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FOURTH AMENDMENT TO CREDIT AGREEMENT
This Fourth Amendment, dated as of August 21, 2000, is
entered into by and between YOUNG AMERICA CORPORATION, a Minnesota corporation
(the "Borrower"), and XXXXX FARGO BANK, NATIONAL ASSOCIATION (assignee of
Norwest Bank Minnesota, National Association), a national banking association
(the "Bank").
RECITALS
The Borrower and the Bank have entered into a Credit Agreement
dated as of April 6, 1998, as amended by a First Amendment to Credit Agreement
dated as of November 13, 1999, a Second Amendment to Credit Agreement dated as
of March 12, 1999, and a Third Amendment to Credit Agreement dated as of
February 25, 2000 (as so amended, the "Credit Agreement").
The Borrower has requested that certain amendments be made to
the Credit Agreement, which the Bank is willing to make pursuant to the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained it is agreed as follows:
1. Defined Terms. Capitalized terms used in this Fourth
Amendment which are defined in the Credit Agreement shall have the same meanings
as defined therein, unless otherwise defined herein.
2. Amendment of Section 1.1. Section 1.1 of the Credit
Agreement is hereby amended by adding the following defined terms:
"'Fourth Amendment' means the Fourth Amendment to Credit
Agreement dated as of August 21, 2000, by and between the Borrower and
the Bank."
3. Amendment of Article V. Article V of the Credit Agreement
is hereby amended as follows:
(a) Section 5.9 of the Credit Agreement is hereby amended in
its entirety to read as follows:
"Section 5.9 Interest Coverage Ratio. Commencing as
of March 31, 2001, the Borrower will maintain its Interest
Coverage Ratio, determined as of the end of each calendar
quarter, at not less than 1.00 to 1.35."
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(b) Section 5.10 of the Credit Agreement is hereby amended in
its entirety to read as follows:
"Section 5.10 Current Ratio. The Borrower will
maintain the ratio of its Current Assets to Current
Liabilities, determined as of the end of each calendar quarter
designated below, at not less than the amount set forth below
opposite the period in which such calendar quarter ends:
Quarters Ending Ratio
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On September 30, 2000 1.00 to 1
On December 31, 2000 1.00 to 1
On March 31, 2001 and each
calendar quarter thereafter 1.10 to 1"
(c) Section 5.11 of the Credit Agreement is hereby amended in
its entirety to read as follows:
"Section 5.11 EBITDA. The Borrower's cumulative
EBITDA during each computation period set forth below shall
not be less than the amount set forth opposite such period:
Computation Period Minimum EBITDA
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January 1, 2000 through
September 30, 2000 $7,500,000
January 1, 2000 through
December 31, 2000 $13,600,000"
4. No Other Changes. Except as explicitly amended by this
Fourth Amendment, all of the terms and conditions of the Credit Agreement shall
remain in full force and effect and shall apply to any advance or letter of
credit thereunder.
5. Representations and Warranties. The Borrower hereby
represents and warrants to the Bank as follows:
(a) The Borrower has all requisite power and authority to
execute this Fourth Amendment and to perform all of its obligations
hereunder, and this Fourth Amendment has been duly executed and
delivered by the Borrower and constitutes the legal, valid and binding
obligation of the Borrower, enforceable in accordance with its terms.
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(b) The execution, delivery and performance by the Borrower of
this Fourth Amendment has been duly authorized by all necessary
corporate action and does not (i) require any authorization, consent or
approval by any governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, (ii) violate any
provision of any law, rule or regulation or of any order, writ,
injunction or decree presently in effect, having applicability to the
Borrower, or the articles of incorporation or by-laws of the Borrower,
or (iii) result in a breach of or constitute a default under any
indenture or loan or credit agreement or any other agreement, lease or
instrument to which the Borrower is a party or by which it or its
properties may be bound or affected.
(c) All of the representations and warranties contained in
Article IV of the Credit Agreement are correct on and as of the date
hereof as though made on and as of such date, except to the extent that
such representations and warranties relate solely to an earlier date.
6. References. All references in the Credit Agreement to "this
Agreement" shall be deemed to refer to the Credit Agreement as amended hereby;
and any and all references in the Loan Documents to the Credit Agreement shall
be deemed to refer to the Credit Agreement as amended hereby.
7. No Waiver. The execution of this Fourth Amendment and any
documents related hereto shall not be deemed to be a waiver of any Default or
Event of Default under the Credit Agreement or breach, default or event of
default under any Loan Document or other document held by the Bank, whether or
not known to the Bank and whether or not existing on the date of this Fourth
Amendment.
8. Release. The Borrower hereby absolutely and unconditionally
releases and forever discharges the Bank, and any and all participants, parent
corporations, subsidiary corporations, affiliated corporations, insurers,
indemnitors, successors and assigns thereof, together with all of the present
and former directors, officers, agents and employees of any of the foregoing,
from any and all claims, demands or causes of action of any kind, nature or
description, whether arising in law or equity or upon contract or tort or under
any state or federal law or otherwise, which the Borrower has had, now has or
has made claim to have against any such person for or by reason of any act,
omission, matter, cause or thing whatsoever arising from the beginning of time
to and including the date of this Amendment, whether such claims, demands and
causes of action are matured or unmatured or known or unknown.
9. Costs and Expenses. The Borrower hereby reaffirms its
agreement under the Credit Agreement to pay or reimburse the Bank on demand for
all costs and expenses incurred by the Bank in connection with the Credit
Agreement, the Loan Documents and the other instruments and documents to be
delivered hereunder and thereunder, including the reasonable fees and reasonable
out-of-pocket expenses of counsel for the Bank with respect thereto, whether
paid to outside counsel or reasonably allocated to
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the Bank by in-house counsel. Without limiting the generality of the foregoing,
the Borrower specifically agrees to pay all fees and disbursements of counsel to
the Bank for the services performed by such counsel in connection with the
preparation of this Fourth Amendment and the documents and instruments
incidental hereto.
10. Miscellaneous. This Fourth Amendment may be executed in
any number of counterparts, each of which when so executed and delivered shall
be deemed an original and all of which counterparts, taken together, shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed as of the date first written above.
XXXXX FARGO BANK, NATIONAL ASSOCIATION YOUNG AMERICA CORPORATION
By /s/ Xxxx X. Xxxxxxx By /s/ Xxxxx Xxxxxxxx
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Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxx
Assistant Vice President Vice President and CFO
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