EXHIBIT 4
U.S. $168,000,000
FIRST AMENDMENT TO CREDIT AGREEMENT
(SHORT TERM REVOLVING CREDIT FACILITY)
Dated as of August 30, 2002
Among
VIAD CORP
as Borrower
and
THE BANKS NAMED HEREIN
as Lenders
and
CITICORP USA, INC.
as Administrative Agent
and
BANK OF AMERICA, N.A. AND WACHOVIA BANK, N.A.
as Co-Documentation Agents
and
JPMORGAN CHASE BANK AND BANK ONE, NA
as Co-Syndication Agents
and
▇▇▇▇▇ FARGO BANK, N.A., ABN-AMRO BANK N.V. AND MELLON BANK, N.A.
as Senior Managing Agents
and
▇▇▇▇▇▇ COMMERCIAL PAPER INC. AND SUMITOMO MITSUI BANKING CORPORATION
as Co-Agents
Arranger:
▇▇▇▇▇▇▇ ▇▇▇▇▇ BARNEY INC.
FIRST AMENDMENT
TO CREDIT AGREEMENT
(SHORT TERM REVOLVING CREDIT FACILITY)
This FIRST AMENDMENT TO CREDIT AGREEMENT (SHORT TERM REVOLVING
CREDIT FACILITY) (this "AMENDMENT") is dated as of August 30, 2002 and entered
into by and among VIAD CORP, a Delaware corporation (the "COMPANY"), as
Borrower, the financial institutions (the "LENDERS") listed on the signature
pages hereof, and Citicorp USA, Inc. ("CUSA"), as administrative agent (the
"ADMINISTRATIVE AGENT") for the Lenders, and is made with reference to that
certain Credit Agreement (Short Term Revolving Credit Facility) dated as of
August 31, 2001 (the "EXISTING CREDIT AGREEMENT"), by and among the Company, the
lenders listed on the signature pages thereof, and the Administrative Agent.
Capitalized terms used herein without definition shall have the same meanings
herein as set forth in the Existing Credit Agreement.
RECITALS
WHEREAS, the Company, the Administrative Agent and the Lenders
desire to amend the Existing Credit Agreement (a) to extend the Commitment
Termination Date for an additional 364-day period terminating on August 29,
2003, and (b) to evidence, as set forth on Annex II hereto, the Commitment of
each Lender on August 30, 2002, reflecting, in each case on such date, the
termination of the Commitments of certain Lenders, the reallocation of portions
of such terminated Commitments to certain other Lenders, and the decrease in the
aggregate amount of the Commitments to $168,000,000.
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 EXISTING CREDIT AGREEMENT
1.1 AMENDMENTS TO ARTICLE I: DEFINITIONS AND ACCOUNTING TERMS
Section 1.01 of the Existing Credit Agreement is hereby amended by
deleting, in the definition of "Commitment Termination Date," the date "August
30, 2002" and substituting in lieu thereof the date "August 29, 2003."
1.2 AMENDMENTS TO ARTICLE II. AMOUNTS AND TERMS OF THE ADVANCES
Article II of the Existing Credit Agreement is hereby amended by
adding the following subsection 2.19 at the end thereof:
"SECTION 2.19 Increased Commitments; Additional Lenders.
(a) Notwithstanding anything contained in Section 8.01, on any
Business Day subsequent to the Commitment Termination Date, the
Borrower may, upon notice to the Administrative Agent (which shall
promptly provide a copy of such
2
notice to the Lenders), propose to increase the aggregate amount of
the Commitments (the amount of any such increase, the "Increased
Commitments"); provided that the sum of the Commitments and the
Increased Commitments shall not exceed $200,000,000 in the
aggregate.
(b) The Borrower may designate another lender or other lenders
(which may be, but need not be, one or more of the existing Lenders,
but which shall be an Eligible Assignee), which at the time agree to
(i) in the case of any such lender that is an existing Lender,
increase its Commitment and (ii) in the case of any other such
lender (an "Additional Lender"), become a party to this Agreement.
