SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549

SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
MONEYGRAM PAYMENT SYSTEMS, INC.
 (NAME OF SUBJECT COMPANY)
PINE VALLEY ACQUISITION CORPORATION
AND
VIAD CORP
 (BIDDERS)
COMMON STOCK, $.01 PAR VALUE
 (TITLE OF CLASS OF SECURITIES)
608910105
(CUSIP NUMBER OF CLASS OF SECURITIES)

              PETER J. NOVAK, ESQ.                                       Copy to:
       VICE PRESIDENT AND GENERAL COUNSEL                        FRANK M. PLACENTI, ESQ.
                   VIAD CORP                                          BRYAN CAVE LLP
     1850 NORTH CENTRAL AVENUE, SUITE 2212                2800 NORTH CENTRAL AVENUE, SUITE 2100
          PHOENIX, ARIZONA 85077-2212                          PHOENIX, ARIZONA 85004-1098
           (602) 207-4000 (TELEPHONE)                           (602) 230-7000 (TELEPHONE)
              (602) 207-5480 (FAX)                                 (602) 266-5938 (FAX)
 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON
               BEHALF OF BIDDERS)	

CALCULATION OF FILING FEE

===================================================================
                     TRANSACTION                        AMOUNT OF
                      VALUATION                         FILING FEE
-------------------------------------------------------------------
$280,734,600*........................................   $56,147.00
-------------------------------------------------------------------	

* For purposes of calculating the amount of the filing fee only. The amount assumes the purchase of 16,513,800 shares of common stock, $.01 par value of MoneyGram Payment Systems, Inc. (the "Company") at a price per share of $17.00 in cash (the "Offer Price"). Such number of shares represents all the Shares outstanding as of April 4, 1998.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:    Not applicable  Filing Party:  Not applicable
Form or Registration No.:  Not applicable  Date Filed:    Not applicable	

This Tender Offer Statement on Schedule 14D-1 (the "Statement") relates to the offer by Pine Valley Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Viad Corp, a Delaware corporation ("Parent"), to purchase all outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of MoneyGram Payment Systems, Inc., a Delaware corporation (the "Company"), at a price per Share of $17.00, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in Purchaser's Offer to Purchase dated April 10, 1998 (the "Offer to Purchase") and in the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the "Offer"), copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is MoneyGram Payment Systems, Inc., which has its principal executive offices at 7401 West Mansfield Avenue, Lakewood, Colorado 80235.
(b) The class of equity securities being sought is all the outstanding shares of Common Stock, par value $.01 per share, of the Company. The information set forth in the Introduction and Section 1 ("Terms of the Offer") of the Offer to Purchase is incorporated herein by reference.
(c) The information concerning the principal market in which the Shares are traded and certain high and low sales prices for the Shares in such principal market set forth in Section 6 ("Price Range of Shares; Dividends") of the Offer to Purchase is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) This Statement is filed by Purchaser and Parent. The information concerning the name, state or other place of organization, principal business and address of the principal office of each of Purchaser and Parent, and the information concerning the name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment or occupation is conducted, material occupations, positions, offices or employments during the last five years and citizenship of each of the executive officers and directors of Purchaser and Parent are set forth in the Introduction, Section 8 ("Certain Information Concerning Purchaser and Parent") and Schedule I of the Offer to Purchase and are incorporated herein by reference.
(e) and (f) During the last five years, none of Purchaser or Parent, and, to the best knowledge of Purchaser and Parent, none of the persons listed in Schedule I of the Offer to Purchase has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a) The information set forth in the Introduction, Section 8 ("Certain Information Concerning Purchaser and Parent"), Section 10 ("Background of the Offer; Contacts with the Company") and Section 11 ("The Offer and Merger; Merger Agreement") is incorporated herein by reference.
(b) The information set forth in the Introduction, Section 7 ("Certain Information Concerning the Company"), Section 8 ("Certain Information Concerning Purchaser and Parent") and Section 10 ("Background of the Offer; Contacts with the Company") of the Offer to Purchase is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(c) The information set forth in Section 9 ("Sources and Amounts of Funds") of the Offer to Purchase is incorporated herein by reference.
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ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(e) The information set forth in the Introduction, Section 10 ("Background of the Offer; Contacts with the Company"), Section 11 ("The Offer and Merger; Merger Agreement") and Section 12 ("Purpose of the Offer and the Merger; Plans for the Company") of the Offer to Purchase is incorporated herein by reference.
(f) and (g) The information set forth in Section 13 ("Effect of the Offer on the Market for the Shares; Exchange Act Listing; Exchange Act Registration; Margin Regulations") of the Offer to Purchase is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in Section 8 ("Certain Information Concerning Purchaser and Parent") and Section 11 ("The Offer and Merger; Merger Agreement") of the Offer to Purchase is incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in the Introduction, Section 1 ("Terms of the Offer"), Section 8 ("Certain Information Concerning Purchaser and Parent"),
Section 10 ("Background of the Offer; Contacts with the Company"), Section 11 ("The Offer and Merger; Merger Agreement"), Section 12 ("Purpose of the Offer; Plans for the Company") and Section 18 ("Miscellaneous") of the Offer to Purchase is incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in the Introduction and Section 17 ("Fees and Expenses") of the Offer to Purchase is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The Purchaser is a newly formed corporation which has engaged in no activities other than in connection with the Offer and the proposed Merger (as defined in the Offer to Purchase). Accordingly, the financial statements of Purchaser are not material to a decision by a security holder of the Company to sell, tender or hold Shares. The information set forth in Section 8 ("Certain Information Concerning Purchaser and Parent") of the Offer to Purchase and the financial statements contained in Parent's Annual Report on Form 10-K for the year ended December 31, 1997 at Exhibit 13, which was filed with the Securities and Exchange Commission on March 26, 1998 are incorporated herein by reference. The incorporation herein by reference of the above-referenced financial information does not constitute an admission that such information is material to a decision by a stockholder of the Company whether to sell, tender or hold shares being sought in the Offer.
ITEM 10. ADDITIONAL INFORMATION.
(a) The information set forth in Introduction, Section 8 ("Certain Information Concerning Purchaser and Parent"), Section 10 ("Background of the Offer; Contacts with the Company"), Section 11 ("The Offer and Merger; Merger Agreement") and Section 12 ("Purpose of the Offer and the Merger; Plans for the Company") of the Offer to Purchase is incorporated herein by reference.
(b)-(c) and (e) The information set forth in Section 7 ("Certain Information Concerning the Company"), Section 12 ("Purpose of the Offer and the Merger; Plans for the Company") and Section 16 ("Certain Legal Matters; Regulatory Approvals") of the Offer to Purchase is incorporated herein by reference.
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(d) The information set forth in Section 13 ("Effect of the Offer on the Market for the Shares; Exchange Act Listing; Exchange Act Registration; Margin Regulations") and Section 16 ("Certain Legal Matters; Regulatory Approvals") of the Offer to Purchase is incorporated herein by reference.
(f) The information set forth in the Offer to Purchase, Letter of Transmittal and the Agreement and Plan of Merger, dated as of April 4, 1998, among Parent, Purchaser and the Company, copies of which are attached hereto as Exhibits (a)(1), (a)(2) and (c)(1), is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

(a)(1)     Offer to Purchase dated April 10, 1998.
(a)(2)     Letter of Transmittal.
(a)(3)     Notice of Guaranteed Delivery.
(a)(4)     Letter from Salomon Smith Barney to Brokers, Dealers,
           Commercial Banks, Trust Companies and Nominees.
(a)(5)     Letter to Clients for use by Brokers, Dealers, Commercial
           Banks, Trust Companies and Nominees.
(a)(6)     Guidelines for Certification of Taxpayer Identification
           Number on Substitute Form W-9.
(a)(7)     Form of Summary Advertisement as published in The New York
           Times (National Edition) on April 10, 1998.
(a)(8)     Press Release issued by Parent on April 6, 1998.
(a)(9)     Press Release issued by Parent on April 10, 1998.
(b)(1)(a)  Amended and Restated Credit Agreement, dated as of July 24,
           1996, among Parent and the Banks named therein, Citicorp
           USA, Inc. and Bank of America National Trust and Savings
           Association.
(b)(1)(b)  First Amendment dated as of August 1, 1997 to Amended and
           Restated Credit Agreement.
(b)(1)(c)  Second Amendment dated as of September 11, 1997 to Amended
           and Restated Credit Agreement.
(c)(1)     Agreement and Plan of Merger, dated as of April 4, 1998,
           among Parent, Purchaser and the Company.
(c)(2)     Confidentiality Agreement, dated February 11, 1998, between
           Parent and Company.
(d)        None.
(e)        Not applicable.
(f)        None.
(g)(1)     Complaint filed in Taam v. Calvano et. al., Court of
           Chancery of the State of Delaware in and for New Castle
           County, April 9, 1998.
(g)(2)     Complaint filed in Harbor v. Calvano et. al., Court of
           Chancery of the State of Delaware in and for New Castle
           County, April 9, 1998.	

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SIGNATURES
After due inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
PINE VALLEY ACQUISITION CORPORATION

By:   /s/ RONALD G. NELSON
      ------------------------------------------

Name:     Ronald G. Nelson
      ------------------------------------------

Title:    Vice President and Assistant Treasurer
      ------------------------------------------	

VIAD CORP

                                By:   /s/ RONALD G. NELSON
                                      ------------------------------------------

                                Name:     Ronald G. Nelson
                                      ------------------------------------------

                                Title:   Vice President -- Finance and Treasurer
                                      ------------------------------------------

April 10, 1998	

4

EXHIBIT INDEX

 EXHIBIT
   NO.
 -------
(a)(1)     Offer to Purchase dated April 10, 1998
(a)(2)     Letter of Transmittal
(a)(3)     Notice of Guaranteed Delivery
(a)(4)     Letter from Salomon Smith Barney to Brokers, Dealers,
           Commercial Banks, Trust Companies and Nominees
(a)(5)     Letter to Clients for Use by Brokers, Dealers, Commercial
           Banks, Trust Companies and Nominees
(a)(6)     Guidelines for Certification of Taxpayer Identification
           Number on Substitute Form W-9
(a)(7)     Form of Summary Advertisement as published in The New York
           Times (National Edition) on April 10, 1998
(a)(8)     Press Release issued by Parent on April 6, 1998
(a)(9)     Press Release issued by Parent on April 10, 1998
(b)(1)(a)  Amended and Restated Credit Agreement, dated as of July 24,
           1996, among Parent and the Banks named therein, Citicorp
           USA, Inc. and Bank of America National Trust and Savings
           Association
(b)(1)(b)  First Amended dated as of August 1, 1997 to Amended and
           Restated Credit Agreement
(b)(1)(c)  Second Amended dated as of September 11, 1997 to Amended and
           Restated Credit Agreement
(c)(1)     Agreement and Plan of Merger, dated as of April 4, 1998,
           among Parent, Purchaser and the Company
(c)(2)     Confidentiality Agreement, dated as of February 11, 1998
           between Parent and the Company
(g)(1)     Complaint filed in Taam v. Calvano et. al., Court of
           Chancery of the State of Delaware in and for New Castle
           County, April 9, 1998.
(g)(2)     Complaint filed in Harbor v. Calvano et. al., Court of
           Chancery of the State of Delaware in and for New Castle
           County, April 9, 1998.	

5

EXHIBIT 99(a)(1)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
MONEYGRAM PAYMENT SYSTEMS, INC.
AT
$17.00 NET PER SHARE
BY
PINE VALLEY ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY
OF
VIAD CORP
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 NOON, NEW YORK CITY TIME,
ON FRIDAY, MAY 8, 1998, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS (1) THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AT LEAST THE NUMBER OF SHARES OF MONEYGRAM PAYMENT SYSTEMS, INC. ("COMPANY") THAT SHALL CONSTITUTE A MAJORITY OF THE THEN OUTSTANDING SHARES OF THE COMPANY ON A FULLY DILUTED BASIS; (2) THE EXPIRATION OR TERMINATION OF THE APPLICABLE WAITING PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED; AND (3) CERTAIN OTHER CONDITIONS, ANY OF WHICH CONDITIONS MAY BE WAIVED BY THE PARENT. THE MINIMUM CONDITION MAY ONLY BE WAIVED BY PURCHASER WITH THE PRIOR APPROVAL OF THE COMPANY. SEE SECTION 15 WHICH SETS FORTH IN FULL THE CONDITIONS OF THE OFFER.

THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT EACH OF THE OFFER AND THE MERGER IS FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY'S STOCKHOLDERS, AND RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
IMPORTANT
Any stockholder desiring to tender all or any portion of his or her shares of Common Stock, par value $.01 per share, of the Company ("Shares") should either (1) complete and sign the Letter of Transmittal (or a facsimile thereof) in accordance with the instructions in the Letter of Transmittal and mail or deliver it together with the certificate(s) evidencing tendered Shares, and any other required documents, to the Depositary (as defined herein) or tender such Shares pursuant to the procedure for book-entry transfer set forth in Section 3, or (2) request such stockholder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for the stockholder. Any stockholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if he or she desires to tender such Shares.
A stockholder who desires to tender Shares and whose certificates evidencing such Shares are not immediately available, or who cannot comply with the procedure for book-entry transfer on a timely basis, may tender such Shares by following the procedure for guaranteed delivery set forth in Section 3.
Questions or requests for assistance may be directed to the Information Agent or to the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may also be obtained from the Information Agent or from brokers, dealers, commercial banks or trust companies.

The Dealer Manager for the Offer is:
SALOMON SMITH BARNEY
April 10, 1998

TABLE OF CONTENTS

                                                              PAGE
                                                              ----
INTRODUCTION................................................    1
1.  TERMS OF THE OFFER......................................    3
2.  ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES...........    4
3.  PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING
    SHARES..................................................    6
4.  WITHDRAWAL RIGHTS.......................................    8
5.  CERTAIN FEDERAL INCOME TAX CONSIDERATIONS...............    9
6.  PRICE RANGE OF SHARES; DIVIDENDS........................   10
7.  CERTAIN INFORMATION CONCERNING THE COMPANY..............   11
8.  CERTAIN INFORMATION CONCERNING PURCHASER AND PARENT.....   15
9.  SOURCES AND AMOUNTS OF FUNDS............................   19
10. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY......   20
11. THE OFFER AND MERGER; MERGER AGREEMENT..................   23
12. PURPOSE OF THE OFFER AND THE MERGER; PLANS FOR THE
    COMPANY.................................................   32
13. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES;
    EXCHANGE ACT LISTING; EXCHANGE ACT REGISTRATION; MARGIN
    REGULATIONS.............................................   34
14. DIVIDENDS AND DISTRIBUTIONS.............................   35
15. CERTAIN CONDITIONS TO THE OFFER.........................   35
16. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.............   36
17. FEES AND EXPENSES.......................................   39
18. MISCELLANEOUS...........................................   39
Schedule I -- Directors and Executive Officers of Parent and
  Purchaser.................................................  I-1	

i

To the Holders of Common Stock of MoneyGram Payment Systems, Inc.:
INTRODUCTION
Pine Valley Acquisition Corporation ("Purchaser"), a Delaware corporation and a wholly owned subsidiary of Viad Corp, a Delaware corporation ("Parent"), hereby offers to purchase all outstanding shares of common stock, par value $.01 per share (the "Company Common Stock" or the "Shares"), of MoneyGram Payment Systems, Inc., a Delaware corporation ("Company"), at a purchase price of $17.00 per Share, net to the seller in cash, without interest thereon (the "Offer Price"), upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the "Offer").
Tendering stockholders will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Purchaser will pay all charges and expenses of Salomon Brothers Inc and Smith Barney Inc., collectively doing business as Salomon Smith Barney ("Salomon"), which is acting as the Dealer Manager (in such capacity, the "Dealer Manager"), Norwest Bank Minnesota, N.A. (the "Depositary"), and MacKenzie Partners, Inc. (the "Information Agent"), incurred in connection with the Offer in accordance with the terms of agreements entered into between Purchaser and such persons. See Section 17. For purposes of this Offer to Purchase, references to "Section" are references to a section of this Offer to Purchase, unless the context otherwise requires.
THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD" OR "BOARD OF DIRECTORS") HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE OFFER AND THE MERGER (AS THESE TERMS ARE DEFINED HEREIN) AND HAS DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE STOCKHOLDERS OF THE COMPANY. THE BOARD UNANIMOUSLY RECOMMENDED ACCEPTANCE OF THE OFFER AND APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE MERGER BY THE STOCKHOLDERS OF THE COMPANY.
Morgan Stanley & Co., Inc. (the "Company's Financial Advisor"), financial advisor to the Company, has delivered to the Board a written opinion dated April 4, 1998 to the effect that, as of such date and based upon and subject to certain matters stated in such opinion, the cash consideration to be received by the holders of Shares in the Offer and the Merger is fair to such holders from a financial point of view. A copy of such opinion is included with the Company's Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"), which is being mailed to stockholders concurrently herewith, and should be read carefully in its entirety for a description of the assumptions made, matters considered and limitations on the review undertaken by the Company's Financial Advisor.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AT LEAST THE NUMBER OF SHARES THAT CONSTITUTE A MAJORITY OF THE THEN OUTSTANDING SHARES OF THE COMPANY ON A FULLY DILUTED BASIS (THE "MINIMUM CONDITION"); (2) THE EXPIRATION OR TERMINATION OF THE APPLICABLE WAITING PERIOD UNDER THE HART- SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED (THE "HSR ACT"); AND
(3) CERTAIN OTHER CONDITIONS, ANY OF WHICH CONDITIONS MAY BE WAIVED BY PARENT. THE MINIMUM CONDITION MAY ONLY BE WAIVED BY PURCHASER WITH THE PRIOR APPROVAL OF THE COMPANY. SEE SECTION 15 WHICH SETS FORTH IN FULL THE CONDITIONS TO THE OFFER.
The Offer will expire at 12:00 Noon, New York City time, on Friday, May 8, 1998, unless extended.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of April 4, 1998 (the "Merger Agreement"), by and among Parent, Purchaser and the Company. The Merger Agreement provides, among other things, that as promptly as practicable following the completion of the Offer and the satisfaction or waiver of certain conditions, including the purchase of Shares pursuant to the Offer (sometimes referred to
1

herein as the "consummation" of the Offer) and the approval and adoption of the Merger Agreement by the stockholders of the Company, if required by applicable law, Purchaser will be merged with and into the Company (the "Merger"), with the Company as the surviving corporation (the "Surviving Corporation"). In the Merger, each issued and outstanding Share (other than Dissenting Shares (as hereinafter defined)) will be converted into and represent the right to receive $17.00 in cash or any higher price that may be paid per Share in the Offer, without interest (the "Merger Price"). See Section 11.
The Merger Agreement provides that, promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, in addition to its rights under applicable law and the Company's Certificate of Incorporation and By-laws, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of the Company and the board of each of its subsidiaries as shall give Purchaser representation on the Board of the Company and the board of each of its subsidiaries equal to the product of the total number of directors on the Board of the Company and the board of each of its subsidiaries (giving effect to directors so elected) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliates of Purchaser following such purchase bears to the total number of Shares then outstanding. In the Merger Agreement, the Company has agreed to promptly take all actions necessary to cause Purchaser's designees to be elected as directors of the Company and each of its subsidiaries, including increasing the size of such boards or securing the resignations of incumbent directors or both. The Company has also agreed, at such time, to use all reasonable efforts to cause persons designated by Purchaser to constitute the same percentage of each committee of the Board as persons designated by Purchaser shall constitute of the Board of each committee of the Board to the extent permitted by applicable law.
The consummation of the Merger is subject to the satisfaction or waiver of certain conditions, including the approval and adoption of the Merger Agreement by the requisite vote of the stockholders of the Company. See Section 11. Under the Company's Certificate of Incorporation and the General Corporation Law of the State of Delaware ("Delaware Law"), the affirmative vote of the holders of a majority of the outstanding Shares is required to approve and adopt the Merger Agreement and the Merger. Consequently, if Purchaser acquires (pursuant to the Offer, the Merger Agreement or otherwise) at least a majority of the outstanding Shares, Purchaser will have sufficient voting power to approve and adopt the Merger Agreement and the Merger without the vote of any other stockholder.
Under Delaware Law, if Purchaser acquires, pursuant to the Offer, the Merger Agreement or otherwise, at least 90% of the then outstanding Shares, Purchaser will be able to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, without a vote of the Company's stockholders. In such event, Parent, Purchaser and the Company have agreed to take, at the request of Purchaser, all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders. If, however, Purchaser does not acquire at least 90% of the then outstanding Shares pursuant to the Offer, the Merger Agreement or otherwise, a significantly longer period of time will be required to effect the Merger. See Section 11. The Merger Agreement provides that, following the consummation of the Offer but prior to the time when the Merger shall become effective ("Effective Time"), (i) the Company will, if requested by the Purchaser, issue Shares to the Purchaser representing a maximum of 19.9% of the Shares outstanding immediately prior to such issuance and (ii) the Company will terminate the Credit Agreement between the Company and The Northern Trust Company.
Pursuant to the Merger Agreement, the Company advised Purchaser that as of April 4, 1998, 16,513,800 Shares were issued and outstanding, and 1,180,266 Shares were issuable pursuant to employee stock options outstanding under the Company's Plans. As of April 4, 1998, options for 270,905 Shares were exercisable. However, on April 7, 1997, certain stockholders of the Company unaffiliated with Parent reported an increase in their beneficial ownership of Shares to approximately 31.03% of the total outstanding Shares of the Company. On January 12, 1997, those same shareholders had reported beneficial ownership of 14.20% of the total outstanding Shares of the Company. Under the Company's Plans (as defined in Section 7), the acquisition by a person of 25% or more of the outstanding Shares constitutes a Change in Control (as defined under the Plans). Upon a Change in Control, the Company is obligated to immediately cancel all outstanding
2

options and, within ten days of the Change of Control, remit a cash payment of an amount based on the price of a Share (as calculated pursuant to the Plans) in lieu of such options to the option holder. See Section 7.
THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
1. TERMS OF THE OFFER
Upon the terms and subject to the conditions of the Offer (including if the Offer is extended or amended, the terms and conditions of such extension or amendment), Purchaser will accept for payment and will pay for all Shares which are validly tendered prior to the Expiration Date (as hereinafter defined) and not withdrawn in accordance with the provisions set forth in Section 4 herein, as soon as practicable after such Expiration Date. The term "Expiration Date" means 12:00 Noon, New York City time, on Friday, May 8, 1998, unless and until Purchaser, in its sole discretion (but subject to the terms of the Merger Agreement), shall have extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall refer to the latest time and date at which the Offer, as so extended by Purchaser, shall expire.
Purchaser expressly reserves the right, in its sole discretion (but subject to the terms and conditions of the Merger Agreement), at any time and from time to time, to extend for any reason the period of time during which the Offer is open, including the occurrence of any of the conditions specified in Section 15, by giving oral or written notice of such extension to the Depositary. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the rights of a tendering stockholder to withdraw his or her Shares. See Section 4. Under no circumstance will interest be paid on the purchase price for tendered Shares, whether or not the Offer is extended.
Subject to the applicable regulations of the Securities and Exchange Commission (the "Commission"), Purchaser also expressly reserves the right, in its sole discretion (but subject to the terms and conditions of the Merger Agreement), at any time and from time to time, (i) to delay acceptance for payment of, or regardless of whether such Shares were theretofore accepted for payment, payment for, any Shares pending receipt of regulatory approval specified in Section 16, (ii) to terminate the Offer and not accept for payment any Shares upon the occurrence of any of the conditions specified in Section 15 and (iii) to waive any condition or otherwise amend the Offer in any respect, by giving oral or written notice of such delay, termination, waiver or amendment to the Depositary and by making a public announcement thereof.
The Merger Agreement provides that Purchaser will not (i) waive the Minimum Condition without the consent of the Company, (ii) decrease the price per Share payable in the Offer, (iii) reduce the maximum number of Shares to be purchased in the Offer, or (iv) impose conditions to the Offer in addition to those set forth in the Merger Agreement, as described in Section 15.
Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer beyond the scheduled Expiration Date if, at the scheduled Expiration Date, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall not be satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Commission or the staff thereof applicable to the Offer, or (iii) extend the Offer for any aggregate period of not more than 10 business days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii), if as of such date, all of the conditions to Purchaser's obligations to accept for payment, and to pay for, the Shares are satisfied or waived, but the number of Shares validly tendered and not withdrawn pursuant to the Offer equals 75% or more, but less than 90%, of the outstanding Shares on a fully diluted basis; provided, however, that if, on the initial Expiration Date, (A) the sole condition remaining unsatisfied is either (x) the failure of the waiting period under the HSR Act to have expired or been terminated, or (y) the failure to obtain any authorizations, consents or approvals required to consummate the Offer ("Pre-Offer Approvals"), Purchaser shall extend the Offer from time to time until five business days after the later of the expiration or termination of the waiting period under the HSR Act or the receipt of all Pre-Offer Approvals (see Section 16 for a description of regulatory approval requirements) or (B) if the sole condition remaining unsatisfied on
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the initial Expiration Date is the condition that the Company shall have not failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of the Company to be performed or complied with by it under the Merger Agreement. Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured (provided that Purchaser shall not be required to extend the Offer under (A) or (B) above beyond 45 calendar days after such initial scheduled Expiration Date).
Any such extension, delay, amendment, waiver, or termination will be followed as promptly as practicable by public announcement thereof, such announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Subject to applicable law (including Rules 14d-4(c), 14d-6(d) and 14e-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and without limiting the manner in which Purchaser may choose to make any public announcement, Purchaser shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release to the Dow Jones News Service.
If Purchaser extends the Offer, or if Purchaser (whether before or after its acceptance for payment of Shares) is delayed in its purchase of or payment for Shares or is unable to pay for Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer, the Depositary may retain tendered Shares on behalf of Purchaser, and such Shares may not be withdrawn except to the extent tendering stockholders are entitled to withdrawal rights as described in Section 4. However, the ability of Purchaser to delay the payment for Shares which Purchaser has accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires that a bidder pay the consideration offered or return the securities deposited by or on behalf of holders of securities promptly after the termination or withdrawal of the Offer.
If Purchaser makes a material change in the terms of the Offer or the information concerning the Offer or waives a material condition of the Offer (including the Minimum Condition), subject to the Merger Agreement, Purchaser will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(c) and 14d-6(d) under the Exchange Act. The minimum period during which the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information. With respect to a change in price or a change in percentage of securities sought, a minimum ten business day period is required to allow for adequate dissemination to stockholders and investor response. Subject to the terms of the Merger Agreement, if, prior to the Expiration Date, Purchaser should decide to decrease or increase the price per Share being offered in the Offer, such decrease or increase will be applicable to all stockholders whose Shares are accepted for payment pursuant to the Offer. As used in this Offer to Purchase, "business day" means any day, other than a Saturday, Sunday or a federal holiday, and consists of the time period from 12:01 AM through 12:00 midnight, New York City time, as computed in accordance with Rule 14d-1 under the Exchange Act.
The Company has provided Purchaser with the Company's stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares.
2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES
Upon the terms and subject to the terms of the Merger Agreement and the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment, and will pay for, all Shares validly tendered and not properly withdrawn prior to the Expiration Date as soon as practicable after (i) the Expiration Date, (ii) the expiration or termination of any applicable waiting periods under the HSR Act, and (iii) the satisfaction or waiver of the conditions of the Offer set forth in Section 15. Subject to applicable rules of the Commission, Purchaser
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expressly reserves the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory approvals specified in Section 16 or in order to comply in whole or in part with any other applicable law.
In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates evidencing such Shares (the "Stock Certificates") or timely confirmation of a book-entry transfer (a "Book-Entry Confirmation") of such Shares into the Depositary's account at the Book-Entry Transfer Facility (as defined herein, see
Section 3), (ii) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or, in the case of a book-entry transfer, an Agent's Message (as defined herein, see Section 3) and (iii) any other required documents. For a description of the procedure for tendering Shares pursuant to the Offer, see Section 3. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occur at different times.
On April 10, 1998, Parent filed with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") a Premerger Notification and Report Form under the HSR Act with respect to the Offer and the Merger Agreement. Accordingly, it is anticipated that the waiting period under the HSR Act applicable to the Offer will expire at 11:59 P.M., New York City time, on Saturday, April 25, 1998. Prior to the expiration or termination of such waiting period, the FTC or the Antitrust Division may extend such waiting period by requesting additional information from the parties with respect to the Offer. If such a request is made with respect to the purchase of Shares in the Offer, the waiting period will expire at 11:59 p.m., New York City time, on the tenth calendar day after substantial compliance by Parent with such a request. Thereafter, the waiting period may only be extended by court order. Alternatively, if the FTC or Antitrust Division believes that the transaction is likely to have anticompetitive effects, the reviewing agency may seek an injunction to prevent consummation of the transaction. The waiting period under the HSR Act may be terminated by the FTC and the Antitrust Division prior to its expiration. Parent has requested early termination of the waiting period, although there can be no assurance that this request will be granted. See Section 16 for additional information regarding the HSR Act.
For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn if, as and when Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such Shares. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from Purchaser and transmitting such payments to tendering stockholders whose Shares have been accepted for payment. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID BY PURCHASER ON THE CONSIDERATION PAID FOR SHARES PURSUANT TO THE OFFER, REGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT.
If, prior to the Expiration Date, the Purchaser increases the consideration to be paid per Share pursuant to the Offer, Purchaser will pay such increased consideration for all such Shares purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration.
Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer or prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment.
If any tendered Shares are not accepted for payment for any reason pursuant to the Offer, or if Certificates evidencing Shares ("Stock Certificates") are submitted for more Shares than are tendered, Stock Certificates evidencing Shares not purchased or tendered will be returned (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to an account maintained at the Book-Entry Transfer Facility (as defined in Section 3)), without expense to the tendering stockholder, as promptly as practicable after the expiration or termination of the Offer.
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3. PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES
Valid Tender. To validly tender Shares pursuant to the Offer, either (a) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees or an Agent's Message (in the case of any book-entry transfer), and any other documents required by the Letter of Transmittal must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, and either (i) the Stock Certificates evidencing such Shares to be tendered must be received by the Depositary at such address along with the Letter of Transmittal or (ii) such Shares must be delivered to the Depositary pursuant to the procedures for book-entry transfer described below and a Book-Entry Confirmation (as defined below) must be received by the Depositary, including an Agent's Message, in each case prior to the Expiration Date, or (b) the tendering stockholder must comply with the guaranteed delivery procedures described below. The term "Agent's Message" means a message transmitted by the Book-Entry Transfer Facility (defined below) to and received by the Depositary and forming a part of a Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such
participant.
Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Offer within two business days after the date of this Offer to Purchase, and any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account at the Book-Entry Transfer Facility in accordance with the procedures of the Book-Entry Transfer Facility. However, although delivery of Shares may be effected through book-entry transfer, the Letter of Transmittal (or facsimile thereof) properly completed and duly executed, together with any required signature guarantees, or an Agent's Message, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the guaranteed delivery procedures described below must be complied with. DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
Signature Guarantees. Signatures on all Letters of Transmittal must be guaranteed by a firm which is a member of the Medallion Signature Guarantee Program or by any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing, an "Eligible Institution"), except in cases where (a) the Letter of Transmittal is signed by the registered holder of the Shares tendered therewith and such holder has not completed the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the Letter of Transmittal, or (b) such Shares are tendered for the account of an Eligible Institution. If a Stock Certificate is registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made, or a Stock Certificate not accepted for payment or not tendered is to be returned, to a person other than the registered holder(s), then the Stock Certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Stock Certificate, with the signature(s) on such Stock Certificate or stock powers guaranteed as described above. See Instructions 1 and 5 of the Letter of Transmittal.
Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and such stockholder's Stock Certificates evidencing such Shares are not immediately available or time will not permit all required documents to reach the Depositary on or prior to the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, such Shares may nevertheless be tendered if all the following conditions are satisfied:
(i) the tender is made by or through an Eligible Institution;
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(ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by Purchaser, is received by the Depositary prior to the Expiration Date as provided below; and
(iii) the Stock Certificates for such Shares, in proper form for transfer (or a Book-Entry Confirmation), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees (or in the case of a book-entry transfer, an Agent's Message), and any other documents required by the Letter of Transmittal, are received by the Depositary within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery. A "New York Stock Exchange trading day" is any day on which the New York Stock Exchange (the "NYSE") is open for business.
The Notice of Guaranteed Delivery may be delivered by hand, transmitted by facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.
In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after a timely receipt by the Depositary of the Stock Certificates evidencing such Shares, or a Book-Entry Confirmation of the delivery of such Shares, and the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, or, in the case of book-entry transfer, an Agent's Message, with any required signature guarantees, and any other documents required by the Letter of Transmittal.
THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND-DELIVERY SERVICE, PROPERLY INSURED. IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT SUCH CERTIFICATES AND DOCUMENTS BE SENT BY REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO INSURE TIMELY DELIVERY.
Backup Federal Income Tax Withholding. Under the federal income tax laws, the Depositary will be required to withhold 31% of the amount of any cash payments made to certain stockholders pursuant to the Offer. In order to avoid such backup withholding, each tendering stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to backup federal income tax withholding by completing and filing the Substitute Form W-9 included in the Letter of Transmittal (see Instruction 10 of the Letter of Transmittal) or a Form W-9 with the Depositary prior to the time any payments are made pursuant to the Offer. Certain stockholders (including, among others, corporations and certain foreign persons) are not subject to backup withholding provided they establish their status when required to do so. If the stockholder is a nonresident alien or foreign entity not subject to backup withholding, the stockholder must give the Depositary a completed Form W-8, "Certificate of Foreign Status", prior to the time any such payments are made.
Other Requirements. By executing a Letter of Transmittal as set forth above (including through delivery of an Agent's Message), a tendering stockholder irrevocably appoints designees of Purchaser as the stockholder's attorneys-in-fact and proxies, in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of the stockholder's rights with respect to the Shares tendered by the stockholder and accepted for payment by Purchaser (and any and all other Shares or other securities or property issued or issuable in respect of such Shares on or after the date of the Merger Agreement). All such proxies and powers of attorney shall be irrevocable and coupled with an interest in the tendered Shares. Such appointment is effective only upon acceptance for payment of the Shares by Purchaser. Upon such acceptance for payment, all prior proxies and consents given by the stockholder with respect to such Shares (and such other Shares and other securities) will, without further action, be revoked, and no subsequent proxies may be given nor any subsequent written consent executed by such stockholder (and, if given or executed, will not be deemed to be effective) with respect thereto. The designees of Purchaser will, with respect to the Shares and
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other securities for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders, or any adjournment or postponement thereof, by written consent or otherwise. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser's acceptance for payment of such Shares, Purchaser is able to exercise full voting and other rights with respect to such Shares (including voting at any meeting of stockholders then scheduled or acting by written consent without a meeting).
A tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder's acceptance of the terms and conditions of the Offer, as well as the tendering stockholder's representation and warranty that such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. Purchaser's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and Purchaser upon the terms and subject to the conditions of the Offer.
Determination of Validity. All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tendered Shares will be determined by Purchaser in its sole discretion, which determination shall be final and binding on all parties. Purchaser reserves the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form or the acceptance for payment of, or payment for which may, in the opinion of Purchaser's counsel, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in any tender of Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived. None of Purchaser, Parent, the Depositary, the Dealer Manager, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification. Purchaser's interpretation of the terms and conditions of the Offer in this regard (including the Letter of Transmittal and the Instructions thereto) will be final and binding.
4. WITHDRAWAL RIGHTS
Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn at any time after Monday, June 8, 1998 if they have not previously been accepted for payment as provided in this Offer to Purchase. If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer, the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein. Any such delay will be an extension of the Offer to the extent required by law.
For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn, contain a statement that such stockholder is withdrawing all or a portion of its tender and the name of the registered holder, if different from that of the person who tendered such Shares. If Stock Certificates evidencing Shares to be withdrawn, have been delivered to the Depositary or otherwise identified to the Depositary, a signed notice of withdrawal with signatures guaranteed by an Eligible Institution (except in the case of Shares tendered by an Eligible Institution), must be submitted prior to the release of such Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of Stock Certificates, the name of the registered holder (if different from that of the tendering stockholder) and the serial numbers shown on the particular Stock Certificates evidencing the Shares to be withdrawn, or, in the case of Shares tendered by book-entry transfer as set forth in Section 3, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares.
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Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by again following one of the procedures described in Section 3 at any time prior to the Expiration Date.
All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, whose determination will be final and binding. None of Purchaser, Parent, the Depositary, the Dealer Manager, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.
5. CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following summary addresses the material federal income tax consequences to holders of Shares who sell their Shares in the Offer or the Merger. The summary does not address all aspects of federal income taxation that may be relevant to a particular holder of Shares and thus, for example, may not be applicable to holders of Shares who are not citizens or residents of the United States, who acquired their Shares pursuant to the exercise of compensatory stock options, or who are entities that are otherwise subject to special tax treatment under the Internal Revenue Code of 1986, as amended (the "Code") (such as insurance companies, tax-exempt entities and regulated investment companies); nor does this summary address the effect of any applicable state, local, foreign, or other tax laws. The discussion assumes that each holder of Shares holds such Shares as capital assets within the meaning of
Section 1221 of the Code. The federal income tax discussion set forth below is included for general information only and is based upon present law. The precise tax consequences of the Offer or the Merger will depend on the particular circumstances of the holder. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES TO THEM OF THE PROPOSED TRANSACTION.
The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign tax laws. In general, a holder who receives cash for Shares pursuant to the Offer or the Merger will recognize gain or loss for federal income tax purposes equal to the difference between the amount of cash received in exchange for the Shares and the holder's adjusted tax basis in such Shares. In the case of a holder that is a corporation, such gain or loss will be taxed at a maximum federal tax rate of 35%. In the case of a holder who is an individual, such gain or loss will be capital gain or loss, and may be taxed at the maximum federal tax rate of 39.6% (if the Shares were held by the holder for one year or less), 28% (if the Shares were held by the holder for more than one year but not more than 18 months), or 20% (if the Shares were held by the holder for more than 18 months). The gain or loss of an individual holder who is otherwise in the 15% federal tax bracket will be taxed at the tax rate of 15% (if the Shares were held by the holder for 18 months or less) or 10% (if the Shares were held by the holder for more than 18 months). Legislation has been proposed in both the United States Senate and the United States House of Representatives that would eliminate the 18-month holding period and provide that the gain from the sale of capital assets held for more than one year would in some cases be taxed at maximum rates different from those set forth above, effective for taxable years beginning after December 31, 1997. It is not possible to predict whether or in what form any such legislation may be enacted, or the effective date of such legislation if enacted.
Amounts received in exchange for a holder's Shares pursuant to the Offer or the Merger will not generally be subject to federal income tax withholding. Withholding at the rate of 31% ("backup withholding"), however, will be required if a holder fails to comply with certain reporting and certification requirements. In order to prevent such backup withholding, each holder tendering Shares pursuant to the Offer must provide the Depositary with such holder's correct taxpayer identification number and certify that such holder is not subject to backup withholding by completing and filing the Substitute Form W-9 included in the Letter of Transmittal (see Instruction 10 of the Letter of Transmittal) or a Form W-9 with the Depositary prior to the time any payments are made pursuant to the Offer. Certain stockholders (including, among others, corporations and certain foreign persons) are not subject to backup withholding provided they
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establish their status when required to do so. If the holder is a nonresident alien or foreign entity not subject to backup withholding, the holder must give the Depositary a completed Form W-8, "Certificate of Foreign Status", prior to the time any such payments are made.
A holder who does not sell Shares in the Offer or the Merger and who exercises his or her dissenter's rights with respect to such Shares will recognize capital gain or loss (and may recognize an amount of interest income) attributable to any payment received pursuant to the exercise of such rights based upon the principles described above. See Section 16.
THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO BE A SUBSTITUTE FOR CAREFUL TAX PLANNING. MOREOVER, THE DISCUSSION IS BASED UPON PRESENT LAW AND IT IS IMPOSSIBLE TO PREDICT THE EFFECT, IF ANY, THAT FUTURE LEGISLATION COULD HAVE ON THE TAX CONSEQUENCES OF THE PROPOSED TRANSACTION. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE OFFER AND THE MERGER TO THEM, INCLUDING THE APPLICATION AND EFFECT OF THE ALTERNATIVE MINIMUM TAX, AND STATE, LOCAL AND FOREIGN TAX LAWS.
6. PRICE RANGE OF SHARES; DIVIDENDS
The Shares are listed on the NYSE under the symbol "MNE". The following table sets forth, for the indicated calendar periods, the reported high and low prices of the Shares on the NYSE Composite Table. The Shares have been listed on the NYSE since December 11, 1996.

