EX-10.1



 Exhibit 10.1 

EXECUTION COPY 
 AMENDMENT
NO. 3 
 TO 
 SECOND
AMENDED AND RESTATED CREDIT AGREEMENT 
 THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”), dated as of May 29, 2015, 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 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 party hereto 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 party hereto 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) The definition of
“Permitted Acquisition Test” set forth in Section 1.01 of the Credit Agreement is hereby amended to replace the reference to the ratio “1.10 to 1.00” set forth therein with the ratio “1.20 to 1.00”.

 (b) Section 2.12(d) of the Credit Agreement is hereby amended to insert the following proviso immediately prior to the period
at the end of the first sentence thereof: 
 provided that, solely for purposes of such prepayment to be made in 2016, the prepayment
amount shall be the greater of (x) $10,000,000 and (y) an amount equal to fifty percent (50%) of the Company’s Excess Cash Flow for the 2015 fiscal year 

  
 1 








 (c) 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

	 June 30, 2015
	  	4.50 to 1.00
	 September 30, 2015
	  	4.50 to 1.00
	 December 31, 2015
	  	4.50 to 1.00
	 March 31, 2016
	  	4.00 to 1.00
	 June 30, 2016
	  	4.00 to 1.00
	 September 30, 2016
	  	4.00 to 1.00
	 December 31, 2016 and each fiscal quarter ending thereafter
	  	3.75 to 1.00

 Section 2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to
the conditions precedent that: 
 (a) the Administrative Agent shall have received counterparts to this Amendment, duly executed by each of
the Company, the Required Lenders and the Administrative Agent; 
 (b) 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); 

(c) the Administrative Agent shall have received from the Company, for the account 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 $10,000 for each such Lender; and 

(d) the Administrative Agent shall have received payment of the Administrative Agent’s and its affiliates’ fees and reasonable
out-of-pocket expenses (including reasonable out-of-pocket fees and expenses of counsel for the Administrative Agent) in connection with this Amendment. 

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. 

(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 such Agreement, as amended and modified hereby. 

  
 2 








 (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.] 

  
 3 








 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/ Laurence Winoker

			Name:		Laurence Winoker
			Title:		 Senior Vice President-Finance, Chief
 Financial
Officer and Treasurer




  
 Signature Page to
Amendment No. 3 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. 3 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:		Senior Vice President



  
 Signature Page to
Amendment No. 3 to 
 Second Amended and Restated Credit Agreement 

Lifetime Brands, Inc. 








 
					
	 CAPITAL ONE BUSINESS CREDIT CORP.,

as a Lender

		
	By:		 /s/ Eustachio Bruno

			Name: 		Eustachio Bruno
			Title:		Director



  
 Signature Page to
Amendment No. 3 to 
 Second Amended and Restated Credit Agreement 

Lifetime Brands, Inc. 








 
					
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:		 /s/ Stephanie Allegra

			Name: 		Stephanie Allegra
			Title:		Senior Vice President



  
 Signature Page to
Amendment No. 3 to 
 Second Amended and Restated Credit Agreement 

Lifetime Brands, Inc. 








 
					
	SANTANDER BANK, N.A., as a Lender
		
	By:		 Kristen Burke

			Name: 		Kristen Burke
			Title:		Senior Vice President



  
 Signature Page to
Amendment No. 3 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. 3 to Second Amended and Restated Credit
Agreement, dated as of May 29, 2015 (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: May 29, 2015 

[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/ Laurence Winoker

			Name: 		Laurence Winoker
			Title:		Senior Vice President-Finance and Treasurer
	
	TMC ACQUISITION INC.
		
	By		 /s/ Laurence Winoker

			Name:		Laurence Winoker
			Title:		Chief Financial Officer and Treasurer
	
	LIFETIME DELAWARE HOLDINGS, LLC
		
	By		 /s/ Laurence Winoker

			Name:		Laurence Winoker
			Title:		Senior Vice President-Finance and Treasurer
	
	CREATIVE TOPS LIMITED
		
	By		 /s/ Ronald Shiftan

			Name:		Ronald Shiftan
			Title:		Director
	
	LIFETIME BRANDS UK LIMITED
		
	By		 /s/ Ronald Shiftan

			Name:		Ronald Shiftan
			Title:		Director
	
	CREATIVE TOPS HOLDINGS LIMITED
		
	By		 /s/ Ronald Shiftan

			Name:		Ronald Shiftan
			Title:		Director



  
 Signature Page to Consent
and Reaffirmation for 
 Amendment No. 3 to Second Amended and Restated Credit Agreement 

Lifetime Brands, Inc. 








 
					
	THOMAS PLANT (BIRMINGHAM) LIMITED
		
	By		 /s/ Ronald Shiftan

			Name: 		Ronald Shiftan
			Title:		Director



  
 Signature Page to Consent
and Reaffirmation for 
 Amendment No. 3 to Second Amended and Restated Credit Agreement 

Lifetime Brands, Inc.