Exhibit 4.B2
VIAD CORP
SECOND AMENDMENT DATED AS OF SEPTEMBER 11, 1997
TO AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this "Amendment") is dated as of September 11, 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, as amended by the First Amendment to Amended
and Restated Credit Agreement dated as of August 1, 1997 (as so
amended, 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 amount of the
Commitments be reduced on other than a pro rata basis;
WHEREAS, certain of the Lenders desire to terminate their
Commitments; and
WHEREAS, certain of the Lenders and certain other financial
institutions desire to assume a portion of the Commitments being
terminated.
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 THE CREDIT AGREEMENT
1.1 AMENDMENT TO SECTION 1.01. CERTAIN DEFINED TERMS.
A. Section 1.01 of the Credit Agreement is hereby amended
by adding the following definitions, which shall be inserted in
appropriate alphabetical order:
"'New Lenders' means Norwest Bank, N.A. and Wachovia
Bank, N.A."
"'Prior Lenders' means Bank of Montreal, The Northern
Trust Company and The Long-term Credit Bank of Japan, Ltd.,
Los Angeles Agency."
"'Second Amendment' means the Second Amendment dated as
of September 11, 1997 to the Agreement."
"'Second Amendment Effective Date' means the date the
Second Amendment shall have been executed and delivered by
the parties thereto and the conditions precedent set forth
in Section 3 thereof shall have been satisfied."
B. Section 1.01 of the Credit Agreement is hereby further
amended by deleting the definition of "Lenders" therein and
substituting the following there~ or:
"'Lenders' means (i) the Banks listed on the
signature pages of the Agreement from the Effective
Date until the Second Amendment Effective Date, (ii)
the Banks listed on the signature pages of the Second
Amendment, other than the Prior Lenders, from the
Second Amendment Effective Date, (iii) each Eligible
Assignee that shall become a party pursuant to Section
8.07 and, (iv) except when used in reference to a
Committed Advance, a Committed Borrowing, a Commitment
or a related term, each Designated Bidder."
C. Section 1.01 of the Credit Agreement is hereby still
further amended by deleting the definition of "Termination Date"
therein and substituting the following therefor:
"'Termination Date' means, (i) with respect to any
Lender other than a Prior Lender, the earlier of (x) the
Commitment Termination Date of such Lender and (y) the date
of termination in whole of the commitments of all Lenders
pursuant to Section 2.05 or 6.01, and (ii) with respect to a
Prior Lender, the Second Amendment Effective Date."
1.2. AMENDMENTS TO ARTICLE II. AMOUNTS AND TERMS OF THE ADVANCES.
A. Subsection 2.01(a) of the Credit Agreement is hereby
amended and restated in its entirety as follows:
"(a) Each Lender severally agrees, on the terms and
conditions hereinafter set forth, to make Committed Advances
to the Borrower from time to time on any Business Day during
the period from the Effective Date until the Second
Amendment Effective Date in an aggregate amount not to
exceed at any time outstanding the amount set opposite such
Lender's name on the signature pages hereof and from the
Second Amendment Effective Date until the Termination Date
of such Lender in an aggregate amount not to exceed at any
time outstanding the amount set forth opposite such Lender's
name on the signature pages of the Second Amendment or, if
such Lender has entered into any Assignment and Acceptance,
set forth for such Lender in the Register maintained by the
Administrative Agent pursuant to Section 8.07(c), as such
amount may be reduced pursuant to Section 2.05 (such
Lender's Commitment"); provided that the aggregate amount of
the Commitments of the Lenders shall be deemed used from
time to time to the extent of the aggregate amount of the
Bid Advances and such deemed use of the aggregate amount of
the Commitments shall be applied to the Lenders ratably
according to their respective Commitments (such deemed use
of the aggregate amount of the Commitments resulting from
the Bid Advances being the Bid Reduction"); provided further
that (i) in no event shall the aggregate principal amount of
Committed Advances from any Lender outstanding at any time
exceed its Commitment then in effect and (ii) the Total
Utilization of Commitments shall not exceed the aggregate
Commitments then in effect."
B. Subsection 2.04(a) of the Credit Agreement is amended
and restated in its entirety as follows:
"SECTION 2.04. FEES.
(a) FACILITY FEES. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender (other
than the Designated Bidders) a facility fee on such Lender's
daily average Commitment, whether used or unused and without
giving effect to any Bid Reduction, from the Effective Date
in the case of each Lender, other than a New Lender, from
the Second Amendment Effective Date with respect to a New
Lender and from the effective date specified in the
Assignment and Acceptance pursuant to which it became a
Lender in the case of each other Lender, in each case, until
the Termination Date of such Lender, payable quarterly in
arrears on the last day of each March, June, September and
December during the term of such Lender's Commitment,
commencing September 30, 1996 with respect to each Lender,
other than a New Lender, and from the Second Amendment
Effective Date with respect to a New Lender, and, in each
case, on the Termination Date of such Lender, in an amount
equal to the product of (i) such Lender's daily average
Commitment, whether used or unused and without giving effect
to any Bid Reduction, in effect during the period for which
such payment that is to be made times (ii) the weighted
average rate per annum that is derived from the following
rates: (a) a rate of 0.10% per annum with respect to each
day during such period that the ratings with respect to
Long-Term Debt were at Xxxxx 0, (x) a rate of 0.110% per
annum with respect to each day during such period that such
ratings were at Level 2, (c) a rate of 0.125% per annum with
respect to each day during such period that such ratings
were at Xxxxx 0, (x) a rate of 0.1875% per annum with
respect to-each day during such period that such ratings
were at Xxxxx 0, and (e) at the rate of 0.2500% per annum
with respect to each day during such period that such
ratings were at Level 5. If any change in the rating
established by S&P, Xxxxx'x or Xxxx & Xxxxxx with respect to
Long-Term Debt shall result in a change in the Level, the
change in the commitment fee shall be effective as of the
date on which such rating change is publicly announced. If
the ratings established by any two of S&P, Xxxxx'x or Duff &
Xxxxxx with respect to Long-Term Debt are unavailable for
any reason for any day, then the applicable level for
purposes of calculating the commitment fee for such day
shall be deemed to be Xxxxx 0 (or, if the Requisite Lenders
consent in writing, such other Level as may be reasonably
determined by the Requisite Lenders from a rating with
respect to Long-Term Debt for such day established by
another rating agency reasonably acceptable to the Requisite
Lenders).
