Unassociated Document


    

      Execution
        Copy

    

    WAIVER

     

    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 Simpson Thacher & Bartlett 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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      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
	 
 	 
 	 
 
	 	By:  	/s/
              Patrick L. Alesia
	 	
              
Name:
              Patrick L. Alesia
	 	Title:
              Chief Financial Officer


    

     

    
      	 	 	 
	 	TELEPHONICS
              CORPORATION 
	 
 	 
 	 
 
	 	By:  	/s/ Donald C. Pastor
	 	
              
Name:
              Donald C. Pastor
	 	Title:
              Ex. V.P. Operations & CFO


    


    
      
        Signature
          Page

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    LENDERS

     

    
      
        	 	 	 
	 	
                JPMORGAN
                  CHASE BANK, N.A., 

                individually
                  and as Administrative Agent 

              
	 
 	 
 	 
 
	 	By:  	/s/ Tara Lynn Moore
	 	
                
Name:
                Tara Lynn Moore
	 	Title:
                Vice President


      

       

      
        	 	 	 
	 	BANK
                OF AMERICA,
                N.A.
	 
 	 
 	 
 
	 	By:  	/s/ Steven J. Melicharek
	 	
                
Name:
                Steven J. Melicharek
	 	Title:Senior
                Vice
                President


      

       

      
        	 	 	 
	 	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


      

    


    
      
        Signature
          Page

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              CAPITAL
                ONE, N.A.

              Successor by merger to North Fork
                Bank

            
	 
 	 
 	 
 
	 	By:  	/s/ Enrico Panno
	 	
              
                

              

              Name: Enrico Panno

              Title:  Vice
                President

            


    

     

    
      
        Signature
          Page