exv4wa



 



Exhibit 4.A


SECOND AMENDMENT TO CREDIT AGREEMENT

(SHORT TERM REVOLVING CREDIT FACILITY)



Dated as of August 29, 2003



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, NATIONAL ASSOCIATION

as Co-Documentation Agents



and



BANK ONE, NA and KEYBANK NATIONAL ASSOCIATION

as Co-Syndication Agents



and



WELLS FARGO BANK, N.A., ABN AMRO BANK N.V., BRANCH BANKING AND

TRUST CO., US BANK NATIONAL ASSOCIATION, CREDIT LYONNAIS NEW YORK

BRANCH, ROYAL BANK OF SCOTLAND PLC, SUNTRUST BANK, BNP PARIBAS,

JPMORGAN CHASE BANK and MELLON BANK, N.A.

as Senior Managing Agents



and



LEHMAN BROTHERS BANK, FSB, ROYAL BANK OF CANADA and

SUMITOMO MITSUI BANKING CORPORATION

as Co-Agents



Arranger:



CITIGROUP GLOBAL MARKETS INC.



 






 





SECOND AMENDMENT

TO CREDIT AGREEMENT

(Short Term Revolving Credit Facility)



          This SECOND AMENDMENT TO CREDIT AGREEMENT (Short Term Revolving Credit
Facility) (this “Amendment”) is dated as of August 29, 2003 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,
as amended by the First Amendment to Credit Agreement (Short Term Revolving
Credit Facility) dated as of August 30, 2002 (as amended, 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 27, 2004, (b) to
evidence, as set forth on Annex II hereto, the Commitment of each Lender on
August 29, 2003, 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 increase in the aggregate amount
of the Commitments to $250,000,000 and (c) in certain other respects, all as
more specifically set forth below, subject to the terms and conditions 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. AMENDMENTS TO THE EXISTING CREDIT AGREEMENT



1.1 Amendments to Article I: Definitions and Accounting Terms


          A. Section 1.01 of the Existing Credit Agreement is hereby amended by
adding the following definitions, which shall be inserted in proper
alphabetical order:



          “Effective Date” means August 29, 2003.



          “Mandatory Prepayment Event” has the meaning specified in Section 2.06(b).



          B. Section 1.01 of the Existing Credit Agreement is hereby further amended
by deleting, in the definition of “Commitment Termination Date,” the date
“August 29, 2003” and substituting in lieu thereof the date “August 27, 2004.”




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          C. Section 1.01 of the Existing Credit Agreement is hereby further amended
by deleting the definition of “Arranger” in its entirety and substituting the
following therefor:



          “Arranger” means Citigroup Global Markets Inc.



          D. Section 1.01 of the Existing Credit Agreement is hereby further amended
by deleting the definition of “Lenders” in its entirety and substituting the
following therefor:



          “Lenders” means (i) the Banks listed on the signature pages of the
Agreement or any amendments hereto, (ii) each Eligible Assignee that shall
become a party hereto pursuant to Section 8.07 and (iii) except when used in
reference to a Committed Advance, a Committed Borrowing, a Commitment or a
related term, each Designated Bidder.



          E. Section 1.01 of the Existing Credit Agreement is hereby further amended
by deleting the definition of “Reference Banks” in its entirety and
substituting the following therefor:



          “Reference Banks” means Citibank, Bank One, NA and KeyBank National
Association.



1.2 Amendments to Article II. Amounts and Terms of the Advances



          A. Section 2.04 of the Existing Credit Agreement is hereby amended by
deleting clause (a) in its entirety and substituting the following therefor:



          “(a) Facility Fees. The Borrower agrees to pay to the Administrative
Agent for the account of each Lender (other than the Designated Bidders), from
the date such Lender becomes party to this Agreement, a facility fee (i) on
such Lender’s daily average Commitment, whether used or unused and without
giving effect to any Bid Reduction, in each case until the Termination Date of
such Lender, and (ii) in the event the Borrower elects to convert outstanding
Advances into the Term Loan pursuant to Section 2.18, on the amount of such
Lender’s Term Loan, in each case until the date upon which the Term Loan is
paid in full. The facility fees shall be calculated on the basis of a 360-day
year and payable quarterly in arrears on the last day of each March, June,
September and December during the term of such Lender’s Commitment, or after
termination of the Commitments, during the term of the Term Loan, commencing on
the date such Lender becomes party to this Agreement and ending on the
Termination Date of such Lender, or, in the event the Borrower elects to
convert outstanding Advances into the Term Loan pursuant to Section 2.18, the
date upon which the Term Loan is paid in full, in each case in an amount equal
to the product of (i) (a) during the term of such Lender’s Commitment, 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 or (b) after termination of the Commitments, the amount of
such Lender’s Term Loan times (ii) the weighted average rate per annum that is
derived from the following rates: (a) a rate of 0.085% per annum with respect
to each day during such period that the ratings with respect to Long-Term Debt
were at Level 1, (b) a rate of 0.100% per annum with respect to each day during
such period that




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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 Level 3, (d) a rate of
0.175% per annum with respect to each day during such period that such ratings
were at Level 4, 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, Moody’s or Fitch 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, Moody’s or Fitch 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 Level 5 (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).”


