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UNITED STATES\n

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SECURITIES AND EXCHANGE COMMISSION\n

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Washington, D.C. 20549\n

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FORM 8-K\n

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CURRENT REPORT\n

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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934\n

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Date of Report (Date of earliest event reported): March 23, 2007\n

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BRADY CORPORATION\n

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(Exact name of registrant as specified in its charter)

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Commission File Number 1-14959\n

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Wisconsin \n(State of Incorporation)\n		39-0971239 \n(IRS Employer Identification No.)

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6555 West Good Hope Road
\nMilwaukee, Wisconsin 53223
\n(Address of Principal Executive Offices and Zip Code)\n

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(414) 358-6600
\n(Registrant’s Telephone Number)\n

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the\nfiling obligation of the registrant under any of the following provisions:\n

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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n

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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n

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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act\n(17 CFR 240.14d-2(b))\n

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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act\n(17 CFR 240.13e-4(c))\n

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Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET\nARRANGEMENT OF A REGISTRANT.\n

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On March 23, 2007, Brady Corporation completed the private placement of $150 million in ten-year\nnotes at 5.33 percent to institutional investors. The notes will be amortized in equal\ninstallments over 7 years, beginning in 2011. The notes have been fully and unconditionally\nguaranteed on an unsecured basis by Brady Corporation’s domestic subsidiaries. Brady intends to\nuse the net proceeds of the offering to reduce outstanding indebtedness under its revolving credit\nfacilities and to fund its ongoing strategic growth plan. The sale was exempt from the\nregistration requirements of the Securities Act of 1933. The notes will not be registered for\nresale and may not be resold absent such registration or an applicable exemption from the\nregistration requirements of the Securities Act and applicable state securities laws. The Second\nSupplement to Note Purchase Agreement is filed as Exhibit 10.1 to this report and is incorporated\nherein by reference. Further information is included in Brady’s press release filed as Exhibit\n99.1 to this report and incorporated herein by reference.\n

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Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.\n

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(d) Exhibits.\n

The following are furnished as Exhibits to this Report.\n

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Exhibit No.		Description of Exhibit

10.1\n		Second Supplement to Note Purchase Agreement.

99.1\n		Press Release of Brady Corporation, dated March 23, 2007.

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Brady Corporation
\nBrady Worldwide, Inc.
\nTricor Direct, Inc.
\n6555 West Good Hope Road
\nMilwaukee, WI 53223\n

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Dated as of
\nMarch 23, 2007\n

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To the Purchaser(s) named in
\nSchedule A hereto\n

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Ladies and Gentlemen:\n

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This Second Supplement to Note Purchase Agreement (this “Supplement”) is among each of\nBrady Corporation, a Wisconsin corporation (the “Company”), Brady Worldwide, Inc., a Wisconsin\ncorporation (“Brady Worldwide”), and Tricor Direct, Inc., a Delaware corporation (“Tricor Direct”\nand, together with the Company and Brady Worldwide, the “Obligors”), and the institutional\ninvestors named on Schedule A attached hereto (the “Purchasers”).\n

\n\n

Reference is hereby made to that certain Note Purchase Agreement dated as of June 28, 2004 (as\nsupplemented and modified from time to time, the “Note Purchase Agreement”) among the Obligors and\nthe purchasers listed on Schedule A thereto, which Note Purchase Agreement was supplemented\npursuant to that certain First Supplement to Note Purchase Agreement dated as of February 14, 2006\n(the “First Supplement”) among the Obligors and the additional purchasers listed on Schedule A\nthereto. All capitalized terms not otherwise defined herein shall have the same meaning as\nspecified in the Note Purchase Agreement. Reference is further made to Section 4.12 of the Note\nPurchase Agreement which requires that, prior to the delivery of any Additional Notes, the Obligors\nand each Additional Purchaser shall execute and deliver a Supplement.\n

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The Company hereby agrees with the Purchaser(s) as follows:\n

\n\n

1. The Obligors have authorized the issue and sale of $150,000,000 aggregate principal amount\nof 5.33% Series 2007-A Senior Notes due March 23, 2017 (the “Series 2007-A Notes”). The Series\n2007-A Notes, together with the Series 2004-A Notes initially issued pursuant to the Note Purchase\nAgreement, the Series 2006-A Notes issued pursuant to the First Supplement and each series of\nAdditional Notes which may from time to time hereafter be issued pursuant to the provisions of\nSection 2.2 of the Note Purchase Agreement, are collectively referred to as the “Notes” (such term\nshall also include any such notes issued in substitution therefor pursuant to Section 13 of the\nNote Purchase Agreement). The Series 2007-A Notes shall\n

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be substantially in the form set out in Exhibit 1 hereto with such changes therefrom, if any,\nas may be approved by the Purchasers and the Obligors.\n

