Re: Amendment and PruShelf Renewal and Extension
Exhibit
10.1
As
of
April 9, 2007
Franklin
Electric Co., Inc.
000
Xxxx
Xxxxxx Xxxxxx
Xxxxxxxx,
Xxxxxxx 00000
Attention:
Secretary
Re:
|
Amendment
and PruShelf Renewal and Extension
|
Ladies
and Gentlemen:
Reference
is made to that certain Second Amended and Restated Note Purchase and Private
Shelf Agreement dated as of September 9, 2004 (the “Note Agreement”), by and
among Franklin Electric Co., Inc., an Indiana corporation (the “Company”),
Prudential Investment Management, Inc. (“PIM”), The Prudential Insurance Company
of America (“PICA” and together with PIM, “Prudential”) and each other
Prudential Affiliate which becomes a party thereto in accordance with the terms
thereof. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Agreement.
Pursuant
to the request of the Company and in accordance with the provisions of paragraph
11C of the Note Agreement, the parties hereto agree as follows:
SECTION
1. Amendment.
From
and after the Effective Date (as defined in Section 3 hereof), the Note
Agreement is amended as follows:
1.1 The
cover
page to the Note Agreement, paragraph 1A and paragraph 1B of the Note Agreement
are each hereby amended to delete in its entirety each occurrence of the amount
“$110,000,000” appearing therein and to substitute therefor the amount
“$175,000,000”.
1.2 The
first
sentence of paragraph 2A(2) of the Note Agreement is amended to delete in its
entirety clause (i) thereof and to substitute therefor the following: "(i)
April
9, 2010 (or if such date is not a Business Day, the Business Day next preceding
such date) and".
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16
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Franklin
Electric Co., Inc.
As
of
April 9, 2007
Page
1.3 The
Company and Prudential expressly agree and acknowledge that as of the date
hereof, after giving effect to the issuance of the “Series B Notes” in the
aggregate principal amount of $150,000,000 (as such Notes are described in
the
Confirmation of Acceptance dated as of even date herewith), the Available
Facility Amount is $25,000,000. NOTWITHSTANDING
THE FOREGOING, THIS AMENDMENT AND THE NOTE AGREEMENT HAVE BEEN ENTERED INTO
ON
THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE
SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO
QUOTE
RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF PRIVATE
SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT
BY
PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.
1.4 Paragraph
5G of the Note Agreement is amended and restated in its entirety as
follows:
“5G. Leverage
Fee.
In
addition to interest accruing on the Notes, the Company agrees to pay to the
holders of the Notes a fee (the “Leverage
Fee”)
with
respect to each Fiscal Quarter, beginning with the Fiscal Quarter ending June
30, 2007, during which at any time the ratio of Consolidated Total Debt as
of
the end of such Fiscal Quarter to EBITDA for the period of four fiscal quarters
then ended is equal to or greater than 2.00 to 1.00. The Leverage Fee payable
with respect to each Note shall be a dollar amount equal to (a) the product
obtained by multiplying (i) the Applicable Number (as defined below) for such
Fiscal Quarter times (ii) the Weighted Dollar Average (as defined below) of
the
principal balance of such Note during the Fiscal Quarter to which the Leverage
Fee relates and (b) dividing the product thus obtained by four. The Leverage
Fee
for each applicable Fiscal Quarter shall be payable in arrears on the date
upon
which the financial statements for such Fiscal Quarter are to be delivered
under
paragraph 5A(i) (or paragraph 5A(ii), if the applicable Fiscal Quarter is the
last Fiscal Quarter in a fiscal year). If the Company fails to deliver financial
statements under paragraphs 5A(i) or 5A(ii) for any Fiscal Quarter or fiscal
year by the date such delivery is due, then the Company shall be deemed to
owe
the Leverage Fee for such Fiscal Quarter (based on an Applicable Number of
.0015) and shall make the payment required for such Fiscal Quarter on the date
due pursuant to the preceding sentence. Payment of the Leverage Fee shall be
made pursuant to the terms of paragraph 11A.
