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                                                                    EXHIBIT 10.1




                       FIRST AMENDMENT TO CREDIT AGREEMENT

                  This First Amendment, dated as of November 16, 1998, is
entered into by and between YOUNG AMERICA CORPORATION, a Minnesota corporation
(the "Borrower"), and 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 7, 1998 (the "Credit Agreement"). Pursuant to the Credit
Agreement, the Bank has agreed to make certain revolving credit advances to, and
issue letters of credit for the benefit of, the Borrower, which revolving credit
advances are to be evidenced by the Borrower's promissory note dated as of April
7, 1998.

                  The Compliance Certificate prepared by the Borrower with
respect to the calendar quarter ended September 30, 1998 (the "September 30,
1998 Compliance Certificate") reveals that two separate Events of Default (as
defined in the Credit Agreement) have occurred as of September 30, 1998 and are
continuing under the Credit Agreement.

                  The Borrower has requested that the Bank waive the Events of
Default disclosed by the September 30, 1998 Compliance Certificate and agree to
certain amendments to the Credit Agreement, and the Bank has agreed to do so
pursuant to the terms and upon the 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. Unless otherwise defined herein or in the
preamble or the Recitals hereto, capitalized terms used in this First Amendment
which are defined in the Credit Agreement shall have the meanings given to them
therein.

                  2. Waiver of Certain Events of Default. The Borrower hereby
acknowledges and agrees that the following Events of Default have occurred, are
continuing and are disclosed pursuant to the September 30, 1998 Compliance
Certificate:

                  (a) The Borrower's Interest Coverage Ratio as of September 30,
         1998 was 0.98, constituting a Default under Section 5.9 of the Credit
         Agreement which requires that the Borrower's Interest Coverage Ratio be
         not less than 1.50 as of September 30, 1998; and

                  (b) The Borrower's Current Ratio as of September 30, 1998 was
         1.08, constituting a Default under Section 5.10 of the Credit Agreement
         which requires that the Borrower's Current Ratio be not less than 1.10
         as of September 30, 1998.

Effective as of September 30, 1998, December 31, 1998, March 31, 1999, June 30,
1999 and September 30, 1999, the Bank hereby waives compliance with Section 5.9
of the Credit 
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Agreement. Nothing in this paragraph 2 shall constitute a waiver of compliance
with Section 5.9 of the Credit Agreement on and as of the end of each calendar
quarter occurring after September 30, 1999, commencing with the calendar quarter
ending December 31, 1999.

                  Effective as of September 30, 1998 and December 31, 1998, the
Bank hereby waives compliance with Section 5.10 of the Credit Agreement. Nothing
in this paragraph 2 shall constitute a waiver of compliance with Section 5.10 of
the Credit Agreement on and as of the end of each calendar quarter occurring
after December 31, 1998, commencing with the calendar quarter ending March 31,
1999.

                  3. Amendment of Article I. Section 1.1 of the Credit Agreement
is hereby amended by substituting or adding, as the case may be, the following
defined terms:

                  "Borrowing Base" means, at any time, the lesser of (a) the
         Commitment Amount or (b) eighty-five percent (85%) of the Eligible
         Accounts of the Borrower less the positive difference between
         Non-Cleared Rebate Checks of the Borrower and cash and cash equivalents
         of the Borrower, computed on the basis of the most recent Borrowing
         Base Certificate furnished to the Bank as required by Section 2.1(b) or
         5.1(d). Accounts and Eligible Accounts will be determined as of the
         most current fiscal month-end for which the Borrower has prepared
         financial statements. Non-Cleared Rebate Checks will be determined as
         of the most recent date that accurate information is available, but in
         any case will be determined as of a date not older than the most
         current fiscal month-end for which the Borrower has prepared financial
         statements. Cash and cash equivalents will be determined as of the
         current Business Day.

                  "Borrowing Base Certificate" means a certificate in
         substantially the form of Exhibit A attached to the First Amendment, or
         such other form as the Borrower and the Bank may from time to time
         approve in writing, executed by either the President and Chief
         Executive Officer of the Borrower or the Chief Financial Officer of the
         Borrower, setting forth the Accounts, Eligible Accounts, Non-Cleared
         Rebate Checks, cash and cash equivalents and Borrowing Base of the
         Borrower as of a particular date.