                                                            HIGH        LOW
                                                           -------    -------
1996:
  First Quarter..........................................  N/A        N/A
  Second Quarter.........................................  N/A        N/A
  Third Quarter..........................................  N/A        N/A
  Fourth Quarter(December 11 through December 31)........  $14.50     $13.25

1997:
  First Quarter..........................................  $14.50     $ 6.875
  Second Quarter.........................................  $15.75     $ 8.375
  Third Quarter..........................................  $18.625    $14.50
  Fourth Quarter.........................................  $17.875    $ 8.50

1998:
  First Quarter (through March 31, 1998).................  $15.125    $10.375
  Second Quarter (through April 9, 1998).................  $17.75     $15.25	

No dividends have been paid on the Shares in the past. Additionally, the Merger Agreement prohibits the Company from declaring or paying any dividends until the effectiveness of the Merger.
On February 23, 1998, the day that Parent submitted an initial indication of interest to the Company, the last reported sales price on the NYSE was $12.5625. On March 6, 1998, approximately one month prior to the public announcement of the execution of the Merger Agreement, the last reported sales price on the NYSE was $12.6250. On April 3, 1998, the last full trading day prior to the announcement of the terms of the Merger Agreement, the last reported sales price per Share on the NYSE was $15.5625. On April 9, 1998, the last full trading day prior to the commencement of the Offer, the last reported sales price per Share on the NYSE was $17.3125.
STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES.
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7. CERTAIN INFORMATION CONCERNING THE COMPANY
Except as otherwise set forth herein, the information concerning the Company contained in this Offer to Purchase has been taken from or is based upon publicly available documents on file with the Commission, other publicly available information and information provided by the Company. Although neither Purchaser nor Parent has any knowledge that would indicate that such information is untrue, neither Purchaser nor Parent takes any responsibility for, or makes any representation with respect to, the accuracy or completeness of such information or for any failure by the Company to disclose events that may have occurred that may affect the significance or accuracy of any such information but which are unknown to Purchaser or Parent.
General. The Company is a Delaware corporation with its principal executive office located at 7401 West Mansfield Avenue, Lakewood, Colorado 80235. The Company is a leading non-bank provider of consumer money wire transfer services, with a strong, well-recognized brand-name. It offers customers the ability to transfer funds quickly, reliably and conveniently through its approximately 22,000 agent locations in 105 countries worldwide. The Company targets its services to individuals without traditional banking relationships, expatriates who send money to their country of origin, traditional bank customers in need of emergency money transfer services, tourists without local bank accounts and businesses that need rapid and economical money transfer services. The Company also provides an express bill payment service through many of its agent locations in the United States, and recently began to offer money orders through a wholly owned subsidiary. The number of agent locations has grown from approximately 18,500 in 1996 to approximately 22,000 in March 1998. In each of 1996 and 1997, the Company processed approximately 5.8 million transactions, and transferred $1.55 billion and $1.57 billion principal amount of funds, respectively.
Available Information. The Company is subject to the informational requirements of the Exchange Act, and in accordance therewith, is required to file reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. Information, as of particular dates, concerning the Company's directors and officers, their remuneration, stock options granted to them, the principal holders of the Company's securities and any material interest of such persons in transactions with the Company is required to be described in periodic proxy statements distributed to the Company's stockholders and filed with the Commission. Such reports, proxy statements, and other information, including (i) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (the "Company 10-K") and (ii) the Company's Current Reports, on Form 8-K dated December 24, 1997 (filed January 1, 1998) and January 8, 1998 (filed January 21, 1998 and amended on March 9, 1998), should be available for inspection and copying at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and should also be available for inspection at the Commission's regional offices located at Seven World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may also be obtained by mail, upon payment of the Commission's customary fees, by writing to its principal office at 450 Fifth Street, N.W., Washington D.C. 20549. The information should also be available for inspection at the offices of the NYSE, 20 Broad Street, New York, New York 10005. The Commission also maintains an Internet site on the worldwide web at http://www.sec.gov that contains reports and other information.
A copy of this Offer to Purchase, and certain of the agreements referred to herein, are attached to Purchaser's Tender Offer Statement on Schedule 14D-1, dated April 10, 1998 (the "Schedule 14D-1"), which has been filed with the Commission. The Schedule 14D-1 and the exhibits thereto, along with such other documents as may be filed by Purchaser with the Commission, may be examined and copied from the offices of the Commission in the manner set forth above.
Certain Financial Information for the Company. The following table sets forth selected financial data for the Company for 1997 and prior years, presented on a carve-out basis for the transition of the business from an operating subsidiary of Integrated Payment Systems, Inc. ("IPS") to a stand alone public company and are derived from historical financial data of IPS excerpted or derived from the audited financial statements contained in the Company 10-K. The financial data includes allocations of operating and general and administrative expenses to the Company from IPS. Such allocations do not necessarily reflect the
11

expenses that were or will be incurred by the Company operating as a stand-alone entity. Management of the Company stated in the Company 10-K that it believed that costs had been determined and allocated on a reasonable basis and all costs attributable to conducting the business of the Company had been included in the Company's financial statements. In the opinion of the Company's management, such expenses were not materially affected by the Company operating as a stand-alone entity. The selected financial data below should be read in conjunction with "Management's Discussion and Analysis" and the financial statements appearing in the Company 10-K. The financial and operating information for the years ended December 31, 1993, and 1994 are derived from unaudited financial statements. More comprehensive financial information is included in such reports and other documents filed by the Company with the Commission, and the following summary is qualified in its entirety by reference to such documents (which may be inspected and obtained as described above), including the financial statements and related notes contained therein. Neither Parent nor Purchaser assumes any responsibility for the accuracy of the financial information set forth below.
MONEYGRAM PAYMENT SYSTEMS, INC.
SELECTED FINANCIAL AND OTHER DATA
 (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                       YEAR ENDED DECEMBER 31,
                                        ------------------------------------------------------
                                          1997        1996        1995       1994       1993
                                        --------    --------    --------    -------    -------
                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)
Statement of Operating Data:
  Revenues:
     Fee and other....................  $113,637    $108,578    $ 94,242    $71,015    $48,815
     Foreign exchange.................    27,274      29,141      42,826     20,373      3,070
                                        --------    --------    --------    -------    -------
          Total revenues..............   140,911     137,719     137,068     91,388     51,885
  Expenses:
     Agent commissions and
       amortization of agent contract
       acquisition costs..............    52,851      44,255      34,801(1)  28,742     22,112
     Processing costs.................    26,702      23,930      24,542     15,334     12,361
     Advertising and promotion........    28,091      29,113      33,822     19,523     13,708
     Selling, service and general and
       administrative.................    25,457      16,745(2)   14,247(2)   8,378      6,900
                                        --------    --------    --------    -------    -------
          Total expenses..............   133,101     114,043     107,412     71,977     55,081
Income (loss) before income taxes.....     7,810      23,676      29,656     19,411     (3,196)
Net income (loss).....................  $ 11,680    $ 14,631    $ 18,294    $12,176    $(2,077)
Basic net income (loss) per common
  share(3)............................  $    .70    $    .88    $   1.10    $   .73    $  (.12)
Diluted net income (loss) per common
  share...............................  $    .70    $    .88    $   1.10    $   .73    $  (.12)	

(1) Net of a $2.5 million commission rebate from Banamex received by the Company during the first quarter of 1995.
(2) Includes costs and expenses related to obtaining consents from Company agents to permit the assignment of their agent contracts to the Company of $375,000 in the fourth quarter of 1995 and $500,000 in 1996.
(3) Gives effect to the Company's issuance to IPS of 16,624,900 common shares prior to the initial public offering completed on December 11, 1996.
12

                                                         YEAR ENDED DECEMBER 31,
                                           ---------------------------------------------------
                                            1997       1996       1995       1994       1993
                                           -------    -------    -------    -------    -------
                                                             (IN THOUSANDS)
Balance Sheet Data (at end of period):
  Assets restricted to settlement of
     Company transactions................  $14,040    $11,287    $26,010    $20,927    $12,827
  Fixed assets at cost, net of
     depreciation........................   10,540      9,127      6,000      3,084      1,275
  Cost of acquiring agent contracts, net
     of amortization.....................   15,943     18,175      7,979      3,401      1,956
  Total assets...........................  136,718    113,729     41,618     28,583     16,502
  Total liabilities......................   35,556     24,299     40,449     35,411     17,358
  Stockholders' equity (deficit).........  101,162     89,430      1,169     (6,828)      (856)
Operating Data:
  Number of Company agent locations (at
     end of period)......................     22.0       18.5       17.2       16.0       14.1
  Number of transactions.................    5,867      5,781      5,393      3,285      2,040	

Projected and First Quarter 1998 Financial Information. In connection with Parent's review of the Company and in the course of the negotiations described in Section 10, the Company and its representatives provided Parent with certain business and financial information which Parent and Purchaser believe is not publicly available. This information included projections (the "Projections") for the fiscal years ended December 31, 1998, 1999 and 2000, for revenues of $164,780,000, $199,439,421 and $248,878,784, respectively, and for net income for such periods of $13,663,000, $22,545,508 and $35,514,291, respectively. The Projections also included forecasts for the four quarters ending March 31, June 30, September 30 and December 31, 1998 for revenues of $34,018,000, $40,073,000, $44,158,000, and $46,531,000, respectively and for net income of $1,173,000, $2,995,000, $4,403,000 and $5,092,000, respectively.
The information provided to Parent also included preliminary unaudited information for the individual months ended January and February 1998 of revenues of $10,867,000 and $11,070,000, respectively, and net income of $303,000 and $368,000, respectively.
Parent expressed concern regarding the ability of the Company to achieve the Projections, which generally were substantially higher than published consensus analyst estimates for the Company, and informed the Company that it disagreed with a number of its assumptions and did not believe that such Projections could be achieved. Based on the historical performance of the Company and the results of the Parent's due diligence (including its analysis of the Company's preliminary unaudited results of operations for January and February of 1998), Parent did not rely to any material degree upon the Projections in performing its valuation analysis of the Company. Furthermore, the Parent has been advised by the Company and Morgan Stanley that the Board did not rely on the Projections in evaluating the Offer.
In evaluating the Company, Parent considered the Company's financial condition, results of operations, business and prospects, including the preliminary unaudited results of operations for January and February of 1998. Additionally, the Parent considered the possibility that the Company's relationship with one or more key agents were subject to uncertainty and that the Company's relationships with its principal agent in its largest market is subject to renewal in 2002. Parent also considered the future capital needs and management resources necessary to effect the Company's systems reinvention to achieve Year 2000 compliance and foreign currency functionality and the need to execute promptly in order to timely introduce new products and avoid business disruption.
The Parent also evaluated the Company's deferred tax asset and the impact of amortization of existing and anticipated agent signing bonuses on the future earnings and cash flows of the Company. Parent has also evaluated the potential operating expense savings which could be realized with the combination of its operations with the Company's. Parent has considered as part of its analysis the Company's growth relative to the industry and trends in the markets in which it competes (including trends in transaction volumes and pricing).
13

THE COMPANY HAS ADVISED PARENT AND PURCHASER THAT THE PROJECTIONS WERE NOT PREPARED WITH A VIEW TO PUBLIC DISCLOSURE OR COMPLIANCE WITH THE PUBLISHED GUIDELINES OF THE COMMISSION OR THE GUIDELINES ESTABLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS REGARDING PROJECTIONS. THE PROJECTIONS ARE INCLUDED IN THIS OFFER TO PURCHASE ONLY BECAUSE THEY WERE PROVIDED TO PARENT. THEY WERE NOT PREPARED WITH A VIEW TO RELIANCE BY COMPANY STOCKHOLDERS IN MAKING A DECISION IN CONNECTION WITH THE OFFER OR IN MAKING ANY OTHER INVESTMENT DECISION. NONE OF PARENT, PURCHASER, THE COMPANY OR ANY OF THEIR RESPECTIVE ADVISORS OR ANY OTHER PARTY WHO RECEIVED SUCH INFORMATION ASSUMES ANY RESPONSIBILITY FOR THE VALIDITY, REASONABLENESS, ACCURACY OR COMPLETENESS OF THE PROJECTIONS. ALTHOUGH PRESENTED WITH NUMERICAL SPECIFICITY, THE PROJECTIONS ARE BASED UPON A VARIETY OF ASSUMPTIONS, ALL ESTABLISHED BY MANAGEMENT OF THE COMPANY, RELATING TO THE BUSINESSES OF THE COMPANY, INDUSTRY PERFORMANCE, GENERAL BUSINESS AND ECONOMIC CONDITIONS AND OTHER MATTERS, ALL OF WHICH MAY NOT BE REALIZED AND ARE FORWARD LOOKING STATEMENTS AND ARE SUBJECT TO SIGNIFICANT UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. THERE CAN BE NO ASSURANCE THAT THE PROJECTIONS SET FORTH ABOVE WILL BE REALIZED, AND ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE SHOWN. THE PROJECTIONS HAVE NOT BEEN EXAMINED OR COMPILED BY THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.
FOR THESE REASONS, AS WELL AS THE BASES ON WHICH THE PROJECTIONS WERE COMPILED, THERE CAN BE NO ASSURANCE THAT ACTUAL RESULTS WILL NOT DIFFER MATERIALLY FROM THOSE ESTIMATED. THE INCLUSION OF THE PROJECTIONS HEREIN SHOULD NOT BE REGARDED AS AN INDICATION THAT PARENT, PURCHASER, THE COMPANY, ANY OF THEIR RESPECTIVE ADVISORS OR ANY OTHER PARTY WHO RECEIVED SUCH INFORMATION CONSIDERS IT AN ACCURATE PREDICTION OF FUTURE EVENTS. PARENT PERFORMED AN INDEPENDENT ASSESSMENT OF THE COMPANY'S VALUE AND DID NOT RELY UPON THE PROJECTIONS. NONE OF THE COMPANY, PARENT, PURCHASER OR ANY OTHER PARTY HAS MADE, OR MAKES, ANY REPRESENTATION TO ANY PERSON REGARDING THE INFORMATION CONTAINED IN THE PROJECTIONS AND NONE OF THEM INTENDS PUBLICLY TO UPDATE OR OTHERWISE PUBLICLY REVISE THE PROJECTIONS SET FORTH ABOVE EVEN IF EXPERIENCE OR FUTURE CHANGES MAKE IT CLEAR THAT THE PROJECTIONS WILL NOT BE REALIZED.
Recent Developments
Options Plans. On April 6, 1998, Gotham Partners L.P. and certain affiliates ("Gotham") became the beneficial owner of more than 25% of the Shares. Amendment No. 3 to Gotham's Schedule 13D filed with the Commission on April 8, 1998 alleges that the consideration to be paid to the Company's stockholders in the Offer and Merger is inadequate. For a description of the holdings of Shares by Gotham, see "Annex I -- Security Ownership of Certain Beneficial Owners and Management" to Schedule 14D-9 prepared by the Company and distributed to stockholders of the Company in conjunction with this Offer to Purchase. Pursuant to the Company's 1996 Stock Option Plan (as adopted December 6, 1996) and the Company's 1996 Broad-Based Stock Option Plan (as adopted December 6, 1996)(collectively, the "Plans"), the acquisition by a person of 25% or more of the outstanding Shares constitutes a Change in Control (as defined under the Plans). Upon a Change in Control, the Company is obligated to immediately cancel all outstanding options and, within ten days of the Change in Control, remit in cash to each option holder an amount equal to the number of Shares then subject to such option, multiplied by the excess of (i) the greater of (A) the highest per share price offered to stockholders of the Company in any transaction whereby the Change in Control takes place or (B) the Fair Market Value (as defined under the Plans) of a Share on the date of occurrence of the Change in Control over (ii) the purchase price per share of Common Stock subject to the option. The Company estimates that its payment obligation under the Plans is approximately $6.0 million, which will be reflected as a pre-tax operating charge to the Company's earnings, incurred in the second quarter of 1998.
Pending Litigation. Following the April 6, 1998, announcement of the proposed acquisition of the Company by Parent and Purchaser, two putative class action complaints ("Complaints") on behalf of stockholders of the Company were filed in the Delaware Court of Chancery.
In Harbor Finance Partners v. James F. Calvano, et al. (Case No. 16306-NC), the plaintiff is Harbor Finance Partners on behalf of itself and allegedly on behalf of all others similarly situated. The defendants are the Company and the directors and certain officers of the Company. Plaintiff alleges, among other things, that the individual defendants have violated their fiduciary obligations to the Company's stockholders and that the consideration to be paid to the Company's stockholders in the Merger is inadequate. The relief sought by
14

plaintiff includes, among other things, an injunction against consummation of the proposed transactions or, alternatively, rescission and setting aside of such transactions, damages in an unspecified amount, costs, attorneys' fees, and such other relief as may be just and proper.
In TAAM Associates, Inc. v. James F. Calvano, et al. (Case No. 16305-NC), the plaintiff is TAAM Associates, Inc. on behalf of itself and allegedly on behalf of all others similarly situated. The defendants are the Company, the directors and certain officers of the Company, and Parent. Plaintiff alleges, among other things, that the individual defendants have violated their fiduciary obligations to the Company's stockholders; that the consideration to be paid to the Company's stockholders in the Merger is inadequate; and that Parent aided and abetted such breaches of duty. The relief sought by plaintiff includes, among other things, an injunction against consummation of the proposed transactions or, alternatively, rescission and setting aside of such transactions, damages in an unspecified amount, costs, attorneys' fees, and such other relief as may be deems just and proper.
Copies of the Complaints, filed as exhibits 99(g)(1) and 99(g)(2) to the Parent and Purchaser's Schedule 14D-1 filed in connection with this Offer, may be obtained in the manner described in Section 8 and are incorporated herein by reference.
Parent believes, and has been advised by the Company that it believes, the allegations contained in both Complaints are meritless for the reasons set forth elsewhere herein (see Section 10) and intends to defend both actions vigorously.
8. CERTAIN INFORMATION CONCERNING PURCHASER AND PARENT
General. Purchaser is a newly incorporated Delaware corporation organized in connection with the Offer and the Merger and has not carried on any activities other than in connection with the Offer and the Merger. The principal offices of Purchaser are located in c/o Viad Corp, 1850 North Central Avenue, Phoenix, Arizona 85077-2212. Purchaser is a wholly owned subsidiary of Parent.
Until immediately prior to the time that Purchaser will purchase Shares pursuant to the Offer, it is not anticipated that Purchaser will have any significant assets or liabilities or engage in activities other than those incident to its formation and capitalization and the transactions contemplated by the Offer and the Merger. Because Purchaser is newly formed and has minimal assets and capitalization, no meaningful financial information regarding Purchaser is available.
Parent is a Delaware corporation. Its executive offices are located at 1850 North Central Avenue, Phoenix, Arizona 85077-2410. Parent is comprised of various operating companies and a division which conduct diversified service businesses in payment services, airline catering, convention services, and travel and leisure services. Parent operates nationally and internationally through its Exhibitgroup/Giltspur division and through its various subsidiaries which include Travelers Express Company, Inc. ("Travelers"), Dobbs International Services, Inc., GES Exposition Services, Inc., Greyhound Leisure Services, Inc., Brewster Transport Company Limited and Restaura, Inc. It is the intention of Parent that following the consummation of the Merger, the Company will operate as a part of Travelers. Travelers and its subsidiaries operate the payment services business of the Travel and Leisure and Payment Services segment of Parent. See Section 12.
The name, citizenship, business address, principal occupation or employment, and five-year employment history for each of the directors and executive officers of Purchaser and Parent and certain other information are set forth in Schedule I hereto.
Available Information. Parent is subject to the informational requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. Information, as of particular dates, concerning Parent's directors and officers, their remuneration, stock options granted to them, the principal holders of Parent's securities and any material interest of such persons in transactions with Parent is required to be described in proxy statements distributed to Parent's stockholders and filed with the Commission. Such reports, proxy statements and other information should be available for inspection and copying at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and should also be available for inspection at the Commission's regional offices located at Seven World
15

Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials may also be obtained by mail, upon payment of the Commission's customary fees, by writing to its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The information should also be available for inspection at the NYSE, 20 Broad Street, New York, New York 10005. The Commission also maintains an Internet site on the worldwide web at http://www.sec.gov that contains reports and other information.
Certain Financial Information for Parent. Set forth below is a summary of certain consolidated financial and operating data relating to Parent and its consolidated subsidiaries derived from the information contained in or incorporated by reference into Parent's Annual Report on Form 10-K for the year ended December 31, 1997 filed with the Commission (the "Parent 10-K"). More comprehensive financial information is included in or incorporated by reference into the Parent 10-K and other documents filed by Parent with the Commission (which Parent 10-K and other documents are hereby incorporated by reference herein), and the financial information summary set forth below is qualified in its entirety by reference to the Parent 10-K and such other documents and all the financial information and related notes contained therein.
16

