SEC Info - Griffon Corp - ‘10-K’ for 9/30/18

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Griffon Corp – ‘10-K’ for 9/30/18 – ‘EX-10.34’

On: Friday, 11/16/18, at 8:10pm ET · As of: 11/19/18 · For: 9/30/18 · Accession #: 50725-18-75 · File #: 1-06620

  As Of               Filer                 Filing    For·On·As Docs:Size

11/19/18  Griffon Corp                      10-K        9/30/18  123:22M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.61M 
 2: EX-10.34    Material Contract                                   HTML     60K 
 3: EX-21       Subsidiaries List                                   HTML     41K 
 4: EX-23       Consent of Experts or Counsel                       HTML     36K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     43K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     43K 
 7: EX-32       Certification -- §906 - SOA'02                      HTML     39K 
14: R1          Document And Entity Information                     HTML     69K 
15: R2          Consolidated Balance Sheets                         HTML    148K 
16: R3          Consolidated Balance Sheets (Parentheticals)        HTML     57K 
17: R4          Consolidated Statements of Operations and           HTML    153K 
                Comprehensive Income (Loss)                                      
18: R5          Consolidated Statements of Cash Flows               HTML    155K 
19: R6          Consolidated Statements of Shareholders' Equity     HTML    128K 
20: R7          Description of Business and Summary of Significant  HTML    149K 
                Accounting Policies                                              
21: R8          Acquisitions                                        HTML    100K 
22: R9          Inventories                                         HTML     45K 
23: R10         Property, Plant and Equipment                       HTML     48K 
24: R11         Goodwill and Other Intangibles                      HTML     85K 
25: R12         Discontinued Operations                             HTML    109K 
26: R13         Accrued Liabilities                                 HTML     53K 
27: R14         Warranty Liability                                  HTML     49K 
28: R15         Notes Payable, Capitalized Leases and Long-Term     HTML    310K 
                Debt                                                             
29: R16         Employee Benefit Plans                              HTML    265K 
30: R17         Income Taxes                                        HTML    171K 
31: R18         Stockholders' Equity and Equity Compensation        HTML     79K 
32: R19         Commitments and Contingent Liabilities              HTML     54K 
33: R20         Earnings Per Share                                  HTML     49K 
34: R21         Related Parties                                     HTML     41K 
35: R22         Quarterly Financial Information (Unaudited)         HTML     87K 
36: R23         Reportable Segments                                 HTML    202K 
37: R24         Other Income (Expense)                              HTML     39K 
38: R25         Other Comprehensive Income (Loss)                   HTML    100K 
39: R26         Consolidating Guarantor and Non-Guarantor           HTML    763K 
                Financial Information                                            
40: R27         Subsequent Events                                   HTML     38K 
41: R28         Schedule Ii Valuation and Qualifying Accounts       HTML    145K 
42: R29         Description of Business and Summary of Significant  HTML    187K 
                Accounting Policies (Policies)                                   
43: R30         Acquisitions (Tables)                               HTML     89K 
44: R31         Inventories (Tables)                                HTML     46K 
45: R32         Property, Plant and Equipment (Tables)              HTML     48K 
46: R33         Goodwill and Other Intangibles (Tables)             HTML     84K 
47: R34         Discontinued Operations (Tables)                    HTML    144K 
48: R35         Accrued Liabilities (Tables)                        HTML     52K 
49: R36         Warranty Liability (Tables)                         HTML     47K 
50: R37         Notes Payable, Capitalized Leases and Long-Term     HTML    169K 
                Debt (Tables)                                                    
51: R38         Employee Benefit Plans (Tables)                     HTML    257K 
52: R39         Income Taxes (Tables)                               HTML    162K 
53: R40         Stockholders' Equity and Equity Compensation        HTML     59K 
                (Tables)                                                         
54: R41         Earnings Per Share Earnings Per Share (Tables)      HTML     49K 
55: R42         Quarterly Financial Information (Unaudited)         HTML     83K 
                (Tables)                                                         
56: R43         Reportable Segments (Tables)                        HTML    200K 
57: R44         Other Comprehensive Income (Loss) (Tables)          HTML    103K 
58: R45         Consolidating Guarantor and Non-Guarantor           HTML    761K 
                Financial Information (Tables)                                   
59: R46         Description of Business and Summary of Significant  HTML    241K 
                Accounting Policies (Details)                                    
60: R47         Acquisitions (Details)                              HTML    197K 
61: R48         Acquisitions (Details) - Acquisition of             HTML     75K 
