Griffon Corp Sample Contracts

dated as of
Credit Agreement • December 26th, 2006 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York
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EXHIBIT 10.2 PLEDGE AGREEMENT PLEDGE AGREEMENT dated as of December 15, 2005, between GRIFFON CORPORATION, a corporation duly organized and validly existing under the laws of Delaware (the "Company"), and JPMORGAN CHASE BANK, N.A., as administrative...
Pledge Agreement • December 20th, 2005 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York
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AMENDED AND RESTATED LOAN AGREEMENT by and among GRIFFON CORPORATION, TELEPHONICS CORPORATION, THE LENDERS PARTY HERETO, FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT
Loan Agreement • December 21st, 2001 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York
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Exhibit 10.2 SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT (this "Agreement"), made and entered into as of July 18, 2006 ("the Effective Date"), by and between Griffon Corporation, a Delaware corporation, with its principal office located at 100...
Severance Agreement • July 21st, 2006 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York
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EXHIBIT 4.1 NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------ AGREEMENT made as of the 1st day of March, 2005, between GRIFFON CORPORATION, a Delaware corporation, (hereinafter called the "Company") and ERIC EDELSTEIN...
Non-Qualified Stock Option Agreement • February 10th, 2006 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York
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AMENDMENT TO LOAN AGREEMENT AMENDMENT (this "Amendment"), dated as of June 30, 2005, by and among GRIFFON CORPORATION ("Griffon"), TELEPHONICS CORPORATION ("Telephonics;" Griffon and Telephonics are at times referred to herein individually as a...
Loan Agreement • July 7th, 2005 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York
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LOAN AGREEMENT by and among GRIFFON CORPORATION, THE LENDERS PARTY HERETO, FLEET BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT
Loan Agreement • December 20th, 1999 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York
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EMPLOYMENT AGREEMENT -------------------- This Employment Agreement (the "Agreement") dated as of March 1, 2005, between Griffon Corporation, a Delaware corporation having an address at 100 Jericho Quadrangle, Jericho, New York 11753 (the "Company"),...
Employment Agreement • March 4th, 2005 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York
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W I T N E S S E T H:
Employment Agreement • August 12th, 2003 • Griffon Corp • Metal doors, sash, frames, moldings & trim
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AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 30, 2010 among CLOPAY AMES TRUE TEMPER HOLDING CORP., as Borrower, CLOPAY AMES TRUE TEMPER LLC, as Holdings, CERTAIN SUBSIDIARIES OF CLOPAY AMES TRUE TEMPER HOLDING CORP., as Guarantors, The...
Credit Agreement • October 1st, 2010 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York

AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 30, 2010 (as it may be amended or modified from time to time, this “Agreement”), among CLOPAY AMES TRUE TEMPER LLC, a Delaware limited liability company (“Holdings”), CLOPAY AMES TRUE TEMPER HOLDING CORP., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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BETWEEN
Stock Purchase Agreement • July 11th, 1997 • Griffon Corp • Metal doors, sash, frames, moldings & trim • California
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CREDIT AGREEMENT dated as of March 31, 2008 among GRITEL HOLDING CO., INC., as Holdings, TELEPHONICS CORPORATION, as the Borrower, The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES INC., as Sole...
Credit Agreement • April 4th, 2008 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York

CREDIT AGREEMENT, dated as of March 31, 2008, among GRITEL HOLDING CO., INC., a Delaware corporation (“Holdings”), TELEPHONICS 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”).