          B. Section 2.05 of the Existing Credit Agreement is hereby amended by
deleting the phrase “by the Requisite Lenders” in clause (a) thereof.



          C. Section 2.06 of the Existing Credit Agreement is hereby amended by
deleting the first sentence of clause (b) and substituting the following
therefor:



          “If any of the following events (each, a “Mandatory Prepayment Event”)
shall occur:”



          D. Section 2.06(b) of the Existing Credit Agreement is hereby further
amended by adding a new clause (v) therein as follows:



          “(v) the occurrence of the date on which the Borrower consummates all or a
substantial part of the tax-free distribution to shareholders announced on July
24, 2003 (the “Spin-Off”).”



          D. Section 2.07 of the Existing Credit Agreement is hereby amended by
deleting the proviso at the end of clause (a) in its entirety and substituting
the following therefor:



          “provided that any amount of principal, interest, fees and other amounts
payable under this Agreement (including, without limitation, the principal
amount of Base Rate Advances, but excluding the principal amount of Eurodollar
Rate Advances) which is not paid when due (whether at stated maturity, by
acceleration or otherwise) shall bear interest from the date on which such
amount is due until such amount is paid in full, payable on demand, at a rate
per annum equal at all times to the Base Rate in effect from time to time plus
the Applicable Margin.”



          E. Section 2.07 of the Existing Credit Agreement is hereby further amended
by deleting the proviso at the end of clause (b) in its entirety and
substituting the following therefor:



          “provided that any principal amount of any Eurodollar Rate Advance which
is not paid when due (whether at stated maturity, by acceleration or otherwise)
shall bear




3






 





interest from the date on which such amount is due until such amount is
paid in full, payable on demand, at a rate per annum equal at all times to (A)
during the Interest Period applicable to such Eurodollar Rate Advance, the
greater of (x) the Base Rate in effect from time to time plus the Applicable
Margin and (y) 2% per annum above the rate per annum required to be paid on
such amount immediately prior to the date on which such amount became due and
(B) after the expiration of such Interest Period, the Base Rate in effect from
time to time plus the Applicable Margin.


          F. Section 2.16 of the Existing Credit Agreement is hereby amended by
deleting all references to “60” and “45” therein and substituting “45” and
“30,” respectively, therefor.



          G. Article II of the Existing Credit Agreement is hereby amended by
deleting Section 2.18 in its entirety and substituting the following therefor:



          “SECTION 2.18 Term Loan.



          (a) Each Lender severally agrees on the terms and conditions set forth in
this Agreement to make Advances to the Borrower (upon request of the Borrower
pursuant to this Agreement) on the Commitment Termination Date in an amount up
to the sum of (i) the outstanding principal amount of the Advances made by such
Lender to the Borrower and outstanding as of the opening of business on the
Commitment Termination Date plus (ii) the amount available to be borrowed as
Advances from such Lender as of the opening of business on the Commitment
Termination Date. The aggregate of such Advances is collectively called the
“Term Loan”.



          (b) The Term Loan shall be made upon the irrevocable written notice
(including notice via facsimile confirmed immediately by a telephone call) of
the Borrower in the form of a Notice of Term Loan Borrowing (a “Notice of Term
Loan Borrowing”), in substantially the form of Exhibit A-3 hereto (which notice
must be received by the Administrative Agent not later than 11:00 A.M. New York
City time not less than three (3) Business Days prior to the Commitment
Termination Date), specifying: (A) the amount of the Term Loan which shall be
in a principal amount not more than the sum of (i) the aggregate principal
amount of the Advances which will be outstanding as of the opening of business
on the Commitment Termination Date, plus (ii) the amount available to be
borrowed from the Lenders as of the opening of business on the Commitment
Termination Date; (B) whether the Term Loan is to be comprised of Base Rate
Advances or Eurodollar Rate Advances, and the amount of such Advances; and (C)
the Interest Period(s) applicable to the Advances included in such notice;
provided that the Term Loan shall be made only if (a) the Borrower, in
accordance with Section 2.16, shall have requested that the then current
Commitment Termination Date be extended and (b) on and as of the date on which
the Term Loan is made (i) there has been no material adverse change in the
business, condition (financial or otherwise), operations or properties of the
Borrower and its Subsidiaries since December 31, 2002 and (ii) the statements
in 3.02(i) and (ii) are true and correct; provided, further, that if the Term
Loan is made no Commitment Termination Date of any Lender shall be extended.




4






 





          (c) The proceeds of the Term Loan made by the Lenders, to the extent
required, will be used to pay the principal amount of the Advances made by the
Lenders outstanding as of the opening of business on the Commitment Termination
Date.”



          H. Article II of the Existing Credit Agreement is hereby amended by
deleting Section 2.19 in its entirety.



1.3 Amendments to Article III. Conditions to Effectiveness and Lending



          A. Section 3.02 of the Existing Credit Agreement is hereby amended by
deleting clause (ii) in its entirety and substituting the following therefor:



          “(ii) No event has occurred and is continuing, or would result from such
Borrowing or from the application of the proceeds therefrom, which constitutes
a Mandatory Prepayment Event, an Event of Default, or a Potential Event of
Default.”