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2. Subject to the terms and conditions hereof and as set forth in the Note Purchase Agreement\nand on the basis of the representations and warranties hereinafter set forth, the Obligors agree to\nissue and sell to each Purchaser, and each Purchaser agrees to purchase from the Obligors, Series\n2007-A Notes in the principal amount set forth opposite such Purchaser’s name on Schedule A hereto\nat a price of 100% of the principal amount thereof on the Closing Date hereinafter defined.\n

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3. The sale and purchase of the Series 2007-A Notes to be purchased by each Purchaser shall\noccur at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603, at\n10:00 a.m. Chicago time, at a closing (the “Closing”) on March 23, 2007 or on such other\nBusiness Day thereafter on or prior to March 30, 2007 as may be agreed upon by the Obligors and the\nPurchasers (the “Closing Date”). At the Closing, the Obligors will deliver to each Purchaser the\nSeries 2007-A Notes to be purchased by such Purchaser in the form of a single Series 2007-A Note\n(or such greater number of Series 2007-A Notes in denominations of at least $100,000 as such\nPurchaser may request) dated the Closing Date and registered in such Purchaser’s name (or in the\nname of such Purchaser’s nominee), against delivery by such Purchaser to the Obligors or its order\nof immediately available funds for the benefit of the Obligors to Account Number 14068619, at M&I\nBank, Milwaukee, Wisconsin, ABA Number 075000051, in the Account Name of “Brady Corporation.” If,\nat the Closing, the Obligors shall fail to tender such Series 2007-A Notes to any Purchaser as\nprovided above in this Section 3, or any of the conditions specified in Section 4 shall not have\nbeen fulfilled to any Purchaser’s satisfaction, such Purchaser shall, at such Purchaser’s election,\nbe relieved of all further obligations under this Supplement, without thereby waiving any rights\nsuch Purchaser may have by reason of such failure or such nonfulfillment.\n

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4. The obligation of each Purchaser to purchase and pay for the Series 2007-A Notes to be sold\nto such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction,\nprior to the Closing, of the conditions set forth in Sections 2.2 and 4 of the Note Purchase\nAgreement (other than Sections 4.1 and 4.13 thereof) with respect to the Series 2007-A Notes to be\npurchased at the Closing with the same force and effect as if each reference to “Series 2004-A\nNotes” (or words of similar import) set forth therein (and in the related Exhibits) was modified to\nrefer the “Series 2007-A Notes” (or words of similar import) and each reference to “this Agreement”\n(or words of similar import) therein was modified to refer to the Note Purchase Agreement as\nsupplemented by this Supplement and each reference to the “Closing Date” therein was modified to\nrefer to the “Closing Date” as defined herein, and to the following additional conditions:\n

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(a) Except as supplemented, amended or superceded by the representations and warranties\nset forth in Exhibit A hereto, each of the representations and warranties of the Obligors\nset forth in Section 5 of the Note Purchase Agreement shall be correct as of the Closing\nDate and the Obligors shall have delivered to each Purchaser an Officer’s Certificate, dated\nthe Closing Date certifying that such condition has been fulfilled.\n

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(b) Each of the representations and warranties of the Subsidiary Guarantors in the\nSubsidiary Guaranty shall be correct as of the Closing Date and the Subsidiary Guarantors\nshall have delivered to each Purchaser an Officer’s Certificate, dated the Closing Date\ncertifying that such condition has been fulfilled.\n

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(c) Contemporaneously with the Closing, the Obligors shall sell to each Purchaser, and\neach Purchaser shall purchase, the Series 2007-A Notes to be purchased by such Purchaser at\nthe Closing as specified in Schedule A.\n

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(d) Each Purchaser shall have received evidence, in form and substance satisfactory to\nit, of the consent of CT Corporation System in New York, New York to the appointment and\ndesignation provided for by Section 23 of the Note Purchase Agreement for the period from\nthe Closing Date through March 23, 2018 (and the prepayment in full of all fees in respect\nthereof).\n

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5. On March 23, 2011 and on each March 23 thereafter to and including March 23, 2016, the\nObligors will prepay $21,428,571 principal amount (or such lesser principal amount as shall then be\noutstanding) of the Series 2007-A Notes at par and without payment of Make-Whole Amount or any\nother premium. The entire unpaid principal amount of the Series 2007-A Notes shall become due and\npayable on March 23, 2017.\n

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Upon any partial prepayment of the Series 2007-A Notes pursuant to Section 8.2 of the Note\nPurchase Agreement or partial purchase thereof pursuant to Section 8.5 of the Note Purchase\nAgreement, the principal amount of each required prepayment of the Series 2007-A Notes becoming due\nunder this Section 5 on and after the date of such prepayment or purchase shall be reduced in the\nsame proportion as the aggregate unpaid principal amount of the Series 2007-A Notes is reduced as a\nresult of such prepayment or purchase.\n

