As filed with the Securities and Exchange Commission on June 15, 2012	
Registration No. 333-181279	

 	
SECURITIES AND EXCHANGE COMMISSION	
WASHINGTON, D.C. 20549	

	
 	
AMENDMENT NO. 1
TO
FORM S-4	
REGISTRATION STATEMENT	
UNDER	
THE SECURITIES ACT OF 1933	

	
 	
GRIFFON CORPORATION*	
(Exact name of Registrant as specified in its charter)	

Delaware	3442	11-1893410	
(State or other jurisdiction of
incorporation or
organization	(Primary Standard Industrial
Classification Number)	(I.R.S. Employer
Identification Number)	

	
 	
712 Fifth Avenue, 18th Floor	
New York, New York 10019	
(212) 957-5000	
 	
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)	

	
 	
Seth L. Kaplan
Senior Vice President, General Counsel and Secretary
Griffon Corporation
712 Fifth Avenue, 18 th  Floor
New York, New York 10019
(212) 957-5000	
 	
(Name, address, including zip code, and telephone number, including area code, of agent for service)	

	
 	
Copies to:	
 	
Martin Nussbaum
Derek M. Winokur
William J. Tuttle
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
(212) 698-3500
(212) 698-3599—Facsimile	

	
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

          If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

          If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 	 	 	 	
Large accelerated filer o	Accelerated filer x	Non-accelerated filer o	Smaller reporting company o	
 	 	(Do not check if a smaller reporting company)	 	

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
 	 	
                    Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	o	
                    Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	o	

*	Includes certain subsidiaries of Griffon Corporation identified on the following pages.	
          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 	

	
 	
ADDITIONAL SUBSIDIARY GUARANTOR REGISTRANTS	

EXACT NAME OF ADDITIONAL
REGISTRANT AS
SPECIFIED IN ITS CHARTER	 	STATE OR OTHER
JURISDICTION OF
INCORPORATION	 	IRS EMPLOYEE
IDENTIFICATION NUMBER	

	 	

	 	

	
Clopay Building Products Company, Inc.	 	Delaware	 	11-2808682	
Clopay Plastic Products Company, Inc.	 	Delaware	 	11-2808683	
Telephonics Corporation	 	Delaware	 	52-0897556	
Ames True Temper, Inc.	 	Delaware	 	22-2335400	
ATT Southern, Inc.	 	Delaware	 	45-3367997	

	

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated June 15, 2012

$500,000,000

GRIFFON CORPORATION
 	
Common Stock
Preferred Stock
Depositary Shares
Warrants to purchase common stock, preferred stock, depositary shares, debt securities or units
Rights to purchase common stock, preferred stock, depositary shares, debt securities or units
Debt Securities
Units
Guarantees of Debt Securities	

	
          We may from time to time offer at the time of our acquisition of businesses, assets or securities of other companies, whether by purchase, merger or any other form of business combination, any combination of common stock; preferred stock; depositary shares; warrants to purchase common stock, preferred stock, depositary shares, debt securities or units; rights to purchase common stock, preferred stock, depositary shares, debt securities or units; debt securities and units described in this prospectus in one or more offerings. The aggregate initial offering price of all securities issued under this prospectus will not exceed $500,000,000. We or one or more of our 100% owned subsidiaries may unconditionally guarantee any series of debt securities offered by this prospectus, if so and to the extent identified in the related prospectus supplement.

          This prospectus provides a general description of the securities we may offer. Each time we offer securities, we will provide specific terms of the securities offered in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in any securities. This prospectus may not be used to consummate an offer of securities unless accompanied by the applicable prospectus supplement.

          The amount and type of consideration we will offer and the other specific terms of each acquisition will be determined by negotiations with the owners or the persons who control the businesses, assets or securities we may acquire. We may structure business acquisitions in a variety of ways, including acquiring stock, other equity interests or assets of the acquired businesses, merging the acquired businesses with us or one of our subsidiaries or acquiring the acquired businesses through one of our subsidiaries. We expect that the price of the securities we issue will be related to their market price, either when we tentatively or finally agree to the particular terms of the acquisition, when we issue the securities, when the acquisition is completed or during some other negotiated period. We may issue securities at fixed offering prices, which may be changed, or at other negotiated prices. If necessary, we may be required to provide you further information by means of a post-effective amendment to the registration statement or a supplement to this prospectus once we know the actual information concerning a specific acquisition.

          We will pay all expenses of this offering. We do not expect to pay any underwriting discounts or commissions in connection with issuing these shares, although we may pay finder’s fees in connection with certain acquisitions and, in some cases, we may issue securities under this prospectus in full or partial payment of such fees. Any person receiving a finder’s fee may be deemed an underwriter within the meaning of the Securities Act of 1933, as amended.

          We may also permit individuals or entities who have received or will receive our securities in connection with the business combinations described above to use this prospectus to cover resales of those securities. See “Reselling Securities” for information relating to resales of our securities pursuant to this prospectus.

          Our common stock is traded on the New York Stock Exchange, or NYSE, under the symbol “GFF.” On June 14, 2012, the closing price of our common stock was $7.96.
 	
          Investing in our securities involves risks. See “Risk Factors” on page 3 of this prospectus and in the applicable prospectus supplement.	

	
 	
          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.	

	
 	
The date of this prospectus is                    , 2012.	

TABLE OF CONTENTS
 	 	 	
 	 	Page	

	
 	 	 	
ABOUT THIS PROSPECTUS	 	i	
GRIFFON CORPORATION	 	1	
RISK FACTORS	 	3	
SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS	 	3	
RATIO OF EARNINGS TO FIXED CHARGES	 	4	
USE OF PROCEEDS	 	4	
DESCRIPTION OF COMMON STOCK	 	5	
DESCRIPTION OF PREFERRED STOCK	 	7	
DESCRIPTION OF DEPOSITARY SHARES	 	9	
DESCRIPTION OF WARRANTS	 	10	
DESCRIPTION OF RIGHTS	 	12	
DESCRIPTION OF DEBT SECURITIES	 	14	
DESCRIPTION OF UNITS	 	23	
BOOK-ENTRY ISSUANCE	 	24	
RESELLING SECURITIES	 	26	
PLAN OF DISTRIBUTION	 	29	
LEGAL MATTERS	 	30	
EXPERTS	 	30	
INCORPORATION BY REFERENCE	 	30	
WHERE YOU CAN FIND MORE INFORMATION	 	31	
          The prospectus incorporates important business and financial information about the company that is not included in or delivered with the prospectus. You may obtain documents incorporated by reference into this prospectus at no cost by writing or telephoning us at the following address:

Seth L. Kaplan, Senior Vice President, General Counsel and Secretary
Griffon Corporation
712 Fifth Avenue, 18 th  Floor
New York, New York 10019
(212) 957-5000

          To obtain timely delivery, you must request information no later than five business days before the date you must make your investment decision.

ABOUT THIS PROSPECTUS

          This prospectus is a part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process. Under this shelf registration process, we may offer any combination of the securities described in this prospectus up to a total dollar amount of $500,000,000 in connection with the acquisition of one or more businesses. We may issue these securities in connection with our acquisition of the businesses, assets or securities of other companies, whether by purchase, merger, or any other form of business combination. The amount and type of consideration we will offer and the other specific terms of each acquisition will be determined by negotiations with the owners or the persons who control the businesses, assets or securities we may acquire. We may structure business acquisitions in a variety of ways, including acquiring stock, other equity interests or assets of the acquired businesses, merging the acquired businesses with us or one of our subsidiaries or acquiring the acquired businesses through one of our subsidiaries. We expect that the price of the securities we issue will be related to their market price, either when we tentatively or finally agree to the particular terms of the acquisition, when we issue the securities, when the acquisition is completed or during some other negotiated period. We may issue securities at fixed offering prices, which may be changed, or at other negotiated prices. If necessary, we may be required to provide you further information by means of a post-effective amendment

i

to the registration statement or a supplement to this prospectus once we know the actual information concerning a specific acquisition.

          This prospectus provides you with a general description of the securities we may offer. Each time we issue securities under this shelf registration, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein by reference, together with additional information described under “Where You Can Find More Information.”

          With our consent, persons who have received or will receive securities under this prospectus in connection with acquisitions may use this prospectus to sell such securities at a later date. We refer to these persons in the prospectus as selling security holders. Please see the information described under the heading “Reselling Securities” to find out more information about resales of the securities by the selling security holders.

          You should rely only on the information contained in this prospectus, any prospectus supplement or any free writing prospectus we may authorize to be delivered to you. Neither we nor any selling security holders has provided, and neither we nor any selling security holders has authorized anyone else to provide, you with different or additional information. We are not making an offer of securities in any state or other jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus or in the documents incorporated by reference herein is accurate as of any date other than the date on the front of this prospectus or the filing date of any document incorporated by reference, regardless of its time of delivery, and you should not consider any information in this prospectus or in the documents incorporated by reference herein to be investment, legal or tax advice. We encourage you to consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding an investment in our securities.

          As used in this prospectus, “Griffon,” “we,” “our” and “us” refer to Griffon Corporation and its subsidiaries, unless stated otherwise or the context requires otherwise.

ii

GRIFFON CORPORATION

          Griffon Corporation is a diversified management and holding company that conducts business through wholly-owned subsidiaries. Griffon oversees the operations of its subsidiaries, allocates resources among them and manages their capital structures. Griffon provides direction and assistance to its subsidiaries in connection with acquisition and growth opportunities as well as in connection with divestitures. Griffon, to further diversify, also seeks out, evaluates and, when appropriate, will acquire additional businesses that offer potentially attractive returns on capital.

          Headquartered in New York, New York, the Company was founded in 1959 and is incorporated in Delaware. Griffon is listed on the New York Stock Exchange and trades under the symbol “GFF.”

          Griffon currently conducts its operations through three businesses: Home & Building Products (“HBP”), Telephonics Corporation (“Telephonics”) and Clopay Plastic Products Company (“Plastics”).
 	 	 	
•	HBP consists of two companies, Ames True Temper, Inc. (“ATT”) and Clopay Building Products (“CBP”):	
 	 	 	
 	o	ATT is a global provider of non-powered landscaping products that make work easier for homeowners and professionals.	
 	 	 	
 	o	CBP is a leading manufacturer and marketer of residential, commercial and industrial garage doors to professional installing dealers and major home center retail chains.	
 	 	 	
•	Telephonics designs, develops and manufactures high-technology integrated information, communication and sensor system solutions to military and commercial markets worldwide.	
 	 	 	
•	Plastics is an international leader in the development and production of embossed, laminated and printed specialty plastic films used in a variety of hygienic, health-care and industrial applications.	
Home & Building Products

Ames True Temper

          ATT is the leading United States (“U.S.”) and a global provider of non-powered landscaping products that make work easier for homeowners and professionals. ATT’s brand portfolio includes Ames®, True Temper®, Ames True Temper®, Garant®, Hound Doc®, Westmix™, Southern Patio and Dynamic Design®, as well as contractor-oriented brands, including UnionTools®, Razor-Back® Professional Tools and Jackson® Professional Tools. ATT’s product portfolio is anchored by three core product categories: long handle tools, wheelbarrows and snow tools. ATT’s other primary product lines include planters and lawn accessories, striking tools, pruning and garden hose and storage.

Clopay Building Products

          CBP is the largest manufacturer and marketer of residential garage doors and among the largest manufacturers of commercial sectional doors in the U.S., and recently introduced a complete line of entry door systems uniquely designed to complement its popular residential garage door styles. CBP products are sold under the Clopay®, America’s Favorite Garage Doors®, Holmes Garage Door Company® and IDEAL Door® brand names through an extensive distribution network throughout the United States. The majority of CBP’s sales are for home remodeling and renovation, with the balance for new residential housing and commercial building markets.

Telephonics Corporation

          Telephonics specializes in advanced electronic information and communication systems for defense, aerospace, civil, industrial, and commercial applications for the U.S. and international markets. Telephonics designs, manufactures, sells and provides logistical support for aircraft communication systems, radar, air traffic management, identification friend or foe equipment, Integrated Homeland Security Systems and custom, mixed-

1

signal, application specific integrated circuits. Telephonics is also a provider of advanced systems engineering services supporting air and missile defense programs, as well as other threat and situations analysis requirements. Telephonics is a leading supplier of airborne maritime surveillance radar and aircraft intercommunication management systems, the segment’s two largest product lines. In addition to the traditional defense products used predominantly by the U.S. Government and its agencies, Telephonics has adapted its core technologies to products used in international markets in an effort to further increase its presence in both non-defense government and commercial markets.

Clopay Plastic Products

          Plastics produces and develops specialty plastic films and laminates for a variety of hygienic, health care and industrial uses in the U.S. and certain international markets. Plastics’ products include thin gauge embossed and printed films, elastomeric films, laminates of film and non-woven fabrics, and perforated films and non-wovens. These products are used as moisture barriers in disposable infant diapers, adult incontinence products and feminine hygiene products, as protective barriers in single-use surgical and industrial gowns, drapes and equipment covers, as fluid transfer/distribution layers in absorbent products, as components to enhance comfort and fit in infant diaper and adult incontinence products and as packaging for hygienic products, house wrap and other products.

          Our principal executive offices are located at 712 Fifth Avenue, 18th Floor, New York, New York 10019, and our telephone number is (212) 957-5000.

2

RISK FACTORS

          Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus and under similar headings in the documents incorporated by reference into this prospectus. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations.

SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS

          This prospectus contains, and any prospectus supplement may contain, certain “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income, earnings, cash flows, revenue, change in operations, operating improvements, industries in which Griffon operates and the U.S. and global economies. Statements in this prospectus and any prospectus supplement that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” “should,” “would,” “could,” “hope, “forecast,” “management is of the opinion,” “may,” “will,” “estimates,” “intends,” “explores,” “opportunities,” the negative use of these expressions, use of the future tense and similar words or phrases. Such forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed in any forward-looking statements. These risks and uncertainties include, among others:
 	 	 	
 	•	current economic conditions and uncertainties in the housing, credit and capital markets;	
 	 	 	
 	•	Griffon’s ability to achieve expected savings from cost control, integration and disposal initiatives;	
 	 	 	
 	•	the ability to identify and successfully consummate and integrate value-adding acquisition opportunities	
 	 	 	
 	•	increasing competition and pricing pressures in the markets served by Griffon’s operating companies;	
 	 	 	
 	•	the ability of Griffon’s operating companies to expand into new geographic and product markets and to anticipate and meet customer demands for new products and product enhancements and innovations;	
 	 	 	
 	•	reduced military spending by the government on projects for which Telephonics supplies products;	
 	 	 	
 	•	increases in the cost of raw materials such as resin and steel;	
 	 	 	
 	•	changes in customer demand;	
 	 	 	
 	•	the potential impact of seasonal variations and uncertain weather patterns on certain of Griffon’s businesses;	
 	 	 	
 	•	political events that could impact the worldwide economy;	
 	 	 	
 	•	a downgrade in Griffon’s credit ratings;	
 	 	 	
 	•	changes in international economic conditions including interest rate and currency exchange fluctuations;	
3

 	 	 	
 	•	the reliance by certain of Griffon’s businesses on particular third party suppliers and manufacturers to meet customer demands;	
 	 	 	
 	•	the relative mix of products and services offered by Griffon’s businesses, which impacts margins and operating efficiencies;	
 	 	 	
 	•	short-term capacity constraints or prolonged excess capacity;	
 	 	 	
 	•	unforeseen developments in contingencies, such as litigation;	
 	 	 	
 	•	unfavorable results of government agency contract audits of Telephonics;	
 	 	 	
 	•	Griffon’s ability to adequately protect and maintain the validity of patent and other intellectual property rights;	
 	 	 	
 	•	the cyclical nature of the businesses of certain of Griffon’s operating companies; and	
 	 	 	
 	•	possible terrorist threats and actions and their impact on the global economy.	
          Readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date made. Griffon undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

RATIO OF EARNINGS TO FIXED CHARGES

          The following table sets forth our ratio of earnings to fixed charges for the last five fiscal years and the six months ended March 31, 2012. We have not included a ratio of earnings to combined fixed charges and preferred stock dividends because we had no preferred stock outstanding.
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	Six months
ended
March 31,	 	 	
 	 	 	 	 	 	 	 	
 	 	Year ended September 30,	 	 	 	 	 	 	

	 	 	 	 	 	 	
 	 	2007	 	2008	 	2009	 	2010	 	2011	 	2012	 	 	 	 	

	 	

	 	

	 	

	 	

	 	

	 	 	 	 	
Ratio of earnings to fixed charges	 	 	2.2x	 	 	1.0x	 	 	1.9x	 	 	1.5x	 	 	0.8x	 	 	1.3x	 	 	 	 	
USE OF PROCEEDS

          Unless otherwise provided in the applicable prospectus supplement, we do not expect to receive proceeds from the offering of any securities pursuant to this prospectus other than the businesses, assets or securities acquired in a business combination transaction. When this prospectus is used by a selling security holder in a public reoffering or resale of securities acquired pursuant to this prospectus, we will usually not receive any proceeds from such sale by the selling security holder.

4

DESCRIPTION OF COMMON STOCK

          We have authority to issue 85,000,000 shares of common stock, par value $0.25 per share. As of March 31, 2012, we had approximately 61,820,463 shares of common stock issued and outstanding and 6,166,535 shares of common stock reserved for issuance. The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.

General

          Holders of shares of our common stock are entitled to one vote for each share held of record on all matters on which stockholders are generally entitled to vote. The vote of the holders of a majority of the stock represented at a meeting at which a quorum is present is generally required to take stockholder action, unless a greater vote is required by law. Directors are elected by a plurality of the votes cast at any election and there is no cumulative voting of shares.

          Holders of shares of our common stock have no preemptive rights. Subject to the applicable laws and the rights of the holders of preferred stock, holders of shares of common stock are entitled to such dividends as may be declared by our board of directors. The common stock is not entitled to any sinking fund, redemption or conversion provisions. Upon our dissolution, liquidation or winding up, the holders of shares of our common stock are entitled to share ratably in our net assets remaining after the payment of all creditors and liquidation preferences of preferred stock. The outstanding shares of common stock are duly authorized, validly issued, fully paid and nonassessable.

Anti-Takeover Considerations

          Our restated certificate of incorporation and amended by-laws contain a number of provisions that may have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring us.

Classified Board of Directors

          Our restated certificate of incorporation and amended by-laws divide our board of directors into three classes, as nearly equal in size as possible, with staggered three year terms, and provide that:
 	 	 	
 	•	directors may be removed only for cause by the affirmative vote of the holders of a majority of the outstanding shares of capital stock entitled to vote; and	
 	 	 	
 	•	any vacancy on our board of directors may only be filled by vote of a majority of the directors then in office.	
Stockholder Action, Special Meeting of Stockholders

          Our restated certificate of incorporation and amended by-laws eliminate the ability of our stockholders to act by written consent. Our restated certificate of incorporation and amended by-laws further provide that special meetings of our stockholders may be called only at the written request of stockholders owning at least 66 2/3% of the entire voting power of our capital stock.

Advance Notice Requirements for Stockholder Proposals and Directors Nominations

          Our amended by-laws provide that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual meeting of stockholders, must provide timely notice in writing. To be timely, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting. However, in the event that the annual meeting is called for a date that is not

5

within 25 days before or after such anniversary date, notice by the stockholder in order to be timely must be received not later than the close of business on the tenth day following the date on which notice of the date of the annual meeting was mailed to stockholders or made public, whichever first occurs. Our amended by-laws also specify requirements as to the form and content of a stockholder’s notice. These provisions may preclude stockholders from bringing matters before an annual meeting of stockholders or from making nominations for directors at an annual meeting of stockholders.

Business Combinations and Limitations in our Certificate of Incorporation

          Our restated certificate of incorporation provides that in the event that it is proposed that we enter into a merger or consolidation with any other corporation and such other corporation or its affiliates singly or in the aggregate own or control, directly or indirectly, 5% or more of the outstanding voting power of our capital stock, or that we sell substantially all of our assets or business to such other corporation, the affirmative vote of the holders of 50% or more of the total voting power of all outstanding shares of our capital stock shall be required for the approval of any such proposal. However, such requirements shall not apply to any such merger, consolidation or sale of assets or business that was approved by resolutions of our board of directors prior to the acquisition of the ownership or control of 5% of our outstanding shares of capital stock by such other corporation or its affiliates, nor shall it apply to any such merger, consolidation or sale of assets or business between us and another corporation, 50% or more of the total voting power of which is owned by us. An “affiliate” is any person (including a corporation, partnership, trust, estate or individual) who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified; “control’ means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

Amendments; Supermajority Vote Requirements

          Our restated certificate of incorporation requires the affirmative vote of 66 2/3% of our voting stock to amend certain provisions of our certificate of incorporation, including those provisions relating to the amendment of the business combination provisions, classified board of directors, action by written consent and the ability of stockholders to call special meetings.

Delaware Anti-Takeover Law

          Section 203 of the Delaware General Corporation Law prohibits certain “business combination” transactions between a Delaware corporation and any “interested stockholder” owning 15% or more of the corporation’s outstanding voting stock for a period of three years after the date on which the stockholder became an interested stockholder, unless:
 	 	 	
 	•	the board of directors approves, prior to the date, either the proposed business combination or the proposed acquisition of stock that resulted in the stockholder becoming an interested stockholder;	
 	 	 	
 	•	upon consummation of the transaction in which the stockholder becomes an interested stockholder, the interested stockholder owned at least 85% of those shares of the voting stock of the corporation that are not held by the directors, officers or certain employee stock plans; or	
 	 	 	
 	•	on or subsequent to the date on which the stockholder became an interested stockholder, the business combination with the interested stockholder is approved by the board of directors and also approved at a stockholder’s meeting by the affirmative vote of the holders of at least two-thirds of the outstanding shares of the corporation’s voting stock other than shares held by the interested stockholder.	
          Under Delaware law, a “business combination” includes a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder.

          Although a corporation may elect not to be governed by Section 203, we have made no such election.

6

DESCRIPTION OF PREFERRED STOCK

          We have authority to issue 3,000,000 shares of preferred stock, par value $0.25 per share. As of March 31, 2012, we had no shares of preferred stock outstanding.

General

          Under our restated certificate of incorporation, our Board of Directors is authorized generally without stockholder approval to issue shares of preferred stock from time to time, in one or more classes or series. Prior to issuance of shares of each class or series, our Board of Directors is required by Delaware law to adopt resolutions and file a certificate of designation with the Secretary of State of the State of Delaware. The certificate of designation fixes for each class or series the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Any shares of preferred stock will, when issued, be fully paid and nonassessable.

          For any series of preferred stock that we may issue, our Board of Directors will determine and the prospectus supplement relating to such series will describe:
 	 	 	
 	•	the designation and number of shares of such series;	
 	 	 	
 	•	the rate and time at which, and the preferences and conditions under which, any dividends will be paid on shares of such series, as well as whether such dividends are cumulative or non-cumulative and participating or non-participating;	
 	 	 	
 	•	any listing of the preferred stock on any securities exchange;	
 	 	 	
 	•	any provisions relating to convertibility or exchangeability of shares of such series and the computation of the conversion or exchange price;	
 	 	 	
 	•	the rights and preferences, if any, of holders of shares of such series upon our liquidation, dissolution or winding up of our affairs;	
 	 	 	
 	•	the voting powers, if any, of the holders of shares of such series;	
 	 	 	
 	•	any provisions relating to the redemption of shares of such series;	
 	 	 	
 	•	any limitations on our ability to pay dividends or make distributions on, or acquire or redeem, other securities while shares of such series are outstanding;	
 	 	 	
 	•	the procedures for any auction and remarketing, if any, for shares of such series;	
 	 	 	
 	•	the provisions for a sinking fund, if any, for shares of such series;	
 	 	 	
 	•	whether shares of such series will be represented by depositary shares;	
 	 	 	
 	•	any conditions or restrictions on our ability to issue additional shares of such series or other securities while shares of such series are outstanding;	
 	 	 	
 	•	if applicable, a discussion of certain U.S. Federal income tax considerations; and	
 	 	 	
 	•	any other relative power, preferences and participating, optional or special rights of shares of such series, and the qualifications, limitations or restrictions thereof.	
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          Delaware law provides that the holders of preferred stock will have the right to vote separately as a class (or, in some cases, as a series) on an amendment to our restated certificate of incorporation if the amendment would change the par value or, unless the restated certificate of incorporation then in effect provided otherwise, the number of authorized shares of such class or change the powers, preferences or special rights of such class or series so as to adversely affect the class or series, as the case may be. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation.

          Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. In addition, our Board of Directors may authorize the issuance of shares of preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or which holders might believe to be in their best interest.

Ranking

          Unless we specify otherwise in the applicable prospectus supplement, the preferred stock will rank, with respect to dividends and upon our liquidation, dissolution or winding up:
 	 	 	
 	•	senior to all classes or series of our common stock and to all of our equity securities ranking junior to the preferred stock;	
 	 	 	
 	•	on a parity with all of our equity securities the terms of which specifically provide that the equity securities rank on a parity with the preferred stock; and	
 	 	 	
 	•	junior to all of our equity securities the terms of which specifically provide that the equity securities rank senior to the preferred stock.	
          The term “equity securities” does not include convertible debt securities.

Transfer Agent and Registrar

          The transfer agent and registrar for any series or class of preferred stock will be set forth in the applicable prospectus supplement.

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DESCRIPTION OF DEPOSITARY SHARES

          The following is a general description of the terms of the depositary shares we may issue from time to time unless we provide otherwise in the prospectus supplement. Particular terms of any depositary shares we offer will be described in the prospectus supplement relating to such depositary shares.

General

          We may, at our option, elect to offer fractional shares of preferred stock, rather than single shares of preferred stock (to be set forth in the prospectus supplement relating to a particular series of preferred stock). In the event we elect to do so, depositary receipts evidencing depositary shares may be issued.

          The shares of any class or series of preferred stock represented by depositary shares will be deposited under a deposit agreement among us, a depositary selected by us and the holders of the depositary receipts. The depositary will be a bank or trust company having such criteria as we deem necessary or appropriate. Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled, in proportion to the applicable fraction of a share of preferred stock represented by such depositary share, to all the rights and preferences of the shares of preferred stock represented by the depositary share, including dividend, voting, redemption and liquidation rights.

          The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of the related class or series of preferred shares in accordance with the terms of the offering described in the related prospectus supplement.

9

DESCRIPTION OF WARRANTS

          The following is a general description of the terms of the warrants we may issue from time to time unless we provide otherwise in the prospectus supplement. Particular terms of any warrants we offer will be described in the prospectus supplement relating to such warrants.

General Terms

          We may issue warrants to purchase common stock, preferred stock, depositary shares, debt securities or units. Warrants may be issued independently or together with other securities and may be attached or separate from such securities. We will issue each series of warrants under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.

          A prospectus supplement will describe the particular terms of any series of warrants we may issue, including the following:
 	 	 	
 	•	the title and aggregate number of the warrants;	
 	 	 	
 	•	the price or prices at which the warrants will be issued and the currency or currencies in which the price of the warrants may be payable;	
 	 	 	
 	•	if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;	
 	 	 	
 	•	in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant;	
 	 	 	
 	•	in the case of warrants to purchase common stock, preferred stock, depositary shares or units, the number of shares of common stock, shares of preferred stock, depositary shares or units, as the case may be, purchasable upon exercise of one warrant;	
 	 	 	
 	•	the date on which the right to exercise the warrants shall commence and the date on which such right will expire (subject to any extension);	
 	 	 	
 	•	whether the warrants will be issued in registered form or bearer form;	
 	 	 	
 	•	if applicable, the minimum or maximum amount of the warrants which may be exercised at any one time;	
 	 	 	
 	•	if applicable, the date on and after which the warrants and the related securities will be separately transferable;	
 	 	 	
 	•	if applicable, the procedures for adjusting the exercise price and number of shares of common stock, preferred stock or depositary shares purchasable upon the exercise of each warrant upon the occurrence of certain events, including stock splits, reverse stock splits, combinations, subdivisions or reclassifications of common stock, preferred stock or depositary shares;	
 	 	 	
 	•	the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;	
 	 	 	
 	•	the terms of any rights to redeem or call the warrants;	
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 	•	information with respect to book-entry procedures, if any;	
 	 	 	
 	•	the terms of the securities issuable upon exercise of the warrants;	
 	 	 	
 	•	if applicable, a discussion of certain U.S. Federal income tax considerations; and	
 	 	 	
 	•	any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.	
          We and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants.

Exercise of Warrants

          Each warrant will entitle the holder to purchase such common stock, preferred stock, depositary shares or units at the exercise price or such principal amount of debt securities as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the warrants offered thereby. Warrants may be exercised as set forth in the prospectus supplement beginning on the date specified therein and continuing until the close of business on the expiration date set forth in the prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

          Upon receipt of payment and a warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon such exercise. If less than all of the warrants represented by such warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

          Prior to exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including, in the case of warrants to purchase debt securities, the right to receive principal, premium, if any, or interest payments, on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture or, in the case of warrants to purchase common stock, preferred stock or depositary shares, the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to exercise any voting rights.

Governing Law

          The warrants and warrant agreements will be governed by, and construed in accordance with, the laws of the State of New York.

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DESCRIPTION OF RIGHTS

          The following is a general description of the terms of the rights we may issue from time to time unless we provide otherwise in the prospectus supplement. Particular terms of any rights we offer will be described in the prospectus supplement relating to such rights.

General

          We may issue rights to purchase common stock, preferred stock, depositary shares, debt securities or units. Rights may be issued independently or together with other securities and may or may not be transferable by the person purchasing or receiving the rights. In connection with any rights offering to our stockholders, we may enter into a standby underwriting, backstop or other arrangement with one or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights offering. In connection with a rights offering to our stockholders, we would distribute certificates evidencing the rights and a prospectus supplement to our stockholders on or about the record date that we set for receiving rights in such rights offering.

          The applicable prospectus supplement will describe the following terms of any rights we may issue, including the following:
 	 	 	
 	•	the title and aggregate number of the rights;	
 	 	 	
 	•	the subscription price or a formula for the determination of the subscription price for the rights and the currency or currencies in which the subscription price may be payable;	
 	 	 	
 	•	if applicable, the designation and terms of the securities with which the rights are issued and the number of rights issued with each such security or each principal amount of such security;	
 	 	 	
 	•	the number or a formula for the determination of the number of the rights issued to each stockholder;	
 	 	 	
 	•	the extent to which the rights are transferable;	
 	 	 	
 	•	in the case of rights to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one right;	
 	 	 	
 	•	in the case of rights to purchase common stock, preferred stock, depositary shares or units, the number of shares of common stock, shares of preferred stock, depositary shares or units, as the case may be, purchasable upon exercise of one right;	
 	 	 	
 	•	the date on which the right to exercise the rights would commence, and the date on which the rights shall expire (subject to any extension);	
 	 	 	
 	•	if applicable, the minimum or maximum amount of the rights which may be exercised at any one time;	
 	 	 	
 	•	the extent to which such rights include an over-subscription privilege with respect to unsubscribed securities;	
 	 	 	
 	•	if applicable, the procedures for adjusting the exercise price and number of shares of common stock, preferred stock or depositary shares purchasable upon the exercise of each right upon the	
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 	 	occurrence of certain events, including stock splits, reverse stock splits, combinations, subdivisions or reclassifications of common stock, preferred stock or depositary shares;	
 	 	 	
 	•	the effect of any merger, consolidation, sale or other disposition of our business on the rights;	
 	 	 	
 	•	the terms of any rights to redeem or call the rights;	
 	 	 	
 	•	information with respect to book-entry procedures, if any;	
 	 	 	
 	•	the terms of the securities issuable upon exercise of the rights;	
 	 	 	
 	•	if applicable, the material terms of any standby underwriting, backstop or other purchase arrangement that we may enter into in connection with the rights offering;	
 	 	 	
 	•	if applicable, a discussion of certain U.S. Federal income tax considerations; and	
 	 	 	
 	•	any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights.	
Exercise of Rights

          Each right will entitle the holder to purchase such principal amount of securities or shares of stock at the subscription price as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the rights offered thereby. Rights may be exercised as set forth in the prospectus supplement beginning on the date specified therein and continuing until the close of business on the expiration date set forth in the prospectus supplement relating to the rights offered thereby. After the close of business on the expiration date, unexercised rights will become void.

          Upon receipt of payment and a subscription certificate properly completed and duly executed at the corporate trust office of the subscription agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon such exercise. If less than all of the rights represented by such subscription certificate are exercised, a new subscription certificate will be issued for the remaining rights. If we so indicate in the applicable prospectus supplement, holders of the rights may surrender securities as all or part of the exercise price for rights.

          We may determine to offer any unsubscribed offered securities directly to stockholders, persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting, backstop or other arrangements, as set forth in the applicable prospectus supplement.

          Prior to exercising their rights, holders of rights will not have any of the rights of holders of the securities purchasable upon subscription, including, in the case of rights to purchase debt securities, the right to receive principal, premium, if any, or interest payments, on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture or, in the case of rights to purchase common stock, preferred stock or depositary shares, the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to exercise any voting rights.

Governing Law

          The rights and subscription certificates will be governed by, and construed in accordance with, the laws of the State of Delaware.

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DESCRIPTION OF DEBT SECURITIES

          The following is a general description of the terms of debt securities we may issue from time to time unless we provide otherwise in the prospectus supplement. Particular terms of any debt securities we offer will be described in the prospectus supplement relating to such debt securities.

          As required by Federal law for all bonds and notes of companies that are publicly offered, any debt securities we issue will be governed by a document called an “indenture.” An indenture is a contract between us and a financial institution acting as trustee on behalf of the holders of the debt securities, and is subject to and governed by the Trust Indenture Act of 1939, as amended. The trustee has two main roles. First, the trustee can enforce holders’ rights against us if we default. There are some limitations on the extent to which the trustee acts on holders’ behalf, described in the second paragraph under “Description of Debt Securities—Events of Default.” Second, the trustee performs certain administrative duties, such as sending interest and principal payments to holders.

          Because this section is a summary, it does not describe every aspect of any debt securities we may issue or the indenture governing any such debt securities. Particular terms of any debt securities we offer will be described in the prospectus supplement relating to such debt securities, and we urge you to read the applicable indenture, which will be filed with the SEC at the time of any offering of debt securities, because it, and not this description, will define the rights of holders of such debt securities.

          A prospectus supplement will describe the particular terms of any series of debt securities we may issue, including the following:
 	 	 	
 	•	the designation or title of the series of debt securities;	
 	 	 	
 	•	the total principal amount of the series of debt securities, the denominations in which the offered debt securities will be issued and whether the offering may be reopened for additional securities of that series and on what terms;	
 	 	 	
 	•	the percentage of the principal amount at which the series of debt securities will be offered;	
 	 	 	
 	•	the date or dates on which principal will be payable;	
 	 	 	
 	•	the rate or rates (which may be either fixed or variable) and/or the method of determining such rate or rates of interest, if any;	
 	 	 	
 	•	the date or dates from which any interest will accrue, or the method of determining such date or dates, and the date or dates on which any interest will be payable;	
 	 	 	
 	•	the terms for redemption, extension or early repayment, if any;	
 	 	 	
 	•	the currencies in which the series of debt securities are issued and payable;	
 	 	 	
 	•	whether the amount of payments of principal, interest or premium, if any, on a series of debt securities will be determined with reference to an index, formula or other method and how these amounts will be determined;	
 	 	 	
 	•	the place or places of payment, transfer, conversion and/or exchange of the debt securities;	
 	 	 	
 	•	the provision for any sinking fund;	
 	 	 	
 	•	any restrictive covenants;	
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 	•	events of default;	
 	 	 	
 	•	whether the series of debt securities are issuable in certificated form;	
 	 	 	
 	•	any provisions for legal defeasance or covenant defeasance;	
 	 	 	
 	•	whether and under what circumstances we will pay additional amounts in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities rather than pay the additional amounts (and the terms of this option);	
 	 	 	
 	•	any provisions for convertibility or exchangeability of the debt securities into or for any other securities;	
 	 	 	
 	•	whether the debt securities are subject to subordination and the terms of such subordination;	
 	 	 	
 	•	the listing, if any, on a securities exchange;	
 	 	 	
 	•	if applicable, a discussion of certain U.S. Federal income tax considerations, including those related to original issue discount, if applicable; and	
 	 	 	
 	•	any other terms.	
          The debt securities may be secured or unsecured obligations. Unless the prospectus supplement states otherwise, principal, interest and premium, if any, will be paid by us in immediately available funds.

General

          The indenture may provide that any debt securities proposed to be sold under this prospectus and the applicable prospectus supplement relating to such debt securities (“offered debt securities”) and any debt securities issuable upon the exercise of warrants or upon conversion or exchange of other offered securities (“underlying debt securities”) may be issued under the indenture in one or more series.

          For purposes of this prospectus, any reference to the payment of principal of, or interest or premium, if any, on, debt securities will include additional amounts if required by the terms of the debt securities.

          Debt securities issued under an indenture, when a single trustee is acting for all debt securities issued under the indenture, are called the “indenture securities.” The indenture may also provide that there may be more than one trustee thereunder, each with respect to one or more different series of securities issued thereunder. See “Description of Debt Securities—Resignation of Trustee” below. At a time when two or more trustees are acting under an indenture, each with respect to only certain series, the term “indenture securities” means the one or more series of debt securities with respect to which each respective trustee is acting. In the event that there is more than one trustee under an indenture, the powers and trust obligations of each trustee described in this prospectus will extend only to the one or more series of indenture securities for which it is trustee. If two or more trustees are acting under an indenture, then the indenture securities for which each trustee is acting would be treated as if issued under separate indentures.

          We refer you to the applicable prospectus supplement relating to any debt securities we may issue from time to time for information with respect to any deletions from, modifications of or additions to the Events of Default or covenants that are described below, including any addition of a covenant or other provision providing event risk or similar protection, that will be applicable with respect to such debt securities.

          We have the ability to issue indenture securities with terms different from those of indenture securities previously issued and, without the consent of the holders thereof, to reopen a previous issue of a series of indenture securities and issue additional indenture securities of that series unless the reopening was restricted when that series was created.

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Conversion and Exchange

          If any debt securities are convertible into or exchangeable for other securities, the related prospectus supplement will explain the terms and conditions of the conversion or exchange, including the conversion price or exchange ratio (or the calculation method), the conversion or exchange period (or how the period will be determined), if conversion or exchange will be mandatory or at the option of the holder or us, provisions for adjusting the conversion price or the exchange ratio and provisions affecting conversion or exchange in the event of the redemption of the underlying debt securities. These terms may also include provisions under which the number or amount of other securities to be received by the holders of the debt securities upon conversion or exchange would be calculated according to the market price of the other securities as of a time stated in the prospectus supplement.

Payment and Paying Agents

          We will pay interest to the person listed in the applicable trustee’s records as the owner of the debt security at the close of business on a particular day in advance of each due date for interest, even if that person no longer owns the debt security on the interest due date. That day, often approximately two weeks in advance of the interest due date, is called the “record date.” Because we will pay all the interest for an interest period to the holders on the record date, holders buying and selling debt securities must work out between themselves the appropriate purchase price. The most common manner is to adjust the sales price of the debt securities to prorate interest fairly between buyer and seller based on their respective ownership periods within the particular interest period. This prorated interest amount is called “accrued interest.”

Guarantees

          The payment obligations of Griffon under any series of debt securities may be jointly and severally, fully and unconditionally guaranteed by Clopay Building Products Company, Inc., Clopay Plastic Products Company, Inc., Telephonics Corporation, Ames True Temper, Inc. and/or ATT Southern, Inc., each of which is 100% owned by us, subject to restrictions in credit agreements and other agreements to which they may be a party at the time of issuance. If a series of debt securities is so guaranteed, the relevant guarantors will execute a notation of guarantee as further evidence of their guarantee, and the applicable prospectus supplement will describe the terms of any such guarantee.

          The obligations of any guarantor under its guarantee of the debt securities will be limited to the maximum amount that will not result in the obligations of the guarantor under its guarantee constituting a fraudulent conveyance or fraudulent transfer under Federal or state law, after giving effect to:
 	 	 	
 	•	all other contingent and fixed liabilities of the guarantor; and	
 	 	 	
 	•	any collections from or payments made by or on behalf of any other guarantor in respect of the obligations of the guarantor under its guarantee.	
          The guarantee of any guarantor may be released under certain circumstances. If no default has occurred and is continuing under the relevant indenture, and to the extent not otherwise prohibited by the indenture, a guarantor will be unconditionally released and discharged from the guarantee:
 	 	 	
 	•	in connection with any sale or other disposition of all of the stock of the guarantor to a person other than us or any of our subsidiaries;	
 	 	 	
 	•	in connection with the sale or other disposition of all or substantially all of the assets of the guarantor, including by way of merger, consolidation or otherwise, to a person other than us or any of our subsidiaries;	
 	 	 	
 	•	upon the release or discharge of the guarantee of the subsidiary of indebtedness of us and each guarantor which resulted in the obligation to guarantee the debt securities; or	
 	 	 	
 	•	in connection with the liquidation, dissolution or winding-up of the guarantor, if such liquidation, dissolution or winding-up complies with the provisions of the indenture.	
Events of Default

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          Holders of debt securities of any series will have rights if an Event of Default occurs in respect of the debt securities of such series and is not cured, as described later in this subsection.

          The term “Event of Default” in respect of the debt securities of any series means any of the following:
 	 	 	
 	•	we do not pay the principal of, or any premium on, a debt security of the series within five days of its due date;	
 	 	 	
 	•	we do not pay interest on a debt security of the series within 30 days of its due date;	
 	 	 	
 	•	we do not deposit any sinking fund payment in respect of debt securities of the series on its due date and we do not cure this default within five days;	
 	 	 	
 	•	we remain in breach of a covenant in respect of debt securities of the series for 60 days after we receive a written notice of default stating we are in breach. The notice must be sent by either the trustee or holders of at least 33 1/3% of the principal amount of debt securities of the series;	
 	 	 	
 	•	we file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur; and	
 	 	 	
 	•	any other Event of Default occurs in respect of debt securities of the series described in the prospectus supplement.	
          An Event of Default for a particular series of debt securities does not necessarily constitute an Event of Default for any other series of debt securities issued under the same or any other indenture. The trustee may withhold notice to the holders of debt securities of any default, except in the payment of principal, premium or interest, if it considers the withholding of notice to be in the best interests of the holders.

Remedies if an Event of Default Occurs

          If an Event of Default has occurred and has not been cured or waived, the trustee or the holders of not less than 33 1/3% in principal amount of the debt securities of the affected series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of a majority in principal amount of the debt securities of the affected series if the default is cured or waived and certain other conditions are satisfied.

          Except in cases of default, where the trustee has some special duties, the trustee typically is not required to take any action under an indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability (called an “indemnity”). If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. The trustee may refuse to follow those directions in certain circumstances.

          Before a holder is allowed to bypass the trustee and bring its own lawsuit or other formal legal action or take other steps to enforce its rights or protect its interests relating to any debt securities, the following must occur:
 	 	 	
 	•	the holder must give the trustee written notice that an Event of Default has occurred and remains uncured;	
 	 	 	
 	•	the holders of at least 33 1/3% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action;	
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 	•	the trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity; and	
 	 	 	
 	•	the holders of a majority in principal amount of the debt securities must not have given the trustee a direction inconsistent with the above notice during that 60-day period.	
          However, a holder is entitled at any time to bring a lawsuit for the payment of money due on its debt securities on or after the due date.

          Each year, we will furnish to each trustee a written statement of certain of our officers certifying that to their knowledge we are in compliance with the indenture and the debt securities, or else specifying any default.

Waiver of Default

          The holders of a majority in principal amount of the relevant series of debt securities may waive a default for all such series of debt securities. If this happens, the default will be treated as if it had not occurred. No one can waive a payment default on a holder’s debt security, however, without the holder’s approval.

Merger or Consolidation

          Under the terms of an indenture, we may be permitted to consolidate or merge with another entity. We may also be permitted to sell all or substantially all of our assets to another entity. However, typically we may not take any of these actions unless all the following conditions are met:
 	 	 	
 	•	if we do not survive such transaction or we convey, transfer or lease our properties and assets substantially as an entirety, the acquiring company must be a corporation, limited liability company, partnership or trust, or other corporate form, organized under the laws of any state of the United States or the District of Columbia, any country comprising the European Union, the United Kingdom or Japan and such company must agree to be legally responsible for our debt securities, and, if not already subject to the jurisdiction of any state of the United States or the District of Columbia, the new company must submit to such jurisdiction for all purposes with respect to the debt securities and appoint an agent for service of process;	
 	 	 	
 	•	alternatively, we must be the surviving company;	
 	 	 	
 	•	immediately after the transaction no Event of Default will exist;	
 	 	 	
 	•	we must deliver certain certificates and documents to the trustee; and	
 	 	 	
 	•	we must satisfy any other requirements specified in the prospectus supplement relating to a particular series of debt securities.	
Modification or Waiver

          There are three types of changes we may make to an indenture and the debt securities issued thereunder.

Changes Requiring Approval

          First, there are changes that we cannot make to debt securities without specific approval of all of the holders. The following is a list of the types of changes that may require specific approval:
 	 	 	
 	•	change the stated maturity of the principal of or interest on a debt security;	
 	 	 	
 	•	reduce any amounts due on a debt security;	
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 	•	reduce the amount of principal payable upon acceleration of the maturity of a security following a default;	
 	 	 	
 	•	at any time after a change of control has occurred, reduce any premium payable upon a change of control;	
 	 	 	
 	•	change the place or currency of payment on a debt security (except as otherwise described in the prospectus or prospectus supplement);	
 	 	 	
 	•	impair the right of holders to sue for payment;	
 	 	 	
 	•	adversely affect any right to convert or exchange a debt security in accordance with its terms;	
 	 	 	
 	•	reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture;	
 	 	 	
 	•	reduce the percentage of holders of debt securities whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults;	
 	 	 	
 	•	modify any other aspect of the provisions of the indenture dealing with supplemental indentures, modification and waiver of past defaults, changes to the quorum or voting requirements or the waiver of certain covenants; and	
 	 	 	
 	•	change any obligation we have to pay additional amounts.	
Changes Not Requiring Approval

          The second type of change does not require any vote by the holders of the debt securities. This type is limited to clarifications and certain other changes that would not adversely affect holders of the outstanding debt securities in any material respect, including the addition of covenants and guarantees. We also do not need any approval to make any change that affects only debt securities to be issued under the indenture after the change takes effect.

Changes Requiring Majority Approval

          Any other change to the indenture and the debt securities may require the following approval:
 	 	 	
 	•	if the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of that series; and	
 	 	 	
 	•	if the change affects more than one series of debt securities issued under the same indenture, it must be approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose.	
          In each case, the required approval must be given by written consent.

          The holders of a majority in principal amount of all of the series of debt securities issued under an indenture, voting together as one class for this purpose, may waive our compliance obligations with respect to some of our covenants in that indenture. However, we cannot obtain a waiver of a payment default or of any of the matters covered by the bullet points included above under “Description of Debt Securities—Modification or Waiver—Changes Requiring Approval.”

Further Details Concerning Voting

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          When taking a vote, we expect to use the following rules to decide how much principal to attribute to a debt security:
 	 	 	
 	•	for original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity of these debt securities were accelerated to that date because of a default;	
 	 	 	
 	•	for debt securities whose principal amount is not known (for example, because it is based on an index), we will use a special rule for that debt security described in the related prospectus supplement; and	
 	 	 	
 	•	for debt securities denominated in one or more foreign currencies, we will use the U.S. dollar equivalent.	
          Debt securities will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust money for their payment or redemption. Debt securities will also not be eligible to vote if they have been fully defeased as described later under “Description of Debt Securities—Defeasance—Legal Defeasance.”

          We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding indenture securities that are entitled to vote or take other action under the indenture. If we set a record date for a vote or other action to be taken by holders of one or more series, that vote or action may be taken only by persons who are holders of outstanding indenture securities of those series on the record date and must be taken within eleven months following the record date.

          Book-entry and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we seek to change the indenture or the debt securities or request a waiver.

Defeasance

          The following provisions will be applicable to each series of debt securities unless we state in the applicable prospectus supplement that the provisions of covenant defeasance and legal defeasance will not be applicable to that series.