(c) An increase in the aggregate amount of the Commitments
pursuant to this Section 2.19 shall become effective (the "Increase
Effective Date") upon the receipt by the Administrative Agent of an
agreement in form and substance satisfactory to the Administrative
Agent signed by the Borrower, by each Additional Lender and by each
other Lender whose Commitment is to be increased, setting forth the
new Commitments of such Lenders and setting forth the agreement of
each Additional Lender to become a party to this Agreement and to be
bound by all the terms and provisions hereof, together with the
certificate referred to in clause (d) below, such evidence of
appropriate corporate authorization on the part of the Borrower with
respect to the Increased Commitments and such opinions of counsel
for the Borrower with respect to the Increased Commitments as the
Administrative Agent may reasonably request.
(d) As a condition precedent to such increase, the Borrower
shall deliver to the Administrative Agent a certificate dated as of
the Increase Effective Date (in sufficient copies for each Lender)
signed by an authorized Officer of Borrower (i) certifying and
attaching the resolutions adopted by Borrower approving or
consenting to such increase, (ii) certifying that, before and after
giving effect to such increase, the representations and warranties
contained in Article IV and the other Loan Documents are true and
correct on and as of the Increase Effective Date, except to the
extent that such representations and warranties specifically refer
to an earlier date, in which case they are true and correct as of
such earlier date and (iii) certifying that no event has occurred
and is continuing, or would result from such Increased Commitments,
which constitutes an Event of Default or a Potential Event of
Default. The Borrower shall prepay any Loans outstanding on the
Increase Effective Date (and pay any additional amounts required
pursuant to Section 2.06) to the extent necessary to keep the
outstanding Loans ratable pursuant to each Lender's commitment
arising from any nonratable increase in the Commitments under this
Section."
3
1.3 AMENDMENTS TO SCHEDULES
A. Schedule I to the Existing Credit Agreement is hereby amended by
deleting said Schedule I in its entirety and substituting in place thereof a new
Schedule I in the form of Annex I to this Amendment.
B. Schedule II to the Existing Credit Agreement is hereby amended by
deleting said Schedule II in its entirety and substituting in place thereof a
new Schedule II in the form of Annex II to this Amendment.
SECTION 2. CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective upon receipt by the
Administrative Agent of all of the following, in form and substance satisfactory
to the Administrative Agent and the Lenders (the date of satisfaction of such
condition being referred to herein as the "FIRST AMENDMENT EFFECTIVE DATE"):
A. Documents. On or before the First Amendment Effective Date,
Company shall deliver to the Lenders (or to the Administrative Agent for the
Lenders with sufficient originally executed copies, where appropriate, for each
Lender and its counsel a certificate of a Secretary or an Assistant Secretary of
the Company, dated the First Amendment Effective Date, certifying (a) the
correctness and completeness of the copies of the Company's Certificate of
Incorporation and Bylaws previously delivered to the Administrative Agent, (b)
the names and true signatures of the officers of the Company authorized to sign
this Amendment and the other documents to be delivered by the Company hereunder,
and (c) the correctness and completeness of the copies of the resolutions of the
Board of Directors of the Company (or the Executive Committee of the Company
together with evidence of the authority of the Executive Committee of the
Company) previously delivered to the Administrative Agent.
B. Execution of Amendment. This Amendment executed by each party
hereto.
C. Legal Opinion. A favorable opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.,
General Counsel of the Company, substantially in the form of Exhibit 1 hereto.
SECTION 3. THE COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce the Administrative Agent and the Lenders to enter
into this Amendment and to amend the Existing Credit Agreement as described
herein, the Company represents and warrants to the Administrative Agent and each
Lender that the following statements are true, correct and complete on and as of
the First Amendment Effective Date:
A. Due Authorization, etc. The execution, delivery and performance
by the Company of this Amendment and the Existing Credit Agreement, as amended
by this Amendment (the "Amended Agreement"), are within the Company's corporate
powers, have been duly authorized by all necessary corporate action, and do not
contravene (i) the Company's
4
certificate of incorporation or bylaws or (ii) law or any material contractual
restriction binding on or affecting the Company.
B. Governmental Consent. No authorization or approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required for the due execution, delivery and performance by
the Company of this Amendment or the Amended Agreement.
