On June 26, 2023, Griffon Corporation entered into a second amendment (the ?Amendment?) to its fifth amended and restated credit agreement (as amended, the ?Credit Agreement?), by and among Bank of America, N.A., as administrative agent, and the other lenders party to the Credit Agreement. The Amendment: Refinances and replaces the existing senior secured term loans outstanding under the Credit Agreement with new term loans (the ?Term Loan B?) on substantially identical terms, except as otherwise set out below. Reduces the Term Loan B interest rate spread above the Secured Overnight Financing Rate (?SOFR?) or Alternate Base Rate for each tier of the secured net pricing grid, by 25 basis points.

Based on the current tier of the pricing grid, this reduces the interest rate spread for SOFR loans from 2.50% to 2.25%. Removes the credit spread adjustment (?CSA?) applicable to the Term Loan B which, prior to the Amendment, could range from 10 to 25 basis points. The CSA was 15 basis points prior to the Amendment.

Provides that if Griffon prepays all or a portion of the Term Loan B within six months after the date of the Amendment, Griffon will be required to pay a premium equal to 1% of the amount prepaid. Reduces the applicable SOFR floor from 50 basis points to 0 basis points. The Credit Agreement also provides for a revolving loan facility, which remains unchanged.