EXHIBIT
4.2

    


    STONERIDGE,
INC.,

    


    CERTAIN
SUBSIDIARIES OF STONERIDGE, INC.

    


    and

    


    THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.

    as
Successor Trustee

    


    FIRST
SUPPLEMENTAL INDENTURE TO INDENTURE,

    DATED AS
OF MAY 1, 2002

    


    Dated as
of October 4, 2010


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FIRST
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 4,
2010, among STONERIDGE, INC., an Ohio corporation (the “Company”), the
subsidiaries of the Company party hereto (the “Guarantors”), and THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A. (successor trustee to Fifth Third Bank), a
national banking association, as trustee (the “Trustee”), to the INDENTURE,
dated as of May 1, 2002, among the Company, the Guarantors, and the Trustee (the
“Indenture”).  Capitalized terms used and not defined herein shall
have the meanings ascribed to such terms in the Indenture.

     

    WHEREAS,
the Company proposes to refinance its outstanding 111⁄2% Senior Notes due 2012,
Series A and 111⁄2% Senior Notes due 2012, Series B (collectively, the “Notes”)
through a new offering of notes and a tender offer and consent
solicitation;

     

    WHEREAS,
the Company, the Guarantors and the Trustee have heretofore executed and
delivered the Indenture providing for the issuance of the Notes;

     

    WHEREAS,
the Company has issued the Notes pursuant to the Indenture and there is
currently outstanding under the Indenture $183,000,000 in aggregate principal
amount of the Notes;

     

    WHEREAS,
the Company desires to amend the Indenture, as set forth herein;

     

    WHEREAS,
Section 9.02 of the Indenture permits amendment of the Indenture as provided in
Section 2 hereof by the Company, the Guarantors, and the Trustee with the
written consent of the Holders of at least a majority in aggregate principal
amount of the outstanding Notes, subject to the other provisions of Article IX
of the Indenture;

     

    WHEREAS,
the Company has commenced, pursuant to the Offer to Purchase and Consent
Solicitation Statement of the Company, dated September 20, 2010 (the “Offer to
Purchase”), an offer to purchase all of the outstanding Notes and a solicitation
to obtain (i) the written consent of the Holders of at least a majority in
outstanding aggregate principal amount of the Notes to the amendments to the
Indenture set forth in Section 2 hereof and (ii) the direction of the Holders of
at least a majority in outstanding aggregate principal amount of the Notes to
the Trustee to execute and deliver this Supplemental Indenture (collectively,
the “Consent”);

     

    WHEREAS,
the Company has provided evidence to the Trustee that the Holders of at least a
majority in aggregate principal amount of the Notes currently outstanding have
provided written consents to the execution and delivery by the Trustee of this
Supplemental Indenture in accordance with the provisions of the
Indenture;

     

    WHEREAS,
the Company and the Guarantors have been authorized by resolutions of their
respective Boards of Directors to enter into this Supplemental
Indenture;

     

    WHEREAS,
the Company has delivered to the Trustee the Officers’ Certificate (as defined
in the Indenture) as well as the Opinion of Counsel (as defined in the
Indenture) provided for in the Indenture relating to the execution and delivery
of this Supplemental Indenture; and

     

    WHEREAS,
all acts and requirements necessary to make this Supplemental Indenture the
legal, valid and binding obligation of the Company and the Guarantors have been
done.

     

    NOW,
THEREFORE, in consideration of the premises and the covenants and agreements
contained herein, and for other good and valuable consideration the receipt of
which is hereby acknowledged, the parties hereto agree as
follows:


    
      
         


      

      
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    1.           Company Representations and
Warranties.  The Company hereby represents, warrants, and
certifies to the Trustee that the Holders of at least a majority in aggregate
principal amount of the Notes currently outstanding have provided Consents (the
“Consenting Securities”), and execution of this Supplemental Indenture is
authorized and permitted by the Indenture and constitutes the legal, valid and
binding obligations of the Company and the Guarantors enforceable in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.

     

    2.           Amendments to the
Indenture.

     

    a.           The
Indenture is hereby amended by (i) deleting the text of Sections 4.03, 4.04,
4.05, 4.06, 4.07, 4.09, 4.10, 4.11, 4.13, 4.14, 4.15, 4.17, 4.20, 5.01(a)(ii)
and (iii), 6.01(4), and 6.01(7) of the Indenture and replacing them with the
words “Intentionally Omitted,” and (ii) deleting all references to such sections
and clauses in their entirety, including without limitation all references,
direct or indirect, thereto in Section 6.01, “Events of
Default.”

     

    b.           The
Indenture is hereby amended by deleting those definitions from the Indenture for
which all references to such definitions will be eliminated as a result of the
provisions of Section 2(a) of this Supplemental Indenture.

