WAIVER
Execution
Copy
WAIVER,
dated as of March 14, 2008 (this “Waiver”),
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 by Amendment No. 1 thereto, dated
as
of December 31, 2007, the “Credit Agreement”).
The
Borrowers and the Lenders wish to waive certain provisions of the Credit
Agreement, and accordingly, the parties hereto hereby agree as
follows:
Section
1. Definitions.
Capitalized terms used in this Waiver and not otherwise defined herein are
used
herein as defined in the Credit Agreement.
Section
2. Waiver.
Subject
to the terms and conditions set forth herein, the Lenders hereby waive, until
April 30, 2008, any Default or Event of Default which may arise under paragraph
(d) of Article VIII of the Credit Agreement as a result of a breach by the
Company of Section 7.11 (a) or Section 7.11(b) of the Credit Agreement for
the
period of four consecutive fiscal quarters of the Company ending on March 31,
2008.
Section
3. Terms.
The waiver granted herein is limited strictly to its terms, shall apply only
to
the sections of the Credit Agreement described above and with respect to the
period specified herein, and shall not extend to or affect any of the Borrowers’
other obligations contained in the Credit Agreement or any other Loan Document
or to any periods other than the period specified herein. The Lenders shall
have
no further obligation to issue any additional waiver.
Section
4. 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 and of each Loan Party in
each of the other Loan Documents to which it is a party, are true and correct
in
all material respects 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) after giving effect to this
Waiver, no Default shall have occurred and be continuing under the Credit
Agreement.
Section
5. Conditions
Precedent to Effectiveness.
The
waiver 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 Waiver executed by each Borrower and the Required Lenders.
Section
6. Confirmation
of Security Documents.
The
Company, by its execution and delivery of this Waiver, 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.
Section
7. Expenses.
The Borrowers agree to reimburse the Administrative Agent for out-of-pocket
expenses in connection with this Waiver, including the reasonable fees, charges
and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the
Administrative Agent.
Section
8. Counterparts.
This Waiver 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 Waiver by signing any such counterpart.
Section
9. Governing
Law. This Waiver shall be governed by, and construed in accordance with, the
law
of the State of New York.
Section
10. Miscellaneous.
Except
as expressly set forth herein, this Waiver shall not by implication or otherwise
limit, impair, constitute a waiver of, or otherwise affect the rights and
remedies of the Administrative Agent, the Lenders or the Borrowers under the
Credit Agreement or any other Loan Document, and shall not alter, modify, amend
or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all
of
which are ratified and affirmed in all respects and shall continue in full
force
and effect. After the date this Waiver becomes effective, any reference to
the
Credit Agreement shall mean the Credit Agreement as modified hereby. This Waiver
shall constitute a “Loan Document” for all purposes of the Credit Agreement and
the other Loan Documents.
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of page intentionally left blank]
WITNESS
WHEREOF, the parties hereto have caused this Waiver to be duly executed and
delivered as of the day
and year
first above written.
GRIFFON CORPORATION | ||
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By: | /s/ Xxxxxxx X. Xxxxxx | |
Name: Xxxxxxx X. Xxxxxx |
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Title: Chief Financial Officer |
TELEPHONICS CORPORATION | ||
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By: | /s/ Xxxxxx X. Xxxxxx | |
Name: Xxxxxx X. Xxxxxx |
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Title: Ex. V.P. Operations & CFO |
Signature
Page
LENDERS
JPMORGAN
CHASE BANK, N.A.,
individually
and as Administrative Agent
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By: | /s/ Xxxx Xxxx Xxxxx | |
Name: Xxxx Xxxx Xxxxx |
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Title: Vice President |
BANK OF AMERICA, N.A. | ||
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By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
Name: Xxxxxx X. Xxxxxxxxxx |
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Title:Senior Vice President |
HSBC BANK USA, NATIONAL ASSOCIATION | ||
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By: | /s/ Xxxxxxxxxxx X. Xxxxxxxxxx | |
Name: Xxxxxxxxxxx X. Xxxxxxxxxx |
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Title: First Vice President |
U.S. BANK NATIONAL ASSOCIATION | ||
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By: | /s/ Xxxxxxx XxXxxx | |
Name: Xxxxxxx XxXxxx |
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Title: Vice President |
MANUFACTURERS AND TRADERS TRUST COMPANY | ||
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By: | /s/ Xxxxx Xxxxx | |
Name: Xxxxx Xxxxx |
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Title: Administrative Vice President |
Signature
Page
CAPITAL
ONE, N.A.
Successor by merger to North Fork
Bank
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By: | /s/ Xxxxxx Xxxxx | |
Name: Xxxxxx Xxxxx
Title: Vice
President
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Signature
Page