ex4-4tosept302007form10q.htm


    Exhibit
      4.4

     

    PROMISSORY
      NOTE

     

    
      	
              Principal

            	
              Loan
                Date

            	
              Maturity

            	
              Loan
                No.

            	
              Call/Coli

            	
              Account

            	
              Officer

            	
              Initials

            
	
              $50,000,000.00

            	
              11-01-2007

            	
              10-31-2008

            	
              1440055-10001

            	
              M1OO/A4

            	
              00000992919

            	
              6137

            	 


    

    


    References
      in the shaded area are for Lender's use only and do not limit the applicability
      of this document to any particular loan or item

     

    Any
      item
      above containing "•••" has been omitted due to text length
      limitations.

     

    
      	
              Borrower:

            	
              STRATTEC
                SECURITY CORPORATION

              3333
                W Good Hope Rd

              Milwaukee,
                WI 63209-2043

            	
              Lender:

            	
              M&I
                Marshall & Ilsley Bank

              SE
                Wisconsin Region Commercial lending

              770
                North Water Street

              Milwaukee,
                WI 53202

            


    

    


    Principal
      Amount:  $50,000,000.00                                                                                                                                      Date
      of Note:  November
      1,
      2007

     

    PROMISE
      TO PAY.  STRATTEC SECURITY CORPORATION ("Borrower") promises to pay to
      M&I Marshall & Ilsley Bank ("Lender"), or order, in lawful money of the
      United States of America, the principal amount of Fifty Million &
00/100 Dollars ($50,000,000.00) or so much as may be outstanding,
      together with Interest on the unpaid outstanding principal balance of each
      advance.  Interest shall be calculated from the date of each advance
      until repayment of each advance.

     

    PAYMENT.  Borrower
      will pay this loan in one payment of all outstanding principal plus all accrued
      unpaid Interest on October 31, 2008.  In addition, Borrower will pay
      regular monthly payments of all accrued unpaid Interest due as of each payment
      date, beginning November 30, 2007, with all subsequent Interest payments to
      be
      due on the last day of each month after that unless otherwise agreed or required
      by applicable law, payments will be applied to accrued Interest, credit life
      premiums, principal, late charges, and escrow.  The annual Interest
      rate for this Note is computed on a 365/360 basis; that is, by applying the
      ratio of the annual Interest rate over a year of 360 days, multiplied by the
      outstanding principal balance, multiplied by the actual number of days the
      principal balance is outstanding.  Borrower will pay Lender at
      Lender's address shown above or at such other place as Lender may designate
      in
      writing.

     

    VARIABLE
      INTEREST RATE.  The interest rate on this Note is subject to change
      from time to time based on changes in an independent index which is the British
      Bankers Association (BBA) L1BOR and reported by a major news service selected
      by
      Lender (such as Reuters, Bloomberg or Moneyline TeJerate).  If BBA
      LIBOR for the one month period is not provided or reported on the first day
      of a
      month because, for example, it is a weekend or holiday or for another reason,
      the One Month L1BOR Rate shall be established as of the preceding day on which
      a
      BBA L1BOR rate is provided for the one month period and reported by the selected
      news service (the "Index").  The Index is not necessarily the lowest
      rate charged by Lender on its loans.  If the Index becomes unavailable
      during the term of this loan, Lender may designate a substitute index after
      notice to Borrower.  Lender will tell Borrower the current Index rate
      upon Borrower's request.  The interest rate change will not occur more
      often than each first day of each calendar month.  Borrower
      understands that Lender may make loans based on other rates as
      well.  The interest rate to be applied to the unpaid principal balance
      of this Note will be at a rate of 0.750 percentage points over the
      Index.  NOTICE:  Under no circumstances will the interest
      rate on this Note be more than the maximum rate allowed by applicable
      law.

     

    PREPAYMENT.  Borrower
      may pay without penalty all or a portion of the amount owed earlier than it
      is
      due.  Early payments will not, unless agreed to by Lender in writing,
      relieve Borrower of Borrower's obligation to continue to make payments of
      accrued unpaid interest.  Rather, early payments will reduce the
      principal balance due.  Borrower agrees not to send Lender payments
      marked "paid in full", "without recourse", or similar language.  If
      Borrower sends such a payment, Lender may accept it without losing any of
      Lender's rights under this Note, and Borrower will remain obligated to pay
      any
      further amount owed to Lender.  All written communications concerning
      disputed amounts, including any check or other payment instrument that indicates
      that the payment constitutes "payment in full" of the amount owed or that is
      tendered with other conditions or limitations or as full satisfaction of a
      disputed amount must be mailed or delivered to:  M&I Marshall
& Ilsley Bank, P.O. 3114 Milwaukee, WI 53201-3114.

