EXHIBIT
10.30





EXECUTION
VERSION





AMENDMENT
NO. 3


TO
CREDIT AND SECURITY AGREEMENT







This Amendment No. 3 to Credit and
Security Agreement (this “Amendment”), dated as of
October 9, 2009, is made by and among STONERIDGE, INC., an Ohio
corporation (the “Parent”),STONERIDGE ELECTRONICS, INC.,
a Texas corporation (“Electronics”), STONERIDGE CONTROL DEVICES,
INC., a Massachusetts corporation (“Controls”), STONERIDGE-POLLAK LIMITED, an
English corporation (the “English Borrower”), STONERIDGE ELECTRONICS
LIMITED., a Scottish corporation (the “Scottish Borrower” and
together with the English Borrower, the “UK Borrowers”), STONERIDGE FAR EAST LLC, a
Delaware limited liability company (“Far East”), as Guarantor,
various financial institutions which are a party hereto, NATIONAL CITY BANK, a national
banking association (“National
City Bank”), as Lead Arranger and the Issuer (as hereinafter defined),
and NATIONAL CITYBANK,
successor to National City Bank Business Credit, Inc, as administrative agent
and collateral agent (the “Agent”).




WITNESSETH:




WHEREAS, the Borrowers (as
hereinafter defined) have been extended certain financial accommodations
pursuant to that certain Credit and Security Agreement, dated as of
November 2, 2007, among the Borrowers, various financial institutions (the
“Lenders”), National
City Bank, as Lead Arranger and LC Issuer and National City Business Credit,
Inc., an Ohio corporation , as Agent, as amended by that certain Amendment
No. 1 to Credit and Security Agreement and that certain Amendment
No. 2 to Credit and Security Agreement (as so amended, and as further
amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”);




WHEREAS, the UK Borrowers (as
hereinafter defined) have not borrowed any Revolving Advances (as hereinafter
defined) under the Credit Agreement and therefore are not  currently
liable to repay and  have never been liable to repay any Obligations
(as hereinafter defined) under the Credit Agreement or the Other Loan Documents
(as hereinafter defined), the Borrowers have requested that each UK Borrower be
removed from the Credit Agreement and the Other Loan Documents as a “Borrower”,
“Guarantor”, “Loan Party” and “Obligor”;




WHEREAS, the Borrowers have
requested modification of the Credit Agreement to permit Parent to enter into an
asset purchase and contribution agreement pursuant to which Parent would
purchase a fifty-one percent (51%) membership interest in a limited liability
company, plus an option to purchase the remaining forty-nine percent (49%)
membership interest in such limited liability company as described in this
Amendment;




WHEREAS, the Borrowers have
requested modification of the Credit Agreement to permit Parent to guarantee
certain obligations of such limited liability company; and




WHEREAS, the parties hereto
desire to amendcertain provisions of
the Credit Agreement as outlined herein;




NOW THEREFORE, in
consideration of the mutual promises and agreements contained herein and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, each of the parties hereto hereby agrees as follows:




Section 1.                                DEFINED TERMS.




Each
capitalized term used herein and not otherwise defined herein shall have the
meaning ascribed to such term in the Credit Agreement, as amended by this
Amendment.




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Section
2                                AMENDMENT TO THE CREDIT
AGREEMENT




The
Credit Agreement is hereby amended as follows:




2.1           Amendment of Certain Defined
Terms.  Section 1.3 (Definitions) of the Credit Agreement
is hereby amended by replacing the existing definitions of “Cash Concentration
Account” and “Cash Concentration Account Agreement” with the following
definitions in proper alphabetical order:




“Cash Concentration Account”
shall mean, with respect to the Borrowers, at the discretion of the Agent,
either: (i) any of those certain commercial deposit accounts at National City
Bank (including, in each instance where named in this Agreement, any successor
of National City Bank), in the name of the Agent, designated as “National City
Business Credit, Inc. (for the benefit of itself and the Issuer) Borrowing Agent
Cash Concentration Account” pursuant to a Cash Concentration Account Agreement
(a “Non-Borrower Titled Cash
Concentration Account”); or (ii) such other depository accounts as may be
established and maintained by any of the Borrowers, the Borrowing Agent or any
other applicable Domestic Obligor at National City Bank from time to time,
pursuant to a Deposit Account Agreement and/or a Blocked Account Agreement, each
of which, in either case, shall be: (a) without liability by the Agent or
National City Bank to pay interest thereon, (b) the funds within which
shall immediately become the sole and exclusive property of the Agent for the
pro rata benefit of the Secured Creditors and subject to the sole and exclusive
control off the Agent, and (c) from which account the Agent shall have the
irrevocable and exclusive right to withdraw funds.




“Cash Concentration Account
Agreement” shall mean an agreement entered into by the Agent and National
City Bank with respect to each Non-Borrower Titled Cash Concentration Account,
in form and substance satisfactory to the Agent and acknowledged by the
Borrowers, the Borrowing Agent or other Domestic Obligor, as applicable, whereby
National City Bank will agree to maintain the Non-Borrower Titled Cash
Concentration Account on behalf of the Agent.




2.2           Addition of Certain Defined
Terms.  Section 1.3 (Definitions) of the Credit Agreement
is hereby amended to add the following definition in proper alphabetical
order:




“New Bolton” shall mean New
Bolton Conductive Systems, LLC, a Michigan limited liability
company.




“New Bolton Acquisition” shall
mean the transaction, to be consummated on the  New Bolton Acquisition
Date , whereby the Parent acquires, pursuant to the terms and conditions of the
New Bolton Acquisition Documents, (i) fifty-one percent (51%) of all of the
outstanding membership interest of New Bolton, and (ii) an option, exercisable
on or after January 1, 2013, but not later than December 31, 2013, to acquire
forty-nine percent (49%) of the outstanding membership interest of New Bolton
from Bolton Conductive Systems, LLC.




“New Bolton Acquisition
Agreement” shall mean the Asset Purchase and Contribution Agreement among
the Parent, Bolton Conductive Systems, LLC, Martin Kochis, Joseph Malecke,
Bolton Investments, LLC, a Michigan limited liability company, William Bolton
and New Bolton, as in existence as of the New Bolton Acquisition
Date.




“New Bolton Acquisition Date”
shall mean the date, not later than October 16, 2009, of the closing of the
New Bolton Acquisition, as determined by the Parent and the other parties to the
New Bolton Acquisition Documents.




“New Bolton Acquisition
Documents” shall mean the New Bolton Acquisition Agreement, and all
agreements, instruments and documents executed or to be executed pursuant
thereto or in connection therewith, as in existence as of the New Bolton
Acquisition Date.


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“New Bolton Loan Documents”
shall mean that certain loan agreement, to be dated on or about the New Bolton
Acquisition Date, between New Bolton and Comerica Bank, pursuant to which New
Bolton will borrow an aggregate principal amount of up to Five Million Dollars
($5,000,000) from Comerica Bank, and all agreements, instruments and documents
executed pursuant thereto or in connection therewith.




“Parent Guaranty” shall mean
that certain guaranty agreement of the Parent, in form and substance
satisfactory to the Agent, to be dated as of the date of the New Bolton Loan
Documents, in favor of Comerica Bank, pursuant to which the Parent guarantees
the obligations of New Bolton owing to Comerica Bank pursuant to the New Bolton
Loan Documents.




