exv4wb4



 






Exhibit 4.B4




AMENDMENT NO. 3 TO CREDIT AGREEMENT




     This Amendment No. 3 (this “Amendment”) is entered into as of December 30, 2005 by and
among Viad Corp, a Delaware corporation (the “Borrower”), JPMorgan Chase Bank, N.A.
(successor by merger to Bank One, NA (Illinois)), as Lender and as Administrative Agent
(“Administrative Agent”), and the other financial institutions signatory hereto.



RECITALS




     A. The Borrower, the Administrative Agent and the Lenders are party to that certain Credit
Agreement dated as of June 30, 2004 (as amended, the “Credit Agreement”). Unless otherwise
specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them
by the Credit Agreement.



     B. The Borrower, the Administrative Agent and the Required Lenders wish to amend the Credit
Agreement on the terms and conditions set forth below.



     Now, therefore, in consideration of the mutual execution hereof and other good and valuable
consideration, the parties hereto agree as follows:



          1. Amendment to Credit Agreement. Upon the “Effective Date” (as defined below),
Section 6.10(iii) of the Credit Agreement shall be amended in its entirety to read as follows:




          “(iii) the Borrower may from time to time repurchase its Capital Stock for aggregate
consideration not in excess of $35,000,000, provided that (1) no Default or, to the
knowledge of an Authorized Officer after due inquiry, Unmatured Default shall exist before
or after giving effect to any such repurchase or be created as a result thereof,”



          2. Representations and Warranties of the Borrower. The Borrower represents and
warrants that:




          (a) Each of the representations and warranties contained in the Credit Agreement is
true and correct in all material respects on and as of the date hereof as if made on the
date hereof;




          (b) After giving effect to this Amendment, no Default or Unmatured Default has occurred
and is continuing.



          3. Effective Date. This Amendment shall become effective upon the date of the
execution and delivery (i) of this Amendment by the Borrower and the Required Lenders and (ii) the
Guarantor’s Acknowledgment attached hereto as Exhibit A by Guarantor (the “Effective
Date”).



          4. Reference to and Effect Upon the Loan Documents.




          (a) Except as specifically amended, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified and confirmed.




          (b) The execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Administrative Agent or any Lender under the
Credit Agreement or any Loan Document, nor constitute a waiver of any provision of the
Credit Agreement or any Loan Document, except as specifically set forth herein. Upon the
effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to
the Credit Agreement as amended hereby.



          5. Costs and Expenses. The Borrower hereby affirms its obligation under Section
9.6 of the Credit Agreement to reimburse the Administrative Agent for all reasonable costs,
internal charges and out-of-pocket expenses paid or incurred by the Administrative Agent in
connection with the preparation, negotiation, execution and delivery of this Amendment, including
but not limited to the attorneys’ fees and time charges of attorneys for the Administrative Agent
with respect thereto.



 









 





          6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.



          7. Headings. Section headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any other purposes.



          8. Counterparts. This Amendment may be executed in any number of counterparts, each
of which when so executed shall be deemed an original but all such counterparts shall constitute
one and the same instrument.



          IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first
above written.



	 	 	 	 	 	 	 
	 	 	VIAD CORP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	          /s/ Ellen M. Ingersoll	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	          Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	          /s/ E. A. Newman
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	          Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A,

(successor by merger to Bank One, NA (Illinois))

as Lender and as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	          /s/ Clara Sohan	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	          Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Lender and as Syndication Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	          /s/ John G. Taylor	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	          Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,

as Lender and Co-Documentation Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	          /s/ David McCauley	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	          Vice President	 	 






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	 	 	KEYBANK NATIONAL ASSOCIATION,

as Lender and Co-Documentation Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	          /s/ Frank J. Jancar
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	          Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	          /s/ Ronald Moore	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	          Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	          /s/ Frank Herrera	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	          Director	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	          /s/ Karen S. Paris	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	          Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BNP PARIBAS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	          /s/ Malina Lui	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	          Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	          /s/ Jason Paulnock	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	          Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	          /s/ Beth C. McGinnis	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	          Senior Vice President	 	 






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EXHIBIT A




GUARANTOR’S ACKNOWLEDGMENT 

OF 

AMENDMENT NO. 3 TO CREDIT AGREEMENT




     The Guarantor hereby acknowledges the terms and conditions of Amendment No. 3 to the Credit
Agreement entered into as of December 30, 2005 and hereby reaffirms its obligations under the
Guaranty. Unless otherwise specified herein, capitalized terms used herein shall have the meanings
ascribed to them by the Credit Agreement dated as of June 30, 2004 and entered into by and among
the Borrower, the Administrative Agent and the Lenders (as amended from time to time, the “Credit
Agreement”).



	 	 	 	 	 	 	 
	 	 	GES EXPOSITION SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	          /s/ Ellen M. Ingersoll
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	          Vice President 
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	          /s/ E. A. Newman	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	          Treasurer	 	 







A-1