AMENDMENT NO. 1
Exhibit
10.1
AMENDMENT
XX. 0
XXXXXXXXX
XX. 0 dated as of December 31, 2007 to the Credit Agreement referred to
below, among Griffon Corporation (the “Company”),
Telephonics Corporation (the “Subsidiary
Borrower”
and,
together with the Company, collectively, the “Borrowers”),
each
of the Lenders identified under the caption “LENDERS” on the signature pages
hereto and JPMorgan Chase Bank, N.A. (“JPMCB”),
as
administrative agent for the Lenders (in such capacity, the “Administrative
Agent”).
The
Borrowers, the Lenders party thereto (individually, a “Lender”
and,
collectively, the “Lenders”)
and
the Administrative Agent are parties to an Amended and Restated Credit Agreement
dated as of December 20, 2006 (as amended, the “Credit
Agreement”).
The
Borrowers and the Lenders wish to amend the Credit Agreement in certain
respects, and accordingly, the parties hereto hereby agree as
follows:
Section
1. Definitions.
Capitalized terms used in this Amendment No. 1 and not otherwise defined herein
are used herein as defined in the Credit Agreement.
Section
2. Amendments.
Effective as provided in Section 4 hereof, the Credit Agreement shall be amended
as follows:
2.01.
References in the Credit Agreement (including references to the Credit Agreement
as amended hereby) to “this Agreement” (and indirect references such as
“hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references
to the Credit Agreement as amended hereby.
2.02.
Section 7.11(a) of the Credit Agreement is hereby amended in its entirety to
read as follows:
(a)
Consolidated
Leverage Ratio.
The
Company will not permit the Consolidated Leverage Ratio as at the last day
of
any period of four consecutive fiscal quarters of the Company to exceed (i)
for
such period ending December 31, 2007, 3.25 to 1.00 and (ii) thereafter, 3.00
to
1.00.
2.03.
Section 7.11(b) of the Credit Agreement is hereby amended in its entirety to
read as follows:
(b)
Consolidated
Fixed Charges Ratio.
The
Company will not permit the Consolidated Fixed Charge Coverage Ratio for any
period of four consecutive fiscal quarters of the Company to be less than (i)
for such period ending December 31, 2007, 3.25 to 1.00 and (ii) thereafter,
4.00
to 1.00.
Section
3. Representations
and Warranties.
Each
Borrower represents and warrants (as to itself and each of its Subsidiaries)
to
the Administrative Agent and Lenders that (a) the representations and warranties
of the Borrowers set forth in the Credit Agreement, as amended hereby, and
of
each Loan Party in each of the other Loan Documents to which it is a party,
are
true and correct on and as of the date hereof (or, if any such representation
or
warranty is expressly stated to have been made as of a specific date, as of
such
specific date) and (b) no Default shall occur and be continuing under the Credit
Agreement, as amended hereby.
1
Section
4. Conditions
Precedent to Effectiveness.
The
amendments set forth in Section 2 hereof shall become effective, as of the
date hereof, upon receipt by the Administrative Agent of one or more
counterparts of this Amendment No. 1 executed by each Borrower and the Required
Lenders.
Section
5. Confirmation
of Security Documents.
The
Company, by its execution and delivery of this Amendment No. 1, hereby confirms
and ratifies that all of its obligations under the Pledge Agreement and the
grant of the security interests thereunder shall continue in full force and
effect for the benefit of the Administrative Agent and the Lenders with respect
to the Credit Agreement as amended hereby.
Section
6. Miscellaneous.
Except
as herein provided, the Credit Agreement shall remain unchanged and in full
force and effect. This Amendment No. 1 may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
agreement and any of the parties hereto may execute this Amendment No. 1 by
signing any such counterpart. This Amendment No. 1 shall be governed by, and
construed in accordance with, the law of the State of New York.
[remainder
of page intentionally left blank]
2
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
duly
executed and delivered as of the day and year first above written.
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GRIFFON
CORPORATION
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By:
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/s/
Xxxxxxx X. Xxxxxx
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Name:
Xxxxxxx X. Xxxxxx
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Title:
VP, CFO, Treasurer and Secretary
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TELEPHONICS
CORPORATION
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Executive VP - Operations and CFO
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LENDERS
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JPMORGAN
CHASE BANK, N.A.,
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individually
and as Administrative Agent
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Senior Vice President
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BANK
OF AMERICA, N.A.
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By:
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/s/
Xxxxxx X. Xxxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxxx
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Title:
Senior Vice President/Senior Credit
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Products
Officer
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HSBC
BANK USA, NATIONAL ASSOCIATION
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By:
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/s/
Xxxxxxxxxxx X. Xxxxxxxxxx
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Name:
Xxxxxxxxxxx X. Xxxxxxxxxx
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Title:
First Vice President
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U.S.
BANK NATIONAL ASSOCIATION
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By:
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/s/
Xxxxxxx XxXxxx
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Name:
Xxxxxxx XxXxxx
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Title:
Vice President
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MANUFACTURERS
AND TRADERS TRUST COMPANY
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By:
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/s/
Xxxxx Xxxxx
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Name:
Xxxxx Xxxxx
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Title:
Administrative Vice President
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NORTH
FORK BANK
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A
DIVISION OF CAPITAL ONE, N.A.
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By:
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/s/
Xxxxxx Xxxxx
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Name:
Xxxxxx Xxxxx
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Title:
Vice President
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