EXHIBIT 4.B2
FIRST AMENDMENT DATED OCTOBER 3, 2001
TO AMENDED AND RESTATED CREDIT AGREEMENT (LONG TERM
REVOLVING CREDIT FACILITY) DATED AS OF AUGUST 31, 2001
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
(this "AMENDMENT") is dated as of October 3, 2001 and entered into by and among
VIAD CORP, a Delaware corporation (the "COMPANY"), as the Domestic Borrower and
as the Guarantor, GREYHOUND CANADA HOLDINGS, INC., an Alberta corporation (the
"CANADIAN BORROWER", and together with the Domestic Borrower, collectively, the
"BORROWERS"), the undersigned Lenders, BANK ONE, NA, as an Issuing Lender ("BANK
ONE"), CITICORP USA, INC. ("CUSA"), as the administrative agent for the Lenders
hereunder (in such capacity, the "ADMINISTRATIVE AGENT") and CITIBANK CANADA,
special administrative agent for the Canadian Lenders (the "CANADIAN AGENT"),
and is made with reference to that certain Amended and Restated Credit Agreement
(Long Term Revolving Credit Facility), dated as of August 31, 2001, by and among
the Company, the Canadian Borrower and the lenders listed on the signature pages
thereof (the "LENDERS"), Bank One, the Administrative Agent and the Canadian
Agent (the "CREDIT AGREEMENT"). Capitalized terms used herein without definition
shall have the same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, the Company has requested and Requisite Lenders have
agreed to modify the terms of the Credit Agreement with respect to the issuance
of Letters of Credit and amend the Credit Agreement in certain other respects;
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
A. AMENDMENT TO SECTION 1.01. CERTAIN DEFINED TERMS.
(i) Section 1.01 of the Credit Agreement is hereby amended by
inserting the following definition:
`"Bank One" means Bank One, NA and its successors.'
(ii) Section 1.01 of the Credit Agreement is hereby amended by
deleting the definition of "Issuing Lender" and substituting the
following in lieu thereof:
`"Issuing Lender" means (i) Bank One or (ii) such other U.S.
Lenders that agree to Issue a Letter of Credit in accordance with
Section 2.17 at the request of the Domestic Borrower.'
(iii) Section 1.01 of the Credit Agreement is hereby amended
by deleting the definition of "U.S. Lender" and substituting the
following in lieu thereof:
"U.S. Lender" means each bank listed on Schedule II as a
Domestic Lender and its successors and assigns.
(iv) Section 1.01 of the Credit Agreement is hereby amended by
deleting the definition of "Canadian Lenders" and substituting the
following in lieu thereof:
"Canadian Lenders" means each bank listed on Schedule II
hereto as a Canadian Lender and its successors and assigns, except
that, in connection with the making of Loans to the Domestic Borrower
under the Canadian Commitment, Canadian Lender shall mean the affiliate
of a Canadian Lender that is a U.S. Lender.
B. AMENDMENT TO SECTION 2.04. FEES. Section 2.04 of the Credit
Agreement is hereby amended by deleting subsection (c) thereof in its entirety
and substituting the following in lieu thereof:
`(c) Letter of Credit Fee to Issuing Lender. The Domestic
Borrower agrees to pay to the Administrative Agent for the account of
each Issuing Lender a fee with respect to each Letter of Credit issued
by such Issuing Lender payable quarterly, in arrears, on the last day
of each March, June, September and December, commencing September 30,
2001 in an amount equal to the product of:
(i) the average daily aggregate amount of the outstanding
Letters of Credit during such period for which such payment is to be
made, times
(ii) a rate of .1250% per annum, or as otherwise agreed
between such Issuing Lender and the Domestic Borrower.'
C. AMENDMENT TO SECTION 2.11. PAYMENTS AND COMPUTATIONS.
Section 2.11 of the Credit Agreement is hereby amended by
inserting the following as subsection (e) thereof:
"(e) The obligations of each Borrower hereunder shall be
several and not joint, subject to the provisions of Article VIII as to
the obligations of the Company with respect to the Guarantied
Obligations."
