STRATTEC SECURITY CORP (Form: 8-K, Received: 06/27/2017 16:35:15)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 26, 2017

STRATTEC SECURITY CORPORATION

(Exact name of registrant as specified in charter)

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer I.D. Number)

3333 West Good Hope Road

(Address of Principal Executive Offices)

(Registrant's telephone number; including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 1 - Registrant's Business and Operations

Item 1.01

Entry into a Material Definitive Agreement

Effective as of June 26, 2017, STRATTEC SECURITY CORPORATION (the " Company "), entered into a fourth amendment (the " STRATTEC Fourth Amendment ") to its August 1, 2011 Credit Agreement, as previously amended by an Amendment No. 1 dated December 27, 2013, an Amendment No. 2 dated June 25, 2015 and an Amendment No. 3 dated June 24, 2016 (collectively, the " STRATTEC Credit Agreement "), with BMO Harris Bank N.A., as lender (the " Lender "). The STRATTEC Fourth Amendment extends the term of the STRATTEC Credit Agreement through August 1, 2020, provides for an amendment to the Amended and Restated Security Agreement with the Lender and makes certain other changes to the STRATTEC Credit Agreement. The STRATTEC Fourth Amendment and the First Amendment to the Amended and Restated Security Agreement with the Lender are attached hereto as Exhibits 10.1 and 10.2, respectively, and each is incorporated herein by reference.

Additionally, effective as of June 26, 2017, ADAC-STRATTEC, LLC, a majority owned subsidiary of the Company (" ADAC-STRATTEC "), entered into a fourth amendment (the " ADAC-STRATTEC Fourth Amendment ") to its June 28, 2012 Credit Agreement, as previously amended by an Amendment No. 1 dated January 22, 2014, an Amendment No. 2 dated June 25, 2015 and an Amendment No. 3 dated April 27, 2016 (collectively, the " ADAC-STRATTEC Credit Agreement "), with BMO Harris Bank N.A., as lender. The ADAC-STRATTEC Fourth Amendment extends the term of the ADAC-STRATTEC Credit Agreement through August 1, 2020, increases the maximum borrowing availability under this secured revolving credit facility from $20 million to $25 million and makes certain other changes described in the amendment to ADAC-STRATTEC, LLC's required financial covenants. The ADAC-STRATTEC Fourth Amendment is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

Section 2 - Financial Information

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

As described above under Item 1.01, on June 26, 2017, each of the Company and ADAC-STRATTEC entered into amendments to their respective credit agreements with BMO Harris Bank N.A. extending the term of each credit facility and making certain other changes thereto described above.

Section 9 - Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits

The following exhibits are filed herewith:

Exhibit 10.1 – Amendment No. 4 to STRATTEC Credit Agreement, dated as of June 26, 2017, between STRATTEC SECURITY CORPORATION and BMO Harris Bank N.A., as lender.

Exhibit 10.2 – Amendment No. 1 to Amended and Restated Security Agreement, dated as of June 26, 2017, between STRATTEC SECURITY CORPORATION and BMO Harris Bank N.A., as lender.

Exhibit 10.3 – Amendment No. 4 to ADAC-STRATTEC Credit Agreement, dated as of June 26, 2017, between ADAC-STRATTEC, LLC and BMO Harris Bank N.A., as lender.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

STRATTEC SECURITY CORPORATION

/s/ Patrick J. Hansen

Patrick J. Hansen, Senior Vice President and

Chief Financial Officer

AMENDMENT NO. 4 TO CREDIT AGREEMENT

As of June 26, 2017

BMO Harris Bank N.A.

770 North Water Street

Milwaukee, Wisconsin 53202

Attention: Corporate Banking

Ladies and Gentlemen:

STRATTEC SECURITY CORPORATION, a Wisconsin corporation (the “ Company ”), hereby agrees with you as follows:

1. Definitions . Reference is made to that certain Credit Agreement dated as of August 1, 2011 (as amended, restated, amended and restated or otherwise modified, the “ Credit Agreement ”) between the Company and BMO Harris Bank N.A. (the “ Lender ”). All capitalized terms used and not otherwise defined herein shall have the meanings given to such terms by the Credit Agreement as amended hereby.