C. Validity. This Amendment has been duly executed and delivered by
the Company, and each of this Amendment and the Amended Agreement is the legal,
valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, subject to the effect of applicable bankruptcy,
insolvency, arrangement, moratorium and other similar laws affecting creditors'
rights generally and to the application of general principles of equity.
D. Incorporation of Representations and Warranties From the Existing
Credit Agreement. The representations and warranties contained in Section 4.01
of the Existing Credit Agreement are true, correct and complete in all material
respects on and as of the First Amendment Effective Date to the same extent as
though made on and as of that date, except 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.
E. 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 constitute an Event of Default or a Potential Event of
Default.
SECTION 4. MISCELLANEOUS
A. Effect of this Amendment. 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 Amended Agreement.
B. 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.
C. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
D. 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
5
separate counterparts and attached to a single counterpart so that all signature
pages are physically attached to the same document. This Amendment (other than
Section 1 hereof, the effectiveness of which is governed by Section 2 hereof)
shall become effective upon the execution of a counterpart hereof by the
Company, the Lenders, and the Administrative Agent and receipt by the
Administrative Agent of written or telephonic notification of such execution and
authorization of delivery thereof.
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 the Borrower
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman of the Board, President
& Chief Executive Officer
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
CITICORP USA, INC., as the Administrative
Agent and as a Lender
By /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
JPMORGAN CHASE BANK, as Co-Syndication
Agent and as a Lender
By /s/▇▇▇▇▇▇ ▇. Rundfuss
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. Rundfuss
Title: Vice President
BANK ONE, NA, as Co-Syndication Agent and
as a Lender
By /s/▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director
6
BANK OF AMERICA, N.A., as Co-Documentation
Agent and as a Lender
By /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Principal
WACHOVIA BANK, N.A., as Co-Documentation
Agent and as a Lender
By /s/▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director
▇▇▇▇▇ FARGO BANK, N.A., as a Lender
By /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
ABN-AMRO BANK N.V., as a Lender
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
By /s/▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
MELLON BANK, N.A., as a Lender
By /s/ ▇. ▇. ▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: First Vice President
7
▇▇▇▇▇▇ BROTHERS BANK, FSB, as a Lender
By /s/▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
SUMITOMO MITSUI BANKING CORPORATION, as a
Lender
By /s/ ▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
8
ANNEX I
SCHEDULE I
APPLICABLE LENDING OFFICES
BANK DOMESTIC LENDING OFFICE: EURODOLLAR LENDING OFFICE
-------------------------------------------------------------------------------------------------------------------
CITICORP USA, INC. Citicorp USA, Inc. Citicorp USA, Inc.
Citibank Agency Services Citibank Agency Services
▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
-------------------------------------------------------------------------------------------------------------------
JPMORGAN CHASE BANK JPMorgan Chase Bank JPMorgan Chase Bank
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 18/F ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇/▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
-------------------------------------------------------------------------------------------------------------------
BANK ONE, NA Bank One, NA Bank One, NA
One Bank ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
-------------------------------------------------------------------------------------------------------------------
BANK OF AMERICA, N.A. Bank of America, N.A. Bank of America, N.A.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., Mail Code: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., Mail Code:
CA4-706-05-11 CA4-706-05-11
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇, CSR Attn: ▇▇▇▇▇▇ ▇▇▇▇▇, CSR
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
-------------------------------------------------------------------------------------------------------------------
WACHOVIA BANK, N.A. Wachovia Bank, N.A.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇/▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
-------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ FARGO BANK, ▇.▇. ▇▇▇▇▇ Fargo Bank, ▇.▇. ▇▇▇▇▇ Fargo Bank, N.A.
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------------------------------------------------------------------------------
I-1
BANK DOMESTIC LENDING OFFICE: EURODOLLAR LENDING OFFICE
-------------------------------------------------------------------------------------------------------------------
ABN-AMRO BANK N.V. ABN-AMRO Bank N.V. ABN-AMRO Bank N.V.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ 1500
Attn: Credit Administration ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Credit Administration
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
-------------------------------------------------------------------------------------------------------------------
MELLON BANK, ▇.▇. ▇▇▇▇▇▇ Bank, ▇.▇. ▇▇▇▇▇▇ Bank, N.A.