VIAD CORP
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
 (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                                            YEAR ENDED DECEMBER 31,
                                                        ----------------------------------------------------------------
                                                           1997          1996          1995         1994         1993
                                                        -----------   -----------   ----------   ----------   ----------
Operations:
  Revenues(1).........................................  $ 2,417,470   $ 2,263,228   $1,976,745   $1,806,597   $1,337,940
                                                        ===========   ===========   ==========   ==========   ==========
  Income from continuing operations(2)................  $    97,794   $    69,071   $   70,781   $   61,173   $   31,975
  Income (loss) from discontinued operations(3).......                    (40,694)     (73,465)      79,138      110,111
                                                        -----------   -----------   ----------   ----------   ----------
  Income (loss) before extraordinary charge and
    cumulative effect of change in accounting
    principle.........................................       97,794        28,377       (2,684)     140,311      142,086
  Extraordinary charge for early retirement of debt...       (8,458)                                             (21,601)
  Cumulative effect of change in accounting
    principle(4)......................................                                 (13,875)
                                                        -----------   -----------   ----------   ----------   ----------
  Net income (loss)...................................  $    89,336   $    28,377   $  (16,559)  $  140,311   $  120,485
                                                        ===========   ===========   ==========   ==========   ==========
Diluted Income (Loss) per Common Share:(5)
  Continuing operations(2)............................  $      1.03   $      0.74   $     0.79   $     0.69   $     0.36
  Discontinued operations(3)..........................                      (0.44)       (0.83)        0.92         1.29
                                                        -----------   -----------   ----------   ----------   ----------
  Income (loss) per share before extraordinary charge
    and cumulative effect of change in accounting
    principle.........................................         1.03          0.30        (0.04)        1.61         1.65
  Extraordinary charge................................        (0.09)                                               (0.25)
  Cumulative effect of change in accounting
    principle(4)......................................                                   (0.16)
                                                        -----------   -----------   ----------   ----------   ----------
  Diluted net income (loss) per common share..........  $      0.94   $      0.30   $    (0.20)  $     1.61   $     1.40
                                                        ===========   ===========   ==========   ==========   ==========
  Average outstanding and potentially dilutive common
    shares............................................       93,786        91,339       88,479       86,507       85,331
                                                        ===========   ===========   ==========   ==========   ==========
Basic Income (Loss) per Common Share:(5)
  Continuing operations(2)............................  $      1.06   $      0.76   $     0.80   $     0.71   $     0.37
  Discontinued operations(3)..........................                      (0.45)       (0.84)        0.93         1.31
                                                        -----------   -----------   ----------   ----------   ----------
  Income (loss) per share before extraordinary charge
    and cumulative effect of change in accounting
    principle.........................................         1.06          0.31        (0.04)        1.64         1.68
  Extraordinary charge................................        (0.09)                                               (0.26)
  Cumulative effect of change in accounting
    principle(4)......................................                                   (0.16)
                                                        -----------   -----------   ----------   ----------   ----------
  Basic net income (loss) per common share............  $      0.97   $      0.31   $    (0.20)  $     1.64   $     1.42
                                                        ===========   ===========   ==========   ==========   ==========
  Average outstanding common shares...................       90,804        88,814       86,543       84,861       83,903
                                                        ===========   ===========   ==========   ==========   ==========
Dividends declared per common share(6)................  $      0.32   $      0.48   $     0.62   $     0.59   $     0.56
                                                        ===========   ===========   ==========   ==========   ==========

Financial Position at Year-End:
  Working capital (deficit), excluding payment service
    obligations and current portion of payment service
    assets(7,8).......................................  $   (92,309)  $  (146,185)  $ (183,318)  $ (103,313)  $   (2,188)
  Payment service obligations.........................  $ 2,248,004   $ 1,887,497   $1,747,624   $1,438,960   $1,147,063
  Funds, agents' receivables and current maturities of
    investments restricted for payment service
    obligations, after eliminating $90,000 (1997,
    1996, 1995), $80,000 (1994) and $65,000 (1993)
    invested in Parent commercial paper(8)............      630,141       704,640      804,227      661,252      533,019
                                                        -----------   -----------   ----------   ----------   ----------
  Excess of payment service obligations over current
    portion of payment service assets(8)..............  $(1,617,863)  $(1,182,857)  $ (943,397)  $ (777,708)  $ (614,044)
  Investments restricted for payment service
    obligations(9)....................................  $ 1,615,464   $ 1,144,279   $  880,035   $  678,550   $  506,560
  Total assets, excluding intangibles.................  $ 3,199,279   $ 2,912,686   $3,197,216   $2,782,624   $2,341,722
  Total assets........................................  $ 3,730,313   $ 3,453,312   $3,716,548   $3,228,083   $2,699,283
  Total debt(6).......................................  $   410,140   $   521,127   $  889,291   $  741,969   $  629,829
  $4.75 Redeemable preferred stock....................  $     6,612   $     6,604   $    6,597   $    6,590   $    6,586
  Common stock and other equity.......................  $   529,161   $   432,218   $  548,169   $  555,093   $  469,688
Other Data:
  EBITDA(1,10)........................................  $   266,100   $   240,943   $  218,737   $  200,633   $  152,191
  Debt-to-capital ratio(11)...........................           43%           54%          61%          57%          56%	

(1) Parent's payment services subsidiary is investing increasing amounts in tax-exempt securities. On a fully taxable equivalent basis, revenues and EBITDA would be higher by $28,724,000, $21,489,000,