                  "Capital Expenditures" means, as to any Person, the sum of:

                  (a) the aggregate amount of all expenditures of such Person
         for fixed or capital assets made during such period which, in
         accordance with GAAP, would be classified as capital expenditures; and
         (without duplication)

                  (b) the aggregate amount of all Capitalized Lease Liabilities
         incurred during such period;

        excluding, however, the amount of any casualty insurance proceeds or
        condemnation awards used to replace fixed or capital assets.

                  "Capitalized Lease Liabilities" means, as to any Person, all
         monetary obligations of such Person under any leasing or similar
         arrangement, which, in accordance with GAAP, would be classified as
         capitalized leases and, for purposes of this Agreement, the 


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<PAGE>   3
         amount of such obligations shall be the capitalized amount thereof,
         determined in accordance with GAAP.

                  "Compliance Certificate" means a certificate in substantially
         the form of Exhibit B attached to the First Amendment, or such other
         form as the Borrower and the Bank may from time to time approve in
         writing, executed by either the President and Chief Executive Officer
         of the Borrower or the Chief Financial Officer of the Borrower, stating
         (a) that any financial statements delivered therewith have been
         prepared in accordance with GAAP, subject (in the case of interim
         statements) to year-end adjustments and the omission of footnotes, (b)
         whether or not such officer has knowledge of the occurrence of any
         Default or Event of Default hereunder not theretofore reported and
         remedied and, if so, stating in reasonable detail the facts with
         respect thereto and (c) if such financial statements relate to the end
         of a calendar quarter, all relevant facts and reasonable detail to
         evidence, and the computations as to, whether or not the Borrower is in
         compliance with the Financial Covenants.

                  "EBITDA" means, for the period of determination, the sum of
         (a) Net Income of the Borrower for such period and (b) Interest
         Expense, taxes, depreciation, depletion, amortization and other
         non-cash items of the Borrower for such period (to the extent deducted
         in determining Net Income), all as determined in accordance with GAAP.
         Unless otherwise stated herein, EBITDA as of any month-end means the
         Borrower's EBITDA during the twelve (12) calendar months ending on that
         month-end period.

                  "Financial Covenant" means any of the Borrower's obligations
         set forth in Sections 5.9, 5.10, 5.11, 5.12 or 6.12 of this Credit
         Agreement.

                  "First Amendment" means the First Amendment to Credit
         Agreement dated as of November 13, 1998, by and between the Borrower
         and the Bank.

                  "Floating Rate" means an annual rate equal to the Base Rate
         plus two percent (2.00%) per annum.

                  "Net Quick Accounts" means the Borrower's cash plus Accounts
         less the sum of the Borrower's (a) Non-Cleared Rebate Checks, (b)
         collections and advances due to customers of the Borrower, (c) accounts
         payable of the Borrower and (d) all determined on a basis consistent
         with the Borrower's historical accounting practices.

                  "Non-Cleared Rebate Checks" means those rebate checks that
         have been issued by the Borrower but that have not yet been presented
         for payment, as accounted for in the Borrower's financial statements as
         "Non-Cleared Rebated Checks" and determined on a basis consistent with
         the Borrower's historical accounting practices.

                  4. Amendment of Article II. Article II of the Credit Agreement
is hereby amended as follows:

                  (a) Borrowing Base Certificate. Section 2.1(b) of the Credit
         Agreement is amended by adding a new sentence to the end thereof which
         reads as follows:

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<PAGE>   4
                           "Any request for an Advance, whether written or
                  telephonic, shall be accompanied by a currently dated and
                  certified Borrowing Base Certificate, together with such
                  supporting documentation as the Bank may require."

                  (b) Interest Rate. The Borrower's option to elect a Eurodollar
         Rate under Article II for application to any outstanding principal of
         the Note is hereby terminated and each and every reference in the
         Credit Agreement to the Eurodollar Rate and Eurodollar Rate Fundings is
         hereby deleted. The entire unpaid principal balance of the Note shall
         bear interest at the Floating Rate, subject to increase to the Default
         Rate as provided in Section 2.2(e).

