Fifth Amendment To Revolving Credit Agreement

EXECUTION COPY


CYRK, INC.
FIFTH AMENDMENT
TO REVOLVING CREDIT AGREEMENT


This FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "AMENDMENT") is dated as of February 4, 1999 and entered into by and CYRK, INC., a Delaware corporation ("BORROWER"), and WELLS FARGO HSBC TRADE BANK, N.A. ("BANK"), as successor-in-interest to The Hongkong and Shanghai Banking Corporation Limited, and is made with reference to that certain Revolving Credit Agreement dated as of December 1, 1993 (the "CREDIT AGREEMENT"), as amended by Amendment One to the Revolving Credit Agreement dated January 12, 1994, by Amendment Number Two to the Revolving Credit Agreement dated May 16, 1994, further amended on October 6, 1994, October 11, 1994, November 18, 1994, March 27, 1995, April 12, 1995, August 1, 1995, November 29, 1995, December 29, 1995, and Amendment Number Three to the Revolving Credit Agreement dated January 25, 1996 and further amended on October 16, 1996, November 20, 1996, February 14, 1997, April 4, 1997, April 23, 1997, February 13, 1998, March 20, 1998 and August 10, 1998, and by the Fourth Amendment to Revolving Credit Agreement dated January 11, 1999, by and between Borrower and Bank. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.


RECITALS


WHEREAS, Borrower and Bank desire to amend the Credit Agreement as set forth below:


NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:


SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT


1.1 AMENDMENT TO SECTION 1: CERTAIN DEFINITIONS


A. Section 1.2 of the Credit Agreement is hereby amended by deleting the date "January 31, 1999" contained in the definition of "Termination Date" contained therein and substituting the date "March 31, 1999" therefor.


SECTION 2. BORROWER'S REPRESENTATIONS AND WARRANTIES


In order to induce Bank to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Borrower represents and warrants to Bank that the following statements are true, correct and complete:


A. POWER AND AUTHORITY. Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obl ...