The
acceptance of the Leverage Fee by any holder of a Note shall not constitute
a
waiver of any Default or Event of Default. The consequences for the failure
to
pay the Leverage Fee when due shall be governed by paragraph 7A(ii) hereof,
treating the Leverage Fee, for such purposes and for the purpose of determining
the amount payable upon acceleration of the Notes, as interest.
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17
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Franklin
Electric Co., Inc.
As
of
April 9, 2007
Page
As
used
in this paragraph 5G, (a) “Applicable
Number”
shall
mean (i) .00075 if, with respect to such Fiscal Quarter, the ratio of
Consolidated Total Debt to EBITDA, as calculated above, was equal to or greater
than 2.00 to 1.00, but not greater than 2.50 to 1.00 or (ii) .0015 if, with
respect to such Fiscal Quarter, the ratio of Consolidated Total Debt to EBITDA,
as calculated above, was greater than 2.50 to 1.00 and (b) “Weighted
Dollar Average”
shall
mean, with respect to any Note, during any Fiscal Quarter, a dollar amount
determined by adding together the daily outstanding principal balance of such
Note during such Fiscal Quarter and dividing the amount thus obtained by the
total number of days in such Fiscal Quarter.”
1.5 Paragraph
6 of the Note Agreement is amended by inserting the following new paragraph
6B(13) immediately after paragraph 6B(12):
“6B(13).
Terrorism Sanction Regulations. The
Company will not, and will not permit any Subsidiary, to (i) become a Person
described or designated in the Specially Designated Nationals and Blocked
Persons List of the Office of Foreign Assets Control or in Section 1 of the
Anti-Terrorism Order or (ii) engage in any dealings or transactions with any
such Person.”
1.6 Paragraph
8 of the Note Agreement is amended by inserting the following new paragraph
8P
immediately after paragraph 8O:
“8P. Foreign
Assets Control Regulations, Etc.
(i)
(a) Neither
the sale of the Notes by the Company hereunder nor its use of the proceeds
thereof will violate the Trading with the Enemy Act, as amended, or any of
the
foreign assets control regulations of the United States Treasury Department
(31
CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive
order relating thereto.
(ii) Neither
the Company nor any Subsidiary (a) is a Person described or designated in the
Specially Designated Nationals and Blocked Persons List of the Office of Foreign
Assets Control or in Section 1 of the Anti-Terrorism Order or (b) engages in
any
dealings or transactions with any such Person. The Company and its Subsidiaries
are in compliance, in all material respects, with the USA Patriot Act.
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18
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Franklin
Electric Co., Inc.
As
of
April 9, 2007
Page
(iii) No
part
of the proceeds from the sale of the Notes hereunder will be used, directly
or
indirectly, for any payments to any governmental official or employee, political
party, official of a political party, candidate for political office, or anyone
else acting in an official capacity, in order to obtain, retain or direct
business or obtain any improper advantage, in violation of the United States
Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that
such Act applies to the Company.”
1.7 Paragraph
10B of the Note Agreement is amended by adding the following definition in
appropriate alphabetical order:
“USA
Patriot Act”
shall
mean United States Public Law 107-56, Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect.
1.8 Exhibit
D
and
Schedules
8A
and
8G
to the
Note Agreement are hereby respectively amended and restated in their entirety
in
the form of Exhibit
D
and
Schedules
8A
and
8G
attached
hereto.
SECTION
2. Representations
and Warranties.
The
Company represents and warrants that, after giving effect hereto, each
representation and warranty set forth in paragraph 8 of the Note Agreement,
as
amended hereby, is true on and as of the date of the execution and delivery
of
this letter by the Company with the same effect as if made on such date (except
to the extent of changes caused by transactions contemplated under and permitted
by the Note Agreement, as amended hereby).
SECTION
3.
Condition
Precedent; Binding Agreement.