2.3           Addition of New Section 1.11
Regarding Removal of UK Borrowers.  Section 1.11 of the
Credit Agreement is hereby added as follows:




1.11           Removal
of UK Borrowers.




Due to the fact that no Foreign
Borrower other than the UK Borrowers has existed hereunder, and no UK
Borrower  has borrowed or intends to borrow any Revolving Advances
hereunder nor incurred or intends to incur any Obligations, and notwithstanding
any provision of this Agreement to the contrary, each UK Borrower is hereby
deleted and removed from this Agreement and shall no longer constitute, and
shall not have any of the rights or obligations of, a “Borrower”, “Guarantor”,
“Loan Party” or “Obligor” hereunder or under the Other Loan
Documents.  All references to “UK Borrower”, “Eligible UK Inventory”,
“Eligible UK Receivables”, “Foreign Borrower”, “Foreign Borrower Sublimit”, “UK
Assets”, “UK Borrower Sublimit”, “UK Collateral”, “UK Collateralized Loan
Amount”, “UK Formula Amount” or “UK Security Documents” contained herein or in
any Other Loan Document shall have no meaning, force or effect.  There
shall be no UK Borrowers or Foreign Borrowers under this Agreement.




2.4           Addition of New Section 1.12
Regarding Classification of New Bolton.  Section 1.12 of
the Credit Agreement is hereby added as follows:




1.12           Classification
of New Bolton as a Non-Subsidiary.




Notwithstanding any provision of this
Agreement to the contrary, including, without limitation, the definition of
“Subsidiary” hereunder, New Bolton will not be deemed for any purpose to be, and
shall not have any of the rights or obligations of, a “Subsidiary”, “Borrower”,
“Guarantor”, “Loan Party” or “Obligor” hereunder.




2.5           Amendment to
Section 2.5.Section 2.5 of the Credit Agreement is
hereby amended by replacing subsection (c) thereof with the following
subsection (c) to read as follows:




(c)           Each
Borrower recognizes that the amounts evidenced by checks, notes, drafts or any
other items of payment relating to and/or proceeds of Collateral may not be
collectible by the Agent on the date received.  In consideration of
the Agent’s agreement to conditionally credit the Loan Account as of the next
Business Day following the Agent’s receipt of those items of payment, each
Borrower agrees that, in computing charges under this Agreement, all items of
payment shall be deemed applied by the Agent on account of the Obligations one
(1) Business Day after (i) the Business Day Agent receives such payments via
wire transfer or electronic depository check, or (ii) in the case of payments
received by Agent in any other form, the Business Day such payment constitutes
good funds in the Agent’s account.  The Agent is not, however,
required to credit the Loan Account for the amount of any item of payment which
is unsatisfactory to Agent and Agent may charge the Loan Account for the amount
of any item of payment which is returned to Agent unpaid or otherwise not
collected.


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2.6           Further Amendment to
Section 2.5.Section 2.5 of the Credit Agreement is
hereby further amended by replacing subsection (d) thereof with the
following subsection (d) to read as follows:




(d)           All
credits (other than federal wire transfers) shall be provisional, subject to
verification and final settlement.  Each Borrower agrees that any
information and data reported to the Borrowers pursuant to any service which is
received prior to final posting and confirmation is subject to correction and is
not to be construed as final posting information.  The Agent and the
Lenders shall have no liability for the content of such preliminary service
related information.




2.7           Further Amendment to
Section 2.5.Section 2.5 of the Credit Agreement is
hereby further amended by adding a new sentence to the end of
subsection (e) thereof to read as follows:




The Agent
shall have the right to effectuate payment on any and all Obligations due and
owing hereunder by charging such amounts to the Loan Account as Revolving
Advances to the Borrowers.




2.8           Amendment to
Section 3.2.Section 3.2 of the Credit Agreement is
hereby amended by replacing the grid set forth therein with the following grid
to read as follows:




Tier
            
            Undrawn
      Availability
            
            Applicable
      Libor
              Rate
      Margin
            
            
            Applicable
      Base
              Rate
      Margin
            
            
            Applicable
              Letter
      of Credit
              Fee
      Percentage
            
