STONERIDGE INC
AMENDMENT #4 TO CREDIT AGREEMENT DATED 1/26/2001
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AMENDMENT #4 TO CREDIT AGREEMENT DATED 1/26/2001
<TEXT>

<PAGE>

                                                                   Exhibit 10.11
================================================================================


                               STONERIDGE, INC.
                                as the Borrower


                           THE LENDERS NAMED THEREIN
                                  as Lenders


                           DLJ CAPITAL FUNDING, INC.
                             as Syndication Agent

                              NATIONAL CITY BANK
                    as a Lender, a Letter of Credit Issuer,
               the Administrative Agent and the Collateral Agent

                        PNC BANK, NATIONAL ASSOCIATION
                            as Documentation  Agent



                             _____________________

                                AMENDMENT NO. 4
                                  dated as of
                               January 26, 2001
                                      to
                               CREDIT AGREEMENT
                                  dated as of
                               December 30, 1998

                             _____________________



================================================================================
<PAGE>

                      AMENDMENT NO. 4 TO CREDIT AGREEMENT

          THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of January 26, 2001
("this Amendment"), among the following:

               (i)    STONERIDGE, INC., an Ohio corporation (herein, together
          with its successors and assigns, the "Borrower");

               (ii)   the Lenders party to the Credit Agreement, as hereinafter
          defined;

               (iii)  DLJ CAPITAL FUNDING, INC., a Delaware corporation, as
          Syndication Agent;

               (iv)   NATIONAL CITY BANK, a national banking association, as a
          Lender, the Letter of Credit Issuer, the Administrative Agent and the
          Collateral Agent under the Credit Agreement; and

               (v)    PNC BANK, NATIONAL ASSOCIATION, a national banking
          association, as the Documentation Agent:


          PRELIMINARY STATEMENTS:

          (1)  The Borrower, the Lenders named therein, and the Agents entered
into the Credit Agreement, dated as of December 30, 1998, as amended by
Amendment No. 1 thereto, dated as of January 28, 1999, Amendment No. 2 thereto,
dated as of September 7, 1999, and Amendment No. 3 thereto, dated as of May 25,
2000 (as so amended and as the same may from time to time be further amended,
restated or otherwise modified, the "Credit Agreement"; with the terms defined
therein being used herein as so defined).

          (2)  The parties hereto desire to modify certain terms and provisions
of the Credit Agreement, all as more fully set forth below.

          NOW, THEREFORE, the parties hereby agree as follows:

          SECTION 1.  AMENDMENTS, ETC.

          1.1.  Amended Definitions.  Section 1.1 of the Credit Agreement is
hereby amended to delete the definitions of "Borrowing Base Termination Date"
and "Fixed Charge Coverage Ratio" therefrom and to insert in place thereof the
following:

               "Borrowing Base Termination Date" shall mean, if at such time no
          Default under section 10.1(a) or Event of Default shall have occurred
          and be continuing, (i) September 30, 2002, or (ii) such earlier date,
          if any, as of which the Borrower shall have delivered to the
          Administrative Agent and the Lenders its written undertaking to comply
          with section 9.8 of this Agreement as if such section 9.8 had been
          amended so as not to permit the Borrower at any time to have a ratio
          of its Consolidated Total Debt to Consolidated EBITDA for its Testing
          Period most recently ended in excess of 2.50 to 1.00 (and effective
          upon such delivery such section 9.8 of this Agreement shall be deemed
          to have been so amended). The Administrative Agent shall notify the
          Borrower and the Lenders of the occurrence of the Borrowing Base
          Termination Date, specifying the same.

               "Fixed Charge Coverage Ratio" shall mean, for any Testing Period,
          the ratio of (i) (A) Consolidated EBITDA, minus (B) Consolidated
          Capital Expenditures, to (ii) the sum of (A) Consolidated Cash
          Interest Expense, (B) Consolidated Cash Income Tax Expense, and (C)
          the sum of all payments for dividends, stock repurchases or other
          retirements, and other purposes described in section 9.6, if any, in
          each case on a consolidated basis for the Borrower and its
          Subsidiaries for such Testing Period; provided that, notwithstanding
          anything to the contrary contained herein, the Borrower's Fixed Charge
          Coverage Ratio for any Testing Period shall be computed by giving
          effect to (x) the inclusion of the appropriate financial items for any
          person or business unit which has been acquired by the Borrower for
          any portion of such Testing Period prior to the date
<PAGE>

          of acquisition, and (y) the exclusion of the appropriate financial
          items for any person or business unit which has been disposed of by
          the Borrower, for the portion of such Testing Period prior to the date
          of disposition.

