exv4wb



 



Exhibit 4.B


Viad Corp

Viad Tower, Sta. 0810

1850 N. Central Ave.

Phoenix, Arizona 85077-0810



August 29, 2003



Citicorp USA, Inc., as Agent

c/o Citibank, N.A.

Global Loans Operations

2 Penns Way, Suite 200

New Castle, Delaware, 19720

Attn: Brian Maxwell




	 	 	 
	Re:	 	
Termination of Amended And Restated Credit
	 	 	
Agreement (Long Term Revolving Credit Facility)



     Reference is hereby made to that certain Second Amendment to Credit
Agreement (Short Term Revolving Credit Facility) (the “Second Amendment”),
dated as of the date hereof, among Viad Corp (the “Company”), the financial
institutions listed on the signature pages thereof as lenders (the “Lenders”),
and Citicorp USA, Inc. (“Citicorp”), as administrative agent for Lenders (in
such capacity, the “Agent”), and to that certain Amended and Restated Credit
Agreement (Long Term Revolving Credit Facility) (the “Long Term Facility”)
dated as of August 31, 2001, as amended by that certain First Amendment to
Amended and Restated Credit Agreement (Long Term Revolving Credit Facility)
dated as of October 3, 2001 by and among the Company, Greyhound Canada
Holdings, Inc. (the “Canadian Borrower,” and together with the Company,
collectively the “Borrowers”), the financial institutions listed therein as
lenders (the “Long Term Lenders”), Citicorp as the administrative agent for the
Long Term Lenders, and Citibank Canada, as special administrative agent for the
Canadian Long Term Lenders. Capitalized terms used but not defined herein
shall have the meanings set forth in the Long Term Facility.


     By the execution of this letter agreement, the Borrowers hereby agree, for
the benefit of the Long Term Lenders, that, in consideration of and to induce
the Lenders and the Agent to execute and deliver the Second Amendment, on the
date the Company consummates all or a substantial part of the tax-free
distribution to shareholders announced on July 24, 2003 (the “Spin-Off”), the
Spin-Off will be an event of mandatory prepayment under Section 2.06(b) of the
Long Term Facility which requires, if the Administrative Agent receives a
notice from any Lender, that: (i) the Borrowers will immediately prepay in
full all Advances outstanding under the Long Term Facility, together with
interest accrued to the date on which the Spin-Off is consummated, and will pay
or reimburse the Long Term Lenders in respect of any costs and expenses
pursuant to Section 9.04 of the Long Term Facility, (ii) the Company will
immediately cash collateralize the Letters of Credit pursuant to Section 6.02
of the Long Term Facility and


 






 


(iii)  all Commitments under the Long Term Facility will immediately
terminate. The Company intends to have in place a new long term credit
facility substantially equivalent to the Long Term Facility on the date the

Company consummates all or a substantial part of the Spin-Off.


               THIS LETTER AGREEMENT 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.



     In order to confirm and acknowledge that the foregoing is in accordance
with our agreement, please sign and return to the Company the enclosed original
copy of this letter. This letter may be signed in counterparts.



	 	 	 	 	 	 	 
	 	 	 	 	Very truly yours,
	 	 	 	 	 	 	 
	 	 	 	 	VIAD CORP
	 	 	 	 	 	 	 
	 	 	 	 	By
	 	    /s/ Robert H. Bohannon
	 	 	 	 	 	 	

	 	 	 	 	Title:
	 	Chairman of the Board, President
	 	 	 	 	 	 	And Chief Executive Officer
	 	 	 	 	 	 	 
	 	 	 	 	By
	 	    /s/ Ellen Ingersoll
	 	 	 	 	 	 	

	 	 	 	 	Title:
	 	Chief Financial Officer
	 	 	 	 	 	 	 
	 	 	 	 	GREYHOUND CANADA HOLDINGS, INC.
	 	 	 	 	 	 	 
	 	 	 	 	By
	 	    /s/ Ellen Ingersoll
	 	 	 	 	 	 	

	 	 	 	 	Title:
	 	Vice President & Treasurer
	 	 	 	 	 	 	 
	ACKNOWLEDGED AND AGREED:	 	 	 	 
	 	 	 	 	 	 	 
	CITICORP USA, INC., as Agent,
for itself, the other Lenders
and the other Long Term Lenders	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	
   John Wetzler	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
Name: John Wetzler

Title: Managing Director