This
letter shall become effective as of the date hereof (the “Effective Date”) upon
the return by the Company to Prudential Capital Group (Attention: Wiley X.
Xxxxx) of an original counterpart to this letter, duly executed and delivered
by
the Company, PIM and PICA. When this letter is so executed and delivered by
the
Company and has been signed by PIM and PICA, it shall become a binding agreement
among the Company, PIM and PICA.
SECTION
4. Reference
to and Effect on Agreement.
Upon
the Effective Date, each reference to the Note Agreement in any other document,
instrument or agreement shall mean and be a reference to the Note Agreement
as
modified by this letter. Except as specifically set forth in Section 1 hereof,
the Note Agreement shall remain in full force and effect and is hereby ratified
and confirmed in all respects.
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19
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Franklin
Electric Co., Inc.
As
of
April 9, 2007
Page
SECTION
5. Governing
Law. THIS
LETTER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF
THE
PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF ILLINOIS (EXCLUDING
ANY
CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS LETTER TO BE CONSTRUED
OR ENFORCED IN ACCORDANCE WITH, OR THE RIGHTS OF THE PARTIES TO BE GOVERNED
BY,
THE LAWS OF ANY OTHER JURISDICTION).
(The
remainder of this page is intentionally left blank.)
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20
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Franklin
Electric Co., Inc.
As
of
April 9, 2007
Page
SECTION
6. Counterparts;
Section Titles.
This
letter may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same instrument. The section titles
contained in this letter are and shall be without substance, meaning or content
of any kind whatsoever and are not a part of the agreement between the parties
hereto. Delivery of an executed counterpart of a signature page to this letter
by facsimile shall be effective as delivery of a manually executed counterpart
of this letter.
Very
truly yours,
PRUDENTIAL
INVESTMENT MANAGEMENT, INC.
By:
Vice-President
THE
PRUDENTIAL INSURANCE COMPANY
OF
AMERICA
By:
___________________________________
Vice
President
Agreed
and accepted:
FRANKLIN
ELECTRIC CO., INC.
By: ______
Xxxxxx
X.
Xxxxxx,
Vice
President, Chief Financial Officer
and
Secretary
EXHIBIT
D
[FORM
OF
OPINION OF COMPANY'S SPECIAL COUNSEL]
[Date
of
Closing]
[List
of
Purchasers]
c/o
Prudential Capital Group
Xxx
Xxxxxxxxxx Xxxxx
Xxxxx
0000
Xxxxxxx,
Xxxxxxxx 00000
Ladies
and Gentlemen:
We
have
acted as special counsel to Franklin Electric Co., Inc., an Indiana corporation
(the “Company”), in connection with the Second Amended and Restated Note
Purchase and Private Shelf Agreement (the “Agreement”) dated as of September 9,
2004, among the Company, Prudential Investment Management, Inc., The Prudential
Insurance Company of America and each other Prudential Affiliate which becomes
a
party thereto, as amended by the Amendment and PruShelf Renewal and Extension
dated as of April 9, 2007 (the “Letter Agreement”), providing for the issuance
and delivery to you today of the Company’s ______________ Note(s) due _______,
____ (the “Notes”). This opinion letter is being delivered at the request of the
Company pursuant to paragraph 3A of the Agreement. Capitalized terms used in
this opinion letter that are defined in the Agreement and not otherwise defined
in this opinion letter shall have the meanings given to them in the Agreement.
The term “person” when used herein shall mean any individual or
entity.