    


    3.           Miscellaneous.

    


    a.           Ratification of
Agreement.  As supplemented by this Supplemental Indenture, the
Indenture is in all respects ratified and confirmed and the Indenture, as so
supplemented by this Supplemental Indenture, shall be read, taken and construed
as one and the same instrument.  Except as provided for in this
Supplemental Indenture, all of the terms, provisions and conditions of the
Indenture and the Notes shall remain in full force and effect.  The
Consent of the Holders of the Notes to this Supplemental Indenture shall not
constitute an amendment or waiver of any provision of the Indenture except to
the extent expressly set forth herein, and shall not be construed as a waiver or
consent to any further or future action on the part of the Company and the
Guarantors.

    


    b.           Counterparts.  This
Supplemental Indenture may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same
instrument.

     

    c.           Governing
Law.  This Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, but without
giving effect to applicable principles of conflicts of laws to the extent that
the application of the laws of another jurisdiction would be required
thereby.

     

    d.           Effectiveness.  This
Supplemental Indenture shall be effective upon its execution and delivery by the
parties hereto.  The amendments set forth in Section 2 hereof will
become operative concurrently with the Company’s first acceptance of the
Consenting Securities for payment pursuant to the Offer to
Purchase.


    
      
         


      

      
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    e.           Trustee.  The
Trustee accepts the trusts created by the Indenture, as amended and supplemented
by this Supplemental Indenture, and agrees to perform the same upon the terms
and conditions of the Indenture, as amended and supplemented by this
Supplemental Indenture.  Without limiting the generality of the
foregoing, the Trustee assumes no responsibility for the correctness of the
recitals herein contained and for the correctness of the Offer to Purchase,
which shall be taken as the statements of the Company, and the Trustee shall not
be responsible or accountable in any way whatsoever for or with respect to the
validity or execution or sufficiency of this Supplemental Indenture, and the
Trustee makes no representation with respect thereto.  All of the
provisions contained in the Indenture in respect of the rights, privileges,
immunities, powers, and duties of the Trustee shall be applicable in respect of
this Supplemental Indenture as fully and with like force and effect as though
fully set forth in full herein.

     

    f.           Indemnification of
Trustee.  The Company agrees to indemnify and hold harmless the
Trustee from and against any and all claims, demands, causes of action, losses,
damages, liabilities, costs, and expenses (including, without limitation,
attorneys’ fees and court costs) at any time asserted against or incurred by the
Trustee by reason of, arising out of, or in connection with the execution of
this Supplemental Indenture incurred without negligence or bad faith on its
part.

     

    g.           Trust Indenture Act
Controls.  If any provision of this Supplemental Indenture
limits, qualifies, or conflicts with another provision of this Supplemental
Indenture or the Indenture that is required to be included by the Trust
Indenture Act of 1939, as amended, as in force at the date this Supplemental
Indenture is executed, the provision required by said Act shall
control.

     

    h.           Headings.  The
section headings herein are for convenience only and shall not affect the
construction thereof.

     

    i.           Severability. In case
any provision in this Supplemental Indenture or the Securities shall be invalid,
illegal, or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.

     

    [signature
page follows]


    
      
         


      

      
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    IN
WITNESS WHEREOF, each of the undersigned has caused this Supplemental Indenture
to be duly executed as of the date first above written.

     

    
      
        
          
            	
                    STONERIDGE,
      INC.

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ George E. Strickler

                  
	 
      	
                    Name:

                  	
                    George
      E. Strickler

                  
	 
      	
                    Title:

                  	
                    Executive
      Vice President, Chief Financial
Officer and
Treasurer

                  
	 
      
	
                    STONERIDGE
      CONTROL DEVICES, INC.

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ George E. Strickler

                  
	 
      	
                    Name:

                  	
                    George
      E. Strickler

                  
	 
      	
                    Title:

                  	
                    Vice
      President and Treasurer

                  
	 
      
	
                    STONERIDGE
      ELECTRONICS, INC.

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ George E. Strickler

                  
	 
      	
                    Name:

                  	
                    George
      E. Strickler

                  
	 
      	
                    Title:

                  	
                    Vice
      President and Treasurer

                  
	 
      
	
                    THE
      BANK OF NEW YORK MELLON TRUST COMPANY,
N.A., as
  Trustee

                  
	 
      	 
      	 
      
	
                    By:

                  	
                    /s/ Yolanda Ash

                  
	 
      	
                    Name:

                  	
                    Yolanda
      Ash

                  
	 
      	
                    Title:

                  	
                    Associate

                  


          

        

      

    


    
      
         


      

      
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