17

$16,000,000, $7,897,000 and $3,967,000 for 1997, 1996, 1995, 1994 and 1993, respectively.
(2) Includes a nonrecurring gain on the sale of Parent's interest in the Phoenix Suns of $19,025,000, or $0.21 per diluted and basic share, and nonrecurring spin-off costs and management transition expenses of $28,985,000, or $0.32 per diluted and basic share, in 1996. Also includes a nonrecurring gain of $2,260,000, or $0.03 per diluted and basic share, due to the curtailment of certain postretirement medical benefits in 1995.
(3) See Notes A and E of Notes to Consolidated Financial Statements set forth in the Parent's 10-K.
(4) Initial application of SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
(5) Income (loss) or share for all periods has been calculated in accordance with the requirements of SFAS No. 128, "Earnings Per Share." Accordingly, income (loss) per share amounts previously reported for prior periods have been restated to conform with the requirements of SFAS No. 128.
(6) The declines in dividends declared per common share in 1997 and 1996, as well as the decline in total debt and common stock and other equity in 1996, reflect the spin-off of The Dial Corporation to Parent's stockholders on August 15, 1996. Parent's quarterly dividend decreased from $0.16 to $0.08 per share following the spin-off. The Dial Corporation's initial quarterly dividend of $0.08 per share after the spin-off maintained the 1995 annual dividend rate for stockholders who retained shares of both companies following the spin-off.
(7) Parent maintains current assets at the lowest practicable levels while at the same time taking advantage of payment terms offered by trade creditors. Parent has adequate external financing sources available to fund working capital requirements in the event cash flow from operations, trade accounts receivable sales and proceeds from sales of non-core assets are not sufficient. See also EBITDA in table above.
(8) Payment service assets held by Parent's payment services subsidiary are restricted by state regulatory agencies to satisfy the liability to pay, upon presentment, payment service obligations, and accordingly such assets are not available to satisfy working capital or other financing requirements of Parent.
(9) Represents long-term marketable securities held by Parent's payment services subsidiary classified as non-current, which along with notes receivable held by Parent's payment services subsidiary of approximately $11,104,000, $20,398,000, $17,345,000, $19,351,000 and $56,940,000 in 1997, 1996, 1995, 1994 and 1993, respectively, classified as long-term assets under the caption "Other investments and assets", are available to satisfy payment service obligations.
(10) EBITDA is defined as income from continuing operations before interest expense, income taxes, depreciation and amortization and the nonrecurring items described above. EBITDA data are presented as a measure of the ability to service debt, fund capital expenditures and finance growth. Such data should not be considered an alternative to net income, operating income, cash flows from operations or other operating or liquidity performance measures prescribed by generally accepted accounting principles. Cash expenditures for various long-term assets, interest expense and income taxes have been, and will be, incurred which are not reflected in the EBITDA presentations.
(11) Debt-to-capital is defined as total debt divided by capital. Capital is defined as total debt plus minority interests, preferred stock and common stock and other equity.
Parent beneficially owns no Shares. Except as described in this Offer to Purchaser, (i) none of Purchaser, Parent nor, to the best knowledge of Purchaser and Parent, any of the persons listed in Schedule I to this Offer to Purchase or any associate or majority-owned subsidiary of Purchaser, Parent or any of the persons so listed beneficially owns or has any right to acquire, directly or indirectly, any Shares and (ii) none of Purchaser, Parent nor, to the best knowledge of Purchaser and Parent, any of the persons or entities referred to above nor any director, executive officer or subsidiary of any of the foregoing has effected any transaction in the Shares during the past 60 days.
Except as provided in the Merger Agreement and as otherwise described in this Offer to Purchase, none of Purchaser, Parent nor, to the best knowledge of Purchaser and Parent, any of the persons listed in Schedule I to this Offer to Purchase, has any contract, arrangement, understanding or relationship with any
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other person with respect to any securities of the Company, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss guarantees of profits, division of profits or loss or the giving or withholding of proxies. Except as set forth in this Offer to Purchase, since January 1, 1995, neither Purchaser nor Parent nor, to the best knowledge of Purchaser and Parent, any of the persons listed on Schedule I hereto, has had any business relationship or transaction with the Company or any of its executive officers, directors or affiliates that is required to be reported under the rules and regulations of the Commission applicable to the Offer. Except as set forth in this Offer to Purchase, since January 1, 1995, there have been no contacts, negotiations or transactions between any of Purchaser, Parent, or any of their respective subsidiaries or, to the best knowledge of Purchaser and Parent, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and the Company or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets.
9. SOURCES AND AMOUNTS OF FUNDS
Purchaser estimates that the total amount of funds required to purchase the number of Shares that are outstanding pursuant to the Offer, and to pay fees and expenses related to the Offer and the Merger will be approximately $300 million. Purchaser plans to obtain all funds needed for the Offer through capital contributions, which will be made by Parent to Purchaser at the time Shares tendered pursuant to the Offer are accepted for payment and in connection with the payment of Merger Consideration. Parent currently intends to obtain the funds necessary to make the capital contributions from available cash, and from some combination of borrowings (currently estimated to be $255 million) under the $300 million long-term revolving bank credit facility available under the Credit Agreement (as defined below), all of which is available as of the date of this filing, uncommitted bank money market loans, or under such other financing resources available to Parent.
The material terms of the Amended and Restated Credit Agreement, dated July 24, 1996, as amended by that First Amendment dated as of August 1, 1997 (the "First Amendment"), and as further amended by that Second Amendment dated as of September 11, 1997 (the "Second Amendment") (the Amended and Restated Credit Agreement, the First Amendment, and the Second Amendment are collectively referred to as the "Credit Agreement"), with Citicorp USA, Inc. (as "Administrative Agent"), Bank of America National Trust and Savings Association (as "Documentation Agent"), and a syndicate of financial institutions (such financial institutions, the "Lenders") are generally summarized below.
The obligation of the Lenders to fund advances under the Credit Agreement is subject to customary conditions, including, among other things, (i) that each of the representations and warranties made by Parent in the Credit Agreement is true and correct on each funding date, before and after giving effect to the advance and to the application of the proceeds from the advance, and (ii) that no event has occurred and is continuing, or would result from such advance or from the application of the proceeds of the advance, which would constitute an event of default or a potential event of default, as defined in the Credit Agreement. The term of the Credit Agreement expires on August 15, 2002.
Borrowings under the Credit Agreement bear interest at either a fluctuating base rate or an adjusted eurodollar rate based on Parent's credit rating. Based on current interest rates, Parent anticipates that its effective borrowing cost would be approximately 6%.
Borrowings under the Credit Agreement are subject to mandatory prepayment upon the occurrence of any of the following events: (i) any person or group of persons acting in concert acquires beneficial ownership of more than 40% of Parent's voting stock; (ii) during any period of up to 12 months, individuals who at the beginning of such period were directors of Parent shall cease to constitute a majority of Parent's Board of Directors; or (iii) any outstanding debt of Parent or any of its subsidiaries (exclusive of debt under the Credit Agreement) in the aggregate amount of at least $15.0 million shall be required to be prepaid prior to the stated maturity thereof.
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The Credit Agreement contains financial covenants relating to the maintenance of consolidated net worth. The Credit Agreement also contains restrictive covenants pertaining to the management and operation of Parent and its subsidiaries. The covenants include, among others, limitations on liens, mergers and sales, leases or other dispositions of assets, pension plan changes, margin stock, debt ratios and interest rate swaps.
The Credit Agreement provides for events of default customary in similar credit facilities, including, among others, (i) failure to make a payment of principal when due or failure to make a payment of interest within five days of the date due; (ii) breach of representations or warranties in any material respect when made; (iii) failure to observe or perform any term, covenant or agreement contained in the Credit Agreement; (iv) default under any agreement relating to debt for borrowed money in excess of $15.0 million in the aggregate;
(v) bankruptcy defaults; (vi) failure to pay judgments in excess of $25.0 million; and (vii) the occurrence of an ERISA Event, as defined in the Credit Agreement.
The foregoing summary description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Credit Agreement (including the Amended and Restated Agreement, the First Amendment and the Second Amendment) filed as Exhibits (b)(1)(a), (b)(1)(b) and
(b)(1)(c), respectively, to Schedule 14D-1, a copy of which may be obtained from the offices of the Commission in the manner set forth with respect to information concerning Parent in Section 8.
It is anticipated that the indebtedness incurred through borrowings under the Credit Agreement will be repaid by Parent from time to time from funds generated internally by Parent and its subsidiaries, including the Surviving Corporation, from the proceeds of other borrowings, through the public or private sale of debt or equity securities, through application of proceeds of dispositions, or through a combination of two or more such sources.
No final decisions have been made by Parent concerning the specific source of funds to be used for purchase of the Shares or the method of repayment of any such indebtedness; however, the Offer is not conditioned on obtaining financing. Such decisions, when made, will be based on Parent's review from time to time of the advisability of particular actions, as well as prevailing interest rates and financial and other economic conditions.
10. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY
The acquisition of complementary businesses is an important element of the overall business strategy of Parent. Parent regularly evaluates potential acquisition opportunities in the industries in which Parent competes. Because of
(i) the overlap of the agent distribution channel, (ii) operational similarities and (iii) similarities of the end consumers, Parent views the wire transfer market as an attractive complementary market segment for Travelers, which is a leading provider of money orders and other payment services. Accordingly, Parent, together with Travelers, periodically reviews acquisition or new product development opportunities in the wire transfer market. In 1995, First Data Corporation ("First Data"), the former parent of the Company, agreed to divest itself of its controlling interest in Company in order to resolve FTC objections to a merger between First Data and First Financial Management Corp., the former parent of Western Union Financial Services, Inc. As part of that process, in 1996, Travelers, through its investment bankers, Salomon, contacted First Data about the possibility of acquiring the Company. However, discussions did not proceed beyond preliminary stages and Travelers did not submit a bid at that time.
In December 1996, the Company was divested by First Data through an initial public offering of the Company's stock at a price of $12.00 per share. Travelers continued to monitor the performance and operations of the Company and the possibility of an acquisition.
During the summer and continuing into the fall of 1997, the Company was approached by, and held preliminary discussions with, a potential strategic partner who signed a confidentiality agreement and conducted both business and financial due diligence. However, agreement on valuation was not reached and a formal written proposal was never made. Also during the fall of 1997, the Company had preliminary discussions with one other potential strategic partner who signed a confidentiality agreement but did not conduct diligence to further pursue discussions.
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In December 1997, Parent directed its financial advisor, Salomon, to contact the Company's Chief Executive Officer, James F. Calvano, regarding a potential merger of the Company with Travelers. On December 23, 1997, Robert H. Bohannon, Chairman, President and Chief Executive Officer of Parent, met with Mr. Calvano near his home in Florida. Mr. Bohannon and Mr. Calvano discussed several topics, including the rationale for a transaction. Mr. Calvano agreed to present the potential for a transaction to the Board of Directors of the Company and to contact Mr. Bohannon after determining the level of interest of the Board. Also, during this time frame, two additional parties contacted Mr. Calvano to express interest in a transaction with the Company.
In the first week of January 1998, Mr. Calvano contacted each member of the Board of Directors of the Company regarding the interest of Parent and other parties in pursuing a strategic transaction. Each member of the Board agreed that Mr. Calvano should investigate strategic opportunities and retain a financial advisor.
In early January, the senior management of the Company met with representatives from Morgan Stanley to discuss overall strategic alternatives, valuation, recommended sales process and potential buyers for the Company. Morgan Stanley recommended that the Company begin a formal sale process.
On January 23, 1998, representatives of the Company's management and representatives of Morgan Stanley initiated a formal sale process. Morgan Stanley then contacted potential strategic and financial buyers to solicit interest in the Company. A total of 18 potential buyers, including Travelers and the four other potential buyers referred to above, were contacted.
Confidentiality agreements were executed between the Company and four interested parties (in addition to the two parties that executed confidentiality agreements in 1997). One additional party that had expressed interest did not sign a confidentiality agreement.
On February 6, 1998, members of one potential buyer's management met with the Company's management and representatives from Morgan Stanley in the Company's New Jersey offices. At that meeting, management of the Company presented a detailed overview of the Company and responded to questions.
On February 10, 1998, the Board of Directors of the Company held its regular meeting at the Company's New Jersey offices. Representatives of Shearman & Sterling, counsel to the Company, discussed the Board's fiduciary duties and the potential transaction structures available to the Company. Morgan Stanley updated the Board on the status of the sale process, interested potential parties and the valuation of the Company.
On February 11, 1998, members of Parent's and Travelers' management, together with representatives from Salomon, met with Company's management and representatives from Morgan Stanley at the offices of Morgan Stanley in New York. At that meeting, the Company presented a detailed overview of the Company and responded to questions.
During the week of February 13, 1998, representatives of the Company and representatives of Morgan Stanley, met with two additional potential bidders at the offices of Morgan Stanley in New York. At those meetings, the Company presented a detailed overview of the Company and responded to questions.
On February 23, 1998, Morgan Stanley received, on behalf of the Company, letters from Parent and only one of the other potential buyers who had attended a management presentation indicating interest in the Company. Parent's letter outlined Parent's interest in acquiring 100% of the equity of the Company at a price of $16.00 per Share. The Parent's proposal was not subject to a financing contingency. The other potential buyer's proposal indicated a price range of $15.00 - $17.00 per Share but was subject to further due diligence and to a contingency for obtaining acquisition financing. Both parties were invited to conduct further due diligence.
On March 4, 1998, members of Travelers' management team and representatives from Salomon conducted due diligence with members of the Company's management in the Company's Colorado offices. This due diligence meeting focused on the operational aspects of Company's business and included meetings with the Company's management team.
On March 6, 1998, representatives from Morgan Stanley and Shearman & Sterling participated in a conference call with the Company's senior management to discuss the status of the sale process and
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recommend a course of action to further negotiations and secure formal proposals from the two interested parties.
On March 9 and 10, 1998, representatives from Parent, Travelers, Salomon, as well as representatives from Parent's counsel, Bryan Cave LLP ("Bryan Cave"), conducted further due diligence at the offices of Shearman & Sterling in New York. These due diligence sessions included a review of financial and operational documents, as well as additional interviews with the senior management group of the Company. On March 13, 1998, the Company's senior management and systems experts participated in a conference call with Travelers' management and information systems experts to discuss systems issues.
On March 16, 1998, representatives of the other bidder conducted due diligence at the offices of Shearman & Sterling in New York. In addition, representatives from Morgan Stanley met with such representatives from the other potential buyer at the Company's New Jersey offices to discuss the potential for a transaction. At such meeting, Morgan Stanley expressed concern about the ability of such potential buyer to obtain financing but invited it to continue due diligence and submit a formal proposal. No such proposal was ever made.
On March 19, 1998, representatives of the Company, Parent and Travelers participated in an additional conference call to continue the due diligence process and address follow-up issues regarding the Company's systems, including Year 2000 compliance contingencies.
On March 23, 1998, Parent's Board of Directors and its Executive Committee held telephonic meetings to discuss a potential transaction with the Company. All members of the Executive Committee and Board were in attendance. The Parent's Board and its Executive Committee received presentations from Travelers' management as to the status of discussions with Company, the results of the due diligence evaluation of Company, the principal terms of the proposed transaction, including several terms that were yet to be resolved, and the merits of the transaction. The Parent Board unanimously approved the transaction, subject to resolution of several key issues.
During this time, the Company was again contacted by one of the potential strategic buyers with whom preliminary discussions had been held previously but who did not sign a Confidentiality Agreement or submit an indication of interest on February 23. However, such potential buyer was unable to satisfactorily address the Company's concern that its acquisition of the Company could not be consummated due to the likelihood of opposition by federal antitrust regulators.
On March 24, 1998, Parent reiterated its original proposal to purchase all outstanding Shares at $16.00 per Share in cash and through its counsel, Bryan Cave, provided proposed changes to the draft merger agreement that had been previously provided by the Company's legal counsel to Parent. At the Company's request, Morgan Stanley rejected the Parent's proposal but suggested that the two parties continue discussions. On March 26, 1998, senior management of the Company and Morgan Stanley participated in a conference call with representatives of Parent, Travelers, and Salomon to discuss Parent's business assumptions regarding the Company. Based on these discussions, Morgan Stanley suggested that Parent increase its proposal.
During the weekend of March 28, 1998, Parent raised its proposal to $17.00 per Share.
On March 30 and 31, 1998, representatives from Company, Morgan Stanley and Shearman & Sterling analyzed and discussed Parent's revised proposal as well as the status of negotiations with the remaining potential buyers. Based on the Parent's ability to consummate the transaction quickly with the proposed terms and other relevant criteria, the Company chose to continue to pursue discussions with Parent.
On April 2 and 3, 1998, representatives from Parent, Travelers, Salomon and Bryan Cave, met with representatives from the Company, Shearman & Sterling and Morgan Stanley at Shearman & Sterling's offices in New York for further due diligence and to continue negotiations concerning the terms and conditions of a proposed merger agreement.
On April 4, 1998, the Board of the Company held a special meeting to review, with the advice and assistance of the Company's financial and legal advisors, the proposed terms and conditions of the proposed
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transaction. All members of the Board participated either in person or by telephone. At such meeting, Morgan Stanley provided an oral and a written opinion that, as of such date and based upon and subject to the matters discussed with the Board of the Company and contained in such written opinion, the cash consideration to be received by the holders of the Shares in the Offer and the Merger was fair from a financial point of view to such holders. Shearman & Sterling reviewed the Board's fiduciary duties to shareholders and outlined the principal terms of the Offer and the Merger. The Board then unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to and in the best interests of the Company's stockholders, and approved the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger and authorized the execution and delivery of the Merger Agreement, recommended that the Company's stockholders accept the Offer and tender their Shares pursuant to the Offer, and recommended that the Company's stockholders approve and adopt the Merger Agreement.
Following approval by the Boards of Directors of the Company, the Parent and the Purchaser, the Merger Agreement was executed and delivered on April 4, 1998. The transaction was publicly announced through a joint press release before the opening of the financial markets in the United States on April 6, 1998.
Purchaser commenced the Offer on April 10, 1998.
11. THE OFFER AND MERGER; MERGER AGREEMENT
The following is a summary of the Merger Agreement, a copy of which is filed as an Exhibit to the Schedule 14D-1 filed by Purchaser and Parent with the Commission in connection with the Offer. Such summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement. Capitalized terms used in this Section 11, Section 12 and Section 15 but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
The Offer. The Merger Agreement provides that, upon the terms and subject to the conditions thereof, Purchaser will commence the Offer as promptly as reasonably practicable, but in no event later than five business days after the initial public announcement of Purchaser's intention to commence the Offer. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer is subject to the satisfaction of the Minimum Condition and certain other conditions that are described in Section 15 hereof. Purchaser and Parent have agreed that no change in the Offer may be made which waives the Minimum Condition, and no change may be made which decreases the price per Share payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer or which imposes conditions to the Offer in addition to those set forth in
Section 15 of this Offer to Purchase without the prior consent of the Company.
The Merger. The Merger Agreement provides that, upon the terms and subject to the conditions thereof, and in accordance with Delaware Law, at the Effective Time, Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease and the Company will continue as the Surviving Corporation of the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of the Purchaser, the Company or holders of any Shares, (a) each Share issued and outstanding immediately prior to the Effective Time (other than any Shares held in the treasury of the Company, or owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company and any Shares which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Delaware Law) shall be cancelled and shall be converted automatically into the right to receive $17.00 in cash (the "Merger Consideration") payable, after reduction for any required Tax withholding, without interest, to the holder of such Share, upon surrender, in the manner provided in the Letter of Transmittal, of the certificate that formerly evidenced such Share; (b) each Share held in the treasury of the Company and each Share owned by Purchaser, Parent or any direct or indirect wholly owned Subsidiary of Parent or the Company immediately prior to the Effective Time shall be cancelled without any conversion thereof and no payment or distribution will be made with respect thereto; and (c) each share of common stock, par value $.01 per share, of Purchaser issued and outstanding immediately prior to the
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Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.
The Merger Agreement provides that the directors and officers of Purchaser immediately prior to the Effective Time will be the initial directors and officers of the Surviving Corporation each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified. The Merger Agreement provides that, at the Effective Time, the Certificate of Incorporation of the Company restated in a form acceptable to Purchaser will be the Certificate of Incorporation of the Surviving Corporation; provided, however, that such restated Certificate of Incorporation will contain provisions in accordance with the Directors' and Officers' Indemnification and Insurance provision of the Merger Agreement. The Merger Agreement also provides that the By-laws of Purchaser, as in effect immediately prior to the Effective Time, will be the By-laws of the Surviving Corporation.
The Merger Agreement provides that each Company Stock Option outstanding at the Effective Time under the Company Stock Option Plans shall be canceled by the Company immediately prior to the Effective Time, and each holder of a canceled Company Stock Option shall be entitled to receive at the Effective Time or as soon as practicable thereafter from the Company in consideration for the cancellation of such Company Stock Options an amount equal to the product of (i) the number of Shares previously subject to such Company Stock Option and (ii) the excess, if any, of the per share amount over the exercise price per share of Company Common Stock previously subject to such Company Stock Option, which shall be paid in cash, after reduction for applicable tax withholding. The Merger Agreement also provides that the Company Stock Option Plans shall terminate upon the Effective Time.
The Merger Agreement provides that notwithstanding any provision of the Merger Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with
Section 262 of the Delaware Law shall not be converted into or represent the right to receive the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such
Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in the Merger Agreement, of the certificate or certificates that formerly evidenced the Shares.
Agreements of Parent, Purchaser and the Company. Pursuant to the Merger Agreement, the Company shall, if required by applicable law in order to consummate the Merger, (i) duly call, give notice of, convene and hold an annual or special meeting of its stockholders as soon as practicable following consummation of the Offer for the purpose of considering and taking action on the Merger Agreement and the transactions contemplated thereby (the "Stockholders' Meeting"); and (ii) subject to its fiduciary duties under applicable law after receiving the advice of independent counsel, (A) include in the proxy statement for such meeting sent to stockholders (the "Proxy Statement") the recommendation of the Board that the stockholders of the Company approve and adopt the Merger Agreement and the transactions contemplated thereby and (B) use all reasonable efforts to obtain such approval and adoption. At the Stockholders' Meeting, Parent and Purchaser will cause all Shares owned by them and their Subsidiaries to be voted in favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereby.
The Merger Agreement provides that, notwithstanding the preceding paragraph, in the event that Purchaser acquires at least 90% of the then outstanding Shares, subject to certain conditions, Parent, Purchaser and the Company agree, at the request of Purchaser, to take all necessary and appropriate action to cause the Merger to become effective in accordance with
Section 263 of Delaware Law, as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders, in accordance with Delaware Law.
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The Merger Agreement provides that the Company will, if required by applicable law, as soon as practicable following consummation of the Offer, file an information or proxy statement (the "Proxy Statement") with the Commission under the Exchange Act, and use all reasonable efforts to have the Proxy Statement cleared by the Commission. Parent, Purchaser and the Company will cooperate with each other in the preparation of the Proxy Statement, and the Company will notify Parent of the receipt of any comments of the Commission with respect to the Proxy Statement and of any requests by the Commission for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the Commission. The Company will (i) give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the Commission; (ii) give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the Commission; and (iii) consider in good faith the comments and information provided by Parent, Purchaser and their counsel with respect thereto. Each of the Company, Parent and Purchaser agreed to use all reasonable efforts, after consultation with the other parties, to respond promptly to all such comments of and requests by the Commission and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Shares entitled to vote at the Stockholders' Meeting at the earliest practicable time.
The Merger Agreement provides that except as contemplated therein, neither the Company nor any Subsidiary shall, between the date of the Merger Agreement and the Effective Time, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Parent: (a) amend or otherwise change its Certificate of Incorporation or By-laws or equivalent organizational documents; (b) issue, sell, pledge, dispose of, grant, encumber or authorize the issuance, sale, pledge, disposition, grant or encumbrance of (i) any shares of capital stock of any class of the Company or any Subsidiary, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest), of the Company or any Subsidiary (except for the issuance of a maximum of 1,180,625 Shares issuable pursuant to employee stock options outstanding on the date of the Merger Agreement) or (ii) any assets of the Company or any Subsidiary except in the ordinary course of business consistent with past practice; (c) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock; (d) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock; (e) form any new Subsidiaries or implement the formation of a holding company or expend any funds in preparation for any corporate restructuring (including, but not limited to, the formation of a holding company or the merger of any Subsidiary with and into the Company); (f) (i) acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any corporation, partnership, other business organization or any division thereof or any material amount of assets; (ii) except for borrowings under existing credit facilities in the ordinary course of business, incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person or, except as permitted pursuant to paragraph (j) below, or the posting of letters of credit required by licensing or regulatory authorities in the ordinary course of business, make any loans or advances; (g) authorize capital expenditures in excess of the amount set forth on the Merger Agreement; provided, however, that (i) before making any expenditures for the Coleman Bennet Multi-Currency Project, the Company will involve Purchaser in the selection of a consultant and will not expend in excess of $5,500,000 for a systems software package or $150,000 in consulting fees payable to Coleman Bennett, without the consent of Purchaser and (ii) the Company will not make any expenditures for new software or hardware for the Future System/Year 2000 Project prior to June 1, 1998, but the Company may incur consulting and similar fees not to exceed $500,000 in aggregate prior to such date and (iii) the Company will not make any capital expenditures other than as set forth in clauses (g)(i) and (g)(ii) in excess of $4,000,000 in the aggregate without the prior consent of Purchaser; or (iv) enter into or amend any contract, agreement, commitment or arrangement with respect to any matter set forth in therein; (h) other than as set forth in the Merger Agreement, increase the compensation payable or to become payable to its officers or employees, except for increases in accordance with past practices in salaries or wages of employees of the Company or any Subsidiary who are not officers of the Company, or, other than in accordance with
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existing policies, grant any severance or termination pay to, or enter into any employment or severance agreement with any director, officer or other employee of the Company or any Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; (i) other than as required by generally accepted accounting principles and except for the reclassification of the financial paper outstanding from fiduciary liability to operating liability on the balance sheet, make any material change to its accounting policies or procedures; (j) (i) make any advances to agents or, other than potential contractual arrangements with American Express, enter into any agreement with any agent that guarantees or assures payment of minimum aggregate commissions or which grants any signing or other bonus in an amount in excess of $1,500,000 in the aggregate; or (ii) enter into any agreement which would increase the period of time during which any agent retains the proceeds of money order or wire transfer sales prior to remitting such proceeds to the Company provided, however, notwithstanding any other provision of Section 5.01 of the Merger Agreement, the Company may enter into a contract with American Express Travel Related Services, Inc. ("American Express") containing terms substantially similar to those in a specified form of draft contract previously provided to the Purchaser if such contract does not contain any provision that would confer upon American Express any right of termination, amendment, acceleration, cancellation or withholding of services or payments upon the consummation of the Offer or the Merger or any other transaction contemplated under the Merger Agreement (a "Transaction"); (k) enter into or amend any agreement with any agent, with respect to which the aggregate credit exposure (measured as actual agent remittances due on any one Business Day) is greater than $500,000; (l) establish any new lines of credit or other credit facilities or replace existing credit facilities with facilities that have terms that are less favorable to the Company; (m) pay, settle, discharge or enter into any agreement for the settlement or compromise of any pending or threatened litigation requiring payment(s) by the Company or any Subsidiary in excess of $1,000,000 in the aggregate; (n) agree in writing, or otherwise, to take any of the foregoing actions or to any other action which would make any representation or warranty of the Company in the Merger Agreement untrue or incorrect in any material respect; or (o) make any tax election or settle or compromise any material federal, state local or foreign income tax liability.
Also pursuant to the Merger Agreement, after the date thereof and prior to the Effective Time or the earlier termination of this Agreement, unless Parent shall otherwise agree in writing, the Company covenanted and agreed that it will, and cause each of its Subsidiaries to: (a) conduct their respective businesses in the ordinary and usual course of business consistent with past practice; (b) confer with Parent's designated representatives on a regular and frequent basis regarding operational matters of a material nature and the general status of the ongoing business of the Company; (c) promptly notify Parent of any significant changes in the business, financial condition or results of operation of the Company or its Subsidiaries taken as a whole; (d) promptly notify Parent of any judgment, decree, injunction, rule, notice or order of any Governmental Authority (as defined below) which is reasonably likely to materially restrict the business of the Company and its Subsidiaries as currently conducted or is reasonably likely to have a Material Adverse Effect (as defined below); (e) maintain or renew with financially responsible insurance companies, (i) insurance on its tangible assets and its business in such amounts and against such risks and losses as are consistent with past practice and (ii) the Company's existing directors and officers indemnification insurance; and (f) use all reasonable best efforts to preserve the business, reputation and prospects of the Company and the Subsidiaries and preserve the current relations of the Company and its Subsidiaries with customers, employees, agents, suppliers and other persons with which the Company or its Subsidiaries has business relations.
The Merger Agreement defines "Governmental Authority" as any agent, instrumentality, department, commission, court, tribunal or board of any government, whether foreign or domestic and whether national, federal, state, provincial or local.
The Merger Agreement defines "Material Adverse Effect" as any change, effect, condition, event or circumstance that is or is reasonably likely to be materially adverse to the business, financial condition, assets, properties or results of operations of the Company and the Subsidiaries, taken as a whole, including, (x) termination of the Company's Agency Agreement with Banamex or (y) termination of the Company's
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agency agreements with agents (other than American Express Travel Related Services Company, Inc. ("American Express") and Safeway, Inc.), representing ten percent or more of the aggregate send or receive transaction volume either sent or received by the Company and its Subsidiaries during 1997; provided, however, that "Material Adverse Effect" shall not include any change, effect, condition, event or circumstance arising out of or attributable to (i) any decrease in the market price of the Shares (but not any change, effect, condition, event or circumstance underlying such decrease to the extent that it would otherwise constitute a Material Adverse Effect), (ii) changes, effects, conditions, events or circumstances that generally affect the industries in which the Company operates (including legal and regulatory changes), (iii) general economic conditions or change, effects, conditions or circumstances affecting the securities markets generally, (iv) changes arising from the consummation of the Transaction or the announcement of the execution of the Merger Agreement, (v) any reduction in the price of services or products offered by the Company in response to the reduction in price of comparable services or products offered by a competitor, or (vi) any of the items set forth in Schedule 9.03(e) of the Merger Agreement, generally relating to the failure to enter into a definitive agency agreement with American Express, termination of the current relationship with American Express, or termination of the agency agreement with Safeway, Inc.
The Merger Agreement provides that, promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, in addition to its rights under applicable law and the Company's Certificate of Incorporation and By-Laws, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board and the boards of each of its Subsidiaries as shall give Purchaser representation on the board and the Boards of each of its Subsidiaries equal to the product of the total number of directors on the Board and the Boards of each of its Subsidiaries (giving effect to the directors elected pursuant to this sentence), multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any Affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees to be elected as directors of the Company and each of its Subsidiaries, including increasing the size of the Board and the Boards of each of its Subsidiaries or securing the resignations of incumbent directors, or both. The Merger Agreement also provides that, at such times, the Company shall use all reasonable efforts to cause persons designated by Purchaser to constitute the same percentage as persons designated by Purchaser shall constitute of the Board of each committee of the Board to the extent permitted by applicable law.
The Merger Agreement provides that the Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 6.03 thereof and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. The Merger Agreement further provides that Parent or Purchaser shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1.
The Merger Agreement provides that following the election of designees of Purchaser in accordance with the second preceding paragraph and prior to the Effective Time, any amendment of the Merger Agreement, or the Certificate of Incorporation or the By-laws of the Company, any termination of the Merger Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Purchaser or waiver of any of the Company's rights thereunder, will require the concurrence of a majority of those directors of the Company then in office who were neither designated by Purchaser nor are employees of the Company.
Pursuant to the Merger Agreement, from the date thereof until the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the transactions contemplated by the Merger Agreement reasonable access at all reasonable times to the officers, employees, agents, properties, offices, plants and other facilities, books and records of the Company and each Subsidiary, and shall furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for
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the transactions contemplated by the Merger Agreement with all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request and Parent and Purchaser have agreed to keep such information confidential pursuant to a separate Confidentiality Agreement. The Company, Parent and Purchaser each also agree to promptly advise each other of information required to update or correct any document filed, published or issued by such parties pursuant to the Offer, the Stockholders' Meeting or Proxy Statement.
The Merger Agreement provides that the Company will, and will direct and use reasonable efforts to cause its officers, directors, employees, representatives and agents to, immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal (as defined below). The Company will not, nor will it permit any of its Subsidiaries to, nor will it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Acquisition Proposal or (ii) participate in any discussions or negotiations regarding any Acquisition Proposal, provided, however, that if, at any time prior to the consummation of the Offer, the Board of Directors of the Company determines in good faith, after receipt of advice from its outside counsel, that it is necessary to do so in order to comply with its fiduciary duties to the Company's stockholders under applicable law, the Company may, in response to an Acquisition Proposal which was not solicited by or on behalf of the Company subsequent to the date hereof, and subject to compliance with Section 6.05(b) and (c) of the Merger Agreement,
(x) furnish information with respect to the Company to any person pursuant to a customary confidentiality agreement (as determined by the Company after receipt of written advice from its outside counsel) and (y) participate in negotiations regarding such Acquisition Proposal. The Merger Agreement defines "Acquisition Proposal" as any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of 15% or more of the assets of the Company and its Subsidiaries or 15% or more of any class of equity securities of the Company or any of its Subsidiaries, any tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or more of any class of equity securities of the Company or any of its Subsidiaries, any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, other than the transactions contemplated by the Merger Agreement, or any other transaction that could reasonably be expected to prevent or materially delay the consummation of the Offer or Merger.
The Merger Agreement further provides that except as set forth therein, neither the Board of Directors of the Company nor any committee thereof shall
(i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Parent or Purchaser, the approval or recommendation by such Board of Directors or such committee of the Offer, the Merger, the Transactions or the Merger Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iii) cause the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal within any Person other than the Parent or its Affiliates. Notwithstanding the foregoing, in the event that prior to the Offer, the Board of Directors of the Company determines in good faith, after receipt of advice from outside counsel, that it is necessary to do in order to comply with its fiduciary duties to the Company's stockholders under applicable law, the Board of Directors of the Company may (x) withdraw or modify its approval or recommendation of the Offer, the Merger, the Transactions or the Merger Agreement, or (y) approve or recommend a Superior Proposal (as defined below) or terminate the Merger Agreement and, if it so chooses, cause the Company to enter into any agreement with respect to any Superior Proposal). The Merger Agreement defines "Superior Proposal" as any bona fide proposal made by a third party to acquire, directly or indirectly, for consideration consisting of cash and/or securities, more than 50% of the combined voting power of the shares of the Company's Common Stock then outstanding or all or substantially all of the assets of the Company and its Affiliates on terms which the Board determines in its good faith judgment to be more favorable to the Company's stockholders than the Offer and the Merger, and for which financing is committed or, in the good faith judgment of the Board, is
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reasonably likely to be timely obtained, and also taking into account the likelihood of any prohibition of, or delay in closing, such Superior Proposal under applicable antitrust law.
In addition to the obligations of the Company summarized in the preceding two paragraphs, the Merger Agreement provides that if the Company intends to withdraw or amend its recommendation of the Offer in accordance with Section 6.05 of the Merger Agreement, the Company shall give Purchaser 48 hours advance written notice, such notice to specify the identity of any third party that has made an Acquisition Proposal and the material terms of such Acquisition Proposal. Following the delivery of such notice, the Company has also agreed promptly to inform the Purchaser of material developments with respect to such Acquisition Proposal.
The Merger Agreement provides that Parent agrees that for a period of two years immediately following the Effective Time, it will, or will cause the Surviving Corporation and its Subsidiaries to, continue to maintain employee benefit and welfare plans, programs, contracts, agreements, severance plans and policies (each referred to, for purposes of this paragraph, as a "plan"), for the benefit of active employees of the Company and its Subsidiaries which in the aggregate provide benefits that are comparable to and no less favorable than, benefits provided to such active employees on the date of the Merger Agreement, or to provide during such period benefits equivalent to those provided under corresponding plans of Travelers or Travelers' Subsidiaries if such benefits are greater. Parent guaranteed the Surviving Corporation's performance of such obligations.
Pursuant to the Merger Agreement, Parent and Purchaser agreed to honor, without modification, and after the purchase of Shares pursuant to the Offer, Parent agreed to cause the Company and its Subsidiaries to honor, all contracts, agreements, arrangements, policies, plans and commitments of the Company (or any of its Subsidiaries) in effect as of the date of the Merger Agreement which are applicable to any employee or former employee or any director or former director of the Company (or any of its Subsidiaries) set forth therein, including, without limitation, the Company's Executive Retention Plan dated May 13, 1997, as amended on July 8, 1997 and July 21, 1997.
Pursuant to the Merger Agreement, Parent and Purchaser agreed to allow active employees of the Company to be eligible to participate in incentive compensation plans and stock option plans applicable to Travelers or its Subsidiaries on terms comparable to the terms on which employees of comparable status and seniority at other comparable Subsidiaries of Parent participate.
The Merger Agreement further provides that the Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than are set forth in Article 8 of the Certificate of Incorporation of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would materially and adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by law.
The Merger Agreement also provides that, regardless of whether the Merger becomes effective, the Company shall indemnify and hold harmless, and after the Effective Time indemnify and hold harmless, each present and former director, officer, employee, fiduciary and agent of the Company and each Subsidiary to the fullest extent permitted under the Certificate of Incorporation and the By-laws of the Company for a period of six years after the date of the Merger Agreement.
The Merger Agreement provides that the Parent and the Surviving Corporation shall use their respective reasonable best efforts to maintain in effect for six years from the Effective Time, if available, the current directors' and officers' liability insurance policies maintained by the Company (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are not materially less favorable) with respect to matters occurring prior to the Effective Time; provided, however, that if the existing policies expire, are terminated or canceled during such period Parent or the Surviving Corporation will use its reasonable best efforts to obtain substantially similar policies. Notwithstanding the foregoing, in no event shall Parent or the Surviving Corporation be required to expend pursuant to the Merger Agreement more than an amount per year equal to 200% of current annual premiums paid by the Company for such insurance.
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The Merger Agreement provides that, subject to its terms and conditions, each of the parties thereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by the Merger Agreement, including, without limitation, using all reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of the Merger Agreement, the proper officers and directors of each party to the Merger Agreement are required to use their reasonable best efforts to take all such action.
The Merger Agreement provides that if any "fair price," "moratorium," "control share acquisition" or other similar antitakeover statute or regulation enacted under state or federal laws in the United States, including, without limitation, Section 203 of the Delaware Code, is or may become applicable to the Offer, the Merger, the Merger Agreement, or any Transactions, the Company and the members of its Board of Directors (or any required and duly constituted Committee thereof) will grant such approvals, and take such actions as are necessary so that the transactions contemplated by the Merger Agreement may be consummated as promptly as practicable on the terms contemplated thereby and otherwise act to eliminate or minimize the effects of any Takeover Statute on any of the transactions contemplated thereby.
The Merger Agreement provides that, following the consummation of the Offer but prior to the Effective Time, (i) the Company will, if requested by the Purchaser, issue Shares to the Purchaser representing a maximum of 19.9% of the Shares outstanding immediately prior to such issuance and (ii) the Company will terminate the Credit Agreement between the Company and The Northern Trust Company.
Representations and Warranties. The Merger Agreement contains various customary representations and warranties of the parties thereto, including, without limitation, representations by the Company as to the organization and qualification, capitalization, authority to enter into the transactions contemplated by the Merger Agreement, no conflicts, required filings and consents, compliance with law, Commission filings, financial statements, absence of certain changes or events concerning the Company's business, absence of litigation, employee benefit plans, labor matters, offer documents, taxes, brokers, certain contracts, real property and leases, trademarks, patents, copyrights and intellectual property, environmental matters, state takeover statutes, insurance and agents. The Merger Agreement also contains customary representations and warranties of the Parent and Purchaser as to corporate organization, authority relative to the Merger Agreement, no conflict, required filings and consents, financing, offer documents, and brokers. The representations and warranties in the Merger Agreement shall terminate at the Effective Time or upon the termination of the Merger Agreement pursuant to the terms thereof.
Conditions to the Merger. Under the Merger Agreement, the respective obligations of each party to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) the Merger Agreement and the transactions contemplated thereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company to the extent required by Delaware Law; (b) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the acquisition of Shares by Parent or Purchaser or any Affiliate of either of them illegal or otherwise restricting, preventing consummation of the Transactions; and (c) Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.
Termination: Fees and Expenses. The Merger Agreement provides that it may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of the Merger Agreement and the Transactions by the stockholders of
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the Company: (a) by mutual written consent duly authorized by the Boards of Directors of Parent, Purchaser and the Company; (b) by either Parent, Purchaser or the Company if (i) the Offer is not completed on or before August 30, 1998; provided, however, that the right to terminate the Merger Agreement under this clause (i) shall not be available to any party whose failure to fulfill any obligation under the Merger Agreement has been the cause of, or resulted in, the failure to complete the Offer on or before such date; (ii) the Effective Time shall not have occurred on or before October 30, 1998; provided, however, that the right to terminate the Agreement under this clause (ii) shall not be available to any party whose failure to fulfill any obligation under the Merger Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before such date; or (iii) any Governmental Authority shall have enacted or promulgated any law, rule or regulation or shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the Offer or Merger or making the acquisition of Shares by Parent or Purchaser, or any Affiliate thereof, illegal, and such law, rule, regulation and such order, decree, ruling or other action shall remain in effect or have become final and nonappealable; (c) by Parent if (i) due to an occurrence or circumstance that would result in a failure to satisfy any condition listed in Section 15 of the Offer or the continuing existence of those conditions set forth in Section 15 of the Offer, Purchaser shall have (A) failed to commence the Offer within 5 Business Days following the date of the Merger Agreement, (B) terminated the Offer without having accepted any Shares for payment thereunder or (C) failed to pay for Shares pursuant to the Offer within 75 calendar days following the commencement of the Offer, unless such failure to pay for Shares shall have been caused by or resulted from the failure of Parent or Purchaser to perform in any material respect any material covenant or agreement of either of them contained in the Merger Agreement or the material breach by Parent or Purchaser of any material representation or warranty of either of them contained in the Merger Agreement; or (ii) prior to the purchase of Shares pursuant to the Offer the Board or any committee thereof shall have withdrawn or modified in a manner adverse to Purchaser or Parent its approval or recommendation of the Offer, the Merger Agreement, the Merger or any other Transaction or shall have taken any action to facilitate (other than as contemplated by the Agreement) any Acquisition Proposal; or (d) by the Company, upon approval of the Board, if (i) Purchaser shall have (A) failed to commence the Offer within 5 Business Days following the date of the Merger Agreement, (B) terminated the Offer without having accepted any Shares for payment thereunder or (C) failed to pay for Shares pursuant to the Offer within 75 calendar days following the commencement of the Offer, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to perform in any material respect any material covenant or agreement of it contained in the Merger Agreement or the material breach by the Company of any representation or warranty of it contained in the Merger Agreement; or (ii) the Board shall have withdrawn or modified in a manner adverse to Purchaser or Parent its approval or recommendation of the Offer, the Agreement, the Merger or any other Transaction in order to enter into any agreement for any Acquisition Proposal.
In the event of the termination of the Merger Agreement pursuant to the terms of the Merger Agreement, the Merger Agreement provides that it shall forthwith become void and there shall be no liability thereunder on the part of any party thereto except under the provisions of the Merger Agreement related to fees and expenses described below, and under certain other provisions of the Merger Agreement which survive termination provided, nothing in the Merger Agreement shall relieve any party from liability for any breach of the Merger Agreement.
The Merger Agreement provides that (a) in the event that (i) the Merger Agreement is terminated pursuant to clause (c)(ii) or (d)(ii) of the second preceding paragraph, (ii) the Merger Agreement is terminated pursuant to clause
(b) of the second preceding paragraph and (A) an Acquisition Proposal shall have been publicly disclosed prior to the date of such termination and (B) a Superior Proposal shall have been consummated on or prior to the first anniversary of such termination, the Company shall pay Parent promptly (but, in no event later than three Business Days after such termination shall have occurred or such Superior Proposal shall have been consummated, as the case may be), a fee of $10,000,000 (the "Fee"), which amount shall be payable in immediately available funds.
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Except as set forth in the Merger Agreement, the Merger Agreement provides that all costs and expenses incurred in connection with the Merger Agreement and the Transactions shall be paid by the party incurring such expenses, whether or not any Transaction is consummated.
The Merger Agreement provides that in the event that the Company fails to pay the Fee when due, the Company shall reimburse Parent and the Purchaser for the costs and expenses actually incurred or accrued by Parent and the Purchaser (including, without limitation, fees and expenses of counsel) in connection with the collection and enforcement of Section 8.03 of the Merger Agreement, together with interest on such unpaid Fee, commencing on the date that the Fee became due, at a rate of interest equal to the Base Rate periodically announced by Citibank, N.A., plus two percent.
12. PURPOSE OF THE OFFER AND THE MERGER; PLANS FOR THE COMPANY
Purpose of the Offer and the Merger. The purpose of the Offer and the Merger is for Purchaser to acquire control of, and the entire equity interest in, the Company. Unless the Minimum Condition is waived, consummation of the Offer will provide Purchaser with at least a majority equity interest in the Company. The Merger will allow Purchaser to acquire all outstanding Shares not tendered and purchased pursuant to the Offer. The acquisition of the entire equity interest in the Company has been structured as a cash tender offer and a cash merger in order to provide a prompt and orderly transfer of ownership of the Company from the public stockholders of the Company to Parent. The purchase of Shares pursuant to the Offer will be a precondition for the Merger to be consummated. After consummation of the Offer, Parent and Purchaser may continue to assess various aspects of the Company's business and operations to maximize Company's strengths in implementing Parent's long-term strategy.
Under Delaware Law, the approval of the Board and the affirmative vote of the holders of a majority of the outstanding Shares is required to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. The Board of Directors of the Company has unanimously approved and adopted the Merger Agreement and the transactions contemplated thereby, and, unless the Merger is consummated pursuant to the short-form merger provisions under Delaware Law described below, the only remaining required corporate action of the Company is the approval and adoption of the Merger Agreement and the transactions contemplated thereby by the affirmative vote of the holders of a majority of the Shares. Accordingly, if the Minimum Condition is satisfied, Purchaser will have sufficient voting power to cause the approval and adoption of the Merger Agreement and the transactions contemplated thereby without the affirmative vote of any other stockholder.
In the Merger Agreement, the Company has agreed to take all action necessary to convene a meeting of its stockholders as soon as practicable after the consummation of the Offer for the purpose of considering and taking action on the Merger Agreement and the transactions contemplated thereby, if such action is required by Delaware Law. Parent and Purchaser have agreed that all Shares owned by them and their subsidiaries will be voted in favor of the Merger Agreement and the transactions contemplated thereby.
If Purchaser purchases Shares pursuant to the Offer, the Merger Agreement provides that Purchaser will be entitled to designate representatives to serve on the Board in proportion to Purchaser's ownership of Shares following such purchase. See Section 11. Purchaser expects that such representation would permit Purchaser to exert substantial influence over the Company's conduct of its business and operations.
Under Delaware Law, if Purchaser acquires, pursuant to the Offer or otherwise, at least 90% of the outstanding Shares, Purchaser will be able to approve the Merger without a vote of the Company's stockholders. In such event, Parent, Purchaser and the Company have agreed in the Merger Agreement to take, at the request of Purchaser, all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders. If, however, Purchaser does not acquire at least 90% of the outstanding Shares pursuant to the Offer or otherwise and a vote of the Company's stockholders is required under Delaware Law, a significantly longer period of time would be required to effect the Merger. The Merger Agreement provides that, following the consummation of the Offer but prior to the Effective Time, (i) the Company will, if requested by the Purchaser, issue
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Shares to the Purchaser representing a maximum of 19.9% of the Shares outstanding immediately prior to such issuance and (ii) the Company will terminate the Credit Agreement between the Company and The Northern Trust Company.
No appraisal rights are available in connection with the Offer. However, if the Merger is consummated, stockholders will have certain rights under Delaware Law to dissent and demand appraisal of, and to receive payment in cash of the fair value of, their Shares. Such rights to dissent, if the statutory procedures are complied with, could lead to a judicial determination of the fair value of the Shares, as of the day prior to the date on which the stockholders' vote was taken approving the Merger or similar business combination (excluding any element of value arising from the accomplishment or expectation of the Merger), required to be paid in cash to such dissenting holders for their Shares. In addition, such dissenting stockholders would be entitled to receive payment of a fair rate of interest from the date of consummation of the Merger on the amount determined to be the fair value of their Shares. In determining the fair value of the Shares, the court is required to take into account all relevant factors. Accordingly, such determination could be based upon considerations other than, or in addition to, the market value of the Shares, including, among other things, asset values and earning capacity. In Weinberger v. UOP, Inc., the Delaware Supreme Court stated, among other things, that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered in an appraisal proceeding. Therefore, the value so determined in any appraisal proceeding could be the same, more or less than the purchase price per Share in the Offer or the Merger Consideration.
In addition, several decisions by Delaware courts have held that, in certain circumstances, a controlling stockholder of a company involved in a merger has a fiduciary duty to other stockholders which requires that the merger be fair to such other stockholders. In determining whether a merger is fair to minority stockholders, Delaware courts have considered, among other things, the type and amount of consideration to be received by the stockholders and whether there was fair dealing among the parties. The Delaware Supreme Court stated in Weinberger and Rabkin v. Phillip A. Hunt Chemical Corp. that the remedy ordinarily available to minority stockholders in a cash-out merger is the right to appraisal described above. However, a damages remedy or injunctive relief may be available if a merger is found to be the product of procedural unfairness, including fraud, misrepresentation or other misconduct.
The Commission has adopted Rule 13e-3 under the Exchange Act which is applicable to certain "going private" transactions and which may be under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which Purchaser seeks to acquire the remaining Shares not held by it. Purchaser believes, however, that Rule 13e-3 will not be applicable to the Merger, assuming it is consummated more than one year after the termination of the Offer. Rule 13e-3 requires, among things, that certain financial information concerning the Company and certain information relating to the fairness of the proposed transaction and the consideration offered to minority stockholders in such transaction, be filed with the Commission and disclosed to stockholders prior to the consummation of the transaction.
Plans for the Company. It is expected that, initially following the Merger, the business and operations of the Company will, except as set forth in this Offer to Purchase, be continued by the Company substantially as they are currently being conducted. Parent will continue to evaluate the business and operations of the Company during the pendency of the Offer and the Merger and after the consummation of the Offer and the Merger, and will take such actions as it deems appropriate under the circumstances then existing. Parent intends to seek additional information about the Company during this period. Thereafter, Parent intends to review such information as part of a comprehensive review of the Company's business, operations, capitalization and management with a view to optimizing the Company's potential in conjunction with Parent's businesses. It is expected that the business and operations of the Company would form an important part of Parent's future business plans. It is also the intention of the Parent that following the consummation of the Merger, the Company will operate as a part of Travelers. Travelers operates the payment services business of the Travel and Leisure and Payment Services segment of Parent. Established in 1940, Travelers currently sells 275 million money orders annually, and also provides official check, share draft processing, and electronic bill payment services for financial institutions. Its payment systems group currently services more than 5,000
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banks or financial institutions. Travelers currently processes annually about 750 million payment transactions valued at approximately $100 billion.
Except as indicated in this Offer to Purchase, Parent does not have any present plans or proposals which relate to or would result prior to the Merger in an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any subsidiary, a sale or transfer of a material amount of assets of the Company or any subsidiary to a third party, any change in the present capitalization or dividend policy or any other material changes in the Company's corporate structure or business, or the composition of the Board.
13. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES; EXCHANGE ACT LISTING; EXCHANGE ACT REGISTRATION; MARGIN REGULATIONS
The purchase of Shares by Purchaser pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and may reduce the number of holders of Shares, which could adversely affect the liquidity and market value of the remaining Shares held by stockholders other than Purchaser. Purchaser cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for or marketability of the Shares or whether it would cause future market prices to be greater or less than the Offer Price.
Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements of the NYSE for continued listing and may, therefore, be delisted from such exchange. According to the NYSE's published guidelines, the NYSE could consider delisting the Shares if, among other things, the number of publicly held Shares (excluding Shares held by officers, directors, their immediate families and other concentrated holdings of 10% or more) were less than 600,000, there were less than 1,200 holders of at least 100 Shares or the aggregate market value of the publicly held Shares was less than $5 million. If, as a result of the purchase of Shares pursuant to the Offer, the Shares no longer meet the requirements of the NYSE for continued listing and the listing of Shares on such exchanges is discontinued, the market for the Shares could be adversely affected. Parent currently intends to cause the delisting of the Shares by the NYSE following consummation of the Offer.
If the NYSE were to delist the Shares, it is possible that the Shares would trade on another securities exchange or in the over-the-counter market and that price quotations for the Shares would be reported by such exchange or through Nasdaq or other sources. The extent of the public market for the Shares and the availability of such quotations would, however, depend upon such factors as the number of holders and/or the aggregate market value of the publicly held Shares at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration of the Shares under the Exchange Act as described below, and other factors. Parent currently has no intention to seek a listing of the Shares on any other exchange or on Nasdaq.
The Shares are currently "margin securities" under the regulations of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding listing and market quotations, it is possible that following the Offer, the Shares would no longer constitute "margin securities" for the purposes of the margin regulations of the Federal Reserve Board and therefore could no longer be used as collateral for loans made by brokers.
The Shares are currently registered under the Exchange Act. Registration of the Shares under the Exchange Act may be terminated upon application of the Company to the Commission if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to its stockholders and to the Commission and would make certain provisions of the Exchange Act no longer applicable to the Company, such as the short-swing profit recovery provisions of
Section 16(b) of the Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with stockholders' meetings and the related requirement of
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furnishing an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to "going private" transactions. Further, the ability of "affiliates" of the Company and persons holding "restricted securities" of the Company to dispose of such securities pursuant to Rule 144 or 144A promulgated under the Securities Act may be impaired or eliminated. It is the current intention of Parent to deregister the Shares after consummation of the Offer if the requirements for termination of registration are met.
14. DIVIDENDS AND DISTRIBUTIONS
The Merger Agreement provides that the Company shall not, between the date of the Merger Agreement and the Effective Time, directly or indirectly, without the prior written consent of Parent, (a) issue, sell, pledge, dispose of, grant, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shares of capital stock of any class of the Company or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest), of the Company or any Subsidiary; (b) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property, or otherwise, with respect to any of its capital stock; or (c) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock. See Section 11.
15. CERTAIN CONDITIONS TO THE OFFER
Notwithstanding any other provision of the Offer, Purchaser shall not be required to accept for payment or pay for any Shares tendered pursuant to the Offer, and may terminate or amend the Offer and may postpone the acceptance for payment of and payment for Shares tendered, if (a) the Minimum Condition shall not have been satisfied, (b) any applicable waiting period under the HSR Act shall not have expired or been terminated prior to the expiration of the Offer,
(c) any Pre-Offer Approval shall not have been obtained; or (d) at any time on or after the date of the Merger Agreement, and prior to the acceptance for payment of Shares pursuant to the Offer, any of the following conditions shall exist:
(a) there shall be pending before any court any action or proceeding instituted by any Governmental Authority (i) that is reasonably likely to prohibit or limit materially the ownership or operation by the Company, Parent or any of their Subsidiaries, of all or any material portion of the business or assets of the Company and the Subsidiaries, taken as a whole, or any material portion of the business or assets of Parent and its Subsidiaries, taken as a whole, or to compel the Company, Parent or any of their Subsidiaries to dispose of or hold separate all or any material portion of the business or assets of the company and the Subsidiaries, taken as a whole, or Parent and its Subsidiaries taken as a whole, as a result of the Transactions; (ii) reasonably likely to impose or confirm limitations on the ability of Parent or Purchaser to exercise effectively full rights of ownership of any Shares, including, without limitation, the right to vote any Shares acquired by Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Company's stockholders including, without limitation, the approval and adoption of the Merger Agreement and the transactions contemplated thereby; or (iii) seeking to require divestiture by Parent or Purchaser of any Shares.
(b) there shall have been any action taken, or any statute, rule, regulation, legislation, interpretation, judgment, order or injunction enacted, entered, enforced, promulgated, amended, issued and deemed applicable to (i) Parent, the Company or any Subsidiary or Affiliate of Parent or the Company or (ii) any Transaction, by any Governmental Authority, domestic or foreign, which is reasonably likely to result, directly or indirectly in any of the consequences referred to in clauses
(i) through (iii) of paragraph (a) above;
(c) there shall have occurred, and be continuing, any change, condition, event or other development that, individually or in the aggregate, has a Material Adverse Effect;
(d) any representation or warranty of the Company in the Merger Agreement that is qualified by materiality or Material Adverse Effect shall not be true and correct, or without regard to such qualifications, any such representations or warranties shall not be true and correct so as to in aggregate
35

have a Material Adverse Effect, or any representation or warranty not so qualified shall not be true and correct in all material respects, in each case as if such representation or warranty was made as of such time on or after the date of the Merger Agreement (except for representations and warranties made as of a specific date which shall be true and correct as of such date) or the Company shall not have delivered to Parent a certificate of the Company to such effect signed by a duly authorized officer thereof and dated as of the date on which Parent shall first accept Shares for payment;
(e) the Company shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of the Company to be performed or complied with by it under the Merger Agreement;
(f) the Merger Agreement shall have been terminated in accordance with its terms; or
(g) Purchaser and the Company shall have agreed that Purchaser shall terminate the Offer or postpone the acceptance for payment of a payment for Shares thereunder.
The foregoing conditions are for the sole benefit of Purchaser and Parent and may be asserted by Purchaser or Parent regardless of the circumstances giving rise to any such condition or may be waived by Purchaser or Parent in whole or in part at any time and from time to time in their sole discretion (provided, however, that the Minimum Condition may not be waived without the prior approval of the Company and that no change may be made which decreases the price per Share payable in the Offer or which imposes conditions to the Offer in addition to those set forth in this Section 15). The failure by Parent or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and other circumstances shall not be deemed a waiver with respect to any other facts and circumstances; and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.
16. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS
General. Except as described in this Section 16, based upon a review of publicly available filings by the Company with the Commission and other publicly available information concerning the Company and the review of certain information furnished by the Company to Parent and discussions of representatives of Parent with representatives of the Company during Parent's investigation of the Company (see Section 10), neither Parent nor Purchaser is aware of any license or regulatory permit that appears to be material to the business of the Company and its subsidiaries, taken as a whole, that might be adversely affected by the acquisition of Shares by Purchaser or Parent pursuant to the Offer, the Merger or otherwise or, except as set forth below, of any approval or other action by any governmental, administrative or regulatory agency or authority, domestic or foreign, that would be required prior to the acquisition of Shares by Purchaser pursuant to the Offer, the Merger or otherwise. Should any such approval or other action be required, Purchaser and Parent currently contemplate that it will be sought. While Purchaser does not currently intend to delay the acceptance for payment of Shares tendered pursuant to the Offer pending the outcome of any such matter (subject to Purchaser's right to decline to purchase Shares if any of the conditions in Section 15 have occurred), there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that adverse consequences might not result to the business of the Company, Parent or Purchaser or that certain parts of the business of the Company, Parent or Purchaser might not have to be disposed of or other substantial conditions complied with in order to obtain such approval or other action or in the event that such approvals were not obtained or any other actions were not taken. Purchaser's obligation under the Offer to accept for payment and pay for Shares is subject to certain conditions, including conditions relating to certain of the legal matters discussed in this Section 16. See Section 15.
Pending Litigation. Following the April 6, 1998, announcement of the proposed acquisition of the Company by Parent and Purchaser, two putative class actions on behalf of stockholders of the Company were filed in the Delaware Court of Chancery. See Section 7.
State Takeover Laws. The Company is incorporated under the laws of the State of Delaware. In general, Section 203 of Delaware Law prevents an "interested stockholder" (generally a person who owns or
36