2. Background . The Company has requested that the Lender agree to extend the term of the Credit Agreement to August 1, 2020. Subject to all of the terms and conditions hereof, the Lender and the Company have agreed to such amendment on the terms set forth below.

3. Amendment to Credit Agreement . Subject to all of the terms and conditions hereof, upon execution and delivery of this Amendment, the Credit Agreement shall be amended as of the date first written above as follows:

a. All references to the Credit Agreement in the Credit Agreement, the Note and the Loan Documents shall refer to the Credit Agreement as amended hereby.

b. The definition of “Obligations” is amended and restated in its entirety as follows:

“Obligations” means any and all present and future debts, obligations and liabilities of the Company under or in connection with this Agreement, the Note, any Letter of Credit or any other Loan Document, including all obligations to the Lender or any of its Affiliates in respect of Derivatives Contracts, and all present and future debts, obligations and liabilities of the Company to the Lender or any of its Affiliates with respect to any stored value card, commercial credit card or merchant card services, in each case whether now or hereafter made, incurred, or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether the Company is liable individually or jointly with others, whether for principal, interest or other debts, obligations or liabilities.

c. The first sentence of Section 2.01 of the Credit Agreement is amended to change the date “August 1, 2019” to “August 1, 2020”.

d. Section 6.01 is amended to add a new clause (d) in appropriate alphabetical order as follows:

(d) Indebtedness to the Lender or any of its Affiliates with respect to any stored value card, commercial credit card or merchant card services, provided such Indebtedness does not exceed an aggregate of $750,000 at any time outstanding.

4. Conditions . Notwithstanding any other provision of this Amendment, this Amendment shall not become effective unless and until:

a. It has been executed and delivered by all parties to the Credit Agreement as amended hereby;

b. The First Amendment to Amended and Restated Security Agreement, to be dated as of the date hereof (the “ Security Agreement Amendment ”), shall have been executed and delivered by the Company, in form and substance satisfactory to the Lender;

c. The Lender shall have received certificates as of a recent date of the good standing (or comparable standing) of the Company under the laws of its jurisdiction of organization;

d. The Lender shall have received a certificate of an appropriate officer of the Company certifying as to the incumbency and genuineness of the signature of each officer of the Company executing this Amendment and the Security Agreement Amendment and certifying that attached thereto is a true, correct and complete copy of (i) the articles of incorporation of the Company and all amendments thereto, certified as of a recent date by the Wisconsin Department of Financial Institutions, (ii) the bylaws of the Company all amendments thereto, (iii) the resolutions duly adopted by the board of directors of the Company authorizing the borrowings contemplated hereunder and the execution, delivery and performance of this Amendment and the Security Agreement Amendment;

e. The Lender shall have received (i) searches of UCC filings in the jurisdiction of incorporation of the Company, copies of the financing statements on file in such jurisdiction and evidence that no Liens exist other than Permitted Liens and (ii) tax lien and judgment searches; and

f. The Company shall have delivered such other corporate documents as Lender or its counsel may reasonably request, in form and substance satisfactory to the Lender.

5. Representations and Warranties . The Company hereby repeats and reaffirms the representations and warranties set forth in Article V of the Credit Agreement, including without limitation the representations and warranties set forth in Section 5.05 thereof which are made hereunder with respect to the most recent financial statements and related information provided pursuant to Section 7.06 of the Credit Agreement. The Company also represents and warrants that (A) since March 31, 2017 there has been no material adverse change in the property, financial condition or business operations of the Company and its Subsidiaries, taken as a whole, and (B) the execution, delivery and performance of this Amendment are within the corporate powers of the Company, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the shareholders of the Company; (ii) violate any provision of the articles of incorporation or by-laws of the Company or of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Company or any Subsidiary; (iii) require the consent or approval of, or filing or registration with, any governmental body, agency or authority; or (iv) result in any breach of or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property of the Company or any Subsidiary pursuant to any indenture or other agreement or instrument under which the Company or any Subsidiary is a party or by which it or its properties may be bound or affected. This Amendment constitutes, and each of the documents required herein when executed and delivered hereunder will constitute, legal, valid and binding obligations of the Company or other signatory enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy or similar laws affecting the enforceability of creditors’ rights generally.