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6. The term “Make-Whole Amount” means with respect to a Series 2007-A Note an amount equal to\nthe excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the\nCalled Principal of the Series 2007-A Note, over the amount of such Called Principal, provided that\nthe Make-Whole Amount may in no event be less than zero. For the purposes of determining the\nMake-Whole Amount, the following terms have the following meanings:\n

\n\n\n

“Called Principal” means, with respect to a Series 2007-A Note, the principal of the\nSeries 2007-A Note that is to be prepaid pursuant to Section 8.2 of the Note Purchase\nAgreement or has become or is declared to be immediately due and payable pursuant to Section\n12.1 of the Note Purchase Agreement, as the context requires.\n

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“Discounted Value” means, with respect to the Called Principal of a Series 2007-A Note,\nthe amount obtained by discounting all Remaining Scheduled Payments with respect to such\nCalled Principal from their respective scheduled due dates to the Settlement Date with\nrespect to such Called Principal, in accordance with accepted financial practice and at a\ndiscount factor (applied on the same periodic basis as that on\n

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which interest on the Series 2007-A Note is payable) equal to the Reinvestment Yield\nwith respect to such Called Principal.\n

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“Reinvestment Yield” means, with respect to the Called Principal of a Series 2007-A\nNote, 0.50% plus the yield to maturity implied by (i) the yields reported, as of 10:00 A.M.\n(New York City time) on the second Business Day preceding the Settlement Date with respect\nto such Called Principal, on the display designated as “PX-1” on the Bloomberg Financial\nMarket Screen (or such other display as may replace such display) for actively traded U.S.\nTreasury securities having a maturity equal to the Remaining Average Life of such Called\nPrincipal as of such Settlement Date, or (ii) if such yields are not reported as of such\ntime or the yields reported as of such time are not ascertainable, the Treasury Constant\nMaturity Series Yields reported, for the latest day for which such yields have been so\nreported as of the second Business Day preceding the Settlement Date with respect to such\nCalled Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable\nsuccessor publication) for actively traded U.S. Treasury securities having a constant\nmaturity equal to the Remaining Average Life of such Called Principal as of such Settlement\nDate. Such implied yield will be determined, if necessary, by (a) converting U.S. Treasury\nbill quotations to bond-equivalent yields in accordance with accepted financial practice and\n(b) interpolating linearly on a straight line basis between (1) the actively traded U.S.\nTreasury security with the maturity closest to and greater than the Remaining Average Life\nand (2) the actively traded U.S. Treasury security with the maturity closest to and less\nthan the Remaining Average Life.\n

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“Remaining Average Life” means, with respect to any Called Principal, the number of\nyears (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called\nPrincipal into (ii) the sum of the products obtained by multiplying (a) the principal\ncomponent of each Remaining Scheduled Payment with respect to such Called Principal by (b)\nthe number of years (calculated to the nearest one-twelfth year) that will elapse between\nthe Settlement Date with respect to such Called Principal and the scheduled due date of such\nRemaining Scheduled Payment.\n

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“Remaining Scheduled Payments” means, with respect to the Called Principal of a Series\n2007-A Note, all payments of such Called Principal and interest thereon that would be due\nafter the Settlement Date with respect to such Called Principal if no payment of such Called\nPrincipal were made prior to its scheduled due date, provided that if such Settlement Date\nis not a date on which interest payments are due to be made under the terms of the Series\n2007-A Note, then the amount of the next succeeding scheduled interest payment will be\nreduced by the amount of interest accrued to such Settlement Date and required to be paid on\nsuch Settlement Date pursuant to Section 8.2 or 12.1 of the Note Purchase Agreement.\n

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“Settlement Date” means, with respect to the Called Principal of a Series 2007-A Note,\nthe date on which such Called Principal is to be prepaid pursuant to Section 8.2 of the Note\nPurchase Agreement or has become or is declared to be immediately due and payable pursuant\nto Section 12.1 of the Note Purchase Agreement, as the context requires.\n

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Accepted as of the date first written above.\n

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Bankers Life and Casualty Company \nConseco Life Insurance Company \nConseco Senior Health Insurance Company \nConseco Health Insurance Company \nWashington National Insurance Company \nBy: 40/86 Advisors, Inc., acting as\nInvestment Advisor \n
By	/s/ Timothy L. Powell\n
	Name:	Timothy L. Powell
	Title:	Vice President

State Farm Life Insurance Company \n
By	/s/ Julie Pierce\n
	Name:	Julie Pierce
	Title:	Senior Investment Officer


By	/s/ Jeff Attwood\n
	Name:	Jeff Attwood
	Title:	Investment Officer

Fort Dearborn Life Insurance Company By: Advantus Capital Management, Inc. \n
By	/s/ Theodore R. Hoxmeier\n
	Name:	Theodore R. Hoxmeier
	Title:	Vice President