Covenant Defeasance

          We can make the deposit described below and be released from some of the restrictive covenants in the indenture under which the particular series was issued. This is called “covenant defeasance.” In that event, the holders would lose the protection of those restrictive covenants but would gain the protection of having money and government securities set aside in trust to repay holders’ debt securities. If applicable, a holder also would be released from the subordination provisions described under “Description of Debt Securities—Indenture Provisions—Subordination” below. In order to achieve covenant defeasance, we must do the following:
 	 	 	
 	•	If the debt securities of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates;	
 	 	 	
 	•	We may be required to deliver to the trustee a legal opinion of our counsel confirming that, under current U.S. Federal income tax law, we may make the above deposit without causing the holders to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity; and	
 	 	 	
 	•	We must deliver to the trustee certain documentation stating that all conditions precedent to covenant defeasance have been complied with.	
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          If we accomplish covenant defeasance, holders can still look to us for repayment of the debt securities if there were a shortfall in the trust deposit or the trustee is prevented from making payment. In fact, if one of the remaining Events of Default occurred (such as our bankruptcy) and the debt securities became immediately due and payable, there might be a shortfall. Depending on the event causing the default, holders may not be able to obtain payment of the shortfall.

Legal Defeasance

          As described below, we can legally release ourselves from all payment and other obligations on the debt securities of a particular series (called “legal defeasance”), without causing the holders to be taxed on the debt securities any differently than absent the release (1) if there is a change in U.S. Federal tax law and (2) if we put in place the following other arrangements for holders to be repaid:
 	 	 	
 	•	If the debt securities of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates;	
 	 	 	
 	•	We may be required to deliver to the trustee a legal opinion confirming that there has been a change in current U.S. Federal tax law or an Internal Revenue Service ruling that allows us to make the above deposit without causing the holders to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity. Under current U.S. Federal tax law, the deposit and our legal release from the debt securities would be treated as though we paid each holder its share of the cash and notes or bonds at the time the cash and notes or bonds were deposited in trust in exchange for its debt securities and holders would recognize gain or loss on the debt securities at the time of the deposit; and	
 	 	 	
 	•	We must deliver to the trustee a legal opinion and officers’ certificate stating that all conditions precedent to legal defeasance have been complied with.	
          If we ever did accomplish legal defeasance, as described above, holders would have to rely solely on the trust deposit for repayment of the debt securities. Holders could not look to us for repayment in the unlikely event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of our lenders and other creditors if we ever became bankrupt or insolvent. If applicable, holders would also be released from the subordination provisions described later under “Description of Debt Securities—Indenture Provisions—Subordination.”

Resignation of Trustee

          Each trustee may resign or be removed with respect to one or more series of indenture securities provided that a successor trustee is appointed to act with respect to such series. In the event that two or more persons are acting as trustee with respect to different series of indenture securities under the indenture, each of the trustees will be a trustee of a trust separate and apart from the trust administered by any other trustee.

Indenture Provisions—Subordination

          Upon any distribution of our assets upon our dissolution, winding up, liquidation or reorganization, the payment of the principal of (and premium, if any) and interest on any indenture securities denominated as subordinated debt securities is to be subordinated to the extent provided in the indenture in right of payment to the prior payment in full of all Senior Indebtedness, but our obligation to holders to make payment of the principal of (and premium, if any) and interest on such subordinated debt securities will not otherwise be affected. In addition, no payment on account of principal (or premium, if any), interest or sinking fund, if any, may be made on such subordinated debt securities at any time unless full payment of all amounts due in respect of the principal (and premium, if any), interest and sinking fund, if any, on Senior Indebtedness has been made or duly provided for in money or money’s worth.

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          In the event that, notwithstanding the foregoing, any payment from us is received by the trustee in respect of subordinated debt securities or by the holders of any of such subordinated debt securities before all Senior Indebtedness is paid in full, the payment or distribution must be paid over to the holders of the Senior Indebtedness or on their behalf for application to the payment of all the Senior Indebtedness remaining unpaid until all the Senior Indebtedness has been paid in full, after giving effect to any concurrent payment or distribution to the holders of the Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness, the holders of such subordinated debt securities will be subrogated to the rights of the holders of the Senior Indebtedness to the extent of payments made to the holders of the Senior Indebtedness out of the distributive share of such subordinated debt securities.

          By reason of this subordination, in the event of a distribution of our assets upon our insolvency, certain of our senior creditors may recover more, ratably, than holders of any subordinated debt securities. The related indenture will provide that these subordination provisions will not apply to money and securities held in trust under the defeasance provisions of the indenture.

          “Senior Indebtedness” will be defined in an applicable indenture as the principal of (and premium, if any) and unpaid interest on:
 	 	 	
 	•	our indebtedness (including indebtedness of others guaranteed by us), whenever created, incurred, assumed or guaranteed, for money borrowed (other than indenture securities issued under the indenture and denominated as subordinated debt securities), unless in the instrument creating or evidencing the same or under which the same is outstanding it is provided that this indebtedness is not senior or prior in right of payment to the subordinated debt securities; and	
 	 	 	
 	•	renewals, extensions, modifications and refinancings of any of such indebtedness.	
          The prospectus supplement accompanying any series of indenture securities denominated as subordinated debt securities will set forth the approximate amount of our Senior Indebtedness outstanding as of a recent date.

Trustee

          We intend to name the indenture trustee for each series of indenture securities in the related prospectus supplement.

Certain Considerations Relating to Foreign Currencies

          Debt securities denominated or payable in foreign currencies may entail significant risks. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved and will be more fully described in the applicable prospectus supplement.

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DESCRIPTION OF UNITS

          The following is a general description of the terms of the units we may issue from time to time unless we provide otherwise in the prospectus supplement. Particular terms of any units we offer will be described in the prospectus supplement relating to such units.

General

          We may issue units consisting of common stock, preferred stock, depositary shares, warrants, rights and/or debt securities in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit may be issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.

          We will describe in the applicable prospectus supplement the terms of the series of units, including the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately, the relevant provisions of any agreement governing the units and any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.

          The provisions described in this section, as well as those described under “Description of Common Stock,” “Description of Preferred Stock,” “Description of Depositary Shares,” “Description of Warrants,” “Description of Rights” and “Description of Debt Securities” will apply to each unit and to any preferred stock, depositary shares, warrants, rights and debt securities included in each unit, respectively.

Governing Law

          The units and any unit agreement will be governed by, and construed in accordance with, the laws of the State of New York.

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BOOK-ENTRY ISSUANCE

          Unless otherwise indicated in the applicable prospectus supplement, securities will be issued in the form of one or more global certificates, or “global securities,” registered in the name of a depositary or its nominee. Unless otherwise indicated in the applicable prospectus supplement, the depositary will be The Depository Trust Company, or DTC. DTC has informed us that its nominee will be Cede & Co. Accordingly, we expect Cede & Co. to be the initial registered holder of all securities that are issued in global form. No person that acquires a beneficial interest in those securities will be entitled to receive a certificate representing that person’s interest in the securities except as described herein or in the applicable prospectus supplement. Unless and until definitive securities are issued under the limited circumstances described below, all references to actions by holders of securities issued in global form will refer to actions taken by DTC upon instructions from its participants, and all references to payments and notices to holders will refer to payments and notices to DTC or Cede & Co., as the registered holder of these securities.

          DTC has informed us that it is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act of 1934. DTC holds and provides asset servicing for U.S. and non-U.S. equity issues, corporate and municipal debt issues and money market instruments that DTC’s participants deposit with DTC. DTC also facilitates the post-trade settlement among DTC’s participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between DTC’s participants’ accounts, thereby eliminating the need for physical movement of certificates. DTC’s participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly owned subsidiary of the Depository Trust & Clearing Corporation, or DTCC. DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. The DTC rules applicable to its participants are on file with the SEC.

          Persons that are not participants or indirect participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, securities may do so only through participants and indirect participants. Under a book-entry format, holders may experience some delay in their receipt of payments, as such payments will be forwarded by our designated agent to Cede & Co., as nominee for DTC. DTC will forward such payments to its participants, who will then forward them to indirect participants or holders. Holders will not be recognized by the relevant registrar, transfer agent, trustee, warrant agent, depositary or unit agent as registered holders of the securities entitled to the benefits of our restated certificate of incorporation or the applicable indenture, warrant agreement, deposit agreement, unit agreement or guarantee. Beneficial owners that are not participants will be permitted to exercise their rights only indirectly through and according to the procedures of participants and, if applicable, indirect participants.

          Under the rules, regulations and procedures creating and affecting DTC and its operations as currently in effect, DTC will be required to make book-entry transfers of securities among participants and to receive and transmit payments to participants. DTC rules require participants and indirect participants with which beneficial securities owners have accounts to make book-entry transfers and receive and transmit payments on behalf of their respective account holders.

          Because DTC can act only on behalf of
 	 	 	
 	•	participants, who in turn act only on behalf of participants or indirect participants; and	
 	 	 	
 	•	certain banks, trust companies and other persons approved by it,	
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the ability of a beneficial owner of securities issued in global form to pledge such securities to persons or entities that do not participate in the DTC system may be limited due to the unavailability of physical certificates for these securities.

          DTC has advised us that DTC will take any action permitted to be taken by a registered holder of any securities under our restated certificate of incorporation or the relevant indenture, deposit agreement, warrant agreement or unit agreement only at the direction of one or more participants to whose accounts with DTC such securities are credited.

          Unless otherwise indicated in the applicable prospectus supplement, a global security will be exchangeable for the relevant definitive securities registered in the names of persons other than DTC or its nominee only if:
 	 	 	
 	•	DTC notifies us that it is unwilling or unable to continue as depositary for that global security or if DTC ceases to be a clearing agency registered under the Exchange Act when DTC is required to be so registered;	
 	 	 	
 	•	we execute and deliver to the relevant registrar, transfer agent, trustee, warrant agent, depositary and/or unit agent an order complying with the requirements of the applicable indenture, warrant agreement, deposit agreement and/or unit agreement that the global security will be exchangeable for definitive securities in registered form; or	
 	 	 	
 	•	there has occurred and is continuing a default in the payment of any amount due in respect of the securities or, in the case of debt securities, an event of default or an event that, with the giving of notice or lapse of time, or both, would constitute an event of default with respect to these debt securities.	
Any global security that is exchangeable under the preceding sentence will be exchangeable for securities registered in such names as DTC directs.

          Upon the occurrence of any event described in the preceding paragraph, DTC is generally required to notify all participants of the availability of definitive securities. Upon DTC surrendering the global security representing the securities and delivery of instructions for re-registration, the registrar, transfer agent, trustee, warrant agent, depositary and/or unit agent, as the case may be, will reissue the securities as definitive securities, and then such persons will recognize the holders of such definitive securities as registered holders of securities entitled to the benefits of our restated certificate of incorporation or the relevant indenture, deposit agreement, warrant agreement and/or unit agreement.

          Redemption notices will be sent to Cede & Co. as the registered holder of the global securities. If less than all of a series of securities are being redeemed, DTC will determine the amount of the interest of each direct participant to be redeemed in accordance with its then current procedures.

          Except as described above, the global security may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or to a successor depositary we appoint. Except as described above, DTC may not sell, assign, transfer or otherwise convey any beneficial interest in a global security evidencing all or part of any securities unless the beneficial interest is in an amount equal to an authorized denomination for these securities.

          The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be accurate, but we assume no responsibility for the accuracy thereof. None of Griffon, any registrar and transfer agent, trustee, any warrant agent, depositary or unit agent, or any agent of any of them, will have any responsibility or liability for any aspect of DTC’s or any participant’s records relating to, or for payments made on account of, beneficial interests in a global security, or for maintaining, supervising or reviewing any records relating to such beneficial interests.

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          Secondary trading in notes and debentures of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, beneficial interests in a global security, in some cases, may trade in the DTC’s same-day funds settlement system, in which case secondary market trading activity in those beneficial interests would be required by DTC to settle in immediately available funds. There is no assurance as to the effect, if any, that settlement in immediately available funds would have on trading activity in such beneficial interests. Also, settlement for purchases of beneficial interests in a global security upon the original issuance of this security may be required to be made in immediately available funds.

Considerations Relating to Euroclear and Clearstream

          Euroclear and Clearstream are securities clearing systems in Europe. Both systems clear and settle securities transactions between their participants through electronic, book-entry delivery of securities against payment.

          Euroclear and Clearstream may be depositaries for a global security. In addition, if DTC is the depositary for a global security, Euroclear and Clearstream may hold interests in the global security as participants in DTC. As long as any global security is held by Euroclear or Clearstream, as depositary, you may hold an interest in the global security only through an organization that participates, directly or indirectly, in Euroclear or Clearstream. If Euroclear or Clearstream is the depositary for a global security and there is no depositary in the United States, you will not be able to hold interests in that global security through any securities clearance system in the United States. Payments, deliveries, transfers, exchanges, notices and other matters relating to the securities made through Euroclear or Clearstream must comply with the rules and procedures of those systems. Those clearing systems could change their rules and procedures at any time. Griffon does not have control over those systems or their participants and assumes no responsibility for their activities. Transactions between participants in Euroclear or Clearstream, on one hand, and participants in DTC, on the other hand, when DTC is the depositary, would also be subject to DTC’s rules and procedures.

Special Timing Considerations for Transactions in Euroclear and Clearstream

          Investors will be able to make and receive through Euroclear and Clearstream payments, deliveries, transfers, exchanges, notices and other transactions involving any securities held through those clearing systems only on days when those systems are open for business. These clearing systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.

          In addition, because of time-zone differences, U.S. investors who hold their interests in the securities through these clearing systems and wish to transfer their interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, on a particular day may find that the transaction will not be effected until the next business day in Luxembourg or Brussels, as applicable. Thus, investors who wish to exercise rights that expire on a particular day may need to act before the expiration date. In addition, investors who hold their interests through both DTC and Euroclear or Clearstream may need to make special arrangements to finance any purchases or sales of their interests between the U.S. and European clearing systems, and those transactions may settle later than would be the case for transactions within one clearing system.

RESELLING SECURITIES

          In general, the persons to whom we issue securities under this prospectus will be able to resell our securities in the public market without further registration and without being required to deliver a prospectus. However, certain persons who receive large blocks of our securities may want to resell those securities in distributions that would require the delivery of a prospectus. With our consent, this prospectus may be used by selling security holders who may wish to sell securities offered hereby. As used in this prospectus, “selling security holders” may include donees and pledgees selling securities received from a named selling security holder. However, no person who receives the securities covered by this prospectus will be authorized to use this prospectus for an offer of such securities without first obtaining our consent. We may limit our consent to a specified time period and subject to certain limitations and conditions, which may vary by agreement.

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          Selling security holders may agree that:
 	 	 	
 	•	an offering of securities under this prospectus be effected in an orderly manner through securities dealers, acting as broker or dealer, selected by us;	
 	 	 	
 	•	they will enter into custody agreements with one or more banks with respect to such securities; and	
 	 	 	
 	•	that they make sales only by one or more of the methods described in this prospectus, as appropriately supplemented or amended when required.	
          Usually, we will not receive any of the proceeds from any sale of securities offered by a selling security holder. If we do receive any proceeds, the arrangements and amount will be disclosed in the relevant prospectus supplement.

          Selling security holders may sell securities:
 	 	 	
 	•	through any national securities exchange or automated quotation system on which our securities have been approved for listing or trading in the future or otherwise;	
 	 	 	
 	•	in the over-the-counter market;	
 	 	 	
 	•	in special offerings;	
 	 	 	
 	•	directly to purchasers in privately negotiated transactions;	
 	 	 	
 	•	by or through brokers or dealers, in ordinary brokerage transactions or transactions in which the broker solicits purchasers;	
 	 	 	
 	•	in block trades in which the broker or dealer will attempt to sell securities as an agent but may position and resell a portion of the block as principal;	
 	 	 	
 	•	in transactions in which a broker or dealer purchases as principal for resale for its own account;	
 	 	 	
 	•	through underwriters or agents; or	
 	 	 	
 	•	in any combination of these methods.	
          Securities may be sold at a fixed offering price, at the prevailing market price at the time of sale, at prices related to such prevailing market price or at negotiated prices. Any brokers, dealers, underwriters or agents may arrange for others to participate in any such transaction and may receive compensation in the form of discounts, commissions or concessions from selling security holders and/or the purchasers of securities. The proceeds to a selling security holder from any sale of securities will be reduced by any compensation and any expenses to be borne by the selling security holder.

          If required by the Securities Act and the rules of the SEC, at the time a particular offer of securities is made a supplement to this prospectus will be delivered that identifies any persons reselling securities acquired under this prospectus and will provide information about them and describe any material arrangements for the distribution of securities and the terms of the offering, including the names of any underwriters, brokers, dealers or agents and any discounts, commissions or concessions and other items constituting compensation from the selling security holder. We may agree to keep the registration statement relating to the offering and sale by the selling security holders continuously effective until a fixed date or the date on which the shares may be resold without registration under the Securities Act.

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          Selling security holders and any brokers, dealers, underwriters or agents that participate with a selling security holder in the distribution of securities may be deemed to be “underwriters” within the meaning of the Securities Act, in which event any discounts, commissions or concessions received by any such brokers, dealers, underwriters or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

          We may agree to indemnify selling security holders and/or any such brokers, dealers, underwriters or agents against certain civil liabilities, including liabilities under the Securities Act, and to reimburse them for certain expenses in connection with the offering and sale of securities.

          Selling security holders may also offer securities acquired pursuant to this prospectus under exemptions from the registration requirements of the Securities Act, including sales which meet the requirements of Rule 144 or Rule 145(d) under the Securities Act. Selling security holders should seek the advice of their own counsel about the legal requirements for such sales.

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PLAN OF DISTRIBUTION

          This prospectus covers securities that we may issue from time to time in connection with acquisitions of businesses, assets or securities of other companies. In addition to the securities offered by this prospectus, we may offer other consideration, including stock options, cash, notes or other evidences of debt, assumption of liabilities or a combination of these types of consideration. In addition, we may lease property from, and enter into management agreements and consulting and noncompetition agreements with, the former owners and key executive personnel of the businesses to be acquired.

          We expect the terms of acquisitions involving the issuance of the securities covered by this prospectus to be determined by direct negotiations between our representatives and the owners or controlling persons of the businesses, assets or securities to be acquired. Factors taken into account in acquisitions may include, among other factors, the quality and reputation of the businesses to be acquired and its management, the strategic market position of the businesses to be acquired, its assets, earning power, cash flow and growth potential, and the market value of its securities, including common stock, when pertinent. The value of our securities issued in any such acquisition will be offered at prices based upon or reasonably related to the current market value of the securities. The value will be determined either when the terms of the acquisition are tentatively or finally agreed to, when the acquisition is completed, when we issue the securities or during some other negotiated period. We do not expect to pay underwriting discounts or commissions, although we may pay finders’ fees from time to time in connection with certain acquisitions. Any person receiving finders’ fees may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit on the resale of securities purchased by them may be considered underwriting commissions or discounts under the Securities Act.

          In an effort to maintain an orderly market in our securities or for other reasons, we may negotiate agreements with persons receiving securities covered by this prospectus that will limit the number of securities that they may sell at specified intervals. These agreements may be more or less restrictive than restrictions on sales made under the exemption from registration requirements of the Securities Act, including the requirements under Rule 144 or Rule 145(d), and the persons party to these agreements may not otherwise be subject to the Securities Act requirements. We may also determine to waive any such agreements without public notice.

          In compliance with the guidelines of the Financial Industry Regulatory Authority, the maximum compensation to the underwriters or dealers in connection with the sale of our securities pursuant to this prospectus and the accompanying supplement to this prospectus may not exceed 8% of the aggregate offering price of the securities as set forth on the cover page of any prospectus supplement.

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LEGAL MATTERS

          The validity of the securities offered by this prospectus will be passed upon for us by Dechert LLP, New York, New York. Martin Nussbaum, a partner of Dechert LLP, owns 20,000 shares of our common stock.

EXPERTS

          The audited consolidated financial statements, financial statement schedules and management’s assessment of the effectiveness of internal control over financial reporting incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing in giving said report.

INCORPORATION BY REFERENCE

          We “incorporate by reference” certain documents that we have filed with the SEC into this prospectus, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained directly in this prospectus. This prospectus incorporates by reference our:
 	 	 	
 	•	Annual report on Form 10-K for the year ended September 30, 2011 filed with the SEC on November 18, 2011;	
 	 	 	
 	•	Quarterly report on Form 10-Q for the quarters ended December 31, 2011 and March 31, 2012 filed with the SEC on February 2, 2012 and May 9, 2012, respectively;	
 	 	 	
 	•	Current report on Form 8-K filed with the SEC on January 10, 2012; and	
 	 	 	
 	•	The section entitled “Description of Capital Stock—Common Stock” located on page 50 of Amendment No. 1 to our Registration Statement on Form S-4 filed with the SEC on June 9, 2004.	
          We incorporate by reference the documents listed above and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the initial filing of the registration statement that contains this prospectus and prior to the termination of the offering of securities described in this prospectus; provided, however, that notwithstanding the foregoing, unless specifically stated to the contrary, none of the information that is not deemed “filed” with the SEC, including information furnished under Items 2.02 or 7.01 of any Current Report on Form 8-K, will be incorporated by reference into, or otherwise included in, this prospectus.

          You may obtain documents incorporated by reference into this prospectus at no cost by writing or telephoning us at the following address:

Griffon Corporation
Attention: Seth L. Kaplan, Senior Vice President, General Counsel and Secretary
712 Fifth Avenue, 18 th  Floor
New York, New York 10019
(212) 957-5000

          Any statements contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus (or in any other subsequently filed document which also is incorporated by reference in this prospectus) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part of this prospectus except as so modified or superseded.

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WHERE YOU CAN FIND MORE INFORMATION

          We make periodic filings and other filings required to be filed by us as a reporting company under Sections 13 and 15(d) of the Exchange Act. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at www.sec.gov that contains the reports, proxy and information statements and other information that we file with the SEC. Also visit us at www.griffoncorp.com. Information contained on our website is not incorporated into this prospectus and you should not consider information contained on our website to be part of this prospectus or any prospectus supplement.

31

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. Indemnification of Directors and Officers.

          Our policy and amended bylaws provide that all directors, officers, employees and agents of the registrant shall be entitled to be indemnified by us to the fullest extent permitted by the Delaware General Corporation Law. Under Section 145 of the Delaware General Corporation law, we are permitted to offer indemnification to our directors, officers, employees and agents.

          Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below.

          “Section 145. Indemnification of officers, directors, employees and agents; insurance.

          (a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of  nolo contendere  or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

          (b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

          (c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

          (d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination: (1) By a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) By a committee of such directors designated by majority vote of such directors, even though less than a

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quorum, or (3) If there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) By the stockholders.

          (e) Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

          (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to the certificate of incorporation or the bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

          (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

          (h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

          (i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

          (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

          (k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement,

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vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).”

          Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

          Article V, Section 4 of our amended bylaws provides:

          “The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened pending or completed action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or an agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the defense or settlement of such action, suit or proceeding, to the fullest extent and in the manner set forth in and permitted by the General Corporation Law of the State of Delaware, as from time to time in effect, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which such director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of each such person.

          The foregoing provisions of this Article shall be deemed to be a contract between the corporation and each director, officer, employee or agent who serves in such capacity at any time while this Article, and the relevant provisions of the General Corporation Law of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.”

ITEM 21. Exhibits.

          The following exhibits are filed herewith or incorporated by reference herein.
 	 	 	 	 	