6. Confirmation of Agreements . Except as expressly provided above, the Credit Agreement and the Loan Documents shall remain in full force and effect. This Amendment does not constitute a waiver or amendment of any term, condition or covenant in the Credit Agreement other than as specifically set forth above. Nothing contained in this Amendment or in any other document, or any course of dealing with the Company, shall be construed to imply that there is any agreement by the Lender to provide any waiver or agree to any amendment in the future. This Amendment shall not release, discharge or satisfy any present or future debts, obligations or liabilities to the Lender of the Company or of any debtor, guarantor or other person or entity liable for payment or performance of any of such debts, obligations or liabilities of the Company, or any mortgage, security interest, lien or other collateral or security for any of such debts, obligations or liabilities of the Company or such debtors, guarantors or other persons or entities, or waive any default except as expressly provided herein, and the Lender expressly reserves all of its rights and remedies with respect to the Company and all such debtors, guarantors or other persons or entities, and all such mortgages, security interests, liens and other collateral and security. This is an amendment and not a novation. The Company acknowledges and agrees that the obligations under the Credit Agreement and the Note exist and are owing with no offset, defense or counterclaim assertible by the Company and that the Credit Agreement, the Note and the Loan Documents are valid, binding and fully enforceable according to their respective terms.

7. Miscellaneous . The Company shall be responsible for the payment of all fees and out-of-pocket disbursements incurred by the Lender in connection with the preparation, execution, delivery, administration and enforcement of this Amendment including all costs of collection, and including without limitation the reasonable fees and disbursements of counsel for the Lender, whether or not any transaction contemplated by this Amendment is consummated. The provisions of this Amendment shall inure to the benefit of any holder of the Note, and shall inure to the benefit of and be binding upon any successor to any of the parties hereto. All agreements, representations and warranties made herein shall survive the execution of this Amendment and the making of the loans under the Credit Agreement, as so amended. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Wisconsin. This Amendment may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment is solely for the benefit of the parties hereto and their permitted successors and assigns. No other person or entity shall have any rights under, or because of the existence of, this Amendment.

[Remainder of this page is intentionally left blank; signature page follows.]

If the foregoing is satisfactory to you, please sign the form of acceptance below and return a signed counterpart hereof to the Company.

	Very truly yours,

	STRATTEC SECURITY CORPORATION

(CORPORATE SEAL)	By:	/s/ Frank J. Krejci
	Name:	Frank J. Krejci
	Title:	President and Chief Executive Officer

	And by:	/s/ Patrick J. Hansen
	Name:	Patrick J. Hansen
	Title:	Senior Vice President and
		Chief Financial Officer

[Signature page to Strattec Security Corporation

Amendment No. 4 to Credit Agreement]

Agreed to as of the date first above written.

	BMO HARRIS BANK N.A.

	By:	/s/ Mark Czarnecki
	Name:	Mark Czarnecki
	Title:	Senior Vice President

[Signature page to Strattec Security Corporation

Amendment No. 4 to Credit Agreement]

Exhibit 10.2

FIRST AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT (this “ Amendment ”) is entered into as of June 26, 2017 between STRATTEC SECURITY CORPORATION , a Wisconsin corporation (“ Grantor ”), and BMO HARRIS BANK N.A. (“ Lender ”).

WHEREAS , Grantor and Lender have entered into that certain Amended and Restated Security Agreement dated as of June 28, 2012 (the “ Agreement ”) pursuant to which Grantor has granted Lender a first priority security interest in the Collateral described therein as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of Grantor’s Obligations ; and

WHEREAS , Grantor and Lender desire to amend the Agreement; and

WHEREAS , pursuant to Section 7.1 of the Agreement, Grantor and Lender may amend the Agreement in a writing signed by Grantor and Lender.