Fidelity Life Association \nBy: Advantus Capital Management, Inc. \n
By	/s/ Theodore R. Hoxmeier\n
	Name:	Theodore R. Hoxmeier
	Title:	Vice President

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Colorado Bankers Life Insurance Company \nBy: Advantus Capital Management, Inc. \n
By	/s/ Theodore R. Hoxmeier\n
	Name:	Theodore R. Hoxmeier
	Title:	Vice President

American Family Life Insurance Company \n
By	/s/ Phillip Hannifan\n
	Name:	Phillip Hannifan
	Title:	Investment Director

The Union Central Life Insurance Company \n
By:	/s/ Andrew S. White\n
	Name:	Andrew S. White
	Title:	Agent

Ameritas Life Insurance Corp. \nBy: Ameritas Investment advisors, Inc., as Agent \n
By	/s/ Andrew S. White\n
	Name:	Andrew S. White
	Title:	Vice President, Fixed Income\nSecurities

Acacia Life Insurance Company \nBy: Ameritas Investment Advisors Inc. as Agent \n
By	/s/ Andrew S. White\n
	Name:	Andrew S. White
	Title:	Vice President - Fixed Income\nSecurities

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Ameritas Variable Life Insurance Company \nBy: Ameritas Investment Advisors Inc. as Agent \n
By	/s/ Andrew S. White\n
	Name:	Andrew S. White
	Title:	Vice President - Fixed Income\nSecurities

Horizon Blue Cross Blue Shield of New Jersey \nBy: Alliance-Bernstein L.P., its Investment \n Advisor \n
By	/s/ Amy Judd\n
	Name:	Amy Judd
	Title:	Senior Vice President

Axa Equitable Life Insurance Company \n
By	/s/ Amy Judd\n
	Name:	Amy Judd
	Title:	Investment Officer

MONY Life Insurance Company \n
By	/s/ Amy Judd\n
	Name:	Amy Judd
	Title:	Investment Officer

Principal Life Insurance Company \nBy: Principal Global Investors, LLC, a \n Delaware limited liability company, its \n Authorized Signatory \n
By	/s/ Debra Svoboda\n
	Name:	Debra Svoboda EPP
	Title:	Counsel


By	/s/ Alan P. Kress\n
	Name:	Alan P. Kress
	Title:	Counsel

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Supplemental Representations\n

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Each Obligor represents and warrants to each Purchaser that except as hereinafter set forth in\nthis Exhibit A, each of the representations and warranties set forth in Section 5 of the Note\nPurchase Agreement is true and correct as of the Closing Date with respect to the Series 2007-A\nNotes with the same force and effect as if each reference to “Series 2004-A Notes” (or words of\nsimilar import) set forth therein was modified to refer to the “Series 2007-A Notes” (or words of\nsimilar import) and each reference to “this Agreement” (or words of similar import) therein was\nmodified to refer to the Note Purchase Agreement as supplemented by the Second Supplement. The\nSection references hereinafter set forth correspond to the similar sections of the Note Purchase\nAgreement which are supplemented hereby:\n

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Section 5.3. Disclosure. The Note Purchase Agreement, the First Supplement, the Second\nSupplement, the documents, certificates or other writings delivered to each Purchaser by or on\nbehalf of the Obligors and the public filings made by any of the Obligors with the Securities and\nExchange Commission, in connection with the transactions contemplated by the Note Purchase\nAgreement and the Second Supplement and the financial statements listed in Schedule 5.5 to the\nSecond Supplement (the “Disclosure Documents”), taken as a whole, do not contain any untrue\nstatement of a material fact or omit to state any material fact necessary to make the statements\ntherein not misleading in light of the circumstances under which they were made. Except as\ndescribed in one of the documents, certificates, or other writings identified therein or herein,\nsince July 31, 2006, there has been no change in the financial condition, operations, business or\nproperties of the Obligors or any Subsidiary except changes that individually or in the aggregate\ncould not reasonably be expected to have a Material Adverse Effect. There is no fact known to the\nObligors that could reasonably be expected to have a Material Adverse Effect that has not been set\nforth herein or in the other documents, certificates and other writings delivered to each Purchaser\nby or on behalf of the Obligors specifically for use in connection with the transactions\ncontemplated by the Second Supplement.\n

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Section 5.4. Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 to the\nSecond Supplement contains (except as noted therein) complete and correct lists of (i) the\nObligors’ Domestic Subsidiaries, and showing, as to each Domestic Subsidiary, the correct name\nthereof, the jurisdiction of its organization, and the percentage of shares of each class of its\ncapital stock or similar equity interests outstanding owned by the Obligors and each other Domestic\nSubsidiary, (ii) the Obligors’ Affiliates, other than Domestic Subsidiaries, and (iii) the\nObligors’ directors and senior officers.\n