            
            Applicable
      Unused Facility
              Fee
      PercentageI
            
            <
      $25,000,000
            
            
            1.75
            %
            
            
            0.25
            %
            
            
            1.75
            %
            
            
            0.375
            %II
            
            >
      $25,000,000 but
              <$50,000,000
            
            
            1.50
            %
            
            
            0
            %
            
            
            1.50
            %
            
            
            0.375
            %III
            
            >
      $50,000,000 but
              <
      $70,000,000
            
            
            1.25
            %
            
            
            0
            %
            
            
            1.25
            %
            
            
            0.375
            %IV
            
            >
      $70,000,000
            
            
            1.00
            %
            
            
            0
            %
            
            
            1.00
            %
            
            
            0.375
            %




2.9           Amendment to
Section 4.14(h).Section 4.14(h) of the Credit
Agreement is hereby amended by deleting the following sentence, which is the
penultimate sentence of the second paragraph thereof




The Agent
and National City Bank shall have entered into an agreement, such agreement to
be in form and substance satisfactory to the Agent and acknowledged by the
Borrowing Agent (or other applicable Obligor) (the “Cash Concentration Accounts
Agreement”), whereby National City Bank will agree to maintain the Cash
Concentration Accounts on behalf of the Agent.




2.10         Amendment to
Section 7.1(a).Section 7.1(a) of the Credit
Agreement is hereby amended by replacing clause (viii) thereof with the
following clause (viii) to read as follows:




(viii)                      the
transfer, lease, sale or other disposition of any property by a Foreign
Subsidiary to the Parent, to any Loan Party, or to any Foreign Subsidiary which
is a Wholly-Owned Subsidiary for cash or an intercompany note, including,
without limitation, any transfer, lease, sale or other disposition for cash or
an intercompany note of (A) any equity interest in a Foreign Subsidiary,
or(B) any rights in respect of intercompany indebtedness of a Foreign
Subsidiary (whether evidenced by a promissory note or otherwise).




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2.11                      Further Amendment to
Section 7.1.Section 7.1 of the Credit Agreement is
hereby further amended by adding a new clause (g) thereto to read as
follows:




(g)           The
Parent and, if applicable, its Subsidiaries shall be permitted (i) to enter
in to the New Bolton Acquisition Agreement and, to the extent such documents are
in form and substance substantially similar to the draft form delivered to the
Agent at the time of the delivery of the New Bolton Acquisition Agreement, the
other New Bolton Acquisition Documents and (ii) to consummate the New
Bolton Acquisition.




2.12                      Amendment to
Section 7.3.Section 7.3 of the Credit Agreement is
hereby amended by (i) deleting the word “and” at the end of clause (d)
thereof, (ii) replacing the “.” at the end of clause (e) thereof with
the phrase “, and” and (iii) adding a new clause (f) thereto to read
as follows:




(f)           the
Parent Guaranty so long as the maximum amount of all obligations guaranteed
thereby does not exceed Six Million Dollars ($6,000,000) in the aggregate,
whether such obligations constitute principal, interest, fees or other
Indebtedness;




2.13                      Amendment to
Section 7.4.Section 7.4 of the Credit Agreement is
hereby amended by deleting Section 7.4 in its entirety and by replacing it
with the following Section 7.4 to read as follows:




7.4         Investments.




Purchase or acquire obligations or
stock of, or any other interest in, any Person, except (a) investments
existing on the Closing Date and set forth on Schedule 7.4,
(b) investments made in New Bolton to consummate the New Bolton Acquisition
in accordance with the New Bolton Acquisition Documents, (c) Permitted
Acquisitions and any related Permitted Acquisition Assumed Indebtedness in
connection therewith, (d) investments in any Foreign Subsidiary or in any
joint venture or partnership so long as the aggregate amount of all such
investments under this clause (d), together with any guarantees by a Loan
Party of any Foreign Subsidiary permitted under Section 7.3(d) and any
extensions of credit from any Loan Party to a Foreign
Subsidiary  permitted under Section 7.5(d), does not exceed
Fifteen Million Dollars ($15,000,000) in the aggregate, (e) at any time
during a Permitted Period, additional investments in any Foreign Subsidiary or
in any joint venture or partnership, (f) investments in any Domestic
Obligor, (g) purchases by any Foreign Subsidiary of, or acquisitions by any
Foreign Subsidiary of obligations or stock of, or any other interest in, any
other Foreign Subsidiary which is a Wholly-Owned Subsidiary, including any
purchases, acquisitions or investments contemplated pursuant to
Section 7.1(a)(viii), (h) cash and Cash Equivalents; provided, however,the Borrowers and any of
their Subsidiaries may invest in cash and Cash Equivalents as
follows:  (A) during any time that Revolving Advances are outstanding
to the Domestic Borrowers and an Activation Notice has not been delivered by the
Agent pursuant to Section 4.14(g), the aggregate amount of all cash and
Cash Equivalents held by the Domestic Borrowers or any of their Domestic
Subsidiaries permitted by this subsection (h) shall not exceed Forty-Six
Million Dollars ($46,000,000) for any period of three consecutive Business Days;
(B) during any time that Revolving Advances are outstanding to the UK Borrowers
or any other Foreign Borrowers and an Activation Notice has not been delivered
by the Agent pursuant to Section 4.14(g), the aggregate amount of all such
investments held by any of the UK Borrowers or any other Foreign Borrowers
permitted by this subsection (h) of this Section 7.4 shall not exceed
Fifteen Million Dollars ($15,000,000) for any period of three consecutive
Business Days; (C) the aggregate amount of all cash and Cash Equivalents held by
Foreign Subsidiaries of the Loan Parties (other than the UK Borrowers, any other
Foreign Borrowers, or any Subsidiaries of the UK Borrowers or any other Foreign
Borrowers) shall not be restricted, and (D) during any time that Revolving
Advances are outstanding to any Borrowers and an Activation Notice has been
delivered by the Agent pursuant to Section 4.14(g), the aggregate amount of
all such investments held by the Borrowers or any of their Domestic Subsidiaries
permitted by subsection (h) of this Section 7.4 shall not exceed One
Million Dollars ($1,000,000) for any period of three consecutive Business
Days.




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2.14                      Amendment to
Section 7.5.Section 7.5 of the Credit Agreement is
hereby amended by replacing clause (a) thereof with the following
clause (a) to read as follows:




(a)           advances
loans or extensions of credit (i) to any Domestic Obligor, or
(ii) from any Foreign Subsidiary to any Foreign Subsidiary which is a
Wholly-Owned Subsidiary,




2.15                      Amendment to
Section 7.7.Section 7.7 of the Credit Agreement is
hereby amended by replacing clause (ii) thereof with the following
clause (ii) to read as follows:




(ii) any
Foreign Subsidiary may declare and pay dividends to its shareholders or members
in cash or other property or assets, and




2.16                      Amendment to
Section 7.10.Section 7.10 of the Credit Agreement
is hereby amended by deleting Section 7.10 in its entirety and by replacing
it with the following Section 7.10 to read as follows:




7.10           Transactions with
Affiliates.




Directly or indirectly, purchase,
acquire or lease any property from, or sell, transfer or lease any property to,
or otherwise deal with, any Affiliate, except
(a) transactions in the ordinary course of business, on an arm’s length
basis on terms no less favorable than terms which would have been obtainable
from a Person other than an Affiliate, and (b) transactions otherwise
permitted pursuant to Sections 7.1(a)(viii), 7.3, 7.4 and 7.5.




2.17                      Amendment to
Article IX.  Article IX of the Credit Agreement is
hereby amended by adding the following new Sections 9.16, 9.17 and 9.18,
respectively, to read as follows:




9.16           Certified Copies of the New Bolton
Loan Documents.




Promptly, and in any event within Five
Business Days of the New Bolton Acquisition Date, copies of all of the executed
and delivered New Bolton Loan Documents and the Parent Guaranty, each in form
and substance satisfactory to the Agent, certified as being true, correct and
complete by an officer of the Parent.




