EX-99.1 2 v147646_ex99-1.htm
Exhibit 99.1
AMENDMENT NO. 1
TO CREDIT AND SECURITY AGREEMENT
This Amendment No. 1 to Amended and Restated Credit and Security Agreement (this “Amendment”), dated as of November 2, 2007, 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 Guarantors, 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 CITY BUSINESS CREDIT, INC., an Ohio corporation (“NCBC”), 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, (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, various financial institutions (the “Lenders”), National City Bank, as Lead Arranger and LC Issuer and NCBC, as Agent;
WHEREAS, the Borrowers propose to sell certain account receivables owing from General Motors Corporation, a Delaware corporation or Chrysler LLC, a Delaware limited liability company, to GM Supplier Receivables LLC, a Delaware limited liability company (“GM SPV”), and Chrysler Receivables SPV LLC, a Delaware limited liability company (“Chrysler SPV”), respectively, in connection with the United States Department of the Treasury Auto Supplier Program (the “Supplier Program”);
WHEREAS, the Borrowers have requested modification of the Credit Agreement (i) to permit such sale of account receivables in connection with the Supplier Program and (ii) to the extent such sale does occur, to permit a prior lien in favor of GM SPV or Chrysler SPV in such account receivables in connection with the Supplier Program; 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 Addition of Certain Defined Terms. Section 1.3 (Definitions) of the Credit Agreement is hereby amended to add the following definitions in proper alphabetical order:
“Chrysler” means LLC, a Delaware limited liability company.
“Chrysler Program Terms” means the “Program Terms” attached to either of the Chrysler Supplier Purchase Agreements.
“Chrysler SPV” means Chrysler Receivables SPV LLC, a Delaware limited liability company.
“Chrysler Supplier Program Receivables” means the “Eligible Receivables” (as defined in the Chrysler Program Terms) purchased from the Borrowers by Chrysler SPV pursuant to either of the Chrysler Supplier Purchase Agreements.
“Chrysler Supplier Purchase Agreement” means that certain Supplier Purchase Agreement, dated as of April __, 2009, among Controls, Chrysler SPV and Citibank, or that certain Supplier Purchase Agreement, dated as of April __, 2009, among Parent, Chrysler SPV and Citibank, as applicable, each executed pursuant to the Supplier Program.
“Citibank” means Citibank, N.A., a national banking association.
“EESA” means the Emergency Economic Stabilization Act of 2008 (Pub. L. 110-343, enacted October 1, 2008) as amended.
“GM” means General Motors Corporation, a Delaware corporation.
“GM Program Terms” means the “Program Terms” attached to the GM Supplier Purchase Agreements.
“GM SPV” means GM Supplier Receivables LLC, a Delaware limited liability company
“GM Supplier Program Receivables” means the “Eligible Receivables” (as defined in the GM Program Terms) purchased from the Borrowers by GM SPV pursuant to either of the GM Supplier Purchase Agreements.
“GM Supplier Purchase Agreement” means that certain Supplier Purchase Agreement, dated as of April __, 2009, among Controls, GM SPV and Citibank, or that certain Supplier Purchase Agreement, dated as of April __, 2009, among Parent, GM SPV and Citibank, as applicable, each executed pursuant to the Supplier Program.
“Supplier Program” means the Auto Supplier Support Program established by the United States Department of the Treasury pursuant to the authority granted to it by and under EESA.
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“Supplier Program Receivables” means the GM Supplier Program Receivables and the Chrysler Supplier Program Receivables.
2.2 Amendment of Definition of “Permitted Encumbrances”. The definition of “Permitted Encumbrances” shall be amended in its entirety to read as follows:
“Permitted Encumbrances” shall mean (a) Liens in favor of the Agent for the benefit of the Secured Creditors; (b) Liens for taxes, assessments or other governmental charges that (i) are not delinquent or (ii) which are being contested in good faith by appropriate proceedings which stay the enforcement of any Lien and with respect to which proper reserves have been taken in accordance with GAAP; provided, however that such Liens shall have no effect on the priority of the Liens in favor of the Agent (and the existence of such Liens shall not violate Section 6.1); (c) deposits or pledges of cash to secure obligations under worker’s compensation, social security or similar laws, or under unemployment insurance or general liability or product liability insurance; (d) deposits or pledges of cash to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, performance bonds, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; (e) mechanics’, workers’, materialmens’, warehousemens’, common carriers’, landlords’ or other like Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by a Loan Party or its Subsidiaries; (f) Liens (including Liens in connection with capital leases) placed upon equipment and real estate assets acquired to secure a portion of the purchase price thereof; provided that (x) any such Lien shall not encumber any other property of a Loan Party or any Subsidiary thereof (other than insurance and other proceeds of such equipment and real estate) and (y) the aggregate amount of Indebtedness secured by such Liens incurred as a result of such purchases during any fiscal year shall not exceed the amount provided for in Section 7.6; (g) zoning restrictions, easements, encroachments, rights