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(b) All of the outstanding shares of capital stock or similar equity interests of each\nSubsidiary shown in Schedule 5.4 to the Second Supplement as being owned by the Obligors and their\nSubsidiaries have been validly issued, are fully paid and nonassessable (subject to the personal\nliability which may be imposed on shareholders by former Section 180.0622(2)(b) of the Wisconsin\nBusiness Corporation Law, as judicially interpreted, for debts incurred prior to June 14, 2006; for\ndebts incurred on or after such date, Section 180.0622(2)(b) has been repealed) and are owned by\nthe Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in\nSchedule 5.4 to the Second Supplement).\n

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(c) Each Domestic Subsidiary identified in Schedule 5.4 to the Second Supplement is a\ncorporation or other legal entity duly incorporated (or organized if not a corporation), validly\nexisting and in good standing (or equivalent status) under the laws of its jurisdiction of\norganization, and is duly qualified as a foreign corporation or other legal entity and is in good\nstanding (or equivalent status) in each jurisdiction in which such qualification is required by\nlaw, other than those jurisdictions as to which the failure to be so qualified or in good standing\n(or equivalent status) could not, individually or in the aggregate, reasonably be expected to have\na Material Adverse Effect. Each such Domestic Subsidiary has the corporate or other power and\nauthority to own or hold under lease the properties it purports to own or hold under lease and to\ntransact the business it transacts.\n

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(d) No Subsidiary is a party to, or otherwise subject to, any legal restriction or any\nagreement (other than the Note Purchase Agreement, the agreements listed on Schedule 5.4 to the\nSecond Supplement and customary limitations imposed by corporate, limited liability company,\nlimited partnership or similar statutes) restricting the ability of such Subsidiary to pay\ndividends out of profits or make any other similar distributions of profits to the Company or any\nof its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of\nsuch Subsidiary.\n

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Section 5.5. Financial Statements. The Company has delivered to each Purchaser\ncopies of the financial statements of the Obligors and their Subsidiaries listed on Schedule 5.5 to\nthe Second Supplement. All of said financial statements (including in each case the related\nschedules and notes) fairly present in all material respects the consolidated financial position of\nthe Obligors and their Subsidiaries as of the respective dates specified in such financial\nstatements and the consolidated results of their operations and cash flows for the respective\nperiods so specified and have been prepared in accordance with GAAP consistently applied throughout\nthe periods involved except as set forth in the notes thereto (subject, in the case of any interim\nfinancial statements, to normal year-end adjustments and absence of footnotes).\n

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Section 5.9. Taxes. The Obligors and the Subsidiaries have filed all tax returns\nthat are required to have been filed in any jurisdiction, and have paid all taxes shown to be due\nand payable on such returns and all other taxes and assessments levied upon them or their\nproperties, assets, income or franchises, to the extent such taxes and assessments have become due\nand payable and before they have become delinquent, except for any taxes and assessments (a) the\namount of which is not individually or in the aggregate Material or (b) the amount, applicability\nor validity of which is currently being contested in good faith by appropriate proceedings and with\nrespect to which the Obligors or a Subsidiary, as the case may be, has established adequate\nreserves in accordance with GAAP. None of the Obligors knows of any basis for any other tax or\nassessment that could reasonably be expected to have a Material Adverse Effect. The charges,\naccruals and reserves on the books of the Obligors and their Subsidiaries in respect of federal,\nstate or other taxes for all fiscal periods are adequate. The federal income tax liabilities of\nthe Obligors and their Domestic Subsidiaries have been determined by the Internal Revenue Service\nand paid for all fiscal years up to and including the fiscal year ended July 31, 2002.\n

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Section 5.12. Compliance with ERISA. (a) Each Obligor and each ERISA Affiliate have\noperated and administered each Plan in compliance with all applicable laws except for such\ninstances of noncompliance as have not resulted in and could not reasonably be expected to result\nin a Material Adverse Effect. None of the Obligors nor any ERISA Affiliate has incurred any\nliability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code\nrelating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or\ncondition has occurred or exists that could reasonably be expected to result in the incurrence of\nany such liability by any Obligor or any ERISA Affiliate, or in the imposition of any Lien on any\nof the rights, properties or assets of any Obligor or any ERISA Affiliate, in either case pursuant\nto Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or\n412 of the Code, other than such liabilities or Liens as would not be individually or in the\naggregate Material.\n

\n\n

(b) None of the Obligors or any ERISA Affiliate maintains, contributes to, or has any\nliability or contingent liability with respect to any Plan which is subject to Title IV of ERISA.\n

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(c) The Obligors and their ERISA Affiliates have not incurred any withdrawal liabilities (and\nare not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in\nrespect of Multiemployer Plans that individually or in the aggregate are Material.\n