          B. Section 3.03 of the Existing Credit Agreement is hereby amended by
deleting clause (ii) in its entirety and substituting the following therefor:



          “(ii) No event has occurred and is continuing, or would result from such
Borrowing or from the application of the proceeds therefrom, which constitutes
a Mandatory Prepayment Event, an Event of Default, or a Potential Event of
Default.”



1.4 Amendments to Article IV. Representations and Warranties



          A. Section 4.01 of the Existing Credit Agreement is hereby amended by
deleting clause (e) in its entirety and substituting the following therefor:



          “(e) Condition of the Borrower. The consolidated balance sheet of the
Borrower and its Subsidiaries as at December 31, 2002, and the related
consolidated statements of income and retained earnings of the Borrower and its
Subsidiaries for the fiscal year then ended, copies of which have been
previously furnished to each Bank, and the consolidated balance sheet of the
Borrower and its Subsidiaries as at June 30, 2003 and the statements of
consolidated income of the Borrower and its Subsidiaries for the six months
then ended, all of which financial statements may have been delivered
electronically, fairly present the consolidated financial condition of the
Borrower and its Subsidiaries as at such date and the results of the operations
of the Borrower and its Subsidiaries for the periods ended on such dates, and,
where applicable, as restated by the Borrower in its Form 10-K/A filed with the
SEC on June 2, 2003, all in accordance with GAAP consistently applied, and as
of the Effective Date, there has been no material adverse change in the
business, condition (financial or otherwise), operations or properties of the
Borrower and its Subsidiaries, taken as a whole, since December 31, 2002.”



          B. Section 4.01 of the Existing Credit Agreement is hereby further amended
by adding a new subsection (o) at the end thereof as follows:



          “(o) Tax Shelter Reporting. The Borrower does not intend to treat the
Advances and related transactions as being a “reportable transaction” (within
the meaning of




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Treasury Regulation Section 1.6011-4). In the event the Borrower
determines to take any action inconsistent with such intention, it will
promptly notify the Administrative Agent thereof. If the Borrower so notifies
the Administrative Agent, the Borrower acknowledges that one or more of the
Lenders may treat its Advances as part of a transaction that is subject to
Treasury Regulation Section 301.6112-1, and such Lender or Lenders, as
applicable, will maintain the lists and other records required by such Treasury
Regulation.”


1.5 Amendments to Article V. Covenants of the Borrower


          A. Section 5.01(b) of the Existing Credit Agreement is hereby amended by
deleting clause (iv) thereof in its entirety and substituting the following
therefor:



          “(iv) as soon as possible and in any event within five days after the
occurrence of each Mandatory Prepayment Event, Event of Default and Potential
Event of Default continuing on the date of such statement, a statement of an
authorized financial officer of the Borrower setting forth details of such
event and any action which the Borrower has taken and proposes to take with
respect thereto;”



          B. Section 5.01(b) of the Existing Credit Agreement is hereby further
amended by deleting clause (xv) thereof in its entirety and substituting the
following therefor:



          “(xv) promptly after the Borrower has notified the Administrative Agent of
any intention by the Borrower to treat the Advances and related transactions as
being a “reportable transaction” (within the meaning of Treasury Regulation
Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor
form; and



          (xvi) such other information respecting the condition or operations,
financial or otherwise, of the Borrower or any of its Subsidiaries as any
Lender through the Administrative Agent may from time to time reasonably
request.”



1.6 Amendments to Article VIII. Miscellaneous



          A. Article VIII of the Existing Credit Agreement is hereby amended by
deleting Section 8.05 in its entirety and substituting the following therefor:



          “SECTION 8.05 Right of Set-off. Upon (i) the occurrence and during the
continuance of any Event of Default and (ii) the making of the request or the
granting of the consent specified by Section 6.01 to authorize the
Administrative Agent to declare the Advances due and payable pursuant to the
provisions of Section 6.01, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (time or demand, provisional or final, or general, but not
special) at any time held and other indebtedness at any time owing by such
Lender or an Affiliate of a Lender to or for the credit or the account of the
Borrower against any and all of the obligations of the Borrower now or
hereafter existing under this Agreement that are then due and payable, whether
or not such Lender shall have made any demand under this Agreement. Each
Lender agrees promptly to notify the Borrower after any such set-off and
application made by such Lender; provided that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of
each Lender under this Section are




6






 





in addition to other rights and remedies (including, without limitation,
other rights of set-off) which such Lender may have.”


          B. Section 8.07(a) of the Existing Credit Agreement is hereby amended by
deleting the reference to “$3,000” therein and substituting “$3,500” therefor.



