<PAGE> 1
[WELLS FARGO LETTERHEAD]
EXHIBIT 10
July 31, 2000
Joe Stasney
Young America Corporation
717 Faxon Road
Young America, MN 55397
RE: Waiver of Default
Dear Joe,
Norwest Bank Minnesota, National Association (the "Bank") and Young America
Corporation (the "Borrower") are parties to a certain Credit Agreement dated
April 7, 1998 (the "Agreement") as amended.
Section 5.10 of the Agreement states that the Borrower will maintain a Current
Ratio at not less than 1.10 to 1.00 for the Covenant Computation Date of June
30, 2000. For the Covenant Computation Date of June 30, 2000, the Borrower's
Current Ratio was 1.05 to 1.00, thereby creating an Event of Default under the
Agreement.
Section 5.9 of the Agreement states that the Borrower will maintain an Interest
Coverage Ratio at not less than 1.00 to 1.00 for the Covenant Computation Date
of June 30, 2000. For the Covenant Computation Date of June 30, 2000, the
Borrower's Interest Coverage Ratio was 0.82 to 1.00, thereby creating an Event
of Default under the Agreement.
We hereby waive the violations of Section 5.9 and 5.10 for the period ending
June 30, 2000 as noted in the paragraphs above. This waiver is unique and
specific. The Bank does not waive any other portions of the Agreement, nor do
they give up any of the rights and remedies granted to them thereunder.
Very truly yours,
/s/ Jeffrey H. Morsman
Jeffrey H. Morsman
Assistant Vice President