          1.2. Pricing Changes.  Sections 2.7(g) of the Credit Agreement is
hereby amended in its entirety to read as follows:

               (g)  Interest Rate Margins.   As used herein the terms
          "Applicable Prime Rate Margin" and "Applicable Eurodollar Margin"
          shall mean the applicable rates determined in accordance with the
          following provisions:

                    (i)    for any date prior to January 31, 2001, the
          Applicable Prime Rate Margin and the Applicable Eurodollar Margin for
          all Loans shall be determined in accordance with section 2.7(g) of the
          Credit Agreement as in effect prior to January 31, 2001.

                    (ii)   subject at all times to section 2.7(c) and subpart
          (iv) below, from January 31, 2001 through June 30, 2001, (A) the
          Applicable Prime Rate Margin for Revolving Loans and Term A Loans
          shall be 125 basis points per annum and for Term B Loans shall be 225
          basis points per annum, and (B) the Applicable Eurodollar Margin for
          Revolving Loans and Term A Loans shall be 275 basis points per annum
          and for Term B Loans shall be 375 basis points per annum; provided,
          however that if, at any time during such period, the Borrower's ratio
          of Consolidated Total Debt to Consolidated EBITDA, as computed in
          accordance with section 9.8, shall be greater than 3.50 to 1.00, then
          (A) the Applicable Prime Rate Margin for Revolving Loans and Term A
          Loans shall be 150 basis points per annum and for Term B Loans shall
          be 250 basis points per annum, and (B) the Applicable Eurodollar
          Margin for Revolving Loans and Term A Loans shall be 300 basis points
          per annum and for Term B Loans shall be 400 basis points per annum.

                    (iii)  subject at all times to section 2.7(c) and subpart
          (iv) below, commencing on and after July 1, 2001, and continuing with
          each fiscal quarter thereafter, the Applicable Prime Rate Margin and
          Applicable Eurodollar Margin for all Loans shall be the particular
          rate per annum determined by the Administrative Agent in accordance
          with the Pricing Grid Table that appears below, based on the
          Borrower's ratio of Consolidated Total Debt to Consolidated EBITDA, as
          computed in accordance with section 9.8 hereof and such Pricing Grid
          Table, and the following provisions:

                           (A)  Changes in the Applicable Prime Rate Margin or
                    Applicable Eurodollar Margin based upon changes in such
                    ratio shall become effective on the first day of the month
                    following the receipt by the Administrative Agent pursuant
                    to section 8.1(a) or (b) of the financial statements of the
                    Borrower, accompanied by the certificate and calculations
                    referred to in section 8.1(c), demonstrating the computation
                    of such ratio, based upon the ratio in effect at the end of
                    the applicable period covered (in whole or in part) by such
                    financial statements;

                           (B)  Notwithstanding the above provisions, but
                    subject section 2.7(c), during any period when the Borrower
                    has failed to timely deliver its consolidated financial
                    statements referred to in section 8.1(a) or (b), accompanied
                    by the certificate and calculations referred to in section
                    8.1(c), a Default under section 10.1(a) has occurred and is
                    continuing, or an Event of Default has occurred and is
                    continuing, the Applicable Prime Rate Margin and the
                    Applicable Eurodollar Margin shall be the highest rate per
                    annum indicated therefor in the Pricing Grid Table,
                    regardless of the Borrower's ratio of Consolidated Total
                    Debt to Consolidated EBITDA at such time; and

                           (C)  Any change in the Applicable Prime Rate Margin
                    or Applicable Eurodollar Margin shall be determined by the
                    Administrative Agent in accordance with the above provisions
                    and the Administrative Agent shall promptly provide notice
                    of such determinations to the Borrower and the Lenders. Any
                    such determination by the Administrative Agent pursuant to
                    this section 2.7(g) shall be conclusive and binding absent
                    manifest error.

                                       2
<PAGE>

                    (iv)  notwithstanding anything in this section 2.7 or
          elsewhere in the Credit Agreement to the contrary, if, at any time,
          the rating accorded to the Borrower's senior secured debt (A) by
          Moody's shall be less than Ba3, or (B) by S&P shall be less than BB-,
          then effective immediately on the date of a change to any such rating,
          and thereafter, the Applicable Prime Rate Margin and the Applicable
          Eurodollar Margin for all Loans, as determined in accordance with this
          section 2.7(g), shall be increased by 25 basis points.