     

    INTEREST
      AFTER DEFAULT.  Upon default, including failure to pay upon final
      maturity, Lender, at its option, may, if permitted under applicable law,
      increase the variable interest rate on this Note to 2.00 percentage points
      over
      the Index.  The interest rate will not exceed the maximum rate
      permitted by applicable law.

     

    DEFAULT.  Each
      of the following shall constitute an event of default ("Event of Default")
      under
      this Note:

     

    Payment
      Default Borrower fails to make any payment when due under this
      Note.

     

    Other
      Defaults.  Borrower fails to comply with or to perform any other term,
      obligation, covenant or condition contained in this Note or in any of the
      related documents or to comply with or to perform any term, obligation, covenant
      or condition contained in any other agreement between Lender and
      Borrower.

     

    Default
      In Favor of Third Parties.  Borrower or any Grantor defaults under any
      loan, extension of credit, security agreement, purchase or sales agreement,
      or
      any other agreement, in favor of any other creditor or person that may
      materially affect any of Borrower's property or Borrower's ability to repay
      this
      Note or perform Borrower's obligations under this Note or any of the related
      documents.

     

    False
      Statements.  Any warranty, representation or statement made or
      furnished to Lender by Borrower or on Borrower's behalf under this Note or
      the
      related documents is false or misleading in any material respect, either now
      or
      at the time made or furnished or becomes false or misleading at any time
      thereafter.

     

    Insolvency.  The
      dissolution or termination of Borrower's existence as a going business, the
      insolvency of Borrower, the appointment of a receiver for any part of Borrower's
      property, any assignment for the benefit of creditors, any type of creditor
      workout, or the commencement of any proceeding under any bankruptcy or
      insolvency laws by or against Borrower.

     

    Creditor
      or Forfeiture Proceedings.  Commencement of foreclosure or forfeiture
      proceedings, whether by judicial proceeding, self-help, repossession or any
      other method, by any creditor of Borrower or by any governmental agency against
      any collateral securing the loan.  This includes a garnishment of any
      of Borrower's accounts, including deposit accounts, with
      Lender.  However, this Event of Default shall not apply if there is a
      good faith dispute by Borrower as to the validity or reasonableness of the
      claim
      which is the basis of the creditor or forfeiture proceeding and if Borrower
      gives Lender written notice of the creditor or forfeiture proceeding and
      deposits with Lender monies or a surety bond for the creditor or forfeiture
      proceeding, in an amount determined by Lender, in its sole discretion, as being
      an adequate reserve or bond for the dispute.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Events
      Affecting Guarantor.  Any of the preceding events occurs with respect
      to any guarantor, endorser, surety, or accommodation party of any of the
      indebtedness or any guarantor, endorser, surety, or accommodation party dies
      or
      becomes incompetent, or revokes or disputes the validity of, or liability under,
      any guaranty of the indebtedness evidenced by this Note.  In the event
      of a death, Lender, at its option, may, but shall not be required to, permit
      the
      guarantor's estate to assume unconditionally the obligations arising under
      the
      guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event
      of
      Default.

     

    Change
      In
      Ownership.  Any change in ownership of fifty-one percent (51%) or more
      of the common stock of Borrower.

     

    Adverse
      Change.  A material adverse change occurs in Borrower's financial
      condition, or Lender believes the prospect of payment or performance of this
      Note is impaired.

     

    LENDER'S
      RIGHTS.  Upon default, Lender may declare the entire unpaid principal
      balance on this Note and all accrued unpaid interest immediately due, and then
      Borrower will pay that amount.

     

    ATTORNEYS'
      FEES; EXPENSES.  Lender may hire or pay someone else to help collect
      this Note if Borrower does not pay.  Borrower will pay Lender that
      amount.  This includes, subject to any limits under applicable law,
      Lender's attorneys' fees and Lender's legal expenses, whether or not there
      is a
      lawsuit, including attorneys' fees, expenses for bankruptcy proceedings
      (including efforts to modify or vacate any automatic stay or injunction), and
      appeals.  If not prohibited by applicable law, Borrower also will pay
      any court costs, in addition to all other sums provided by law.

