EX-10.1



 Exhibit 10.1 

EXECUTION COPY 

AMENDMENT NO. 1 
 TO

 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of September 23, 2014,
is entered into by and among Lifetime Brands, Inc., as the Company (the “Company”), the financial institutions party hereto as Lenders (collectively, the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative
Agent (the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Credit Agreement referenced below. 

WITNESSETH 
 WHEREAS, the
Company, the Foreign Subsidiary Borrowers party thereto, the other Loan Parties party thereto, the Lenders and the Administrative Agent are parties to a Second Amended and Restated Credit Agreement, dated as of January 13, 2014 (as previously
amended, restated, supplemented or otherwise modified, the “Credit Agreement”); 
 WHEREAS, the Company has requested that
the Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement; and 
 WHEREAS, the Lenders and the
Administrative Agent have agreed to such amendments on the terms and conditions set forth herein; 
 NOW, THEREFORE, in consideration of the
premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Lenders and the Administrative Agent hereby agree as
follows: 
 Section 1. Amendments. Effective as of the date of satisfaction of the conditions precedent set forth in
Section 2 below, the parties hereto agree that the Credit Agreement is hereby amended as follows: 
 (a)
Section 1.01 of the Credit Agreement is hereby amended to insert, in the appropriate alphabetical location, the following new definition: 

“Amendment No. 1 Effective Date” means September 23, 2014. 

(b) The definition of “LIBO Rate” appearing in Section 1.01 of the Credit Agreement is hereby amended to delete
the term “British Bankers Association” appearing therein and to replace such term with “ICE Benchmark Administration”. 

(c) Section 2.18 of the Credit Agreement is hereby amended by adding the following new clause (h) at the end thereof:

 For purposes of determining withholding Taxes imposed under FATCA, from and after the Amendment No. 1 Effective Date, the Loan
Parties and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement and the Loans as not qualifying as “grandfathered obligations” within the meaning of Treasury Regulation
Section 1.1471-2(b)(2)(i). 

  
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 (d) Section 3.15 of the Credit Agreement is hereby amended by adding the following
phrase at the beginning of the first sentence thereof: 
 “Except as disclosed to the Administrative Agent in writing from time to time
after the Effective Date,” 
 (e) Section 6.13 of the Credit Agreement is hereby amended by replacing the table set forth
therein with the following table: 
  

			
	 Fiscal Quarter Ending
	  	Maximum Senior Leverage Ratio
	 September 30, 2014
	  	4.00 to 1.00
	 December 31, 2014
	  	4.25 to 1.00
	 March 31, 2015
	  	3.50 to 1.00
	 June 30, 2015
	  	3.50 to 1.00
	 September 30, 2015
	  	3.50 to 1.00
	 December 31, 2015
	  	3.50 to 1.00
	 March 31, 2016 and each fiscal quarter ending thereafter
	  	2.50 to 1.00

 Section 2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to
the conditions precedent that (i) the Administrative Agent shall have received counterparts to this Amendment, duly executed by each of the Company, the Required Lenders and the Administrative Agent, (ii) the Administrative Agent shall
have received counterparts to the Consent and Reaffirmation, the form of which is attached hereto as Exhibit A, duly executed by each Loan Party (other than the Company) and (iii) the Administrative Agent shall have received from the
Company, on behalf of each Lender signatory hereto that delivers its executed signature page to this Amendment by no later than the date and time specified by the Administrative Agent, an amendment fee in an amount equal to $5,000 for each such
Lender. 
 Section 3. Representations and Warranties of the Company. The Company hereby represents and warrants as
follows: 
 (a) This Amendment has been duly executed and delivered by it and constitutes its legal, valid and binding obligations,
enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding
at law or in equity. 
 (b) After giving effect to this Amendment, the representations and warranties made by it in the Loan Documents are
true and correct as of the date hereof. 
 (c) Before and immediately after giving effect to this Amendment, no Default or Event of Default
shall have occurred and be continuing. 
 Section 4. Effect on Credit Agreement. 

 

  
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 (a) Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the
Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended and modified hereby. 

(b) Except as specifically amended and modified above, the Credit Agreement and all other documents, instruments and agreements executed
and/or delivered in connection therewith shall remain in full force and effect, and are hereby ratified and confirmed. 
 (c) The execution,
delivery and effectiveness of this Amendment shall neither, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender, nor constitute a waiver of any provision of the Credit
Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith. 
 Section 5.
GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

Section 6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose. 
 Section 7. Counterparts. This Amendment may be executed by
one or more of the parties to this Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile or PDF copy of any signature hereto shall have the
same effect as the original thereof. 
 [The remainder of this page is intentionally blank.] 

  
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 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written. 
  

			
	 LIFETIME BRANDS, INC., as the Company

		
	 By
	 	 /s/ Jeffrey Siegel

		 	Name: Jeffrey Siegel
		 	Title: Chairman and Chief Executive Officer


  
 Signature Page to Amendment
No. 1 to 
 Second Amended and Restated Credit Agreement 

Lifetime Brands, Inc. 