                              PRICING GRID TABLE
                          (Expressed in Basis Points)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                            Applicable
Ratio of                    Prime Rate         Applicable
Consolidated Total          Margin for         Eurodollar          Applicable      Applicable
Debt to                     Revolving          Margin for          Prime Rate      Eurodollar     Applicable
Consolidated                Loans and Term     Revolving Loans     Margin for      Margin for     Commitment
EBITDA                      A Loans            and Term A Loans    Term B Loans    Term B Loans   Fee Rate
<S>                         <C>                <C>                 <C>             <C>            <C>
--------------------------------------------------------------------------------------------------------------

Greater than 3.50 to 1.00      150.00              300.00              250.00          400.00       50.00
--------------------------------------------------------------------------------------------------------------
Greater than 3.00 to           125.00              275.00              225.00          375.00       50.00
 1.00 but less than or
 equal to 3.50 to 1.00
--------------------------------------------------------------------------------------------------------------
Greater than 2.50 to           100.00              250.00              225.00          375.00       50.00
 1.00 but less than or
 equal to 3.00 to 1.00
--------------------------------------------------------------------------------------------------------------
Greater than 2.00 to            62.50              212.50              225.00          375.00       50.00
 1.00 but less than or
 equal to 2.50 to 1.00
--------------------------------------------------------------------------------------------------------------
Less than or equal to           25.00              175.00              225.00          375.00       50.00
 2.00 to 1.00
--------------------------------------------------------------------------------------------------------------
</TABLE>


     1.3.  Amendment to Certain Financial Covenants. Sections 9.8, 9.9, 9.10 and
9.11 of the Credit Agreement are hereby amended such that, for any date prior to
December 31, 2000, the Borrower shall be required to comply with such Sections
as in effect prior to the Amendment Effective Date, and, on December 31, 2000
and thereafter, such sections shall be amended in their entirety to read as
follows:

           9.8. Consolidated Total Debt/Consolidated EBITDA Ratio.  The Borrower
     shall not at any time permit the ratio of Consolidated Total Debt at the
     end of any Testing Period to Consolidated EBITDA for such Testing Period to
     exceed the ratio specified below:

             -----------------------------------------------
               Testing Period                 Ratio
             -----------------------------------------------
               December 31, 2000              3.25 to 1.00
             -----------------------------------------------
               March 31, 2001                 4.00 to 1.00
             -----------------------------------------------
               June 30, 2001                  4.15 to 1.00
             -----------------------------------------------

                                       3
<PAGE>

          -------------------------------------------------------------
            Testing Period                                  Ratio
          -------------------------------------------------------------
            September 30, 2001                           4.00 to 1.00
          -------------------------------------------------------------
            December 31, 2001                            3.50 to 1.00
          -------------------------------------------------------------
            March 31, 2002                               3.25 to 1.00
          -------------------------------------------------------------
            June 30, 2002                                2.75 to 1.00
          -------------------------------------------------------------
            September 30, 2002 and thereafter            2.50 to 1.00
          -------------------------------------------------------------

          9.9.  Interest Coverage Ratio. The Borrower shall not permit at any
time its Interest Coverage Ratio for any Testing Period to be less than the
ratio specified below:

          --------------------------------------------------------------
           Testing Period                                  Ratio
          --------------------------------------------------------------
           December 31, 2000                            3.50 to 1.00
          --------------------------------------------------------------
           March 31, 2001                               2.90 to 1.00
           -------------------------------------------------------------
           June 30, 2001                                2.60 to 1.00
          --------------------------------------------------------------
           September 30, 2001                           2.60 to 1.00
          --------------------------------------------------------------
           December 31, 2001                            2.75 to 1.00
          --------------------------------------------------------------
           March 31, 2002                               3.00 to 1.00
          --------------------------------------------------------------
           June 30, 2002                                3.25 to 1.00
          --------------------------------------------------------------
           September 30, 2002 and thereafter            3.50 to 1.00
          --------------------------------------------------------------

          9.10. Fixed Charge Coverage Ratio. The Borrower shall not at any time
permit its Fixed Charge Coverage Ratio for any Testing Period to be less than
the ratio specified below:

          --------------------------------------------------------------
           Testing Period                                  Ratio
          --------------------------------------------------------------
           December 31, 2000                            1.75 to 1.00
          --------------------------------------------------------------
           March  31, 2001                              1.50 to 1.00
          --------------------------------------------------------------
           June 30, 2001                                1.10 to 1.00
          --------------------------------------------------------------
           September 30, 2001                           1.10 to 1.00
          --------------------------------------------------------------
           December 31, 2001                            1.35 to 1.00
          --------------------------------------------------------------
           March 31, 2002 through September 30, 2002    1.50 to 1.00
          --------------------------------------------------------------
           December 31, 2002                            1.75 to 1.00
          --------------------------------------------------------------
           March 31, 2003 and thereafter                2.00 to 1.00
          --------------------------------------------------------------

                                       4
<PAGE>

          9.11.   Minimum Consolidated EBITDA. The Borrower shall not permit at
     any time its Consolidated EBITDA for any Testing Period to be less than the
     amount specified below, provided that, in the event the Borrower and/or its
     Subsidiaries complete any Acquisition after the Effective Date (other than
     the Hi-Stat Acquisition), each of the amounts specified below shall be
     increased by an amount equal to 85% of the consolidated earnings before
     interest, income taxes, depreciation and amortization attributable to the
     business and assets acquired in each such Acquisition for the most recently
     completed period of four fiscal quarters preceding the date such
     Acquisition is completed:

         -----------------------------------------------------------
          Testing Period                                     Amount
         -----------------------------------------------------------
          December 31, 2000                            $100,000,000
         -----------------------------------------------------------
          March 31, 2001                               $ 85,000,000
         -----------------------------------------------------------
          June 30, 2001 and September 30, 2001         $ 80,000,000
         -----------------------------------------------------------
          December 31, 2001                            $ 87,500,000
         -----------------------------------------------------------
          March 31, 2002                               $100,000,000
         -----------------------------------------------------------
          June 30, 2002                                $110,000,000
         -----------------------------------------------------------
          September 30, 2002                           $120,000,000
         -----------------------------------------------------------
          December 31, 2002 and March 31, 2003         $130,000,000
         -----------------------------------------------------------
          June 30, 2003 through September 30, 2004     $140,000,000
         -----------------------------------------------------------
          December 31, 2004 and thereafter             $150,000,000
         -----------------------------------------------------------

     At the time that the Borrower and/or its Subsidiaries complete an
     Acquisition requiring an adjustment to the foregoing amounts, the Borrower
     shall deliver to the Administrative Agent and the Lenders a certificate of
     its chief financial or accounting officer or another Authorized Officer,
     reasonably satisfactory in form and substance to the Administrative Agent,
     as to the amounts of such adjustments, and setting forth the calculations
     and other financial information (including copies of financial statements
     of the business acquired in the Acquisition) used in determining such
     adjustments.

     1.4.  Amendment to Section 9.12. The Capital Expenditure limitation set
forth in Section 9.12 of the Credit Agreement for the fiscal year ended December
31, 2001 is hereby amended to delete the amount "$30,000,000" and to insert in
place thereof the amount "$33,500,000"; provided, however, that any amount of
Consolidated Capital Expenditures not utilized for the fiscal year ended
December 31, 2000 shall not be permitted to be carried over to the fiscal year
ended December 31, 2001.

     SECTION 2. REPRESENTATIONS AND WARRANTIES.

     The Borrower represents and warrants as follows:

     2.1.  Authorization and Validity of Amendment, etc.  This Amendment has
been duly authorized by all necessary corporate action on the part of the
Borrower, has been duly executed and delivered by a duly authorized officer of
the Borrower, and constitutes the valid and binding agreement of the Borrower,
enforceable against the Borrower in accordance with its terms, except to the
extent that the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws generally affecting
creditors' rights and by equitable principles (regardless of whether enforcement
is sought in equity or at law).

     2.2.  Representations and Warranties.   The representations and warranties
of the Credit Parties contained in the Credit Agreement or in the other Credit
Documents are true and correct in all material respects on and as of the

                                       5
<PAGE>

Amendment Effective Date as though made on and as of the Amendment Effective
Date, except to the extent that such representations and warranties expressly
relate to an earlier specified date, in which case such representations and
warranties are hereby reaffirmed as true and correct in all material respects as
of the date when made.