                  (c) Non-usage Fees. Section 2.8(b) of the Credit Agreement is
         hereby amended in its entirety to read as follows:

                           "Non-usage Fees. The Borrower shall pay the Bank a
                  non-usage fee at the rate of three-eighths of one percent
                  (0.375%) per annum to the date of the First Amendment and at
                  the rate of one-half of one percent (0.500%) per annum from
                  the date of the First Amendment to and including the
                  Commitment Termination Date, on the average daily unused
                  amount of the Commitment Amount, payable monthly on the last
                  day of each calendar month. Any non-usage fee remaining unpaid
                  on the Commitment Termination Date shall be due and payable on
                  that date."

                  5. Amendment of Article V. Article V of the Credit Agreement
is hereby amended as follows:

                  (a) EBITDA. A new Section 5.11 is hereby added to the Credit
         Agreement which reads 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:

<TABLE>
<CAPTION>
                      Computation Period                            Minimum EBITDA
                      ------------------                            --------------
<S>                                                                 <C>       
                      October 1, 1998 through November 30, 1998       $  150,000

                      October 1, 1998 through December 31, 1998       $  800,000

                      October 1, 1998 through January 31, 1999        $1,100,000

                      October 1, 1998 through February 28, 1999       $1,400,000

                      January 1, 1999 through 
</TABLE>


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<TABLE>
<S>                                                                 <C>       
                           March 31, 1999                             $2,500,000

                      January 1, 1999 through June 30, 1999           $6,000,000

                      January 1, 1999 through September 30, 1999      $9,500,000"
</TABLE>

                  (b) A new Section 5.12 is hereby added to the Credit Agreement
         which reads as follows:

                           "Section 5.12 Net Quick Accounts." The Borrower's Net
                  Quick Accounts, determined as of each date set forth below,
                  shall not be less than the amount set forth opposite such
                  period:

<TABLE>
<CAPTION>
                     Computation Date                         Minimum Net Quick Accounts
                     ----------------                         --------------------------
<S>                                                           <C>       
                     October 31, 1998                                 $3,000,000

                     November 30, 1998                                $3,500,000

                     December 31, 1998                                $4,000,000

                     January 31, 1999                                 $4,500,000

                     February 28, 1999                                $  500,000

                     March 31, 1999                                   $1,000,000"
</TABLE>

                  (c) 1999 Business Plan. A new Section 5.13 is hereby added to
         the Credit Agreement which reads as follows:

                           "Section 5.13 Delivery of 1999 Business Plan. The
                  Borrower will deliver to the Bank as soon as available and in
                  any event not later than December 31, 1998, projections for
                  the Borrower's financial performance for calendar year 1999,
                  including projections of income, cash flows and balance
                  sheets, all presented on a month-by-month basis in such detail
                  as the Bank may reasonably request (and in any event presented
                  in a level of detail consistent with the Borrower's monthly
                  financial reports), certified by the President and Chief
                  Executive Officer of the Borrower or the Chief Financial
                  Officer of the Borrower as being identical to the budget used
                  by the Borrower for its internal planning purposes and based
                  upon the Borrower's good faith and reasonable estimation of
                  the business results which it will achieve during such
                  calendar year (the "1999 Business Plan"). At the same time as
                  the 1999 Business Plan is delivered by the Borrower to the
                  Bank hereunder, the Borrower shall deliver to the Bank a
                  writing which sets forth and describes (a) the Borrower's
                  plans for its interactive voice-response business and (b) the
                  status of its contract discussions with Moore Response
                  Marketing Services and a description of the terms and
                  conditions of 


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                  such proposed contract."

                  6. Amendment of Article VI. Article VI of the Credit Agreement
is hereby amended as follows:

                  (a) Transactions with Affiliates. Section 6.7 of the Credit
         Agreement is hereby amended by deleting subsection (d) thereof and
         inserting in place thereof the following:

                           "(d) With the prior written consent of the Bank,
         payments of customary annual management, consulting and advisory fees
         and related expenses to BT Capital Partners, Inc., Ontario Teachers'
         Pension Plan Board and their respective affiliates, so long as the
         aggregate amount so paid in any single calendar year does not exceed
         $250,000."