\n\n

(d) The expected post-retirement benefit obligation (determined as of July 31, 2006, the last\nday of the Obligors’ most recently ended fiscal year, in accordance with Financial Accounting\nStandards Board Statement No. 106, without regard to liabilities attributable to continuation\ncoverage mandated by section 4980B of the Code) of the Obligors and their Subsidiaries is not\ngreater than $16,000,000.\n

\n\n

(e) The execution and delivery of the Second Supplement and the issuance and sale of the\nSeries 2007-A Notes thereunder will not involve any transaction that is subject to the prohibitions\nof Section 406 of ERISA or in connection with which a tax could be imposed pursuant to Section\n4975(c)(1)(A)-(D) of the Code. The representation by the Obligors in the first sentence of this\nSection 5.12(e) is made in reliance upon and subject to the accuracy of each Purchaser’s\nrepresentation in Section 6.2 of the Note Purchase Agreement as to the sources of the funds to be\nused to pay the purchase price of the Series 2007-A Notes to be purchased by such Purchaser.\n

\n\n

Section 5.13. Private Offering by the Obligors. None of the Obligors nor anyone acting on\ntheir behalf has offered the Series 2007-A Notes or any similar securities for sale to, or\nsolicited any offer to buy any of the same from, or otherwise approached or negotiated in respect\nthereof with, any Person other than the Purchasers and not more than 30 other Institutional\nInvestors, each of which has been offered the Series 2007-A Notes at a private sale for investment.\nNone of the Obligors nor anyone acting on any Obligor’s behalf has taken, or will take, any action\nthat would subject the issuance or sale of the Notes to the registration requirements of Section 5\nof the Securities Act.\n

\n\n

-3-\n

\n\n

Section 5.14. Use of Proceeds; Margin Regulations. The Obligors will apply the proceeds of\nthe sale of the Series 2007-A Notes to repay outstanding Debt and for general corporate purposes.\nNo part of the proceeds from the sale of the Series 2007-A Notes pursuant to the Second Supplement\nwill be used, directly or indirectly, for the purpose of buying or carrying any margin stock within\nthe meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221),\nor for the purpose of buying or carrying or trading in any securities under such circumstances as\nto involve the Obligors in a violation of Regulation X of said Board (12 CFR 224) or to involve any\nbroker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not\nconstitute more than 1% of the value of the consolidated assets of the Obligors and their\nSubsidiaries and the Obligors do not have any present intention that margin stock will constitute\nmore than 1% of the value of such assets. As used in this Section, the terms “margin stock” and\n“purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.\n

\n\n

Section 5.15. Existing Debt; Future Liens. (a) Schedule 5.15 to the Second Supplement sets\nforth a complete and correct list of all outstanding Debt of the Obligors and their Subsidiaries as\nof January 31, 2007, since which date there has been no Material change in the amounts, interest\nrates, sinking funds, installment payments or maturities of the Debt of the Obligors or their\nSubsidiaries. None of the Obligors nor any Subsidiary is in default and no waiver of default is\ncurrently in effect, in the payment of any principal or interest on any Debt of any Obligor or such\nSubsidiary and no event or condition exists with respect to any Debt of any Obligor or any\nSubsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one\nor more Persons to cause such Debt to become due and payable before its stated maturity or before\nits regularly scheduled dates of payment.\n

\n\n

(b) Except as disclosed in Schedule 5.15 to the Second Supplement, none of the Obligors nor\nany Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a\ncontingency or otherwise) any of its property, whether now owned or hereafter acquired, to be\nsubject to a Lien not permitted by Section 10.3 of the Note Purchase Agreement.\n

\n\n

Section 5.19. Notes Rank Pari Passu. The obligations of the Obligors under the Note Purchase\nAgreement, the Second Supplement and the Notes rank pari passu in right of payment with all other\nunsecured Senior Debt (actual or contingent) of the Obligors, including, without limitation, all\nunsecured Senior Debt of the Obligors described in Schedule 5.15 to the Second Supplement.\n