     2.3.  No Event of Default. No Default or Event of Default exists or
hereafter shall begin to exist.

     2.4.  Compliance. The Borrower is in compliance with all covenants and
agreements contained in the Credit Agreement, as amended hereby, and the other
Credit Documents to which it is a party; without limitation of the foregoing,
each Subsidiary of the Borrower that, as of the date hereof, is required to be a
Subsidiary Guarantor, has, on or prior to the Amendment Effective Date, become a
Subsidiary Guarantor under the Subsidiary Guaranty.

     2.5.  Financial Statements, etc. The Borrower has furnished to the Lenders
and the Administrative Agent complete and correct copies of:

               (a)  the audited consolidated balance sheets of the Borrower and
     its consolidated Subsidiaries as of December 31, 1998, and December 31,
     1999, and the related audited consolidated statements of income,
     stockholders' equity, and cash flows for the fiscal years then ended,
     accompanied by the unqualified report thereon of the Borrower's independent
     accountants; and

               (b)  the unaudited condensed consolidated balance sheets of the
     Borrower and its consolidated Subsidiaries as of September 30, 2000, and
     the related unaudited condensed consolidated statements of income and of
     cash flows of the Borrower and its consolidated Subsidiaries for the fiscal
     quarter or quarters then ended, as contained in the Form 10-Q Quarterly
     Report of the Borrower filed with the SEC.

All such financial statements have been prepared in accordance with GAAP,
consistently applied (except as stated therein), and fairly present, in all
material respects, the financial position of the Borrower and its consolidated
Subsidiaries as of the respective dates indicated and the consolidated results
of their operations and cash flows for the respective periods indicated, subject
in the case of any such financial statements which are unaudited, to the absence
of footnotes and to normal audit adjustments none of which shall involve a
Material Adverse Effect.

     2.6.  No Claims, etc.  The Borrower is not aware of any claim or offset
against, or defense or counterclaim to, any of its obligations or liabilities
under the Credit Agreement or any other Credit Document.

     SECTION 3. RATIFICATIONS.

     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.


     SECTION 4.  BINDING EFFECT.

     This Amendment shall become effective on January 26, 2001 (the "Amendment
Effective Date"), subject to the satisfaction of the following conditions on or
before such date:

          (a)  this Amendment shall have been executed by the Borrower and the
     Administrative Agent, and counterparts hereof as so executed shall have
     been delivered to the Administrative Agent;

          (b)  the Acknowledgment and Consent appended hereto shall have been
     executed by the Credit Parties named therein, and counterparts thereof as
     so executed shall have been delivered to the Administrative Agent; and

          (c)  the Administrative Agent shall have been notified by the Required
     Lenders that such Lenders have consented to the changes in the Credit
     Agreement effected by this Amendment (which notification may be by
     facsimile or other written confirmation of such consent);

                                       6
<PAGE>

and thereafter this Amendment shall be binding upon and inure to the benefit of
the Borrower, the Agents, and each Lender and their respective permitted
successors and assigns. After this Amendment becomes effective, the
Administrative Agent shall promptly furnish a copy of this Amendment to each
Lender and the Borrower.

     SECTION 5. MISCELLANEOUS.

     5.1.  Survival of Representations and Warranties. All representations and
warranties made in this Amendment shall survive the execution and delivery of
this Amendment, and no investigation by the Administrative Agent or any Lender
or any subsequent Loan or other Credit Event shall affect the representations
and warranties or the right of the Administrative Agent or any Lender to rely
upon them.

     5.2.  Reference to Credit Agreement. The Credit Agreement and any and all
other agreements, instruments or documentation now or hereafter executed and
delivered pursuant to the terms of the Credit Agreement as amended hereby, are
hereby amended so that any reference therein to the Credit Agreement shall mean
a reference to the Credit Agreement as amended hereby.

     5.3.  Expenses.  As provided in the Credit Agreement, but without limiting
any terms or provisions thereof, the Borrower shall pay on demand all reasonable
costs and expenses incurred by the Agents in connection with the preparation,
negotiation, and execution of this Amendment, including without limitation the
reasonable costs and fees of the special legal counsel of Agents, regardless of
whether this Amendment becomes effective in accordance with the terms hereof,
and all reasonable costs and expenses incurred by any Agent or Lender in
connection with the enforcement or preservation of any rights under the Credit
Agreement, as amended hereby.

     5.4.  Severability.  Any term or provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the term or provision so held to be invalid or unenforceable.

     5.5.  Applicable Law.  This Amendment shall be governed by and construed
in accordance with the laws of the State of Ohio without regard to conflicts of
laws provisions.

