Item 1.01. Entry into a Material Definitive Agreement

On October 30, 2009, Lifetime Brands, Inc. (the "Company") entered into Amendment No. 6 to the Company's Second Amended and Restated Credit Agreement (the "Amendment"). The Amendment, which is effective as of October 30, 2009 among other things: (i) reduces the Minimum Adjusted Excess Availability to $15.0 million for all fiscal quarters beginning with the fiscal quarter ended September 30, 2009, (ii) eliminates the orderly liquidation value of the Company's trademarks from the calculation of the borrowing base and (iii) reduces the total commitment to $130.0 million. A copy of the Amendment 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 Amendment No. 6 to Second Amended and Restated Credit Agreement by and among Lifetime Brands, Inc., Lenders party hereto, Citibank, N.A. and Wachovia Bank, National Association, as Co-Documentation Agents, JP Morgan Chase Bank, N.A., as Syndication Agent, and HSBC Bank USA, National Association, as Administrative Agent.

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