ex4-4tosept272009form10q.htm


    Exhibit
4.4

    
 

    
      


      *00001440055-10001-095510312009*

       

      PROMISSORY
NOTE

      


      
        	
                Principal

              	
                Loan
      Date

              	
                Maturity

              	
                Loan
      No

              	
                Call
      / Coll

              	
                Account

              	
                Officer

              	
                Initials

              
	
                $20,000,000.00

              	
                10-31-2009

              	
                10-30-2010

              	
                1440055-10001-

              	 
      	
                00000992919

              	
                06137

              	
                 

              


      

      


      References
in the boxes above 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  53209-2043

              	
                Lender:

              	
                M&I
      Marshall & Ilsley Bank

                SE
      Wisconsin Region Commercial Lending

                770
      North Water Street

                Milwaukee,
      WI  53202

              


      

      


      
        	
                Principal
      Amount:  $20,000,000.00

              	
                Date
      of Note:  October 31,
2009

              


      

      


       

      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 Twenty Million & 00/100
Dollars ($20,000,000.00) 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 30, 2010.  In addition, Borrower will pay
regular monthly payments of all accrued unpaid interest due as of each payment
date, beginning November 30, 2009, 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,
Principal, Late Charges, and Escrow.  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 one month
British Bankers Association (BBA) LIBOR and reported by a major news service
selected by Lender (such as Reuters, Bloomberg or Moneyline
Telerate).  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 LIBOR Rate shall be established as
of the preceding day on which a BBA LIBOR 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 notifying
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 and will become effective
without notice to the Borrower.  Borrower understands that Lender may
make loans based on other rates as well.  The Index currently is
0.256% per annum.  Interest on the unpaid principal balance of
this Note will be calculated as described in the "INTEREST CALCULATION METHOD"
paragraph using a rate of 2.500 percentage points over the Index, adjusted if
necessary for any minimum and maximum rate limitations described below,
resulting in an initial rate of 4.000% per annum based on a year of 360
days.  NOTICE:  Under no circumstances will the interest
rate on this Note be less than 4.000% per annum or more than the maximum rate
allowed by applicable law.

       

      INTEREST
CALCULATION METHOD.  Interest on this Note is computed on a 365/360
basis; that is, by applying the ratio of the 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.  All interest
payable under this Note is computed using this method.  This
calculation method results in a higher effective interest rate than the numeric
interest rate stated in this Note.

       

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      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.

       

      LATE CHARGE.  If a
payment is not made on or before the 10th day after its due date, Borrower will
be charged 5.000% of the unpaid
portion of the regularly scheduled payment.

       

      INTEREST AFTER
DEFAULT.  Upon default, including failure to pay upon final
maturity, the interest rate on this Note shall be increased by adding a 5.000
percentage point margin ("Default Rate Margin").  The Default Rate
Margin shall also apply to each succeeding interest rate change that would have
applied had there been no default.  However, in no event will the
interest rate exceed the maximum interest rate limitations under 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.

       

      Change In
Ownership.  Any change in ownership of twenty-five percent
(25%) 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.

       

      Insecurity.  Lender
in good faith believes itself insecure.

       

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

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      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.

       

      DISHONORED ITEM
FEE.  Borrower will pay a fee to Lender of $30.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.

       

      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, and, at Lender's option, to administratively freeze all such
accounts to allow Lender to protect Lender's charge and setoff rights provided
in this paragraph.

       

      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; or  (E)  Lender in good faith believes
itself insecure.

       

      HEDGING INSTRUMENTS. The
Indebtedness includes, without limitation all obligations, indebtedness and
liabilities arising pursuant to or in connection with any interest rate swap
transaction, basis swap, forward rate transaction, interest rate option, price
risk hedging transaction or any similar transaction between the Borrower and
Lender.

       

      PRIOR NOTE.  This
Promissory Note provides for the renewal or refinance of the existing debt
evidenced by the Promissory Note, dated October 31, 2003, as may have been
modified, extended or amended.  This Note is not intended to satisfy
or extinguish the underlying debt and obligation evidenced by the October 31,
2003 Promissory Note, but rather set forth the terms and conditions on which
such debt is being renewed or refinanced.

       

      SUCCESSOR
INTERESTS.  The terms of this Note shall be binding upon
Borrower, and upon Borrower's heirs, personal representatives, 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 and Borrower's heirs, successors, assigns, and
representatives.  If any part of this Note cannot be enforced, this
fact will not affect the rest of the Note.  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.  The obligations under this Note are joint and
several.

       

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      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                                            

                       Patrick
      J. Hansen, Senior V. P. & CFO of

                       STRATTEC
      SECURITY CORPORATION

              	By:
      /s/ Harold M.
      Stratton
      II                                                             
      

                   Harold
      M. Stratton II, Chairman, President & CEO of 

                   STRATTEC
      SECURITY CORPORATION

              


      

       

      LASER PRO
Lending, Ver. 5.45.00.004  Copr. Harland Financial Solutions, Inc.
1997, 2009.   All Rights Reserved.   -
WI  L:\LPL\CFI\LPL\D20.FC  TR-182789  PR-89
(M)

       

       

      
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