                  (b) Capital Expenditures. A new Section 6.12 is hereby added
         to the Credit Agreement which reads as follows:

                           "Section 6.12 Capital Expenditures. The Borrower will
                  not make Capital Expenditures during any period set forth
                  below in excess of the amount set forth opposite such period,
                  whether payable currently or in the future:

<TABLE>
<CAPTION>
                           Computation Period     Permitted Capital Expenditures
                           ------------------     ------------------------------
                                                        (in the Aggregate)      
                                                        ------------------      
<S>                                               <C>    
</TABLE>




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<TABLE>
<S>                                                                     <C>    
                      October 1, 1998 through November 30, 1998         $100,000

                      October 1, 1998 through December 31, 1998         $150,000

                      October 1, 1998 through January 31, 1999          $200,000

                      October 1, 1998 through February 28, 1999         $250,000

                      October 1, 1998 through March 31, 1999            $300,000"
</TABLE>

                  7. Amendment of Article VII. Section 7.1 of the Credit
Agreement is hereby amended by adding a new subsection (p) which reads as
follows:

                  "(p) The Borrower shall fail to deliver the 1999 Business Plan
         in the form and on the date required in Section 5.13, or such 1999
         Business Plan shall not be in substance reasonably acceptable in all
         respects to the Bank; or the 1999 Business Plan shall not present a
         business plan and a monthly budget that demonstrates, based upon
         reasonable assumptions acceptable to the Bank, that the Borrower will
         (i) achieve EBITDA of not less than Six Million Dollars ($6,000,000)
         for the period of January 1, 1999 through June 30, 1999 and of not less
         than Thirteen Million Dollars ($13,000,000) for the period of January
         1, 1999 through December 31, 1999, (ii) except as waived in paragraph 2
         of the First Amendment, comply with all Financial Covenants in 1999 and
         (iii) not be in Default of any term, covenant or condition of this
         Agreement in 1999."

                  8. Amendment Fee. In consideration of the execution of this
First Amendment, the Borrower hereby agrees to pay the Bank a $20,000 amendment
fee, payable upon execution and delivery of this First Amendment.

                  9. No Other Changes. Except as expressly amended by this First
Amendment, all of the terms and conditions of the Credit Agreement shall remain
in full force and effect.

                  10. 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 First Amendment and to perform all of its obligations
         hereunder, and this First Amendment has been duly executed and
         delivered by the Borrower and constitutes the legal, valid and binding
         agreement of the Borrower, enforceable in accordance with its terms
         except to the extent that enforcement thereof may be limited by
         principles of equity and any 


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         applicable bankruptcy, solvency or similar laws now or hereafter in
         effect affecting creditors' rights generally.

                  (b) The execution, delivery and performance by the Borrower of
         this First 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 true and correct in all material
         respects 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.

                  11. 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 to the Credit Agreement in the Security
Agreement shall be deemed to refer to the Credit Agreement as amended hereby.

                  12. No Waiver. Except as expressly provided in paragraph 2
above, the execution of this First Amendment 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 Security Agreement or other document held by the
Bank, whether or not known to the Bank and whether or not existing on the date
of this First Amendment.

                  13. 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 First Amendment,
whether such claims, demands and causes of action are matured or unmatured or
known or unknown.

                  14. Costs and Expenses. The Borrower hereby reaffirms its
agreement under the Credit Agreement to pay or reimburse the Bank for all
reasonable costs and expenses incurred by the Bank in connection with the Credit
Agreement, the Security Agreement and all other documents contemplated thereby,
including without limitation all reasonable fees and disbursements of legal
counsel. Without limiting the generality of the foregoing, the Borrower
specifically agrees to pay all reasonable fees and disbursements of counsel to
the Bank for the 


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<PAGE>   9
services performed by such counsel in connection with the preparation of this
First Amendment and any documents and instruments incidental hereto. The
Borrower hereby agrees that the Bank may, at any time or from time to time in
its sole discretion and without further authorization by the Borrower, make an
Advance to the Borrower under the Credit Agreement, or apply the proceeds of an
Advance, for the purpose of paying any such fees, disbursements, costs and
expenses.

                  15. Miscellaneous. This First 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 First
Amendment to be duly executed by their respective officers thereunto duly
authorized as of the date first above written.

                                        YOUNG AMERICA CORPORATION


                                        By______________________________
                                          Its___________________________

                                        NORWEST BANK MINNESOTA,
                                           NATIONAL ASSOCIATION


                                        By______________________________
                                           John K. Lukaska
                                           Its Vice President



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