Lifetime Brands, Inc Sample Contracts

AMONG
Asset Purchase Agreement • March 8th, 2006 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • New York
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SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 31, 2006, among LIFETIME BRANDS, INC. as Borrower, the Lenders party hereto, CITIBANK, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents, JPMORGAN CHASE BANK,...
Credit Agreement • November 6th, 2006 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 31, 2006 (this “Agreement”), among LIFETIME BRANDS, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as Syndication Agent, CITIBANK, N.A., as Co-Documentation Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent, and HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”).

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 13, 2014 among LIFETIME BRANDS, INC., as the Company The Foreign Subsidiary Borrowers Party Hereto The Other Loan Parties Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A.,...
Credit Agreement • January 17th, 2014 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • England and Wales

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 13, 2014 (as it may be amended or modified from time to time, this “Agreement”), among LIFETIME BRANDS, INC., the FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Co-Collateral Agent, and HSBC BANK USA, NATIONAL ASSOCIATION, as Syndication Agent and a Co-Collateral Agent.

EMPLOYMENT AGREEMENT
Employment Agreement • January 19th, 2017 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • New York

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of this 12th day of January, 2017, by and between LIFETIME BRANDS, INC., a Delaware corporation (the “Employer”), and JEFFREY SIEGEL (the “Executive”).

Lifetime Brands, Inc. $75,000,000 4.75% Convertible Senior Notes Due 2011 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 25th, 2006 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • New York

Lifetime Brands, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representative, its 4.75% Convertible Senior Notes due 2011 (the “Securities”), upon the terms set forth in the Purchase Agreement between the Company and the Representative dated June 21, 2006 (the “Purchase Agreement”) relating to the initial placement (the “Initial Placement”) of the Securities. To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition to your obligations thereunder, the Company agrees with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a “Holder” and, collectively, the “Holders”), as follows:

AMENDMENT NO. 2 November 14, 2023
Loan Agreement • November 15th, 2023 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • New York

THIS AMENDMENT NO. 2 (this “Amendment”), dated as of the date first set forth above, is entered into by and among, inter alios, LIFETIME BRANDS, INC. (the “Borrower”), each other Loan Party party hereto, the Lenders (as defined below) party hereto (the “Extended Term Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

Daniel Siegel daniel.siegel@lifetimebrands.com Dear Dan,
Letter Agreement • May 21st, 2020 • Lifetime Brands, Inc • Cutlery, handtools & general hardware

This letter agreement (this “Letter Agreement”) shall supplement and amend the Employment Agreement between you and Lifetime Brands, Inc. a Delaware corporation (the “Company”) (as may have been previously amended, the “Employment Agreement”).

AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 28, 2011 among LIFETIME BRANDS, INC., as the Company The Foreign Subsidiary Borrowers Party Hereto The Other Loan Parties Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as...
Credit Agreement • November 8th, 2013 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • New York

AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 28, 2011 (as it may be amended or modified from time to time, this “Agreement”), among LIFETIME BRANDS, INC., the FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Co- Collateral Agent, and HSBC BANK USA, NATIONAL ASSOCIATION, as Syndication Agent and a Co-Collateral Agent.

LIFETIME BRANDS, INC., as Issuer and HSBC BANK USA, NATIONAL ASSOCIATION as Trustee INDENTURE DATED AS OF JUNE 27, 2006 4.75% CONVERTIBLE SENIOR NOTES DUE 2011
Lifetime Brands, Inc • September 25th, 2006 • Cutlery, handtools & general hardware • New York

INDENTURE, dated as of June 27, 2006, between LIFETIME BRANDS, INC., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at One Merrick Avenue, Westbury, New York 11590 (the “Issuer” or the “Company”), and HSBC Bank USA, National Association, a national banking association, as Trustee (the “Trustee”).

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 10th, 2009 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • New York

AMENDMENT NO. 2 (this “Amendment”), dated as of March 31, 2008, by and among LIFETIME BRANDS, INC., (the “Borrower”), the several financial institutions party hereto and HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders.

AMENDMENT TO THE EMPLOYMENT AGREEMENT
Employment Agreement • October 15th, 2019 • Lifetime Brands, Inc • Cutlery, handtools & general hardware

This Amendment (this “Amendment”), dated as of October 11, 2019 by and between LIFETIME BRANDS, INC., a Delaware Corporation (the “Company”) and DANIEL SIEGEL (the “Executive”) shall become effective as of January 1, 2019 (the “Amendment Effective Date”) and amends the Employment Agreement, dated as of November 8, 2017 (the “Employment Agreement”) between the Company and the Executive. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Employment Agreement.

