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Exhibit 99(b)(1)(c)
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."
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"'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
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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 ▇▇▇▇▇ ▇, (▇) 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 ▇▇▇▇▇ ▇, (▇) a rate of 0.1875% per
annum with respect to each day during such period that such ratings
were at ▇▇▇▇▇ ▇, 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, ▇▇▇▇▇'▇ or ▇▇▇▇ & ▇▇▇▇▇▇
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, ▇▇▇▇▇'▇ or Duff & ▇▇▇▇▇▇ with respect to
Long-Term Debt are unavailable for
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any reason for any day, then the applicable level for purposes of
calculating the commitment fee for such day shall be deemed to be ▇▇▇▇▇
▇ (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.
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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.
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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
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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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman, President and
Chief Executive Officer
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President-Finance
and Treasurer
CITICORP USA, INC., as
Administrative Agent
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attorney-in-Fact
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as
Documentation Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Managing Director
Commitment: $32,000,000 CITICORP USA, INC.
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attorney-in-Fact
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Commitment: $32,000,000 BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Managing Director
Commitment: 0 BANK OF MONTREAL
By: /s/ ▇.▇. ▇▇▇▇▇▇▇
Senior Vice President
Commitment: $24,000,000 THE CHASE MANHATTAN BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Managing Director
Commitment: $24,000,000 CIBC INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Director, CIBC Wood Gundy
Securities Corp., as
Agent
Commitment: $24,000,000 NATIONSBANK OF TEXAS, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
Commitment: $24,000,000 ROYAL BANK OF CANADA
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Manager
Commitment: $20,000,000 ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF
NEW YORK
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Vice President
Commitment: $20,000,000 THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
Commitment: $16,000,000 THE INDUSTRIAL BANK OF JAPAN,
LIMITED, LOS ANGELES AGENCY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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SVP & Senior Manager
Commitment: $16,000,000 WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
VP
By: /s/ ▇▇▇▇▇▇▇▇▇ Wields
Associate
Commitment: 0 THE LONG-TERM CREDIT BANK OF JAPAN
LTD., LOS ANGELES AGENCY
By: /s/ T. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
Deputy General Manager
Commitment: $12,000,000 MELLON BANK, N.A.
By: /s/ ▇.▇. ▇▇▇▇
Vice President
Commitment: 0 THE NORTHERN TRUST COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Second Vice President
Commitment: $12,000,000 UNION BANK OF CALIFORNIA
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Credit Officer
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Vice President
Commitment: $12,000,000 ▇▇▇▇▇ FARGO BANK, N.A. (SUCCESSOR
TO FIRST INTERSTATE BANK OF
ARIZONA, N.A.)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇
Vice President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
Vice President
Commitment: $16,000,000 NORWEST BANK ARIZONA, N.A.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
AVP
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Commitment: $16,000,000 WACHOVIA BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President