                CornellCookson, Schedule of Assets Acquired and                  
                Liabilities Assumed (Details)                                    
62: R49         Acquisitions (Details) - Schedule of Intangible     HTML     51K 
                Assets Acquired in Cornell Cookson Acquisition                   
                (Details)                                                        
63: R50         Acquisitions (Details) - Pro Forma                  HTML     40K 
64: R51         Acquisitions (Details) - Summary of Fair Values of  HTML     73K 
                Assets Acquired                                                  
65: R52         Acquisitions (Details) - Summary of Goodwill and    HTML     51K 
                Intangible Asset Classifications                                 
66: R53         INVENTORIES (Details) - Summary of Inventories      HTML     45K 
                stated at lower cost                                             
67: R54         PROPERTY, PLANT AND EQUIPMENT (Details) - Summary   HTML     52K 
                of property plant and equipment                                  
68: R55         GOODWILL AND OTHER INTANGIBLES (Details) - Summary  HTML     49K 
                of changes in carrying value of goodwill                         
69: R56         GOODWILL AND OTHER INTANGIBLES (Details) - Summary  HTML     52K 
                of gross carrying value and accumulated                          
                amortization of intangible assets                                
70: R57         Goodwill and Other Intangibles (Details)            HTML     54K 
71: R58         Discontinued Operations (Details)                   HTML     57K 
72: R59         Discontinued Operations - Income Statement          HTML     73K 
                Information (Details)                                            
73: R60         DISCONTINUED OPERATIONS - Balance Sheets            HTML     95K 
                Information (Details)                                            
74: R61         DISCONTINUED OPERATIONS (Details) - Summary of      HTML     61K 
                discontinued operations                                          
75: R62         ACCRUED LIABILITIES (Details) - Schedule of         HTML     60K 
                accrued liabilities                                              
76: R63         Warranty Liability (Details)                        HTML     45K 
77: R64         Warranty Liability (Details) - Summary of changes   HTML     46K 
                in warrant liability included in Accrued                         
                liabilities                                                      
78: R65         NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM     HTML     48K 
                DEBT (Details) - Summary of net minimum payments                 
                on capitalized leases                                            
79: R66         Notes Payable, Capitalized Leases and Long-Term     HTML    654K 
                Debt (Details)                                                   
80: R67         Notes Payable, Capitalized Leases and Long-Term     HTML    175K 
                Debt (Details) - Summary of Long-Term Debt                       
81: R68         Notes Payable, Capitalized Leases and Long-Term     HTML    107K 
                Debt (Details) - Summary of Interest Expense                     
                Incurred                                                         
82: R69         Employee Benefit Plans (Details)                    HTML     91K 
83: R70         Employee Benefit Plans (Details) - Schedule of net  HTML     61K 
                periodic costs                                                   
84: R71         Employee Benefit Plans (Details) -                  HTML     45K 
                Weighted-average assumptions used in determining                 
                the net periodic benefit costs                                   
85: R72         Employee Benefit Plans (Details) - Plan assets and  HTML    121K 
                benefit obligation of the defined benefit plans                  
86: R73         Employee Benefit Plans (Details) - Schedule of      HTML     42K 
                weighted average assumptions used in determining                 
                benefit obligations                                              
87: R74         Employee Benefit Plans (Details) - Actual and       HTML     51K 
                weighted-average assets allocation for qualified                 
                benefit plans                                                    
88: R75         Employee Benefit Plans (Details) - Estimated        HTML     54K 
                future benefit payments to retirees                              
89: R76         Employee Benefit Plans (Details) - Pension and      HTML     77K 
                post-retirement plan assets by asset category                    
90: R77         Employee Benefit Plans (Details) - ESOP Shares      HTML     42K 
91: R78         INCOME TAXES (Details) - Components of Income       HTML     45K 
                before taxes and discontinued operations                         
92: R79         INCOME TAXES (Details) - Provision (benefit) for    HTML     54K 
                income taxes on income from continuing operations                
93: R80         Income Taxes (Details)                              HTML     71K 
94: R81         Income Taxes (Details) - Schedule of effective      HTML     80K 
                income tax rate reconciliation                                   
95: R82         Income Taxes (Details) - Schedule of deferred tax   HTML     95K 
