0000930413-11-002055 Sample Contracts

REGISTRATION RIGHTS AGREEMENT by and among Griffon Corporation, and The Guarantors party hereto and Deutsche Bank Securities Inc., as the Representative of the several Initial Purchasers Dated as of March 17, 2011
Registration Rights Agreement • March 18th, 2011 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 17, 2011, by and among Griffon Corporation, a Delaware corporation (the “Company”), the Guarantors named on Schedule 1 hereto (the “Guarantors”) and Deutsche Bank Securities Inc., as the representative (the “Representative”) of the several initial purchasers (collectively, the “Initial Purchasers”) listed on Schedule 1 to the Purchase Agreement (as defined below), each of which has agreed to purchase the Company’s 7⅛% Senior Notes due 2018 (the “Initial Notes”) pursuant to the Purchase Agreement.

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CREDIT AGREEMENT dated as of March 18, 2011 among GRIFFON CORPORATION, as the Borrower, The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC, as Sole Lead Arranger and Sole Bookrunner
Credit Agreement • March 18th, 2011 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York

CREDIT AGREEMENT, dated as of March 18, 2011, among GRIFFON CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

Griffon Corporation $550,000,000 7⅛% Senior Notes due 2018 PURCHASE AGREEMENT
Purchase Agreement • March 18th, 2011 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York
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