WAIVER AND AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 10th, 2009 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • New York

WAIVER AND AMENDMENT NO. 5 (this “Amendment”), dated as of March 31, 2009, by and among LIFETIME BRANDS, INC., (the “Borrower”), the several financial institutions party hereto and HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders.

EMPLOYMENT AGREEMENT
Employment Agreement • December 29th, 2017 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between LIFETIME BRANDS, INC. (the “Company”) and ROBERT B. KAY (the “Executive”) as of December 22, 2017.

AMENDMENT TO STOCKHOLDERS AGREEMENT
Stockholders Agreement • October 15th, 2019 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • Delaware

This AMENDMENT TO STOCKHOLDERS AGREEMENT (this “Amendment”), dated as of October 11, 2019, is made by and between Lifetime Brands, Inc., a Delaware corporation (“Lifetime”) and Taylor Parent, LLC, a Delaware limited liability company (“Taylor Parent” and, together with Lifetime, the “Parties”), pursuant to Section 8(f) of that certain Stockholders Agreement, dated as of March 2, 2018 (as amended, the “Stockholders Agreement”).

AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 9th, 2017 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • New York

This Amendment, dated as of November 8, 2017, by and between LIFETIME BRANDS INC., a Delaware Corporation (the “Employer”) and JEFFREY SIEGEL, (the “Executive”) amends the Third Amended and Restated Employment Agreement, dated as of January 12, 2017 (the “Employment Agreement”) between the Employer and the Executive. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Employment Agreement.

Lifetime Brands, Inc. 2,500,000 Shares(1) Common Stock ($0.01 par value) Underwriting Agreement
Lifetime Brands, Inc • November 17th, 2005 • Cutlery, handtools & general hardware • New York

Citigroup Global Markets Inc. Adams Harkness, Inc. As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013

SECOND AMENDMENT TO STOCKHOLDERS AGREEMENT
Stockholders Agreement • October 20th, 2023 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • Delaware

This SECOND AMENDMENT TO STOCKHOLDERS AGREEMENT (this “Amendment”), dated as of October _19___, 2023, is made by and between Lifetime Brands, Inc., a Delaware corporation (“Lifetime”) and Taylor Parent, LLC, a Delaware limited liability company (“Taylor Parent” and, together with Lifetime, the “Parties”), pursuant to Section 8(f) of that certain Stockholders Agreement, dated as of March 2, 2018 (as amended, the “Stockholders Agreement”).

AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (SOFR Transition)
Receivables Purchase Agreement • March 9th, 2023 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • New York

THIS AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (SOFR Transition) (this “Amendment”) dated as of __January 6___, 2023 is by and between LIFETIME BRANDS, INC., a Delaware corporation (“LBI”), in its capacity as the administrative agent for the Sellers (in such capacity, the “Seller Agent”), as a “Seller” (a “Seller”), and in its capacity as initial “Servicer”, and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association with an office at 452 Fifth Avenue, New York, New York 10018 (the “Purchaser”).

Amendment Agreement No. 1 dated September 5, 2007 among:
Amendment Agreement • March 31st, 2009 • Lifetime Brands, Inc • Cutlery, handtools & general hardware
Contract
Lifetime Brands, Inc • December 1st, 2005 • Cutlery, handtools & general hardware

The undersigned agree that the Amendment No. 1 to Statement on Schedule 13D to which this Agreement is attached is filed on behalf of each one of them.

STANDARD INDUSTRIAL LEASE AGREEMENT (SINGLE TENANT) Between GRANITE SIERRA PARK LP, a Delaware Limited Partnership, as Landlord, and LIFETIME BRANDS, INC., a Delaware corporation as Tenant
Industrial Lease Agreement • July 6th, 2007 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • California

THIS STANDARD INDUSTRIAL LEASE AGREEMENT (this “Lease”), dated as of the Effective Date (defined below), is made and entered into by and between GRANITE SIERRA PARK LP, a Delaware limited partnership, hereinafter referred to as “Landlord,” and LIFETIME BRANDS, INC., a Delaware corporation, hereinafter referred to as “Original Tenant.”

AMENDMENT TO FORBEARANCE AGREEMENT AND AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Forbearance Agreement • March 10th, 2009 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • New York

AMENDMENT TO FORBEARANCE AGREEMENT AND AMENDMENT NO. 4 (this “Amendment”), dated as of March 6, 2009, by and among LIFETIME BRANDS, INC., (the “Borrower”), the several financial institutions party hereto and HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders.

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Contract
Employment Agreement • March 11th, 2011 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 28, 2011 among LIFETIME BRANDS, INC., as the Company The Foreign Subsidiary Borrowers Party Hereto The Other Loan Parties Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as...
Credit Agreement • November 3rd, 2011 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • New York

AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 28, 2011 (as it may be amended or modified from time to time, this “Agreement”), among LIFETIME BRANDS, INC., the FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Co-Collateral Agent, and HSBC BANK USA, NATIONAL ASSOCIATION, as Syndication Agent and a Co-Collateral Agent.