          C. Section 8.08 of the Existing Credit Agreement is hereby amended by
adding the following statement at the end thereof:



          “Notwithstanding anything herein to the contrary, “confidential
information” shall not include, and any party to this Agreement may disclose
without limitation of any kind, any information with respect to the “tax
treatment” and “tax structure” (in each case, within the meaning of Treasury
Regulation Section 1.6011-4) of the transactions contemplated hereby and all
materials of any kind (including opinions or other tax analyses) that are
provided to such party relating to such tax treatment and tax structure;
provided that with respect to any document or similar item that in either case
contains information concerning the tax treatment or tax structure of the
transaction as well as other information, this sentence shall only apply to
such portions of the document or similar item that relate to the tax treatment
or tax structure of the Advances and transactions contemplated hereby.”



          D. Article VIII of the Existing Credit Agreement is hereby further amended
further by adding a new Section 8.13 at the end thereof as follows:



          “SECTION 8.13 Website Communications.



          (a) The Borrower hereby agrees that it will provide to the Administrative
Agent all information, documents and other materials that it is obligated to
furnish to the Administrative Agent pursuant to the Loan Documents, including,
without limitation, all notices, requests, financial statements, financial and
other reports, certificates and other information materials, but excluding any
such communication that (i) relates to a request for a new, or a conversion of
an existing, borrowing or other extension of credit (including any election of
an interest rate or interest period relating thereto), (ii) relates to the
payment of any principal or other amount due under the Agreement prior to the
scheduled date therefor, (iii) provides notice of any default or event of
default under the Agreement or (iv) is required to be delivered to satisfy any
condition precedent to the effectiveness of the Agreement and/or any borrowing
or other extension of credit thereunder (all such non-excluded communications
being referred to herein collectively as “Communications”), by transmitting the
Communications in an electronic/soft medium in a format acceptable to the
Administrative Agent to oploanswebadmin@citigroup.com. In addition, the
Borrower agrees to continue to provide the Communications to the
Administrative Agent in the manner specified in the Loan Documents but only to
the extent requested by the Administrative Agent.



          (b) The Borrower further agrees that the Administrative Agent may make the
Communications available to the Lenders by posting the Communications on
IntraLinks, Fixed Income Direct or a substantially similar electronic
transmission system (the “Platform”). The Borrower acknowledges that the
distribution of material through an electronic medium is




7






 



not necessarily secure and that there are confidentiality and other risks
associated with such distribution.


          (c) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY
KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT
OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY
THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO
EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES
(COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER
OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT
LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE
BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH
THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN
A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE
RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.



          (d) The Administrative Agent agrees that the receipt of the Communications
by the Administrative Agent at its e-mail address set forth above shall
constitute effective delivery of the Communications to the Administrative Agent
for purposes of the Loan Documents. Each Lender agrees that notice to it (as
provided in the next sentence) specifying that the Communications have been
posted to the Platform shall constitute effective delivery of the
Communications to such Lender for purposes of the Loan Documents. Each Lender
agrees (i) to notify the Administrative Agent in writing (including by
electronic communication) from time to time of such Lender’s e-mail address to
which the foregoing notice may be sent by electronic transmission and (ii) that
the foregoing notice may be sent to such e-mail address.



          (e) Nothing herein shall prejudice the right of the Administrative Agent
or any Lender to give any notice or other communication pursuant to any Loan
Document in any other manner specified in such Loan Document.”



1.7 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.




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          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 “Second Amendment Effective Date”):



          A. Documents. On or before the Second 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 Second 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 Scott E. Sayre, 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
Second 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 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




9






 





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 Amended
Agreement. The representations and warranties contained in Section 4.01 of the
Amended Agreement are true, correct and complete in all material respects on
and as of the Second 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 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.




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               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/ Robert H. Bohannon
	 	 	 	 	

	 	 	
Name:
	 	Robert H. Bohannon
	 	 	
Title:
	 	Chairman fo the Baord, President
	 	 	 	 	&Chief Executive Officer
	 	 	 	 	 
	 	 	
By
	 	/s/ Ellen Ingersoll
	 	 	 	 	

	 	 	
Name:
	 	Ellen M. Ingersoll
	 	 	
Title:
	 	Chief Financial Officer
	 	 	 	 	 
	 	 	CITICORP USA, INC., as the Administrative
	 	 	Agent and as a Lender
	 	 	 	 	 
	 	 	
By
	 	/s/ John Wetzler
	 	 	 	 	

	 	 	
Name:
	 	John Wetzler
	 	 	
Title:
	 	Managing Director
	 	 	 	
S-2	 




	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, as Senior
	 	 	Managing Agent and as a Lender
	 	 	 	 	 
	 	 	
By
	 	/s/ William Rindfuss
	 	 	 	 	

	 	 	
Name:
	 	William Rindfuss
	 	 	
Title:
	 	Vice President
	 	 	
S-3	 	 
	 	 	 	 	 
	 	 	KEY BANK NATIONAL ASSOCIATION, as
	 	 	Co-Syndication Agent and as a Lender
	 	 	 	 	 
	 	 	
By
	 	/s/ James Teichman
	 	 	 	 	

	 	 	
Name:
	 	James Teichman
	 	 	
Title:
	 	Portfolio Manager
	 	 	
S-4	 	 



S-11






 