 	Exhibit Number	 	Description	

	 	

	
 	3.1	 	 	Restated Certificate of Incorporation of Griffon Corporation(1)	
 	3.2	 	 	Amended Bylaws of Griffon Corporation(2)	
 	3.3	 	 	Certificate of Incorporation of Clopay Building Products Company, Inc.(3)	
 	3.4	 	 	By-Laws of Clopay Building Products Company, Inc.(3)	
 	3.5	 	 	Certificate of Incorporation of Clopay Plastic Products Company, Inc.(3)	
 	3.6	 	 	By-Laws of Clopay Plastic Products Company, Inc.(3)	
 	3.7	 	 	Restated Certificate of Incorporation of Telephonics Corporation(3)	
 	3.8	 	 	By-Laws of Telephonics Corporation(3)	
 	3.9	 	 	Certificate of Incorporation of Ames True Temper, Inc.(3)	
 	3.10	 	 	Amended and Restated By-Laws of Ames True Temper, Inc.(3)	
 	3.11	 	 	Certificate of Incorporation of ATT Southern, Inc.(3)	
 	3.12	 	 	By-Laws of ATT Southern, Inc.(3)	
 	4.1	 	 	Specimen Certificate for Shares of Common Stock of Griffon Corporation(4)	
 	4.2	 	 	Specimen Preferred Stock Certificate(5)	
 	4.3	 	 	Form of Deposit Agreement(5)	
 	4.4	 	 	Form of Depositary Receipt (included in Exhibit 4.3)(5)	
 	4.5	 	 	Form of Warrant Agreement(5)	
 	4.6	 	 	Form of Warrant Certificate(5)	
 	4.7	 	 	Form of Rights Certificate(5)	
 	4.8	 	 	Form of Indenture(6)	
 	4.9	 	 	Form of Debt Security(6)	
 	4.10	 	 	Form of Unit Certificate(5)	
 	4.11	 	 	Form of Unit Agreement(7)	
 	4.12	 	 	Form of Subsidiary Guarantee (included in Exhibit 4.8)(6)	
 	4.13	 	 	Form of Certificate of Designation for Preferred Stock(7)	
 	5.1	 	 	Opinion of Dechert LLP(3)	
 	12.1	 	 	Computation of Ratio of Earnings to Fixed Charges(8)	
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 	Exhibit Number	 	Description	

	 	

	
 	23.1	 	 	Consent of Grant Thornton LLP(3)	
 	23.2	 	 	Consent of Dechert LLP (included in Exhibit 5.1)(3)	
 	24.1	 	 	Power of Attorney (included in the signature pages hereto)(8)	
 	25.1	 	 	Statement of Eligibility of Trustee on Form T-1(9)	

 	 	 	

	 	
(1)	Filed as Exhibit 3.1 to Griffon Corporation’s Annual Report on Form 10-K for the year ended September 30, 1995 (Commission File No. 1-06620), as amended by Exhibit 3.1 to Griffon Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (Commission File No. 1-06620), both of which Exhibits are incorporated herein by reference.	
 	 	 	
(2)	Filed as Exhibit 3 to Griffon Corporation’s Current Report on Form 8-K, filed May 14, 2008 (Commission File No. 1-06620) and incorporated herein by reference.	
 	 	 	
(3)	Filed herewith.	
 	 	 	
(4)	Filed as Exhibit 4.3 to Griffon Corporation’s Registration Statement on Form S-3, filed September 26, 2003 (Registration No. 333-109171) and incorporated herein by reference.	
 	 	 	
(5)	Previously filed as the corresponding exhibit to the Registration Statement on Form S-4 (Registration No. 333-158274), filed March 30, 2009.	
 	 	 	
(6)	Previously filed as the corresponding exhibit to Amendment No. 2 to the Registration Statement on Form S-3 (Registration No. 333-158273), filed May 15, 2009.	
 	 	 	
(7)	To be filed by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.	
 	 	 	
(8)	Previously filed as the corresponding exhibit to the Registration Statement on Form S-4 (Registration No. 333-181279), filed May 9, 2012.	
 	 	 	
(9)	To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939, as amended, and the appropriate rules and regulations thereunder.	
ITEM 22. Undertakings.
 	 	 	 	
(a)	The undersigned registrant hereby undertakes:	
 	 	 	 	
 	(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:	
 	 	 	 	
 	 	(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;	
 	 	 	 	
 	 	(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and	
 	 	 	 	
 	 	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.	
 	 	 	 	
 	(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities	
II-4

 	 	 	 	
 	 	offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.	
 	 	 	 	
 	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.	
 	 	 	 	
 	(4)	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:	
 	 	 	 	
 	 	(i)	(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and	
 	 	 	 	
 	 	(i)	(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.	
 	 	 	 	
 	(5)	That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:	
 	 	 	 	
 	 	(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;	
 	 	 	 	
 	 	(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;	
 	 	 	 	
 	 	(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and	
 	 	 	 	
 	 	(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.	
 	 	 	 	
(b)	The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual	
II-5

 	 	 	 	
 	report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.	
 	 	 	 	
(c)	The undersigned hereby undertakes that, prior to any public reoffering of the securities hereunder through the use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form. Further, the undersigned hereby undertakes that every prospectus (i) that is filed pursuant to this paragraph (c), or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415 of the Securities Act of 1933, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.	
 	 	 	 	
(d)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, and will be governed by the final adjudication of such issue.	
 	 	 	 	
(e)	If and when applicable, the undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the Trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of such Act.	
 	 	 	 	
(f)	The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.	
 	 	 	 	
(g)	The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.	
II-6

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 15, 2012.
 	 	 	
 	GRIFFON CORPORATION	
 	 	 	
 	By:	*	

	
 	 	Name:   Ronald J. Kramer	
 	 	Title:     Chief Executive Officer	
          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	 	
Signature	 	Title	 	Date	 	

	 	

	 	

	 	
 	 	 	 	 	 	
*	 	Chairman of the Board	 	June 15, 2012	 	

	 	 	 	 	 	
Harvey R. Blau	 	 	 	 	 	
 	 	 	 	 	 	
*	 	Chief Executive Officer and Director	 	June 15, 2012	 	
 	 	(Principal Executive Officer)	 	 	 	

	 	 	 	 	 	
Ronald J. Kramer	 	 	 	 	 	
 	 	 	 	 	 	
*	 	Executive Vice President and Chief Financial
Officer
( Principal Financial Officer )	 	June 15, 2012	 	

	 	 	 	 	 	 	 	
Douglas J. Wetmore	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	
*	 	Chief Accounting Officer	 	June 15, 2012	 	 	 	
 	 	(Principal Accounting Officer)	 	 	 	 	 	

	 	 	 	 	 	 	 	
Brian G. Harris	 	 	 	 	 	 	 	
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*	 	Director	 	June 15, 2012	

	 	 	 	 	
Henry A. Alpert	 	 	 	 	
 	 	 	 	 	
*	 	Director	 	June 15, 2012	

	 	 	 	 	
Bertrand M. Bell	 	 	 	 	
 	 	 	 	 	
*	 	Director	 	June 15, 2012	

	 	 	 	 	
Gerald J. Cardinale	 	 	 	 	
 	 	 	 	 	
*	 	Director	 	June 15, 2012	

	 	 	 	 	
Blaine V. Fogg	 	 	 	 	
 	 	 	 	 	
*	 	Director	 	June 15, 2012	

	 	 	 	 	
Bradley J. Gross	 	 	 	 	
 	 	 	 	 	
*	 	Director	 	June 15, 2012	

	 	 	 	 	
Robert G. Harrison	 	 	 	 	
 	 	 	 	 	
*	 	Director	 	June 15, 2012	

	 	 	 	 	
Donald J. Kutyna	 	 	 	 	
 	 	 	 	 	
*	 	Director	 	June 15, 2012	

	 	 	 	 	
Martin S. Sussman	 	 	 	 	
 	 	 	 	 	
*	 	Director	 	June 15, 2012	

	 	 	 	 	
William H. Waldorf	 	 	 	 	
 	 	 	 	 	
*	 	Director	 	June 15, 2012	

	 	 	 	 	
Joseph J. Whalen	 	 	 	 	

* By: /s/ SETH L. KAPLAN	 	 	 	 	

	 	 	 	 	
Seth L. Kaplan, Attorney-in-Fact	 	 	 	 	
II-8

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 15, 2012.
 	 	 	 	
 	CLOPAY BUILDING PRODUCTS COMPANY, INC.	
 	 	 	 	
 	By:	*	

	
 	 	Name:	Steven M. Lynch	
 	 	Title:	President	
          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	 	
Signature	 	Title	 	Date	 	

	 	

	 	

	 	
 	 	 	 	 	 	
*	 	President	 	June 15, 2012	 	
 	 	(Principal Executive Officer)	 	 	 	

	 	 	 	 	 	
Steven M. Lynch	 	 	 	 	 	
 	 	 	 	 	 	
*	 	Vice President, Finance	 	June 15, 2012	 	
 	 	(Principal Financial and Accounting
Officer)	 	 	 	

	 	 	 	 	 	
Joel T. Eberlein	 	 	 	 	 	
 	 	 	 	 	 	
*	 	Director	 	June 15, 2012	 	

	 	 	 	 	 	
Eugene C. Colleran	 	 	 	 	 	
 	 	 	 	 	 	
*	 	Director	 	June 15, 2012	 	

	 	 	 	 	 	
Douglas J. Wetmore	 	 	 	 	 	
 	 	 	 	 	 	
*	 	Director	 	June 15, 2012	 	

	 	 	 	 	 	
Patrick L. Alesia	 	 	 	 	 	

* By: /s/ SETH L. KAPLAN	 	 	 	 	

	

	 	 	 	 	
Seth L. Kaplan, Attorney-in-Fact	 	 	 	 	
II-9

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 15, 2012.
 	 	 	 	
 	CLOPAY PLASTIC PRODUCTS COMPANY, INC.	
 	 	 	 	
 	By:	*	

	
 	 	Name:	Alan H. Koblin	
 	 	Title:	President	
          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	
Signature	 	Title	 	Date	

	 	

	 	

	
 	 	 	 	 	
*	 	Director and President	 	June 15, 2012	
 	 	(Principal Executive Officer)	 	 	

	 	 	 	 	
Alan H. Koblin	 	 	 	 	
 	 	 	 	 	
*	 	Vice President, Finance	 	June 15, 2012	
 	 	(Principal Financial and Accounting Officer)	 	 	

	 	 	 	 	
Carolyn M. Hauger	 	 	 	 	
 	 	 	 	 	
*	 	Director	 	June 15, 2012	

	 	 	 	 	
Douglas J. Wetmore	 	 	 	 	
 	 	 	 	 	
*	 	Director	 	June 15, 2012	

	 	 	 	 	
Patrick L. Alesia	 	 	 	 	

* By: /s/ SETH L. KAPLAN	 	 	 	 	

	

	 	 	 	 	
Seth L. Kaplan, Attorney-in-Fact	 	 	 	 	
II-10

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 15, 2012.
 	 	 	 	
 	TELEPHONICS CORPORATION	
 	 	 	 	
 	By:	*	

	
 	 	Name:	Joseph J. Battaglia	
 	 	Title:	President	
          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	 	
Signature	 	Title	 	Date	 	

	 	

	 	

	 	
 	 	 	 	 	 	
*	 	President and Director	 	June 15, 2012	 	
 	 	(Principal Executive Officer)	 	 	 	

	 	 	 	 	 	
Joseph J. Battaglia	 	 	 	 	 	
 	 	 	 	 	 	
*	 	Senior Vice President and Chief
Financial Officer
(Principal Financial and
Accounting Officer)	 	June 15, 2012	 	

	 	 	 	 	 	 	 	
Dominick Nocera	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	
*	 	Director	 	June 15, 2012	 	 	 	

	 	 	 	 	 	 	 	
Patrick L. Alesia	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	
*	 	Director	 	June 15, 2012	 	 	 	

	 	 	 	 	 	 	 	
Ronald J. Kramer	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	
*	 	Director	 	June 15, 2012	 	 	 	

	 	 	 	 	 	 	 	
Douglas J. Wetmore	 	 	 	 	 	 	 	

* By: /s/ SETH L. KAPLAN	 	 	 	 	

	

	 	 	 	 	
Seth L. Kaplan, Attorney-in-Fact	 	 	 	 	
II-11

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 15, 2012.
 	 	 	 	
 	AMES TRUE TEMPER, INC.	
 	 	 	 	
 	By:	*	

	
 	 	Name:	Eugene C. Colleran	
 	 	Title:	Chief Executive Officer	
          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	 	
Signature	 	Title	 	Date	 	

	 	

	 	

	 	
 	 	 	 	 	 	
*	 	President, Chief Executive Officer	 	June 15, 2012	 	
 	 	and Director	 	 	 	

	 	(Principal Executive Officer)	 	 	 	
Eugene C. Colleran	 	 	 	 	 	
 	 	 	 	 	 	
*	 	Vice President and Chief Financial
Officer
(Principal Financial and Accounting
Officer)	 	June 15, 2012	 	

	 	 	 	 	 	 	 	
Marcus D. Hamilton	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	
*	 	Director	 	June 15, 2012	 	 	 	

	 	 	 	 	 	 	 	
Ronald J. Kramer	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	
*	 	Director	 	June 15, 2012	 	 	 	

	 	 	 	 	 	 	 	
Douglas J. Wetmore	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	
*	 	Director	 	June 15, 2012	 	 	 	

	 	 	 	 	 	 	 	
Patrick L. Alesia	 	 	 	 	 	 	 	

* By: /s/ SETH L. KAPLAN	 	 	 	 	

	

	 	 	 	 	
Seth L. Kaplan, Attorney-in-Fact	 	 	 	 	
II-12

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 15, 2012.
 	 	 	 	
 	ATT SOUTHERN, INC.	
 	 	 	 	
 	By:	*	

	
 	 	Name:	Eugene C. Colleran	
 	 	Title:	Chief Executive Officer	
          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	 	
Signature	 	Title	 	Date	 	

	 	

	 	

	 	
 	 	 	 	 	 	
*	 	Chief Executive Officer and Director	 	June 15, 2012	 	
 	 	(Principal Executive Officer)	 	 	 	

	 	 	 	 	 	
Eugene C. Colleran	 	 	 	 	 	
 	 	 	 	 	 	
*	 	Chief Financial Officer and	 	June 15, 2012	 	
 	 	Vice President	 	 	 	

	 	(Principal Financial and Accounting
Officer)	 	 	 	
Marcus D. Hamilton	 	 	 	 	 	
 	 	 	 	 	 	
*	 	Director	 	June 15, 2012	 	

	 	 	 	 	 	
Douglas J. Wetmore	 	 	 	 	 	
 	 	 	 	 	 	
*	 	Director	 	June 15, 2012	 	

	 	 	 	 	 	
Patrick L. Alesia	 	 	 	 	 	

* By: /s/ SETH L. KAPLAN	 	 	 	 	

	

	 	 	 	 	
Seth L. Kaplan, Attorney-in-Fact	 	 	 	 	
II-13

Exhibit 3.3

CERTIFICATE OF INCORPORATION
OF
CP PLASTICS, INC.
(subsequently renamed Clopay Building Products Company, Inc.)
*    *    *    *

                    1. Name. The name of the corporation is CP PLASTICS, INC.

                    2. Address; Registered Agent. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

                    3. Purposes. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

                    4. Shares. The total number of shares of stock which the corporation shall have authority to issue is One Hundred (100) and the par value of each of-such shares is One Cent ($.01), amounting in the aggregate to One Dollar ($1.00).

                    Subject to the provisions of this Certificate of Incorporation and except as otherwise provided by law, the stock of the corporation, regardless of class, may be

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issued for such consideration and for such corporate purposes as the Board of Directors may from time to time determine.

                    5. Name and Address of Incorporator. The name and mailing address of the sole incorporator is as follows:
 	 	 	 	 	 	 	
NAME	 	MAILING ADDRESS	

	 	

	
Kurt Giesler	 	c/o Cahill Gordon & Reindel	
 	 	80 Pine Street	
 	 	New York, New York 10005	
                    6. Existence. The corporation is to have perpetual existence.

                    7. Adoption. Amendment and/or Repeal of By-Laws. In furtherance and not in limitation of the powers conferred by. statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation;  provided ,  however , that nothing contained in the by-laws as so made, altered or repealed shall be inconsistent with this certificate of incorporation as in force from time to time.

                    8. Directors; Independent Director; Election of Directors; Meetings; Corporate Books. The number of directors of the corporation shall be three. Vacancies in the board of directors shall be filled as provided in

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the by-laws.

                    Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

                    9. Amendment and/or Repeal of Certificate. The corporation reserves the right to amend, alter or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

                    10. Compromises and Arrangements. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this

- 4 -

Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

- 5 -

                    I, THE UNDERSIGNED, being the incorporator herein-before named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 23 rd  day of June, 1986.
 	 	 	
 	/s/ Kurt Giesler	 	

	 	
 	Kurt Giesler	 	

Exhibit 3.4

BY-LAWS
OF
CLOPAY BUILDING PRODUCTS COMPANY, INC.

ARTICLE I
OFFICES

                    Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

                    Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

                    Section 1. All meetings of the stockholders for the election of directors shall be held at such place, within or without the State of Delaware, as may be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

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                    Section 2. Annual meetings of stockholders, commencing with the year 1986, shall be held at such time and on such day within the month of June of each year, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

                    Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

                    Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where

-3-

the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

                    Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

                    Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

                    Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

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                    Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

                    Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes

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or of the Certificate of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

                    Section 10. Unless otherwise provided in the Certificate of Incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

                    Section 11. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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ARTICLE III
DIRECTORS

                    Section 1. The number of directors which shall constitute the whole board shall be three. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

                    Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having

-7-

the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

                    Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

                    Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

                    Section 5. Regular annual meetings of the board of directors shall be held on ten days’ notice to each director, either personally or by mail or by telegram, at such time and at such place as shall from time to time be determined by the board.

                    Section 6. The first meeting of each newly elected board of directors shall be held at such time and place as

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shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

                    Section 7. Special meetings of the board may be called by the president on two days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

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                    Section 8. At all meetings of the board a majority of the total number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

                    Section 9. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

                    Section 10. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, members of the board of directors, or any committee designated by

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the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

                    Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more commit-tees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

                    In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

-11-

                    Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) amending the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) of the General Corporation Law of the State of Delaware fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), (ii) adopting an agreement of merger or consolidation, (iii) recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, (iv) recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, (v) amending the By-laws of the corporation, (vi) commencing a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the corporation or its

-12-

debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee receiver, liquidator, custodian or other similar official of the corporation or any substantial part of its property, (vii) consenting to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against the corporation or (viii) making a general assignment for the benefit of creditors; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to-adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

                    Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

                    Section 13. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of

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attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

                    Section 14. Unless otherwise restricted by the Certificate of- Incorporation or By-laws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV
NOTICES

                    Section 1. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these By-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the

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time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

                    Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these By-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V
OFFICERS

                    Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose one or more additional vice presidents and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these By-laws otherwise provide.

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                    Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, vice president, a secretary and a treasurer.

                    Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

                    Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

                    Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any the corporation shall be filled by the board of directors.

THE PRESIDENT

                    Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

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                    Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENT

                    Section 8. In the absence of the president or in the event of his or her inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

                    Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for

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that purpose and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he or she shall be. The secretary shall have custody of the corporate seal of the corporation and he or she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

                    Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

                    Section 11. The treasurer shall have the custody of

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the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

                    Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account Of all his or her transactions as treasurer and of the financial condition of the corporation.

                    Section 13. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the corporation.

                    Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order

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determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI
CERTIFICATES FOR SHARES

                    Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the president or a vice president and by the treasurer or an assistant treasurer, the secretary or an assistant secretary of the corporation.

                    Upon the face or back of each stock certificate issued to represent any partly paid shares, or upon the books and records of the corporation in the case of uncertificated partly paid shares, shall be set forth the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated.

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                    If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

                    Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates

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pursuant to Sections 151, 156, 202(a) or 218(a) of the General Corporation Law of the State of Delaware or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

                    Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

                    Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or

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destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

                    Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

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FIXING RECORD DATE

                    Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty or less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

                    Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as

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such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or snares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS

                    Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

                    Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation,

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or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

                    Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

                    Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

                    Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

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SEAL

                    Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

                    Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII
AMENDMENTS

                    Section 1. These By-laws may be altered, amended or repealed or new By-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the Certificate of Incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new By-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal

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By-laws is conferred upon the board of directors by the Certificate of Incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal By-laws.

Exhibit 3.5

CERTIFICATE OF INCORPORATION
OF
CP DOORS, INC.
(subsequently renamed Clopay Plastic Products Company, Inc.)
*    *    *    *

                    1. Name. The name of the corporation is CP DOORS, INC.

                    2. Address; Registered Agent. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

                    3. Purposes. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

                    4. Shares. The total number of shares of stock which the corporation shall have authority to issue is One Hundred (100) and the par value of each of such shares is One Cent ($.01), amounting in the aggregate to One Dollar ($1.00).

                    Subject to the provisions of this Certificate of Incorporation and except as otherwise provided by law, the

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stock of the corporation, regardless of class, may be issued for such consideration and for such corporate purposes as the Board of Directors may from time to time determine.

                    5. Name and Address of Incorporator. The name and mailing address of the sole incorporator is as follows:
 	 	 	 	 	 	 	
 	NAME	 	 	 	MAILING ADDRESS	 	

	 	 	 	

	 	
Kurt Giesler	 	c/o Cahill Gordon & Reindel	
 	 	80 Pine Street	
 	 	New York, New York 10005	
                    6. Existence. The corporation is to have perpetual existence.

                    7. Adoption, Amendment and/or Repeal of By-Laws. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation;  provided ,  however , that nothing contained in the by-laws as so made, altered or repealed shall be inconsistent with this certificate of incorporation as in force from time to time.

                    8. Directors: Independent Director; Election ofDirectors; Meetings; Corporate-Books. The number of directors of the corporation shall be three. Vacancies in the board of directors shall be filled as provided in the by-laws.

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                    Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision. contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

                    9. Amendment and/or Repeal of Certificate. The corporation reserves the right to amend, alter or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

                    10. Compromises and Arrangements. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on

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the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner  as  the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation,  as  the case may be, and also on this Corporation.

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                    I, THE UNDERSIGNED, being the incorporator herein-before named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 23 rd  day of June, 1986.
 	 	
 	/s/ Kurt Giesler	

	
 	     Kurt Giesler	

Exhibit 3.6

AMENDED 2/4/02

BY-LAWS OF
CLOPAY PLASTIC PRODUCTS COMPANY, INC.,

ARTICLE I
OFFICES

          Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

          Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

          Section 1. All meetings of the stockholders for the election of directors shall be held at such place, within or without the State of Delaware, as may be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware,  as  shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

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          Section 2. Annual meetings of stockholders, commencing with the year 1986, shall be held at such time and on such day within the month of June of each year, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

          Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

          Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the

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city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

                         Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

                    Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

                    Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

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                    Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

                    Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Certificate of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

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                    Section 10. Unless otherwise provided in the Certificate of Incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

                    Section 11. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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ARTICLE III
DIRECTORS

                    Section 1. The number of directors which shall constitute the whole board shall be three. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor  is  elected and qualified. Directors need not be stockholders.

                    Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then  in  office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in

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office.

                    Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

                    Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

                    Section 5. Regular annual meetings of the board of directors shall be held on ten days’ notice to each director, either personally or by mail or by telegram, at such time and at such place as shall from time to time be determined by the board.

                    Section 6. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be

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held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

                    Section 7. Special meetings of the board may be called by the president on two days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

                    Section 8. At all meetings of the board a majority of the total number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

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                    Section 9. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

                    Section 10. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

                    Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

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                    In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

                    Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) amending the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) of the General Corporation Law of the State of Delaware fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), (ii) adopting an agreement of merger or consolidation, (iii) recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, (iv) recommending to the stockholders a dissolution of the corporation or a

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revocation of a dissolution, (v) amending the By-laws of the corporation, (vi) commencing a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the corporation or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee receiver, liquidator, custodian or other similar official of the corporation or any substantial part of its property, (vii)consenting to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against the corporation or (viii) making a general assignment for the benefit of creditors; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

                    Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

                    Section 13. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, the board of directors shall have the authority to fix the

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compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

                    Section 14. Unless otherwise restricted by the Certificate of Incorporation or By-laws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV
NOTICES

                    Section 1. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

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                    Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these By-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V
OFFICERS

                    Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose one or more additional vice presidents and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these By-laws otherwise provide.

                    Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, vice president, a secretary and a treasurer.

                    Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

                    Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of

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directors.

                    Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any the corporation shall be filled by the board of directors.

THE PRESIDENT

                    Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

                    Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENT

                    Section 8. In the absence of the president or in the event of his or her inability or refusal to act, the vice president (or in the event there be more

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than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

                    Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he or she shall be. The secretary shall have custody of the corporate seal of the corporation and he or she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

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                    Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

                    Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

                    Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his or her transactions as treasurer and of the financial condition of the corporation.

- 17 -

                    Section 13. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the corporation.