9.17           Certified Copies of the New Bolton
Charter Documents.




Promptly, and in any event within Five
Business Days of the New Bolton Acquisition Date, copies of all of the
certificate of formation of New Bolton, certified by the Secretary of State of
the State of Michigan, and a copy of the Operating Agreement of New Bolton, each
in form and substance satisfactory to the Agent, and certified as being true,
correct and complete by an officer of the Parent;




9.18           Certified Copies of the New Bolton
Acquisition Documents.  Promptly, and in any event within Five
Business Days of the New Bolton Acquisition Date, copies of all of the executed
and delivered New Bolton Acquisition Documents other than the New Bolton
Acquisition Agreement, each in form and substance satisfactory to the Agent, and
certified as being true, correct and complete by an officer of the
Parent.


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Section
3                                REPRESENTATIONS AND
WARRANTIES.





Each Borrower hereby represents and
warrants to the Lenders, the Agent, the Swingline Lender and the LC Issuer as
follows:





3.1           The Amendment.  This
Amendment has been duly and validly executed by an authorized executive officer
of such Borrower and constitutes the legal, valid and binding obligation of such
Borrower enforceable against such Borrower in accordance with its
terms.  The Credit Agreement, as amended by this Amendment, remains in
full force and effect and remains the valid and binding obligation of such
Borrower enforceable against such Borrower in accordance with its terms, except
as such enforceability may be limited by any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditor’s rights generally or by equitable principles including principles of
commercial reasonableness, good faith and fair dealing (whether enforceability
is sought by proceedings in equity or at law).




3.2           No Default or Event of
Default.No Default or Event of Default exists under the
Credit Agreement as of the date hereof and no Default or Event of Default will
occur as a result of the effectiveness of this Amendment.




3.3           Restatement of Representations and
Warranties.The representations and warranties of such
Borrower contained in the Credit Agreement, as amended by this Amendment, and
the Other Loan Documents are true and correct on and as of the Amendment
Effective Date (as defined below) of this Amendment as though made on the
Amendment Effective Date, unless and to the extent that any such representation
and warranty is stated to relate solely to an earlier date, in which case such
representation and warranty shall be true and correct as of such earlier
date.




Section
4                                CONDITIONS TO
EFFECTIVENESS.




The date and time of the effectiveness
of this Amendment (the “Amendment Effective
Date”) is subject to the satisfaction of the following conditions
precedent:




4.1           Execution.  The
Agent shall have received counterparts of this Amendment duly executed and
delivered by an authorized officer of Parent, each other Borrower, Guarantor,
Issuer and each of the Required Lenders, respectively;




4.2           Certified Copies of the New Bolton
Acquisition Agreement.  The Agent shall have received from the
Borrowers a copy of the executed and delivered New Bolton Acquisition Agreement
and all exhibits and schedules thereto, all in form and substance satisfactory
to the Agent, and certified as being true, correct and complete by an officer of
the Parent;




4.3           Payment of Costs and
Expenses.  The Borrowers shall have paid all outstanding and
reasonable costs, expenses and the disbursements of the Agent and its advisors,
service providers and legal counsels incurred in connection with the
documentation of this Amendment, to the extent invoiced, as well as any other
fees payable on or before the Amendment Effective Date pursuant to any fee
letter or agreement, if any, with the Agent;




4.4           Payment of Amendment
Fee.  The Borrowers shall have paid to the Agent, for the
ratable benefit of the Lenders which have executed and delivered this Amendment
on or before September 25, 2009, a non-refundable amendment fee, which
shall be fully earned when paid, in an amount of up to Fifty Thousand Dollars
($50,000); provided, however, (i) each such signing Lender’s share of such fee
shall be equal to its respective Revolving Percentage of such Fifty Thousand
Dollars ($50,000), and (ii) to the extent that any Lender does not execute and
deliver this Amendment on or before September 25, 2009, the Agent shall
receive an additional amount equal to such non-signing Lender’s Revolving
Percentage of such Fifty Thousand Dollars ($50,000);




4.5           Other.  All
corporate and other proceedings, and all documents, instruments and other legal
matters in connection with the transactions contemplated by this Amendment shall
be reasonably satisfactory in form and substance to the Agent and its
counsel.




