Item 1.01. Entry into a Material Definitive Agreement

On October 13, 2009, Lifetime Brands, Inc. (the "Company") and the financial institutions party to the Company's Second Amended and Restated Credit Agreement dated October 31, 2006, entered into an agreement reducing to $107 million the minimum net sales requirement for the quarter ended September 30, 2009. A copy of the agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure contained in "Item 1.01. - Entry into a Material Definitive Agreement" of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits
99.1 Waiver to the Second Amended and Restated Credit Agreement, dated as of October 13, 2009, by and among Lifetime Brands, Inc., the several financial institutions party hereto and HSBC Bank USA, National Association, as Administrative Agent and Co-Collateral Agent for the Lenders.

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