0000930413-11-003708 Sample Contracts

FIRST AMENDMENT
Credit Agreement • May 6th, 2011 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York

FIRST AMENDMENT, dated as of March 7, 2011 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 30, 2010 (as amended, supplemented or modified from time to time, the “Credit Agreement”), among CLOPAY AMES TRUE TEMPER LLC, a Delaware limited liability company, CLOPAY AMES TRUE TEMPER HOLDING CORP., a Delaware corporation (the “Borrower”), the other Loan Parties party thereto, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).

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FIRST AMENDMENT
Credit Agreement • May 6th, 2011 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York

FIRST AMENDMENT, dated as of March 7, 2011 (this “Amendment”), to the CREDIT AGREEMENT, dated as of March 31, 2008 (as amended, supplemented or modified from time to time, the “Credit Agreement”), among GRITEL HOLDING CO., INC., a Delaware corporation, TELEPHONICS CORPORATION, a Delaware corporation (the “Borrower”), the other Loan Parties party thereto, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).

Griffon Corporation 712 Fifth Avenue New York, New York 10019 February 3, 2011
Consulting Agreement • May 6th, 2011 • Griffon Corp • Metal doors, sash, frames, moldings & trim

Reference is hereby made to your employment agreement dated as of July 1, 2001 between you and Griffon Corporation, as amended to date (the “Agreement”). Notwithstanding any provision in the Agreement to the contrary, the term of the Consulting Period, as defined therein, is hereby extended to April 1, 2016. Except as expressly modified herein, the terms and provisions of your consulting entitlements and obligations remain the same as they were immediately prior to the date hereof.

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