\n\n

-4-\n

\n\n

Form of Series 2007-A Note\n

\n\n\n

Brady Corporation
\nBrady Worldwide, Inc.
\nTricor Direct, Inc. \n

\n\n\n

5.33% Series 2007-A Senior Note due March 23, 2017\n

\n\n

\n\n\n\n \n \n \n\n\n\n\n \n \n \n\n\n


No. [_________] \n$[____________]\n		March 23, 2007 \nPPN 10468* AC8

\n\n\n

For Value Received, each of the undersigned, Brady Corporation (herein\ncalled the “Company”), a corporation organized and existing under the laws of the State of\nWisconsin, Brady Worldwide, Inc., a corporation organized and existing under the laws of\nthe State of Wisconsin (“Brady Worldwide”), and Tricor Direct, Inc., a corporation\norganized and existing under the laws of the State of Delaware (“Tricor Direct” and, together with\nthe Company and Brady Worldwide, the “Obligors”), jointly and severally hereby promise to pay to\n[____________], or registered assigns, the principal sum of [____________] Dollars\non March 23, 2017, with interest (computed on the basis of a 360-day year of twelve 30-day months)\n(a) on the unpaid balance thereof at the rate of 5.33% per annum from the date hereof, payable\nsemiannually, on the 23rd day of March and September in each year, commencing on the first of such\ndates after the date hereof, until the principal hereof shall have become due and payable, and (b)\nto the extent permitted by law on any overdue payment (including any overdue prepayment) of\nprincipal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as\ndefined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid (or,\nat the option of the registered holder hereof, on demand), at a rate per annum from time to time\nequal to 7.33%.\n

\n\n

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are\nto be made in lawful money of the United States of America at the principal office of Bank of\nAmerica, N.A. in New York, New York or at such other place as the Company shall have designated by\nwritten notice to the holder of this Note as provided in the Note Purchase Agreement referred to\nbelow.\n

\n\n

This Note is one of a series of Senior Notes (the “Notes”) issued pursuant to a Supplement to\nthe Note Purchase Agreement dated as of June 28, 2004 (as from time to time amended, supplemented\nor modified, the “Note Purchase Agreement”), between the Obligors, the Purchasers named therein and\nAdditional Purchasers of Notes from time to time issued pursuant to any Supplement to the Note\nPurchase Agreement. This Note and the holder hereof are entitled equally and ratably with the\nholders of all other Notes of all series from time to time outstanding under the Note Purchase\nAgreement to all the benefits provided for thereby or referred to therein. Each holder of this\nNote will be deemed, by its acceptance hereof, to have\n

\n\n

\n\n\n\n

made the representations set forth in Section 6 of the Note Purchase Agreement, provided that\nsuch holder may (in reliance upon information provided by the Obligors, which shall not be\nunreasonably withheld) make a representation to the effect that the purchase by such holder of any\nNote will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA.\n

\n\n

This Note is registered with the Obligors and, as provided in the Note Purchase Agreement,\nupon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a\nwritten instrument of transfer duly executed, by the registered holder hereof or such holder’s\nattorney duly authorized in writing, a new Note of the same series for a like principal amount will\nbe issued to, and registered in the name of, the transferee. Prior to due presentment for\nregistration of transfer, the Obligors may treat the person in whose name this Note is registered\nas the owner hereof for the purpose of receiving payment and for all other purposes, and the\nObligors will not be affected by any notice to the contrary.\n

\n\n

The Obligors will make required prepayments of principal on the dates and in the amounts\nspecified in the Note Purchase Agreement (including as specified in the Second Supplement). This\nNote is also subject to optional prepayment, in whole or from time to time in part, at the times\nand on the terms specified in the Note Purchase Agreement, but not otherwise.\n

\n\n

Pursuant to the Subsidiary Guaranty Agreement dated as of June 28, 2004 (as amended or\nmodified from time to time, the “Subsidiary Guaranty”), certain Subsidiaries of the Obligors have\nabsolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount,\nif any, and interest on this Note and the performance by the Obligors of their obligations\ncontained in the Note Purchase Agreement all as more fully set forth in said Subsidiary Guaranty.\n

\n\n

If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,\nthe principal of this Note may be declared or otherwise become due and payable in the manner, at\nthe price (including any applicable Make-Whole Amount) and with the effect provided in the Note\nPurchase Agreement.\n

\n\n

Notwithstanding any other provision of this Note or the Note Purchase Agreement, in no event\nshall the interest payable hereon, whether before or after maturity, exceed the maximum interest\nthat may be charged on this Note under applicable law, and this Note is expressly made subject to\nthe provisions of the Note Purchase Agreement which more fully set out the limitations on how\ninterest may be accrued, charged or paid on this Note.\n

\n\n

This Note shall be construed and enforced in accordance with, and the rights of the parties\nshall be governed by, the law of the State of New York excluding choice-of-law principles of the\nlaw of such State that would require the application of the laws of a jurisdiction other than such\nState.\n

\n\n

-2-\n

\n\n\n

EXHIBIT 99.1\n

\n\n\n

For more information contact:

\nBarbara Bolens (414) 438-6940\n\n

\n\n

Brady Corporation announces successful completion of $150 million debt offering\n

