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Ames True Temper, Inc. Sample Contracts

EXECUTION VERSION AMES TRUE TEMPER, INC., AS ISSUER ATT HOLDING CO., AS PARENT GUARANTOR 10% SENIOR SUBORDINATED NOTES DUE 2012
Indenture � August 10th, 2004 � Ames True Temper, Inc. � New York
ARTICLE I THE MERGER ----------
Merger Agreement � April 7th, 2006 � Ames True Temper, Inc. � Lawn & garden tractors & home lawn & gardens equip � New York
INDENTURE
Indenture � January 18th, 2005 � Ames True Temper, Inc. � Lawn & garden tractors & home lawn & gardens equip � New York
by and among
Registration Rights Agreement � January 18th, 2005 � Ames True Temper, Inc. � Lawn & garden tractors & home lawn & gardens equip � New York
BY AND AMONG
Stock Purchase Agreement � October 7th, 2004 � Ames True Temper, Inc. � Lawn & garden tractors & home lawn & gardens equip � New York
RECITALS
Severance Agreement � May 16th, 2006 � Ames True Temper, Inc. � Lawn & garden tractors & home lawn & gardens equip � Pennsylvania
among
Credit Agreement � October 7th, 2004 � Ames True Temper, Inc. � Lawn & garden tractors & home lawn & gardens equip � New York
among AMES TRUE TEMPER, INC., ACORN PRODUCTS, INC., UNIONTOOLS, INC. and AMES TRUE TEMPER PROPERTIES, INC. as Borrowers,
Credit Agreement � April 14th, 2006 � Ames True Temper, Inc. � Lawn & garden tractors & home lawn & gardens equip � New York
EMPLOYMENT AGREEMENT
Employment Agreement � May 13th, 2008 � Ames True Temper, Inc. � Lawn & garden tractors & home lawn & gardens equip � Pennsylvania

This EMPLOYMENT AGREEMENT (this “Employment Agreement�) is effective as of the 21st day of April, 2008 by and between Ames True Temper, Inc., a Delaware corporation (the “Company�), and Lawrence D. Baab (the “Executive�).

SUPPLEMENTAL INDENTURE
Supplemental Indenture � December 28th, 2007 � Ames True Temper, Inc. � Lawn & garden tractors & home lawn & gardens equip � New York

Supplemental Indenture (this “SUPPLEMENTAL INDENTURE�), dated as of December 17, 2007, among AMES U.S. HOLDING CORP., a Delaware corporation, AMES HOLDINGS, INC., a Delaware corporation, and AMES TRUE TEMPER PROPERTIES, INC., a Michigan corporation (each, a “GUARANTEEING SUBSIDIARY,� and collectively, the “GUARANTEEING SUBSIDIARIES�), each a direct or indirect subsidiary of AMES TRUE TEMPER, INC., a Delaware corporation (the “COMPANY�), the Company, ATT HOLDING CO. (the “PARENT GUARANTOR�) and The Bank of New York, a New York banking corporation, as trustee under the Indenture referred to below (the “TRUSTEE�).

From
Subsidiary Guaranty � October 7th, 2004 � Ames True Temper, Inc. � Lawn & garden tractors & home lawn & gardens equip � New York
EMPLOYMENT AGREEMENT
Employment Agreement � May 14th, 2010 � Ames True Temper, Inc. � Lawn & garden tractors & home lawn & gardens equip � Pennsylvania

This EMPLOYMENT AGREEMENT (this “Employment Agreement�) is effective as of May 11, 2010 by and between Ames True Temper, Inc., a Delaware corporation (the “Company�), and Daniel Yurovich (the “Executive�).

EMPLOYMENT AGREEMENT
Employment Agreement � December 22nd, 2006 � Ames True Temper, Inc. � Lawn & garden tractors & home lawn & gardens equip � Pennsylvania

This EMPLOYMENT AGREEMENT (this ‘‘Employment Agreement’�) is effective as of the 7th day of April, 2006 by and among Acorn Products, Inc., a Delaware corporation (‘‘Acorn’�), UnionTools, Inc. a Delaware corporation and wholly owned subsidiary of Acorn (‘‘UnionTools,’� and together with Acorn, the ‘‘Company’�), and John G. Jacob (the ‘‘Executive’� and together with the Company, Acorn, and UnionTools, the ‘‘Parties’�).

STOCK PURCHASE AGREEMENT among CHATT HOLDINGS LLC, CHATT HOLDINGS INC., CLOPAY ACQUISITION CORP. and GRIFFON CORPORATION (Solely for purposes of Section 7.09) July 19, 2010
Stock Purchase Agreement � July 20th, 2010 � Ames True Temper, Inc. � Lawn & garden tractors & home lawn & gardens equip � New York

THIS AGREEMENT (“Agreement�) is made as of July 19, 2010, by and among (i) Clopay Acquisition Corp., a Delaware corporation (the “Buyer�), (ii) CHATT Holdings LLC, a Delaware limited liability company (the “Seller�), (iii) and CHATT Holdings Inc., a Delaware corporation (the “Company� and, together with the Buyer and the Seller, the “Parties�) and (iv) solely for purposes of Section 7.09 hereof, Griffon Corporation, a Delaware Corporation (“Griffon�).

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement � December 22nd, 2008 � Ames True Temper, Inc. � Lawn & garden tractors & home lawn & gardens equip

THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement�) made as of September 18, 2008 by and among Ames True Temper, Inc. (the “Company�), Richard C. Dell (“Executive�), and, solely for the purpose of Section 5 of this Agreement, CHATT Holdings, LLC (“CHATT LLC�).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement � February 6th, 2009 � Ames True Temper, Inc. � Lawn & garden tractors & home lawn & gardens equip

This Amendment to Employment Agreement (the “Amendment�) is made as of February 4, 2009, and is effective as of September 29, 2008, between Ames True Temper, Inc. (the “Company�) and Duane R. Greenly (the “Executive�).