     5.6.  Headings.  The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.

     5.7.  Entire Agreement. This Amendment is specifically limited to the
matters expressly set forth herein. This Amendment and all other instruments,
agreements and documentation executed and delivered in connection with this
Amendment embody the final, entire agreement among the parties hereto with
respect to the subject matter hereof and supersede any and all prior
commitments, agreements, representations and understandings, whether written or
oral, relating to the matters covered by this Amendment, and may not be
contradicted or varied by evidence of prior, contemporaneous or subsequent oral
agreements or discussions of the parties hereto. There are no oral agreements
among the parties hereto relating to the subject matter hereof or any other
subject matter relating to the Credit Agreement. Except as set forth herein, the
Credit Agreement shall remain in full force and effect and be unaffected hereby.

     5.8.  Waiver of Claims.  The Borrower, by signing below, hereby waives
and releases each Agent and each of the Lenders and their respective directors,
officers, employees, attorneys, affiliates and subsidiaries from any and all
claims, offsets, defenses and counterclaims of which Borrower is aware, such
waiver and release being with full knowledge and understanding of the
circumstances and effect thereof and after having consulted legal counsel with
respect thereto.

     5.9.  Counterparts.  This Amendment may be executed by the parties hereto
separately in one or more counterparts and by facsimile signature, 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.

                 [Remainder of page intentionally left blank.]

                                       7
<PAGE>

          5.10.  Jury Trial Waiver.   EACH OF THE PARTIES TO THIS AMENDMENT
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE OTHER CREDIT
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.  EACH PARTY HERETO
HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

          IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered as of the date first above written.

NATIONAL CITY BANK,
   as a Lender, the letter of Credit Issuer,
   the Administrative Agent and
   the Collateral Agent

By:  /s/ David A. Buans
   ---------------------------------
    David A. Buans
    Managing Director


STONERIDGE, INC.

By:  /s/ Kevin P. Bagby
   ---------------------------------
    Kevin P. Bagby
    Vice President-Finance
      & Chief Financial Officer


PNC BANK, NATIONAL ASSOCIATION,
   as a Lender and as Documentation Agent

By: /s/ Joseph G. Moran
   ---------------------------------
    Title: Vice President


DLJ CAPITAL FUNDING, INC.,
   as Syndication Agent

By:  /s/ Dana Klein
   ---------------------------------
    Title:  Director



ABN AMRO BANK N. V.

By:  /s/ John M. Ellenwood
   ---------------------------------
    Title: Group Vice President

And:  /s/ David G. Sagers
    --------------------------------
    Title: Group Vice PResident


THE BANK OF NOVA SCOTIA

By:  /s/ M. D. Smith
   ---------------------------------
    Title: Agent Operations


MELLON BANK, N. A.

By:  /s/ John Joseph Ligday
   ---------------------------------
    Title: Vice President


COMERICA BANK

By:  /s/ Nicholas Mester
   ---------------------------------
    Title: Assistant Vice President



BANK ONE, MICHIGAN
 (formerly NBD Bank)

By:  /s/ Paul E. Flynn
   ---------------------------------
    Title: First Vice President

                                      S-1
<PAGE>

FIRSTAR BANK, NATIONAL ASSOCIATION
 (formerly Star Bank, National Association)

By:  /s/ W. Gregory Schmid
   ---------------------------------
    Title: Vice President



HARRIS TRUST AND SAVINGS BANK

By:  /s/ Thad D. Rasche
   ---------------------------------
    Title: Vice President


FLEET NATIONAL BANK (formerly
 BankBoston, N.A.)

By:_________________________________
    Title:


FIRSTAR BANK, NATIONAL ASSOCIATION
 ( formerly Mercantile Bank NA)

By: /s/ W. Gregory Schmid
   ---------------------------------
    Title:  Vice President


SUNTRUST BANK

By:  /s/ William C. Humphries
   ---------------------------------
    Title: Director


GENERAL ELECTRIC CAPITAL CORPORATION

By:  /s/ William S. Richardson
   ---------------------------------
    Title: Duly Authorized Signatory


BANK AUSTRIA CREDITANSTALT CORPORATE
FINANCE, INC


By:  /s/ David M. Harnish
   ---------------------------------
    Title: Senior Vice President

and:  /s/ Francesco Ossino
    --------------------------------
    Title: Vice President


SUMMIT BANK

By:  /s/ Punam Gambhir
   ---------------------------------
    Title:  Assistant Vice President



AMMC CDO II, LIMITED
By:  American Money Management Corp.,
     as Collateral Manager

By: /s/ David P. Meyer
   ---------------------------------
    Title: Vice President


AMMC CDO I, LIMITED
By:  American Money Management Corp.,
     as Collateral Manager

By:  /s/ David P. Meyer
   ---------------------------------
    Title: Vice President


AG CAPITAL FUNDING PARTNERS, L.P.
By:  Angelo, Gordon & Company, LP,
     as Investment Advisor

By:  /s/ John W. Fraser
   ---------------------------------
    Title: Managing Director


ARCHIMEDES FUNDING II LTD.

