AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 99.1
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment No. 1 (this “Amendment”) is entered into as of August 27, 2007 by and
among Viad Corp, a Delaware corporation (the “Borrower”), JPMorgan Chase Bank, National
Association, as Lender and as Administrative Agent (“Administrative Agent”), and the other
financial institutions signatory hereto.
RECITALS
A. The Borrower, the Administrative Agent and the Lenders are party to that certain Amended
and Restated Credit Agreement dated as of June 15, 2006 (as amended, the “Credit
Agreement”). Unless otherwise specified herein, capitalized terms used in this Amendment shall
have the meanings ascribed to them by the Credit Agreement.
B. The Borrower, the Administrative Agent and the Required Lenders wish to amend the Credit
Agreement on the terms and conditions set forth below.
Now, therefore, in consideration of the mutual execution hereof and other good and valuable
consideration, the parties hereto agree as follows:
1. Amendment to Credit Agreement. Upon the “Effective Date” (as defined below),
Section 6.10(iii) of the Credit Agreement shall be amended in its entirety to read as follows:
“(iii) the Borrower may from time to time repurchase its Capital Stock for aggregate
consideration not in excess of $110,000,000, provided that no Default or, to the knowledge
of an Authorized Officer after due inquiry, Unmatured Default shall exist before or after
giving effect to any such repurchase or be created as a result thereof,”
2. Representations and Warranties of the Borrower. The Borrower represents and
warrants that:
(a) Each of the representations and warranties contained in the Credit Agreement is
true and correct in all material respects on and as of the date hereof as if made on the
date hereof;
(b) After giving effect to this Amendment, no Default or Unmatured Default has occurred
and is continuing.
3. Effective Date. This Amendment shall become effective upon the date of the
execution and delivery (i) of this Amendment by the Borrower and the Required Lenders and (ii) the
Guarantor’s Acknowledgment attached hereto as Exhibit A by Guarantor (the “Effective
Date”).
4. Reference to and Effect Upon the Loan Documents.
(a) Except as specifically amended, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified and confirmed.
(b) The execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Administrative Agent or any Lender under the
Credit Agreement or any Loan Document, nor constitute a waiver of any provision of the
Credit Agreement or any Loan Document, except as specifically set forth herein. Upon the
effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to
the Credit Agreement as amended hereby.
5. Costs and Expenses. The Borrower hereby affirms its obligation under Section
9.6 of the Credit Agreement to reimburse the Administrative Agent for all reasonable costs,
internal charges and out-of-pocket expenses paid or incurred by the Administrative Agent in
connection with the preparation, negotiation, execution and delivery of this Amendment, including
but not limited to the attorneys’ fees and time charges of attorneys for the Administrative Agent
with respect thereto.
6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
7. Headings. Section headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any other purposes.
8. Counterparts. This Amendment may be executed in any number of counterparts, each
of which when so executed shall be deemed an original but all such counterparts shall constitute
one and the same instrument.
(signature pages to follow)
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first
above written.
VIAD CORP | ||||
By: | /s/ Xxxxx X. Xxxxxxxxx | |||
Its: | Vice President | |||
By: | /s/ Xxxxx X. Xxxxxx | |||
Its: | Treasurer | |||
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender and as Administrative Agent |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Its: | Senior Vice President | |||
[Signature Page to Viad Amendment No. 1 to Amended and Restated Credit Agreement]
WACHOVIA BANK, NATIONAL ASSOCIATION | ||||
By: | /s/ Xxxx X. Xxxxxx | |||
Its: | Director | |||
[Signature Page to Viad Amendment No. 1 to Amended and Restated Credit Agreement]
BANK OF AMERICA, N.A. | ||||
By: | /s/ Xxxxx XxXxxxxx | |||
Its: | Senior Vice President | |||
[Signature Page to Viad Amendment No. 1 to Amended and Restated Credit Agreement]
KEYBANK NATIONAL ASSOCIATION | ||||
By: | /s/ Xxxxx X. Xxxxxx | |||
Its: | Vice President | |||
[Signature Page to Viad Amendment No. 1 to Amended and Restated Credit Agreement]
U.S. BANK NATIONAL ASSOCIATION | ||||
By: | /s/ Xxxxx Xxxxx | |||
Its: | Senior Vice President | |||
[Signature Page to Viad Amendment No. 1 to Amended and Restated Credit Agreement]
XXXXX FARGO BANK, NATIONAL ASSOCIATION |
||||
By: | /s/ Mitsoo Xxxxxxx | |||
Its: | Vice President | |||
[Signature Page to Viad Amendment No. 1 to Amended and Restated Credit Agreement]
COMERICA WEST INCORPORATED | ||||
By: | /s/ Xxxxxx Xxxxxx | |||
Its: | Corporate Banking Officer | |||
[Signature Page to Viad Amendment No. 1 to Amended and Restated Credit Agreement]
BANK OF THE WEST | ||||
By: | /s/ Xxxx Xxxxxx | |||
Its: | Vice President | |||
[Signature Page to Viad Amendment No. 1 to Amended and Restated Credit Agreement]
EXHIBIT A
GUARANTOR’S ACKNOWLEDGMENT OF
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
The Guarantor hereby acknowledges the terms and conditions of Amendment No. 1 to
Amended and Restated Credit Agreement entered into as of August 27, 2007 and hereby reaffirms its
obligations under the Guaranty. Capitalized terms used herein shall have the meanings ascribed to
them by the Amended and Restated Credit Agreement dated as of June 15, 2006 and entered into by and
among the Borrower, the Administrative Agent and the Lenders.
GES EXPOSITION SERVICES, INC. | ||||
By: | /s/ Xxxxx X. Xxxxxxxxx | |||
Its: | Vice President | |||
By: | /s/ Xxxxx X. Xxxxxx | |||
Its: | Treasurer | |||
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