Three Mellon Bank, Rm. 2300 Three Mellon Bank, Rm. 2300
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ BROTHERS BANK, FSB ▇▇▇▇▇▇ Brothers Bank, FSB ▇▇▇▇▇▇ Brothers Bank, FSB
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
-------------------------------------------------------------------------------------------------------------------
SUMITOMO MITSUI BANKING CORPORATION Sumitomo Mitsui Banking Corporation Sumitomo Mitsui Banking Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Deal Administration, ▇▇▇▇ ▇▇▇▇ Attn: Deal Administration, ▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
-------------------------------------------------------------------------------------------------------------------
I-2
ANNEX II
SCHEDULE II
COMMITMENTS
LENDER COMMITMENT
------ ----------
Citicorp USA, Inc. 24,250,000
JPMorgan Chase Bank 13,750,000
Bank One, NA 20,000,000
Bank of America, N.A. 20,000,000
Wachovia Bank, N.A. 20,000,000
▇▇▇▇▇ Fargo Bank, N.A. 15,000,000
ABN-AMRO Bank, N.V. 15,000,000
Mellon Bank, N.A. 15,000,000
▇▇▇▇▇▇ Brothers Bank, FSB 12,500,000
Sumitomo Mitsui Banking Corporation 12,500,000
===========
TOTAL 168,000,000
II-1
EXHIBIT 1
FORM OF OPINION
[VIAD LOGO]
▇▇▇▇▇ ▇. ▇▇▇▇▇ VIAD CORP
Vice President - General Counsel and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Fax (▇▇▇) ▇▇▇-▇▇▇▇
August 30, 2002
Citicorp USA, Inc., as Administrative Agent
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
and
Each of the financial institutions
listed as Lenders on the signature
pages of the First Amendment to
Credit Agreement Referred to Below
RE: FIRST AMENDMENT TO CREDIT AGREEMENT (SHORT TERM
REVOLVING CREDIT FACILITY) DATED AS OF AUGUST 30, 2002,
AMONG VIAD CORP, THE BANKS NAMED THEREIN AND CITICORP
USA, INC. AS ADMINISTRATIVE AGENT
Ladies and Gentlemen:
I am Vice President and General Counsel of Viad Corp, a Delaware
corporation (the "Borrower"), and as such have acted as counsel to the Borrower
in connection with the negotiation, execution and delivery by the Borrower of
the First Amendment to Credit Agreement (Short Term Revolving Credit Facility)
dated as of August 30, 2002 (the "Credit Agreement") among the Borrower, the
financial institutions listed therein as Lenders and Citicorp USA, Inc. as
Administrative Agent. Capitalized terms used herein and not otherwise defined
herein shall have the meanings given them in the Amended Agreement (as defined
below).
This opinion is delivered to you pursuant to Section 2C of the
Amendment. I, or attorneys supervised by me, have examined the Amendment and
that certain Credit Agreement (Short Term Revolving Credit Facility) dated as of
August 31, 2001 (as amended by the Amendment, the "Amended Agreement"), by and
among the Company, the lenders listed on the signature pages thereof, and the
Administrative Agent, and I have examined or
Exhhibit 1-1
am familiar with originals or copies, the authenticity of which has been
established to my satisfaction of such other documents, corporate records,
agreements and instruments, and certificates of public officials and of officers
of the Borrower as I have deemed necessary or appropriate to enable me to
express the opinions set forth below. As to questions of fact material to such
opinions, I have, when relevant facts were not independently established, relied
upon certification by officers of the Borrower, which I believe to be reliable.
The opinions hereinafter expressed are subject to the fact that I am
a member of the State Bar of Arizona and do not hold myself out as an expert on
the laws of other states or jurisdictions except (i) the federal law of the
United States of America, (ii) the General Corporation Law of the State of
Delaware, and (iii) the laws of New York relevant to the opinions herein
expressed.
