EXHIBIT 4.B2
AMENDMENT NO. 1 AND LIMITED WAIVER TO CREDIT AGREEMENT
This Amendment No. 1 and Limited Waiver (this "Amendment") is entered into
as of November 4, 2004 by and among Viad Corp, a Delaware corporation (the
"Borrower"), Bank One, NA, a national banking association having its principal
office in Chicago, Illinois, 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 Credit Agreement dated as of June 30, 2004 (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. In
connection with the Credit Agreement, the Administrative Agent and GES
Exposition Services, Inc. ("Guarantor") entered into a Subsidiary Pledge and
Security Agreement (the "Subsidiary Pledge Agreement").
B. On August 14, 2004 the Borrower amended its by-laws without giving the
Administrative Agent proper notice under the Credit Agreement (the "Bylaws
Amendment"). Guarantor has informed Administrative Agent it has relocated
certain collateral without giving the Administrative Agent proper notice under
the Subsidiary Pledge Agreement (the "Collateral Move").
C. The Borrower, the Administrative Agent and the Required Lenders wish to
amend the Credit Agreement and waive (i) the Default of the Borrower under the
Credit Agreement with respect to the Bylaws Amendment; and (ii) the Default (as
defined in the Subsidiary Pledge Agreement) of the Guarantor under the
Subsidiary Pledge Agreement with respect to the Collateral Move 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. Amendments to Credit Agreement. Upon the "Effective Date" (as
defined below), the Credit Agreement shall be amended as follows:
(a) Schedule 1.02 to the Credit Agreement is hereby amended by
deleting Exhibit A thereto in its entirety and replacing it with Exhibit A
attached hereto.
(b) Schedule 6.11 to the Credit Agreement is hereby amended by
deleting Exhibit B thereto and replacing it with Exhibit B hereto.
(c) Schedule 6.15 to the Credit Agreement is hereby amended by
deleting Exhibit D thereto and replacing it with Exhibit D hereto.
2. The undersigned Lenders hereby: (a) (i) waive any breach of
Section 6.18 of the Credit Agreement arising solely as a result of the Bylaws
Amendment, and (ii) waive any Default or Unmatured Default under Section 7.3 of
the Credit Agreement which may have arisen from such breach; and (b) (i) waive
any breach of Section 4.1.7. of the Subsidiary Pledge Agreement arising solely
as a result of the Collateral Move, and (ii) waive any Default under Section
5.1.2 of the Subsidiary Pledge Agreement which may have arisen from such breach.
3. 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.
4. Representations and Warranties of the Guarantor. The Guarantor
represents and warrants that:
(a) Each of the representations and warranties contained in
the Subsidiary Pledge 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 (as
defined in the Subsidiary Pledge Agreement) has occurred and is continuing
under the Subsidiary Pledge Agreement.
5. Effective Date. This Amendment shall become effective upon the
execution and delivery hereof by the Borrower, the Guarantor and the Required
Lenders ("Effective Date").
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date and year first above written.