of way, restrictions, leases, licenses, restrictive covenants and other similar title exceptions affecting Real Property, none of which materially impairs the use of such Real Property or the value thereof, and none of which is violated in any material respect by existing or supporting structures or land use; (h) attachment and judgment Liens which do not constitute an Event of Default under Section 10.6; (i) any Lien existing on any property or asset prior to the acquisition thereof by the Parent or any Subsidiary of the Parent; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, (ii) such Lien does not apply to Receivables or Inventory, (iii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary and (iv) such Lien does not (A) materially interfere with the use, occupancy and operation of any Real Property, (B) materially reduce the fair market value of such Real Property but for such Lien or (C) result in any material increase in the cost of operating, occupying or owning or leasing such Real Property; (j) liens in the Supplier Program Receivables granted to GM SPV or Chrysler SPV, as the case may be, pursuant to any of the GM Supplier Purchase Agreements or the Chrysler Supplier Purchase Agreements, as applicable, and (k) the Liens listed on Schedule 7.2 to this Agreement so long as the principal amount secured thereby is not hereafter increased, and no additional assets become subject to such Liens.
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2.3 Amendment to Section 4.20. Section 4.20 of the Credit Agreement shall be amended in its entirety to read as follows:
4.20 Partial Release of Liens.
Each Lender hereby irrevocably authorizes the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral which either: (a) (i) constitutes property being sold or disposed of and the applicable Obligor certifies to the Agent that the sale or disposition is made in compliance with the provisions of this Agreement (and the Agent may rely in good faith conclusively on any such certificate, without further inquiry), (ii) constitutes property covered by Permitted Encumbrances with lien priority superior to those Liens in favor of the Agent hereunder, (iii) constitutes property in addition to that addressed by clauses (i) and (ii) above, with an aggregate fair market value of less than One Million Dollars ($1,000,000), and (iv) to the extent not restricted by Section 15.3(v), constitutes property in addition to that addressed by clauses (i) through (iii) above, as to which the Required Lenders have otherwise consented in writing to the sale or other disposition thereof; or (b) to the extent not restricted by Section 15.3(v), constitutes Supplier Program Receivables being sold or otherwise transferred or disposed of pursuant to any of the GM Supplier Purchase Agreements or the Chrysler Supplier Purchase Agreements, as the case may be, in accordance with the Supplier Program and as permitted pursuant to Section 7.1(a)(ix). In addition, each Lender hereby irrevocably authorizes the Agent to execute and deliver, as Agent for the Lenders, a Lien Priority Agreement to each of GM SPV and Chrysler SPV, as the case may be, substantially in the form attached hereto as Exhibit M, in connection with a release of any lien in the Collateral referenced in clause (b) above.
2.4 Amendment to Section 7.1(a). Section 7.1(a) of the Credit Agreement shall be amended by: (i) deleting the word “and” from the end of clause (vii) thereof; (ii) deleting the punctuation from the end of clause (viii) thereof and adding the phrase “; and” thereto; and (iii) by adding a clause (ix) there to read as follows:
(ix) the transfer, sale or other disposition of the Supplier Program Receivables pursuant to any of the GM Supplier Purchase Agreements or the Chrysler Supplier Purchase Agreements, as the case may be, in accordance with the Supplier Program, so long as any proceeds thereof shall be treated as “Net Proceeds” for purposes of Section 2.7(c) hereof.
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).
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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 to this Amendment duly executed and delivered by an authorized officer of each other party hereto;
4.2 Designated Account. The Agent shall have received evidence satisfactory to it that the “Designated Account” (as defined in the GM Supplier Purchase Agreements or the Chrysler Supplier Purchase Agreements, as the case may be) is a Collection Account or Cash Concentration Account under Section 4.14(g) of the Credit Agreement.
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 this Amendment, 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, each such signing Lender’s share of such fee shall be equal to its respective Revolving Percentage of such Fifty Thousand Dollars ($50,000);
4.5 Receipt of Supplier Program Purchase Agreements. The Agent shall have received copies of the fully executed GM Supplier Purchase Agreements and the Chrysler Supplier Purchase Agreements, together with any exhibits or schedules thereto or any other documents executed or delivered in connection with any of the foregoing; and
4.6 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 Agreement 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 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.
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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.
[SIGNATURES FOLLOW]
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Each of the parties has signed this Agreement as of the day and year first above written.

