Item 1.01 Entry into a Material Definitive Agreement.
As disclosed in a Current Report on Form 8-K filed on Wednesday, February 12,
2014, we previously reached an agreement in principle to amend our revolving
credit facility to, among other things, (i) extend the maturity date of the
facility by one year, to March 28, 2019, (ii) increase the maximum permitted
consolidated leverage ratio, (iii) increase the maximum permitted consolidated
senior secured leverage ratio, (iv) reduce the minimum permitted consolidated
interest coverage ratio, and (v) increase certain baskets for permitted debt,
guaranties, liens, asset sales, foreign acquisitions, investments and restricted
payments under the negative covenants contained in the revolving credit
facility. A definitive agreement with respect to the amendment has been executed
as of today, February 14, 2014. Attached as Exhibit 99.1 is a copy of the
amendment, the terms of which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
Number Exhibit Title
99.1 Fourth Amendment to Amended and Restated Credit Agreement, dated as
of February 14, 2014, to that certain Amended and Restated Credit
Agreement, dated as of March 28, 2013 among Griffon Corporation,
JPMorgan Chase Bank, N.A., as administrative agent, Deutsche Bank
Securities Inc., as syndication agent, Wells Fargo Bank, National
Association, HSBC Bank USA, N.A and RBS Citizens, N.A., as
co-documentation agents, and the other lenders party thereto.