Lifetime Brands, Inc. $75,000,000 4.75% Convertible Senior Notes Due 2011 REGISTRATION RIGHTS AGREEMENTRegistration 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:
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 2011Lifetime 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”).
