*00001440055-10001-095511012008*
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Principal
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Loan Date
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Call / Coll
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Initials
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$50,000,000.00
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11-01-2008
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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.
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STRATTEC
SECURITY CORPORATION
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M&I
Marshall & Ilsley Bank
SE Wisconsin
Region Commercial Lending
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Principal
Amount: $50,000,000.00
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Date of Note: November
1, 2008
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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 betw
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