                    Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI
CERTIFICATES FOR SHARES

                    Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the president or a vice

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president and by the treasurer or an assistant treasurer, the secretary or an assistant secretary of the corporation.

                    Upon the face or back of each stock certificate issued to represent any partly paid shares, or upon the books and records of the corporation in the case of uncertificated partly paid shares, shall be set forth the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated.

                    If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so

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requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

                    Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General Corporation Law of the State of Delaware or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

                    Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

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LOST CERTIFICATES

                    Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

                    Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person

- 21 -

entitled thereto, cancel the old certificate and record the instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

FIXING RECORD DATE

                    Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion  or  exchange any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty or less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

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REGISTERED STOCKHOLDERS

                    Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive such dividends, and to vote as owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS

                    Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

                    Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time,

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in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

                    Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

                    Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

                    Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

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SEAL

                    Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

                    Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII
AMENDMENTS

                    Section l. These By-Laws may be altered, amended or repealed or new By-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the Certificate of Incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new By-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal By-laws is conferred upon the board of directors by the Certificate of Incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal By-laws.

Exhibit 3.7

RESTATED CERTIFICATE OF INCORPORATION

-of-

TELEPHONICS CORPORATION

* * * * * *

          TELEPHONICS CORPORATION, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

          1. The name of the corporation is: TELEPHONICS CORPORATION. The name under which the corporation was originally incorporated in Delaware is INSTRUMENT SYSTEMS INTERNATIONAL, INC. The date of filing the corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware was July 31, 1968. On November 7, 1977, TELEPHONICS CORPORATION, a corporation organized and existing under the laws of the State of New York, merged with and into INSTRUMENT SYSTEMS INTERNATIONAL, INC., which upon such merger changed its name to TELEPHONICS CORPORATION.

          2. The text of the Certificate of Incorporation of the corporation as amended or supplemented herewith is hereby restated to read as herein set forth in full:

          FIRST: The name of the corporation is: TELEPHONICS CORPORATION.

          SECOND: The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is: The Corporation Trust Company.

          THIRD: The nature of the business or purposes to be conducted or promoted is:

Exhibit 3.7

          To engage in the manufacture, production, fabrication, building, assembling and other making, working and processing of precision, automatic and other instruments, controls, electronics and other devices, machinery, apparatus, tools, appliances, equipment and products; and to design, develop and carry on research and to prepare, make and use drawings, patterns, models, tools and experimental machinery devices and apparatus in respect of the same.

          To manufacture, purchase, design, produce, lease, create or otherwise acquire goods, wares, merchandise and personal property of every class and description, and to hold, own, use, sell, lease, mortgage, pledge, import, export, exchange, assign, transfer, invest or otherwise deal in and with the same.

          To purchase, lease, erect or otherwise acquire, hold, sell, exchange, mortgage, lease or otherwise dispose of, equip, maintain, improve or operate general offices, manufacturing establishments, machine shops, factories, laboratories, plants, warehouses, buildings, and other structures and facilities.

          FOURTH: The total number of shares of stock which the corporation shall have authority to issue is TWO HUNDRED (200) shares. All of such shares shall be without par value.

          FIFTH: The name and mailing address of each incorporator is as follows:
 	 	 	 	 	
 	NAME	 	ADDRESS	 	

	 	

	 	
 	 	 	 	 	
 	B. J. Consoño	 	100 West Tenth Street	 	
 	 	 	Wilmington, Delaware	 	
 	 	 	 	 	
 	F. J. Obara, Jr.	 	100 West Tenth Street	 	
 	 	 	Wilmington, Delaware	 	
 	 	 	 	 	
 	A. D. Grier	 	100 West Tenth Street	 	
 	 	 	Wilmington, Delaware	 	

Exhibit 3.7

          SIXTH: The corporation is to have perpetual existence.

          SEVENTH: In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

                    To make, alter or repeal the by-laws of the corporation.

                    To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

                    To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

                    By a majority of the whole board, to designate one or more committees, such committee to consist of two or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution or in the by-laws of the corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; provided, however, the by-laws may provide that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may

Exhibit 3.7

unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

                    When and as authorized by the affirmative vote of the holders of a majority of the stock issued and outstanding having voting power given at a stockholders’ meeting duly called upon such notice as is required by statute, or when authorized by the written consent of the holders of a majority of the voting stock issued and outstanding, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

          EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the

Exhibit 3.7

creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

          NINTH: Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

          TENTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

                    3. This Restated Certificate of Incorporation was duly adopted by vote of the stockholders in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, said TELEPHONICS CORPORATION, has caused its corporate seal to be hereto affixed and this Restated Certificate of Incorporation to be

Exhibit 3.7

signed by JOHN TRINGALI, its Executive Vice President, and attested by ALICE REINVELT, its Secretary, this 29th day of April, 1980.
 	 	 	 	 	 	
 	 	 	TELEPHONICS CORPORATION	
 	 	 	 	
 	 	 	By:	    /s/ John Tringali	 	

	 	
 	 	 	Name: John Tringali	 	
 	 	 	 	 	 	
ATTEST:	 	 	 	 	
 	 	 	 	 	 	
By:	  /s/ Alice Reinvelt	 	 	 	 	

	 	 	 	 	
 	Alice Reinvelt	 	 	 	 	
 	Secretary	 	 	 	 	

Exhibit 3.8

TELEPHONICS CORPORATION

(formerly: INSTRUMENT SYSTEMS INTERNATIONAL)

---ooOoo---

BY-LAWS

---ooOoo---

ARTICLE I
OFFICES

          Section 1. The registered office shall be in the City of Wilmington, County of New Castle, state of Delaware.

          Section 2. The corporation may also have offices at such other places both within and without the state of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

          Section 1. All meetings of the stockholders for the election of directors shall be held in the City of New York, state of New York, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the state of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the state of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

          Section 2. Annual meetings of stockholders, commencing with the year 1969, shall be held on the fifteenth day of July if not a legal holiday, and if a legal holiday, then on the next secular day following, at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

          Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than fifty days before the date of the meeting.

          Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and

1

Exhibit 3.8

showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of’ the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

          Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

          Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than fifty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

          Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

          Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

          Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

2

Exhibit 3.8

          Section 10. Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

          Section 11. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by any provision of the statutes, the meeting and vote of stockholders may be dispensed with if all of the stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken; or if the certificate of incorporation authorizes the action to be taken with the written consent of the holders of less than all of the stock who would have been entitled to vote upon the action if a meeting were held, then on the written consent of the stockholders having not less than such percentage of the number of votes as may be authorized in the certificate of incorporation; provided that in no case shall the written consent be by the holders of stock having less than the minimum percentage of the vote required by statute for the proposed corporate action, and provided that prompt notice must be given to all stockholders of the taking of corporate action without a meeting and by less than unanimous written consent.

ARTICLE III
DIRECTORS

          Section 1. The number of directors which shall constitute the whole board shall be three. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

          Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

          Section 3. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

3

Exhibit 3.8

MEETINGS OF THE BOARD OF DIRECTORS

          Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the state of Delaware.

          Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

          Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

          Section 7. Special meetings of the board may be called by the president on two days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

          Section 8. At all meetings of the board two directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

          Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

COMMITTEES OF DIRECTORS

          Section 10. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution, shall have and may exercise the powers of the board of directors in the

4

Exhibit 3.8

management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; provided, however, that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

          Section 11. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

          Section 12. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

INDEMNIFICATION PROVISION

          Section 13. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened pending or completed action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or an agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the defense or settlement of such action, suit or proceeding, to the fullest extent and in the manner set forth in and permitted by the General Corporation Law of the State of Delaware, as from time to time in effect, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which such director, officer, employee or agent may be entitled and shall inure to the benefit of the heirs, executors and administrators of each such person.

          The foregoing provisions of this Article shall be deemed to be a contract between the corporation and each director, officer, employee or agent who serves in such capacity at any time while this Article, and the relevant provisions of the General Corporation Law of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore of thereafter brought or threatened based in whole or in part upon any such state of facts.

5

Exhibit 3.8

ARTICLE IV
NOTICES

          Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

          Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V
OFFICERS

          Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a chairman of the board, a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

          Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a chairman of the board from among the directors, and shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

          Any two or more offices may be held by the same person, except the offices of president and secretary.

          Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

          Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

          Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of’ the corporation shall be filled by the board of directors.

6

Exhibit 3.8

CHAIRMAN OF THE BOARD

          Section 6. The chairman of the board shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and directors, shall be ex officio a member of all standing committees, shall have general and active management of the business of the corporation, shall see that all orders and resolutions of the board are carried into effect and shall perform such other duties as the board of directors shall prescribe.

THE PRESIDENT

          Section 7. The president shall see that all orders and resolutions of the board of directors are carried into effect.

          Section 8. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENTS

          Section 9. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

          Section 10. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

7

Exhibit 3.8

          Section 11. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

          Section 12. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

          Section 13. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

          Section 14. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

          Section 15. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI
CERTIFICATES OF STOCK

          Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

8

Exhibit 3.8

          Section 2. Where a certificate is countersigned (1) by a transfer agent other than the corporation or its employee or (2) by a registrar other than the corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

          Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFERS OF STOCK

          Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

          Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

9

Exhibit 3.8

REGISTERED STOCKHOLDERS

          Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII
GENERAL PROVISIONS DIVIDENDS

          Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

          Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

          Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

          Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

          Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

10

Exhibit 3.8

SEAL

          Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII
AMENDMENTS

          Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting.

11

Exhibit 3.9

CERTIFICATE OF INCORPORATION

OF

HM AMES TOOL COMPANY

FIRST:  The name of the Corporation is HM Ames Tool Company (hereinafter
sometimes called the "Corporation").

SECOND: The address of the registered office of the Corporation in the
State of Delaware is 306 South State Street, in the City of Dover, County of
Kent. The name of its registered agent at that address is the United States
Corporation Company.

THIRD:  The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware as set forth in Title 8 of the Delaware Code (the "GCL").

FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is One Hundred, One Thousand
(101,000) shares of which One Thousand (1,000) shares having a par value of One
Dollar ($1.00) per share shall be of a class designated "Common Stock" and One
Hundred Thousand (100,000) shares

any class or any other series of Preferred Stock and, if so, the terms and
conditions of such conversion or exchange, including the method of adjusting
the rates of conversion or exchange in the event of a stock split, stock
dividend, combination of shares or similar event;

(7) Whether the shares of that series shall have voting rights, in
addition to the voting rights provided by law and, if so, the terms of such
voting rights;

(8) Whether the issuance of any additional shares of such series, or
of any shares of any other series, shall be subject to restriction as to
issuance, or as to the powers, preferences or rights of any such other series;

(9) Any other preferences, privileges and powers, and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions of such series, as the Board of Directors may deem advisable and
as shall not be inconsistent with the provisions of this Certificate of
Incorporation and to the full extent now or hereafter permitted by the laws of
Delaware.

(c) Payment of dividends shall be as follows:

(1) The holders of Preferred Stock of each series, in preference to
the holders of the Common Stock, shall be entitled to receive, as and when
declared by the Board of Directors out of funds legally available therefor,

4

cash dividends, at the rate for such series fixed in accordance with the
provisions of Paragraph 1(b)(2) of this Article FOURTH and no more;

(2) No dividend shall be paid upon, or declared or set aside for,
any share of Preferred Stock with respect to any dividend period unless at the
same time a like proportionate dividend with respect to the same dividend
period, ratably in proportion to the respective annual dividend rates fixed
therefor, shall be paid upon, or declared and set apart for, all shares of
Preferred Stock of all series then issued and outstanding and entitled to
receive such dividend;

(3) So long as any shares of Preferred Stock shall be outstanding,
in no event shall any dividend, whether in cash or property, be paid or
declared, nor shall any distribution be made, on the Common Stock, nor shall any
shares of the Common Stock be purchased, redeemed or otherwise acquired for
value by the Corporation, unless all dividends on all cumulative series of
Preferred Stock with respect to all past dividend periods and unless all
dividends on all series of Preferred Stock for the then current dividend period
shall have been paid or declared, and provided for, and unless the Corporation
shall not be in default with respect to any of its obligations with respect to
any sinking

5

fund for any series of Preferred Stock. The foregoing provisions of this
Subparagraph (3) shall not, however, apply to a dividend payable in Common
Stock;

(4) No dividends shall be deemed to have accrued on any share of
Preferred Stock of any series with respect to any period prior to the date of
original issue of such share or the dividend payment date immediately preceding
or following such date of original issue, as may be provided in the resolution
or resolutions of the Board of Directors creating such series. The Preferred
Stock shall not be entitled to participate in any dividends declared and paid on
the Common Stock, whether payable in cash, stock or otherwise. Accruals of
dividends shall not bear interest.

(d) In the event of any voluntary or involuntary liquidation,
dissolution, distribution of assets or winding-up of the Corporation, the
holders of the shares of each series of the Preferred Stock then outstanding
shall be entitled to receive out of the net assets of the Corporation, but only
in accordance with the preferences, if any, provided for such series, before any
distribution or payment shall be made to the holders of the Common Stock, the
amount per share fixed by the resolutions of the Board of Directors to be
received by the holders of each such share on such

6

voluntary or involuntary liquidation, dissolution, distribution of assets or
winding-up, as the case may be. If such payment shall have been made in full, to
the holders of all outstanding Preferred Stock of all series, or duly provided
for, the remaining assets of the Corporation shall be available for distribution
among the holders of the Common Stock (as provided in Paragraph II(b) of this
Article FOURTH). If upon any such liquidation, dissolution, distribution of
assets of winding-up, the net assets of the Corporation available for
distribution among the holders of any one or more series of the Preferred Stock
which (i) are entitled to a preference over the holders of the Common Stock upon
such liquidation, dissolution, distribution of assets or winding-up, and (ii)
rank equally in connection therewith, shall be insufficient to make payment in
full of the preferential amount to which the holders of such shares shall be
entitled, then such assets shall be distributed among the holders of each such
series of the Preferred Stock ratably according to the respective amounts to
which they would be entitled in respect of the shares held by them upon such
distribution if all amounts payable on or with respect to such shares were paid
in full.

Neither the consolidation or merger of the Corporation, nor the sale,
lease or conveyance (whether for

7

cash, securities or other property) of all or part of its assets, shall be
deemed a liquidation, dissolution, distribution of assets or winding-up of the
Corporation within the meaning of the foregoing provisions.

(e) Except to the extent otherwise required by law or provided in the
resolution or resolutions of the Board of Directors adopted pursuant to
authority granted in this Paragraph I of Article FOURTH, the shares of Preferred
Stock shall have no voting power with respect to any matter whatsoever.

In no event shall the Preferred Stock be entitled to more than one vote
in respect of each share of stock.

(f) Shares of Preferred Stock which have been redeemed, converted,
exchanged, purchased, retired or surrendered to the Corporation, or which have
been reacquired in any manner, shall have the status of authorized and unissued
Preferred Stock and may be reissued by the Board of Directors as shares of the
same or any other series.

II. COMMON STOCK

(a) After the requirements with respect to preferential dividends, if
any, on the Preferred Stock (fixed pursuant to Paragraph I(b)(2) and as further
provided for in Paragraph I(c), both of this Article FOURTH) shall have been
met, and after the Corporation shall have complied with

8

all requirements, if any, with respect to the setting aside of sums in a sinking
fund for the purchase or redemption of shares of any series of Preferred Stock
(fixed pursuant to Paragraph I(b)(4) of this Article FOURTH), then and not
otherwise, the holders of Common Stock shall receive, to the extent permitted by
law, such dividends as may be declared from time to time by the Board of
Directors:

(b) After distribution in full of the preferential amount, if any
(fixed pursuant to Paragraph I(b)(5) of this Article FOURTH) to be distributed
to the holders of Preferred Stock, in the event of the voluntary or involuntary
liquidation, dissolution, distribution of assets or winding-up of the
Corporation, the holders of the Common Stock shall be entitled to receive all
the remaining assets of the Corporation of whatever kind available for
distribution to stockholders ratably in proportion to the number of shares of
Common Stock held by them respectively;

(c) Except as may be otherwise required by law or by this Certificate
of Incorporation, each holder of Common Stock shall have one vote in respect of
each share of such Stock held by him on all matters voted upon by the
stockholders.

9

FIFTH: The name and mailing address of the Sole Incorporator are as
follows:

Name                               Mailing Address
----                               ---------------
Julie Frye                            919 Third Avenue
New York, New York 10022

SIXTH:  The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

(1) The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors.

(2) The directors shall have concurrent power with the stockholders to
make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

(3) The number of directors of the Corporation shall be as from time to
time fixed by, or in the manner provided in, the By-Laws of the Corporation.
Election of directors need not be by written ballot unless the By-Laws so
provide.

(4) In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to
exercise

10

all such powers and do all such acts and things as may be exercised or done
by the Corporation, subject, nevertheless, to the provisions of the statutes
of Delaware, this Certificate of Incorporation, and any By-Laws adopted by
the stockholders; provided, however, that no By-Laws hereafter adopted by
the stockholders shall invalidate any prior act of the directors which would
have been valid if such By-Laws had not been adopted.

SEVENTH: Meetings of stockholders may be held within or without the
State of Delaware, as the By-Laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the By-Laws of the Corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
appli-

11

cation of any receiver or receivers appointed for this Corporation under the
provisions of Section 291 of the GCL or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of the GCL, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation

NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or

12

thereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the GCL, do make this Certificate,
hereby declaring and certifying that this is my act and deed and the facts
herein stated are true, and accordingly have hereunto set my hand this 29th day
of January, 1981.

/s/ Julie Frye
-----------------
Sole Incorporator

13

CERTIFICATE OF DESIGNATION, PREFERENCES
AND RIGHTS OF SERIES A PREFERRED STOCK

OF

HM Ames Tool Company

Pursuant to Section 151 of the
General Corporation Law of the State of Delaware

THOMAS L. SEIFERT, Vice president of HM Ames Tool Company, a Delaware
corporation (the "Corporation"), pursuant to the provisions of Section 151 of
the General Corporation Law of the State of Delaware, does hereby certify that
pursuant to the authority expressly vested in the Board of Directors of the
Corporation {the "Board of Directors") by the Certificate of Incorporation of
the Corporation (the "Certificate of Incorporation"), the Board of Directors, at
a meeting thereof duly held on January 30, 1981, at which meeting a quorum was
present, duly adopted the following resolutions providing for the issuance of a
series of shares of Preferred Stock as hereinafter described, and further
providing for the designation of such series and the powers, preferences and
rights of the shares of such series, and the qualifications, limitations and
restric-

tions thereof, in addition to those set forth in the Certificate of
incorporation, all in accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware:

"RESOLVED, that the designation, powers, preferences and rights of the
shares of Preferred Stock, par value $100 per share, of the Corporation, and the
qualifications, limitations and restrictions thereof, in addition to those set
forth in the Certificate of Incorporation of the Corporation, shall be as
follows:

(a) One hundred thousand (100,000) shares of such Preferred Stock
shall be designated as "Series A Preferred Stock."

(b) The holders of Series A Preferred Stock shall be entitled to
receive dividends in cash at the rate per share of $12 per annum, and no
more, which dividends, if decided, shall be payable quarterly on the
first days (the "Dividend Dates") of February, May, August and November,
respectively, of each year, commencing on the first of the Dividend
Dates occurring at least ten (10) days after the date of original issue
of such share (its "Original Issue Date"), and, if not declared, shall
be cumulative from the Original Issue Date.

(c) Any share of Series A Preferred Stock may be redeemed at the
option of the Corporation by resolution of its Board of Directors, at
any time and from time to time on or after the fifth anniversary of its
Original Issue Date, at the redemption price of $100 per share, in each
case plus an amount equal to any accumulated and unpaid dividends
thereon to the date fixed for redemption. In the event that

2

at any time less than all of the issued and outstanding shares of the
Series A Preferred Stock are to be redeemed, the shares to be redeemed
may be selected pro rata, or by lot, or by such other equitable method
as may be determined by the Board of Directors of the Corporation.
Notice of any such redemption, specifying the time and place of
redemption, shall be mailed or caused to be mailed by the Corporation,
addressed to each holder of record of Series A Preferred Stock to be
redeemed, at his last address appearing on the books of the Corporation,
at least thirty (30) days prior to the date designated for redemption.
If lees than all of the shares of the Series A Preferred Stock owned by
such holder are then to be redeemed, the notice shall also specify the
number of shares thereof which are to be redeemed and the number or
numbers of the certificate or certificates representing such shares. If
such notice of redemption shall have been duly mailed to a holder of
shares of Series A Preferred Stock to be redeemed, or irrevocable
instructions to effect such mailing shall have been given to the
transfer agent or agents, if any, for such Series A Preferred Stock, and
if on or before the redemption date named in such notice all funds
necessary for such redemption shall have been set aside by the
Corporation in trust for the account of such holder, so as to be
available therefor, then, from and after the mailing of such notice or
the giving of such irrevocable instructions and the setting aside of
such funds, notwithstanding that any certificate for shares of Series A
Preferred Stock so called for redemption shall not have been surrendered
for cancellation, the shares so called for redemption shall no longer be
deemed outstanding, and the holder of any such certificate shall have
with respect to such shares no rights in or

3

with respect to the Corporation except the right to receive the
redemption price of such shares, without interest, plus an amount equal
to any accumulated and unpaid dividends thereon to the date fixed for
redemption, upon the surrender of such certificate; and after the date
designated for redemption, such shares shall not be transferable on the
books of the Corporation.

(d) In the event of any liquidation, dissolution, distribution of
assets or winding up of the Corporation, whether voluntary or
involuntary, before any distribution or payment shall be made to any
holder of one or more shares of the Common Stock in the nature of a
distribution of the assets of the Corporation, each of the holders of
the Series A Preferred Stock shall be entitled to receive $100 per share
of Series A Preferred Stock held by such holder, plus an amount equal to
any accumulated and unpaid dividends thereon to the date of payment.

(e) No share of the Series A Preferred Stock shall be convertible
into or exchangeable for any other security at the option of either the
Corporation or the holder of such share.

(f) The holders of shares of the Series A Preferred Stock shall not
be entitled to the benefit of any sinking fund to be applied to the
possible redemption of such shares."

IN WITNESS WHEREOF, the Corporation has duly caused this Certificate to
be executed on its behalf by

4

its Vice president and attested by its Assistant Secretary, this 25th day of
March, 1981.

HM Ames Tool Company

By: /s/ Thomas L. Seifert
-----------------------
Thomas L. Seifert,
Vice President

ATTEST:

/s/ Edward D. Collins
---------------------
Edward D. Collins
Assistant Secretary

5

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

HM Ames Tool Company

Pursuant to Section 242 of the General
Corporation Law of the State of Delaware

THOMAS L. SEIFERT, Vice President of HM Ames Tool Company (the
"Corporation") does hereby certify as follows:

1. That the Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation") was filed in the office of the Secretary of
State of the State of Delaware on the 30th day of January, 1981.

2. Article "FIRST" of the Certificate of Incorporation is hereby amended
in its entirety to read as follows:

"FIRST: The name of the corporation is O. AMES CO. (hereinafter
sometimes called the "Corporation")."

3. That such amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware by the

written consent, in accordance with the provisions of Section 228 of such
statute, of the sole stockholder entitled to vote on such amendment.

IN WITNESS WHEREOF, the Corporation has duly caused this Certificate of
Amendment to be executed on its behalf by its Vice President and attested by its
Assistant Secretary, this 25th day of March, 1981.

HM Ames Tool Company

By: /s/ Thomas L. Seifert
----------------------
Thomas L. Seifert,
Vice President

ATTEST:

/s/ Edward D. Collins
----------------------
Edward D. Collins
Assistant Secretary

2

FILED

JUL 29 1981 11:20 AM

[ILLEGIBLE]
SECRETARY OF STATE

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

O. AMES CO.

Pursuant to Section 242 of the General
Corporation Law of the State of Delaware

THOMAS L. SEIFERT, Vice President of O. Ames Co. (the "Corporation"),
does hereby certify as follows:

1. The Certificate of Incorporation of the Corporation (the "Certificate
of Incorporation") was filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on the 30th day of January, 1981.
The Corporation was originally incorporated under the name of HM Ames Tool
Company.

2. Article "FOURTH" of the Certificate of Incorporation is hereby
amended in its entirety to read as follows:

"FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is one hundred and one thousand
(101,000), of which one thousand (1,000) shares having a par value of One Dollar

($1.00) per share shall be of a class designated as "Common Stock", and one
hundred thousand (100,000) shares having a par value of One Hundred Dollars
($100) per share shall be of a class designated as "Series A Preferred Stock".