has the right to acquire 15% or more of a corporation's outstanding voting stock, or an affiliate or associate thereof) from engaging in a "business combination" (defined to include mergers and certain other transactions) with a Delaware corporation for a period of three years following the date such person became an interested stockholder unless, among other things, prior to such date the board of directors of the corporation approved either the business combination or the transaction in which the interested stockholder became an interested stockholder. On April 4, 1998, prior to the execution of the Merger Agreement, the Board of Directors of the Company, by unanimous vote of all directors present at a meeting held on such date, approved the Merger Agreement, determined that each of the Offer and the Merger is fair to, and in the best interest of, the stockholders of the Company. Accordingly, Section 203 is inapplicable to the Offer and the Merger.
A number of other states have adopted laws and regulations applicable to attempts to acquire securities of corporations which are incorporated, or have substantial assets, stockholders, principal executive offices or principal places of business, or whose business operations otherwise have substantial economic effects, in such states. In Edgar v. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987 in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana may, as a matter of corporate law and, in particular, with respect to those aspects of corporate law concerning corporate governance, constitutionally disqualify a potential acquiror from voting on the affairs of a target corporation without the prior approval of the remaining stockholders. The state law before the Supreme Court was by its terms applicable only to corporations that had a substantial number of stockholders in the state and were incorporated there.
The Company, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted takeover laws. Purchaser does not know whether any of these laws will, by their terms, apply to the Offer or the Merger and has not complied with any such laws. Should any person seek to apply any state takeover law, Purchaser will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event it is asserted that one or more state takeover laws is applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer, Purchaser might be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, Purchaser might be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer, and the Merger. In such case, Purchaser may not be obligated to accept for payment any Shares tendered. See Section 15.
Antitrust. Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division and the FTC and certain waiting period requirements have been satisfied. The acquisition of Shares by Purchaser pursuant to the Offer are subject to such requirements. See Section 2.
Pursuant to the HSR Act on April 10, 1998, Parent filed a Premerger Notification and Report Form with the Antitrust Division and the FTC in connection with the purchase of Shares pursuant to the Offer. Under the provisions of the HSR Act applicable to the Offer, the purchase of Shares pursuant to the Offer may not be consummated until the expiration of a 15-calendar day waiting period following the filing by Parent. Accordingly, the waiting period under HSR Act applicable to the purchase of Shares pursuant to the Offer will expire at 11:59 p.m., New York City time, on April 22, 1998, unless such waiting period is earlier terminated by the FTC and the Antitrust Division or extended by a request from the FTC or the Antitrust Division for additional information or documentary material prior to the expiration of the waiting period. Pursuant to the HSR Act, Parent has requested early termination of the waiting period applicable to the Offer. There can be no assurance, however, that the 15-day HSR Act waiting period will be terminated early. If either the FTC or the Antitrust Division were to request additional information or documentary material from the parties with respect to the Offer, the waiting period with respect to the Offer would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date of substantial compliance by Parent with such request. Thereafter, the waiting period could be extended only by court order, or the FTC or Antitrust Division could seek an injunction to prevent consummation of the transaction. If the acquisition of Shares is delayed
37

pursuant to a request by the FTC or the Antitrust Division for additional information or documentary material pursuant to the HSR Act, the Offer may, but need not, be extended and, in any event, the purchase of and payment for Shares will be deferred until 10 days after the request is substantially complied with, or until the waiting period is sooner terminated by the FTC and the Antitrust Division. Only extension of such waiting period pursuant to a request for additional information is authorized by the HSR Act and the rules promulgated thereunder, except by court order. Any such extension of the waiting period will not give rise to any withdrawal rights not otherwise provided for by applicable law. See Section 4. It is a condition to the Offer that the waiting period applicable under the HSR Act to the Offer expire or be terminated. See Section 2 and Section 15.
The FTC and the Antitrust Division frequently scrutinize the legality under the antitrust laws of transactions such as the proposed acquisition of Shares by Purchaser pursuant to the Offer. At any time before or after the purchase of Shares pursuant to the Offer by Purchaser, the FTC or the Antitrust Division could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or seeking the divestiture of Shares purchased by Purchaser or the divestiture of substantial assets of Parent, the Company or their respective subsidiaries. Private parties and state attorneys general may also bring legal action under federal or state antitrust laws under certain circumstances. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if such a challenge is made, what the result would be. See Section 15 for certain conditions to the Offer, including certain conditions with respect to litigation.
Federal Reserve Board Regulations. The margin regulations promulgated by the Federal Reserve Board place restrictions on the amount of credit that may be extended for the purpose of purchasing margin stock (including the Shares) if such credit is secured directly or indirectly by margin stock. Purchaser and Parent believe that the financing of the acquisition of the Shares will not be subject to the margin regulations.
State Change In Control Rules. The Company generally conducts its business pursuant to separate licenses issued by each of the states in which Company operates. Many of these states, as well as Puerto Rico and Canada, have state laws addressing a change in control of a licensee. Purchaser or Parent will be subject to these laws in connection with the Offer or the Merger. While these laws differ from jurisdiction to jurisdiction, they typically require prior notice to the licensing authority of a proposed change in control. In some cases, the licensing authority must approve the change in control in advance of a transaction effectuating a change in control. In other cases, express approval is not required prior to the change in control, but the relevant laws, expressly or by implication, authorize the licensing authority to deny a transaction resulting in a change in control. Some typical factors that may be considered by the licensing authorities when reviewing a change in control notice or application are the financial condition, competence, experience, and moral character of the acquiror, as well as an assessment of whether the acquiror will conduct the business of the licensee in compliance with applicable laws. There can be no assurance that the Purchaser or Parent will be able to satisfy or comply with such laws or that compliance or noncompliance will not have adverse consequences for the Company or any subsidiary or the Parent after purchase of the Shares pursuant to the Offer and the Merger.
Foreign Approvals. According to publicly available information, the Company conducts business in a number of other foreign countries and jurisdictions. In connection with the acquisition of the Shares pursuant to the Offer or the Merger, the laws of certain of those foreign countries and jurisdictions may require the filing of information with, or the obtaining of the approval or consent of, governmental authorities in such countries and jurisdictions. The governments in such countries and jurisdictions might attempt to impose additional conditions on the Company's operations conducted in such countries and jurisdictions as a result of the acquisition of the Shares pursuant to the Offer or the Merger. If such approvals or consents are found to be required the parties intend to make the appropriate filings and applications. In the event such a filing or application is made for the requisite foreign approvals or consents, there can be no assurance that such approvals or consents will be granted and, if such approvals or consents are received, there can be no assurance as to the date of such approvals or consents. In addition, there can be no assurance that the Purchaser will be able to cause the Company or its subsidiaries to satisfy or comply with such laws or that compliance or noncompliance will not have adverse consequences for the Company or any subsidiary after purchase of the Shares pursuant to the Offer or the Merger.
38

17. FEES AND EXPENSES
Purchaser and Parent have retained Salomon to act as the Financial Advisor and to provide certain financial advisory services in connection with the proposed acquisition of the Company (including acting as Dealer Manager). In connection with such services. Parent has agreed to pay Salomon a fee of $150,000 which was paid upon execution of the engagement letter; an additional fee of $250,000 contingent upon the rendering of certain advice to Parent as to the consideration to be paid in the Offer, and, which became payable upon receipt thereof; an additional fee of $250,000 contingent upon and, which became payable promptly following execution of the Merger Agreement; and an additional fee of $3.0 million (less the $650,000 payable pursuant to the preceding clauses), payable upon consummation of the Offer. If following or in connection with the termination or abandonment of the Offer and Merger, the Company receives a so-called "breakup", "termination", "topping" or similar fee or payment (except in certain circumstances), or obtains any profit on any option on any Shares, Salomon will be entitled to an additional cash fee equal to 10% of the excess (if any) of such fees, payments and profits over the direct out-of-pocket expenses incurred in connection with such transaction. Parent will also reimburse Salomon for certain reasonable out-of-pocket expenses, including reasonable attorneys' fees. Parent will also indemnify the Dealer Manager against certain liabilities and expenses in connection with the Offer, including certain liabilities under the federal securities laws. Purchaser and Parent have retained MacKenzie Partners, Inc. to act as the Information Agent and Norwest Bank Minnesota, N.A. to serve as the Depositary in connection with the Offer. The Dealer Manager and the Information Agent may contact holders of Shares by mail, telephone, telex, telecopy, telegraph and personal interview and may request banks, brokers, dealers and other nominee stockholders to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary each will receive reasonable and customary compensation for their services, be reimbursed for certain reasonable out-of-pocket expenses and be indemnified against certain liabilities and expenses in connection therewith, including certain liabilities and expenses under the federal securities laws.
Neither Purchaser nor Parent will pay any fees or commissions to any broker or dealer or other person or entity (other than as described in the preceding paragraph) in connection with the solicitation of tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will be reimbursed by Purchaser upon request for customary mailing and handling expenses incurred by them in forwarding material to their customers.
18. MISCELLANEOUS
Purchaser is not aware of any jurisdiction in which the making of the Offer is not in compliance with applicable law. If Purchaser becomes aware of any jurisdiction in which the making of the Offer would not be in compliance with applicable law, Purchaser will make a good faith effort to comply with any such law. If, after such good faith effort, Purchaser cannot comply with any such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares residing in such jurisdiction. In those jurisdictions whose securities or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer is being made on behalf of Purchaser by the Dealer Managers or one or more registered brokers or dealers which are licensed under the laws of such jurisdiction.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF PURCHASER NOT CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
39

Purchaser and Parent have filed with the Commission the Tender Offer Statement on Schedule 14D-1 pursuant to Rule 14d-3 under the Exchange Act, together with exhibits, furnishing certain additional information with respect to the Offer, and may file amendments thereto. Such Schedule 14D-1 and any amendments thereto, including exhibits, should be available for inspection and copies should be obtainable in the manner set forth in Section 8 (except that such material will not be available at the regional offices of the Commission).
Pine Valley Acquisition Corporation
April 10, 1998
40

SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT AND PURCHASER
The name, age, present principal occupation or employment and five-year employment history of each director and executive officer of Viad Corp ("Parent") and certain other information are set forth below. Unless otherwise indicated, the business address of each director and executive officer of Parent is: c/o Viad Corp, 1850 North Central Avenue, Phoenix, Arizona 85077. Unless otherwise indicated, each occupation set forth below next to an individual's name refers to employment with Parent. All directors and executive officers listed below are citizens of the United States. Unless otherwise indicated, each such person has held his or her present occupation as set forth below, or has been an executive officer of Parent, or the organization indicated, for the past five years.
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT

                                                PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL
                 NAME                    AGE         POSITIONS HELD, PRINCIPAL BUSINESS ADDRESS
                 ----                    ---    ----------------------------------------------------
Robert H. Bohannon.....................  53    Chairman, President and Chief Executive Officer of
                                               Parent. Director of Parent since 1996. Also Director
                                               of Purchaser. Prior to January, 1997, Mr. Bohannon
                                               served as President and Chief Operating Officer of
                                               Parent since August 15, 1996. Prior thereto he was
                                               President and Chief Executive Officer of Travelers
                                               Express Company, Inc. since 1993, and prior to that
                                               was a senior officer at Marine Midland Bank of
                                               Buffalo, New York.
Jess Hay...............................  67    Director of Parent since 1981. Chairman, Texas
                                               Foundation for Higher Education, and Chairman of the
                                               Board of HCB Enterprises Inc, a private investment
                                               firm. Retired Chairman and Chief Executive Officer of
                                               Lomas Financial Group. Also a director of Exxon
                                               Corporation, SBC Communications, Inc., and Trinity
                                               Industries, Inc. Mr. Hay's business address is: P.O.
                                               Box 239, Dallas, Texas 75221-0239.
Judith K. Hofer........................  58    Director of Parent since 1984. President and Chief
                                               Executive Officer of Filene's, a retail department
                                               store division of The May Department Stores Company.
                                               Ms. Hofer's business address is: c/o Filene's, 426
                                               Washington Street, Boston, Massachusetts 02108.
Jack F. Reichert.......................  67    Director of Parent since 1984. Chairman of the Board,
                                               Retired, and a director of Brunswick Corporation, a
                                               leader in marine power, pleasure boating and
                                               recreation products and services. Trustee, Carroll
                                               College; Executive in Residence, University of
                                               Wisconsin-Milwaukee; Director, Professional Bowlers
                                               Association. Mr. Reichert's business address is: c/o
                                               Brunswick Corporation, 1 North Field Court, Lake
                                               Forest, Illinois 60045-4811.
Linda Johnson Rice.....................  41    Director of Parent since 1992. President and Chief
                                               Operating Officer and a director of Johnson Publishing
                                               Company, Inc., publisher of Ebony and other magazines.
                                               Also a director of Bausch & Lomb Incorporated, and
                                               Kimberly-Clark Corporation. Ms. Johnson's business
                                               address is: c/o Johnson Publishing Company, Inc., 820
                                               South Michigan Avenue, Chicago, Illinois 60605.	

I-1

                                                PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL
                 NAME                    AGE         POSITIONS HELD, PRINCIPAL BUSINESS ADDRESS
                 ----                    ---    ----------------------------------------------------
Douglas L. Rock........................  51    Director of Parent since 1996. Chairman of the Board
                                               and Chief Executive Officer of Smith International,
                                               Inc., a supplier of products and services to the oil
                                               and gas drilling and production industry. Mr. Rock's
                                               business address is: c/o Smith International, Inc.,
                                               16470 Hardy Street, Houston, Texas 77032.
John C. Tolleson.......................  49    Director of Parent since 1997. Founder and former
                                               Chairman and Chief Executive Officer of First USA,
                                               Inc., a financial services company specializing in the
                                               credit card business; and currently Chairman of The
                                               Tolleson Group, a private investment group. Also a
                                               director of Banc One Corporation, Capstead Mortgage
                                               Corporation, and Paymentech, Inc. Mr. Tolleson's
                                               business address is: c/o The Tolleson Group, 1601 Elm
                                               Street, 47th Floor, Dallas, Texas 75201.
Timothy R. Wallace.....................  44    Director of Parent since 1996. President and Chief
                                               Operating Officer and a director of Trinity
                                               Industries, Inc., a manufacturer of railcars and
                                               equipment. Mr. Wallace's business address is: c/o
                                               Trinity Industries, Inc., 2525 Stemmons Freeway,
                                               Dallas, Texas 75207.
L. Gene Lemon..........................  57    Vice President -- Administration of Parent since 1996
                                               and prior thereto was Vice President and General
                                               Counsel of Parent.
Ronald G. Nelson.......................  56    Vice President -- Finance and Treasurer of Parent
                                               since 1994 and prior thereto was Vice
                                               President-Treasurer.
Peter J. Novak.........................  58    Vice President and General Counsel of Parent since
                                               1996. Prior to February, 1996, Mr. Novak was Deputy
                                               General Counsel of Parent, and prior to serving in
                                               that position was Group General Counsel of Parent.
Scott E. Sayre.........................  51    Secretary and Associate General Counsel of Parent
                                               since January, 1997. Prior to January, 1997, Mr. Sayre
                                               served as Assistant Secretary and Assistant General
                                               Counsel of the Parent since February, 1996, and prior
                                               thereto was Assistant General Counsel.
Richard C. Stephan.....................  58    Vice President -- Controller of Parent since 1980.
Wayne A. Wight.........................  55    Vice President -- Corporate Development of Parent,
                                               since February, 1998. Prior to February, 1998, Mr.
                                               Wight served as Executive Director -- Corporate
                                               Development of Parent.
Charles J. Corsentino..................  51    President and Chief Executive Officer of
                                               Exhibitgroup/Giltspur, a division of Parent, since
                                               1991.
Frederick J. Martin....................  63    President and Chief Executive Officer of Dobbs
                                               International Services, Inc., a subsidiary of Parent,
                                               since 1985.
Philip W. Milne........................  39    President and Chief Executive Officer of Travelers
                                               Express Company, Inc., a subsidiary of Parent, since
                                               August, 1996. Prior to August, 1996, Mr. Milne was
                                               Vice President -- General Manager -- Retail Payment
                                               Products of Travelers Express Company, Inc., since May
                                               15, 1993, and prior thereto served in similar
                                               executive capacities at Travelers Express Company,
                                               Inc.	

I-2

                                                PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL
                 NAME                    AGE         POSITIONS HELD, PRINCIPAL BUSINESS ADDRESS
                 ----                    ---    ----------------------------------------------------
Paul B. Mullen.........................  43    President and Chief Executive Officer of GES
                                               Exposition Services, Inc., a subsidiary of Parent.
                                               Prior to May, 1996, Mr. Mullen was President and Chief
                                               Executive Officer of Giltspur, Inc. Prior thereto, he
                                               was Executive Vice President and Chief Operating
                                               Officer of Giltspur, Inc. since 1994, and prior to
                                               that, he was President of the Pittsburgh Division of
                                               Giltspur, Inc. since 1992.	

DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER
The name, age, present principal occupation or employment and five-year employment history of, and certain other information relating to, each director and executive officer of Pine Valley Acquisition Corporation ("Purchaser") are set forth below. The present principal occupation or employment and five-year employment history of such persons who are executive officers of Parent are set forth earlier in this Schedule I. The business address of each director and executive officer of Purchaser is: c/o Viad Corp, 1850 North Central Avenue, Phoenix, Arizona 85077. Unless otherwise indicated, each occupation set forth next to an individual's name refers to employment with Purchaser. All directors and executive officers listed below are citizens of the United States.

                                                    PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
                 NAME                    AGE                  MATERIAL POSITIONS HELD
                 ----                    ---        -------------------------------------------
Robert H. Bohannon.....................  53    Director of Purchaser since March, 1998. (See
                                               information set forth above.)
Ronald G. Nelson.......................  56    Director, Vice President and Assistant Treasurer of
                                               Purchaser since March, 1998. (See information set
                                               forth above.)
Philip W. Milne........................  39    Director, President and Chief Executive Officer of
                                               Purchaser. (See information set forth above.)
Carol L. Lenhart.......................  47    Vice President and Treasurer of Purchaser since March,
                                               1998. Ms. Lenhart also is Vice President-Treasurer of
                                               Travelers, having been in that position since March,
                                               1997. Prior thereto Ms. Lenhart was Assistant
                                               Treasurer of SuperValu Inc. since 1993 and Director of
                                               Corporate Finance since 1989.
Anthony P. Ryan........................  35    Vice President and Chief Financial Officer and
                                               Assistant Treasurer of Purchaser since March, 1998.
                                               Mr. Ryan also is Vice President and Chief Financial
                                               Officer and Assistant Treasurer of Travelers since
                                               May, 1997; since September, 1996, he was Vice
                                               President-Division Controller; and since May, 1995,
                                               was Controller-Payment Systems Group. Prior to May,
                                               1995, he was Director of Finance or served in similar
                                               management positions at FirstData Corporation since
                                               August, 1985.
Scott E. Sayre.........................  51    Secretary of Purchaser since March, 1998. (See
                                               information set forth above.)	

I-3

The Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each stockholder of the Company or his broker, dealer, commercial bank or other nominee to the Depositary at one of its addresses set forth below.
The Depositary for the Offer is:
NORWEST BANK MINNESOTA, N.A.

         By Mail:               By Facsimile Transmission:         By Overnight Courier:

Norwest Shareowner Services           (612) 450-4163            Norwest Shareowner Services
      P.O. Box 64858               Confirm by Telephone:        161 North Concord Exchange
  St. Paul, MN 55164-0858             (612) 450-4110             Reorganization Department
                                                                 South St. Paul, MN 55075

                                         By Hand:

Norwest Shareowner Services                                    The Depository Trust Company
161 North Concord Exchange                                               1st Floor
         2nd Floor                                                    55 Water Street
 South St. Paul, MN 55075                                           New York, NY 10041	

Any questions or requests for assistance or additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent at its telephone numbers and location listed below. You may also contact your broker, dealer, commercial bank or trust company or nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
MacKenzie Partners, Inc. Logo
156 Fifth Avenue
New York, New York 10010
Call collect: (212) 929-5500
or
Call Toll-Free (800) 322-2885
The Dealer Manager for the Offer is:
SALOMON SMITH BARNEY
 333 South Hope Street
Los Angeles, California 90071
(213)253-1842 (Call Collect)

EXHIBIT 99(a)(2)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
MONEYGRAM PAYMENT SYSTEMS, INC.
AT $17.00 NET PER SHARE
PURSUANT TO THE OFFER TO PURCHASE DATED APRIL 10, 1998
BY
PINE VALLEY ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY
OF
VIAD CORP
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 NOON, NEW YORK CITY TIME,
ON FRIDAY, MAY 8, 1998, UNLESS THE OFFER IS EXTENDED.
This Letter of Transmittal (or a facsimile thereof), certificates for Shares and any other required documents should be sent or delivered by each stockholder of the Company or his or her broker, dealer, commercial bank or other nominee to the Depositary at one of its addresses set forth below.
The Depositary for the Offer is:
NORWEST BANK MINNESOTA, N.A.

         By Mail:                                                  By Overnight Courier:
Norwest Shareowner Services                                     Norwest Shareowner Services
      P.O. Box 64858                                             Reorganization Department
  St. Paul, MN 55164-0858                                       161 North Concord Exchange
                                                                 South St. Paul, MN 55075
                                         By Hand:
Norwest Shareowner Service                                     The Depository Trust Company
161 North Concord Exchange                                            55 Water Street
         2nd Floor                                                       1st Floor
 South St. Paul, MN 55075                                           New York, NY 10041	

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by stockholders of the shares of Common Stock, par value $.01 per share (collectively, the "Company Common Stock" or the "Shares"), of Pine Valley Acquisition Corporation, a Delaware corporation (the "Company"), in connection with the Offer to Purchase dated April 10, 1998 (the "Offer to Purchase") of PINE VALLEY ACQUISITION CORPORATION, a Delaware corporation ("Purchaser") and a wholly owned subsidiary of VIAD CORP, a Delaware corporation ("Parent"), to either (i) deliver certificates evidencing the Shares (the "Stock Certificates") herewith or (ii) deliver Shares by book-entry transfer to the Depositary's account at The Depository Trust Company ("DTC") or (the "Book-Entry Transfer Facility"), pursuant to the procedures set forth in Section 3 of the Offer to Purchase (as defined below). Stockholders whose Stock Certificates are not immediately available or who cannot deliver their Stock Certificates or deliver confirmation of the book-entry transfer of the Shares into

the Depositary's account at the Book-Entry Transfer Facility ("Book-Entry Confirmation") and all other documents required hereby to the Depositary prior to the Expiration Date and who wish to tender their Shares must do so pursuant to the guaranteed delivery procedure described in Section 3 in the Offer to Purchase. See Instruction 2.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY.
ACCOUNT INFORMATION
 (COMPLETE ONE METHOD OF TENDER ONLY)

[ ] Check here if Shares are being delivered in physical form and complete the following information:
Name of Registered Holder(s):

[ ] Check here if Shares are being delivered by book-entry transfer made to the account maintained by the Depositary with the Book-Entry Transfer Facility and complete the following:
Name of DTC Participant:

Account Number:

Transaction Code Number:

[ ] Check here if Shares are being delivered pursuant to a notice of guaranteed delivery previously delivered to the Depositary and complete the following:
Name of Record Holder(s):

Window Ticket No. (if any):

Date of Execution of Notice of Guaranteed Delivery:

Name of Eligible Institution that Guaranteed Delivery:

------------------------------------------------------------------------------------------------------------------------
                                             DESCRIPTION OF SHARES TENDERED
------------------------------------------------------------------------------------------------------------------------
  NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)                               TOTAL NUMBER
  (PLEASE FILL IN EXACTLY AS NAME APPEARS ON FACE           STOCK                OF SHARES                NUMBER
OF THE STOCK CERTIFICATES TENDERED OR ON A SECURITY      CERTIFICATE            REPRESENTED             OF SHARES
   POSITION LISTING WITH RESPECT TO SUCH SHARES)          NUMBER(S)*         BY CERTIFICATES**           TENDERED
------------------------------------------------------------------------------------------------------------------------

                                                      ---------------------------------------------------------------

                                                      ---------------------------------------------------------------

                                                      ---------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

  * Need not be completed by stockholders delivering Shares by book-entry transfer.
 ** Unless otherwise indicated, it will be assumed that all Shares evidenced by each Stock Certificate delivered to the
    Depositary are being tendered hereby. See Instruction 4.
------------------------------------------------------------------------------------------------------------------------	

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to PINE VALLEY ACQUISITION CORPORATION, a Delaware corporation ("Purchaser") and wholly owned subsidiary of VIAD CORP, a Delaware corporation ("Parent"), the above-described shares of Common Stock, par value $.01 per share (collectively, the "Shares"), of MoneyGram Payment Systems, Inc., a Delaware corporation (the "Company"), at $17.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase of Purchaser dated April 10, 1998 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the "Offer"). The undersigned understands that Purchaser reserves the right to transfer or assign, in whole or in part from time to time to Parent or one or more direct or indirect wholly owned subsidiaries of Parent, the right to purchase Shares tendered pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), subject to, and effective upon, acceptance for payment of the Shares tendered herewith in accordance with the terms and subject to the conditions of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser all right, title and interest in and to all of the Shares that are being tendered hereby and all other Shares or other securities or property issued or issuable in respect thereof on or after April 4, 1998 (such other Shares, securities or property other than the Shares being referred to herein as "Other Securities") and irrevocably appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares and all Other Securities with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (a) deliver Stock Certificates evidencing such Shares and all Other Securities, or transfer ownership of such Shares on the account books maintained by the Book-Entry Transfer Facility, together, in either case, with all accompanying evidences of transfer and authenticity, to or upon the order of Purchaser, upon receipt by the Depositary, as the undersigned's agent, of the purchase price (adjusted, if appropriate, as provided in the Offer to Purchase), (b) present such Shares and all Other Securities for transfer on the books of the Company, and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and all Other Securities, all in accordance with the terms of the Offer.
The undersigned hereby irrevocably appoints Parent, Robert H. Bohannon, Philip W. Milne and Michael J. Berry, and each of them, or any other designees of Purchaser, the attorneys and proxies of the undersigned, each with full power of substitution, to the full extent of the undersigned's rights, including to exercise such voting and other rights as each such attorney and proxy or his (or her) substitute shall, in his (or her) sole discretion, deem proper, and otherwise act (including pursuant to written consent), with respect to all of the Shares tendered hereby which have been accepted for payment by Purchaser (and any and all Other Securities issued or issuable in respect thereof on or after April 4, 1998), which the undersigned is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned meeting), or written consent in lieu of such meeting, or otherwise. This proxy and power of attorney is coupled with an interest in the Shares tendered hereby and is irrevocable and is granted in consideration of, and is effective upon, the acceptance for payment of such Shares by Purchaser in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke all prior proxies and consents granted by the undersigned with respect to such Shares and all Other Securities, and no subsequent proxy or power of attorney or written consent shall be given (and if given or executed, shall be deemed not to be effective) with respect thereto by the undersigned. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser's acceptance for payment of such Shares, Purchaser is able to exercise full voting and other rights with respect to such Shares (including voting at any meeting of stockholders then scheduled or acting by written consent without a meeting).
The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares and all Other Securities tendered hereby, and that when such

Shares are accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and that none of such Shares will be subject to any adverse claim. The undersigned, upon request, shall execute and deliver any signature guarantees or additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby and all Other Securities. In addition, the undersigned shall remit and transfer to the Depository for the account of Purchaser all Other Securities in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and pending such remittance or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of such Other Securities and may withhold the entire purchase price or value thereof, as determined by Purchaser in its sole discretion.
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that the valid tender of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, Purchaser may not be required to accept for payment any of the Shares tendered hereby. The Purchaser's acceptance for payment of Shares pursuant to the Offer will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated herein under "Special Payment Instructions," please issue the check for the purchase price and/or return any Stock Certificates evidencing Shares not tendered or not accepted for payment in the name(s) of the registered holder(s) appearing under "Description of Shares Tendered." Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check for the purchase price and/or return any Stock Certificates evidencing Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under "Description of Shares Tendered." In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the purchase price and/or return any Stock Certificates evidencing Shares not purchased (together with accompanying documents as appropriate) in the name(s) of, and deliver said check and/or return such Stock Certificates to, the person or persons so indicated.
Stockholders tendering Shares by book-entry transfer may request that any Shares not accepted for payment be returned by crediting such account maintained at the Book-Entry Transfer Facility as such stockholder may designate by making an appropriate entry under "Special Payment Instructions." The undersigned recognizes that Purchaser has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered holder(s) thereof if Purchaser does not accept for payment any of the Shares so tendered.