In
connection with this opinion letter, we have examined the following documents
(the documents described in (i) and (ii) below are collectively called the
“Transaction Documents”):
(i) an
executed copy of each of the Agreement and the Letter Agreement;
(ii) executed
copies of the Notes;
(iii) a
copy of
the articles of incorporation of the Company and all amendments thereto,
certified by the Secretary of State of Indiana;
(iv) a
copy of
the by-laws of the Company and all amendments thereto, certified by the
Secretary of the Company;
(v) a
copy of
the resolutions of the board of directors of the Company authorizing the
execution and delivery by the Company of the Transaction Documents and
performance by the Company of the transactions contemplated thereby, certified
by the Secretary of the Company;
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(vi) a
certificate of the Secretary of the Company as to the incumbency and specimen
signatures of the officers of the Company executing the Transaction Documents;
(vii) a
Certificate of Existence of the Secretary of State of Indiana as to the
corporate existence of the Company; and
(viii)
a
certificate of the Company in the form attached hereto as Schedule I and an
officer’s certificate as to certain matters of fact underlying our opinions in
paragraphs 5 through 9 of this letter (together, the
“Certificates”).
In
making
our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity
with
the originals of all documents submitted to us as copies and the legal capacity
of all natural persons. As to matters of fact material to our opinions in this
letter, we have relied on certificates and statements from officers and other
employees of the Company, public officials and other appropriate persons and
on
the representations made in the Transaction Documents.
In
rendering the opinions in this letter we have assumed, except to the extent
expressly set forth in and covered by our opinions below, that: (i) each party
to each of the Transaction Documents, other than the Company, (a) is validly
existing and in good standing under the laws of its jurisdiction of
organization, (b) has full power and authority to execute the Transaction
Documents to which it is a party, and to enter into the transactions
contemplated therein, (c) has taken all necessary action to authorize execution
of the Transaction Documents to which it is a party on its behalf by the persons
executing same, (d) has properly executed and delivered each of the Transaction
Documents to which it is a party, and (e) has duly obtained all consents or
approvals of any nature from and made all filings with any governmental
authorities necessary for such party to execute, deliver or perform its
obligations under the Transaction Documents to which it is a party, (ii) all
acts have been taken without violation of any fiduciary duties and in accordance
with any notice or disclosure requirements, (iii) the execution and delivery
of,
and performance of their respective agreements under, the Transaction Documents
by each party thereto do not violate any law, rule, regulation, judgment,
injunction, order, decree, agreement or instrument binding upon such party,
and
(iv) each of the Transaction Documents is the legal, valid and binding
obligation of, and enforceable against, each party thereto other than the
Company.
In
rendering our opinions herein we have also assumed that there is no oral or
written agreement, understanding, course of dealing or usage of trade that
amends any term of any Transaction Document, or any waiver of any such term;
that the Transaction Documents are accurate and complete; and that there has
been no mutual mistake of fact or actual or constructive fraud,
misrepresentation, duress, undue influence or similar inequitable
conduct.
We
make
no representation that we have independently investigated or verified any of
the
matters that we have assumed for the purposes of this opinion letter, and,
by
accepting this opinion letter, you acknowledge not to have requested, or relied
on, any such independent investigation or verification by us.
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For
the
purpose of this opinion letter, our “knowledge” (or any similar concept) with
respect to any matter means (1) the actual knowledge regarding such matter
of
the particular attorneys who are presently employees or partners of Xxxxxx
Xxxxxx LLP and who have represented the Company in connection with the
transactions contemplated by the Transaction Documents, (2) we make no
representation that we have undertaken any review of our files or other
independent investigation with respect to any such matter (and, by accepting
this opinion letter, you acknowledge not to have requested, or relied on, any
such review or other independent investigation by us) and (3) no inference
that
we have actual knowledge concerning such matter should be drawn from the mere
fact of our representation of the Company or our expression of any opinion
in
this opinion letter. Accordingly, relevant matters may exist, including relevant
matters with respect to which attorneys in our firm are representing the
Company, but of which for the purposes of this opinion letter, we do not have
“knowledge.”
For
the
purposes hereof, “Applicable Laws” shall mean the laws, rules and regulations to
which our opinions are limited as described in qualifications E and F
below.
The
opinions contained in this opinion letter are only expressions of professional
judgment regarding the legal matters addressed and are not guarantees that
a
court would reach any particular result.