\n\n

MILWAUKEE\n(March 23, 2007)—Brady Corporation (NYSE:BRC), a world leader in identification\nsolutions, announced today that it has successfully completed an offering of $150 million of 5.33\npercent senior notes due 2017 in an offering exempt from the registration requirements of the\nSecurities Act of 1933. The notes, which will be amortized over 7 years beginning in 2011, were\noffered and sold to institutional accredited investors in a private placement. Brady intends to\nuse the net proceeds of the offering to reduce outstanding indebtedness under the Company’s\nrevolving credit facilities and to fund its ongoing strategic growth plan.\n

\n\n\n

The Notes will not be registered for resale under the Securities Act and may not be offered or\nsold absent such registration or an applicable exemption from the registration requirements of the\nSecurities Act and applicable state securities laws.\n

\n\n

Brady Corporation is an international manufacturer and marketer of complete identification\nsolutions and specialty materials which identify and protect premises, products and people. Brady\nproducts including labels, software, printing systems, label-application and data-collection\nsystems, signs, safety devices and precision die-cut materials for manufacturing, electrical,\nelectronic, telecommunications and a variety of other markets. Founded in 1914, Brady is\nheadquartered in Milwaukee and employs about 9,000 people in operations in the United States,\nEurope, Asia/Pacific, Latin America and Canada. Brady’s fiscal 2006 sales were approximately\n$1.018 billion. More information is available on the Internet at www.bradycorp.com.\n

\n\n

###\n

\n\n

Brady believes that certain statements in this news release are “forward-looking statements”\nwithin the meaning of the Private Securities Litigation Reform Act of 1995. All statements related\nto future, not past, events included in this news release, including, without limitation,\nstatements regarding Brady’s future financial position, business strategy, targets, projected\nsales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives\nof management for future operations are forward-looking statements. When used in this news release,\nwords such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,”\n“project” or “plan” or similar terminology are generally intended to identify forward-looking\nstatements. These forward-looking statements by their nature address matters that are, to different\ndegrees, uncertain and are subject to risks, assumptions and other factors, some of which are\nbeyond Brady’s control, that could cause actual results to differ materially from those expressed\nor implied by such forward-looking statements. For Brady, uncertainties arise from future\nfinancial performance of major markets Brady serves, which include, without limitation,\ntelecommunications, manufacturing, electrical, construction, laboratory, education, governmental,\npublic utility, computer, transportation; difficulties in making and integrating acquisitions;\nrisks associated with newly acquired businesses; Brady’s ability to retain significant contracts\nand customers; future competition; Brady’s ability to develop and successfully market new products;\nchanges in the supply of, or price for, parts and components; increased price pressure from\nsuppliers and customers; interruptions to sources of supply; environmental, health and safety\ncompliance costs and liabilities; Brady’s ability to realize cost savings from operating\ninitiatives; Brady’s ability to attract and retain key talent; difficulties associated with\nexports; risks associated with international operations; fluctuations in currency rates versus the\nUS dollar; technology changes; potential write-offs of Brady’s substantial intangible assets; risks\nassociated with obtaining governmental approvals and maintaining regulatory compliance for new and\nexisting products; business interruptions due to implementing business systems; and numerous other\nmatters of national, regional and global scale, including those of a political, economic, business,\ncompetitive and regulatory nature contained from time to time in Brady’s U.S. Securities and\nExchange Commission filings, including, but not limited to, those factors listed in the “Risk\nFactors” section located in Item 1A of Part II of Brady’s Annual Report on Form 10-K for the period\nended July 31, 2006. These uncertainties may cause Brady’s actual future results to be materially different than those\nexpressed in its forward-looking statements. Brady does not undertake to update its\nforward-looking statements.\n

\n\n\n\n


		BRADY CORPORATION \n
Date: March 26, 2007		/s/ David Mathieson\n
		David Mathieson
		Vice President & \nChief Financial Officer


Brady Corporation \n
By	/s/ Barbara G. Bolens\n
	Name:	Barbara G. Bolens
	Title:	Vice President and Treasurer

Brady Worldwide, Inc. \n
By	/s/ Barbara G. Bolens\n
	Name:	Barbara G. Bolens
	Title:	Vice President and Treasurer

Tricor Direct, Inc. \n
By	/s/ Barbara G. Bolens\n
	Name:	Barbara G. Bolens
	Title:	Vice President and Treasurer


Vantislife Insurance Company, a \n Connecticut company \nBy: Principal Global Investors, LLC, a \n Delaware limited liability company, its \n Authorized Signatory \n
By	/s/ Debra Svoboda\n
	Name:	Debra Svoboda EPP
	Title:	Counsel


By	/s/ Alan P. Kress\n
	Name:	Alan P. Kress
	Title:	Counsel

State of Wisconsin Investment Board \n
By	/s/ Christopher P. Prestigiacomo\n
	Name:	Christopher P. Prestigiacomo
	Title:	Portfolio Manager

Modern Woodmen of America \n
By	/s/ W. Kenny Massey\n
	Name:	W. Kenny Massey
	Title:	President & CEO