Contract
Lifetime Brands, Inc • March 11th, 2011 • Cutlery, handtools & general hardware • New York

AMENDMENT NO. 1, dated as of March 9, 2011, among LIFETIME BRANDS, INC., a Delaware corporation (“Borrower”), CITIBANK, N.A., as Administrative Agent (the “Administrative Agent”), and the Subsidiary Guarantors and Lenders listed on the signature pages hereto to that certain Second Lien Credit Agreement, dated as of June 9, 2010 (as further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”) among Borrower, the Subsidiary Guarantors, the Lenders from time to time party thereto and CITIBANK, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

AMENDMENT NO. 6 TO
Credit Agreement • November 2nd, 2009 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • New York

AMENDMENT NO. 6 (this “Amendment”), dated as of October 30, 2009, by and among LIFETIME BRANDS, INC., (the “Borrower”), the several financial institutions party hereto and HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent and Co-Collateral Agent for the Lenders.

LEASE AGREEMENT (Single Tenant Facility)
Lease Agreement • May 9th, 2017 • Lifetime Brands, Inc • Cutlery, handtools & general hardware
AMENDMENT NO. 7 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 12th, 2010 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • New York

AMENDMENT NO. 7 (this “Amendment”), dated as of February 12, 2010, by and among LIFETIME BRANDS, INC., (the “Borrower”), the several financial institutions party hereto and HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent and Co-Collateral Agent for the Lenders.

Amendment Agreement No. 3 dated December 30, 2008 among:
Amendment Agreement • January 16th, 2009 • Lifetime Brands, Inc • Cutlery, handtools & general hardware
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 23rd, 2015 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • New York

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.

SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT
Employment Agreement • February 5th, 2021 • Lifetime Brands, Inc • Cutlery, handtools & general hardware

This Second Amendment (this “Amendment”), dated as of February 1, 2021 by and between Lifetime Brands, Inc., a Delaware Corporation (the “Company”) and Robert B. Kay (the “Executive”) shall be effective as of March 3, 2021 (the “Amendment Effective Date”) and amends the Employment Agreement, dated as of December 22, 2017 between the Company and the Executive, as amended on October 11, 2019 (the “Employment Agreement”).

SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 16th, 2009 • Lifetime Brands, Inc • Cutlery, handtools & general hardware

WAIVER (this “Waiver”), dated as of October 13, 2009, by and among LIFETIME BRANDS, INC., (the “Borrower”), the several financial institutions party hereto and HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent and Co-Collateral Agent for the Lenders.

AGREEMENT AND PLAN OF MERGER BY AND AMONG LIFETIME BRANDS, INC., TPP ACQUISITION I CORP., TPP ACQUISITION II LLC, TAYLOR PARENT, LLC, TAYLOR HOLDCO, LLC, AND SOLELY FOR PURPOSES OF SECTIONS 7.16, 8.02 AND ARTICLE XV, CP TAYLOR GP, LLC December 22, 2017
Agreement and Plan of Merger • December 29th, 2017 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • New York

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of December 22, 2017, by and among Lifetime Brands, Inc., a Delaware corporation (“Buyer”), TPP Acquisition I Corp., a Delaware corporation and wholly-owned Buyer Subsidiary (“Merger Sub”), TPP Acquisition II LLC, a Delaware limited liability company and wholly-owned Buyer Subsidiary (“Buyer Survivor LLC”), Taylor Holdco, LLC, a Delaware limited liability company (the “Company”), Taylor Parent, LLC, a Delaware limited liability company (the “Seller”) and solely for purposes of Sections 7.16, 8.02 and Article XV, CP Taylor GP, LLC, a Delaware limited liability company and the managing member of the Company (“Taylor GP”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Schedule 1. Buyer, Merger Sub, Buyer Survivor LLC, the Company and the Seller are referred to herein collectively as the “Parties” and, individually, as a “Party.”

EMPLOYMENT AGREEMENT
Employment Agreement • May 8th, 2006 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • Delaware

AGREEMENT dated as of April 18, 2006, between LIFETIME BRANDS, INC., a Delaware corporation (the “Company”), and ALAN R. KANTER (the “Executive”).

AMENDMENT OF EMPLOYMENT AGREEMENT
Employment Agreement • April 16th, 2012 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • New York

THIS AMENDMENT, dated as of this 12th day of April 2012, by and between LIFETIME BRANDS, INC., a Delaware corporation (the "Employer"), and LAURENCE WINOKER (the "Executive").

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