Based
on
the foregoing and subject to the qualifications set forth below, we are of
the
opinion that:
1. The
Company is a corporation validly existing under the laws of the State of
Indiana.
2. The
Company has the corporate power and authority to execute, deliver and perform
its obligations under each of the Transaction Documents, and the execution,
delivery and performance thereof by the Company have been duly authorized by
all
necessary corporate action on the part of the Company.
3. Each
of
the Transaction Documents has been duly executed and delivered by the Company
and constitutes the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.
4. The
execution and delivery by the Company of each of the Transaction Documents
do
not, and the performance by the Company of its obligations under the Transaction
Documents will not, (i) violate the articles of incorporation or the by-laws
of
the Company, (ii) violate any Applicable Law applicable to the Company, (iii)
violate any judgment, injunction, order or decree to which the Company is
subject that is listed on Schedule I
attached
to this opinion letter, or (iv) breach or result in a default under any
indenture, mortgage, instrument or agreement that is listed on Schedule
I
attached
to this opinion letter.
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5. In
view
of the circumstances surrounding the sale and delivery of the Notes and on
the
basis of the representations made by the Company in paragraph 8H of the
Agreement and in the Certificates, and by you in paragraph 9 of the Agreement,
it is not necessary in connection with the offering, issuance and delivery
of
the Notes under the circumstances contemplated by the Agreement to register
the
Notes under the Securities Act or to qualify an indenture in respect of the
Notes under the Trust Indenture Act of 1939, as amended and now in
effect.
6. On
the
basis of the representations made by the Company in paragraph 8I of the
Agreement and in the Certificates, the extension, arranging and obtaining of
the
credit represented by the Notes do not result in any violation of Regulation
T,
U or X of the Board of Governors of the Federal Reserve System.
7. None
of
the execution and delivery by the Company of any of the Transaction Documents,
the performance by the Company of its obligations under the Transaction
Documents, and the offering, sale and issuance of the Notes by the Company
under
the circumstances contemplated by the Transaction Documents requires any consent
or approval from or filing with any governmental authority of the State of
Illinois or the United States of America under any Applicable Law, except for
any routine filings after the date hereof with the Securities and Exchange
Commission and state blue sky authorities.
8. The
Company is not an “investment company” as defined in, or subject to regulation
under, the Investment Company Act of 1940.
9. The
Company is not a “holding company” as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 2005, as amended.
The
opinions set forth above are subject to the following
qualifications:
A. For
purposes of our opinion in paragraph 1 above as to the existence of the Company,
we have relied solely upon the document described in item (vii)
above.
B. The
opinions set forth above are subject to (i) applicable laws relating to
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or
other
similar laws affecting creditors’ rights generally, whether now or hereafter in
effect, (ii) general principles of equity, including, without limitation,
concepts of materiality, laches, reasonableness, good faith, fair dealing and
judicial discretion, and the principles regarding when injunctive or other
equitable remedies will be available (regardless of whether considered in a
proceeding at law or in equity), (iii) the qualification that certain provisions
of the Transaction Documents are or may be unenforceable in whole or in part,
but, subject to the other limitations as to enforceability expressed in this
opinion and any limitations contained in the Transaction Documents, the
inclusion of such provisions does not prevent the practical realization of
the
benefits intended to be afforded by the Company’s principal obligations under
the Transaction Documents except for the economic consequences, if any,
resulting from any delay imposed by applicable laws, rules and regulations,
court decisions or procedures or constitutional requirements, (iv) the
qualification that no opinion is rendered as to waivers, consents or
authorizations to take action or any other provisions of the
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Transaction
Documents that are intended to prevent a guarantor from being discharged from
its obligations under a guaranty, and (v) the qualification that no opinion
is
rendered as to any provision of any Transaction Document that purports to
reinstate any Transaction Document, any lien or security interest granted under
any Transaction Document or any obligation of the Company under any Transaction
Document.