	 	 	 	 	 
	 	 	BANK ONE, NA, as Co-Syndication Agent
	 	 	and as a Lender
	 	 	 	 	 
	 	 	
By
	 	/s/ Sabir Hashmy
	 	 	 	 	

	 	 	
Name:
	 	Sabir Hashmy
	 	 	
Title:
	 	Director
	 	 	
S-5	 	 
	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as
	 	 	Co-Documentation Agent and as a Lender
	 	 	 	 	 
	 	 	
By
	 	/s/ Russell McClymont
	 	 	 	 	

	 	 	
Name:
	 	Russell A. McClymont
	 	 	
Title:
	 	Vice President
	 	 	
S-6	 	 
	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,
	 	 	as Co-Documentation Agent and as a Lender
	 	 	 	 	 
	 	 	
By
	 	/s/ Daniel Evans
	 	 	 	 	

	 	 	
Name:
	 	Daniel Evans
	 	 	
Title:
	 	Managing Director
	 	 	
S-7	 	 
	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., as Senior
	 	 	Managing Agent and as a Lender
	 	 	 	 	 
	 	 	
By
	 	/s/ Vanessa Sheh Meyer
	 	 	 	 	

	 	 	
Name:
	 	Vanessa Sheh Meyer
	 	 	
Title:
	 	Senior Relationship Manager
	 	 	
S-8	 	 



S-12






 




	 	 	 	 	 
	 	 	ABN AMRO BANK N.V., as Senior
	 	 	Managing Agent and as a Lender
	 	 	 	 	 
	 	 	
By
	 	/s/ Angela Noïque
	 	 	 	 	

	 	 	
Name:
	 	Angela Noïque
	 	 	
Title:
	 	Group Vice President
	 	 	 	 	 
	 	 	
By
	 	/s/ John M. Pastore
	 	 	 	 	

	 	 	
Name:
	 	John M. Pastore
	 	 	
Title:
	 	Vice President
	 	 	 	 	 
	 	 	
S-9	 	 
	 	 	 	 	 
	 	 	MELLON BANK, N.A., as Senior Managing
	 	 	Agent and as a Lender
	 	 	 	 	 
	 	 	
By
	 	/s/ L. C. Ivey
	 	 	 	 	

	'	 	
Name:

Title:
	 	Lawrence C. Ivey

First Vice President
	 	 	
S-10	 	 
	 	 	 	 	 
	 	 	LEHMAN BROTHERS BANK, FSB, as
	 	 	Co-Agent and as a Lender
	 	 	 	 	 
	 	 	
By
	 	/s/ Gary T. Taylor
	 	 	 	 	

	 	 	
Name:
	 	Gary T. Taylor
	 	 	
Title:
	 	Vice President
	 	 	 	 	 
	 	 	
S-11	 	 
	 	 	 	 	 
	 	 	SUMITOMO MITSUI BANKING CORPORATION,
	 	 	as Co-Agent and as a Lender
	 	 	 	 	 
	 	 	
By
	 	/s/ Al Galluzzo
	 	 	 	 	

	 	 	
Name:
	 	Al Galluzzo
	 	 	
Title:
	 	Senior Vice President
	 	 	
S-12	 	 



S-13






 




	 	 	 	 	 
	 	 	CREDIT LYONNAIS NEW YORK BRANCH, as
	 	 	Senior Managing Agent and as a
Lender
	 	 	 	 	 
	 	 	
By
	 	/s/ F. Frank Herrera
	 	 	 	 	

	 	 	
Name:
	 	F. Frank Herrera
	 	 	
Title:
	 	Vice President
	 	 	
S-13	 	 
	 	 	 	 	 
	 	 	BNP PARIBAS, as Senior Managing
Agent and as a Lender
	 	 	 	 	 
	 	 	
By
	 	/s/ Sean Conlon
	 	 	 	 	

	 	 	
Name:
	 	Sean Conlon
	 	 	
Title:
	 	Managing Director
	 	 	 	 	 
	 	 	
By
	 	/s/ Clive Bettles
	 	 	 	 	

	 	 	
Name:
	 	Clive Bettles
	 	 	
Title:
	 	Managing Director
	 	 	
S-14	 	 
	 	 	 	 	 
	 	 	BRANCH BANKING AND TRUST
CO., as Senior Managing Agent and as a
Lender
	 	 	 	 	 
	 	 	
By
	 	/s/ Roberts A Bass
	 	 	 	 	

	 	 	
Name:
	 	Roberts A. Bass
	 	 	
Title:
	 	Senior Vice President
	 	 	
S-15	 	 
	 	 	 	 	 
	 	 	SUNTRUST BANK, as Senior Managing
Agent and as a Lender
	 	 	 	 	 
	 	 	
By
	 	/s/ Brian K. Peters
	 	 	 	 	

	 	 	
Name:
	 	Brian K. Peters
	 	 	
Title:
	 	Managing Director
	 	 	
S-16	 	 



S-14






 