NOW, THEREFORE , in consideration of the foregoing and the covenants set forth in this Amendment, Grantor and Lender agree as follows:

1. Definitions . All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

2. Amendments . Subject to all of the terms and conditions hereof, upon execution and delivery of this Amendment, the Agreement shall be amended as of the date first written above as follows:

(a) All references to the Agreement in the Credit Agreement, the Agreement and any agreement related thereto shall refer to the Agreement as amended hereby.

(b) The phrase “ dated as of the date hereof” in the introductory paragraph of the Agreement is hereby deleted and replaced with “dated as of August 1, 2011”.

““ Obligations ”: the collective reference to (i) the Credit Agreement Obligations, (ii) the Guarantee Agreement Obligations, (iii) the Derivative Contract Obligations, (iv) all obligations and liabilities of the Grantors, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise out of, or in connection with, any deposit accounts maintained by Lender or its affiliates for account of any Grantor, or any transfer of funds which may arise out of, or in connection with, such deposit accounts, and (v) all other obligations and liabilities of any Grantor in favor of any Secured Party, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, or determined or undetermined, whether any Grantor is liable individually or jointly with others, including, without limitation, on account of principal, interest or other debts, guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable fees and disbursements of counsel to the Lender or to any Secured Party that are required to be paid by such Grantor), obligations with respect to overdrafts in deposit accounts, letters of credit, bankers’ acceptances, any stored value card, commercial credit card and merchant card services, and whether or not any or all such debts, obligations and liabilities are or become barred by any statute of limitations or otherwise unenforceable, and including any of the foregoing that arise after the filing of a petition by or against Grantor under the United States Bankruptcy Code.”

3. Representations and Warranties . Lender and Grantor each represent and warrant that the execution, delivery and performance of this Amendment and the other documents required hereby are within their respective organizational powers and have been duly authorized by all necessary organizational action on the part of Lender and Grantor, as applicable. This Amendment constitutes, and each of the documents required herein when executed and delivered hereunder will constitute, legal, valid and binding obligations of Lender and Grantor, as the case may be, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy or similar laws affecting the enforceability of creditors’ rights generally.

4. Confirmation of Agreement . Except as expressly provided herein, the Agreement shall remain in full force and effect.

5. Effectiveness . This Amendment shall not become effective unless and until it has been executed and delivered by all parties hereto.

6. Governing Law . This Amendment shall be governed by, and construed and interpreted in accordance with, the law of the State of Wisconsin.

7. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which when taken together shall constitute one and the same instrument. Delivery by telecopier or by electronic .pdf copy of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the day and year first above written.

	STRATTEC SECURITY CORPORATION ,
	as Grantor

	By:	/s/ Patrick J. Hansen
	Name:	Patrick J. Hansen
	Title:	Senior Vice President and CFO

	BMO HARRIS BANK N.A. ,
	as Lender

	By:	/s/ Mark Czarnecki
	Name:	Mark Carnecki
	Title:	Senior Vice President

[Signature Page to First Amendment to Amended and Restated Security Agreement]

AMENDMENT NO. 4 TO CREDIT AGREEMENT

As of June 26, 2017

BMO Harris Bank N.A.

770 North Water Street

Milwaukee, Wisconsin 53202

Attention: Corporate Banking

Ladies and Gentlemen:

ADAC-STRATTEC, LLC, a Delaware limited liability company (the “ Company ”), hereby agrees with you as follows:

1. Definitions . Reference is made to that certain Credit Agreement dated as of June 28, 2012 (as amended, restated, amended and restated or otherwise modified, the “ Credit Agreement ”) between the Company and BMO Harris Bank N.A. (the “ Lender ”). All capitalized terms used and not otherwise defined herein shall have the meanings given to such terms by the Credit Agreement as amended hereby.

