AMENDMENTNO. 2 TO SECONDAMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 2

TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of February 17, 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 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 (i) the Credit Agreement and (ii) the Second Amended and Restated Pledge and Security Agreement, dated as of January 13, 2014, among the Company, the Subsidiaries of the Company from time to time party thereto and the Administrative Agent (as previously amended, restated, supplemented or otherwise modified, the “Security 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 to Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 3 below, the parties hereto agree that the Credit Agreement is hereby amended as follows:

(a) Clause (a) of the definition of “EBITDA” appearing in Section 1.01 of the Credit Agreement is hereby amended to add the following new clauses (viii) and (ix) thereto (and to make any related punctuation and grammatical changes as a result thereof):

“(viii) cash payments made during such period in respect of (1) Earn Out Obligations incurred pursuant to the Specified Acquisition in an aggregate amount not to exceed the Dollar Amount of £5,500,000 for all periods and (2) Earn Out Obligations incurred pursuant to the December 2012 acquisition of the Fred & Friends business of Easy Aces, Inc. in an aggregate amount not to exceed $7,700,000 for all periods and (ix) non-recurring one-time cash charges, not to exceed, in the aggregate for all periods, $1,250,000, incurred during the 2014 fiscal year of the Company in connection with a Permitted Acquisition and the refinancing of certain Indebtedness, in each case, previously disclosed to the Administrative Agent and whether or not consummated”

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(b) Clause (b) of the definition of “EBITDA” appearing in Section 1.01 of the Credit Agreement is hereby amended to add the following new clause (iii) thereto (and to make any related punctuation and grammatical changes as a result thereof):

“(iii) any non-cash items of income for such period in respect of any non-cash adjustments to Earn Out Obligations incurred pursuant to the Specified Acquisition and/or the December 2012 acquisition of the Fred & Friends business of Easy Aces, Inc.”

(c) Section 6.13 of the Credit Agreement is hereby amended by replacing the table set forth therein with the following table:

Section 2. Amendments to Security Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 3 below, the parties hereto agree that the Security Agreement is hereby amended as follows:

(a) The definition of “Material Deposit Account” appearing in Section 1.3 of the Security Agreement is hereby amended to replace the figure “$50,000” appearing therein with the figure “$250,000”.

(b) Section 4.5 of the Security Agreement is hereby amended to insert the phrase “with a value, individually, of $250,000 or more or, in the aggregate, of $1,000,000 or more” immediately after the first parenthetical appearing in the last sentence thereof.

(c) Section 4.14 of the Security Agreement is hereby amended to insert the following proviso at the end thereof:

provided that, if at any time the sum of the average monthly balances of all Deposit Accounts of the Grantors, other than those that are subject to Deposit Account Control Agreements, equals or exceeds $1,000,000, the Grantors shall provide to the Administrative Agent a Deposit Account Control Agreement with respect to a sufficient number of Deposit Accounts in order to eliminate such excess.

Section 3. 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.

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Section 4. 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 5. Effect on Credit Agreement and Security Agreement.

(a) Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement or in the Security 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.

(b) Except as specifically amended and modified above, the Credit Agreement, the Security 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, the Security Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

Section 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 7. 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 8. 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.

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

Signature Page to Amendment No. 2 to

Second Amended and Restated Credit Agreement

Lifetime Brands, Inc.

Signature Page to Amendment No. 2 to

Second Amended and Restated Credit Agreement

Lifetime Brands, Inc.

Signature Page to Amendment No. 2 to

Second Amended and Restated Credit Agreement

Lifetime Brands, Inc.

Signature Page to Amendment No. 2 to

Second Amended and Restated Credit Agreement

Lifetime Brands, Inc.

Signature Page to Amendment No. 2 to

Second Amended and Restated Credit Agreement

Lifetime Brands, Inc.

Signature Page to Amendment No. 2 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. 2 to Second Amended and Restated Credit Agreement, dated as of February 17, 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 (i) 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 and (ii) that certain Second Amended and Restated Pledge and Security Agreement, dated as of January 13, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by and among the Company, the Subsidiaries of the Company from time to time party thereto 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 or the Security Agreement contained in the Loan Documents shall be a reference to such Agreement as so modified by the Amendment.

Dated: February 17, 2015

[Signature Pages Follow]

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

Signature Page to Consent and Reaffirmation for

Amendment No. 2 to Second Amended and Restated Credit Agreement

Lifetime Brands, Inc.

Signature Page to Consent and Reaffirmation for

Amendment No. 2 to Second Amended and Restated Credit Agreement

Lifetime Brands, Inc.