The designations, voting powers, preferences, and optional or other
special rights, and the qualifications, limitations, or restrictions, of the
aforementioned classes of stock shall be as follows:

(1) Series A Preferred Stock.

(a) Shares of the Series A Preferred Stock shall be issued at such time
or times and for such consideration or considerations as the Board of
Directors may determine. All shares of Series A Preferred Stock shall be of
equal rank and identical in all respects.

(b) The holders of Series A Preferred Stock shall be entitled to receive
dividends in cash, when and as declared by the Board of Directors of the
Corporation out of funds legally available therefor, at the rate per share
of $120 per annum, and no more, which dividends, if declared, shall be
payable on and after October 1, 1981 on each issued and outstanding share of
Series A Preferred Stock semiannually on the first days (the "Dividend
Dates") of April and October, respectively, of each year, commencing on the
first of the Dividend

2

Dates occurring at least ten (10) days after the date of original issue of
such share (its "Original Issue Date"), and shall, if not declared, be
cumulative, without interest, from the Original Issue Date.

(c) Any share of Series A Preferred Stock may be redeemed at the option
of the Corporation by resolution of its Board of Directors, at any time and
from time to time on or after the fifth anniversary of its Original Issue
Date, at the redemption price of $100 per share, in each case plus an amount
equal to any accumulated and unpaid dividends thereon to the date fixed for
redemption. In the event that at any time less than all of the issued and
outstanding shares of the Series A Preferred Stock are to be redeemed, the
shares to be redeemed may be selected pro rata, or by lot, or by such other
equitable method as may be determined by the Board of Directors of the
Corporation. Notice of any such redemption, specifying the time and place of
redemption, shall be mailed or caused to be mailed by the Corporation,
addressed to each holder of record of Series A Preferred Stock to be
redeemed, at his last address appearing on the books of the Corporation, at
least thirty (30) days prior to the date designated for redemption. If less
than all of the shares of the Series A Preferred

3

Stock owned by such holder are then to be redeemed, the notice shall also
specify the number of shares thereof which are to be redeemed and the number
or numbers of the certificate or certificates representing such shares. If
such notice of redemption shall have been duly mailed to a holder of shares
of Series A Preferred Stock to be redeemed, or irrevocable instructions to
effect such mailing shall have been given to the transfer agent or agents,
if any, for such Series A Preferred Stock, and if on or before the
redemption date named in such notice all funds necessary for such redemption
shall have been set aside by the Corporation in trust for the account of
such holder, so as to be available therefor, then, from and after the
mailing of such notice or the giving of such irrevocable instructions and
the setting aside of such funds, notwithstanding that any certificate for
shares of Series A Preferred Stock so called for redemption shall not have
been surrendered for cancellation, the shares so called for redemption shall
no longer be deemed outstanding, and the holder of any such certificate
shall have with respect to such shares no rights in or with respect to the
Corporation except the right to receive the redemption price of such shares,
without

4

interest, plus an amount equal to any accumulated and unpaid dividends
thereon to the date fixed for redemption, upon the surrender of such
certificate; and after the date designated for redemption, such shares shall
not be transferable on the books of the Corporation.

(d) In the event of any liquidation, dissolution, distribution of assets
or winding up of the Corporation, whether voluntary or involuntary, before
any distribution or payment shall be made to any holder of one or more
shares of the Common Stock in the nature of a distribution of the assets of
the Corporation, each of the holders of the Series A Preferred Stock shall
be entitled to receive $100 per share of Series A Preferred Stock held by
such holder, plus an amount equal to any accumulated and unpaid dividends
thereon to the date of payment.

In the event that the assets of the Corporation available for
distribution to the holders of shares of the Series A Preferred Stock upon
any voluntary or involuntary liquidation, dissolution, distribution of
assets or winding up of the Corporation shall be insufficient to pay in full
all amounts to which such holders are entitled pursuant to the immediately
preceding

5

paragraph, proportionate distributive amounts shall be paid ratably on
account of the issued and outstanding shares of the Series A Preferred
Stock.

Neither the consolidation or merger of the Corporation, nor the sale,
lease or conveyance (whether for cash, securities or other property) of all
or part of its assets, shall be deemed a liquidation, dissolution,
distribution of assets or winding up of the Corporation for purposes of
Paragraphs (1)(d) or (2)(b) of this Article FOURTH.

(e) No share of the Series A Preferred Stock shall be convertible into
any other security at the option of either the Corporation or the holder of
such share.

(f) The holders of shares of the Series A Preferred Stock shall not be
entitled to the benefit of any sinking fund to be applied to the possible
redemption of such shares.

(g) Except as may be otherwise required by law, the holders of Series A
Preferred Stock shall not be entitled to vote at any meeting of stockholders
or election of members of the Board of Directors of the Corporation, or
otherwise to participate in any matter or issue to be determined by vote or
consent of stockholders of the Corporation.

6

(2) Common Stock.

(a) After the requirements with respect to preferential dividends on the
Series A Preferred Stock (as provided for in Paragraph (1)(b) of this
Article FOURTH) shall have been met, then and not otherwise the holders of
Common Stock shall be entitled to receive, to the extent permitted by law,
such dividends as may be declared from time to time by the Board of
Directors; provided, that dividends in cash, if declared, shall be payable
on each issued and outstanding share of Common Stock on the Dividend Dates
(as defined in Paragraph (1)(b) of this Article FOURTH).

(b) After distribution in full of the preferential amounts (as provided
in Paragraph (1)(d) of this Article FOURTH) to be distributed to the
holders of Series A Preferred Stock in the event of the voluntary or
involuntary liquidation, dissolution, distribution of assets or winding up
of the Corporation, then and not otherwise the holders of the Common Stock
shall be entitled to receive all of the remaining assets of the Corporation,
of whatever kind available for distribution to stockholders, ratably in
proportion to the number of shares of Common Stock respectively held by
them.

7

(c) Except as may be otherwise required by law, each holder of Common
Stock shall have one vote in respect of each share of such Common Stock
held by him on all matters voted upon by the stockholders."

4. Such amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware, by the written consent, in accordance with the provisions of Section
228 of such statute, of all outstanding stock of each class entitled to vote on
such amendment.

IN WITNESS WHEREOF, the Corporation has duly caused this Certificate
of Amendment to be executed on its behalf by its Vice President and attested by
its Assistant Secretary, this 30th day of June, 1981.

O. AMES CO.

By: /s/ Thomas L. Seifert
----------------------
Thomas L. Seifert,
Vice President

ATTEST:

/s/ John G. Raos
----------------
John G. Raos,
Assistant Secretary

8

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 09/28/1990
902745078 - 907403

CERTIFICATE OF MERGER

OF

AMES HANDLE CO.
(a New York corporation)

INTO

O. AMES CO.
(a Delaware corporation)

Under Section 252 of the
General Corporation Law of
The State of Delaware

Pursuant to Section 252 of the General Corporation Law of the State of
Delaware, O. AMES CO., a Delaware corporation, hereby certifies the following
information relating to the merger of AMES HANDLE CO., a New York corporation,
with and into O. AMES CO. (the "Merger").

1. The names and states of incorporation of O. AMES CO. and AMES HANDLE
CO., which are the constituent corporations in this Merger (the "Constituent
Corporations"), are:

Name                         State
----                         -----

O. AMES CO.                     Delaware
AMES HANDLE CO.                 New York

2. The Agreement and Plan of Merger, dated as of September 28, 1990 (the
"Merger Agreement"), among AMES HANDLE CO., O. AMES CO., and certain other
direct and indirect subsidiaries of O. AMES CO., setting forth the terms and
conditions of the Merger, has been approved,

adopted, certified, executed and acknowledged by each of the corporations party
to the Merger Agreement in accordance with the provisions of Section 252 of the
General Corporation Law of the State of Delaware.

3. The name of the corporation surviving the Merger is "O. AMES CO."
(the "Surviving Corporation").

4. Pursuant to the Merger Agreement, the Certificate of Incorporation of
O. AMES CO. shall be the Certificate of Incorporation of the Surviving
Corporation.

5. The executed Merger Agreement is on file at the principal place of
business of the Surviving Corporation, which is located at 99 Wood Avenue South,
Iselin, New Jersey 08830.

6. A copy of the Merger Agreement will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of either of the
Constituent Corporations.

2

7. The Merger shall become effective on September 29, 1990, as
specified in the Merger Agreement.

IN WITNESS WHEREOF, this Certificate of Merger has been executed as of
the 29th day of September, 1990.

O. AMES CO.

By: [ILLEGIBLE]
---------------
Vice President

ATTEST:

/s/ Steven C. Barre
-------------------
Steven C. Barre
Assistant Secretary

3

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:30 PM 09/30/1994
944186328 - 907403

CERTIFICATE OF MERGER OF

GARANT CORPORATION
(A NEW HAMPSHIRE CORPORATION)

INTO

O. AMES CO.
(A DELAWARE CORPORATION)

UNDER SECTION 252 OF THE
GENERAL CORPORATION LAW OF
THE STATE OF DELAWARE

Pursuant to Section 252 of the General Corporation Law of the State of
Delaware, O. Ames Co., a Delaware corporation, hereby certifies the following
information relating to the merger of Garant Corporation, a New Hampshire
corporation having authorized capital of 300 common shares, without par value,
and 300 preferred shares, with par value of $1,000 per share, with and into O.
Ames Co. (the "Merger").

1. The names and states of incorporation of the constituent corporations
in this Merger (the "Constituent Corporations") are:

Name                     State
----                     -----

Garant Corporation         New Hampshire
O. Ames Co.                Delaware

2. The Agreement and Plan of Merger, dated as of September 29, 1994 (the
"Merger Agreement"), between the Constituent Corporations, setting forth the
terms and conditions of the Merger, has been approved, adopted, certified,
executed and acknowledged by each of the Constituent Corporations in accordance
with the provisions of Section 252 of the General Corporation Law of the State
of Delaware.

3. The name of the corporation surviving the Merger is "O. Ames Co."
(the "Surviving Corporation").

4. Pursuant to the Merger Agreement, the Certificate of Incorporation of
O. Ames Co. shall continue as the Certificate of Incorporation of the Surviving
Corporation.

5. The executed Merger Agreement is on file at the principal place of
business of the Surviving Corporation, which is located at 3801 Camden Avenue,
Parkersburg, WV 26101.

6. A copy of the Merger Agreement will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of either of the
Constituent Corporations.

7. The Merger shall become effective on October 1, 1994, as specified in
the Merger Agreement.

IN WITNESS WHEREOF, this Certificate of Merger has been executed as of
the 29th day of September, 1994.

O. AMES CO.

By: /s/ George H. Hempstead, III
-----------------------------
George H. Hempstead, III
Vice President

ATTEST:

/s/ Steven C. Barre
-------------------
Steven C. Barre
Assistant Secretary

2

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:35 AM 09/29/2000
001492994 - 0907403

CERTIFICATE OF MERGER
OF
TRUE TEMPER HARDWARE COMPANY
INTO
O. AMES CO.

(Under Section 251 of the General Corporation Law
of the State of Delaware)

O. AMES CO., a Delaware corporation hereby certifies that:

(1)  The name and state of incorporation of each of the constituent
corporations are:

(a) O. Ames Co., a Delaware corporation; and

(b) True Temper Hardware Company, a Delaware corporation.

(2)  An Agreement and Plan of Merger has been approved, adopted,
certified, executed and acknowledged by each of the aforesaid constituent
corporations in accordance with the provisions of subsection (c) of Section 251
of the General Corporation Law of the State of Delaware in the same manner as is
provided in Section 251 of the General Corporation Law of the State of Delaware.

(3)  The name of the surviving corporation in the merger herein certified
is O. Ames Co., which will continue its existence as said surviving corporation
under the name Ames True Temper, Inc. upon the effective date of said merger
pursuant to the provisions of the General Corporation Law of the State of
Delaware.

(4)  The certificate of incorporation of O. Ames Co, is to be amended and
changed by reason of the merger herein certified by striking out the First
Article thereof relating to the name and by substituting in lieu thereof the
following Article:

"FIRST: The name of the corporation is Ames True Temper, Inc."

(5)  The executed Agreement and Plan of Merger is on file at the place of
business of the surviving corporation at 2200 W. Commercial Blvd., Suite 202,
Ft. Lauderdale, FL 33309.

(6)  A copy of the Agreement and Plan of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.

(7)  This Certificate of Merger shall be effective on October 1, 2000.

IN WITNESS WHEREOF, O. Ames Co., a Delaware corporation, has caused this
certificate to be signed by Alan Schutzman, an authorized officer thereof, on
the 29th day of September, 2000.

O. AMES CO.

By: /s/ Alan Schutzman
-------------------
Name:  Alan Schutzman
Title: Vice President

-2-

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:45 PM 01/04/2002
020024906 - 0907403

CERTIFICATE OF MERGER

OF

ATT ACQUISITION CO.

WITH AND INTO

AMES TRUE TEMPER, INC.

___________________________

PURSUANT TO SECTION 251
OF
THE DELAWARE GENERAL CORPORATION LAW
___________________________

THE UNDERSIGNED, AMES TRUE TEMPER, INC., a Delaware corporation ("ATT"),
in connection with the merger of ATT ACQUISITION CO., a Delaware corporation
("Acquisition Co."), with and into ATT (the "Merger"), hereby certifies as
follows:

FIRST: The name and the state of incorporation of each of the constituent
corporations is:

Name                           State of Incorporation
----                           ----------------------

Ames True Temper, Inc.                Delaware

ATT Acquisition Co.                   Delaware

SECOND: An Agreement and Plan of Merger relating to the Merger (the
"Merger Agreement") has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with Section
251 of the General Corporation Law of the State of Delaware ("DGCL").

THIRD: The name of the surviving corporation is Ames True Temper, Inc.

FOURTH: The Certificate of Incorporation of ATT in effect immediately
prior to the filing of this Certificate of Merger shall constitute the
certificate of incorporation of the surviving corporation until hereafter
amended in accordance with the applicable provisions of the DGCL.

FIFTH: The executed Merger Agreement is on file at the principal place of
business of the surviving corporation at 465 Railroad Avenue Camp Hill, PA
17011-8959.

SIXTH: A copy of the Merger Agreement will be furnished by the surviving
corporation, on request and without cost, to any stockholder of either
constituent corporation.

SEVENTH: The merger shall be effective upon the filing of this Certificate
of Merger with the Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned corporation has duly executed this
Certificate, this 14th day of January, 2002.

AMES TRUE TEMPER, INC.

By: /s/ Michael Solot
---------------------------------
Name:  Michael Solot
Title: President

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:00 PM 04/24/2002
020261099 - 0907403

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

IXL MANUFACTURING COMPANY, INC.,
A MISSOURI CORPORATION

WITH AND INTO

AMES TRUE TEMPER, INC.,
A DELAWARE CORPORATION

___________________________

PURSUANT TO SECTION 253
OF
THE DELAWARE GENERAL CORPORATION LAW
___________________________

THE UNDERSIGNED, AMES TRUE TEMPER, INC., a Delaware corporation ("ATT"),
in connection with the merger of IXL MANUFACTURING COMPANY, INC., a Missouri
corporation ("IXL"), with and into ATT, hereby certifies as follows:

FIRST: That ATT was incorporated on the 30th day of January, 1981,
pursuant to the General Corporation Law of the State of Delaware under the name
HM Ames Tool Company.

SECOND: That ATT owns all of the outstanding shares of the capital stock
of IXL, a corporation organized and existing under the laws of the State of
Missouri.

THIRD; That the merger shall be effective as of April 29, 2002.

FOURTH: That ATT, by the following resolutions of its Board of Directors,
duly adopted by written consent of its sole member, filed with the minutes of
the Board of Directors on the 17th day of January, 2002, determined to merge
into itself IXL.

RESOLVED, that the merger of IXL Manufacturing Company, Inc., a
Missouri Corporation ("IXL"), with and into ATT is hereby authorized
and approved and

in accordance therewith, ATT assumes all of the liabilities and
obligations of IXL; and

FURTHER RESOLVED, the merger shall be effective as of April 29,
2002.

FURTHER RESOLVED, that Michael J. Solot, the President of ATT, be
and hereby is authorized, directed and empowered to make and execute a
Certificate of Ownership and Merger setting forth the terms of the
Merger EFFECTED thereby, and to cause the same to be filed with the
Secretary of State of Delaware and to do all acts and things
whatsoever, whether within or without the State of Delaware, which may
be in any way necessary or proper to effect said merger.

IN WITNESS WHEREOF, the undersigned corporation has duly executed this
Certificate, this 24th day of January, 2002.

AMES TRUE TEMPER, INC.

By:  s/ Michael Solot
---------------------------------
Name:  Michael Solot
Title: President

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

AMES PLANTER, INC.,
A DELAWARE CORPORATION

WITH AND INTO

AMES TRUE TEMPER, INC.,
A DELAWARE CORPORATION

___________________________

PURSUANT TO SECTION 253
OF
THE DELAWARE GENERAL CORPORATION LAW
___________________________

THE UNDERSIGNED, AMES TRUE TEMPER, INC., a Delaware corporation ("ATT"),
in connection with the merger of AMES PLANTER, INC., a Delaware corporation
("Planter"), with and into ATT, hereby certifies as follows:

FIRST: That ATT was incorporated on the 30th day of January 1981, pursuant
to the General Corporation Law of the State of Delaware under the name HM Ames
Tool Company.

SECOND: That ATT owns all of the outstanding shares of the capital stock
of Planter, a corporation organized and existing under the laws of the State of
Delaware.

THIRD: That the merger shall be effective as of September 28, 2003.

FOURTH: That ATT, by the following resolutions of its Board of Directors,
duly adopted by written consent of all of the directors filed with the minutes
of the Board of Directors on the 26th day of September 2003, determined to merge
Planter into itself.

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 01:15 PM 09/26/2003
FILED 01:04 PM 09/26/2003
SRV 030621113 - 0907403 FILE

RESOLVED, that the merger of Planter with and into ATT is hereby authorized and
approved and in accordance therewith, ATT assumes all of the liabilities and
obligations of Planter; and

FURTHER RESOLVED, the merger shall be effective as of September 28, 2003.

FURTHER RESOLVED, that Richard Dell, the President of ATT, be, and hereby
is, authorized, directed and empowered to make and execute the Certificate of
Ownership and Merger setting forth the terms of the Merger effected thereby, and
to cause the same to be filed with the Secretary of State of Delaware and to do
all acts and things whatsoever, whether within or without the State of Delaware,
which may be in any way necessary or proper to effect said merger.

IN WITNESS WHEREOF, the undersigned corporation has duly executed this
Certificate, this 26th day of September 2003.

AMES TRUE TEMPER, INC.

By:  /s/ Richard Dell
---------------------------------
Name:  Richard Dell
Title: President

Exhibit 3.10

AMENDED AND RESTATED

BY-LAWS

OF

O. AMES CO.
(a Delaware corporation)
(subsequently renamed Ames True Temper, Inc.)

ARTICLE V.

Stockholders

SECTION A.  Annual Meetings. (a) All meetings of the Stockholders
for the election of directors shall be held in the County of New Castle, State
of Delaware, at such place as may be fixed from time to time by the Board of
Directors, or at such other place either within or without the State of Delaware
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Meetings of Stockholders for any other purpose may be
held at such time and place, within or without the State of Delaware, as shall
be stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

(b)  Annual meetings of Stockholders shall be held on such date and
at such time as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting, at which they shall elect by a
plurality vote a Board of Directors, and transact such other business as may
properly be brought before the meeting.

(c)  Written notice of the annual meeting stating the place, date,
and hour of the meeting shall be given to each Stockholder entitled to vote at
such meeting not less than ten days nor more than sixty days prior to the date
of the meeting.

(d)  The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
Stockholders, a complete list of the Stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
Stockholder and the number of shares registered in the name of each Stockholder.
Such list shall be open to the examination of any Stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any Stockholder who is
present. The stock ledger shall be the only evidence as to the Stockholders
entitled to examine the stock ledger, the list required by this section or the
books of the Corporation, or to vote in person or by proxy at any meeting of
Stockholders.

SECTION B.  Special Meetings. (a) Special meetings of the
Stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the certificate of incorporation of the Corporation, may be called
by the President and shall be called by the President or Secretary at the
request in writing of a majority of the Board of Directors, or at the request in
writing of a Stockholder or Stockholders owning a majority in amount of the
entire capital stock of the Corporation issued and outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting.

(b)  Written notice of a special meeting stating the place, date,
and hour of the meeting and, in general terms, the purpose or purposes for which
the meeting is called, shall be given not less than ten days nor

more than sixty days prior to the date of the meeting, to each Stockholder
entitled to vote at such meeting. Whenever the directors shall fail to fix such
place, the meeting shall be held at the principal executive offices of the
Corporation.

(c)  Business transacted at any special meeting of Stockholders
shall be limited to the purpose or purposes stated in the notice.

SECTION 3.  Quorums. (a) The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute or by the certificate of incorporation. If, however, such quorum shall
not be present or represented at any meeting of the Stockholders, the
Stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting, at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each Stockholder of
record entitled to vote at the meeting. When a quorum is once present it is not
broken by the subsequent withdrawal of any Stockholder.

(b)  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one on which by express provision of the Delaware General
Corporation Law or of the certificate of incorporation, a different vote is
required in which case such express provision shall govern and control the
decision of such question.

SECTION 4.  Organization. Meetings of Stockholders shall be presided
over by the Chairman, if any, or if none or in the Chairman's absence the
President, if any, or if none or in the President's absence, by a Chairman to be
chosen by the Stockholders entitled to vote who are present in person or by
proxy at the meeting. The Secretary of the Corporation, or in the Secretary's
absence an Assistant Secretary, shall act as Secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present, the presiding
officer of the meeting shall appoint any person present to act as Secretary of
the meeting.

SECTION 5.  Voting; Proxies; Required Vote. (a) At each meeting of
Stockholders, every Stockholder shall be entided to vote in person or by proxy
appointed by an instrument in writing, subscribed by such Stockholder or by such
Stockholder's duly authorized attorney-in-fact (but no such proxy shall be voted
or acted upon after three years from its date, unless the proxy provides for a
longer period), and, unless the Certificate of Incorporation provides otherwise,
shall have one vote for each share of stock entided to vote registered in the
name of such Stockholder on the books of the Corporation on the applicable
record date fixed pursuant to these By-Laws. At all elections of directors the
voting may but need not be by ballot and a plurality of the votes cast there
shall elect. Except as otherwise required by law or the Certificate of
Incorporation, any other action shall be authorized by a majority of the votes
cast.

(b)  Any action required or permitted to be taken at any meeting of
Stockholders may, except as otherwise required by law or the Certificate of
Incorporation, be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of record of the issued and outstanding capital stock of
the Corporation having a majority of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted, and the writing or writings are filed with the permanent
records of the Corporation. Prompt notice of the taking of corporate action
without a meeting by less than unanimous written consent shall be given to those
Stockholders who have not consented in writing.

2

(c)  Where a separate vote by a class or classes, present in person
or represented by proxy, shall constitute a quorum entitled to vote on that
matter, the affirmative vote of the majority of shares of such class or classes
present in person or represented by proxy at the meeting shall be the act of
such class, unless otherwise provided in the Corporation's Certificate of
Incorporation.

SECTION 6.  The Board of Directors, in advance of any meeting, may,
but need not, appoint one or more inspectors of election to act at the meeting
or any adjournment thereof. If an inspector or inspectors are not so appointed,
the person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting by the person presiding thereat. Each
inspector, if any, before entering upon the discharge of his or her duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors, if any, shall determine the number of shares of stock
outstanding and the voting power of each, the shares of stock represented at the
meeting, the existence of a quorum, and the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and do such acts as are proper
to conduct the election or vote with fairness to all Stockholders. On request of
the person presiding at the meeting, the inspector or inspectors, if any, shall
make a report in writing of any challenge, question or matter determined by such
inspector or inspectors and execute a certificate of any fact found by such
inspector or inspectors.

ARTICLE II

Board of Directors

SECTION 1.  General Powers. The business, property and affairs of
the Corporation shall be managed by, or under the direction of, the Board of
Directors.