                assets and liabilities                                           
96: R83         Income Taxes (Details) - Components of net          HTML     51K 
                deferred tax asset (liability), by balance sheet                 
                account                                                          
97: R84         Income Taxes (Details) - Schedule of unrecognized   HTML     51K 
                tax benefits                                                     
98: R85         Stockholders' Equity and Equity Compensation        HTML    294K 
                (Details)                                                        
99: R86         Stockholders' Equity and Equity Compensation        HTML     43K 
                (Details) - Summary of stock-based compensation                  
                expense (Details)                                                
100: R87         Stockholders' Equity and Equity Compensation        HTML     61K  
                (Details) - Summary of restricted stock activity                 
101: R88         Commitments and Contingent Liabilities (Details)    HTML     72K  
102: R89         EARNINGS PER SHARE EARNINGS PER SHARE (Details) -   HTML     52K  
                Basic and diluted EPS from continuing operations                 
103: R90         Related Parties (Details)                           HTML     61K  
104: R91         Quarterly Financial Information (Unaudited)         HTML     48K  
                (Details)                                                        
105: R92         Quarterly Financial Information (UNAUDITED)         HTML     61K  
                (Details) - Schedule of quarterly financial                      
                information                                                      
106: R93         REPORTABLE SEGMENTS (Details) - Schedule of         HTML    121K  
                Summary of Reconciliation of Segment Profit Before               
                Taxes and Operations                                             
107: R94         REPORTABLE SEGMENTS (Details) - Schedule of         HTML     54K  
                summary of segment assets                                        
108: R95         REPORTABLE SEGMENTS (Details) - Schedule of         HTML     68K  
                Segment Information by Geographic Region                         
109: R96         Reportable Segments (Details)                       HTML     49K  
110: R97         Other Income (Expense) (Details)                    HTML     42K  
111: R98         OTHER COMPREHENSIVE INCOME (LOSS) (Details) -       HTML     73K  
                Summary of Other Comprehensive Income                            
112: R99         OTHER COMPREHENSIVE INCOME (LOSS) (Details) -       HTML     46K  
                Accumulated Other Comprehensive Income                           
113: R100        Other Comprehensive Income (Loss) (Details) -       HTML     47K  
                Total Comprehensive Income (Loss)                                
114: R101        Other Comprehensive Income (LOSS) (Details) -       HTML     53K  
                Summary of Amounts Reclassified from Accumulated                 
                Other Comprehensive Income                                       
115: R102        Consolidating Guarantor and Non-Guarantor           HTML     46K  
                Financial Information (Details)                                  
116: R103        Consolidating Guarantor and Non-Guarantor           HTML    185K  
                Financial Information (Details) - Summary of                     
                consolidated balance sheets                                      
117: R104        Consolidating Guarantor and Non-Guarantor           HTML    185K  
                Financial Information (Details) - Summary of                     
                consolidated statement of operations and                         
                comprehensive income                                             
118: R105        Consolidating Guarantor and Non-Guarantor           HTML    166K  
                Financial Information (Details) - Summary of                     
                consolidated cash flows                                          
119: R106        Subsequent Events (Details)                         HTML     38K  
120: R107        SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS       HTML     62K  
                (Details) - Schedule of Valuation and Qualifying                 
                Accounts                                                         
122: XML         IDEA XML File -- Filing Summary                      XML    242K  
121: EXCEL       IDEA Workbook of Financial Reports                  XLSX    194K  
13: EX-101.INS  XBRL Instance -- gff-20180930                        XML   7.53M 
11: EX-101.CAL  XBRL Calculations -- gff-20180930_cal                XML    466K 
 9: EX-101.DEF  XBRL Definitions -- gff-20180930_def                 XML   1.47M 
12: EX-101.LAB  XBRL Labels -- gff-20180930_lab                      XML   3.23M 
 8: EX-101.PRE  XBRL Presentations -- gff-20180930_pre               XML   2.04M 
10: EX-101.SCH  XBRL Schema -- gff-20180930                          XSD    347K 
123: ZIP         XBRL Zipped Folder -- 0000050725-18-000075-xbrl      Zip    567K

‘EX-10.34’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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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.

[remainder of page intentionally left blank]

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