Exhibit



Exhibit 10.34



THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 9, 2018 (this “Agreement”), to that certain Third Amended and Restated Credit Agreement, dated as of March 22, 2016 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; the Credit Agreement, as modified by this Agreement, the “Amended Credit Agreement”) among Griffon Corporation, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the other agents party thereto.
RECITALS:


WHEREAS, pursuant to Section 10.02 of the Credit Agreement, the Credit Agreement may be amended by a written document entered into by the Administrative Agent, with the consent of the Required Lenders; 


WHEREAS, the Borrower wishes to amend the Credit Agreement to modify the definition of Aggregate Foreign Currency Sublimit Dollar Amount set forth in Section 1.01 thereof;


WHEREAS, the Required Lenders are willing to agree to the amendments to the Credit Agreement set forth in Section 2 hereof on the terms set forth herein; 


NOW, THEREFORE, in consideration of the premises contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Section 1. Defined Terms. Unless otherwise specifically defined herein, each term used herein (including in the recitals above) has the meaning assigned to such term in the Credit Agreement.
Section 2. Amendment to Credit Agreement.  The definition of “Aggregate Foreign Currency Sublimit Dollar Amount” in Section 1.01 of the Credit Agreement is hereby amended by deleting the dollar amount “$50,000,000” therein and substituting in lieu thereof the dollar amount “$100,000,000”. 
Section 3. Conditions. This Agreement shall become effective on the date (the “Third Amendment Effective Date”) on which all of the following conditions precedent have been satisfied or waived:


(a)     the Administrative Agent shall have received this Agreement, duly executed and delivered by a duly authorized officer of each of (A) the Borrower, (B) the Administrative Agent and (C) the Required Lenders;


(b)    the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any Loan Document;









(c)    the representations and warranties of the Borrower set forth in the Credit Agreement, and of each Loan Party in each of the Loan Documents to which it is a party, shall be true and correct in all material respects on and as of the Third Amendment Effective Date; provided that any representation and warranty that expressly relates to a given date shall be true and correct in all material respects as of such given date; and


(d)    no Default shall have occurred and be continuing.
Section 4. Representations and Warranties. The Borrower hereby represents and warrants that (a) each of the representations and warranties of the Borrower set forth in the Credit Agreement, and of each Loan Party in each of the Loan Documents to which it is a party, are true and correct in all material respects on and as of the Third Amendment Effective Date (or to the extent that any representation and warranty expressly relates to a given date, as of such given date) and (b) at the time of and immediately after giving effect to this Agreement, no Default has occurred and is continuing.
Section 5. Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.
Section 6. Effect of This Agreement. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Lender or the Administrative Agent 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. Nothing herein shall be deemed to entitle any party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
Section 7. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
Section 8. Miscellaneous. This Agreement shall constitute a Loan Document for all purposes of the Credit Agreement. The Borrower shall pay all reasonable fees, costs and expenses of the Administrative Agent incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby.


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


	
			
	GRIFFON CORPORATION

	By:
	/s/ Thomas D. Gibbons

	 
	Name:
	Thomas D. Gibbons

	 
	Title:
	Vice President and Treasurer








[Griffon Corporation – Third Amendment to Third Amended and Restated Credit Agreement]










	
		
	JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender

	By:
	/s/ Joon Hur

	Name: Joon Hur
Title: Executive Director








[Griffon Corporation – Third Amendment to Third Amended and Restated Credit Agreement]










	
			
	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender

	By:
	/s/ Alicia Schug

	Name: Alicia Schug
Title: Vice President

	By:
	/s/ Maria Guinchard

	Name: Maria Guinchard
Title: Vice President














[Griffon Corporation – Third Amendment to Third Amended and Restated Credit Agreement]












	
		
	Wells Fargo Bank, NA, as a Lender

	By:
	/s/ Stephanie Allegra

	Name: Stephanie Allegra
Title: Senior Vice President


















[Griffon Corporation – Third Amendment to Third Amended and Restated Credit Agreement]












	
		
	BANK OF AMERICA, N.A., as a Lender

	By:
	/s/ John Falke

	Name: John Falke
Title: Senior Vice President




















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	Capital One, National Association, as a Lender

	By:
	/s/ Paul Darrigo

	Name: Paul Darrigo
Title: Senior Vice President






















[Griffon Corporation – Third Amendment to Third Amended and Restated Credit Agreement]












	
		
	Citizens Bank, N.A., as a Lender

	By:
	/s/ Angela Reilly

	Name: Angela Reilly
Title: Senior Vice President






















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	Manufacturers and Traders Trust Company, as a Lender

	By:
	/s/ William Terraglio

	Name: William Terraglio
Title: Vice President
























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	KeyBank National Association, as a Lender

	By:
	/s/ David J. Opatrny

	Name: David J. Opatrny
Title: Senior Vice President
























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	BMO Harris Bank N.A., as a Lender

	By:
	/s/ Joshua Hovermale

	Name: Joshua Hovermale
Title: Director
























[Griffon Corporation – Third Amendment to Third Amended and Restated Credit Agreement]