     

    JURY
      WAIVER.  Lender and Borrower hereby waive the right to any Jury trial
      in any action, proceeding, or counterclaim brought by either Lender or Borrower
      against the other.

     

    GOVERNING
      LAW.  This Note will be governed by federal law applicable to Lender
      and, to the extent not preempted by federal law, the laws of the State of
      Wisconsin without regard to its conflicts of law provisions.  This
      Note has been accepted by Lender in the State of Wisconsin.

     

    CHOICE
      OF
      VENUE.  If there is a lawsuit, Borrower agrees upon Lender's request
      to submit to the jurisdiction of the courts of Milwaukee County, State of
      Wisconsin.

     

    RIGHT
      OF
      SETOFF.  To the extent permitted by applicable law, Lender reserves a
      right of setoff in all Borrower's accounts with Lender (whether checking,
      savings, or some other account).  This includes all accounts Borrower
      holds jointly with someone else and all accounts Borrower may open in the
      future.  However, this does not include any IRA or Keogh accounts, or
      any trust accounts for which setoff would be prohibited by
      law.  Borrower authorizes Lender, to the extent permitted by
      applicable law, to charge or setoff all sums owing on the debt against any
      and
      all such accounts.

     

    LINE
      OF
      CREDIT.  This Note evidences a revolving line of
      credit.  Advances under this Note, as well as directions for payment
      from Borrower's accounts, may be requested orally or in writing by Borrower
      or
      by an authorized person.  Lender may, but need not, require that all
      oral requests be confirmed in writing.  Borrower agrees to be liable
      for all sums either:  (A) advanced in accordance with the instructions
      of an authorized person or (B) credited to any of Borrower's accounts with
      Lender.  The unpaid principal balance owing on this Note at any time
      may be evidenced by endorsements on this Note or by Lender's internal records,
      including daily computer print-outs.  Lender will have no obligation
      to advance funds under this Note if:  (A) Borrower or any guarantor is
      in default under the terms of this Note or any agreement that Borrower or any
      guarantor has with Lender, including any agreement made in connection with
      the
      signing of this Note; (B) Borrower or any guarantor ceases doing business or
      is
      insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit,
      modify or revoke such guarantor's guarantee of this Note or any other loan
      with
      Lender; (D) Borrower has applied funds provided pursuant to this Note for
      purposes other than those authorized by Lender.

     

    INTEREST
      RATE.  LIBOR plus .75% for initial $20,000,000.00 increasing to LIBOR
      plus 1.25% for remaining $30,000,000.00.

     

    SUCCESSOR
      INTERESTS.  The terms of this Note shall be binding upon Borrower,
      successors and assigns, and shall inure to the benefit of Lender and its
      successors and assigns.

     

    GENERAL
      PROVISIONS.  This Note benefits Lender and its successors and assigns,
      and binds Borrower, successors and assigns.  Lender may delay or forgo
      enforcing any of its rights or remedies under this Note without losing
      them.  Borrower and any other person who signs, guarantees or endorses
      this Note, to the extent allowed by law, waive presentment, demand for payment,
      and notice of dishonor.  Upon any change in the terms of this Note,
      and unless otherwise expressly stated in writing, no party who signs this Note,
      whether as maker, guarantor, accommodation maker or endorser, shall be released
      from liability.  All such parties agree that Lender may renew or
      extend (repeatedly and for any length of time) this loan or release any party
      or
      guarantor or collateral; or impair, fail to realize upon or perfect Lender's
      security interest in the collateral; and take any other action deemed necessary
      by Lender without the consent of or notice to anyone.  All such
      parties also agree that Lender may modify this loan without the consent of
      or
      notice to anyone other than the party with whom the modification is
      made.

     

    PRIOR
      TO
      SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
      NOTE,
      INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO
      THE TERMS OF THE NOTE.

     

    BORROWER
      ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

     

    BORROWER:

    


    
      	
              STRATTEC
                SECURITY CORPORATION

               

              By: /s/
                Patrick J.
                Hansen                                              
                

            	
               

               

              By:
                /s/ Harold M. Stratton
                II                                       

            
	 	 
	
              Patrick
                J. Hansen, Senior Vice President of

              STRATTEC
                SECURITY CORPORATION

            	
              Harold
                M. Stratton II, Chairman & CEO of

              STRATTEC
                SECURITY CORPORATION

            


    

    


    
 

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