D. AMENDMENT TO SECTION 2.17. LETTERS OF CREDIT.
(i) Section 2.17 of the Credit Agreement is hereby amended by
deleting subsection (a) thereof in its entirety and substituting the
following in lieu thereof:
"(a) The Domestic Borrower may request, in accordance with the
terms and conditions hereinafter set forth, from time to time on any
Business Day during the period from the Closing Date until the date
which occurs 30 days before the Termination Date that one or more
Issuing Lenders Issue letters of credit denominated in Dollars (each a
"Letter of Credit") in an aggregate face amount not to exceed
$200,000,000 outstanding at any one time, each such Letter of Credit to
expire on or before the earlier of (i) the Termination Date or (ii)(A)
in the case of Standby Letters of Credit, unless the terms of
2
the Letter of Credit provide for a longer period, the one year
anniversary of its Issuance and (B) in the case of Commercial Letters
of Credit, 180 days after the date of its Issuance. Subject to the
terms and conditions of this Agreement and in reliance upon the
representations and warranties of the Domestic Borrower herein set
forth, Bank One, or another U.S. Lender designated by the Domestic
Borrower (if such U.S. Lender agrees), shall Issue such Letters of
Credit in accordance with the provisions of this Section 2.17 and in
accordance with such U.S. Lender's standard form of application for
Issuance of letters of credit; provided the Domestic Borrower shall not
request that any Issuing Lender Issue any Letter of Credit if after
giving effect to the Issuance of such Letter of Credit, either (I) the
outstanding Letter of Credit Usage shall exceed $200,000,000 or (II)
the sum of (A) the outstanding Letter of Credit Usage and (B) the
equivalent in Dollars of the then outstanding Advances, shall exceed
the aggregate Domestic Commitments.
On the last day of each calendar month, each Issuing Lender
shall deliver to the Administrative Agent (with a copy to the Domestic
Borrower) a schedule identifying all then outstanding Letters of Credit
Issued by such Issuing Lender, together with details of the face amount
and expiration date thereof and the name and address of each
beneficiary thereof."
(ii) Section 2.17 of the Credit Agreement is hereby further
amended by inserting the following as subsection (c) thereof:
"(c) Designation of Issuing Lender. The Domestic Borrower
shall designate an Issuing Lender for a Letter of Credit by delivering
an Issuance Notice to a U.S. Lender. In the event that the Issuing
Lender designated by the Domestic Borrower elects not to Issue such
Letter of Credit, the Administrative Agent shall promptly so notify the
Domestic Borrower, whereupon the Domestic Borrower may request any
other U.S. Lender to Issue such Letter of Credit by delivering to such
U.S. Lender a copy of the applicable Issuance Notice. Any U.S. Lender
so requested to issue such Letter of Credit shall promptly notify the
Domestic Borrower and the Administrative Agent whether or not, in its
sole discretion, it has elected to Issue such Letter of Credit, and any
such U.S. Lender which so elects to Issue such Letter of Credit shall
be the Issuing Bank with respect thereto. If no U.S. Lender is
designated by the Domestic Borrower or if the U.S. Lender or U.S.
Lenders designated by the Domestic Borrower elect not to Issue the
Letter of Credit (and the Domestic Borrower has not withdrawn the
Issuance Notice), the Issuing Lender shall be Bank One."
E. AMENDMENT TO SECTION 3.04. CONDITIONS TO ALL LETTERS OF CREDIT.
Section 3.04 of the Credit Agreement is hereby amended by deleting it in its
entirety and substituting the following in lieu thereof:
"SECTION 3.04. CONDITIONS TO ALL LETTERS OF CREDIT. The obligation of
an Issuing Lender to Issue any Letter of Credit hereunder and the
Issuance of any Letter of Credit by an Issuing Lender hereunder are
subject to prior or concurrent satisfaction of all of the following
conditions:
3
(a) Notice Requesting Issuance. On or before the date of
Issuance of each Letter of Credit, the Administrative Agent
and the Issuing Lender each shall have received, in accordance
with the provisions of Section 2.17(b), an Issuance Notice,
all other information specified in Section 2.17 and such other
documents and information as the applicable Issuing Lender may
reasonably require in connection with the Issuance of such
Letter of Credit.
(b) General Advance Conditions. On the date of Issuance of
each Letter of Credit, all conditions precedent described in
Section 3.02 shall be satisfied to the same extent as though
the Issuance of such Letter of Credit were the making of a
Borrowing and the date of Issuance of such Letter of Credit
were a date of the funding of such Borrowing."
F. AMENDMENT TO SCHEDULE I: APPLICABLE LENDING OFFICES.
Schedule I to the Credit Agreement is hereby amended by adding the
following Domestic Lending Office and Canadian Lending Office
information:
CITICORP USA, INC.