	 	 	 	 	 
	 	 	US BANK NATIONAL ASSOCIATION, as
Senior Managing Agent and as a
Lender
	 	 	 	 	 
	 	 	
By
	 	/s/ Karen S. Paris
	 	 	 	 	

	 	 	
Name:
	 	Karen S. Paris
	 	 	
Title:
	 	Senior Vice President
	 	 	
S-17	 	 
	 	 	 	 	 
	 	 	ROYAL BANK OF SCOTLAND PLC, as
Senior Managing Agent and as a
Lender
	 	 	 	 	 
	 	 	
By
	 	/s/ Julian Dakin
	 	 	 	 	

	 	 	
Name:
	 	Julian Dakin
	 	 	
Title:
	 	Senior Vice President
	 	 	
S-18	 	 
	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA, as Co-Agent
and as a Lender
	 	 	 	 	 
	 	 	
By
	 	/s/ Tom J. Oberaigner
	 	 	 	 	

	 	 	
Name:
	 	Tom J. Oberaigner
	 	 	
Title:
	 	Attorney-in-Fact
	 	 	
S-19	 	 



S-15






 



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
	 	 	
2 Penns Way, Suite 200
	 	2 Penns Way, Suite 200
	 	 	
New Castle, DE 19720
	 	New Castle, DE 19720
	 	 	
Attention: Janet Wallace
	 	Attention: Janet Wallace
	 	 	
Telephone: (302) 894-6029
	 	Telephone: (302) 894-6029
	 	 	
Facsimile: (302) 894-6120
	 	Facsimile: (302) 894-6120
	 	 	 	 	 
	JPMORGAN CHASE BANK	 	
JPMorgan Chase Bank
	 	JPMorgan Chase Bank
	 	 	
560 Mission Street, 18/F
	 	560 Mission Street, 18/F
	 	 	
San Francisco, CA 94105
	 	San Francisco, CA 94105
	 	 	
Attn: William Rindfuss
	 	Attn: William Rindfuss
	 	 	
Telephone: (415) 315-8232
	 	Telephone: (415) 315-8232
	 	 	
Facsimile: (415) 315-8586
	 	Facsimile: (415) 315-8586
	 	 	 	 	 
	BANK ONE, NA	 	
Bank One, NA
	 	Bank One, NA
	 	 	
One Bank One Plaza
	 	One Bank One Plaza
	 	 	
Chicago, Illinois 60670
	 	Chicago, Illinois 60670
	 	 	
Attn: John Geresi
	 	Attn: John Geresi
	 	 	
Facsimile: (213) 576-1565
	 	Facsimile: (213) 576-1565
	 	 	 	 	 
	BANK OF AMERICA, N.A.	 	
Bank of America, N.A.
	 	Bank of America, N.A.
	 	 	
1850 Gateway Blvd., Mail
	 	1850 Gateway Blvd., Mail
	 	 	
Code: CA4-706-05-11
	 	Code: CA4-706-05-11
	 	 	
Concord, California
	 	Concord, California
	 	 	
94520-3282
	 	94520-3282
	 	 	
Attn: Pamela S Greer-Tillman
	 	Attn: Pamela S. Greer-Tillman
	 	 	
Phone: (925) 675-8453
	 	Phone: (925) 675-8453
	 	 	
Fax: (888) 969-2786
	 	Fax: (888) 969-2786
	 	 	 	 	 
	WACHOVIA BANK,	 	
Wachovia Bank, National	 	N/A
	NATIONAL	 	
Association	 	 
	ASSOCIATION	 	
191 Peachtree Street	 	 
	 	 	
Atlanta, Georgia 30303	 	 
	 	 	
Attn: Christopher Borin	 	 
	 	 	
Facsimile: (404) 332-4048
	 	 



I-1






 




	 	 	 	 	 
	Bank	 	Domestic Lending Office:	 	Eurodollar Lending Office
	
	 	
	 	

	WELLS FARGO BANK, N.A	 	
Wells Fargo Bank, N.A.
	 	Wells Fargo Bank, N.A.
	 	 	
201 3rd Street
	 	201 3rd Street
	 	 	
MAC A0187-080
	 	MAC A0187-080
	 	 	
San Francisco, California
	 	San Francisco, California
	 	 	
94103
	 	94103
	 	 	
Attn: Ginnie Padgett
	 	Attn: Ginnie Padgett
	 	 	
Phone: (415) 477-5374
	 	Phone: (415) 477-5374
	 	 	
Fax: (415) 512-1943
	 	Fax: (415) 512-1943
	 	 	
(primary)
	 	(primary)
	 	 	
(415) 979-0675 (secondary)
	 	(415) 979-0675 (secondary)
	 	 	 	 	 
	ABN AMRO BANK N.V.	 	
ABN AMRO Bank N.V
	 	ABN AMRO Bank N.V.
	 	 	
208 South LaSalle Street,
	 	208 South LaSalle Street,
	 	 	
Suite 1500
	 	Suite 1500
	 	 	
Chicago, Illinois 60604-1003
	 	Chicago, Illinois 60604-1003
	 	 	
Attn: Lorraine West
	 	Attn: Lorraine West
	 	 	
Phone: (312) 992-5152
	 	Phone: (312) 992-5152
	 	 	
Fax: (312) 992-5158
	 	Fax: (312) 992-5158
	 	 	 	 	 
	MELLON BANK, N.A.	 	
Mellon Bank, N.A.
	 	Mellon Bank, N.A.
	 	 	