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Section
5                                MISCELLANEOUS.




5.1           Governing Law.  This
Amendment shall be governed by and construed in accordance with the laws of the
State of Ohio with out giving effect to the conflict of laws rules
thereof.




5.2           Severability.  Any
provision of this Amendment which is prohibited or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Amendment.




5.3           Counterparts.  This
Amendment may be executed in any number of counterparts and by different parties
hereto on separate counterparts, each of which when so executed and delivered
shall be deemed to be an original, and all of which taken together shall
constitute but one and the same instrument.




5.4           Headings.  Section
headings used in this Amendment are for the convenience of reference only and
are not a part of this Amendment for any other purpose.




5.5           Negotiations.  Each
Borrower acknowledges and agrees that all of the provisions contained herein
were negotiated and agreed to in good faith after discussion with the Agent, the
Swingline Lender the LC Issuer and the Lenders.




5.6           Nonwaiver. The execution,
delivery, performance and effectiveness of this Amendment shall not operate as,
or be deemed or construed to be, a waiver: (i) of any right, power or remedy of
the Lenders, the Swingline Lender, the LC Issuer or the Agent under the Credit
Agreement or the Other Loan Documents, or (ii) of any term, provision,
representation, warranty or covenant contained in the Credit Agreement or any
Other Loan Document.  Further, none of the provisions of this
Amendment shall constitute, be deemed to be or construed as, a waiver of any
Default or Event of Default under the Credit Agreement as amended by this
Amendment.




5.7           Reaffirmation.  Each
Borrower, other than the UK Borrowers, hereby (i) ratifies and reaffirms all of
its payment and performance obligations, contingent or otherwise, under the
Credit Agreement and each of the Other Loan Documents to which it is a party and
(ii) ratifies and reaffirms its grant of security interests and Liens under such
documents and confirms and agrees that such security interests and Liens
hereafter secure all of the Obligations.




5.8           Release of
Claims.  In consideration of the Lenders’ and the Agent’s
agreements contained in this Amendment, each Borrower hereby irrevocably
releases and forever discharge the Lenders, the Swingline Lender, the LC Issuer
and the Agent and their Affiliates, subsidiaries, successors, assigns,
directors, officers, employees, agents, consultants and attorneys (each, a
“Released
Person”) of and from any and all claims, suits, actions, investigations,
proceedings or demands, whether based in contract, tort, implied or express
warranty, strict liability, criminal or civil statute or common law of any kind
or character, known or unknown, which such Borrower ever had or now has against
Agent, any Lender or any other Released Person which relates, directly or
indirectly, to any acts or omissions of Agent, any Lender or any other Released
Person relating to the Credit Agreement or any Other Loan Document on or prior
to the date hereof.




5.9           Reference to and Effect on the Credit
Agreement.  Upon the effectiveness of this Amendment, each
reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,”
“herein,” or words of like import shall mean and be a reference to the Credit
Agreement as amended by this Amendment and each reference to the Credit
Agreement in any other document, instrument or agreement executed and/or
delivered in connection with the Credit Agreement shall mean and be a reference
to the Credit Agreement, as amended by this Amendment.




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[SIGNATURES
FOLLOW]




Each of
the parties has signed this Amendment No. 3 as of the day and year first
above written.




BORROWERS:STONERIDGE,
      INC.By:
              /s/GEORGE E.
      STRICKLERName:George E. StricklerTitle:Executive Vice
      President, Chief Financial Officer and Treasurer