Domestic Lending Office:
c/o Global Loans Operations
0 Xxxxx Xxx, Xxxxx 000
Xxx Xxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxxxx
Facsimile: (000) 000-0000
Eurodollar Lending Office:
c/o Global Loans Operations
0 Xxxxx Xxx, Xxxxx 000
Xxx Xxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxxxx
Facsimile: (000) 000-0000
CITIBANK CANADA
Canadian Lending Office:
c/o Global Loans Operations
0 Xxxxx Xxx, Xxxxx 000
Xxx Xxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxxxx
Facsimile: (000) 000-0000
0
XXX XXXXX XXXXXXXXX XXXX, XXXXXXX BRANCH
Canadian Lending Office:
000 Xxx Xxxxxx, Xxxxx 0000
Royal Bank Plaza, South Tower
Toronto, Ontario
M5J 2J2
Attn: Xxxxxx Xxxxxx
Facsimile: (000) 000-0000
G. AMENDMENT TO SCHEDULE II: COMMITMENTS. Schedule II to the Credit
Agreement is hereby amended by deleting the Domestic Lender listed therein as
"Citibank USA, Inc." and substituting "Citicorp USA, Inc." in lieu thereof.
SECTION 2. THE BORROWERS' REPRESENTATIONS AND WARRANTIES
To induce the Lenders to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, each Borrower
represents and warrants to each Lender that the following statements are true,
correct and complete:
A. CORPORATE POWER AND AUTHORITY. Each Borrower has all requisite
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement, as amended by this Amendment (the "AMENDED AGREEMENT").
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this
Amendment and the consummation of the Amended Agreement have been duly
authorized by all necessary corporate action on the part of the Borrowers.
C. NO CONFLICT. The execution and delivery by the Borrowers of this
Amendment and the consummation by the Borrowers of the Amended Agreement do not
and will not (i) violate any provision of any law or any governmental rule or
regulation applicable to the Borrowers, the certificate of incorporation or
bylaws of either Borrower or any order, judgment or decree of any court or other
agency of government binding on either Borrower, (ii) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any contractual obligation of either Borrower, (iii) result in or require
the creation or imposition of any Lien upon any of the properties or assets of
either Borrower, or (iv) require any approval of stockholders or any approval or
consent of any Person under any contractual obligation of either Borrower (other
than the parties hereto).
D. GOVERNMENTAL CONSENTS. The execution and delivery by the Borrowers
of this Amendment and the consummation by the Borrowers of the Amended Agreement
do not and will not require any registration with, consent or approval of, or
notice to, or other action to, with or by, any federal, state or other
governmental authority or regulatory body.
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E. BINDING OBLIGATION. This Amendment has been duly executed and
delivered by the Borrowers and this Amendment and the Amended Agreement are the
legally valid and binding obligations of the Borrowers, enforceable against each
Borrower in accordance with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by principles of equity and
commercial reasonableness.
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 4.01 of the
Credit Agreement are true, correct and complete in all material respects to the
same extent as though made on and as of the date hereof, except as provided
above or to the extent such representations and warranties specifically relate
to an earlier date, in which case they were true, correct and complete in all
material respects on and as of such earlier date.
G. ABSENCE OF DEFAULT. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
that would, upon the giving of notice, the passage of time, or otherwise,
constitute an Event of Default.
SECTION 3. CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective as of the
date hereof (such date being referred to herein as the "AMENDMENT EFFECTIVE
DATE"); provided that all of the following conditions precedent shall have been
satisfied:
A. The Borrowers shall have delivered to the Administrative Agent each
of the following, unless otherwise noted, dated the Amendment Effective Date:
(i) A certificate of the Secretary or an Assistant Secretary
of each Borrower either (a) attaching resolutions of the Board of
Directors of such Borrower approving this Amendment or (b) certifying
that the resolutions of the Executive Committee of the Board of
Directors, with respect to the Company and the resolutions of the Board
of Directors, with respect to the Canadian Borrower, delivered in
connection with the closing of the Credit Agreement have not been
modified and, in either case, certifying that such resolutions have not
been revoked or rescinded and are in full force and effect; and
(ii) Executed copies of this Amendment.