| BORROWERS: 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: | Executive Vice President, Chief Financial Officer and Treasurer

| STONERIDGE ELECTRONICS, INC.
| By: | /s/ George E. Strickler
| Name: | George E. Strickler
| Title: | Executive Vice President, Chief Financial Officer and Treasurer

| STONERIDGE-POLLAK LIMITED
| By: | /s/ George E. Strickler
| Name: | George E. Strickler
| Title: | Executive Vice President, Chief Financial Officer and Treasurer

| STONERIDGE ELECTRONICS LIMITED
| By: | /s/ George E. Strickler
| Name: | George E. Strickler
| Title: | Executive Vice President, Chief Financial Officer and Treasurer

| (Witness) | /s/ Kenneth A. Kure
| (Print Full Name) | Kenneth A. Kure
| (Address) | 9400 East Market Street
|  | Warren, OH 44484

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| GUARANTOR: STONERIDGE FAR EAST LLC
| By: | /s/ George E. Strickler
| Name: | George E. Strickler
| Title: | Executive Vice President, Chief Financial Officer and Treasurer

| AGENT: NATIONAL CITY BUSINESS CREDIT, INC., as Agent
| By: | /s/ Anthony D. Alexander
| Name: | Anthony D. Alexander
| Title: | Vice President

| ISSUER: NATIONAL CITY BANK, as Issuer
| By: | /s/ Michael McNeirney
| Name: | Michael McNeirney
| Title: | Vice President

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| LENDERS: NATIONAL CITY BUSINESS CREDIT, INC., as a Lender
| By: | /s/ Anthony D. Alexander
| Name: | Anthony D. Alexander
| Title: | Vice President

| Revolving Commitment: $28,000,000
| Notice Information:
| National City Business Credit, Inc.
| 1965 East Sixth Street
| 4th Floor
| Locator 01-3049
| Cleveland, OH 44114
| Attention: Anthony Alexander or
| Stoneridge Account Manager
| Telephone: (216)222-9302
| Telecopier: (216)222-8155
| Email: anthony.alexander@nationalcity.com

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| COMERICA BANK., as a Lender
| By: | /s/ Brandon Welling
| Name: | Brandon Welling
| Title: | Account Officer

| Revolving Commitment: $20,000,000
| Notice Information:
| Comerica Bank
| 500 Woodward
| 9th Floor
| Detroit, MI
| Attention: Brandon Welling
| Vice President
| Telephone: (313) 222-5066
| Telecopier: (313) 222-9516
| Email: bdwelling@comerica.com

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| JPMORGAN CHASE BANK., as a Lender
| By: |
| Name: |
| Title: |

| Revolving Commitment: $20,000,000
| Notice Information:
| JPMorgan Chase Bank, N.A.
| 1300 E. Ninth Street
| 13th Floor
| Cleveland, Ohio. 44114
| Matthew A. Brewer, Assistant Vice President
| Tel: 216-781-2589
| Fax: 216-781-2071
| Email: matthew.a.brewer@chase.com

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|  | PNC BANK, NATIONAL ASSOCIATION, as a Lender
| By: | /s/ Eric L. Moore
| Name: | Eric L. Moore
| Title: | Vice President

| Revolving Commitment: $20,000,000
| Notice Information:
| PNC Bank, National Association
| One PNC Plaza, Sixth Floor
| 249 Fifth Ave.
| Pittsburgh, PA 15222
| Attention: Eric L. Moore
| Telephone: (412) 768-1332
| Facsimile: (412) 768-4369

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| FIFTH THIRD BANK., as a Lender
| By: |
| Name: |
| Title: |

| Revolving Commitment: $12,000,000
| Notice Information:
| Fifth Third Bank
| 600 Superior Ave East
| Cleveland, Ohio. 44114
| Roy Lanctot, Vice President
| Tel: 216-274-5473
| Fax: 216-274-5621
| Email: roy.lanctot@53.com

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Exhibit L
Form of Lien Priority Agreement