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JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
Joint Filing Agreement • December 20th, 2006 • Griffon Corp • Metal doors, sash, frames, moldings & trim

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

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EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into as of July 1, 2001, by and between Griffon Corporation, a Delaware corporation, with its principal office located at 100 Jericho Quadrangle, Jericho, New York...
Employment Agreement • May 18th, 2001 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York
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CREDIT AGREEMENT dated as of June 24, 2008 among CLOPAY BUILDING PRODUCTS COMPANY, INC., and CLOPAY PLASTIC PRODUCTS COMPANY, INC., as Borrowers, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, J.P. MORGAN SECURITIES,...
Credit Agreement • June 27th, 2008 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York

CREDIT AGREEMENT dated as of June 24, 2008 (as it may be amended or modified from time to time, this “Agreement”), among CLOPAY BUILDING PRODUCTS COMPANY, INC., a Delaware corporation, CLOPAY PLASTIC PRODUCTS COMPANY, INC., a Delaware corporation, as Borrowers, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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GRIFFON CORPORATION 8,000,000 Shares of Common Stock plus an option to purchase from the Company and the Selling Stockholder up to 1,200,000 Shares of Common Stock Underwriting Agreement
Griffon Corp • August 18th, 2020 • Metal doors, sash, frames, moldings & trim • New York

Griffon Corporation, a Delaware corporation (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), up to 8,000,000 shares of common stock, par value $0.25 per share (the “Common Stock”), of the Company (the “Underwritten Shares”). In addition, the Company proposes to sell, at the option of the Underwriters, up to an additional 700,000 shares of Common Stock of the Company, and that certain stockholder of the Company named in Schedule 2 hereto (the “Selling Stockholder”) proposes to sell, at the option of the Underwriters, up to an additional 500,000 shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

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FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 2nd, 2019 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York

THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 22, 2016, as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time (this “Agreement”), 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 (the “Lenders”), Deutsche Bank Securities Inc. and Wells Fargo Bank, National Association, as co-syndication agents (in such capacity, the “Co-Syndication Agents”), Bank of America, N.A., Capital One, National Association and Citizens Bank, National Association, as co-documentation agents (in such capacity, the “Co-Documentation Agents”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “the Administrative Agent”).

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FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 11th, 1997 • Griffon Corp • Metal doors, sash, frames, moldings & trim
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SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 28th, 2022 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 24, 2022, as amended, restated, amended and restated, supplemented or otherwise modified from time to time (this “Agreement”), 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 (the “Lenders”) and the Administrative Agent.

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FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 1st, 2022 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 30, 2020, as amended, restated, amended and restated, supplemented or otherwise modified from time to time (this “Agreement”), 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 (the “Lenders”) and the Administrative Agent.

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GUARANTEE AND COLLATERAL AGREEMENT made by GRITEL HOLDING CO., INC. TELEPHONICS CORPORATION and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of March 31, 2008
Guarantee and Collateral Agreement • April 4th, 2008 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York

GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 31, 2008, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of March 31, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Gritel Holding Co., Inc. (“Holdings”), Telephonics Corporation (the “Borrower”), the Lenders and the Administrative Agent.

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REGISTRATION RIGHTS AGREEMENT Dated as of July 18, 2003 by and between GRIFFON CORPORATION and DEUTSCHE BANK SECURITIES INC., as Representative of the Initial Purchasers 4.0% Contingent Convertible Subordinated Notes Due 2023
Registration Rights Agreement • September 26th, 2003 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York

This Registration Rights Agreement (this “Agreement”) is dated as of July 18, 2003, by and between Griffon Corporation, a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative of the Initial Purchasers (collectively, the “Initial Purchasers”) under the Purchase Agreement (as defined below).

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FORM OF DEPOSIT AGREEMENT among GRIFFON CORPORATION,
Deposit Agreement • March 30th, 2009 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York

DEPOSIT AGREEMENT, dated as of [ ], among Griffon Corporation, a Delaware corporation, [ ], a [ ] banking corporation, as Depositary, and all holders from time to time of Receipts issued hereunder.

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WARRANT AGREEMENT By and Among GRIFFON CORPORATION and
Warrant Agreement • March 30th, 2009 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York

Agreement made as of [ ] between GRIFFON CORPORATION, a Delaware corporation, with offices at 100 Jericho Quadrangle, Jericho, New York 11753 (“Company”), and [ ], a [ ] corporation, with offices at [ ] (“Warrant Agent”).