STONERIDGE
      CONTROL DEVICES, INC.By:
              /s/GEORGE E.
      STRICKLERName:George E. StricklerTitle:Executive Vice
      President, Chief Financial Officer and Treasurer
 STONERIDGE
      ELECTRONICS, INC.By:
              /s/GEORGE E.
      STRICKLERName:George
      E. StricklerTitle:Executive Vice
      President, Chief Financial Officer and Treasurer
 STONERIDGE-POLLAK
      LIMITEDBy:
              /s/GEORGE E.
      STRICKLERName:George
      E. StricklerTitle:Executive Vice President, Chief Financial Officer and
      Treasurer
 STONERIDGE
      ELECTRONICS LIMITEDBy:
              /s/GEORGE E.
      STRICKLERName:George
      E. StricklerTitle:Executive Vice President, Chief Financial Officer and
      Treasurer
 By:
                (Witness)
      /s/KENNETH A
      KURE(Print
      Full Name) Kenneth A Kure(Address)
      9400 East Market StreetWarren,
      Ohio 44484


S-9
  GUARANTOR:STONERIDGE
      FAR EAST LLCBy:
                /s/GEORGE E.
      STRICKLERName:George E.
      StricklerTitle:Executive Vice President, Chief Financial Officer and
      Treasurer
 AGENT:NATIONAL CITY BANK,
      successor to National City Business Credit, Inc., as AgentBy:
                /s/ANTHONY D.
      ALEXANDERName:Anthony D.
      AlexanderTitle:Vice President
 ISSUER:NATIONAL CITY BANK, as
      IssuerBy:
                /s/ANTHONY D.
      ALEXANDERName:Anthony
      D. AlexanderTitle:Vice President
  S-10
  LENDERS:NATIONAL CITY BANK,
      successor to National City Business Credit, Inc., as a
    LenderBy:
                /s/ANTHONY D.
      ALEXANDERName:Anthony D.
      AlexanderTitle:VicePresidentRevolving
      Commitment:  $28,000,000Notice
      Information:National
      City Bank1965
      East Sixth Street4th
      FloorLocator
      01-3049Cleveland,
      OH 44114Attention:  Anthony
      Alexander orStoneridge
      Account ManagerTelephone:  (216)222-9302Telecopier:  (216)222-8155Email:  anthony.alexander@nationalcity.com
  S-11
 COMERICA BANK, as a
      LenderBy:
                /s/BRANDON
      WELLINGName:Brandon
      WellingTitle:Account Officer – Large Corporate Lending,
      MidwestRevolving
      Commitment:  $20,000,000Notice
      Information:Comerica
      Bank500
      Woodward9th
      FloorDetroit,
      MIAttention:  Brandon
      WellingTitle:  Account
      Officer – Large Corporate Lending, MidwestTelephone:  (313)
      222-5066Telecopier:  (313)
      222-9516Email:  bdwelling@comerica.com
  S-12
 
 JPMORGAN CHASE BANK, as
      a LenderBy:
                  /s/MAC A.
      BANASName:Mac A.
      BanasTitle:Assistant Vice PresidentRevolving
      Commitment:  $20,000,000Notice
      Information:JPMorgan
      Chase Bank, N.A.1300
      E. Ninth Street13th
      FloorCleveland,
      Ohio. 44114Mac
      Banas, Assistant Vice PresidentTel:
      216-781-2058Fax:
      216-781-2071Email:
      mac.a.banas@chase.com
  S-13
 
 PNC BANK, NATIONAL ASSOCIATION, as
      a LenderBy:
                  /s/THOMAS
      HUMBYRDName:Thomas HumbyrdTitle:Vice PresidentRevolving
      Commitment:  $20,000,000Notice
      Information:PNC
      Bank, National AssociationOne
      PNC Plaza, Sixth Floor249
      Fifth Ave.Pittsburgh,
      PA 15222Attention:  Eric
      L. MooreTelephone:  (412)
      768-1332Facsimile:  (412)
      768-4369
 S-14
 FIFTH THIRD BANK, as a
      LenderBy:
                  /s/ROY
      LANCTOTName:Roy LanctotTitle:Vice PresidentRevolving
      Commitment:  $12,000,000Notice
      Information:Fifth
      Third Bank600
      Superior Ave EastCleveland,
      Ohio. 44114Roy
      Lanctot, Vice PresidentTel:
      216-274-5473Fax:
      216-274-5621Email:
      roy.lanctot@53.com
  S-15