Exhibit 4.B1
VIAD CORP
FIRST AMENDMENT DATED AS OF AUGUST 1, 1997
TO AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this "Amendment") is dated as of August 1, 1997 and
entered into by and among VIAD CORP, a Delaware corporation
(formerly, Dial Corp, hereinafter the "Borrower"), the banks (the
"Banks") listed on the signature pages hereof, CITICORP USA,
INC., as administrative agent for the Banks hereunder (in such
capacity, the "Administrative Agent") and BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, as documentation agent
for the Banks hereunder (in such capacity, the "Documentation
Agent"; the Administrative Agent and the Documentation Agent
being referred to herein together as the "Agents"), and is made
with reference to the Amended and Restated Credit Agreement dated
as of July 24, 1996 (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 Borrower has requested that the provisions
restricting liens on accounts receivable resulting from the sale
of such accounts receivable be amended as set forth herein.
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the
parties hereto agree as follows:
SECTION 1. AMENDMENT TO SECTIONS 1.01 AND 5.02 OF THE
CREDIT AGREEMENT.
1.1. AMENDMENT TO SECTION 1.01. CERTAIN DEFINED TERMS.
Section 1.1 of the Credit Agreement is hereby amended
by adding the following definition, which shall be inserted
in appropriate alphabetical order:
"'TEC' means Travelers Express, Inc., a
Subsidiary of the Borrower."
1.2. AMENDMENT TO SECTION 5.02. NEGATIVE COVENANTS.
A. Clause (ii) of subsection 5.02(a) of the Credit
Agreement is hereby amended by deleting such clause in its
entirety and substituting the following therefor:
"(ii) Liens on accounts receivable or
general intangibles resulting from the sale
of such accounts receivable or general
intangibles by the Borrower or a Subsidiary
of the Borrower (other than TEC or a
Subsidiary of TEC) so long as, at any time,
the aggregate outstanding amount of cash
advanced to the Borrower or such Subsidiary,
as the case may be, and attributable to the
sale of such accounts receivable or general
intangibles does not exceed $150,000,000;"
B. Subsection 5.02(a) of the Credit Agreement is
hereby further amended by renumbering clauses (iii)-(v) as
clauses (iv)-(vi) and adding a new clause (iii) thereto to
read in its entirety as follows:
"(iii) Liens on accounts receivable or
general intangibles resulting from the sale
of such accounts receivable or general
intangibles by TEC or a Subsidiary of TEC;"
C. Subsection 5.02(a) is hereby further amended by
renumbering clause (vi) as clause (vii) and deleting the
phrase ""(i), (iii) or (iv)" in the place in which it
appears in such subsection and substituting the phrase "(i),
(ii), (iv) or (v)" therefor.
D. Subsection 5.02(a) is hereby further amended by
renumbering clause (vii) thereof as clause (viii) and
changing the number "(vi)" in the place in which it appears
in-such subsection to "(vii").
SECTION 2. BORROWER'S REPRESENTATIONS AND WARRANTIES.
To induce the Banks to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, the
Borrower represents and warrants to each Bank that the following
statements are true, correct and complete:
A. CORPORATE POWER AND AUTHORITY. The 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 Borrower.
C. NO CONFLICT. The execution and delivery by the
Borrower of this Amendment and the consummation by the Borrower
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 Borrower-or its Subsidiaries, the certificate
of incorporation or bylaws of the Borrower or any order, judgment
or decree of any court or other agency of government binding on
the Borrower or its Subsidiaries, (ii) conflict with, result in a
breach of or constitute (with due notice or lapse of time or
both) a default under any material contractual restriction of the
Borrower or its Subsidiaries, (iii) result in or require the
creation or imposition of any Lien upon any of the properties or
assets of the Borrower or its Subsidiaries, or (iv) require any
approval of stockholders or any approval or consent of any Person
under any contractual obligation of the Borrower or its
Subsidiaries (other than the parties hereto).