C. In
rendering the opinions set forth above, we have made no examination of, and
we
express no opinion with respect to, any accounting or tax matters. In
particular, no advice is being rendered with respect to any questions concerning
the federal tax treatment of an item of income, gain, loss, deduction or credit,
the existence or absence of a taxable transfer of property, or the value of
property for federal tax purposes. Our opinion in paragraph 4 above covers
only
violations, breaches or defaults that can be definitively determined as of
the
date of this opinion letter and does not cover violations, breaches or defaults
the occurrence of which is dependent upon future events or circumstances or
compliance with financial covenants or ratios that involve or require
computations or calculations. Our opinion in paragraph 7 above is not intended
to cover consents, approvals or filings that might be required as a result
of
the conduct by the Company of its business or operations.
D. We
express no opinion as to the validity, legality, binding effect or
enforceability of any covenant or agreement (i) providing for release of
liability for or the indemnification against or contribution with respect to
any
losses, claims, damages, expenses or liabilities incurred by any person (a)
as a
result of any violation of any securities law by such person, (b) as a result
of
the gross negligence or willful misconduct of such person, (c) as a result
of
the negligence of such person if a court would find that the intent to indemnify
such person for such person’s negligence was not clearly expressed, (d) as a
result of fraud or misrepresentation by such person, or (e) if a court would
find that such indemnification, contribution or release otherwise violates
public policy, (ii) requiring that any amendment, modification or waiver of
any
Transaction Document shall not be effective unless in writing, (iii) providing
for the consent to jurisdiction of any court, the waiver of objection of venue
of any court, the waiver of or consent to service of process in any manner
other
than provided in the laws of the State of Illinois, the waiver of jury trial
or
the waiver of counterclaim or cross-claim, (iv) providing that delays will
not
operate as waivers, (v) attempting to modify or waive any requirements of
reasonableness or notice arising under the laws of any jurisdiction to the
extent applicable to the transactions contemplated by the Transaction Documents,
(vi) requiring the payment of interest on overdue but unpaid interest or fixed
late payment charges, (vii) purporting to be an agreement to use “best efforts,”
(viii) relating to severability as applied to any portion of a Transaction
Document deemed by a court to be material, (ix) waiving the benefits of any
statutory provision or common law right where such waiver violates limitations
imposed by statute or is against public policy, (x) providing for a choice
of
any governing law other than the laws of the State of Illinois, (xi) purporting
to restrict access to legal or equitable remedies or purporting to establish
evidentiary standards for suits or proceedings to enforce the Transaction
Documents or evidentiary standards relating to powers granted to any party,
(xii) appointing any person as attorney-in-fact, (xiii) granting self-help
remedies, (xiv) disclaiming any effect of usage of trade, course of performance
or course of dealing, (xv) setting forth remedies to the extent such remedies
would have the effect of compensating the party entitled to the benefits thereof
in amounts in excess of actual loss suffered by such party, other than
liquidated damages (which are covered under (xvi)), (xvi) providing for a
penalty or purporting to be an agreement to
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pay
liquidated damages unless actual damages would be impossible or difficult to
determine and the liquidated damages provided for are reasonable in light of
the
anticipated or actual loss, or (xvii) regarding non-disclosure, confidentiality
or non-competition.
E. Our
opinions are limited to only those laws, rules and regulations that we have,
in
the exercise of customary professional diligence, but without any special
investigation, recognized as generally applicable to the transactions
contemplated by the Transaction Documents and to business organizations of
the
same type as the Company (which are not engaged in regulated business
activities) and exclude the USA Patriot Act, the Trading with the Enemy Act,
Executive Order 13224 and similar laws and regulations, as well as all laws,
rules and regulations of the type described in Section 19 of the Legal Opinion
Accord of the American Bar Association Section of Business Law (1991), except
to
the extent covered by our opinions in paragraphs 5 and 6 above. In addition,
we
express no opinion as to any law, rule or regulation (i) the violation of which
would not have a material adverse effect on you or the Company or the Company’s
ability to perform its obligations under the Transaction Documents, (ii) the
violation of which can be cured without significant expense to you, or (iii)
to
which the Company may be subject as a result of your legal or regulatory
status.