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Griffon Corporation $150,000,000 5.75% Senior Notes due 2028 PURCHASE AGREEMENT
Purchase Agreement • June 9th, 2020 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York

Griffon Corporation, a Delaware corporation (the “Company”), and the Guarantors named on Schedule 2A hereto (the “Guarantors”) hereby confirm their agreement with BofA Securities, Inc., as representative (the “Representative”) of the several initial purchasers listed on Schedule 1 hereto (the “Initial Purchasers”), as set forth below.

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REGISTRATION RIGHTS AGREEMENT by and among Griffon Corporation, the Guarantors party hereto and BofA Securities, Inc., as the Representative of the several Initial Purchasers Dated as of June 22, 2020
Registration Rights Agreement • June 22nd, 2020 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 22, 2020, by and among Griffon Corporation, a Delaware corporation (the “Company”), the Guarantors named on Schedule 1 hereto (the “Guarantors”) and BofA 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), which Initial Purchasers have agreed to purchase $150,000,000 aggregate principal amount of the Company’s 5.75% Senior Notes due 2028 (the “New Notes”) pursuant to the Purchase Agreement. The Company previously issued and sold $850,000,000 aggregate principal amount of its 5.75% Senior Notes due 2028 (the “Original Notes”) under the Indenture (as defined below). The New Notes constitute an issuance of Additional Notes (as defined in the Indenture) under the Indenture.

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EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into as of October 1, 1998, by and between Griffon Corporation, a Delaware corporation, with its principal office located at 100 Jericho Quadrangle, Jericho, New York...
Employment Agreement • December 10th, 1998 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York
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INTERCREDITOR AGREEMENT
Intercreditor Agreement • October 1st, 2010 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York

Intercreditor Agreement (this “Agreement”), dated as of September 30, 2010, among JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “ABL Representative”) for the ABL Secured Parties (as defined below), Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent (in such capacities, with its successors and assigns, and as more specifically defined below, the “Term Loan Representative”) for the Term Loan Secured Parties (as defined below) and each of the Loan Parties (as defined below) party hereto.

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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”).

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WITNESSETH:
Employment Agreement • July 21st, 2006 • Griffon Corp • Metal doors, sash, frames, moldings & trim
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AMENDMENT NO. 2 TO SEVERANCE AGREEMENT
Severance Agreement • November 18th, 2022 • Griffon Corp • Metal doors, sash, frames, moldings & trim • Delaware

WHEREAS, the Corporation and the Executive entered into that certain Severance Agreement, dated as of July 30, 2015, as previously amended (hereinafter, collectively, the “Severance Agreement”).

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ASSET AND STOCK PURCHASE AGREEMENT dated as of September 1, 2017 between EMERSON ELECTRIC CO. and CLOSETMAID ACQUISITION CORP.
Asset and Stock Purchase Agreement • September 8th, 2017 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York

AGREEMENT (this “Agreement”) dated as of September 1, 2017 between Emerson Electric Co., a Missouri corporation (“Seller”), and ClosetMaid Acquisition Corp., a Delaware corporation (“Buyer”).

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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 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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SEVERANCE AGREEMENT
Severance Agreement • July 31st, 2015 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York

THIS SEVERANCE AGREEMENT (this “Agreement”), made and entered into as of July 30, 2015 (the “Effective Date”), by and between Griffon Corporation, a Delaware corporation, with its principal executive office located at 712 Fifth Avenue, 18th Floor, New York, New York, 10019 (hereinafter, together with its subsidiaries, collectively referred to as the “Corporation”) and Brian G. Harris (hereinafter referred to as the “Executive”).

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LOAN AGREEMENT by and among GRIFFON CORPORATION, NATWEST BANK N.A., individually and as Collateral Agent
Loan Agreement • November 20th, 1995 • Griffon Corp • Metal doors, sash, frames, moldings & trim • New York
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