D. GOVERNMENTAL CONSENTS. The execution and delivery by
the Borrower of this Amendment and the consummation by the
Borrower 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.
E. BINDING OBLIGATION. This Amendment has been duly
executed and delivered by the Borrower and this Amendment and the
Amended Agreement are the legally valid and binding obligations
of the Borrower enforceable against the 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 on the
first date on which all of the following conditions precedent
shall have been satisfied (such date being referred to herein as
the "Amendment Effective Date"):
A. On or before the Amendment Effective Date, the Borrower
shall deliver to the Banks (or to the Agents with sufficient
originally executed copies, where appropriate, for each Bank and
its counsel) the following, each, unless otherwise noted, dated
the Amendment Effective Date:
1. Signature and incumbency certificates of its
officers executing this Amendment; and
2. Executed copies of this Amendment.
B. On or before the Amendment Effective Date, all
corporate and other proceedings taken or to be taken in
connection with the transactions contemplated hereby and all
documents incidental thereto not previously found acceptable by
the Agents, acting on behalf of the Banks, and their counsel
shall be satisfactory in form and substance to the Agents and
such counsel, and the Agents and such counsel shall have received
all such counterpart originals or certified copies of such
documents as the Agents may reasonably request.
SECTION 4. MISCELLANEOUS.
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
(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 is 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 Agents or any
Bank under, the Credit Agreement.
B. FEES AND EXPENSES. The Borrower acknowledges that all
costs, fees and expenses as described in Section 8.04 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
Borrower.
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 CON8TRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE 8TATE 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. This Amendment shall become effective as of the date
hereof upon the execution and delivery of a counterpart hereof by
the Borrower, the Agents and the Banks.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto
duly authorized, as of the date first above written.
VIAD CORP, a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
Vice President-Finance &
Treasurer
CITICORP USA, INC., as
Administrative Agent
By: /s/ J. Xxxxxxx Xxxxx
Attorney-in-Fact
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as
Documentation Agent
By: /s/ Xxxxxx Xxxxxxxx
Managing Director
CITICORP USA, INC.
By: /s/ J. Xxxxxxx Xxxxx
Attorney-in-Fact
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ Xxxxxx Xxxxxxxx
Managing Director
Bank of Montreal
By: /s/ X.X. Xxxxxxx
Senior Vice President
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxxx X. Xxxxxx
Managing Director
CIBC INC.
By: /s/ Xxxxxx X. Xxxxxx
Associate, CIBC Wood
Gundy Securities Corp.,
AS AGENT
NATIONSBANK OF TEXAS, N.A.
By: /s/ Xxxxx X. Xxxxxxx
Senior Vice President
ROYAL BANK OF CANADA
By: /s/ Xxx X. Xxxxxxxxxx
Manager
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By: /s/ Xxxxxx Xxxxxxxxx
Vice President
NBD BANK, N.A.
By: /s/ Xxxx X. Xxxxx
FVP
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, LOS ANGELES AGENCY
By: /s/ Xxxxxx Xxxxx
Joint General Manager
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By: /s/ Xxxxxxx X. XxXxxxxxx
Managing Director
By: /s/ Xxxxx Xxxxxxx
Vice President
THE LONG-TERM CREDIT BANK OF JAPAN
LTD., LOS ANGELES AGENCY
By: /s/ Koh Xxxxxxxx
General Manager
MELLON BANK, N.A.
By: /s/ X.X. Xxxx
Vice President
THE NORTHERN TRUST COMPANY
By: /s/ Xxxx X. Xxxxx
Second Vice President
UNION BANK OF CALIFORNIA
By: /s/ Xxxx Xxxxx
Vice President
XXXXX FARGO BANK, N.A. (FORMERLY
XXXXX FARGO BANK OF ARIZONA,
NATIONAL ASSOCIATION)
By: /s/ Xxxxx Xxxxxx
AVP
By: /s/ Xxx Xxxxxx
AVP
