AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT

Exhibit 99.1

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” ).

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.

“ 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.

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 t