SPECIAL PAYMENT INSTRUCTIONS
 (SEE INSTRUCTIONS 1, 5, 6, AND 7)
To be completed ONLY if the check for the purchase price of Shares purchased or Stock Certificates evidencing Shares not tendered or not purchased are to be issued in the name of someone other than the undersigned.
Issue Check and/or Certificate(s) to:
Name
 (PLEASE PRINT)

Address
 (PLEASE PRINT)

(ZIP CODE)

(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)

(SEE SUBSTITUTE FORM W-9)
[ ] Check here if any of the Stock Certificates that you own and wish to tender have been lost, destroyed or stolen. (See Instruction 11.)
Number of Shares represented by lost, destroyed or stolen certificates:
SPECIAL DELIVERY INSTRUCTIONS
 (SEE INSTRUCTIONS 5 AND 7)
To be completed ONLY if the check for the purchase price of Shares purchased or Stock Certificates evidencing Shares not tendered or not purchased are to be mailed to someone other than the undersigned, or to the undersigned at an address other than that shown under "Description of Shares Tendered."
Mail Check and/or Certificate(s) to:
Name
 (PLEASE PRINT)

Address
 (PLEASE PRINT)

(ZIP CODE)

(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)

(SEE SUBSTITUTE FORM W-9)
(PLEASE ALSO COMPLETE THE ENCLOSED SUBSTITUTE FORM W-9 HEREIN)

IMPORTANT
STOCKHOLDERS SIGN HERE
 (ALSO COMPLETE SUBSTITUTE FORM W-9)
X

X

SIGNATURE(S) OF HOLDER(S)
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of corporation or any person acting in a fiduciary or representative capacity, please set forth full title and provide proper evidence of such capacity. See Instruction 5. For information concerning signature guarantees, see Instruction 1.)
Dated:
--------------------------- , 1998
Name(s):

(PLEASE TYPE OR PRINT)

Capacity (full title):

Address:

(INCLUDING ZIP CODE)

Area Code and
Telephone No. (Home): -----------------------------       (Business): --------------------------------------------	

Tax Identification or Social Security Number:

GUARANTEE OF SIGNATURE(S)
 (IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)

AUTHORIZED SIGNATURE

NAME (PLEASE PRINT OR TYPE)

FULL TITLE NAME OF FIRM

ADDRESS (INCLUDE ZIP CODE)

AREA CODE AND TELEPHONE NUMBER
Date:
--------------------------- , 1998

INSTRUCTIONS
 (FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER)
1. Guarantee of Signatures. All signatures on this Letter of Transmittal must be guaranteed by a firm which is a member of the Medallion Signature Guarantee Program, or by any other "eligible guarantor institution," as such is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an "Eligible Institution"), except in cases where (i) this Letter of Transmittal is signed by the registered holder(s) of Shares (which term, for the purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares) tendered hereby and such holder(s) has (have) not completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on this Letter of Transmittal or (ii) such Shares are tendered for the account of an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Stock Certificates; Guaranteed Delivery Procedures. This Letter of Transmittal is to be completed by stockholders either if Stock Certificates are to be forwarded herewith or if a tender of Shares is to be made pursuant to the procedures for delivery by book-entry transfer set forth in Section 3 of the Offer to Purchase. Stock Certificates evidencing all physically tendered Shares, or confirmation ("Book-Entry Confirmation") of any book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility of Shares delivered by book-entry transfer as well as a properly completed and duly executed Letter of Transmittal (or an Agent's Message, in the case of a book-entry transfer), must be received by the Depositary, at one of the addresses set forth herein prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase). If Stock Certificates are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each such delivery. Stockholders whose Stock Certificates are not immediately available, who cannot deliver their Stock Certificates and all other required documents to the Depositary prior to the Expiration Date or who cannot comply with the book-entry transfer procedures on a timely basis may tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure, (i) such tender must be made by or through an Eligible Institution, (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, must be received by the Depositary prior to the Expiration Date and (iii) the Stock Certificates evidencing all physically tendered Shares (or Book-Entry Confirmation with respect to such Shares), as well as a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees (or an Agent's Message, in the case of a book-entry transfer) and any other documents required by this Letter of Transmittal, must be received by the Depositary within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT STOCKHOLDERS USE AN OVERNIGHT OR HAND-DELIVERY SERVICE, PROPERLY INSURED. IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT SUCH CERTIFICATES AND DOCUMENTS BE SENT BY REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO INSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted. All tendering stockholders, by execution of this Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein under "Description of Shares Tendered" is inadequate, the certificate numbers and/or the number of Shares tendered should be listed on a separate signed schedule and attached hereto.

4. Partial Tenders. (Not applicable to stockholders who tender by book-entry transfer.) If fewer than all the Shares evidenced by any Stock Certificate submitted are to be tendered, fill in the number of Shares which are to be tendered in the box entitled "Number of Shares Tendered." In such case, new Stock Certificate(s) evidencing the remainder of the Shares that were evidenced by the old Stock Certificate(s) will be sent to the registered holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date. All Shares represented by Stock Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Stock Certificate(s) without alteration, enlargement or any change whatsoever. If any of the Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.
If any tendered Shares are registered in different names on several Stock Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Shares.
If this Letter of Transmittal is signed by the registered holder(s) of the Shares evidenced by Stock Certificates listed and transmitted hereby, no endorsements of Stock Certificates or separate stock powers are required unless payment is to be made to or Stock Certificates evidencing Shares not tendered or purchased are to be issued in the name of a person other than the registered holder(s), in which case the Stock Certificate(s) evidencing the Shares tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on such Stock Certificate(s). Signatures on such certificates and stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, the Stock Certificate(s) evidencing the Shares tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered stockholder or stockholders appear on the Stock Certificate(s). Signatures on such Stock Certificate(s) or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Stock Certificates or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or any person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Purchaser of such person's authority so to act must be submitted.
6. Stock Transfer Taxes. Except as set forth in this Instruction 6, Purchaser will pay or cause to be paid any stock transfer taxes with respect to the transfer and sale of Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if Stock Certificates evidencing Shares not tendered or purchased are to be registered in the name of, any person other than the registered holder(s), or if Stock Certificates evidencing tendered Shares are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such other person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. Except as provided in this instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificate(s) listed in this Letter of Transmittal.
7. Special Payment and Delivery Instructions. If a check for the purchase price of any Shares tendered hereby is to be issued, or Stock Certificate(s) evidencing Shares not tendered or not purchased are to be issued, in the name of a person other than the person(s) signing this Letter of Transmittal or if such check or any such Stock Certificate is to be sent and/or any Stock Certificates are to be returned to someone other than the signer above, or to the signer above but at an address other than that shown in the box entitled "Description of Shares Tendered" on the first page hereof, the appropriate boxes on this Letter of Transmittal should be completed. Stockholders tendering Shares by book-entry transfer may request that Shares not purchased be credited to such account maintained at the Book-Entry Transfer Facility as such stockholder

may designate under "Special Delivery Instructions." If no such instructions are given, any such Shares not purchased will be returned by crediting the account at the Book-Entry Transfer Facility designated above.
8. Request for Assistance or Additional Copies. Requests for assistance may be directed to, or additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from, the Information Agent or the Dealer Manager at the telephone numbers and addresses set forth below. Stockholders may also contact their broker, dealer, commercial bank or trust company.
9. Waiver of Conditions. Except as otherwise provided in the Offer to Purchase, Purchaser reserves the right in its sole discretion to waive in whole or in part at any time or from time to time any of the specified conditions of the Offer or any defect or irregularity in tender with regard to any Shares tendered.
10. Substitute Form W-9. The tendering stockholder is required to provide the Depositary with a correct Taxpayer Identification Number ("TIN"), generally the stockholder's social security or employer identification number, on Substitute Form W-9, which is provided under "Important Tax Information" below, and to certify, under penalties of perjury, whether he or she is subject to backup withholding of federal income tax. If a tendering stockholder is subject to backup withholding, he or she must cross out item (2) of the Certification Box in Part 2 on Substitute Form W-9. Failure to provide the information on Substitute Form W-9 may subject the tendering stockholder to 31% federal income tax withholding on the payment of the purchase price. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, he or she should write "Applied For" in the space provided for the TIN in Part 1, check the box entitled "Awaiting TIN" in Part 3, sign and date the Substitute Form W-9, and sign and date the Certificate of Awaiting Taxpayer Identification Number. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Depositary will withhold 31% of all payments made prior to the time a properly certified TIN is provided to the Depositary.
11. Mutilated, Lost, Stolen or Destroyed Certificates. Any holder of a Stock Certificate whose certificate(s) has been mutilated, lost, stolen or destroyed should (i) complete this Letter of Transmittal and check the appropriate box on this Letter of Transmittal and (ii) complete and return to the Depositary any additional documentation, including the posting of any indemnity bond, requested by the Depositary. If required by Purchaser, the holder will be required to post a bond in such reasonable amount as Purchaser may direct as indemnity against any claim that may be made against Parent, Purchaser or any of their respective affiliates with respect to such certificate(s).
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), PROPERLY COMPLETED AND DULY EXECUTED (OR AN AGENT'S MESSAGE, IN THE CASE OF A BOOK-ENTRY TRANSFER), TOGETHER WITH CERTIFICATES (OR BOOK-ENTRY CONFIRMATION) AND ALL OTHER REQUIRED DOCUMENTS OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder whose tendered Shares are accepted for payment is required to provide the Depositary (as payor) with such stockholder's correct TIN on Substitute Form W-9 below or otherwise establish a basis for exemption from backup withholding. If such stockholder is an individual, the TIN is such stockholder's Social Security Number. If the Depositary is not provided with the correct TIN or a certificate of exemption from backup withholding or other adequate basis for exemption, the stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service and payments made to a holder with respect to the Shares pursuant to the Offer may be subject to backup withholding. Failure to comply truthfully with the backup withholding requirements may also result in the imposition of severe criminal and/or civil fines or penalties.
Certain stockholders (including, among others, corporations and foreign individuals or entities) are not subject to these backup withholding requirements. Exempt stockholders should furnish their TIN, write

"Exempt" on the face of the substitute Form W-9, and sign, date and return the Substitute Form W-9 to the Depositary. A foreign individual or entity may qualify as an exempt recipient by submitting to the Depositary a properly completed Internal Revenue Service Form W-8, signed under penalties of perjury, attesting to that holder's foreign status. A Form W-8 can be obtained from the Depositary. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions.
If backup withholding applies, the Depositary is required to withhold 31% of any payments made to the stockholder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of tax, a refund may be obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a stockholder with respect to Shares tendered pursuant to the Offer, the stockholder is required to notify the Depositary of his or her correct TIN by completing the Substitute Form W-9 contained herein, certifying that the TIN provided on the Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN) and that (1) the stockholder is exempt from backup withholding, (2) the stockholder has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends, or (3) the Internal Revenue Service has notified the stockholder that he or she is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the social security number or employer identification number of the record owner of the Shares. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, he or she should write "Applied For" in the space provided for the TIN in Part 1, check the box entitled "Awaiting TIN" in Part 3, sign and date the Substitute Form W-9, and sign and date the Certificate of Awaiting Taxpayer Identification Number. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Depositary will withhold 31% of all payments made prior to the time a properly certified TIN is provided to the Depositary.

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                                         PAYER'S NAME: ------------------------
----------------------------------------------------------------------------------------------------------------------------
  SUBSTITUTE                  PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT   Social Security Number or
  FORM W-9                    AND CERTIFY BY SIGNING AND DATING BELOW.
                                                                                      /         /
                                                                                      ----------------------------
                                                                                      Taxpayer Identification Number
                             -----------------------------------------------------------------------------------------------
                              PART 2 -- Certification -- Under penalties of
                              perjury, I certify that:

  PAYER'S REQUEST FOR         (1) The number shown on this form is my correct Taxpayer Identification Number (or I am
  TAXPAYER IDENTIFICATION         waiting for a number to be issued to me), and
  NUMBER (TIN)                (2) I am not subject to backup withholding because (i) I am exempt from backup
                                  withholding, (ii) I have not been notified by the Internal Revenue Service ("IRS") that I
                                  am subject to backup withholding as a result of a failure to report all interest or
                                  dividends, or (iii) the IRS has notified me that I am no longer subject to backup
                                  withholding.
                             -----------------------------------------------------------------------------------------------

                              CERTIFICATION INSTRUCTIONS -- You must cross out item   PART 3 --
                              (2) in Part 2 above if you have been notified by the
                              IRS that you are currently subject to backup
                              withholding because of underreporting interest or       Awaiting TIN
                              dividends on your tax return. However, if after being   [ ]
                              notified by the IRS that you are subject to backup
                              withholding you received another notification from
                              the IRS stating that you are no longer subject to
                              backup withholding, do not cross out item (2).

                              Signature --------------------- Date -----------, 1998

                              Name (Please Print)-----------------------------------
----------------------------------------------------------------------------------------------------------------------------	

NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM
W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 31% of all reportable payments made to me will be withheld.

Signature                                                     Date ---------------------,
------------------------------------------------------------              1998
Name (Please Print)
------------------------------------------------------------------------------------------	

Any questions concerning the completion of this form or tender procedures or requests for additional copies of the Offer to Purchase or this Letter of Transmittal should be directed to the Information Agent for the Offer.
MacKenzie Partners, Inc. Logo
156 Fifth Avenue
New York, New York 10010
Call Collect: (212) 959-5500
or
Toll-Free (800) 322-2885
Any questions concerning the terms of the Offer should be directed to the Dealer Manager.
SALOMON SMITH BARNEY
 333 South Hope Street
Suite 3200
Los Angeles, California 90071
(213) 253-1842 (Call Collect)
Shares tendered, together with this Letter of Transmittal and any other required documents, must be delivered to the Depositary at its address set forth
on the front page hereof.

EXHIBIT 99(a)(3)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
MONEYGRAM PAYMENT SYSTEMS, INC.
AT
$17.00 NET PER SHARE
PURSUANT TO THE OFFER TO PURCHASE DATED APRIL 10, 1998
BY
PINE VALLEY ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY
OF
VIAD CORP
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 NOON,
NEW YORK CITY TIME, ON FRIDAY, MAY 8, 1998, UNLESS THE OFFER IS EXTENDED.
As set forth in Section 3 of the Offer to Purchase (as defined below), this Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) (i) if certificates ("Stock Certificates") evidencing shares of common stock, par value $.01 per share (the "Common Stock" or the "Shares") of MONEYGRAM PAYMENT SYSTEMS, INC., a Delaware corporation (the "Company"), are not immediately available, (ii) if Stock Certificates and all other required documents cannot be delivered to Norwest Bank Minnesota, N.A., as Depositary (the "Depositary"), prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase) or (iii) if the procedures for delivery by book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand or mail or transmitted by facsimile transmission to the Depositary. See Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
NORWEST BANK MINNESOTA, N.A.

         By Mail:               By Facsimile Transmission:         By Overnight Courier:
Norwest Shareowner Services           (612) 450-4163            Norwest Shareowner Services
      P.O. Box 64858               Confirm by Telephone:         Reorganization Department
  St. Paul, MN 55164-0858             (612) 450-4110            161 North Concord Exchange
                                                                 South St. Paul, MN 55075

                                         By Hand:
Norwest Shareowner Service                                     The Depository Trust Company
161 North Concord Exchange                                            55 Water Street
         2nd Floor                                                       1st Floor
 South St. Paul, MN 55075                                           New York, NY 10041	

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.
QUESTIONS REGARDING THE OFFER OR COMPLETION OF THIS NOTICE OF GUARANTEED DELIVERY SHOULD BE DIRECTED TO MACKENZIE PARTNERS, INC., THE INFORMATION AGENT FOR THE OFFER, AT 156 FIFTH AVENUE, NEW YORK, NEW YORK 10010. CALL COLLECT AT
(212) 929-5500 OR TOLL FREE AT (800) 322-2885.
Ladies and Gentlemen:
The undersigned hereby tenders to PINE VALLEY ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of VIAD CORP, a Delaware corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 10, 1998 (the "Offer to Purchase") and the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the "Offer"), receipt of each of which is hereby acknowledged, the number of Shares specified below pursuant to the guaranteed delivery procedure described in Section 3 of the Offer to Purchase.
The undersigned authorizes the Depositary to deliver this Notice of Guaranteed Delivery to Purchaser as evidence of the undersigned's acceptance of the terms and conditions of the Offer, including the terms and conditions of the Letter of Transmittal, and understands that the acceptance given hereby will be effective upon receipt of the Notice of Guaranteed Delivery by the Depositary, regardless of whether or when the certificate(s) for the tendered Shares (or confirmation of book entry transfer of the Shares into the Depositary's account at a Book-Entry Transfer Facility), the executed Letter of Transmittal (or, in the case of a book entry transfer, an Agent's Message), and any other required documents are received by the Depositary.
The undersigned hereby represents and warrants that the undersigned has full power and authority to accept the Offer. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary, Purchaser, Parent or the Company to be necessary or desirable to perfect the undersigned's acceptance of Offer, as indicated below.

-------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TO BE TENDERED
-------------------------------------------------------------------------------------------------------------
    NAME(S) AND ADDRESS(ES) OF
REGISTERED HOLDER(S) (PLEASE FILL
IN EXACTLY AS NAME APPEARS ON FACE                                TOTAL NUMBER
OF THE STOCK CERTIFICATES TENDERED          STOCK                  OF SHARES                  NUMBER
OR ON A SECURITY POSITION LISTING        CERTIFICATE              REPRESENTED               OF SHARES
   WITH RESPECT TO SUCH SHARES)           NUMBER(S)*           BY CERTIFICATES**             TENDERED
-------------------------------------------------------------------------------------------------------------

                                    ------------------------------------------------------------------------

                                    ------------------------------------------------------------------------

                                    ------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
  * Need not be completed by shareholders delivering Shares by book-entry transfer.
 ** Unless otherwise indicated, it will be assumed that all Shares evidenced by each Stock Certificate
    delivered to the Depositary are being tendered hereby.
-------------------------------------------------------------------------------------------------------------	

2

PLEASE SIGN AND COMPLETE
Name(s) of Record Holder:

Signature(s):

Name(s) (please print):

Address:

Area Code and Telephone Number:

Date:

GUARANTEE
 (NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member firm of the Medallion Signature Guarantee Program, or any other Eligible Institution as defined in the Offer to Purchase, hereby guarantees to deposit with the Depositary, at one of its addresses set forth above, certificates evidencing the Notes tendered hereby or timely confirmation of the book-entry transfer of the Stock Certificates into the Depositary's account at the book-entry transfer facility described in
Section 3 of the Offer to Purchase together with a properly completed and duly executed Letter of Transmittal, and any other documents required by the Letter of Transmittal, all within three (3) New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.
SIGN HERE
Name of Firm:

Authorized Signature:

Name (please type or print):

Title:

Address:

Area Code and Telephone Number:

Date:

DO NOT SEND SHARES WITH THIS FORM. ACTUAL SURRENDER OF SHARES MUST BE MADE PURSUANT TO, AND ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL (OR, IN THE CASE OF A BOOK ENTRY TRANSFER, AN AGENT'S MESSAGE) AND ANY OTHER REQUIRED DOCUMENTS.
3

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed and duly executed copy of this Notice of Guaranteed Delivery (or facsimile thereof) and any other documents required by this Notice of Guaranteed Delivery must be received by the Depositary at its address set forth herein on or prior to the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Depositary is at the election and risk of the holder, and the delivery will be deemed made only when actually received by the Depositary. Instead of delivery by mail, it is recommended that the holder use an overnight or hand-delivery service, properly insured. If delivery is by mail, it is recommended that such certificates and documents be sent by registered mail, properly insured, with return receipt requested. In all cases sufficient time should be allowed to assure timely delivery.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this Notice of Guaranteed Delivery is signed by the holder(s) of the Shares specified herein, the signature(s) must correspond with exactly the name(s) as written on the face of the Stock Certificates or on a security position listing with respect thereto without any alteration, enlargement or change whatsoever. If any of the tendered Shares are held by two or more persons, all such persons must sign this Notice of Guaranteed Delivery. If any of the tendered Shares are registered in different names, it will be necessary to complete, sign and submit as many separate Notices of Guaranteed Delivery as there are different registrations.
If this Notice of Guaranteed Delivery is signed by a person other than the holder(s) of any Shares specified herein or a participant of the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by appropriate stock powers, signed as the name of the holder(s) appears on the Stock Certificates or signed as the name of the participant shown on the Book-Entry Transfer Facility's security position listing.
If this Notice of Guaranteed Delivery or any other instruments of transfer are signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation, or other person(s) acting in a fiduciary or representative capacity, such person(s) should so indicate when signing and must submit proper evidence satisfactory to the Depositary and Purchaser of their authority so to act.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance or additional copies of the Offer to Purchase or the Letter of Transmittal or this Notice of Guaranteed Delivery should be directed to the Information Agent at the telephone number set forth on the cover hereof or at the address and telephone number set forth on the back cover page of the Letter of Transmittal and on the back cover page of the Offer to Purchase.
4

EXHIBIT 99(a)(4)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
MONEYGRAM PAYMENT SYSTEMS, INC.
AT
$17.00 NET PER SHARE
BY
PINE VALLEY ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY
OF
VIAD CORP
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 NOON, NEW YORK CITY TIME,
ON FRIDAY, MAY 8, 1998, UNLESS THE OFFER IS EXTENDED.
April 10, 1998
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by PINE VALLEY ACQUISITION CORPORATION, a Delaware corporation ("Purchaser") and a wholly owned subsidiary of VIAD CORP, a Delaware corporation ("Parent"), to act as Dealer Manager in connection with its offer to purchase all outstanding shares of common stock, par value $.01 per share (collectively, the "Shares"), of MONEYGRAM PAYMENT SYSTEMS, INC., a Delaware corporation (the "Company"), at $17.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase dated April 10, 1998 (the "Offer to Purchase") and in the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the "Offer"), copies of which are enclosed herewith.
For your information and for forwarding to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:
1. Offer to Purchase;
2. Letter of Transmittal for your use and for the information of your clients, together with Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 providing information relating to backup federal income tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the Shares and all other required documents cannot be delivered to the Depositary by the Expiration Date (as defined in the Offer to Purchase);
4. A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer;
5. Solicitation/Recommendation Statement on Schedule 14D-9 issued by the Company; and
6. A return envelope addressed to Norwest Bank Minnesota, N.A., as the Depositary.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of April 4, 1998 (the "Merger Agreement"), by and among Parent, Purchaser and the Company. The Merger Agreement provides that, among other things, following the consummation of the Offer and the satisfaction or waiver of the other conditions set forth in the Merger Agreement, Purchaser will be merged with and into the Company (the "Merger"). At the effective time of the Merger, each outstanding Share (other than Shares held in the treasury of the Company, owned by Parent, Purchaser or any wholly owned subsidiary of Parent or the Company or held by stockholders who perfect their dissenters' rights under Delaware law) will be converted into the right to receive the per Share price paid in the Offer, without interest.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE OFFER AND THE MERGER, HAS DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE STOCKHOLDERS OF THE COMPANY AND UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND APPROVE THE MERGER.
Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will be deemed to have accepted for payment, and will pay for, all Shares validly tendered and not properly withdrawn by the Expiration Date (as defined in the Offer to Purchase) if, as and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance of the tenders of such Shares for payment pursuant to the Offer. Payment for Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates evidencing such Shares or timely confirmation of a book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility (as defined in Section 3 of the Offer to Purchase), (ii) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or, in the case of a book-entry transfer, an Agent's Message (as defined in the Offer to Purchase) and (iii) any other documents required by the Letter of Transmittal.
In order to tender Shares pursuant to the Offer, a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agent's Message (in the case of any book-entry transfer), and any other documents required by the Letter of Transmittal, should be sent to the Depositary, and either certificates representing the tendered Shares should be delivered or such Shares must be delivered to the Depositary pursuant to the procedures for book-entry transfers, all in accordance with the instructions set forth in the Letter of Transmittal and the Offer to Purchase.
If holders of Shares wish to tender their Shares, but it is impracticable for them to deliver their certificates on or prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures specified in Section 3 of the Offer to Purchase.
Neither Parent nor Purchaser will pay any fees or commissions to any broker, dealer or other person (other than the Dealer Manager, the Information Agent and the Depositary as described in the Offer to Purchase) in connection with the solicitation of tenders of Shares pursuant to the Offer. Purchaser will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable expenses incurred by them in forwarding materials to their customers. Purchaser will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 NOON, NEW YORK CITY TIME, ON MAY 8, 1998, UNLESS THE OFFER IS EXTENDED.
2

Any inquiries you may have with respect to the Offer may be addressed to the Information Agent or the undersigned at the addresses and telephone numbers set forth on the back cover page of the Offer to Purchase. Requests for additional copies of the enclosed materials may be directed to the Information Agent or the Dealer Manager.
Very truly yours,
Salomon Smith Barney
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY PERSON THE AGENT OF PURCHASER, PARENT, THE COMPANY, ANY AFFILIATE OF THE COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
3

EXHIBIT 99(a)(5)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
MONEYGRAM PAYMENT SYSTEMS, INC.
AT
$17.00 NET PER SHARE
BY
PINE VALLEY ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY
OF
VIAD CORP
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 NOON, NEW YORK CITY TIME,
ON FRIDAY, MAY 8, 1998, UNLESS THE OFFER IS EXTENDED.
April 10, 1998
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated April 10, 1998 (the "Offer to Purchase") and the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the "Offer") and other materials relating to the Offer by PINE VALLEY ACQUISITION CORPORATION, a Delaware corporation ("Purchaser") and a wholly owned subsidiary of VIAD CORP, a Delaware corporation ("Parent"), to purchase all of the outstanding shares of common stock, par value $.01 per share (collectively, the "Shares"), of MONEYGRAM PAYMENT SYSTEMS, INC., a Delaware corporation (the "Company"), at $17.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer. Also enclosed is the letter to stockholders of the Company from the Chairman of the Board and Chief Executive Officer of the Company accompanied by the Company's Solicitation/Recommendation Statement on Schedule 14D-9. This material is being sent to you as the beneficial owner of Shares held by us for your account but not registered in your name. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.
We request instructions as to whether you wish to have us tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer.
Your attention is directed to the following:
1. The tender price is $17.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions of the Offer.
2. The Offer and withdrawal rights will expire at 12:00 Noon, New York City time, on Friday, May 8, 1998, unless the Offer is extended.
3. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of April 4, 1998 (the "Merger Agreement"), by and among Parent, Purchaser and the Company. The Merger Agreement provides that, among other things, following the consummation of the Offer and the satisfaction or waiver of the other conditions set forth in the Merger Agreement, Purchaser will be

merged with and into the Company (the "Merger"). At the effective time of the Merger, each outstanding Share (other than Shares held in the treasury of the Company, owned by Parent, Purchaser or any wholly owned subsidiary of Parent or the Company or held by stockholders who perfect their dissenters' rights under Delaware law) will be converted into the right to receive the per Share price paid in the Offer, without interest.
4. Purchaser reserves the right, in its sole discretion, at any time or from time to time, subject to the terms of the Merger Agreement, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to Norwest Bank Minnesota, N.A. (the "Depositary"). Any such extension will be followed as promptly as practicable by a public announcement thereof no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled date on which the Offer was to expire. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer. If, on the initial scheduled expiration date of the Offer, (A) the sole condition remaining unsatisfied is either (x) the failure of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act") to have expired or been terminated, or (y) the failure to obtain a Pre-Offer Approval relating to certain regulatory approvals (as defined in the Merger Agreement), the Purchaser shall extend the Offer from time to time until five business days after the later of expiration or termination of the waiting period under the HSR Act or the receipt of all Pre-Offer Approvals or (B) if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is due to the Company's failure to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of the Company to be performed or complied with by it under the Merger Agreement, the Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured (provided that Purchaser shall not be required to extend the Offer under (A) or (B) above beyond 45 calendar days after such initial scheduled expiration date).
5. The Board of Directors of the Company has unanimously approved the Merger Agreement, the Offer and the Merger, has determined that the Offer and the Merger are fair to and in the best interests of the stockholders of the Company and unanimously recommends that stockholders accept the Offer and approve the Merger.
6. The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn prior to the expiration of the Offer, at least that number of Shares constitute a majority of the outstanding Shares of the Company on a fully diluted basis ("Minimum Condition"). Subject to the terms of the Merger Agreement, the Offer is also subject to other terms and conditions set forth in the Offer to Purchase, which may be waived by Purchaser or Parent in whole or in part at any time and from time to time in their sole discretion, provided, however, that the Minimum Condition may not be waived without the prior approval of the Company and that no change may be made which decreases the price per Share payable in the Offer or which imposes conditions to the Offer in addition to those set forth in the Merger Agreement.
7. Any stock transfer taxes applicable to the sale of Shares to Purchaser pursuant to the Offer will be paid by Purchaser, except as otherwise provided in Instruction 6 of the Letter of Transmittal.
The Offer is being made to all holders of Shares. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by Salomon Smith Barney or one or more registered brokers or dealers licensed under the laws of such jurisdictions.
If you wish to have us tender any or all of the Shares held by us for your account, please so instruct us by completing, executing and returning to us the instruction form set forth below. Please forward your instructions to us in ample time to permit us to submit a tender on your behalf prior to the expiration of the Offer. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified on the instruction form set forth below.
2

INSTRUCTIONS WITH RESPECT TO
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
MONEYGRAM PAYMENT SYSTEMS, INC.
AT $17.00 NET PER SHARE
BY
PINE VALLEY ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY
OF
VIAD CORP
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase dated April 10, 1998 and the related Letter of Transmittal, in connection with the offer by PINE VALLEY ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of VIAD CORP, a Delaware corporation, to purchase for cash all outstanding shares of common stock, par value $.01 per share (collectively, the "Shares"), of MONEYGRAM PAYMENT SYSTEMS, INC., a Delaware corporation.
This will instruct you to tender the number of Shares indicated below (or if no number is indicated below, all Shares) that are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer and the related Letter of Transmittal.
Dated:
--------------------------- , 1998
NUMBER OF SHARES TO BE TENDERED: --------------------------- SHARES*
Signature(s):

Please Print Name(s):

Please Print Address(es):

Area Code and Telephone Number(s):
 Tax Identification or Social Security Number(s):
* I (We) understand that if I (we) sign this instruction form without indicating a lesser number of Shares in the space above, all Shares held by you for my
(our) account will be tendered.

EXHIBIT 99(a)(6)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYOR.--Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payor.
NAME. If you are an individual, you must generally enter the name shown on your social security card. However, if you have changed your name, for instance, due to marriage, without informing the Social Security Administration of the name change, please enter your first name, the last name shown on your social security card, and your new last name.