C. Schedule I is hereby amended by deleting the Applicable
Lending Offices of the Prior Lenders in the place in which it
appears in such Schedule and adding thereto the Applicable
Lending Offices of the New Lenders set forth on Annex 1 hereto.
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.
C. On or before the Amendment Effective Date, Borrower
shall pay to each of the Prior Lenders, all amounts owned to such
Prior Lenders pursuant to Section 8.04 of the Agreement.
SECTION 4. NEW LENDER.
Each New Lender (i) confirms that it has received a copy of
the Agreement, together with copies of the financial statements
referred to in Section 4.01 thereof and such other documents and
information as it has deemed appropriate to make its own credit
analysis and decision to enter into the Second Amendment; (ii)
agrees that it will, independently and without reliance upon the
Agents, any Prior Lenders or any other Lender and based on such
documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not
taking action under the Credit Agreement; (iii) confirms that it
is an Eligible Assignee; (iv) appoints and authorizes each Agent
to take such action as agent on its behalf and to exercise such
powers under the Agreement as are delegated to such Agent by the
terms thereof, together with such powers as are reasonably
incidental thereto; (v) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the
Agreement are required to be performed by it as a Lender; and
(vi) specifies as its Domestic Lending Office (and address for
notices) and Eurodollar Lending Office the offices set forth in
Section 1.2(c) hereof.
SECTION 5. 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 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. 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. Xxxxxxxx
Chairman, President and
Chief Executive Officer
By: /s/ Xxxxxx X. Xxxxxx
Vice President-Finance
and 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
Commitment: $32,000,000 CITICORP USA, INC.
By: /s/ J. Xxxxxxx Xxxxx
Attorney-in-Fact
Commitment: $32,000,000 BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ Xxxxxx Xxxxxxxx
Managing Director
Commitment: 0 BANK OF MONTREAL
By: /s/ X.X. Xxxxxxx
Senior Vice President
Commitment: $24,000,000 THE CHASE MANHATTAN BANK
By: /s/ Xxxxxxx X. Xxxxxx
Managing Director
Commitment: $24,000,000 CIBC INC.
By: /s/ Xxxxxx X. Xxxx
Director, CIBC Wood Gundy
Securities Corp., as
Agent
Commitment: $24,000,000 NATIONSBANK OF TEXAS, N.A.
By: /s/ Xxxxx X. Xxxxxxx
Senior Vice President
Commitment: $24,000,000 ROYAL BANK OF CANADA
By: /s/ Xxx X. Xxxxxxxxxx
Manager
Commitment: $20,000,000 XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By: /s/ Xxxxxx Xxxxxxxxx
Vice President
Commitment: $20,000,000 THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxxxx X. Xxxxx
Vice President
Commitment: $16,000,000 THE INDUSTRIAL BANK OF JAPAN,
LIMITED, LOS ANGELES AGENCY
By: /s/ Xxxxxxx X. Xxxxxxxx
SVP & Senior Manager
Commitment: $16,000,000 WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By: /s/ Xxx Xxxxxxxxxx
VP
By: /s/ Xxxxxxxxx Wields
Associate
Commitment: 0 THE LONG-TERM CREDIT BANK OF JAPAN
LTD., LOS ANGELES AGENCY
By: /s/ T. Xxxxxx Xxxxxxx XX
Deputy General Manager
Commitment: $12,000,000 MELLON BANK, N.A.
By: /s/ X.X. Xxxx
Vice President
Commitment: 0 THE NORTHERN TRUST COMPANY
By: /s/ Xxxx X. Xxxxx
Second Vice President
Commitment: $12,000,000 UNION BANK OF CALIFORNIA
By: /s/ Xxxxxx Xxxxxx
Credit Officer
By: /s/ Xxxx Xxxxx
Vice President
Commitment: $12,000,000 XXXXX FARGO BANK, N.A. (SUCCESSOR
TO FIRST INTERSTATE BANK OF
ARIZONA, N.A.)
By: /s/ Xxxxx X. Xxx
Vice President
By: /s/ Xxxxx X. Xxxxxxxxxxxxx
Vice President
Commitment: $16,000,000 NORWEST BANK ARIZONA, N.A.
By: /s/ Xxxxxx Xxxx
AVP
Commitment: $16,000,000 WACHOVIA BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxx
Vice President
