Exhibit 4.4 to First Quarter Form 10-Q


    Exhibit
      4.4


    PROMISSORY
      NOTE

    


    
      	
              Principal

            	
              Loan
                Date

            	
              Maturity

            	
              Loan
                No

            	
              Call
                / Coll

            	
              Account

            	
              Officer

            	
              Initials

            


    

    


    
      	
              $50,000,000.00

            	
              11-01-2005

            	
              10-31-2006

            	
              1440055-10001

            	
              M100
                / 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 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, 2005

            


    

     

    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, 2006. In addition, Borrower will pay
      regular monthly payments of all accrued unpaid interest due as of each payment
      date, beginning November 30, 2005, 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) 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 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                                            
                

               

              Patrick
                J. Hansen, Senior Vice President of STRATTEC SECURITY
                CORPORATION

            	
              By: 
                /s/ Harold M.
                Stratton                                 
                

               

              Harold
                M. Stratton II, Chairman & CEO of STRATTEC SECURITY
                CORPORATION