VIAD CORP
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
Its: Chief Financial Officer
By: /s/ ▇. ▇. ▇▇▇▇▇▇
----------------------------------
Its: Treasurer
2
GES EXPOSITION SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
Its: Vice President
By: /s/ ▇. ▇. ▇▇▇▇▇▇
----------------------------------
Its: Treasurer
BANK ONE, NA,
as Lender and as Administrative Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Its: Managing Director
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Lender and as Syndication Agent
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------
Its: Assistant Vice President
BANK OF AMERICA, N.A.,
as Lender and Co-Documentation Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
Its: Vice President
KEYBANK NATIONAL ASSOCIATION,
as Lender and Co-Documentation Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Its: Senior Vice President
[Signature Page to Amendment No. 1 to Viad Corp Credit Agreement]
3
CALYON NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Its: Managing Director
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Its: Director
U.S. BANK NATIONAL ASSOCIATION
By:
---------------------------------
Its:
--------------------------------
BNP PARIBAS
By: /s/ ▇▇▇▇▇▇ ▇. ▇. ▇▇
----------------------------------
Its: Director
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------
Its: Director
▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------
Its: Vice President
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------
Its: Senior Vice President
[Signature Page to Amendment No. 1 to Viad Corp Credit Agreement]
4
EXHIBIT A - SCHEDULE 1.02
AS OF JUNE 24, 2004
(000)
ISSUED COMPANY DATE EXPIRATION FOREIGN AMOUNT
BY LENDER/LESSOR SUPPORTED FACILITY ISSUED DATE CURRENCY AMOUNT IN U.S.$
Viad Petula Associates, Ltd. GES Lease (Dallas) 02/24/1998 04/01/2005 $ 426 $ 426
Lease (Garden
Viad ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇.▇▇. GES Grove, CA) 3/31/1999 8/31/2004 $ 125 $ 125
Industrial Development
Viad International (Georgia) L.P. GES Lease (Atlanta) 04/25/2001 11/30/2006 $ 1,671 $ 1,671
Beltway Business Park
Viad Warehouse GES Lease (Las Vegas) 12/14/2001 1/31/2015 $30,000 $ 30,000
GES, E/G, Master Equipment
Viad Key Equipment Finance GPI Lease 3/29/2004 3/29/2007 $ 1,000 $ 1,000
Hewlett-Packard Financial Master Lease and
Viad Services Canada Company GES Canada Financing Statement 6/24/2004 6/24/2007 Canadian $ 350 $ 257
TOTAL $ 33,479
5
EXHIBIT B - SCHEDULE 6.11
AS OF JUNE 24, 2004
(000)
COMPANY DATE EXPIRATION FOREIGN AMOUNT
ISSUED BY LENDER/LESSOR SUPPORTED FACILITY ISSUED DATE CURRENCY AMOUNT IN U.S.$
New York
Convention ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Center Operating Company Renewable per
Viad Corporation (Exhibitgroup/Giltspur) Performance 09/03/1998 Labor Agrment Unspecified $ 0
L/C
Viad Canadian Imperial Corporate Line
Bank ▇▇▇▇▇▇▇▇ Transport Co. Visa 6/23/2004 Termination C$ $ 450 $ 330
Wachovia
Bank Loan
and
Viad Corp Employee Guarantee
Viad/ESOP Wachovia Stock Ownership Plan Agreement 6/20/1995 6/30/2009 $ 13,435
Exhibitgroup ▇▇▇▇▇ Fargo Bank ▇▇▇▇▇▇▇▇▇ Exhibit Lease 3/4/2004 4/1/2007 $ 8
Exhibitgroup ▇▇▇▇▇ Fargo Bank St. ▇▇▇▇▇▇ Creations Exhibit Lease 3/24/2004 4/1/2007 $ 10
Exhibitgroup ▇▇▇▇▇ Fargo Bank Motorola Exhibit Lease 6/16/2004 7/1/2007 $ 23
Foreign Exchange Rates as of May 31, 2004
6
EXHIBIT D - SCHEDULE 6.15
1. Royal Bank of Scotland Euro Deposit account in the sum of (pound)28,292
(equivalent) - funds held on deposit in favour of Eurotax (our French
Fiscal Representatives) in case of default on our French VAT obligations
2. Swiss TVA guarantee in the sum of (pound)13,592 (equivalent) - funds held
on deposit by Centra Fides (our Swiss Fiscal Representatives) in case of
default on our Swiss VAT obligations
3. Royal Bank of Scotland Deposit account in the sum of (pound)98,000 - funds
held on deposit in favour of RBS in case of default on our credit card
obligations
4. French TVA guarantee in the sum of(pound)31,514 (equivalent) - funds held
on deposit by Eurotax (our French Fiscal Representatives) in case of
default by our stated suppliers in respect of their French VAT obligations
5. Hypothecation of Canadian $450,000 in deposits/money market instruments by
▇▇▇▇▇▇▇▇ Transport Company Limited for letters of credit and corporate
Visa account credit line at Canadian Imperial Bank of Commerce
6. Lien in the amount of $900,000 on Viad Corp Vernal, Utah Airport Park
property (36.33 acres listed on Exhibit A of Pledge and Security
Agreement)
7