Exhibit 10.1


    AMENDMENT
      NO. 1 TO CREDIT AGREEMENT

    


    


    THIS
      AMENDMENT NO. 1 TO CREDIT AGREEMENT (the "Amendment"),
      dated
      as of June ---___, 2006 is entered into by and among Franklin Electric Co.,
      Inc. (the "Borrower"),
      the
      financial institutions party hereto (the "Lenders"),
      and
      JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA), as
      Administrative Agent (the "Administrative
      Agent").
      

    


    WITNESSETH:

    


    WHEREAS,
      the Borrower, the Lenders, and the Administrative Agent are parties to a Credit
      Agreement dated as of September 9, 2004 (as the same may be amended,
      restated, supplemented or otherwise modified from time to time, the
      "Credit
      Agreement");

    


    WHEREAS,
      the Borrower wishes to amend the Credit Agreement in certain respects and the
      Lenders and the Administrative Agent are willing to amend the Credit Agreement
      on the terms and conditions set forth herein;

    


    WHEREAS,
      pursuant to Section 2.01(b) of the Credit Agreement, the Borrower has requested
      an increase in the aggregate Commitments from $80,000,000 to
      $120,000,000;

    


    WHEREAS,
      pursuant to Section 2.01(b) of the Credit Agreement, the Lenders and the
      Administrative Agent have agreed to increase the aggregate Commitments from
      $80,000,000 to $120,000,000; and

    


    NOW,
      THEREFORE, in consideration of the premises set forth above, the
      terms

    and
      conditions contained herein, and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the Borrower, the
      Administrative Agent and the Lenders hereby agree as follows:

    


    Section
      1. Definitions.
      Capitalized terms used in this Amendment and not otherwise defined shall have
      the meanings set forth in Section 1.01 of the Credit
      Agreement.

    


    Section
      2. Amendments
      to Credit Agreement.
      Effective as of the date first above written, and subject to the satisfaction
      of
      the conditions to effectiveness set forth in Section 3 below,
      the Credit Agreement shall be and hereby is amended as follows:

    


    (a)  Section
      1.01 of the Credit Agreement is hereby amended to insert therein the following
      new defined term in the appropriate alphabetical location: 

     

    "First
      Amendment Effective Date" means June ____, 2006.

    


    (b)  Section
      1.01 of the Credit Agreement is hereby amended to restate the definition of
      "Commitment" in its entirety as follows:


    
      
        
        

      

      
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    "Commitment"
      means,
      with respect to each Lender, the commitment of such Lender to make Revolving
      Loans and to acquire participations in Letters of Credit and Swing line Loans
      hereunder, expressed as an amount representing the maximum aggregate amount
      of
      such Lender's Revolving Credit Exposure hereunder, as such commitment may be
      (a)
      reduced from time to time pursuant to Section 2.09 and (b) reduced or increased
      from time to time pursuant to assignments by or to such Lender pursuant to
      Section 9.04. The initial amount of each Lender's Commitment is set forth on
      Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender
      shall have assumed its Commitment, as applicable. The initial aggregate amount
      of the Lenders' Commitments is $80,000,000.00. As of the First Amendment
      Effective Date, the aggregate amount of the Lenders' Commitments is
      $120,000,000.00.

    


    (c)  Schedule
      2.01 to the Credit Agreement is hereby amended in its entirety by substituting
      the amended Schedule 2.01 attached hereto for the original
      Schedule 2.01 attached to the Credit Agreement.

     

    Section
      3.  Conditions
      of Effectiveness.
      This
      Amendment shall become effective and be deemed effective as of the date hereof,
      if, and only if: (a) the Administrative Agent shall have received executed
      copies of this Amendment from the Borrower and all of the Lenders required
      to
      execute and deliver this Amendment pursuant to the terms of the Credit
      Agreement; (b) the Administrative Agent shall have received (i) a true
      and complete copy of those resolutions adopted by the Board of Directors of
      the
      Borrower in connection with this Amendment and the transactions contemplated
      herein, certified by the Secretary of the Borrower, (ii) an incumbency
      certificate of the Borrower, certified by the Secretary of the Borrower, and
      (iii) a copy of the Articles of Incorporation of the Borrower, certified as
      of a recent date by the Indiana Secretary of State.

     

    Section
      4. Representations
      and Warranties of the Borrower.
      The
      Borrower hereby represents and warrants as follows:

    


    (a)  The
      Credit Agreement as previously executed constitutes the legal, valid and binding
      obligation of the Borrower and is enforceable against the Borrower in accordance
      with its terms.


    
      
        
        

      

      
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    (b)  Upon
      the
      effectiveness of this Amendment, the Borrower hereby (i) represents that no
      Default or Unmatured Default exists under the terms of the Credit Agreement,
      (ii) reaffirms all covenants, representations and warranties made in the Credit
      Agreement, and (iii) agrees that all such covenants, representations and
      warranties shall be deemed to have been remade as of the effective date of
      this
      Amendment. The execution, delivery and effectiveness of this Amendment shall
      not, except as expressly provided herein, operate as a waiver of any right,
      power, or remedy of any Lender or the Administrative Agent under the Credit
      Agreement or any related document, instrument or agreement. The Administrative
      Agent and the Lenders expressly reserve all of their rights and remedies,
      including the right to institute enforcement actions in consequence of any
      existing Defaults or Unmatured Defaults not waived hereunder or otherwise at
      any
      time without further notice, under the Credit Agreement, all other documents,
      instruments and agreements executed in connection therewith, and applicable
      law.