F. The
foregoing opinions are limited to the laws of the State of Illinois, the Indiana
Business Corporation Law, and the federal laws of the United States of America,
and we express no opinions with respect to the laws of any other jurisdiction.
The
opinions expressed in this opinion letter are as of the date of this opinion
letter only and as to laws covered hereby only as they are in effect on that
date, and we assume no obligation to update or supplement such opinion to
reflect any facts or circumstances that may come to our attention after that
date or any changes in law that may occur or become effective after that date.
The opinions herein are limited to the matters expressly set forth in paragraphs
1 through 9 of this opinion letter, and no opinion or representation is given
or
may be inferred beyond the opinions expressly set forth in paragraphs 1 through
9 in this opinion letter.
This
opinion letter is furnished by us as special counsel for the Company, is solely
for your benefit and for the benefit of your successors and assigns, including
any bona fide transferee of the Notes, in connection with the transactions
stated herein, and is not to be relied on by any other person or for any other
purpose without our prior written consent. No interest you may have under or
with respect to this opinion letter (separate from your interest in the Notes)
may be assigned without our prior written consent.
Very
truly yours,
XXXXXX
XXXXXX LLP
By:
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SCHEDULE
8A
LIST
OF SUBSIDIARIES
Name
|
State
or country of Incorporation
|
%
Owned
|
Franklin
Fueling Systems, Inc.
|
Wisconsin
|
100
|
Franklin
Electric International, Inc. Japan
|
Japan
|
100
|
Franklin
Electric Europa GmbH
|
Germany
|
100
|
Franklin
Electric South Africa (Pty) Ltd.
|
South
Africa
|
100
|
Franklin
Electric (Australia) Pty. Ltd.
|
Australia
|
100
|
Motores
Xxxxxxxx X.X. de C.V.
|
Mexico
|
100
|
Motores
Electricos Sumergibles de Mexico, S. de X.X. de C.V.
|
Mexico
|
100
|
Servicios
de MESMEX, S. de X.X., de C.V.
|
Mexico
|
100
|
Motori
Sommersi Riawolgibili S.r.l.
|
Italy
|
75
|
Franklin
Electric spol s.r.o.
|
Czech
Republic
|
100
|
Franklin
Electric (Suzhou) Co., Ltd.
|
China
|
100
|
EBW,
Inc.
|
Michigan
|
100
|
Advanced
Polymer Technology, Inc.
|
Michigan
|
100
|
-
27
-
Intelligent
Controls, Inc.
|
Maine
|
100
|
Coverco
S.R.L.
|
Italy
|
100
|
Franklin
Electric International, Inc.
|
Delaware
|
100
|
Franklin
Electric B.V.
|
Netherlands
|
100
|
Franklin
Electric Taiwan
|
Taiwan
|
100
|
Franklin
Electric Manufacturing Inc.
|
Indiana
|
100
|
Franklin
Electric Sales, Inc.
|
Indiana
|
100
|
Franklin
Fueling Systems GmbH
|
Germany
|
100
|
Franklin
Pump Systems, Inc.
|
Arkansas
|
100
|
Little
Giant Pump Company, Inc.
|
Oklahoma
|
100
|
Xxxxx
Systems, Inc
|
New
Hampshire
|
100
|
Franklin
Electric Subsidiaries, Inc. (inactive)
|
Indiana
|
100
|
Franklin
Electric Canada
|
Canada
|
100
|
Franklin
Electric Trading (Shanghai) Co., Ltd.
|
China
|
100
|
-
28
-
SCHEDULE
8G
LIST
OF AGREEMENTS RESTRICTING DEBT
Amended
and Restated Credit Agreement, dated as of December 14, 2006, among the Company,
the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative
Agent.
-
29
-