Three Mellon Bank, Rm.
	 	Three Mellon Bank, Rm.
	 	 	
2300
	 	2300
	 	 	
Pittsburgh, Pennsylvania
	 	Pittsburgh, Pennsylvania
	 	 	
15259
	 	15259
	 	 	
Attn: Barbara Gago
	 	Attn: Barbara Gago
	 	 	
Phone: (412) 209-6114
	 	Phone: (412) 209-6114
	 	 	
Fax: (412) 234-4710
	 	Fax: (412) 234-4710
	 	 	 	 	 
	LEHMAN BROTHERS	 	
Lehman Brothers Bank, FSB
	 	Lehman Brothers Bank, FSB
	BANK, FSB	 	
745 Seventh Avenue, 19th
	 	745 Seventh Avenue, 19th
	 	 	
Floor
	 	Floor
	 	 	
New York, NY 10019
	 	New York, NY 10019
	 	 	
Attn: Michele Swanson
	 	Attn: Michele Swanson
	 	 	
Phone: (212) 526-0330
	 	Phone: (212) 526-0330
	 	 	
Fax: (212) 526-0242
	 	Fax: (212) 526-0242
	 	 	 	 	 
	SUMITOMO MITSUI	 	
Sumitomo Mitsui Banking
	 	Sumitomo Mitsui Banking
	BANKING CORPORATION	 	
Corporation
	 	Corporation
	 	 	
277 Park Avenue
	 	277 Park Avenue
	 	 	
New York, New York 10172
	 	New York, New York 10172
	 	 	
Attn: Deal Administration,
	 	Attn: Deal Administration,
	 	 	Paul Kane	 	Paul Kane
	 	 	
Fax: (212) 224-5488
	 	Fax: (212) 224-5488



I-2






 




	 	 	 	 	 
	Bank	 	Domestic Lending Office:	 	Eurodollar Lending Office
	
	 	
	 	

	ROYAL BANK OF CANADA	 	
Royal Bank of Canada
	 	Royal Bank of Canada
	 	 	
New York Branch
	 	One Liberty Plaza,
3rd Floor
	 	 	
One Liberty Plaza, 3rd Floor
	 	New York, NY 10006-1404
	 	 	
New York, NY 10006-1404
	 	Attn: Compton Singh,
	 	 	
Attn: Compton Singh,
	 	Liability Officer
	 	 	
Liability Officer
	 	Phone: (212) 428-6332
	 	 	
Phone: (212) 428-6332
	 	Fax: (212) 428-2372
	 	 	
Fax: (212) 428-2372	 	 
	 	 	 	 	 
	BRANCH BANKING AND	 	
Branch Banking and Trust Co.
	 	Branch Banking and Trust Co.
	TRUST CO.	 	
200 W. Second St.
	 	200 W. Second St.
	 	 	
16th Floor
	 	16th Floor
	 	 	
Winston-Salem, NC 27104
	 	Winston-Salem, NC 27104
	 	 	 	 	 
	US BANK NATIONAL	 	
US Bank National Association
	 	US Bank National Association
	ASSOCIATION	 	
U.S. Bancorp Center
	 	U.S. Bancorp Center
	 	 	
800 Nicollet Mall
	 	800 Nicollet Mall
	 	 	
BC-MN-H03P
	 	BC-MN-H03P
	 	 	
Minneapolis, MN 55402
	 	Minneapolis, MN 55402
	 	 	
Attn: Karen Paris
	 	Attn: Karen Paris
	 	 	
Phone: (612) 303-3822
	 	Phone: (612) 303-3822
	 	 	
Fax: (612) 303-2264
	 	Fax: (612) 303-2264
	 	 	 	 	 
	KEYBANK NATIONAL	 	
KeyBank National Association
	 	KeyBank National Association
	ASSOCIATION	 	
601 108th Ave. N.E., 5th
	 	601 108th Ave. N.E., 5th
	 	 	
Floor
	 	Floor
	 	 	
Mail Code: WA-31-18-0512
	 	Mail Code: WA-31-18-0512
	 	 	
Bellevue, WA 98009
	 	Bellevue, WA 98009
	 	 	
Attn: James Teichman
	 	Attn: James Teichman
	 	 	
Phone: (425) 709-4574
	 	Phone: (425) 709-4574
	 	 	
Fax: (425) 709-4587
	 	Fax: (425) 709-4587
	 	 	 	 	 
	CREDIT LYONNAIS NEW	 	
Credit Lyonnais New York
	 	Credit Lyonnais New York
	YORK BRANCK	 	
Branch
	 	Branch
	 	 	
