ex4-4tosept282008form10q.htm


    Exhibit
      4.4

    *00001440055-10001-095511012008*

     

    PROMISSORY
      NOTE

    


    
      	
              Principal

            	
              Loan
                Date

            	
              Maturity

            	
              Loan
                No

            	
              Call
                / Coll

            	
              Account

            	
              Officer

            	
              Initials

            


    

    


    
      	
              $50,000,000.00

            	
              11-01-2008

            	
              10-31-2009

            	
              001440055-10001-

            	
              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:  $50,000,000.00

            	
              Date
                of Note:  November 1,
                2008

            


    

     

    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, 2009.  In addition, Borrower will pay
      regular monthly payments of all accrued unpaid interest due as of each payment
      date, beginning November 30, 2008, 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
      4.003% per annum.  The interest rate to be applied to the
      unpaid principal balance of this Note will be calculated as described in the
      "INTEREST CALCULATION METHOD" paragraph using a rate of 1.250 percentage points
      over the Index, resulting in an initial rate of 5.253% per annum based on a
      year
      of 360 days.  NOTICE:  Under no circumstances will the
      interest rate on this Note be 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.

     

    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, the interest rate on this Note shall be increased by adding a 3.000
      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.

     

    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, 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.
      Obligations and 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.

     

    INTEREST
      RATE.. LIBOR plus
      1.25% for initial $20,000,000.00 increasing to LIBOR plus 1.75% for remaining
      $30,000,000.00.

     

    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.

     

    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.

     

     

    
      
        
        

      

      
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    BORROWER:

     

    STRATTEC
      SECURITY CORPORATION

    


    
      	
              By: 
                /s/ Patrick J.
                Hansen                                          
                

              Patrick
                J. Hansen, Senior Vice President of 

              STRATTEC
                SECURITY CORPORATION

            	
              By: 
                /s/ Harold M. Stratton
                II                                   
                

              Harold
                M. Stratton II, Chairman & CEO of 

              STRATTEC
                SECURITY CORPORATION

            


    

     

     

     

    


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