    


     

    (c)  The
      Bylaws of the Borrower have not been amended, rescinded or otherwise modified
      since the Effective Date, and the copy of such Bylaws delivered and certified
      to
      the Administrative Agent as of the Effective Date remains true and correct
      and
      such Bylaws are in full force and effect as of the First Amendment Effective
      Date.

    


     

    (d)  The
      undersigned officer of Borrower has been duly authorized by all appropriate
      action of Borrower to execute and deliver this Amendment on behalf of
      Borrower.

    


     

    Section
      5. Effect
      on the Credit Agreement.

    


    (a)  Upon
      the
      effectiveness of this Amendment, on and after the date hereof, each reference
      in
      the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or
      words of like import shall mean and be a reference to the Credit Agreement,
      as
      amended and modified hereby.

    


    (b)  Except
      as
      specifically amended and modified above, the Credit Agreement and all other
      documents, instruments and agreements executed and/or delivered in connection
      therewith shall remain in full force and effect, and are hereby ratified and
      confirmed.

    


    (c)  The
      execution, delivery and effectiveness of this Amendment shall neither, except
      as
      expressly provided herein, operate as a waiver of any right, power or remedy
      of
      the Lenders or the Administrative Agent, nor constitute a waiver of any
      provision of the Credit Agreement or any other documents, instruments and
      agreements executed and/or delivered in connection therewith.

    


    Section
      6. Costs
      and Expenses.
      The
      Borrower agrees to pay all reasonable costs, fees and out-of-pocket expenses
      (including attorneys' fees and expenses charged to the Administrative Agent)
      incurred by the Administrative Agent and the Lenders in connection with the
      preparation, arrangement, execution and enforcement of this
      Amendment.


    
      
        
        

      

      
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    Section
      7. GOVERNING
      LAW.
      THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      (INCLUDING, WITHOUT LIMITATION, 73 ILCS SECTION 105/5-1 ET
      SEQ.
      BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS) OF THE STATE
      OF
      ILLINOIS.

    


    Section
      8. Headlines.
      Section
      headings in this Amendment are included herein for convenience of reference
      only
      and shall not constitute a part of this Amendment for any other
      purpose.

    


    Section
      9. Counterparts.
      This
      Amendment may be executed by one or more of the parties to the Amendment on
      any
      number of separate counterparts and all of said counterparts taken together
      shall be deemed to constitute one and the same instrument.

    


    Section
      10. No
      Strict Construction.
      The
      parties hereto have participated jointly in the negotiation and drafting of
      this
      Amendment. In the event an ambiguity or question of intent or interpretation
      arises, this Amendment shall be construed as if drafted jointly by the parties
      hereto and no presumption or burden of proof shall arise favoring or disfavoring
      any party by virtue of the authorship of any provisions of this
      Amendment.

    


    The
      remainder of this page is intentionally blank.


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
      by
      their respective authorized officers as of the day and year first above
      written.

    


      
        	
                FRANKLIN
                  ELECTRIC CO., INC.

              	
              
	 
	 
	
                By:

              	
              
	
                Name:
                  Michael K. Butchko

              
	
                Title:
                  Treasurer and Assistant Secretary

              
	 
	 
	
                JPMORGAN
                  CHASE BANK, N.A. (successor by merger to Bank One, NA), individually
                  and
                  as Administrative Agent,

              	
              
	 
	 
	
                By:

              	
              
	
                Name:

              	
              
	
                Title:

              	
              
	 
	 
	
                WACHOVIA
                  BANK, N.A. 

              	
              
	 
	 
	
                By:

              	
              
	
                Name:

              	
              
	
                Title:

              	
              
	 
	 
	
                WELLS
                  FARGO BANK, NATIONAL ASSOCIATION

              	
              
	 
	 
	
                By:

              	
              
	
                Name:

              	
              
	
                Title:

              	
              
	 
	 
	
                LASALLE
                  BANK NATIONAL ASSOCIATION

              	
              
	 
	 
	
                By:

              	
              
	
                Name:

              	
              
	
                Title:

              	
              


      

    

     

     

    
      
        
        

      

      
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      AMENDED
        SCHEDULE 2.01

      


      COMMITMENTS

      


      


      
        	 	 	 	 	
                Multicurrency

              	 
	 	 	
                Commitment

              	 	
                Commitment

              	 
	 	 	 	 	 	 
	
                JPMorgan
                  Chase Bank, N.A.

              	 	
                $

              	
                37,500,000

              	 	
                $

              	
                15,625,000

              	 
	 	 	 	 	 	 	 	 
	
                Wachovia
                  Bank, N.A.

              	 	
                $

              	
                30,000,000

              	 	
                $

              	
                12,500,000

              	 
	 	 	 	 	 	 	 	 
	
                Wells
                  Fargo Bank, National Association

              	 	
                $

              	
                30,000,000

              	 	
                $

              	
                12,500,000

              	 
	 	 	 	 	 	 	 	 
	
                LaSalle
                  Bank National Association

              	 	
                $

              	
                22,500,000

              	 	
                $

              	
                9,375,000

              	 
	 	 	 	 	 	 	 	 


      

      


      
        
          
          

        

        
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