Based upon the foregoing and having regard to legal considerations
which I have deemed relevant, it is my opinion that:
1. The Borrower is a corporation validly existing and in good
standing under the laws of the State of Delaware and is duly qualified to do
business as a foreign corporation in good standing in all other jurisdictions
which require such qualification, except to the extent that failure to so
qualify would not have a material adverse effect on the Borrower. The Borrower
has all requisite corporate power and authority to own and operate its
properties, to conduct its business as presently conducted, and to execute,
deliver and perform its obligations under the Amendment and the Amended
Agreement.
2. The Amendment has been duly authorized by all necessary corporate
action on the part of the Borrower and has been duly executed and delivered by
the Borrower. Each of the Amendment and the Amended Agreement constitutes the
legal, valid and binding obligation of the Borrower, enforceable against the
Borrower in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency and reorganization laws and other similar laws
governing the enforcement of lessors' or creditors' rights and by the effects of
specific performance, injunctive relief and other equitable remedies.
3. Neither the execution and delivery by the Borrower of the
Amendment and the Amended Agreement, nor consummation of the transactions
contemplated thereby, nor compliance on or prior to the date hereof with the
terms and conditions thereof by the Borrower conflicts with or is a violation
of, its certificate of incorporation or bylaws, each as in effect on the date
hereof. Neither the execution and delivery by the Borrower of the Amendment and
the Amended Agreement, nor the consummation of the transactions contemplated
thereby, nor compliance on or prior to the date hereof with the terms and
conditions thereof by the Borrower will result in a violation of any applicable
federal or New York law, governmental rule or regulation or of the Corporation
Law of the State of Delaware or conflicts with, will result in a breach of, or
constitutes a default under, any provision of any indenture, agreement or other
instrument to which the Borrower is a party or any of its properties may be
bound ("Material Agreements"), or any order, judgment or decree to which the
Borrower or any of its assets are bound ("Judicial Orders"), or will result in
the creation or imposition of any lien upon any property or assets of the
Borrower pursuant to any Material Agreement or Judicial Order.
Exhhibit 1-2
4. No consent, approval or authorization of, and no registration,
declaration or filing with, any administrative, governmental or other public
authority of the United States of America or the State of New York or under the
Corporation Law of the State of Delaware is required by law to be obtained or
made by the Borrower for the execution, delivery and performance by the Borrower
of the Amendment or the Amended Agreement, except such filings as may be
required in the ordinary course to keep in full force and effect rights and
franchises material to the business of the Borrower and in connection with the
payment of taxes.
This opinion is delivered to the Administrative Agent and the Banks
as of the date hereof in connection with the Amendment, and may not be relied
upon by any person other than the Administrative Agent and the Banks and their
permitted assignees, or by them in any other context, and may not be furnished
to any other person or entity without my prior written consent, provided that
each Bank and its permitted assignees may provide this opinion (i) to bank
examiners and other regulatory authorities should they so request or in
connection with their normal examination, (ii) to the independent auditors and
attorneys of such Bank, (iii) pursuant to order or legal process of any court or
governmental agency, (iv) in connection with any legal action to which the Bank
is a party arising out of the transactions contemplated by the Amendment and the
Credit Agreement, or (v) in connection with the assignment of or sale of
participations in the Advances.
Very truly yours,
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Exhhibit 1-3
VIAD CORP
FIRST AMENDMENT TO CREDIT AGREEMENT
(SHORT TERM REVOLVING CREDIT FACILITY)
(155,076-039)
CLOSING INDEX
August 30, 2002
(Closing Index)
TAB CONTENTS
BASIC DOCUMENTS
E. First Amendment to Credit Agreement (Short Term Revolving Credit
Facility), dated as of August 30, 2002.
A. Annex 1. Schedule I. Applicable Lending Offices
B. Annex 2. Schedule II. Commitments
C. Exhibit 1. Form of Opinion
LEGAL OPINION
2. Opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., General Counsel of VIAD Corp
ORGANIZATIONAL DOCUMENTS OF BORROWER
3. Secretary's Certificate of VIAD Corp
A. Exhibit A. Incumbency Certificate of VIAD Corp
