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Exhibit 99(b)(1)(b)
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
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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
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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
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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
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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
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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
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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