2. Background . The Company has requested that the Lender agree to (i) extend the term of the Credit Agreement to August 1, 2020, (ii) increase the Revolving Commitment (as defined in the Credit Agreement) to $25,000,000, and (iii) make certain other changes to the Credit Agreement. Subject to all of the terms and conditions hereof, the Lender and the Company have agreed to such amendment on the terms set forth below. Pursuant to the Credit Agreement, the Company has issued a promissory note to the Lender in the principal amount of $20,000,000, dated April 27, 2016 (the “ Existing Note ”). Any additional loans made pursuant to the increased credit, together with the unpaid balance of the Existing Note, shall be evidenced by a new promissory note of the Company in the form of Exhibit A annexed hereto (the “ Amended Note ”) in the amount of $25,000,000, dated the date hereof, which shall be executed by the Company and delivered to the Lender. Accrued interest on the Existing Note outstanding on the date of issuance of the Amended Note shall be included in interest due on the Amended Note on the first interest payment date specified therein or in the Credit Agreement.

a. All references to the Credit Agreement in the Credit Agreement, the Note and the Loan Documents shall refer to the Credit Agreement as amended hereby. All references to the Note in the Credit Agreement, the Note and the Loan Documents shall refer to the Amended Note.

b. The definition of “Revolving Commitment” is amended and restated in its entirety as follows:

“Revolving Commitment” means the obligation of the Lender to make Revolving Loans to the Company and issue Letters of Credit for the account of the Company subject to the terms and conditions of this Agreement in an aggregate amount not exceeding $25,000,000, as such amount may be reduced from time to time pursuant to the terms hereof.

c. The first sentence of Section 2.01 of the Credit Agreement is amended to change the date “August 1, 2019” to “August 1, 2020”.

d. Section 7.01(a) of the Credit Agreement is amended and restated in its entirety as follows:

(a) Tangible Net Worth . The Company shall maintain Tangible Net Worth in an amount at least equal to $27,000,000.

e. Section 7.06(a) is hereby amended to delete the phrase “Within 45 days after the end of each fiscal quarter of the Company” and replace it with “Within 30 days after the end of each fiscal quarter of the Company”.

4. Conditions . Notwithstanding any other provision of this Amendment, this Amendment shall not become effective unless and until:

a. It has been executed and delivered by all parties to the Credit Agreement as amended hereby, and acknowledged and agreed to by STRATTEC SECURITY CORPORATION, a Wisconsin corporation (the “ Guarantor ”);

b. The Amended Note shall have been executed and delivered by the Company, in form and substance satisfactory to the Lender;

c. The Lender shall have received certificates as of a recent date of the good standing (or comparable standing) of the Company under the laws of its jurisdiction of organization;

d. The Lender shall have received a certificate of an appropriate officer of the Company certifying as to the incumbency and genuineness of the signature of each officer of the Company executing this Amendment and the Amended Note and certifying that attached thereto is a true, correct and complete copy of (i) the certificate of formation of the Company and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, (ii) the operating agreement of the Company all amendments thereto, (iii) the resolutions duly adopted by the board of directors of the Company authorizing the borrowings contemplated hereunder and the execution, delivery and performance of this Amendment and the Amended Note;

f. The Company and the Guarantor shall have delivered such other corporate documents as Lender or its counsel may reasonably request, in form and substance satisfactory to the Lender.

5. Representations and Warranties . The Company hereby repeats and reaffirms the representations and warranties set forth in Article V of the Credit Agreement, including without limitation the representations and warranties set forth in Section 5.05 thereof which are made hereunder with respect to the most recent financial statements and related information provided pursuant to Section 7.06 of the Credit Agreement. The Company also represents and warrants that (A) since March 31, 2017 there has been no material adverse change in the property, financial condition or business operations of the Company and its Subsidiaries, taken as a whole, and (B) the execution, delivery and performance of this Amendment are within the limited liability company powers of the Company, have been duly authorized by all necessary limited liability company action and do not and will not (i) require any consent or approval of the stockholders or members of the Company; (ii) violate any provision of the certificate of formation or limited liability company operating agreement of the Company or of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Company or any Subsidiary; (iii) require the consent or approval of, or filing or registration with, any governmental body, agency or authority; or (iv) result in any breach of or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property of the Company or any Subsidiary pursuant to any indenture or other agreement or instrument under which the Company or any Subsidiary is a party or by which it or its properties may be bound or affected. This Amendment constitutes, and each of the documents required herein when executed and delivered hereunder will constitute, legal, valid and binding obligations of the Company or other signatory enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy or similar laws affecting the enforceability of creditors’ rights generally.