B. All corporate and other proceedings taken in connection with the
transactions contemplated hereby, and all documents incidental thereto not
previously found acceptable by the Administrative Agent, shall be satisfactory
in form and substance to the Administrative Agent, and the Administrative Agent
shall have received all such counterpart originals or certified copies of such
documents as the Administrative Agent may reasonably request.
SECTION 4. MISCELLANEOUS
A. Reference to and effect on the Credit Agreement.
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(i) On and after the date this Amendment becomes effective in
accordance with its terms, each reference in the Credit Agreement to
"this Agreement", "hereunder", "hereof", "herein" or words of like
import referring to the Credit Agreement shall mean and be a reference
to the Amended Agreement.
(ii) Except as specifically amended by this Amendment, the
Credit Agreement shall remain in full force and effect and are hereby
ratified and confirmed.
(iii) The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein, constitute a
waiver of any provision of, or operate as a waiver of, any right, power
or remedy of the Administrative Agent or any Lender under, the Credit
Agreement.
B. FEES AND EXPENSES. The Borrowers each acknowledge that all costs,
fees and expenses as described in Section 9.04 of the Credit Agreement incurred
by the Administrative Agent and its counsel with respect to this Amendment and
the documents and transactions contemplated hereby shall be for the account of
the Borrowers.
C. HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. Subject to the provisions of Section 3, this Amendment shall
become effective as of the date hereof upon the execution and delivery of a
counterpart hereof by the Borrowers, Bank One and Requisite Lenders.
[Remainder of page intentionally left blank]
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EXHIBIT 4.B2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
VIAD CORP, a Delaware corporation, as a
Borrower and as a Guarantor
By /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Title: Chief Financial Officer
By /s/ Xxxxx X. Xxxxxxx
-------------------------------
Title: Treasurer
S-1
GREYHOUND CANADA HOLDINGS, INC., an
Alberta corporation, as Canadian Borrower
By /s/ Xxxxx X. Xxxxxxx
-------------------------------
Title: Assistant Treasurer
-------------------------------
S-2
CITICORP USA, INC. as Administrative Agent,
as a Domestic Lender
By /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
S-3
CITIBANK CANADA, as Canadian Agent and
as a Canadian Lender
By /s/ Xxxx Xxxxxxxx
--------------------------------------
Title: Vice President
S-4
THE CHASE MANHATTAN BANK, as a
Domestic Lender
By /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Title: Vice President
S-5
BANK ONE, NA, as a Domestic Lender
By /s/ Xxxxx X. Xxxx
----------------------------------------
Title: Vice President
S-6
BANK OF AMERICA, N.A., as Co-Documentation
Agent and as a Domestic Lender
By /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------------
Title: Managing Director
S-7
CREDIT SUISSE FIRST BOSTON, as a
Domestic Lender
By /s/ Xxxxxx Xxxx
------------------------------------------
Title: Director
By /s/ Xxxx Xxxxx
------------------------------------------
Title: Asst. Vice President
S-8
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a
Domestic Lender
By /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Title: Senior Vice President
S-9
WESTDEUTSCHE LANDESBANK GIROZENTRALE, as a
Domestic Lender
By /s/ Xxxxx X. Xxxxxx
------------------------------------------
Title: Associate Director
By /s/ Xxxxxx X. Xxxxx III
------------------------------------------
Title: Associate Director
S-10
ABN-AMRO BANK N.V., as a Domestic Lender
By /s/ Xxxxxx X. Xxxx
--------------------------------------------
Title:Senior Vice President
By /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Title: Vice President
S-11
MELLON BANK, N.A., as a Domestic Lender
By /s/ X. X. Xxxx
--------------------------------------------
Title: First Vice President
S-12
WACHOVIA BANK, N.A., as a Domestic Lender
By /s/ Xxxxxx X. Xxxxxxx
---------------------------------------------
Title: Senior Vice President
S-13
THE INDUSTRIAL BANK OF JAPAN, LIMITED, as a
Domestic Lender
By /s/ Xxxxxxxx Xxxxxx-Xxxxxxxx
---------------------------------------------
Title: Vice President
S-14
XXXXXX COMMERCIAL PAPER INC., as a
Domestic Lender
By /s/ Xxxx Xxxxxxx
---------------------------------------------
Title: Authorized Signatory
S-15
SUMITOMO MITSUI BANKING CORPORATION, as a
Domestic Lender
By Xx Xxxxxxxx
---------------------------------------------
Title: Senior Vice President
S-16