By: /s/ Greg Lasuda
   ---------------------------------
    Title: Vice President


ATHENA CDO LIMITED

By:  /s/ Mohan V. Phansalker
   ---------------------------------
    Title: Senior Vice President


BLACK DIAMOND CLO 1998-1 LTD.

By:  /s/ John H. Cullinane
   ---------------------------------
    Title: Director


BLACK DIAMOND CLO 2000-1 LTD.

By:  /s/ David Dyer
   ---------------------------------
    Title: Director


CAPTIVA IV FINANCE LTD.

By:  /s/ David Dyer
   ---------------------------------
    Title: Director

                                      S-2
<PAGE>

EATON  VANCE SENIOR INCOME TRUST

By:_________________________________
    Title:


FIRST DOMINION FUNDING II
By:  Credit Suisse Asset Management, LLC,
     as collateral manager

By:  /s/ David Lerner
   ---------------------------------
    Title: Authorized Signatory


FLEET NATIONAL BANK

By:_________________________________
    Title:


FREMONT INVESTMENT & LOAN

By:  /s/ Kannika Viravan
   ---------------------------------
    Title: Vice President


GALAXY CLO 1999-1
By:  SAI Investment Adviser, Inc. its Collateral
     Manager

By:  /s/ Kevin Buckle
   ---------------------------------
    Title: Authorized Agent


KZH ING 2 LLC

By: /s/ Kimberly Rowe
   ---------------------------------
    Title: Authorized Agent


KZH ING 3 LLC

By:  /s/ Kimberly Rowe
   ---------------------------------
    Title: Authorized Agent


KZH LANGDALE LLC

By:  /s/ Kimberly Rowe
   ---------------------------------
    Title: Authorized Agent


KZH SOLEIL LLC

By:  /s/ Kimberly Rowe
   ---------------------------------
  Title: Authorized Agent


KZH SOLEIL-2 LLC

By:  /s/ Kimberly Rowe
   ---------------------------------
  Title:  Authorized Agent


KZH-RIVERSIDE LLC

By: /s/ Kimberly Rowe
   ---------------------------------
    Title: Authorized Agent


MASS MUTUAL LIFE INSURANCE

By:  /s/ Steven J. Katz
   ---------------------------------
    Title:  Second Vice President and
         Associate General Counsel


ML CLO ZII PILGRIM AMERICA

By:  /s/ Mark F. Haak
   ---------------------------------
    Title: Assistant Vice President


MORGAN STANLEY DEAN WITTER PRIME
INCOME TRUST

By: /s/ Peter Gewirtz
   ---------------------------------
    Title: Vice President


OASIS COLLATERALIZED HIGH INCOME

By:  /s/ Joseph Rotondo
   ---------------------------------
    Title: Authorized Signatory


OSPREY INVESTMENTS PORTFOLIO

By:  /s/ Daniel Slotkin
   ---------------------------------
    Title: Vice President


SENIOR DEBT PORTFOLIO

By:_________________________________
    Title:


SOMERS CDO, LIMITED

By: /s/ Steven J. Katz
   ---------------------------------
    Title: Second Vice President and
           Assistant General Counsel

                                      S-3
<PAGE>

SRV-HIGHLAND

By:_________________________________
    Title:


STEIN ROE & FARNHAM INCORPORATED,
          as agent for Keyport Life Insurance
          Company.

By: /s/ Brian W. Good
   ---------------------------------
    Title: Senior Vice President


STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY

By: /s/ Brian W. Good
   ---------------------------------
    Title: Senior Vice President


TEXAS COMMERCE BANK NA


By:_________________________________
    Title:


TORONTO DOMINION (N.Y.), INC.

