EXHIBIT 10.30
EXECUTION VERSION
AMENDMENT NO. 1
TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
This Amendment No. 1 to Amended and Restated Credit and Security Agreement (this
"Amendment"), dated as of December 2, 2010, 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", and together with Parent and Electronics, the
"Borrowers"), various
financial institutions which are a party to this
Agreement (the "Lenders"), PNC BANK, NATIONAL ASSOCIATION, a national banking
association ("PNC Bank"), as Lead Arranger and Issuer (as hereinafter defined),
and as administrative agent and collateral agent (the "Agent"), and JPMORGAN
CHASE BANK, N.A., a national banking association ("JPMORGAN"), as an Issuer.
WITNESSETH:
WHEREAS, the Borrowers (as hereinafter defined) have been extended certain
financial accommodations pursuant to that certain Amended and Restated Credit
and Security Agreement, dated as of September 20, 2010, (as further amended,
supplemented, amended and restated or otherwise modified from time to time, the
"Credit Agreement"), among the Borrowers, various financial institutions (the
"Lenders") and PNC Bank, as Lead Arranger, Issuer, and Agent;
WHEREAS, the Borrowers are required, under Section 6.8 of the Credit Agreement,
to execute and deliver to the Agent within 60 days after the Closing Date (as
hereinafter defined), a Mortgage (as hereinafter defined) with respect to each
parcel of Real Property (as hereinafter defined) owned by any of the Loan
Parties (as hereinafter defined) other than the Sarasota Property (as
hereinafter defined), together with ALTA surveys and legal opinions with respect
thereto, all in form and substance substantially similar to those delivered to
the 2010 Note Collateral Agent (as hereinafter defined);
WHEREAS, the Borrowers have requested modification of the Credit Agreement to
permit the extension of such 60-day period for delivering such documentation
relating to such Real Property to 90 days; and
WHEREAS, the parties hereto desire to amend certain 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 defined 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.
Section 2
AMENDMENT TO THE CREDIT AGREEMENT
The Credit Agreement is hereby amended as follows:
2.1
Amendment to Section 6.8Mortgage on Real Property other than the
Sarasota Property.
Section 6.8 of the Credit Agreement shall be amended in its
entirety to read as follows:
6.8
Mortgage on Real Property other than the Sarasota Property.
Within 90 days after the Closing Date, execute and deliver to the Agent a
Mortgage with respect to each parcel of Real Property owned by any of the Loan
Parties other than the Sarasota Property, together with ALTA surveys and legal
opinions with respect thereto, all in form and substance substantially similar
to