[Remainder of this page is intentionally left blank; signature page follows.]

If the foregoing is satisfactory to you, please sign the form of acceptance below and return a signed counterpart hereof to the Company.

	Very truly yours,

	ADAC-STRATTEC, LLC

(SEAL)	By:	/s/ Patrick J. Hansen
	Name:	Patrick J. Hansen
	Title:	Managing Director

[Signature page to ADAC-Strattec, LLC

Amendment No. 4 to Credit Agreement]

Agreed to as of the date first above written.

	BMO HARRIS BANK N.A.

	By:	/s/ Mark Czarnecki
	Name:	Mark Czarnecki
	Title:	Senior Vice President

[Signature page to ADAC-Strattec, LLC

Amendment No. 4 to Credit Agreement]

ACKNOWLEDGEMENT AND CONSENT OF GUARANTOR

The undersigned Guarantor hereby consents to the foregoing Amendment No. 4 to Credit Agreement and agrees that its Corporate Guarantee Agreement dated as of June 28, 2012, and all collateral or security therefor, if any, shall remain in full force and effect after giving effect to the foregoing Amendment.

Dated as of the date first above written.

	STRATTEC SECURITY CORPORATION

	By:	/s/ Frank J. Krejci
	Name:	Frank J. Krejci
	Title:	President and Chief Executive Officer

	And by:	/s/ Patrick J. Hansen
	Name:	Patrick J. Hansen
	Title:	Senior Vice President and
		Chief Financial Officer

Exhibit A

Amended Note

THIRD AMENDED AND RESTATED PROMISSORY NOTE

$25,000,000

June 26, 2017

FOR VALUE RECEIVED, ADAC-STRATTEC, LLC, a Delaware limited liability company (the “Company”), promises to pay to the order of BMO HARRIS BANK N.A. (the “Lender”), without setoff or counterclaim, the principal sum of Twenty Five Million Dollars ($25,000,000), or such lesser amount as the Lender has advanced to the Company pursuant to Section 2.01 of the Credit Agreement referred to below, at the Main Office of the Lender in Milwaukee, Wisconsin, on the Termination Date set forth in the Credit Agreement referred to below. This Amended and Restated Promissory Note (this “Note”) shall bear interest payable on the dates and at the rate or rates set forth in the Credit Agreement referred to below. All amounts payable under this Note and the Credit Agreement shall be payable in lawful money of the United States of America.

This Note constitutes the Revolving Note issued under Credit Agreement dated as of June 28, 2012 (as amended, amended and restated or otherwise modified from time to time, the “Credit Agreement”), between the Company and the Lender, to which Credit Agreement reference is hereby made for a statement of the terms and conditions on which Loans in part evidenced hereby were or may be made, and for a description of the conditions upon which this Note may be prepaid, in whole or in part, or its maturity accelerated.

This Note is issued in substitution for and replacement of, but not repayment or novation of, that certain Second Amended and Restated Promissory Note dated April 27, 2016, executed by the Company and payable to the order of the Lender.

This Note is entitled to the benefit of all of the Loan Documents referred to in the Credit Agreement.

	ADAC-STRATTEC, LLC

	By:	/s/ Patrick J. Hansen
	Name:	Patrick J. Hansen
	Title:	Managing Director

3333 West Good Hope Road Milwaukee, WI		53209
(Address of Principal Executive Offices)		(Zip Code)

0-25150		39-1804239
(Commission File Number)		(I.R.S. Employer I.D. Number)

	STRATTEC SECURITY CORPORATION
Date: June 27, 2017
	By:	/s/ Patrick J. Hansen
		Patrick J. Hansen, Senior Vice President and
		Chief Financial Officer