By:_________________________________
    Title:


TRAVELERS CORPORATE LOAN FUND INC.
By:  Travelers Asset Management International
          Company LLC

By:  /s/ Matthew J. McInerny
   ---------------------------------
    Title: Assistant Investment Officer


THE TRAVELERS INSURANCE COMPANY

By:  /s/ Matthew J. McInerny
   ---------------------------------
    Title: Assistant Investment Officer

COLUMBUS LOAN FUNDING LTD.
By:  Travelers Asset Management
     International Company LLC

By:  /s/ Matthew J. McInerny
   ---------------------------------
    Title: Assistant Investment Officer



VAN KEMPEN CLO I, LIMITED

By:  /s/ Darvin D. Pierce
   ---------------------------------
    Title: Principal


VAN KEMPEN PRIME RATE INCOME

By:  /s/ Darvin D. Pierce
   ---------------------------------
    Title: Principal


AVALON CAPITAL LTD.
By:  INVESCO Senior Secured Management, Inc.
     as Portfolio Advisor

By:  /s/ Joseph Rotondo
   ---------------------------------
  Title:  Authorized Signatory


AVALON CAPITAL LTD 2
By:  INVESCO Senior Secured Management, Inc.
     as Portfolio Advisor

By:  /s/ Joseph Rotondo
   ---------------------------------
  Title: Authorized Signatory


CHARTER VIEW PORTOFOLIO
By:  INVESCO Senior Secured Management, Inc.
     as Portfolio Advisor

By:  /s/ Joseph Rotondo
   ---------------------------------
  Title: Authorized Signatory


ADDISON CDO, LIMITED (Acct 1279)
By:  Pacific Investment Management Company
     LLC as its Investment Advisor

By: /s/ Mohan V. Phansalker
   ---------------------------------
  Title: Senior Vice President


BEDFORD CDO, LIMITED (Acct 1276)
By:  Pacific Investment Management Company
     LLC as its Investment Advisor

By: /s/ Mohan V. Phansalker
   ---------------------------------
  Title: Senior Vice President

                                      S-4
<PAGE>

CATALINA CDO LTD (Acct 1287)
By:  Pacific Investment Management Company
     LLC as its Investment Advisor

By: /s/ Mohan V. Phansalker
   ---------------------------------
  Title: Senior Vice President


JISSEKIKUN FUNDING, LTD (Acct 1288)
By:  Pacific Investment Management Company
     LLC as its Investment Advisor

By: /s/ Mohan V. Phansalker
   ---------------------------------
  Title: Senior Vice President

                                      S-5
<PAGE>

                           ACKNOWLEDGMENT AND CONSENT

          For the avoidance of doubt, and without limitation of the intent and
effect of sections 4 and 5 of the Subsidiary Guaranty (as  such term is defined
in the Credit Agreement referred to in the Amendment No. 4 to Credit Agreement
(the "Amendment"), to which this Acknowledgment and Consent is appended), each
of the undersigned hereby unconditionally and irrevocably (i) acknowledges
receipt of a copy of the Credit Agreement and the Amendment, and (ii) consents
to all of the terms and provisions of the Credit Agreement as amended by the
Amendment.

          Capitalized terms which are used herein without definition shall have
the respective meanings ascribed thereto in the Credit Agreement referred to
herein. This Acknowledgment and Consent is for the benefit of the Lenders, the
Administrative Agent, the Collateral Agent and any Designated Hedge Creditor
(as defined in the Subsidiary Guaranty) which may be a third party beneficiary
of the Subsidiary Guaranty or any Security Document, in its capacity as such
third party beneficiary under any Credit Document, and their respective
successors and assigns. No term or provision of this Acknowledgment and Consent
may be modified or otherwise changed without the prior written consent of the
Administrative Agent, given as provided in the Credit Agreement. This
Acknowledgment and Consent shall be binding upon the successors and assigns of
each of the undersigned. This Acknowledgment and Consent may be executed by any
of the undersigned in separate counterparts, each of which shall be an original
and all of which together shall constitute one and the same instrument.

          IN WITNESS WHEREOF, each of the undersigned has duly executed and
delivered this Acknowledgment and Consent as of the date of the Amendment
referred to herein.


--------------------------------------------------------------------------------
Stoneridge Control Devices, Inc.          Stoneridge Electronics, Inc.

By: /s/ Kevin P. Bagby                    By: /s/ Kevin P. Bagby
   ----------------------------------        -----------------------------------
Title: Director, Vice President and          Title: Director, Vice President and
Chief  Financial Officer                            Chief Financial Officer
--------------------------------------------------------------------------------

                                      S-6
</TEXT>
</DOCUMENT>