 
					
	JPMORGAN CHASE BANK, N.A., individually, as Administrative Agent, a Co-Collateral Agent, Issuing Bank, Swingline Lender and a Lender
		
	 By:
	 	 /s/ Robert A. Kaulius

		 	Name:	 	Robert A. Kaulius
		 	Title:	 	Authorized Officer


  
 Signature Page to Amendment
No. 1 to 
 Second Amended and Restated Credit Agreement 

Lifetime Brands, Inc. 







 
					
	HSBC BANK USA, NATIONAL ASSOCIATION, as Syndication Agent, a Co-Collateral Agent and a Lender
		
	By:	 	 /s/ William Conlan

		 	Name:	 	William Conlan
		 	Title:	 	Sup


  
 Signature Page to Amendment
No. 1 to 
 Second Amended and Restated Credit Agreement 

Lifetime Brands, Inc. 







 
					
	 CAPITAL ONE BUSINESS CREDIT CORP.,

as a Lender

		
	 By:
	 	 /s/ Michael D. Gullo

		 	Name:	 	Michael D. Gullo
		 	Title:	 	Vice President


  
 Signature Page to Amendment
No. 1 to 
 Second Amended and Restated Credit Agreement 

Lifetime Brands, Inc. 







 
					
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

		
	 By:
	 	 /s/ Michael T. Keenan

		 	Name:	 	Michael T. Keenan
		 	Title:	 	Regional Vice Pres.


  
 Signature Page to Amendment
No. 1 to 
 Second Amended and Restated Credit Agreement 

Lifetime Brands, Inc. 







 
					
	 SANTANDER BANK,

as a Lender

		
	 By:
	 	 /s/ Christine Gerula

		 	Name:	 	Christine Gerula
		 	Title:	 	Senior Vice President


  
 Signature Page to Amendment
No. 1 to 
 Second Amended and Restated Credit Agreement 

Lifetime Brands, Inc. 







 EXHIBIT A 

CONSENT AND REAFFIRMATION 

[Attached] 







 CONSENT AND REAFFIRMATION 

Each of the undersigned hereby acknowledges receipt of a copy of that certain Amendment No. 1 to Second Amended and Restated Credit
Agreement, dated as of September 23, 2014 (the “Amendment”), by and among Lifetime Brands, Inc., as the Company (the “Company”), the financial institutions party thereto as Lenders (collectively, the
“Lenders”), and JPMorgan Chase Bank, N.A., as the Administrative Agent (the “Administrative Agent”), which amends that certain Second Amended and Restated Credit Agreement, dated as of January 13, 2014 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, the Foreign Subsidiary Borrowers party thereto, the other Loan Parties party thereto, the Lenders and the
Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the
undersigned consents to the Amendment and acknowledges and agrees that each Loan Document executed by it remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the Loan
Documents shall be a reference to the Credit Agreement as so modified by the Amendment. 
 Dated: September 23, 2014 

[Signature Pages Follow] 







 IN WITNESS WHEREOF, this Consent and Reaffirmation has been duly executed as of the day and year
first above written. 
  

					
	PFALTZGRAFF FACTORY STORES, INC.
		
	By	 	 /s/ Jeffrey Siegel

		 	Name:	 	Jeffrey Siegel
		 	Title:	 	Chairman and President
	
	TMC ACQUISITION INC.
		
	By	 	 /s/ Jeffrey Siegel

		 	Name:	 	Jeffrey Siegel
		 	Title:	 	Chief Executive Officer
	
	LIFETIME DELAWARE HOLDINGS, LLC
		
	By	 	 /s/ James Gary Siegel

		 	Name:	 	James Gary Siegel
		 	Title:	 	Chairman and President
	
	CREATIVE TOPS LIMITED
		
	By	 	 /s/ James Gary Siegel

		 	Name:	 	James Gary Siegel
		 	Title:	 	Director
	
	LIFETIME BRANDS UK LIMITED
		
	By	 	 /s/ James Gary Siegel

		 	Name:	 	James Gary Siegel
		 	Title:	 	Director
	
	CREATIVE TOPS HOLDINGS LIMITED
		
	By	 	 /s/ James Gary Siegel

		 	Name:	 	James Gary Siegel
		 	Title:	 	Director


  
 Signature Page to Consent and
Reaffirmation for 
 Amendment No. 1 to Second Amended and Restated Credit Agreement 

Lifetime Brands, Inc. 







 
					
	THOMAS PLANT (BIRMINGHAM) LIMITED
		
	By	 	 /s/ James Gary Siegel

		 	Name:	 	James Gary Siegel
		 	Title:	 	Director


  
 Signature Page to Consent and
Reaffirmation for 
 Amendment No. 1 to Second Amended and Restated Credit Agreement 

Lifetime Brands, Inc.