515 South Flower Street
	 	515 South Flower Street
	 	 	
Suite 2200
	 	Suite 2200
	 	 	
Los Angeles, CA 90071
	 	Los Angeles, CA 90071
	 	 	
Attn: Ron Moore
	 	Attn: Ron Moore
	 	 	
Phone: (213) 362-5952
	 	Phone: (213) 362-5952
	 	 	
Fax: (213) 623-3437
	 	Fax: (213) 623-3437



I-3






 




	 	 	 	 	 
	Bank	 	Domestic Lending Office:	 	Eurodollar Lending Office
	
	 	
	 	

	THE ROYAL BANK OF	 	
The Royal Bank of Scotland
	 	The Royal Bank of Scotland
	SCOTLAND PLC	 	
plc
	 	plc
	 	 	
101 Park Avenue
	 	101 Park Avenue
	 	 	
New York, NY 10178
	 	New York, NY 10178
	 	 	
Attn: Julian Dakin
	 	Attn: Julian Dakin
	 	 	
Phone: (212) 401-3467
	 	Phone: (212) 401-3467
	 	 	
Fax: (212) 401-3456
	 	Fax: (212) 401-3456
	 	 	 	 	 
	 SUNTRUST
BANK	 	
SunTrust Bank
	 	SunTrust Bank
	 	 	
303 Peachtree Street, 3rd
	 	303 Peachtree Street, 3rd
	 	 	
Floor
	 	Floor
	 	 	
Mail Code 1921
	 	Mail Code 1921
	 	 	
Atlanta, GA 30303
	 	Atlanta, GA 30303
	 	 	
Attn: Brian Peters
	 	Attn: Brian Peters
	 	 	
Phone: (404) 827-6118
	 	Phone: (404) 827-6118
	 	 	
Fax: (404) 588-8833
	 	Fax: (404) 588-8833
	 	 	 	 	 
	BNP PARIBAS	 	
BNP Paribas
	 	BNP Paribas
	 	 	
One Front Street, 23rd Floor
	 	One Front Street, 23rd Floor
	 	 	
San Francisco, CA 94111
	 	San Francisco, CA 94111
	 	 	
Attn: Sean Conlon –
	 	Attn: Sean Conlon –
	 	 	
Managing Director
	 	Managing Director
	 	 	
Phone: (213) 688-6431
	 	Phone: (213) 688-6431
	 	 	
Fax: (213) 488-9602
	 	Fax: (213) 488-9602



I-4






 



ANNEX II

SCHEDULE II



COMMITMENTS




	 	 	 	 	 	 
	Lender	 	Commitment
	Citicorp USA, Inc.
	 	$	22,250,000	 
	Bank One, NA
	 	$	15,000,000	 
	KeyBank National Association
	 	$	15,000,000	 
	Bank of America, N.A.
	 	$	15,000,000	 
	Wachovia Bank, National Association
	 	$	15,000,000	 
	Credit Lyonnais New York Branch
	 	$	13,250,000	 
	BNP Paribas
	 	$	13,250,000	 
	Branch Banking and Trust Co.
	 	$	13,250,000	 
	Mellon Bank, N.A.
	 	$	13,250,000	 
	SunTrust Bank
	 	$	13,250,000	 
	US Bank National Association
	 	$	13,250,000	 
	Wells Fargo Bank, N.A.
	 	$	13,250,000	 
	JPMorgan Chase Bank
	 	$	13,250,000	 
	ABN AMRO Bank, N.V.
	 	$	13,250,000	 
	Royal Bank of Scotland plc
	 	$	13,250,000	 
	Lehman Brothers Bank, FSB
	 	$	11,750,000	 
	Royal Bank of Canada
	 	$	11,750,000	 
	Sumitomo Mitsui Banking Corporation
	 	$	11,750,000	 
	 
	 	 	
	 
	 	TOTAL
	 	$	250,000,000	 
	 
	 	 	
	 



II-1






 



EXHIBIT 1

FORM OF OPINION








	 	 	 	 
	Scott E. Sayre	 	
            Viad Corp	 
	Vice President – General Counsel and Secretary	 	
1850 North Central Avenue	 
	(602) 207-5626	 	
Phoenix, AZ 85077-1012	 
	Fax (602) 207-5480	 	 	 



August 29, 2003



Citicorp USA, Inc., as Administrative Agent

1 Court Square

Long Island City, New York 11120


and


Each of the financial institutions listed

as Lenders on the signature pages of the

Second Amendment to Credit Agreement

Referred to Below



	 
	Re:    Second Amendment to Credit Agreement (Short Term
Revolving Credit Facility) dated as of August 29, 2003,
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 Second Amendment to Credit Agreement (Short Term Revolving Credit Facility)
dated as of August 29, 2003 (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 First Amendment to Credit Agreement (Short Term
Revolving Credit Facility) dated as of August 30, 2002 (as amended by the
Second Amendment, the “Amended Agreement”),




Exhibit 1-1






 





by and among the Company, the lenders listed on the signature pages
thereof, and the Administrative Agent, and I have examined or 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




Exhibit 1-2






 





in the creation or imposition of any lien upon any property or assets of
the Borrower pursuant to any Material Agreement or Judicial Order.


          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/ Scott E. Sayre

Vice President – General Counsel

and Secretary



Exhibit 1-3