SECTION 2.  Qualification; Number; Term; Remuneration. (a) Each
director shall be at least 18 years of age. A director need not be a
Stockholder, a citizen of the United States, or a resident of the State of
Delaware. The number of directors constituting the entire Board shall be one or
such other number not greater than ten as may be fixed from time to time by the
Board of Directors or the Stockholders. One of the directors may be selected by
the Board of Directors to be its Chairman, who shall preside at meetings of the
Stockholders and the Board of Directors and shall have such other duties, if
any, as may from time to time be assigned by the Board of Directors. In the
absence of formal selection, the President of the Corporation shall serve as
Chairman. The use of the phrase "entire Board" herein refers to the total number
of directors which the Corporation would have if there were no vacancies.

(b)  Directors who are elected at an annual meeting of Stockholders,
and directors who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next annual meeting of Stockholders
and until their successors are elected and qualified or until their earlier
resignation or removal.

(c)  Directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing Committees may be allowed like compensation for attending
Committee meetings.

SECTION 3.  Quorum and Manner of Voting. Except as otherwise
provided by law, a majority of the entire Board of Directors shall constitute a
quorum. A majority of the directors present, whether or not a quorum is present,
may adjourn a meeting from time to time to another time and place without
notice. The vote

3

of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.

SECTION 4.  Places of Meetings. Meetings of the Board of Directors
may be held at any place within or without the State of Delaware, as may from
time to time be fixed by resolution of the Board of Directors, or as may be
specified in the notice of meeting.

SECTION 5.  Annual Meeting. Following the annual meeting of
Stockholders, the newly elected Board of Directors shall meet for the purpose of
the election of officers and the transaction of such other business as may
properly come before the meeting. Such meeting may be held without notice
immediately after the annual meeting of Stockholders at the same place at which
such Stockholders' meeting is held.

SECTION 6.  Regular Meetings. Regular meetings of the Board of
Directors shall be held at such times and places as the Board of Directors shall
from time to time by resolution determine.

SECTION 7.  Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board, President,
or by a majority of the directors then in office.

SECTION 8.  Notice of Meetings. A notice of the place, date and time
and the purpose or purposes of each meeting of the Board of Directors shall be
given to each director by mailing the same at least two days before the meeting,
or by telephoning or faxing the same or by delivering the same personally not
later than the day before the day of the meeting.

SECTION 9.  Organization. At all meetings of the Board of Directors,
the Chairman or in the Chairman's absence or inability to act, the President, or
in the President's absence, a Chairman chosen by the directors, shall preside.
The Secretary of the Corporation shall act as secretary at all meetings of the
Board of Directors when present, and, in the Secretary's absence, the presiding
officer may appoint any person to act as Secretary.

SECTION 10. Resignation. Any director may resign at any time upon
written notice to the Corporation and such resignation shall take effect upon
receipt thereof by the President or Secretary, unless otherwise specified in the
resignation. Any or all of the directors may be removed, with or without cause,
by the holders of a majority of the shares of stock outstanding and entitled to
vote for the election of directors.

SECTION 11. Vacancies. Unless otherwise provided in these By-Laws,
vacancies on the Board of Directors, whether caused by resignation, death,
disqualification, removal, an increase in the authorized number of directors or
otherwise, may be filled by the affirmative vote of a majority of the remaining
directors, although less than a quorum, or by a sole remaining director, or at a
special meeting of the Stockholders, by vote of the Stockholders required for
the election of directors generally.

SECTION 12. Action bv Written Consent. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all the directors consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors.

SECTION 13. Electronic Communication. Any member or members of the
Board of Directors may participate in a meeting of the Board by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear and speak to each other.

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ARTICLE III

Committees

SECTION 1.  Appointment. The Board of Directors may, by resolution
passed by a majority of the whole board, designate one or more Committees, each
Committee to consist of two or more of the directors of the Corporation. The
Board of Directors may designate one or more directors as alternate members of
any Committee, who may replace any absent or disqualified member at any meeting
of the Committee. Any such Committee, to the extent provided in the resolution,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it. Such
Committee or Committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors.

SECTION 2.  Procedures, Quorum and Manner of Acting. Each Committee
shall fix its own rules of procedure, and shall meet where and as provided by
such rules or by resolution of the Board of Directors. Except as otherwise
provided by law, the presence of a majority of the then appointed members of a
Committee shall constitute a quorum for the transaction of business by that
Committee, and in every case where a quorum is present the affirmative vote of a
majority of the members of the Committee present shall be the act of the
Committee. Each Committee shall keep minutes of its proceedings, and actions
taken by a Committee shall be reported to the Board of Directors.

SECTION 3.  Action by Written Consent. Any action required or
permitted to be taken at any meeting of any Committee of the Board of Directors
may be taken without a meeting if all the members of the Committee consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Committee.

SECTION 4.  Electronic Communication. Any member or members of a
Committee of the Board of Directors may participate in a meeting of a Committee
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear and speak to each other.

SECTION 5. Termination. In the event any person shall cease to be a
director of the Corporation, such person shall simultaneously therewith cease to
be a member of any Committee appointed by the Board of Directors.

ARTICLE IV

Officers

SECTION 1.  Election and Qualifications. The Board of Directors at
its first meeting held after each annual meeting of Stockholders shall elect the
officers of the Corporation, which shall include a President and a Secretary,
and may include, by election or appointment, one or more Vice-Presidents (any
one or more of whom may be given an additional designation of rank or function),
a Treasurer and such Assistant Secretaries, such Assistant Treasurers and such
other officers as the Board of Directors may from time to time deem proper. Each
officer shall have such powers and duties as may be prescribed by these By-Laws
and as may be assigned by the Board of Directors or the President. Any two or
more offices may be held by the same person.

SECTION 2.  Term of Office and Remuneration. The term of office of
all officers shall be one year and until their respective successors have been
elected and qualified, but any officer may be removed from office, either with
or without cause, at any time by the Board of Directors. Any vacancy in any
office arising from any cause may be filled for the unexpired portion of the
term by the Board of Directors. The remuneration

5

of all officers of the Corporation may be fixed by the Board of Directors or in
such manner as the Board of Directors shall provide.

SECTION 3.  Resignation; Removal. Any officer may resign at any time
upon written notice to the Corporation and such resignation shall take effect
upon receipt thereof by the President or Secretary, unless otherwise specified
in the resignation. Any officer shall be subject to removal, with or without
cause, at any time by vote of a majority of the entire Board of Directors.

SECTION 4.  Powers and Duties of Officers.

(a)  The Chairman of the Board of Directors, if there be one, shall
preside at all meetings of the Board of Directors and shall have such other
powers and duties as may from time to time be assigned by the Board of
Directors.

(b)  The President shall be the chief executive officer of the
Corporation and shall preside at all meetings of the Stockholders and, if there
is no Chairman, of the Board of Directors and shall have general management of
and supervisory authority over the property, business and affairs of the
Corporation and its other officers. The President may execute and deliver in the
name of the Corporation powers of attorney, contracts, bonds and other
obligations and instruments, and shall have such other authority and perform
such other duties as from time to time may be assigned by the Board of
Directors. The President shall see that all orders and resolutions of the Board
of Directors are carried into effect and shall perform such additional duties
that usually pertain to this office.

(c)  A Vice President may execute and deliver in the name of the
Corporation powers of attorney, contracts, bonds and other obligations and
instruments pertaining to the regular course of such Vice President's duties,
and shall have such other authority and perform such other duties as from time
to time may be assigned by the Board of Directors or the President.

(d)  The Treasurer shall in general have all duties and authority
incident to the position of Treasurer and such other duties and authority as may
be assigned by the Board of Directors or the President. The Treasurer shall keep
full and accurate accounts of receipts and disbursements in books belonging to
the Corporation and shall deposit all moneys and other valuable effects in the
name and to the credit of the Corporation in such depositories as may be
designated by or at the direction of the Board of Directors. The Treasurer shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors or the President, and shall render, upon request, an account of all
such transactions.

(e)  The Secretary shall in general have all the duties and
authority incident to the position of Secretary and such other duties and
authority as may be assigned by the Board of Directors or the President. The
Secretary shall attend all meetings of the Board of Directors and all meetings
of Stockholders and record all the proceedings thereat in a book or books to be
kept for that purpose. The Secretary shall give, or cause to be given, notice of
all meetings of the Stockholders and special meetings of the Board of Directors.
The Secretary shall have custody of the seal of the Corporation and any officer
of the Corporation shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by the signature of the
Secretary or any other officer.

(f)  Any assistant officer shall have such duties and authority as
the officer such assistant officer assists and, in addition, such other duties
and authority as the Board of Directors or President shall from time to time
assign.

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ARTICLE V

Contracts, Etc.

SECTION 1.  Contracts. The Board of Directors may authorize any
person or persons, in the name and on behalf of the Corporation, to enter into
or execute and deliver any and all deeds, bonds, mortgages, contracts and other
obligations or instruments, and such authority may be general or confined to
specific instances.

SECTION 2.  Proxies; Powers of Attorney; Other Instruments. (a) The
Chairman, the President, any Vice President, the Treasurer or any other person
designated by any of them shall have the power and authority to execute and
deliver proxies, powers of attorney and other instruments on behalf of the
Corporation in connection with the execution of contracts, the purchase of real
or personal property, the rights and powers incident to the ownership of stock
by the Corporation and such other situations as the Chairman, the President,
such Vice President or the Treasurer shall approve, such approval to be
conclusively evidenced by the execution of such proxy, power of attorney or
other instrument on behalf of the Corporation.

(b)  The Chairman, the President, any Vice President, the Treasurer
or any other person authorized by proxy or power of attorney executed and
delivered by any of them on behalf of the Corporation may attend and vote at any
meeting of Stockholders of any company in which the Corporation may hold stock,
and may exercise on behalf of the Corporation any and all of the rights and
powers incident to the ownership of such stock at any such meeting, or otherwise
as specified in the proxy or power of attorney so authorizing any such person.
The Board of Directors, from time to time, may confer like powers upon any other
person.

ARTICLE VI

Books and Records

SECTION 1. Location. The books and records of the Corporation may
be kept at such place or places within or outside the State of Delaware as the
Board of Directors or the respective officers in charge thereof may from time to
time determine. The record books containing the names and addresses of all
Stockholders, the number and class of shares of stock held by each and the dates
when they respectively became the owners of record thereof shall be kept by the
Secretary as prescribed in the By-Laws or by such officer or agent as shall be
designated by the Board of Directors.

SECTION 2. Addresses of Stockholders. Notices of meetings and all
other corporate notices may be delivered personally or mailed to each
Stockholder at the Stockholder's address as it appears on the records of the
Corporation.

SECTION 3.  Fixing Date for Determination of Stockholders of Record.
(a) In order that the Corporation may determine the Stockholders entitled to
notice of or to vote at any meeting of Stockholders or any adjournment thereof,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors and which record date shall not be more than 60 days nor
less than 10 days before the date of such meeting. If no record date is fixed by
the Board of Directors, the record date for determining Stockholders entitled to
notice of or to vote at a meeting of Stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of Stockholders of record entitled to
notice of or to vote at a meeting of Stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.

7

(b)  In order that the Corporation may determine the Stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which date shall not be more than 10 days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors, the
record date for determining Stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of Directors is
required, shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the Corporation
by delivery to its registered office in the State of Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of Stockholders are recorded. Delivery
made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
law, the record date for determining Stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business
on the day on which the Board of Directors adopts the resolution taking such
prior action.

(c)  In order that the Corporation may determine the Stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the Stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action not contemplated by paragraph (a) or (b) of this Section 3, the
Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted and which
record date shall be not more than 60 days prior to such action. If no record
date is fixed, the record date for determining Stockholders for any such purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

ARTICLE VII

Certificates Representing Stock

SECTION 1.  Certificates; Signatures. The shares of the Corporation
shall be represented by certificates, provided that the Board of Directors of
the Corporation may provide by resolution or resolutions that some or all of any
or all classes or series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate, signed by or in the name of the Corporation by
the Chairman or Vice-chairman of the Board of Directors, or the President or
Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation, representing the number of shares
registered in certificate form. Any and all signatures on any such certificate
may be facsimiles. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
The name of the holder of record of the shares represented thereby, with the
number of such shares and the date of issue, shall be entered on the books of
the Corporation. The Board of Directors shall have power and authority to make
all such rules and regulations as it may deem expedient concerning the issue,
transfer and registration of certificates representing shares of the
Corporation.

SECTION 2.  Transfers of Stock. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if any,
shares of capital stock shall be transferable on the books of the Corporation
only by the holder of record thereof in person, or by duly authorized attorney,
upon surrender and cancellation of certificates for a like number of shares,
properly endorsed, and the payment of all taxes due thereon.

8

SECTION 3.  Fractional Shares. The Corporation may, but shall not be
required to, issue certificates for tractions of a share where necessary to
effect authorized transactions, or the Corporation may pay in cash the fair
value of fractions of a share as of the time when those entitled to receive such
fractions are determined, or it may issue scrip in registered or bearer form
over the manual or facsimile signature of an officer of the Corporation or of
its agent, exchangeable as therein provided for full shares, but such scrip
shall not entitle the holder to any rights of a Stockholder except as therein
provided.

SECTION 4.  Lost, Stolen or Destroyed Certificates. The Corporation
may issue a new certificate of stock in place of any certificate, theretofore
issued by it, alleged to have been lost, stolen or destroyed, and the Board of
Directors may require the owner of any lost, stolen or destroyed certificate, or
his legal representative, to give the Corporation a bond sufficient to indemnify
the Corporation against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
any such new certificate.

ARTICLE VIII

Dividends

Subject to the provisions of applicable law and the Certificate of
Incorporation, the Board of Directors shall have full power to determine whether
any, and, if any, what part of any, funds legally available for the payment of
dividends shall be declared as dividends and paid to Stockholders; the division
of the whole or any part of such funds of the Corporation shall rest wholly
within the lawful discretion of the Board of Directors, and it shall not be
required at any time, against such discretion, to divide or pay any part of such
funds among or to the Stockholders as dividends or otherwise; and before payment
of any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors from time to
time, in its absolute discretion, deems proper as a reserve or reserves to meet
contingencies or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for any proper purpose, and the Board of
Directors may modify or abolish any such reserve. Stockholders shall receive
dividends pro rata in proportion to the number of shares of Common Stock
respectively held by them. A holder of Common Stock shall be deemed to share pro
rata in all dividends declared by the Board of Directors within the meaning of
the preceding sentence if such Stockholder receives assets (whether consisting
of cash, securities, real property, equipment, inventory or other assets) the
fair market value of which is in the same proportion to the fair market value of
the total assets of the Corporation available for distribution as a dividend as
the number of shares of Common Stock held by such holder of Common Stock is to
the total number of issued and outstanding shares of Common Stock of the
Corporation. A Stockholder shall not have the right to receive a pro rata share
of each or any such asset available for distribution as a dividend; however, the
Corporation shall not be prohibited hereby for making a pro rata distribution of
each or any such asset available for distribution as a dividend. The fair market
value of any and all assets of the Corporation distributed as a dividend shall
be determined in the sole discretion of the Corporation's Board of Directors.

ARTICLE IX

Ratification

Any transaction, questioned in any lawsuit on the ground of lack of
authority, detective or irregular execution, adverse interest of director,
officer or Stockholder, non-disclosure, miscomputation, or the application of
improper principles or practices of accounting, may be ratified before or after
judgment, by the Board of Directors or by the Stockholders, and if so ratified
shall have the same force and effect as if the questioned transaction had been
originally duly authorized. Such ratification shall be binding upon the
Corporation and its Stockholders and shall constitute a bar to any claim or
execution of any judgment in respect of such questioned transaction.

9

ARTICLE X

Corporate Seal

The corporate seal shall be in either of the following forms: (a)
the letters "L.S." or (b) a circular inscription which contains the words
"Corporate Seal" and such additional information as the officer inscribing such
seal shall determine in such officer's sole discretion. The corporate seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise displayed or it may be manually inscribed.

ARTICLE XI

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors. Unless otherwise fixed by the
Board of Directors, the fiscal year of the Corporation shall end on the Saturday
closest to September 30.

ARTICLE XII

Waiver of Notice

Whenever notice is required to be given by these By-Laws or by the
Certificate of Incorporation or by law, a written waiver thereof, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.

ARTICLE XIII

Amendments

The Board of Directors shall have power to adopt, amend or repeal
By-Laws. By-Laws adopted by the Board of Directors may be repealed or changed,
and new By-Laws made, by the Stockholders, and the Stockholders may prescribe
that any By-Law made by them shall not be altered, amended or repeated by the
Board of Directors.

ARTICLE XIV

Indemnification

SECTION 1.  Power To Indemnify In Actions, Suits Or Proceedings
Other Than Those By Or In the Right Of The Corporation. Subject to Section 3 of
this Article XIV, the Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
and other professionals' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe the conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner

10

reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that the conduct was unlawful.

SECTION 2.  Power To Indemnify In Actions, Suits Or Proceedings By
Or In The Right Of The Corporation. Subject to Section 3 of this Article XIV,
the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' and
other professionals' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the Corporation except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

SECTION 3.  Authorization of Indemnification. Any indemnification
under this Article XIV (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in Section 1 or Section 2 of this Article XIV, as the case may be. Such
determination shall be made (i) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion, or (iii) if the Board of Directors so directs, by the
Stockholders. To the extent, however, that a director, officer, employee or
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding described above, or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' and other professionals' fees) actually and
reasonably incurred by such person in connection therewith, without the
necessity of authorization in the specific case.

SECTION 4.  Good Faith Defined. For purposes of any determination
under Section 3 of this Article XIV, a person shall be deemed to have acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the Corporation, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe the conduct was unlawful,
if the action is based on (a) the records or books of account of the Corporation
or another enterprise (as defined below in this Section 4), or on information
supplied to such person by the officers of the Corporation or another enterprise
in the course of their duties, unless such person had reasonable cause to
believe that reliance thereon would not be justifiable, or on (b) the advice of
legal counsel for the Corporation or another enterprise, or on information or
records given or reports made to the Corporation or another enterprise by an
independent certified public accountant, independent financial adviser,
appraiser or other expert, as to matters reasonably believed to be within such
other person's professional or expert competence. The term "another enterprise"
as used in this Section 4 shall mean any other corporation or any partnership,
joint venture, trust or other enterprise of which such person is or was serving
at the request of the Corporation as a director, officer, employee or agent. The
provisions of this Section 4 shall not be deemed to be exclusive or to limit in
any way the circumstances in which a person may be deemed to have met the
applicable standard of conduct set forth in Sections 1 or 2 of this Article XIV,
as the case may be.

SECTION 5.  Indemnification By A Court. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article XIV, and
notwithstanding the absence of any determination thereunder, any director,
officer, employee or agent may apply to any court of competent jurisdiction in
the State of Delaware for indemnification to the extent otherwise permissible
under Sections 1 and 2 of this Article XIV.

11

The basis of such indemnification by a court shall be a determination by such
court that indemnification of the director, officer, employee or agent is
proper in the circumstances because he has met the applicable standards of
conduct set forth in Sections 1 or 2 of this Article XIV, as the case may be.
Notice of any application for indemnification pursuant to this Section 5 shall
be given to the Corporation promptly upon the filing of such application.

SECTION 6.  Expenses Payable In Advance. Expenses (including
attorneys' and other professionals' fees) incurred by an officer or director in
defending any threatened or pending civil, criminal, administrative or
investigative action, suit or proceeding may, but shall not be required to, be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer, to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Article XIV. Such expenses (including attorneys' and other professionals'
fees) incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.

SECTION 7.  Non-exclusivity and Survival of Indemnification. The
indemnification and advancement of expenses provided by or granted pursuant to
this Article XIV shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any By-Law, agreement, contract, vote of Stockholders or of disinterested
directors, or pursuant to the direction (howsoever embodied) of any court of
competent jurisdiction or otherwise, it being the policy of the Corporation that
indemnification of the persons specified in Sections 1 and 2 of this Article XIV
(as distinguished from advancement of funds pursuant to Section 6 of this
Article XIV) shall be made to the fullest extent permitted by law. The
provisions of this Article XIV shall not be deemed to preclude the
indemnification of any person who is not specified in Sections 1 and 2 of this
Article XIV but whom the Corporation has the power or obligation to indemnify
under the provisions of the General Corporation Law of the State of Delaware, or
otherwise. The indemnification provided by this Article XIV shall continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors, administrators and other
comparable legal representatives of such person. The rights conferred in this
Article XIV shall be enforceable as contract rights, and shall continue to exist
after any rescission or restrictive modification hereof with respect to events
occurring prior thereto.

SECTION 8.  Meaning of "other enterprises" in connection with
Employee Benefit Plans, etc. For purposes of this Article XIV (including
Sections 1, 2, 4 and 9 hereof), references to "other enterprises" shall include
employee benefit plans; references to "fines" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; references to
"serving at the request of the Corporation" shall include any service as a
director, officer, employee or agent of the Corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent with respect
to an employee benefit plan, its participants or beneficiaries; and a person who
has acted in good faith and in a manner reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interests of the
Corporation" as referred to in this Article XIV.

SECTION 9.  Insurance. The Corporation may, but shall not be
required to, purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another Corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power or the obligation to
indemnify such person against such liability under the provisions of this
Article XIV.

Dated: January 22, 1993

12

Exhibit 3.11

STATE OF DELAWARE
CERTIFICATE OF INCORPORATION
OF
ATT SOUTHERN, INC.
 	 	
1.	The name of the corporation is ATT Southern, Inc.	
 	 	
2.	The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19805. The name of the registered agent at such address is Corporation Service Company.	
 	 	
3.	The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.	
 	 	
4.	The total number of shares of stock which the corporation shall have authority to issue is: Ten Thousand (10,000) shares of common stock each having a par value of$0.01 per share.	
 	 	
5.	The name and mailing address of the sole incorporator is as follows:	
 	 	
 	Melissa Zeiders, Paralegal	
 	Stevens & Lee	
 	17 North 2nd Street, 16th Floor	
 	Harrisburg, PA 17101	
 	 	
6.	The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:	

 	NAME	MAILING ADDRESS	
 	 	 	
 	Seth L. Kaplan	712 Fifth Avenue, New York, NY 10019	

7.	The corporation is to have perpetual existence.	
 	 	
8.	In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.	
 	 	
9.	Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.	
 	 	
10.	The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.	

Exhibit 3.11
 	 	
11.	Pursuant to, and to the full extent permitted by Section 102(b) and any other relevant provision of the General Corporation Law of the State of Delaware, no director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (a) for any breach of the director ’ s duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law of the State of Delaware, or (d) for any transaction from which the director derived any improper personal benefit.	
 	 	
12.	Pursuant to, and to the full extent permitted by, Section 145 and any other relevant provision of the General Corporation Law of the State of Delaware, the corporation shall have the power to, and is hereby authorized to, indemnify any person, or the heirs, executors or administrators of such person, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The corporation shall have the power to, and is hereby authorized to, indemnify any of said persons in each and every situation where the corporation is obligated to make such indemnification pursuant to said statutory provisions. The corporation shall also have the power to, and is hereby authorized to, indemnify any of said persons in each and every situation where, under the aforesaid statutory provisions, the corporation is not obligated, but is nevertheless permitted or empowered, to make such indemnification, it being understood that, prior to making such indemnification, the corporation shall make, or cause to be made, such determinations or decisions, following such procedures or methods, as are required by said statutes.	
          I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 21st day of September, 2011.
 	 	 	
 	/s/ Melissa M. Zeiders	 	

	 	
 	Melissa M. Zeiders, Incorporator	 	

Exhibit 3.12

BY-LAWS

OF

ATT Southern, Inc.

ARTICLE I

Stockholders

          Section 1.1 Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

          Section 1.2 Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons.

          Section 1.3 Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at its address as it appears on the records of the corporation.

          Section 1.4 Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof, and the means of remote

1

Exhibit 3.12

communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

          Section 1.5 Quorum. Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation or any subsidiary of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

          Section 1.6 Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his or her absence by the Vice Chairman of the Board, if any, or in his or her absence by the President, or in his or her absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the person presiding over the meeting may appoint any person to act as secretary of the meeting. The person presiding over the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote.

