Unassociated Document


    Exhibit
      10.1

    


    AMENDMENT
      NO. 1

    


    AMENDMENT
      NO. 1 dated as of December 31, 2007 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, the “Credit
      Agreement”).
      The
      Borrowers and the Lenders wish to amend the Credit Agreement in certain
      respects, and accordingly, the parties hereto hereby agree as
      follows:

    


    Section
      1. Definitions.
      Capitalized terms used in this Amendment No. 1 and not otherwise defined herein
      are used herein as defined in the Credit Agreement.

    


    Section
      2. Amendments.
      Effective as provided in Section 4 hereof, the Credit Agreement shall be amended
      as follows:

    


    2.01.
      References in the Credit Agreement (including references to the Credit Agreement
      as amended hereby) to “this Agreement” (and indirect references such as
“hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references
      to the Credit Agreement as amended hereby.

    


    2.02.
      Section 7.11(a) of the Credit Agreement is hereby amended in its entirety to
      read as follows:

    


    (a)
      Consolidated
      Leverage Ratio.
      The
      Company will not permit the Consolidated Leverage Ratio as at the last day
      of
      any period of four consecutive fiscal quarters of the Company to exceed (i)
      for
      such period ending December 31, 2007, 3.25 to 1.00 and (ii) thereafter, 3.00
      to
      1.00.

    


    2.03.
      Section 7.11(b) of the Credit Agreement is hereby amended in its entirety to
      read as follows:

    


    (b)
      Consolidated
      Fixed Charges Ratio.
      The
      Company will not permit the Consolidated Fixed Charge Coverage Ratio for any
      period of four consecutive fiscal quarters of the Company to be less than (i)
      for such period ending December 31, 2007, 3.25 to 1.00 and (ii) thereafter,
      4.00
      to 1.00.

    


    Section
      3. 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, as amended hereby, and
      of
      each Loan Party in each of the other Loan Documents to which it is a party,
      are
      true and correct 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) no Default shall occur and be continuing under the Credit
      Agreement, as amended hereby.


    
      
         

      

      
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    Section
      4. Conditions
      Precedent to Effectiveness.
      The
      amendments 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 Amendment No. 1 executed by each Borrower and the Required
      Lenders.

    


    Section
      5. Confirmation
      of Security Documents.
      The
      Company, by its execution and delivery of this Amendment No. 1, 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 as amended hereby.

    


    Section
      6. Miscellaneous.
      Except
      as herein provided, the Credit Agreement shall remain unchanged and in full
      force and effect. This Amendment No. 1 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 Amendment No. 1 by
      signing any such counterpart. This Amendment No. 1 shall be governed by, and
      construed in accordance with, the law of the State of New York.

    


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    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
      duly
      executed and delivered as of the day and year first above written.

    


    
      	 	
              GRIFFON
                CORPORATION

            
	 	 	 
	 	
              By:
                

            	
              /s/
                Patrick L. Alesia

            
	 	 	
              Name:
                Patrick L. Alesia

            
	 	 	
              Title:
                VP, CFO, Treasurer and Secretary

            
	 	 	 
	 	 	 
	 	
              TELEPHONICS
                CORPORATION

            
	 	 	 
	 	
              By:

            	
               /s/
                Donald C. Pastor

            
	 	 	
              Name:
                Donald C. Pastor

            
	 	 	
              Title:
                Executive VP - Operations and CFO

            


    

    


    


    



    
      
         

      

      
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              LENDERS

            
	 	 	 
	 	
              JPMORGAN
                CHASE BANK, N.A.,

            
	 	
              individually
                and as Administrative Agent

            
	 	 	 
	 	
              By:

            	
               /s/
                Helene P. Sprung

            
	 	 	
              Name:
                Helene P. Sprung

            
	 	 	
              Title:
                Senior Vice President

            
	 	 	 
	 	
              BANK
                OF AMERICA, N.A.

            
	 	 	 
	 	
              By:

            	
               /s/
                Steven J. Melicharek

            
	 	 	
              Name:
                Steven J. Melicharek

            
	 	 	
              Title:
                Senior Vice President/Senior Credit

            
	 	 	
              Products
                Officer

            
	 	 	 
	 	
              HSBC
                BANK USA, NATIONAL ASSOCIATION

            
	 	 	 
	 	
              By:
                

            	
              /s/
                Christopher J. Mendelsohn

            
	 	 	
              Name:
                Christopher J. Mendelsohn

            
	 	 	
              Title:
                First Vice President

            
	 	 	 
	 	
              U.S.
                BANK NATIONAL ASSOCIATION

            
	 	 	 
	 	
              By:

            	
               /s/
                Patrick McGraw

            
	 	 	
              Name:
                Patrick McGraw

            
	 	 	
              Title:
                Vice President

            
	 	 	 
	 	
              MANUFACTURERS
                AND TRADERS TRUST COMPANY

            
	 	 	 
	 	 	 
	 	
              By:
                

            	
              /s/
                Brian Stone

            
	 	 	
              Name:
                Brian Stone

            
	 	 	
              Title:
                Administrative Vice President 

            
	 	 	 
	 	
              NORTH
                FORK BANK

            
	 	
              A
                DIVISION OF CAPITAL ONE, N.A.

            
	 	 	 
	 	
              By:

            	
               /s/
                Enrico Panno

            
	 	 	
              Name:
                Enrico Panno

            
	 	 	
              Title:
                Vice President 

            


    

    


    


    
      
         

      

      
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