EXHIBIT 10.15
AMENDMENT NO. 1 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of January 28, 1999
("this Amendment"), among
(i) STONERIDGE, INC., an Ohio corporation (herein, together
with its successors and assigns, the "Borrower"):
(ii) the financial institutions listed on the signature pages
hereof (the "Lenders");
(iii) DLJ CAPITAL FUNDING, INC., as Syndication Agent;
(iv) PNC BANK, NATIONAL ASSOCIATION, as Documentation Agent; and
(v) NATIONAL CITY BANK, a national banking association, as
Administrative Agent and Collateral Agent;
PRELIMINARY STATEMENTS:
(1) The parties hereto entered into the Credit Agreement, dated as of
December 30, 1998 (herein, the "Credit Agreement"; with the terms defined
therein, or the definitions of which are incorporated therein, being used herein
as so defined).
(2) The parties hereto desire to amend the terms and provisions of the
Credit Agreement to (i) change the time for the commencement of the mandatory
prepayments based on Excess Cash Flow, and (ii) correct an error in the amount
of the last four Scheduled Repayments of the Term B Loans, all as more fully set
forth below.
NOW, THEREFORE, the parties hereby agree as follows:
1. The reference in section 5.2(c) of the Credit Agreement to "the fiscal
year ended December 31, 1998" is changed to "the fiscal year ended December 31,
1999".
2. The amount "$30,375,000", which appears in the table in section 5.2(a)
of the Credit Agreement as the Scheduled Repayment for Term B Loans on March 31,
June 30, September 30 and December 31, 2005, is changed in each such instance to
"$30,312,500".
3. This Amendment shall become effective if and when counterparts hereof
shall have been executed by the parties hereto and delivered to the
Administrative Agent.
4. The terms and provisions set forth in this Amendment shall modify and
supersede all inconsistent terms and provisions set forth in the Credit
Agreement, and except as expressly modified and superseded by this Amendment,
the terms and provisions of the Credit Agreement are ratified and confirmed and
shall continue in full force and effect.
5. This Amendment shall be binding upon and inure to the benefit of the
Borrower, each Lender and the Agents and their respective permitted successors
and assigns. This Amendment shall be governed by and construed in accordance
with the laws of the State of Ohio. This Amendment is specifically limited to
the matters expressly set forth herein. This Amendment may be executed by the
parties hereto in one or more counterparts, and by different parties on separate
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as
of the date first above written.
STONERIDGE, INC.
By: /s/ Xxxxx X. Xxxxx
-----------------------------
Xxxxx X. Xxxxx
Vice President-Finance
& Chief Financial Officer
NATIONAL CITY BANK, DLJ CAPITAL FUNDING, INC.
individually and as Administrative individually and as Syndication
Agent and as Collateral Agent Agent
By: /s/ Xxxxxxx X. XxXxxx By: /s/ Xxxx Xxxxxxx
----------------------------- -----------------------------
Title: Senior Vice President Managing Director
PNC BANK, NATIONAL ASSOCIATION,
individually and as Documentation Agent
By: /s/ Xxxxxx X. Xxxxx
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Title: Vice President