2

Exhibit 3.12

          Section 1.7 Voting; Proxies. Except as otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one (1) vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing with the Secretary of the corporation an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these by-laws, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock which are present in person or by proxy and entitled to vote thereon.

          Section 1.8 Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (i) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; (ii) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten (10) days from the date upon which the resolution fixing the record date is adopted by the Board of

3

Exhibit 3.12

Directors; and (iii) in the case of determination of stockholders for the purpose of any other lawful action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (iv) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (v) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (vi) the record date for determining stockholders for the purpose of any other lawful action, shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

          Section 1.9 List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting; or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. If the meeting is to be held solely by

4

Exhibit 3.12

means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Upon the wilful neglect or refusal of the directors to produce such a list at any meeting for the election of directors held at a place, or to open such a list to examination on a reasonably accessible electronic network during any meeting for the election of directors held solely by means of remote communication, they shall be ineligible for election to any office at such meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled (i) to examine the stock ledger, the list of stockholders entitled to vote at a meeting, or the books of the corporation, (ii) to vote in person or by proxy at any meeting of stockholders, and (iii) to express consent or dissent to corporate action in writing without a meeting.

          Section 1.10 Action By Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which minutes of proceedings of meetings of stockholders are recorded. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (A) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (B) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which

5

Exhibit 3.12

such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission, may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors of the corporation. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders or members to take the action were delivered to the corporation as provided by law.

          Section 1.11 Inspectors of Election. The corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one (1) or more inspectors of election, who may be employees of the corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation may designate one (1) or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of the stockholders, the person presiding at the meeting shall appoint one (1) or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The

6

Exhibit 3.12

inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation represented at the meeting and such inspector’s or inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining validity and counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

          Section 1.12 Conduct of Meetings. The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the person presiding over the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the person presiding over the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

7

Exhibit 3.12

ARTICLE II

Board of Directors

          Section 2.1 Number; Qualifications. The Board of Directors shall consist of one (1) or more members. The number of members comprising the Board of Directors initially upon the adoption of these by-laws shall be the number of persons elected by the corporation’s sole stockholder contemporaneously with the adoption of these by-laws. The number of members comprising the Board of Directors thereafter shall be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders.

          Section 2.2 Election; Resignation; Removal; Vacancies. The Board of Directors initially upon incorporation consisted of the person or persons elected by the Incorporator, and each director so elected held office until his or her successor was elected and qualified or until his or her earlier death, resignation, disqualification, or removal. At the first annual meeting of stockholders and at each annual meeting thereafter until the adoption of these by-laws, the stockholders elected, and at each annual meeting after the adoption of these by-laws shall elect, directors each of whom shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation, disqualification, or removal. Any director may resign at any time upon written notice to the corporation. Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he or she has replaced, or until his or her successor is elected and qualified, or until his or her earlier death, resignation, disqualification, or removal.

          Section 2.3 Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given.

          Section 2.4 Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any

8

Exhibit 3.12

Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four (24) hours before the special meeting.

          Section 2.5 Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

          Section 2.6 Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation, these by-laws or applicable law otherwise provides, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

          Section 2.7 Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his or her absence by the Vice Chairman of the Board, if any, or in his or her absence by the President, or in the absence of the foregoing persons by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the person presiding over the meeting may appoint any person to act as secretary of the meeting.

          Section 2.8 Informal Action by Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission or transmissions, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.

9

Exhibit 3.12

ARTICLE III

Committees

          Section 3.1 Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation. The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.

          Section 3.2 Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws.

10

Exhibit 3.12

ARTICLE IV

Officers

          Section 4.1 Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also choose one (1) or more Vice Presidents, one (1) or more Assistant Secretaries, a Treasurer and one (1) or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier death, resignation, disqualification, or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, disqualification, removal, or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

          Section 4.2 Powers and Duties of Executive Officers.

                    (i) President. The President shall be the chief executive officer of the corporation. Subject to the provisions of the certificate of incorporation, these by-laws, and the direction of the Board of Directors, the President shall have the responsibility for the general management and control of the business and affairs of the corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to him or her by the Board of Directors. The President shall have power to execute in the name of the corporation all contracts, agreements, deeds, bonds, mortgages, and other obligations and instruments of the corporation which are authorized, and to affix the corporate seal thereto. The President shall have general supervision and direction of all of the other officers, employees, and agents of the corporation.

                    (ii) Vice President. Each Vice President, if any, shall have such powers and perform such duties as the Board of Directors may from time to time prescribe. The Vice

11

Exhibit 3.12

President (if only one (1) Vice President is chosen by the Board) or one (1) Vice President designated by the Board (if two (2) or more Vice Presidents are chosen by the Board of Directors) shall perform the duties and exercise the powers of the President in the event of the President’s absence or disability.

                    (iii) Treasurer. The Treasurer, if any, shall have the responsibility for maintaining the financial records of the corporation. The Treasurer shall make such disbursements of the funds of the corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the corporation. The Treasurer shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

                    (iv) Secretary. The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and of the Board of Directors. The Secretary shall have charge of the corporate books and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

                    (v) Assistant Secretary and Assistant Treasurer. Each Assistant Secretary, if any, and each Assistant Treasurer, if any, shall have such powers and perform such duties as the Board of Directors may from time to time prescribe.

                    (vi) Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

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Exhibit 3.12

ARTICLE V

Stock

          Section 5.1 Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by such stockholder in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.

          Section 5.2 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or its legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

13

Exhibit 3.12

ARTICLE VI

Indemnification

          Section 6.1 Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or non-profit entity, including service with respect to employee benefit plans (an “indemnitee”), against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such indemnitee. The corporation shall be required to indemnify an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if the initiation of such proceeding (or part thereof) by the indemnitee was authorized by the Board of Directors of the corporation.

          Section 6.2 Advancement of Expenses. The corporation shall pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending any proceeding referred to in Section 6.1 in advance of its final disposition; provided, however, that the payment of expenses incurred by an indemnitee in advance of the final disposition of such proceeding shall be made only upon receipt of an undertaking by the indemnitee to repay all amounts advanced if it should ultimately be determined that the indemnitee is not entitled to be indemnified under this Article or otherwise.

          Section 6.3 Claims. If a claim for indemnification or advancement of expenses under this Article is not paid in full within sixty (60) days after a written claim therefor by the indemnitee has been received by the corporation, the indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of

14

Exhibit 3.12

proving that the indemnitee was not entitled to the requested indemnification or advancement of expenses.

          Section 6.4 Non-Exclusivity of Rights. The rights conferred on any person by this Article shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

          Section 6.5 Other Indemnification. The corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or non-profit entity.

          Section 6.6 Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

15

Exhibit 3.12

ARTICLE VII

Miscellaneous

          Section 7.1 Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

          Section 7.2 Seal. The corporate seal shall be in such form as may be approved from time to time by the Board of Directors.

          Section 7.3 Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission.

          Section 7.4 Interested Directors; Quorum. No contract or transaction between the corporation and one (1) or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one (1) or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if: (i) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the

16

Exhibit 3.12

contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

          Section 7.5 Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, or method provided that the records so kept can be converted into clearly legible paper form within a reasonable time.

          Section 7.6 Amendment of By-Laws. These by-laws may be altered or repealed, and new by-laws made, by the Board of Directors to the extent permitted by the certificate of incorporation, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise.

17

Exhibit 5.1
 	 	
 	1095 Avenue of the Americas
New York, NY 10036-6797
+1 212 698 3500 Main
+1 212 698 3599 Fax
www.dechert.com	

	
June 15, 2012

Griffon Corporation
Clopay Building Products Company, Inc.
Clopay Plastic Products Company, Inc.
Telephonics Corporation
Ames True Temper, Inc.
ATT Southern, Inc.
712 Fifth Avenue, 8 th  Floor
New York, New York 10019

          Re:          Form S-4 Registration Statement

Ladies and Gentlemen:

We have acted as counsel to Griffon Corporation, a Delaware corporation (the “Company”), Clopay Building Products Company, Inc., a Delaware corporation (“ Clopay Building ”), Clopay Plastic Products Company, Inc., a Delaware corporation (“ Clopay Plastic ”), Telephonics Corporation, a Delaware corporation (“ Telephonics ”), Ames True Temper, Inc., a Delaware corporation (“ Ames ”), and ATT Southern, Inc., a Delaware corporation (together with Clopay Building, Clopay Plastic, Telephonics and Ames, the “ Guarantors ”), in connection with the preparation and filing of a Registration Statement on Form S-4 (the “ Registration Statement ”) originally filed on May 9, 2012 with the U.S. Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), relating to possible offerings from time to time of up to an aggregate of $500,000,000 of the following securities of the Company or the Guarantors, as the case may be, (1) common stock, par value $0.25 per share, of the Company (“ Common Stock ”), (2) debt securities of the Company (which may be issued in one or more series) (“ Debt Securities ”) to be issued pursuant to an indenture (as may be amended or supplemented from time to time, an “ Indenture ”) between the Company and a trustee (the “ Trustee ”), (3) guarantees of Debt Securities by the Guarantors (“ Guarantees ”), (4) shares of preferred stock, par value $0.25 per share, of the Company (“ Preferred Stock ”), which may also be issued in the form of depositary shares (“ Depositary Shares ”) evidenced by depositary receipts (“ Receipts ”), (5) warrants of the Company to purchase Debt Securities, Preferred Stock, Depositary Shares, Common Stock or Units (collectively, “ Warrants ”), (6) rights of the Company to purchase Debt Securities, Preferred Stock, Depositary Shares, Common Stock or Units (collectively, “ Rights ”) and (7) units of the Company to purchase any combination of Debt Securities, Preferred Stock, Depositary Shares, Warrants, Rights or Common Stock (collectively, “ Units ”). The Debt Securities, Guarantees, Preferred Stock, Depositary Shares, Warrants, Rights, Units and Common Stock are collectively referred to herein as the “ Securities. ” The Registration

US  Austin  Boston  Charlotte  Hartford  Los Angeles  New York  Orange County  Philadelphia  Princeton  San Francisco  Silicon Valley  Washington DC  EUROPE  Brussels  Dublin  Frankfurt  London  Luxembourg  Moscow  Munich  Paris  ASIA  Beijing  Hong Kong

 	 	
 	Griffon Corporation
Clopay Building Products Company, Inc.
Clopay Plastic Products Company, Inc.
Telephonics Corporation
Ames True Temper, Inc.
ATT Southern, Inc.
June 15, 2012
Page 2	
Statement provides that the Securities may be offered separately or together, in separate series, in amounts, at prices and on terms to be set forth in one or more supplements to the prospectus included in the Registration Statement (each, a “ Prospectus Supplement ”). This opinion letter is being furnished to the Company in accordance with the requirements of Item 601(b)(5) under Regulation S-K of the Securities Act, and no opinion is expressed herein as to any matter other than as to the legality of the Securities.

In rendering the opinions expressed below, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below, including the following documents:
 	 	 	
 	(i)	the Registration Statement;	
 	 	 	
 	(ii)	the Restated Certificate of Incorporation of the Company, dated October 1, 1986, as amended through the date hereof (the “Restated Certificate of Incorporation ”), filed as Exhibit 3.1 to the Registration Statement;	
 	 	 	
 	(iii)	the Amended Bylaws of the Company, dated May 8, 2008 (the “Bylaws”), filed as Exhibit 3.2 to the Registration Statement;	
 	 	 	
 	(iv)	the forms of certificates evidencing the Common Stock, Preferred Stock, Receipts, Warrants, Rights and Units, in the forms attached as Exhibits 4.1, 4.2, 4.4, 4.6, 4.7 and 4.10, respectively, to the Registration Statement;	
 	 	 	
 	(v)	the forms of deposit agreement, warrant agreement and Indenture, in the forms attached as Exhibits 4.3, 4.5 and 4.8, respectively, to the Registration Statement;	
 	 	 	
 	(vi)	a certificate of good standing with respect to the Company issued by the Secretary of State of the State of Delaware, dated June 14, 2012; and	
 	 	 	
 	(vii)	the resolutions of the Board of Directors of the Company relating to, among other things, the authorization and approval of the preparation and filing of the Registration Statement, certified as of the date hereof by an officer of the Company.	

 	 	
 	Griffon Corporation
Clopay Building Products Company, Inc.
Clopay Plastic Products Company, Inc.
Telephonics Corporation
Ames True Temper, Inc.
ATT Southern, Inc.
June 15, 2012
Page 3	
As to the facts upon which this opinion is based, we have relied upon certificates of public officials and certificates and written statements of officers, directors, employees and representatives of the Company.

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as original documents, the conformity to original documents of all documents submitted to us as copies, the legal capacity of natural persons who are signatories to the documents examined by us and the legal power and authority of all persons signing on behalf of the parties to all documents (other than the Company and the Guarantors).

On the basis of the foregoing and subject to the assumptions, qualifications and limitations set forth in this letter, we are of the opinion that:
 	 	 	
 	1.	The Debt Securities, when (a) duly executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and (x) issued and sold in accordance with the Registration Statement and applicable Prospectus Supplement or (y) issued upon exchange or conversion of Preferred Stock or Depositary Shares or upon exercise of Rights or Warrants as contemplated by the Registration Statement and applicable Prospectus Supplement and (b) delivered to the purchaser or purchasers thereof against receipt by the Company of such lawful consideration therefor as the Company’s Board of Directors (or a duly authorized committee thereof or a duly authorized officer of the Company) may lawfully determine, will be valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms.	
 	 	 	
 	2.	The Guarantee of each of the Guarantors, when (a) the Debt Securities have been duly executed, authenticated, issued and delivered by or on behalf of the Company against receipt by the Company of lawful consideration therefor as contemplated by the Registration Statement and applicable Prospectus Supplement and (b) duly authorized by all necessary corporate action of such Guarantor and duly executed by such Guarantor in accordance with the provisions of such Guarantee, will be the legally valid and binding obligation of the respective Guarantor enforceable against such Guarantor in accordance with its terms.	
 	 	 	
 	3.	The Preferred Stock, when (a) duly issued and, if applicable, sold in accordance with the Registration Statement and applicable Prospectus Supplement or upon conversion or exchange of Debt Securities, upon the exchange of validly issued and fully paid Depositary Shares or upon exercise of Rights or Warrants as contemplated by the Registration Statement and applicable Prospectus	

 	 	
 	Griffon Corporation
Clopay Building Products Company, Inc.
Clopay Plastic Products Company, Inc.
Telephonics Corporation
Ames True Temper, Inc.
ATT Southern, Inc.
June 15, 2012
Page 4	

 	 	Supplement and (b) delivered to the purchaser or purchasers thereof against receipt by the Company of such lawful consideration therefor as the Company’s Board of Directors (or a duly authorized committee thereof or a duly authorized officer of the Company) may lawfully determine and at a price per share not less than the per share par value of the Preferred Stock, will be validly issued, fully paid and nonassessable.	
 	 	 	
 	4.	When (a) the Depositary Shares have been (i) duly issued and sold in accordance with the Registration Statement and applicable Prospectus Supplement and Receipts in the form contemplated and authorized by a valid and binding deposit agreement have been duly executed and delivered by the depositary and (ii) delivered to the purchaser or purchasers thereof against receipt by the Company of such lawful consideration therefor as the Company’s Board of Directors (or a duly authorized committee thereof or a duly authorized officer of the Company) may lawfully determine and (b) the shares of Preferred Stock relating to the Depositary Shares have been duly authorized and validly issued and are fully paid and nonassessable as contemplated by paragraph 3 above and have been deposited with the depositary, the Receipts evidencing the Depositary Shares will be validly issued and the Depositary Shares will entitle their holders to the rights specified in the deposit agreement.	
 	 	 	
 	5.	The Rights, when duly issued in accordance with the Registration Statement and applicable Prospectus Supplement and the provisions of an applicable subscription certificate and any applicable and valid and binding subscription agreement, will be validly issued.	
 	 	 	
 	6.	The Warrants, when (a) duly executed, authenticated, issued and sold in accordance with the Registration Statement and applicable Prospectus Supplement and the provisions of an applicable and valid and binding warrant agreement and (b) delivered to the purchaser or purchasers thereof against receipt by the Company of such lawful consideration therefor as the Company’s Board of Directors (or a duly authorized committee thereof or a duly authorized officer of the Company) may lawfully determine, will be valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms.	
 	 	 	
 	7.	The Common Stock, when (a) duly issued and sold in accordance with the Registration Statement and applicable Prospectus Supplement or upon conversion or exchange of Debt Securities, Preferred Stock or Depositary Shares or upon exercise of Rights or Warrants as contemplated by the Registration Statement and applicable Prospectus Supplement and (b) delivered to the purchaser or	

 	 	
 	Griffon Corporation
Clopay Building Products Company, Inc.
Clopay Plastic Products Company, Inc.
Telephonics Corporation
Ames True Temper, Inc.
ATT Southern, Inc.
June 15, 2012
Page 5	

 	 	purchasers thereof against receipt by the Company of such lawful consideration therefor as the Company’s Board of Directors (or a duly authorized committee thereof or a duly authorized officer of the Company) may lawfully determine and at a price per share not less than the per share par value of the Common Stock, will be validly issued, fully paid and nonassessable.	
 	 	 	
 	8.	The Units, when (a) duly executed, authenticated, issued and sold in accordance with the Registration Statement and applicable Prospectus Supplement and the provisions of any applicable and valid and binding unit agreement and (b) delivered to the purchaser or purchasers thereof against receipt by the Company of such lawful consideration therefor as the Company’s Board of Directors (or a duly authorized committee thereof or a duly authorized officer of the Company) may lawfully determine, will be valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms.	
The opinions set forth herein are subject to the following assumptions, qualifications, limitations and exceptions being true and correct at or before the time of the delivery of any Securities offered pursuant to the Registration Statement and appropriate Prospectus Supplement:
 	 	 	
 	(i)	the Board of Directors of the Company (and of each of the Guarantors, in the case of the Guarantees) (the “Board of Directors ”), including any appropriate committee appointed thereby, and appropriate officers of the Company (and of each of the Guarantors, in the case of the Guarantees) shall have duly (x) established the terms of the Securities (and in the case of the Units, the Securities that are the components thereof), and (y) authorized and taken any other necessary corporate or other action to approve the creation, if applicable, issuance and sale of the Securities and related matters (including, with respect to Preferred Stock, the execution, acknowledgment and filing of a Certificate of Designation in accordance with the applicable provisions of the General Corporation Law of the State of Delaware) and any Securities consisting of Common Stock, Preferred Stock or Depositary Shares, and any Common Stock, Preferred Stock or Depositary Shares for or into which any other Securities are exercisable, exchangeable or convertible will have been duly reserved for issuance and such authorizations and actions have not been rescinded;	
 	 	 	
 	(ii)	the resolutions establishing the definitive terms of and authorizing the Company (or the Guarantors, in the case of the Guarantees) to register, offer, sell and issue the Securities will remain in effect and unchanged at all times during which the Securities are offered, sold or issued by the Company (or the Guarantors, in the case of the Guarantees);	
 	 	 	
 	(iii)	the definitive terms of each class and series of the Securities not presently provided for in the Registration Statement or the certificate of incorporation of the Company (and of the	

 	 	
 	Griffon Corporation
Clopay Building Products Company, Inc.
Clopay Plastic Products Company, Inc.
Telephonics Corporation
Ames True Temper, Inc.
ATT Southern, Inc.
June 15, 2012
Page 6	

 	 	Guarantors, in the case of the Guarantees), and the terms of the issuance and sale of the Securities (x) will have been duly established in accordance with all applicable law and the certificate of incorporation and bylaws of the Company (and of the Guarantors, in the case of the Guarantees) (collectively, the “ Charter ”), any Indenture, guarantee, merger or other definitive purchase agreement, warrant agreement, deposit agreement, subscription agreement, unit agreement and any other relevant agreement relating to the terms and the offer and sale of the Securities (collectively, the “ Documents ”) and the authorizing resolutions of the Board of Directors, and reflected in appropriate documentation, and (y) shall not violate any applicable law, the Charter or the Documents (subject to the further assumption that such Charter and Documents have not been amended from the date hereof in a manner that would affect the validity of any of the opinions rendered herein), or result in a default under or breach of (nor constitute an event which with notice, lapse of time or both would constitute a default under or result in any breach of) any agreement or instrument binding upon the Company (or the Guarantors, in the case of the Guarantees) and shall comply with any restriction imposed by any court or governmental body having jurisdiction over the Company (or the Guarantors, in the case of the Guarantees);	
 	 	 	
 	(iv)	upon issuance of any shares of Preferred Stock or Common Stock or any Depositary Shares, including upon exercise, conversion or exchange of Securities, the total number of shares of Preferred Stock and Common Stock issued and outstanding will not exceed the total number of shares of Preferred Stock and Common Stock that the Company is then authorized to issue under its Restated Certificate of Incorporation;	
 	 	 	
 	(v)	the interest rate on the Debt Securities shall not be higher than the maximum lawful rate permitted from time to time under applicable law;	
 	 	 	
 	(vi)	the Securities (including any Securities issuable upon exercise, conversion or exchange of other Securities and, in the case of any Units, the Securities that are components thereof), and any certificates representing the relevant Securities (including any Securities issuable upon exercise, conversion or exchange of other Securities and, in the case of any Units, the Securities that are components thereof), have been duly authenticated, executed, countersigned, registered and delivered upon payment of the agreed-upon legal consideration therefor and have been duly issued and sold in accordance with any relevant agreement and, if applicable, duly executed and delivered by the Company and any other appropriate party;	
 	 	 	
 	(vii)	each Indenture, merger or other definitive purchase agreement, warrant agreement, deposit agreement, subscription agreement, unit agreement and any other relevant agreement has been duly authorized, executed and delivered by, and will constitute a valid and binding obligation of, each party thereto (other than the Company and the Guarantors);	

 	 	
 	Griffon Corporation
Clopay Building Products Company, Inc.
Clopay Plastic Products Company, Inc.
Telephonics Corporation
Ames True Temper, Inc.
ATT Southern, Inc.
June 15, 2012
Page 7	

 	(viii)	the Registration Statement, as amended (including all necessary post-effective amendments), and any additional registration statement filed under Rule 462 shall be effective under the Securities Act and such effectiveness shall not have been terminated or rescinded;	
 	 	 	
 	(ix)	an appropriate Prospectus Supplement shall have been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder describing the Securities offered thereby;	
 	 	 	
 	(x)	the Securities shall be issued and sold in compliance with all U.S. federal and state securities laws and solely in the manner stated in the Registration Statement and the applicable Prospectus Supplement and there shall not have occurred any change in law affecting the validity of the opinions rendered herein;	
 	 	 	
 	(xi)	the Indenture, if applicable, shall have been duly qualified under the Trust Indenture Act of 1939, as amended; and	
 	 	 	
 	(xii)	in the case of an agreement or instrument pursuant to which any Securities are to be issued, there shall be no terms or provisions contained therein which would affect the validity of any of the opinions rendered herein.	
Any opinion set forth herein as to enforceability of obligations of the Company or any Guarantor is subject to: (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws now or hereinafter in effect affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court or other body before which any proceeding may be brought; (ii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy; (iii) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars; (iv) requirements that a claim with respect to any Debt Securities or Guarantee denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law; and (v) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency.

We express no opinion as to the validity, legally binding effect or enforceability of any provision in any agreement or instrument that (i) requires or relates to payment of any interest at a rate or in an amount which a court may determine in the circumstances under applicable law to be

 	 	
 	Griffon Corporation
Clopay Building Products Company, Inc.
Clopay Plastic Products Company, Inc.
Telephonics Corporation
Ames True Temper, Inc.
ATT Southern, Inc.
June 15, 2012
Page 8	
commercially unreasonable or a penalty or forfeiture or (ii) relates to governing law and submission by the parties to the jurisdiction of one or more particular courts.

We are members of the bar of the State of New York, and the foregoing opinions are limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.

This opinion letter has been prepared for your use solely in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effectiveness of the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus which forms a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Dechert LLP

Dechert LLP

 
Exhibit 23.1
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated November 18, 2011 with respect to the consolidated financial statements, financial statement schedules and internal control over financial reporting of Griffon Corporation and subsidiaries, included in the Annual Report on Form 10-K for the year ended September 30, 2011 which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report and to the use of our name as it appears under the caption “Experts.”

/s/ GRANT THORNTON LLP
 
New York, New York
June 15, 2012