------------------------------------------------------------
                                         GIVE THE NAME AND
                                         SOCIAL SECURITY
                                         NUMBER OR
                                         EMPLOYER
                                         IDENTIFICATION
FOR THIS TYPE OF ACCOUNT:                NUMBER OF--
------------------------------------------------------------
 1.  Individual                          The individual
 2.  Two or more individuals (joint      The actual owner of
     account)                            the account or, if
                                         combined funds, the
                                         first individual on
                                         the account(1)
 3.  Custodian account of a minor        The minor(2)
     (Uniform Gift to Minors Act)
 4.  a. The usual revocable savings      The grantor-
        trust account (grantor is also   trustee(1)
        trustee)
     b. So-called trust account that is  The actual owner(1)
        not a legal or valid trust
        under state law
 5.  Sole proprietorship                 The owner(3)
------------------------------------------------------------	

------------------------------------------------------------
                                         GIVE THE NAME AND
                                         SOCIAL SECURITY
                                         NUMBER OR
                                         EMPLOYER
                                         IDENTIFICATION
FOR THIS TYPE OF ACCOUNT:                NUMBER OF--
------------------------------------------------------------
 6.  A valid trust, estate, or pension   The legal entity(4)
     trust
 7.  Corporate                           The corporation
 8.  Association, club, religious,       The organization
     charitable, educational, or other
     tax-exempt organization
 9.  Partnership                         The partnership
10.  A broker or registered nominee      The broker or
                                         nominee
11.  Account with the Department of      The public entity
     Agriculture in the name of a
     public entity (such as a state or
     local government, school district,
     or prison) that receives agricul-
     tural program payments
------------------------------------------------------------	

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or your employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title).
NOTE: If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
Note: Section references are to the Internal Revenue Code of 1986, as amended, unless otherwise noted.
PURPOSE OF FORM. A person who is required to file an information return with the IRS must get your correct Taxpayer Identification Number ("TIN") to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 to give your correct TIN to the requester (the person requesting your TIN) and, when applicable, (1) to certify the TIN you are giving is correct (or you are waiting for a number to be issued), (2) to certify you are not subject to backup withholding, or (3) to claim exemption from backup withholding if you are an exempt payee.
NOTE: If a requester gives you a form other than a W-9 to request your TIN, you must use the requester's form if it is substantially similar to Form W-9.
WHAT IS BACKUP WITHHOLDING? Persons making certain payments to you must withhold and pay to the IRS 31% of such payments under certain conditions. This is called "backup withholding." Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. If you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return, payments you receive will not be subject to backup withholding. Payments you receive WILL be subject to backup withholding if:
1. You do not furnish your TIN to the requester, or
2. The IRS tells the requester that you furnished an incorrect TIN, or
3. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or
4. You do not certify to the requester that you are not subject to backup withholding under 3 above (for reportable interest and dividend accounts opened after 1983 only), or
5. You do not certify your TIN when required. See chart above for details.
Certain payees and payments are exempt from backup withholding and information reporting. See below.
OBTAINING A TIN. If you do not have a TIN, apply for one immediately. You can obtain Form SS-5, "Application for a Social Security Card" (for individuals), Form W-7, "Application for IRS Individual Taxpayer Identification Number" (for individuals who are not U.S. citizens or nationals), or Form SS-4, "Application for Employer Identification Number" (for businesses and all other entities), at the local office of the Social Security Administration or the IRS, or by calling 1-800-TAX-FORM (1-800-829-3676).
If you do not have a TIN, write "Applied For" in the space for the TIN in Part 1, check the box entitled "Awaiting TIN" in Part 3, sign and date the Substitute Form W-9, and sign and date the Certificate of Awaiting Taxpayer Identification Number, and give it to the requester. NOTE: Checking the box titled "Awaiting TIN" on the form means that you have already applied for a TIN OR that you intend to apply for one soon. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Depositary will withhold 31% of all payments made prior to the time a properly certified TIN is provided to the Depositary.
As soon as you receive your TIN, complete another Form W-9, include your TIN, sign and date the form, and give it to the requester.
PAYEES AND PAYMENTS EXEMPT FORM BACKUP WITHHOLDING. Individuals (including sole proprietors) are NOT exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.
If you are exempt from backup withholding, you should still complete Substitute Form W-9 to avoid possible erroneous backup withholding. Enter your correct TIN in Part 1, write "Exempt" on the face of the form, sign and date the form, and return it to the Requester. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester a completed Form W-8, "Certificate of Foreign Status."
The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except item (9). For broker transactions, payees listed in items (1) through (13) and a person registered under the Investment Advisors Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except a corporation (other than certain hospitals described in Regulations section 1.6041-3(c)) that provides medical and health care services or bills and collects payments for such services is not exempt from backup withholding or information reporting. Only payees described in items (1) through (5) are exempt from backup withholding for barter exchange transactions and patronage dividends.
(1) An organization exempt from tax under section 501(a), an IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).
(2) The United States or any of its agencies or instrumentalities.
(3) A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.
(4) A foreign government or any of its political subdivisions, agencies or instrumentalities.
(5) An international organization or any of its agencies or instrumentalities.
(6) A corporation.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 -- (CONTINUED)
PAGE 3
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States.
(9) A futures commission merchant registered with the Commodity Futures Trading Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the Investment Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List.
(15) A trust exempt from tax under section 664 or described in section 4947.
Payments of dividends and patronage dividends that generally are exempt from backup withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident alien partner.
- Payments of patronage dividends not paid in money.
- Payments made by certain foreign organizations.
- Section 404(k) payments made by an ESOP.
- Payments made to a nominee.
Payments of interest that generally are exempt from backup withholding include the following:
- Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payor's trade or business and you have not provided your correct TIN to the payor.
- Payments of tax-exempt interest (including exempt-interest dividends under section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Payments of mortgage interest to you.
- Payments made to a nominee.
Exempt payees described above should file substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE REQUESTER, FURNISH YOUR TIN, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE REQUESTER. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE FORM W-8, "CERTIFICATE OF FOREIGN STATUS" WITH THE REQUESTER.
Certain payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N and the regulations promulgated thereunder.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividends, interest, or other payments to give TINs to persons who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide the information to the Department of Justice for civil and criminal litigation and to cities, states and the District of Columbia to carry out their tax laws.
You must provide your TIN whether or not you are required to file a tax return. Payors must generally withhold 31% of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to a payor. Certain penalties may also apply.
PENALTIES
 (1) PENALTY FOR FAILURE TO FURNISH TIN.--If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
(4) MISUSE OF TINS.--If the requester discloses or uses TINs in violation of Federal law, the requester may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR
TAX CONSULTANT OR THE IRS.

EXHIBIT 99(a)(7)
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES (AS DEFINED BELOW). THE OFFER (AS DEFINED BELOW) IS MADE SOLELY BY THE OFFER TO PURCHASE DATED APRIL 10, 1998 AND THE RELATED LETTER OF TRANSMITTAL AND IS BEING MADE TO ALL HOLDERS OF SHARES. THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. IN THOSE JURISDICTIONS WHERE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFER TO BE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF PURCHASER
(AS DEFINED BELOW) BY SALOMON SMITH BARNEY OR ONE OR MORE REGISTERED BROKERS OR 
DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTIONS.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
MONEYGRAM PAYMENT SYSTEMS, INC.
AT
$17.00 NET PER SHARE
BY
PINE VALLEY ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY
OF
VIAD CORP
PINE VALLEY ACQUISITION CORPORATION, a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of VIAD CORP, a Delaware corporation (the "Parent"), is offering to purchase all outstanding shares of common stock, par value $.01 per share (the "Common Stock" or the "Shares"), of MONEYGRAM PAYMENT SYSTEMS, INC., a Delaware corporation (the "Company"), at $17.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 10, 1998 (the "Offer to Purchase") and in the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 NOON, NEW YORK CITY
TIME, ON FRIDAY, MAY 8, 1998, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn prior to the expiration of the Offer, that number of Shares which, together with any Shares beneficially owned by Parent or Purchaser, represents at least a majority of the Shares outstanding on a fully diluted basis. The Offer is subject to other terms and conditions, including the expiration or termination of the applicable waiting period under the HSR Act and the receipt of regulatory approvals, set forth in the Offer to Purchase. If any such condition is not satisfied, Purchaser shall not be required to accept for payment or pay for, and may delay the acceptance for payment of, or (whether or not the Shares have theretofore been accepted for payment) the payment for, any Shares tendered, and may terminate or extend the Offer and not accept for payment any Shares in accordance with the terms of the Merger Agreement (as defined below). Purchaser may waive any or all of the conditions to the Offer in whole or in part at any time, to the extent permitted by applicable law and the provisions of the Merger Agreement.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of April 4, 1998 (the "Merger Agreement"), by and among Parent, Purchaser and the Company. The Merger Agreement provides that, among other things, following the consummation of the Offer and the satisfaction or waiver of the other

conditions set forth in the Merger Agreement, Purchaser will be merged with and into the Company and become a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each outstanding Share (other than Shares held in the treasury of the Company, owned by Parent, Purchaser or any wholly owned subsidiary of Parent or held by stockholders who perfect their dissenters' rights under Delaware law) will be converted into the right to receive the per Share price paid in the Offer, without interest.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE OFFER AND THE MERGER, HAS UNANIMOUSLY DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE STOCKHOLDERS OF THE COMPANY AND UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER.
The term "Expiration Date" means 12:00 noon, New York City time, on Friday, May 8, 1998, unless and until the Purchaser, without the consent of the Company shall have extended the period during which the offer is open in accordance with the terms of the Merger Agreement, in which event, the term "Expiration Date" shall mean the latest time and date at which the Offer, as so extended by the Purchaser, shall expire.
Purchaser reserves the right, in its sole discretion, at any time or from time to time, subject to the terms of the Merger Agreement and to applicable securities laws, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to Norwest Bank Minnesota, N.A. (the "Depositary"). Any such extension will be followed as promptly as practicable by a public announcement thereof no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled date on which the Offer was to expire. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer.
If, on the initial scheduled expiration date of the Offer, (A) the sole condition remaining unsatisfied is either (x) the failure of the waiting period under the HSR Act to have expired or been terminated, or (y) the failure to obtain a Pre-Offer Approval relating to certain state regulatory approvals (as defined in the Merger Agreement), the Purchaser shall extend the Offer from time to time until five business days after the later of expiration or termination of the waiting period under the HSR Act or the receipt of all Pre-Offer Approvals, or (B) the sole condition remaining unsatisfied due the Company's failure to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of the Company to be performed or complied with by it under the Merger Agreement, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured (provided that the Purchaser shall not be required to extend the Offer under (A) or (B) above beyond 45 calendar days after such initial scheduled expiration date).
For purposes of the Offer, Purchaser will be deemed to have accepted for payment tendered Shares if, as and when Purchaser gives oral or written notice to the Depositary of its acceptance of the tenders of such Shares. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with its Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting payment. Payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or a timely confirmation of a book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility (as defined in the Offer to Purchase)), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees (or in the case of a book-entry transfer, an Agent's Message (as defined in the Offer to Purchase)) and any other documents required by the Letter of Transmittal.
Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. After that, such tenders are irrevocable, except that they may be withdrawn at any time after Monday, June 8, 1998, if they have not previously been accepted for payment as provided in the Offer to Purchase. To be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth in the Offer to Purchase and must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn, contain a statement that
2

such stockholder is withdrawing all or a portion of its tender, and the name of the registered holder, if different from that of the person who tendered such Shares.
If stock certificates evidencing Shares to be withdrawn have been delivered to the Depositary or otherwise identified to the Depositary, a signed notice of withdrawal with signatures guaranteed by an Eligible Institution (as defined in the Offer to Purchase) must be submitted prior to the release of such Shares (except in the case of Shares tendered by an Eligible Institution (as defined in the Offer to Purchase)). In addition, such notice must specify the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn, or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. Withdrawals of tenders may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, whose determination will be final and binding.
The information required to be disclosed by paragraph (e)(1)(vii) of Rule 14d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference.
The Company has provided Purchaser with the Company's stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares.
The Offer to Purchase and the Letter of Transmittal will be mailed to record holders of Shares and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
3

Requests for copies of the Offer to Purchase, the Letter of Transmittal and other tender offer materials may be directed to the Information Agent as set forth below, and copies will be furnished promptly at Purchaser's expense. Neither Parent nor Purchaser will pay any fees or commissions to any broker or dealer or any other person (other than the Dealer Manager, the Information Agent and the Depositary) in connection with the solicitation of tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
MacKenzie Partners, Inc. Logo
156 Fifth Avenue
New York, New York 10010
Call Collect: (212) 929-5500
or
Toll-Free (800) 322-2885
The Dealer Manager for the Offer is:
SALOMON SMITH BARNEY
 333 South Hope Street
Los Angeles, California 90071
(213) 253-1842 (Call Collect)

EXHIBIT 99(A)(8)
[VIAD CORP LETTERHEAD]
NEWS
FOR IMMEDIATE RELEASE
CONTACT: William Peltier
(602) 207-5812
bpeltier@viad.com
April 6, 1998
VIAD CORP TO ACQUIRE MONEYGRAM PAYMENT SYSTEMS, INC.

MONEYGRAM TO BE COMBINED WITH TRAVELERS EXPRESS COMPANY
PHOENIX, Ariz., April 6, 1998 -- Viad Corp (NYSE:VVI), and MoneyGram Payment Systems, Inc. (NYSE:MNE), announced today that they have signed a definitive agreement in which Viad will acquire MoneyGram, one of the nation's leading money wire transfer companies. Viad will commence a cash tender offer no later than April 10th for all outstanding MoneyGram shares at a purchase price of $17 per share. MoneyGram's 1997 revenues were $141 million. The offer is subject to customary conditions, including regulatory approvals and the valid tender of a majority of MoneyGram's outstanding shares.
The transaction will be non-dilutive to Viad's 1998 income from continuing operations and is expected to be accretive to Viad's 1999 earnings per share. Viad's cost of the acquisition is expected to be $287 million, excluding transaction costs. The board of directors of MoneyGram has recommended approval of the transaction.
The MoneyGram business is intended to be part of Viad's Travelers Express Company of Minneapolis, the nation's largest money order and second largest electronic bill payment services company.
"We are very pleased to be bringing together MoneyGram and Travelers Express," said Robert H. Bohannon, Viad's chairman, president, and chief executive officer. "The acquisition is a big move toward accelerating growth in one of our leading core businesses -- financial payment systems. It allows us to quickly enter the billion dollar global wire transfer market while providing cross-marketing opportunities for both money order and money wire transfer products."
Headquartered in Lakewood, Colo., MoneyGram was formed in 1988 by American Express and became a separate publicly traded company in 1996 following its FTC mandated divestiture by First Data Corporation, a former subsidiary of American Express.
"We are excited about the combination of these complimentary businesses," said James F. Calvano, MoneyGram's chairman and chief executive officer. "This transaction addresses many of the strategic challenges MoneyGram has faced in the marketplace, particularly in distribution and technology, and presents an outstanding opportunity to grow our business."
The wire transfer market has been growing 20 to 30 percent per year for the last ten years. MoneyGram is operating in more than 100 countries, with its strongest presence in the wire transfer of money from the U.S. to Mexico. The company's agent network in Latin America is increasing, and the company recently added agents in the U.K., Spain, Germany, Switzerland, Belgium, Norway and Ireland.
Philip W. Milne, president and chief executive officer of Travelers Express, said, "MoneyGram's strong brand awareness and consumer recognition provides a great fit with our Travelers Express money order and retail electronic bill payment businesses. Combining our 47,000 retail locations with 22,000 MoneyGram locations, gives us a tremendous opportunity for cross-selling our products. This is a further step in our long-term strategy to put together a comprehensive package of financial services for consumers and financial institutions."

Travelers Express has completed six acquisitions since 1996, including Financial Services Management Corp., the nation's leading processor of rebate checks, and Game Financial Corporation, a company providing casinos with cash access services for patrons through the use of credit card cash advances, check cashing and automated teller machines.
In addition to money wire transfer, MoneyGram provides express bill payment services, phone card sales and money orders through a number of its agent locations in the U.S., all of which complement and add to Travelers Express' product lines.
Established in 1940, Travelers Express sells 275 million money orders annually, and also provides official check, share draft processing, and electronic bill payment services for financial institutions. Its payment systems group serves more than 5,000 banks, credit unions and other financial institutions. Travelers Express annually processes about 750 million payment transactions valued at approximately $100 billion.
Salomon Smith Barney advised Viad Corp on the transaction, and Morgan Stanley Dean Witter advised MoneyGram.
Viad Corp is a $2.5 billion S&P MidCap 400 services company with interests in payment services, airline catering, convention services and travel and leisure. Headquarters are in Phoenix, Ariz.
# # # #
2

VIAD CORP
EXHIBIT 99(a)(9)
CONTACT: William Peltier
(602) 207-5812
bpeltier@viad.com
PRESS RELEASE

VIAD COMMENCES CASH TENDER OFFER
FOR ALL OUTSTANDING SHARES OF MONEYGRAM PAYMENT
SYSTEMS, INC. AT $17.00 PER SHARE
PHOENIX, Ariz., April 10, 1998 -- Viad Corp (NYSE:VVI), today announced that Pine Valley Acquisition, Viad's newly formed wholly owned subsidiary has commenced a cash tender offer for all outstanding shares of the common stock of MoneyGram Payment Systems, Inc. at $17.00 a share.
The offer is being made pursuant to the previously announced merger agreement among Viad Pine Valley Acquisition Corporation and MoneyGram. The offer is conditioned upon, among other things, the tender of a majority of the outstanding shares of MoneyGram on a fully diluted basis, the expiration or termination of the HSR Act waiting period and receipt of regulatory approvals.
The tender offer and withdrawal rights are scheduled to expire at 12:00 noon, New York City time, on Friday, May 8, 1998.
Salomon Smith Barney is acting as the Dealer Manager and MacKenzie Partners, Inc. is acting as the Information Agent in connection with the offer. The information filed with the Securities and Exchange Commission in connection with the tender offer may be obtained by calling MacKenzie Partners, Inc. collect at (212) 929-5500 or toll free at (800) 322-2885.
Viad Corp is a $2.5 billion S&P MidCap 400 services company with interests in payment services, airline catering, convention services and travel and
leisure.

Exhibit 99(b)(1)(a)
U.S. $400,000,000
AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of July 24, 1996
Among
THE DIAL CORP
 (to be known as VIAD CORP upon
the effectiveness of this Agreement)
as Borrower
and
THE BANKS NAMED HEREIN
as Lenders
and
CITICORP USA, INC.
as Administrative Agent
and
BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION
as Documentation Agent

                        TABLE OF CONTENTS

                                                             Page
ARTICLE I
          DEFINITIONS AND ACCOUNTING TERMS. . . . . . . . . . .2
     SECTION 1.01.  Certain Defined Terms . . . . . . . . . . .2
     SECTION 1.02.  Computation of Time Periods . . . . . . . .17
     SECTION 1.03.  Accounting Terms. . . . . . . . . . . . . .17

ARTICLE II
          AMOUNTS AND TERMS OF THE ADVANCES . . . . . . . . . .18
     SECTION 2.01.  The Committed Advances. . . . . . . . . . .18
     SECTION 2.02.  Making the Committed Advances . . . . . . .18
     SECTION 2.03.  Making the Bid Advances . . . . . . . . . .21
     SECTION 2.04.  Fees. . . . . . . . . . . . . . . . . . . .25
     SECTION 2.05.  Termination and Reduction of the
                    Commitments . . . . . . . . . . . . . . . .26
     SECTION 2.06.  Repayment and Prepayment of Advances. . . .27
     SECTION 2.07.  Interest on Committed Advances. . . . . . .28
     SECTION 2.08.  Interest Rate Determination . . . . . . . .29
     SECTION 2.09.  Voluntary Conversion or Continuation of
                    Committed Advances. . . . . . . . . . . . .29
     SECTION 2.10.  Increased Costs . . . . . . . . . . . . . .30
     SECTION 2.11.  Payments and Computations . . . . . . . . .31
     SECTION 2.12.  Taxes . . . . . . . . . . . . . . . . . . .32
     SECTION 2.13.  Sharing of Payments, Etc. . . . . . . . . .34
     SECTION 2.14.  Evidence of Debt. . . . . . . . . . . . . .34
     SECTION 2.15.  Use of Proceeds . . . . . . . . . . . . . .35
     SECTION 2.16.  Extension of the Commitment Termination
                    Date. . . . . . . . . . . . . . . . . . . .35
     SECTION 2.17.  Substitution of Lenders . . . . . . . . . .36

ARTICLE III
          CONDITIONS OF EFFECTIVENESS AND LENDING . . . . . . .37
     SECTION 3.01.  Documents to be Delivered on the Closing
                    Date. . . . . . . . . . . . . . . . . . . .37
     SECTION 3.02.  Conditions Precedent to Effective Time. . .38
     SECTION 3.03.  Conditions Precedent to Each Committed
                    Borrowing . . . . . . . . . . . . . . . . .40
     SECTION 3.04.  Conditions Precedent to Each Bid
                    Borrowing . . . . . . . . . . . . . . . . .40	

ARTICLE IV
          REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . .41
     SECTION 4.01.  Representations and Warranties of the
                    Borrower. . . . . . . . . . . . . . . . . .41
ARTICLE V
          COVENANTS OF THE BORROWER . . . . . . . . . . . . . .44
     SECTION 5.01.  Affirmative Covenants . . . . . . . . . . .44
     SECTION 5.02.  Negative Covenants. . . . . . . . . . . . .49

ARTICLE VI
          EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . .51
     SECTION 6.01.  Events of Default . . . . . . . . . . . . .51

ARTICLE VI
          THE AGENTS. . . . . . . . . . . . . . . . . . . . . .54
     SECTION 7.01.  Authorization and Action. . . . . . . . . .54
     SECTION 7.02.  Agents' Reliance, Etc.. . . . . . . . . . .55
     SECTION 7.03.  CUSA, B of A and Affiliates . . . . . . . .55
     SECTION 7.04.  Lender Credit Decision. . . . . . . . . . .56
     SECTION 7.05.  Indemnification . . . . . . . . . . . . . .56
     SECTION 7.06.  Successor Agent . . . . . . . . . . . . . .56

ARTICLE VIII
          MISCELLANEOUS . . . . . . . . . . . . . . . . . . . .57
     SECTION 8.01.  Amendments, Etc.. . . . . . . . . . . . . .57
     SECTION 8.02.  Notices, Etc. . . . . . . . . . . . . . . .57
     SECTION 8.03.  No Waiver; Remedies . . . . . . . . . . . .58
     SECTION 8.04.  Costs, Expenses and Indemnification . . . .58
     SECTION 8.05.  Right of Set-off. . . . . . . . . . . . . .59
     SECTION 8.06.  Binding Effect; Effectiveness; Entire
                    Agreement . . . . . . . . . . . . . . . . .60
     SECTION 8.07.  Assignments and Participations. . . . . . .60	

     SECTION 8.08.  Confidentiality . . . . . . . . . . . . . .64
     SECTION 8.09.  Governing Law . . . . . . . . . . . . . . .64
     SECTION 8.10.  Execution in Counterparts . . . . . . . . .64
     SECTION 8.11.  Consent to Jurisdiction; Waiver of
                    Immunities. . . . . . . . . . . . . . . . .65
     SECTION 8.12.  Waiver of Trial by Jury . . . . . . . . . .65	

SCHEDULES
SCHEDULE I List of Applicable Lending Offices
EXHIBITS

EXHIBIT A-1    Notice of Committed Borrowing

EXHIBIT A-2    Notice of Bid Borrowing

EXHIBIT B      Assignment and Acceptance

EXHIBIT C-1    Form of Opinion of Counsel for the Borrower as of
               the Closing Date

EXHIBIT C-2    Form of Opinion of Counsel for the Borrower as of
               the Effective Date

EXHIBIT D-1    Form of Opinion of Counsel to the Agents as of
               the Closing Date

EXHIBIT D-2    Form of Opinion of Counsel to the Agents as of
               the Effective Date

EXHIBIT E      Form of Extension Request

EXHIBIT F      Form of Compliance Certificate

EXHIBIT G-1    Form of Committed Note

EXHIBIT G-2    Form of Bid Note

EXHIBIT H      Form of Designation Agreement	

U.S. $400,000,000
AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of July 24, 1996
This AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is among THE DIAL CORP, a Delaware corporation, to be known as VIAD CORP on and after the Effective Date (as defined below) (the "Borrower"), the banks (the "Banks") listed on the signature pages hereof, CITICORP USA, INC. ("CUSA"), as administrative agent for the Lenders hereunder (in such capacity, the "Administrative Agent"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION ("B of A"), as documentation agent for the Lenders hereunder (in such capacity, the "Documentation Agent"; the Administrative Agent and the Documentation Agent being referred to together as the "Agents"). Certain capitalized terms have the meanings given to them in Section 1.01 hereof.
PRELIMINARY STATEMENTS
WHEREAS, the Borrower desires to effect the spin-off to the Borrower's stockholders of the Consumer Products Business currently being conducted by the Borrower directly and through certain of its subsidiaries;
WHEREAS, pursuant to the Distribution Agreement, on the Effective Date the Borrower shall (i) contribute all of the assets and liabilities of the Consumer Products Business, including the stock of certain subsidiaries, to The Dial Corporation, a newly formed Delaware corporation ("Newco") and a wholly-owned subsidiary of the Borrower, and (ii) distribute to the holders of Borrower Common Stock approximately 94.8 million shares of Newco Common Stock;
WHEREAS, pursuant to the Distribution Agreement and in conjunction with the Distribution, immediately prior to the Effective Date, Exhibitgroup shall be merged with and into the Borrower, with the Borrower as the surviving corporation;
WHEREAS, the Borrower, certain of the Banks, the Exiting Banks (as hereinafter defined), and Citibank and B of A, as Agents, are parties to that certain amended and restated credit agreement dated as of December 15, 1993, as such agreement has been and may be amended from time to time (as so amended, the "Existing Credit Agreement");
WHEREAS, the Borrower, the Banks, and the Agents desire to amend and restate the Existing Credit Agreement in its entirety in this Agreement in order to reflect the Distribution, but have agreed that this Agreement shall not become effective (except to the extent set forth in Section 8.06 hereof) and the Existing Credit Agreement shall remain in place until the

Effective Date (which shall be the date of the Distribution) and the satisfaction of the terms and conditions set forth herein;
WHEREAS, the Borrower, certain financial institutions, and the Agents further desire to enter into the Newco Credit Agreement concurrently with this Agreement, and the Newco Credit Agreement shall not become effective until the Effective Date, at which time the Borrower shall assign and Newco shall assume the Newco Credit Agreement, upon the satisfaction of the terms and conditions set forth therein; and
WHEREAS, the Borrower and each bank that is party to the Existing Credit Agreement but is not a party to this Agreement (an "Exiting Bank") have agreed, pursuant to those certain letter agreements dated as of August 15, 1996, that all funding obligations and other obligations of the Exiting Banks under the Existing Credit Agreement will be terminated upon the effectiveness of this Agreement and, except as set forth in such letter agreements, all payment obligations and other obligations of the Borrower with respect to the Exiting Banks under the Existing Credit Agreement, on the terms and conditions set forth in such letter agreements, will be satisfied upon the effectiveness of this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01. CERTAIN DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
"ADDITIONS TO CAPITAL" means the sum of (i) the aggregate net proceeds, including cash and the fair market value of property other than cash (as determined in good faith by the Board of Directors of the Borrower as evidenced by a Board resolution), received by the Borrower from the issue or sale (other than to a Subsidiary) of capital stock of the Borrower and (ii) the aggregate of 25% of the after tax gain realized from unusual, extraordinary, and major nonrecurring items including, but not limited to, the sale, transfer, or other disposition of (x) any of the stock of any of the Borrower's Subsidiaries or (y) substantially all of the assets of any geographic or other division or line of business of the Borrower or any of its Subsidiaries (but excluding any after tax loss realized on any such unusual, extraordinary, and major nonrecurring items to the extent they exceed any after tax gains on such items).
"ADJUSTED EURODOLLAR RATE" means, for any Interest Period for each Eurodollar Rate Advance comprising part of the same Borrowing, an interest rate per annum equal to the

rate per annum obtained by dividing (a) the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in U.S. dollars are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to the respective Reference Bank's Eurodollar Rate Advance comprising part of such Borrowing and for a period equal to such Interest Period by (b) a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage. The Adjusted Eurodollar Rate for any Interest Period for each Eurodollar Rate Advance comprising part of the same Borrowing shall be determined by the Administrative Agent on the basis of applicable rates furnished to and received by the Administrative Agent from the Reference Banks two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section 2.08.
"ADMINISTRATIVE AGENT" means CUSA, or any Person serving as its successor agent.
"ADVANCE" means a Committed Advance or a Bid Advance.
"AFFILIATE" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person.
"AGENT" or "AGENTS" has the meaning specified in the introductory paragraph of this Agreement; provided, that, for purposes of Sections 7.02, 7.04, 7.05, 8.04, 8.07(b)(iv) and 8.12 of this Agreement the term "Agent" or "Agents", as the case may be, shall include Arrangers.
"AGREEMENT" means this Amended and Restated Credit Agreement as it may be amended, supplemented or otherwise modified from time to time.
"APPLICABLE LENDING OFFICE" means, with respect to each Lender, such Lender's Domestic Lending Office in the case of a Base Rate Advance, and such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance.
"APPLICABLE MARGIN" means, for any period for which any interest payment is to be made with respect to any Advance, the interest rate per annum derived by dividing (i) the sum of the Daily Margins for each of the days included in such period by (ii) the number of days included in such period.
"ARRANGERS" means Citicorp Securities, Inc. and BA Securities, Inc., collectively, and each individually is an "ARRANGER."
"ASSIGNMENT AND ACCEPTANCE" means an assignment and

acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of EXHIBIT B hereto.
"BANKRUPTCY CODE" means Title 11 of the United States Code entitled "Bankruptcy" as now and hereafter in effect, or any successor statute.
"BASE RATE" means, for any period, a fluctuating interest rate per annum as shall be in effect from time to time which rate per annum shall at all times be equal to the highest of:
(a) the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank's base rate (which is a rate set by Citibank based upon various factors including Citibank's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate);
(b) the sum of (A) 1/2 of one percent per annum, plus (B) the rate obtained by dividing (x) the latest three-week moving average of secondary market morning offering rates in the United States for three-month certificates of deposit of major United States money market banks (such three-week moving average being determined weekly by Citibank on the basis of such rates reported by certificate of deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the basis of quotations for such rates received by Citibank, in either case adjusted to the nearest 1/4 of one percent or, if there is no nearest 1/4 of one percent, to the next higher 1/4 of one percent), by (y) a percentage equal to 100% minus the average of the daily percentages specified during such three-week period by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement (including, but not limited to, any marginal reserve requirements for Citibank in respect of liabilities consisting of or including (among other liabilities) three-month nonpersonal time deposits of at least $100,000), plus (C) the average during such three-week period of the daily net annual assessment rates estimated by Citibank for determining the current annual assessment payable by Citibank to the Federal Deposit Insurance Corporation for insuring three-month deposits in the United States; or
(c) 1/2 of one percent per annum above the Federal Funds Rate.
"BASE RATE ADVANCE" means a Committed Advance which bears interest at a rate per annum determined on the basis

of the Base Rate, as provided in Section 2.07(a).
"BID ADVANCE" means an advance by a Lender to the Borrower as part of a Bid Borrowing resulting from the auction bidding procedure described in Section 2.03(a).
"BID BORROWING" means a borrowing consisting of simultaneous Bid Advances of the same Type from each of the Lenders whose offer to make one or more Bid Advances as part of such borrowing has been accepted by the Borrower under the auction bidding procedure described in Section 2.03(a).
"BID REDUCTION" has the meaning specified in Section 2.01(a).
"BORROWER" means The Dial Corp, a Delaware corporation, to be known as Viad Corp on and after the Effective Date.
"BORROWER COMMON STOCK" means the approximately 94.8 million shares of common stock, par value of $1.50 per share, of Borrower currently outstanding.
"BORROWING" means a Committed Borrowing or a Bid Borrowing.
"BUSINESS DAY" means a day of the year on which banks are not required or authorized to close in New York City or Los Angeles and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.
"CAPITAL LEASE" means, with respect to any Person, any lease of any property by that Person as lessee which would, in conformity with GAAP, be required to be accounted for as a capital lease on the balance sheet of that Person.
"CASH" means money, currency or a credit balance in a deposit account.
"CASH EQUIVALENTS" means (a) marketable direct obligations issued or unconditionally guaranteed by the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof, (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having the highest rating generally obtainable from either S&P or Moody's, (c) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of A-1 or higher from S&P or P-1 or higher from Moody's, and (d)

certificates of deposit or bankers' acceptances maturing within one year from the date of acquisition thereof issued by any lender.
"CITIBANK" means Citibank, N.A.
"CLOSING DATE" means the date this Agreement is executed and the documents referred to in Section 3.01 are delivered to the Agents, which shall be July 24, 1996 or such other date as may be agreed upon by the Borrower and the Agents.
"CODE" means the Internal Revenue Code of 1986, as amended.
"COMMITMENT" has the meaning specified in Section 2.01
"COMMITMENT TERMINATION DATE" means, with respect to any Lender, the fifth anniversary of the Effective Date, or such later date to which the Commitment Termination Date of such Lender may be extended from time to time pursuant to Section 2.16 (or if any such date is not a Business Day, the next preceding Business Day).
"COMMITTED ADVANCE" means an advance by a Lender to the Borrower as part of a borrowing consisting of simultaneous Advances from each of the Lenders pursuant to Section 2.01 and refers to a Base Rate Advance or a Eurodollar Rate Advance, each of which shall be a "Type" of Advance.
"COMMITTED BORROWING" means a borrowing consisting of simultaneous Committed Advances of the same Type made on the same day pursuant to the same Notice of Borrowing by each of the Lenders pursuant to Section 2.01(b).
"COMPLIANCE CERTIFICATE" means a certificate substantially in the form of EXHIBIT F hereto, delivered to the Lenders by the Borrower pursuant to Section 5.10(b)(iii).
"CONVERT," "CONVERSION" and "CONVERTED" each refers to a conversion of Advances of one Type into Advances of another Type pursuant to Section 2.09.
"CONSUMER PRODUCTS BUSINESS" means the consumer products business, including certain assets and liabilities thereof, currently being conducted by the Borrower directly and through certain of its subsidiaries, to be contributed to Newco pursuant to the Distribution Agreement.
"DAILY MARGIN" means, for any date of determination, for the designated Level, Utilization Ratio applicable to such date of determination and Type of Advance, the following interest rates per annum:

          DAILY MARGIN WHEN                       DAILY MARGIN WHEN
          UTILIZATION RATIO                       UTILIZATION RATIO
          IS EQUAL TO OR                          IS GREATER THAN
          LESS THAN 0.50:1.00                     0.50:1.00
          ----------------------------            ----------------------------
          TYPE OF ADVANCE                         TYPE OF ADVANCE
          ----------------------------            ----------------------------
          BASE RATE EURODOLLAR                    BASE RATE EURODOLLAR
          ADVANCE        RATE ADVANCE             ADVANCE        RATE ADVANCE
LEVEL 1        0%       0.2000%                        0%        0.2500%
LEVEL 2        0%       0.2400%                        0%        0.2900%
LEVEL 3        0%       0.2750%                        0%        0.3250%
LEVEL 4        0%       0.4375%                        0%        0.4375%
LEVEL 5        0%       0.5000%                        0%        0.5000%	

For purposes of this definition, (a) "UTILIZATION RATIO" means, as of any date of determination, the ratio of (1) the aggregate outstanding principal amount of all Advances as of such date to (2) the aggregate amount of all Commitments in effect as of such date (whether used or unused), (b) if any change in the rating established by S&P, Moody's or Duff & Phelps with respect to Long-Term Debt shall result in a change in the Level, the change in the Daily Margin shall be effective as of the date on which such rating change is publicly announced, and (c) if the ratings established by any two of S&P, Moody's or Duff & Phelps with respect to Long-Term Debt are unavailable for any reason for any day, then the applicable level 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).
"DEBT" means (i) indebtedness for borrowed money or for the deferred purchase price of property or services, (ii) obligations as lessee under Capital Leases, (iii) obligations under guarantees in respect of indebtedness or in respect of obligations of others of the kinds referred to in clause (i) or (ii) above, (iv) liabilities in respect of unfunded vested benefits under Single Employer Plans, and
(v) Withdrawal Liability incurred under ERISA by the Borrower or any of its ERISA Affiliates to any Multi-employer Plans; provided that "Debt" shall not include payment obligations in the ordinary course of the business of Travelers Express Company, Inc. ("Travelers Express") arising from (x) payments made by banks on checks or money orders issued by Travelers Express and presented to such banks and (y) contingent obligations of Travelers Express to banks which have issued official checks drawn on Travelers Express and have paid to Travelers Express the amounts of

such official checks, to repay to such banks such amounts if such official checks are not negotiated.
"DESIGNATED BIDDER" means (i) an Eligible Assignee or (ii) a special purpose corporation which is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and that issues (or the parent of which issues) commercial paper rated at least "Prime-1" by Moody's or "A-1" by S&P or a comparable rating from the successor or either of them, that, in either case, (w) is organized under the laws of the United States or any State thereof, (x) shall have become a party hereto pursuant to Section 8.07(d), (e) and (f), (y) is not otherwise a Lender and (z) shall have been consented to by the Borrower, which consent shall not be unreasonably withheld.
"DESIGNATION AGREEMENT" means a designation agreement entered into by a Lender (other than a Designated Bidder) and a Designated Bidder, and accepted by the Administrative Agent, in substantially the form of EXHIBIT H hereto.
"DISTRIBUTION" means the distribution of approximately 94.8 million shares of Newco Common Stock, constituting 100% of the outstanding Newco Common Stock, to the holders of Borrower Common Stock pursuant to the Distribution Agreement, together with the consummation of the other transactions to occur in connection with such distribution, as set forth in the Distribution Agreement.
"DISTRIBUTION AGREEMENT" means that certain Distribution Agreement by and among the Borrower, Newco, and Exhibitgroup, in the form of EXHIBIT A attached to the Form 10, with such changes as may be approved by the Requisite Lenders.
"DISTRIBUTION TIME" means the time of the Distribution on the Effective Date.
"DOCUMENTATION AGENT" means B of A, or any Person serving as its successor agent.
"DOLLARS" and the sign "$" each means lawful money of the United States of America.
"DOMESTIC LENDING OFFICE" means, with respect to any Lender, the office of such Lender specified as its "Domestic Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Agents.
"DUFF & PHELPS" means Duff & Phelps Inc.
"EBITDA" means, for any period, consolidated net income

plus provision for taxes of the Borrower and its Subsidiaries (excluding extraordinary, unusual, or nonrecurring gains or losses), plus interest expense of the Borrower and its Subsidiaries, plus depreciation expense of the Borrower and its Subsidiaries, plus amortization of intangibles of the Borrower and its Subsidiaries, as determined on a consolidated basis in conformity with GAAP; provided that to the extent that during such period the Borrower or any of its Subsidiaries has acquired or disposed of a business or businesses in an amount for any transaction or series of related transactions exceeding $15,000,000, such calculations shall be made as if such acquisition or disposition took place on the first day of such period (on a pro forma basis for the portion of such period prior to the date of such acquisition (or after the date of such disposition) and on an actual basis for the portion of such period after the date of such acquisition (or before the date of such disposition)).
"EFFECTIVE DATE" means the date on which the Distribution occurs, as provided for in the Distribution Agreement, and the conditions set forth in Section 3.02 are satisfied.
"EFFECTIVE TIME" means the time, immediately prior to the Distribution Time, at which this Agreement shall become fully effective upon satisfaction of the conditions precedent set forth in Section 3.02 hereof.
"ELIGIBLE ASSIGNEE" means (i) a commercial bank organized under the laws of the United States, or any state thereof, and having a combined capital and surplus of at least $100,000,000; (ii) a commercial bank organized under the laws of any other country which is a member of the Organization for Economical Cooperation and Development (the "OECD"), or a political subdivision of any such country and having a combined capital and surplus of at least $100,000,000, provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD; and (iii) any Person engaged in the business of lending and that is an Affiliate of a Lender or of a Person of which a Lender is a Subsidiary.
"ENVIRONMENTAL LAW" means any and all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions of any federal, state or local governmental authority within the United States or any State or territory thereof and which relate to the environment or the release of any materials into the environment.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

"ERISA AFFILIATE" means any Person who for purposes of Title IV of ERISA is a member of the Borrower's controlled group, or under common control with the Borrower, within the meaning of Section 414 of the Code and the regulations promulgated and rulings issued thereunder.
"ERISA EVENT" means (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA (other than an event arising out of the transactions contemplated by the Distribution Agreement), unless the 30-day notice requirement with respect thereto has been waived by the PBGC; (ii) the provision by the administrator of any Pension Plan of a notice of intent to terminate such Pension Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA);
(iii) the cessation of operations at a facility in the circumstances described in Section 4062(e) of ERISA; (iv) the withdrawal by the Borrower or an ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in
Section 4001(a)(2) of ERISA; (v) the failure by the Borrower or any ERISA Affiliate to make a payment to a Pension Plan required under
Section 302(f)(1) of ERISA, which Section imposes a lien for failure to make required payments; (vi) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan, pursuant to Section 307 of ERISA; or (vii) the institution by the PBGC of proceedings to terminate a Pension Plan, pursuant to Section 4042 of ERISA, or the occurrence of any event or condition which, in the reasonable judgment of the Borrower, might constitute grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, a Pension Plan.
"EUROCURRENCY LIABILITIES" has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.
"EURODOLLAR LENDING OFFICE" means, with respect to any Lender, the office of such Lender specified as its "Eurodollar Lending Office" opposite its name on SCHEDULE I hereto or in the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.
"EURODOLLAR RATE ADVANCE" means a Committed Advance which bears interest as provided in Section 2.07(b) and/or a Bid Advance which bears interest based on the Adjusted Eurodollar Rate as provided in Section 2.03(a).
"EURODOLLAR RATE RESERVE PERCENTAGE" for any Interest Period for any Eurodollar Rate Advance means the reserve percentage applicable during such Interest Period (or if

more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirements (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for member banks in the Federal Reserve System with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.
"EVENTS OF DEFAULT" has the meaning specified in Section 6.01.
"EXHIBITGROUP" means Exhibitgroup Inc., a Delaware corporation and wholly-owned subsidiary of the Borrower which operates part of the Borrower's convention services business, and which shall be merged into the Borrower pursuant to the Merger.
"EXISTING CREDIT AGREEMENT" means that certain amended and restated credit agreement, dated as of December 15, 1993, by and among the Borrower, certain of the Lenders, certain of the Exiting Banks, and Citibank and B of A, as Agents, as such agreement has been and may be amended from time to time.
"FEDERAL FUNDS RATE" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.
"FIXED RATE" means, for the period for each Fixed Rate Advance comprising part of the same Bid Borrowing, the fixed interest rate per annum determined for such Advance, as provided in Section 2.03(a).
"FIXED RATE ADVANCE" means a Bid Advance which bears interest at a fixed rate per annum determined as provided in Section 2.03(a).
"FORM 8-K" means that certain Current Report on Form 8-K filed by the Borrower with the SEC on June 13, 1996.
"FORM 10" means that certain Registration Statement on Form 10 originally filed by Newco with the SEC on June 5, 1996, as amended on July 18, 1996.

"FUNDED DEBT" means outstanding Debt of the Borrower and its Subsidiaries of the kind described in clauses (i), (ii) and (iii) of the definition of Debt.
"GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.
"HOSTILE ACQUISITION" means the acquisition of the capital stock or other equity interests of a Person (the "Target") through a tender offer or similar solicitation of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the Board of Directors of the Target or by similar action if the Target is not a corporation and as to which such approval has not been withdrawn.
"INSUFFICIENCY" means, with respect to any Pension Plan, the amount, if any, of its unfunded benefit liabilities, as defined in
Section 4001(a)(18) of ERISA.
"INTEREST PERIOD" means, for each Eurodollar Rate Advance comprising part of the same Borrowing, the period commencing on the date of such Eurodollar Rate Advance, or on the date of continuation of such Advance as a Eurodollar Rate Advance upon expiration of successive Interest Periods applicable thereto, or on the date of Conversion of a Base Rate Advance into a Eurodollar Rate Advance, and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three or six months, as the Borrower may select in the Notice of Borrowing or the Notice of Conversion/Continuation for such Advance; provided, however, that:
(i) the Borrower may not select any Interest Period which ends after the earliest Commitment Termination Date of any Lender then in effect;
(ii) Interest Periods commencing on the same date for Advances comprising part of the same Borrowing shall be of the same duration; and
(iii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, that if such extension would cause the last day of such Interest Period to occur in

the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.
"LENDERS" means the Banks listed on the signature pages hereof and each Eligible Assignee that shall become a party hereto pursuant to
Section 8.07 and, except when used in reference to a Committed Advance, a Committed Borrowing, a Commitment or a related term, each Designated Bidder.
"LEVEL" means Level 1, Level 2, Level 3, Level 4 or Level 5, as the case may be.
"LEVEL l" means that, as of any date of determination, the Borrower's Long-Term Debt rating is equal to or higher than at least two of the following: BBB+ from S&P, Baal from Moody's and/or BBB+ from Duff & Phelps.
"LEVEL 2" means that, as of any date of determination, the Borrower's Long-Term Debt rating is equal to at least two of the following: BBB from S&P, Baa2 from Moody's and/or BBB from Duff & Phelps.
"LEVEL 3" means that, as of any date of determination, the Borrower's Long-Term Debt rating is equal to at least two of the following: BBB- from S&P, Baa3 from Moody's and/or BBB- from Duff & Phelps.
"LEVEL 4" means that, as of any date of determination, the Borrower's Long-Term Debt rating is equal to at least two of the following: BB+ from S&P, Bal from Moody's and/or BB+ from Duff & Phelps.
"LEVEL 5" means that, as of any date of determination, the Borrower's Long-Term Debt rating is lower than at least two of the following: BB+ from S&P, Bal from Moody's and/or BB+ from Duff & Phelps.
"LIEN" means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement and any lease in the nature thereof).
"LOAN DOCUMENTS" means this Agreement and the related documents.
"LONG-TERM DEBT" means senior, unsecured, long term debt securities of the Borrower.
"MARGIN STOCK" has the meaning assigned to that term in Regulation U promulgated by the Board of Governors of the Federal Reserve System, as in effect from time to time.
"MATERIAL SUBSIDIARY" means any Subsidiary of the

Borrower having total assets in excess of $10,000,000.
"MERGER" means the merger, pursuant to the Distribution Agreement, of the Borrower and Exhibitgroup, with the Borrower as the surviving corporation.
"MOODY'S" means Moody's Investors Service, Inc.
"MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate of the Borrower is making, or is obligated to make, contributions or has within any of the preceding six plan years been obligated to make or accrue contributions.
"MULTIPLE EMPLOYER PLAN" means a single employer plan, as defined in Section 4001(a)(15) of ERISA, which (i) is maintained for employees of the Borrower or an ERISA Affiliate and at least one Person other than the Borrower and its ERISA Affiliates or (ii) was so maintained and in respect of which the Borrower or an ERISA Affiliate could have liability under Section 4063, 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.
"NET INCOME" means net income in accordance with GAAP.
"NET WORTH" means minority interests, preferred stock and common stock and other equity, as shown on the consolidated balance sheet of the Borrower and its Subsidiaries; provided that there shall be excluded from the calculation of Net Worth any unrealized gains or losses (net of taxes) on securities available for sale.
"NEWCO" means The Dial Corporation, a Delaware corporation, which immediately prior to the Distribution shall be capitalized by the Borrower with the assets and liabilities of the Consumer Products Business pursuant to the Distribution Agreement.
"NEWCO COMMON STOCK" means the approximately 94.8 million shares of common stock, par value of $0.01 per share, of Newco to be issued pursuant to the Distribution.
"NEWCO CREDIT AGREEMENT" means the Credit Agreement dated as of the Closing Date among the Borrower, the Banks and the Agents, which shall not become effective until the Effective Time upon the satisfaction or waiver of the terms and conditions contained therein and which shall be assumed by Newco at the Distribution Time.
"NOTICE OF BID BORROWING" has the meaning specified in Section 2.03(a).

"NOTICE OF BORROWING" means a Notice of Committed Borrowing or a Notice of Bid Borrowing, as the case may be.
"NOTICE OF COMMITTED BORROWING" has the meaning specified in
Section 2.02(a).
"NOTICE OF CONVERSION/CONTINUATION" has the meaning specified in Section 2.09.
"PAYMENT OFFICE" means the principal office of CUSA, located on the date hereof at 1 Court Square, 7th Floor Zone 1, Long Island City, N.Y. 11120 (or such other place as the Administrative Agent may designate by notice to the Borrower and the Lenders from time to time).
"PBGC" means the U.S. Pension Benefit Guaranty Corporation.
"PENSION PLAN" means a Single Employer Plan or a Multiple Employer Plan or both.
"PERSON" means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.
"POTENTIAL EVENT OF DEFAULT" means a condition or event which, after notice or lapse of time or both, would constitute an Event of Default if that condition or event were not cured or removed within any applicable grace or cure period.
"REFERENCE BANKS" means, B of A, Citibank, and Bank of Montreal.
"REGISTER" has the meaning specified in Section 8.07(c).
"REQUISITE LENDERS" means at any time Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Committed Advances held by Lenders, or, if no such principal amount is then outstanding, Lenders having at least 66-2/3 % of the Commitments (provided that, for purposes hereof, neither the Borrower, nor any of its Affiliates, if a Lender, shall be included in (i) the Lenders holding such amount of the Committed Advances or having such amount of the Commitments or (ii) determining the aggregate unpaid principal amount of the Committed Advances or the total Commitments).
"S&P" means Standard & Poor's Ratings Group, a

division of The McGraw-Hill Companies.
"SEC" means the Securities and Exchange Commission and any successor agency.
"SINGLE EMPLOYER PLAN" means a single employer plan, as defined in Section 4001(a)(15) of ERISA, which (i) is maintained for employees of the Borrower or any ERISA Affiliate and no Person other than the Borrower and its ERISA Affiliates or (ii) was so maintained and in respect of which the Borrower or an ERISA Affiliate could have liability under Section 4062 or 4069 of ERISA in the event such plan has been or were to be terminated.
"SUBSIDIARY" of any Person means any corporation, association, partnership or other business entity of which at least 50% of the total voting power of shares of stock or other securities entitled to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof.
"SWAPS" means, with respect to any Person, payment obligations with respect to interest rate swaps, currency swaps and similar obligations obligating such Person to make payments, whether periodically or upon the happening of a contingency.
"TERMINATION DATE" means, with respect to any Lender, the earlier of (i) the Commitment Termination Date of such Lender and (ii) the date of termination in whole of the Commitments of all Lenders pursuant to Section 2.05 or 6.01.
"TOTAL UTILIZATION OF COMMITMENTS" means at any date of determination the sum of (i) the aggregate principal amount of all Committed Advances outstanding at such date plus (ii) the aggregate principal amount of all Bid Advances outstanding at such date.
"TYPE" means, with reference to an Advance, a Base Rate Advance, a Eurodollar Rate Advance, or a Fixed Rate Advance.
"WITHDRAWAL LIABILITY" has the meaning given such term under
Part I of Subtitle E of Title IV of ERISA.
SECTION 1.02. COMPUTATION OF TIME PERIODS. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding".
SECTION 1.03. ACCOUNTING TERMS. All accounting terms

not specifically defined herein shall be construed in accordance with GAAP. All computations determining compliance with financial covenants or terms, including definitions used therein, shall be prepared in accordance with generally accepted accounting principles in effect at the time of the preparation of, and in conformity with those used to prepare, the historical financial statements delivered to the Lenders pursuant to Section 4.01(e). If at any time the computations for determining compliance with financial covenants or provisions relating thereto utilize generally accepted accounting principles different than those then being utilized in the financial statements being delivered to the Lenders, such financial statements shall be accompanied by a reconciliation statement.
ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES
SECTION 2.01. THE COMMITTED ADVANCES.
(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 Termination Date of such Lender in an aggregate amount not to exceed at any time outstanding the amount set opposite such Lender's name on the signature pages hereof 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 2.04 (such Lender's "Commitment"); provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from 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) Each Committed Borrowing shall be in an aggregate amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Committed Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender's Commitment, the Borrower may from time to time borrow, prepay pursuant to Section 2.06(c) and reborrow under this Section 2.01.

SECTION 2.02. MAKING THE COMMITTED ADVANCES.
(a) Each Committed Borrowing shall be made on notice, given not later than (x) 11:00 A.M. (New York City time) on the date of a proposed Committed Borrowing consisting of Base Rate Advances and (y) 11:00 A.M. (New York City time) on the third Business Day prior to the date of a proposed Committed Borrowing consisting of Eurodollar Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier, telex or cable. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopier, telex or cable, confirmed immediately in writing, in substantially the form of EXHIBIT A-1 hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, (iii) aggregate amount of such Committed Borrowing, and (iv) in the case of a Committed Borrowing comprised of Eurodollar Rate Advances, the initial Interest Period for each such Committed Advance. The Borrower may, subject to the conditions herein provided, borrow more than one Committed Borrowing on any Business Day. Each Lender shall, before 2:00 P.M. (New York City time) in the case of a Committed Borrowing consisting of Base Rate Advances and before 11:00 A.M. (New York City time) in the case of a Committed Borrowing consisting of Eurodollar Rate Advances, in each case on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in
Section 8.02, in same day funds, such Lender's ratable portion of such Committed Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address.
(b) Anything in subsection (a) above to the contrary notwithstanding,
(i) the Borrower may not select Eurodollar Rate Advances for any Committed Borrowing or with respect to the Conversion or continuance of any Committed Borrowing if the aggregate amount of such Committed Borrowing or such Conversion or continuance is less than $5,000,000;
(ii) there shall be no more than five Interest Periods relating to Committed Borrowings consisting of Eurodollar Rate Advances outstanding at any time;
(iii) if any Lender shall, at least one

Business Day before the date of any requested Committed Borrowing, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, the Commitment of such Lender to make Eurodollar Rate Advances or to Convert all or any portion of Base Rate Advances shall forthwith be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist and such Lender's then outstanding Eurodollar Rate Advances, if any, shall be Base Rate Advances; to the extent that such affected Eurodollar Rate Advances become Base Rate Advances, all payments of principal that would have been otherwise applied to such Eurodollar Rate Advances shall be applied instead to such Lender's Base Rate Advances; provided that if Requisite Lenders are subject to the same illegality or assertion of illegality, then the right of the Borrower to select Eurodollar Rate Advances for such Committed Borrowing or any subsequent Committed Borrowing or to Convert all or any portion of Base Rate Advances shall forthwith be suspended until the Administrative Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each Committed Advance comprising such Committed Borrowing shall be a Base Rate Advance;
(iv) if fewer than two Reference Banks furnish timely information to the Administrative Agent for determining the Adjusted Eurodollar Rate for any Eurodollar Rate Advances comprising any requested Committed Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Committed Borrowing or any subsequent Committed Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Committed Borrowing shall be made as a Base Rate Advance; and
(v) if the Requisite Lenders shall, at least one Business Day before the date of any requested Committed Borrowing, notify the Administrative Agent that the Adjusted Eurodollar Rate for Eurodollar Rate Advances comprising such Committed Borrowing will not adequately reflect the cost to such Requisite Lenders of making, funding

or maintaining their respective Eurodollar Rate Advances for such Committed Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Committed Borrowing or any subsequent Committed Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Committed Advance comprising such Committed Borrowing shall be made as a Base Rate Advance.
(c) Each Notice of Committed Borrowing shall be irrevocable and binding on the Borrower. In the case of any Committed Borrowing which the related Notice of Committed Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Committed Borrowing or by reason of the termination of hedging or other similar arrangements, in each case when such Advance is not made on such date (other than by reason of (i) a breach of a Lender's obligations hereunder or (ii) a suspension of Eurodollar Rate Advances under clauses (iii), (iv) or (v) of paragraph (b) of this
Section 2.02), including without limitation, as a result of any failure to fulfill on or before the date specified in such Notice of Committed Borrowing for such Committed Borrowing the applicable conditions set forth in Article III.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Committed Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Committed Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at
(i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Committed Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such

corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Committed Borrowing for purposes of this Agreement.
(e) The failure of any Lender to make the Advance to be made by it as part of any Committed Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Committed Borrowing.
SECTION 2.03. MAKING THE BID ADVANCES.
(a) Each Lender severally agrees that the Borrower may make Bid Borrowings in Dollars under this Section 2.03 from time to time on any Business Day during the period from the Effective Date until the date occurring one month prior to the Termination Date, in the manner set forth below; provided that, after giving effect to the making of each Bid Borrowing, the Total Utilization of Commitments shall not exceed the aggregate Commitments then in effect and the aggregate amount of the Bid Advances of all Lenders then outstanding shall not exceed the aggregate Commitments then in effect.
(i) The Borrower may request a Bid Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a Bid Borrowing (a "Notice of Bid Borrowing"), in substantially the form of EXHIBIT A-2 hereto, specifying the date and aggregate amount of the proposed Bid Borrowing, the maturity date for repayment of each Bid Advance to be made as part of such Bid Borrowing (which maturity date may not be earlier than the date occurring thirty (30) days (in the case of Fixed Rate Advances) or one (1) month (in the case of Eurodollar Rate Advances) after the date of such Bid Borrowing, or in any case later than the Termination Date), whether the Lenders should offer to make Fixed Rate Advances or Eurodollar Rate Advances, the interest payment date or dates relating thereto, and any other terms to be applicable to such Bid Borrowing, not later than 10:00 A.M. (New York City time) (A) at least one (1) Business Day prior to the date of a proposed Bid Borrowing consisting of Fixed Rate Advances and (B) at least four (4) Business Days prior to the date of a proposed Bid Borrowing consisting of Eurodollar Rate Advances. The Administrative Agent shall in turn promptly notify each Lender of each request for a Bid Borrowing received by it from the Borrower by sending such Lender a copy of the related Notice of Bid Borrowing.

(ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Advances to the Borrower as part of such proposed Bid Borrowing at a Fixed Rate or Rates or a margin or margins relative to the Adjusted Eurodollar Rate, as requested by the Borrower. Each Lender electing to make such an offer shall do so by notifying the Administrative Agent (which shall give prompt notice thereof to the Borrower), before 10:00 A.M. (New York City time) (A) the date of such proposed Bid Borrowing, in the case of a Notice of Bid Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three (3) Business Days before the date of such proposed Bid Borrowing, in the case of a Notice of Bid Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the amount of each Bid Advance which such Lender would be willing to make as part of such proposed Bid Borrowing (which amount may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment, if any), the Fixed Rate or Rates or margin or margins relative to the Adjusted Eurodollar Rate, as requested by the Borrower, which such Lender would be willing to accept for such Bid Advance and such Lender's Applicable Lending Office with respect to such Bid Advance; provided that if the Administrative Agent in its capacity as a Lender, or any affiliate of the Administrative Agent in its capacity as a Lender, shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower of such offer before 9:00
A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders.
(iii) The Borrower, in turn, (A) before 12:00 P.M. (New York City time) the date of such proposed Bid Borrowing, in the case of a Notice of Bid Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 12:00 Noon (New York City time) three (3) Business Days before the date of such proposed Bid Borrowing, in the case of a Notice of Bid Borrowing delivered pursuant to clause (B) of paragraph (i) above, either
(x) cancel such Bid Borrowing by giving the Administrative Agent notice to that effect, or
(y) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (ii) above, in its sole discretion, by giving notice to the Administrative Agent of the amount of each Bid Advance to be made by each

Lender as part of such Bid Borrowing, and reject any remaining offers made by Lenders pursuant to paragraph (ii) above by giving the Administrative Agent notice to that effect; provided that acceptance of offers may only be made on the basis of ascending rates for Bid Borrowings of the same Type and duration; and provided further that the Borrower may not accept offers in excess of the aggregate amount requested in the Notice of Bid Borrowing; and provided further still if offers are made by two or more Lenders for the same Type of Bid Borrowing for the same duration and with the same rate of interest, in an aggregate amount which is greater than the amount requested, such offers shall be accepted on a pro rata basis in proportion to the amount of the offer made by each such Lender.
(iv) If the Borrower notifies the Administrative Agent that such Bid Borrowing is cancelled pursuant to paragraph (iii)(x) above, the Administrative Agent shall give prompt notice thereof to the Lenders and such Bid Borrowing shall not be made.
(v) If the Borrower accepts (which acceptance may not be revoked) one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(y) above, the Administrative Agent shall in turn promptly notify (A) each Lender that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such Bid Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (ii) above have been accepted by the Borrower, (B) each Lender that is to make a Bid Advance as part of such Bid Borrowing, of the amount of each Bid Advance to be made by such Lender as part of such Bid Borrowing, and
(C) each Lender that is to make a Bid Advance as part of such Bid Borrowing, upon receipt, that the Administrative Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III.
(b) Each Lender that is to make a Bid Advance as part of a Bid Borrowing shall, before 1:00 P.M. (New York City time) on the date of such Bid Borrowing specified in the Notice of Bid Borrowing relating thereto, make available for the account of its Applicable Lending Office to the Administrative Agent at such account maintained at the Payment Office for Dollars as shall have been notified by the Administrative Agent to the Lenders prior thereto and in same day funds, such Lender's portion of such Bid

Borrowing. Upon fulfillment of the applicable conditions set forth in Article III and after receipt by the Administrative Agent of such funds, the Administrative Agent will make such funds available to the Borrower requesting a Bid Advance at the aforesaid applicable Payment Office. Promptly after each Bid Borrowing the Administrative Agent will notify each Lender of the amount of the Bid Borrowing, the consequent Bid Reduction and the dates upon which such Bid Reduction commenced and will terminate. The Borrower shall indemnify each Lender which is to make a Bid Advance (as a result of the acceptance by the Borrower of one or more offers by such Lender) as part of a Bid Borrowing against any loss, cost or expense incurred by such Lender by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Bid Advance to be made by such Lender as part of such Bid Borrowing or by reason of the termination of hedging or other similar arrangements, in each case when such Bid Advance is not made on such date (other than by reason of a breach of a Lender's obligations hereunder), including without limitation, as a result of any failure to fulfill on or before the date specified in such notice of Bid Borrowing for such Bid Borrowing the applicable conditions set forth in Article III.
(c) Each Bid Borrowing shall be in an aggregate principal amount of not less than $5,000,000 with increments of $1,000,000 and, following the making of each Bid Borrowing, the Borrower and each Lender shall be in compliance with the limitations set forth in the proviso to the first sentence of subsection (a) above.
(d) Within the limits and on the conditions set forth in this
Section 2.03, the Borrower may from time to time borrow under this
Section 2.03, repay or prepay pursuant to subsection (e) below, and reborrow under this Section 2.03; provided that a Notice of Bid Borrowing shall not be given within seven (7) Business Days of the date of any other Notice of Bid Borrowing.
(e) The Borrower shall repay to the Administrative Agent for the account of each Lender which has made, or holds the right to repayment of, a Bid Advance to such Borrower on the maturity date of each Bid Advance (such maturity date being that specified by the Borrower for repayment of such Bid Advance in the related Notice of Bid Borrowing delivered pursuant to subsection (a)(i) above) the then unpaid principal amount of such Bid Advance. The Borrower shall not have the right to prepay any principal amount of any Bid Advance unless, and then only on the terms, specified by the Borrower for such Bid Advance in the related Notice of Bid Borrowing delivered pursuant to subsection (a)(i) above.
(f) The Borrower shall pay interest on the unpaid

principal amount of each Bid Advance from the date of such Bid Advance to the date the principal amount of such Bid Advance is repaid in full, at the rate of interest for such Bid Advance specified by the Lender making such Bid Advance in its notice with respect thereto delivered pursuant to subsection (a)(ii) above, payable on the interest payment date or dates specified by the Borrower for such Bid Advance in the related Notice of Bid Borrowing delivered pursuant to subsection (a)(i) above; provided that any principal amount of any Bid Rate Advance 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 (A) until the scheduled maturity date of such Bid Advances, the greater of (x) 2% per annum above the Base Rate in effect from time to time 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) from and after the scheduled maturity date of such Bid Advances, 2% per annum above the Base Rate in effect from time to time.
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 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 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, and 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 Level 1, (b) 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 Level 3, (d) a rate of 0.1875% 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 Duff & Phelps 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 Duff & Phelps 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) BID ADVANCE ADMINISTRATION FEE. The Borrower agrees to pay the Administrative Agent for its own account a handling fee as set forth in that certain fee letter dated July 24, 1996 between the Administrative Agent and the Borrower in connection with each request for a Bid Advance pursuant to Section 2.03.
(c) AGENTS' FEES. The Borrower agrees to pay to each of the Agents the fees payable to each such Agent pursuant to the fee letters dated as of July 24, 1996 between the Borrower and CUSA and the fee letter dated as of July 9, 1996 between the Borrower and B of A, in the amounts and at the times specified in each of such letters.
(d) ADDITIONAL FEES. In the event the Effective Date has not occurred on or before September 30, 1996, the Borrower agrees to pay to the Administrative Agent for account of each Lender the fees payable to such Lenders pursuant to that certain fee letter dated as of July 24, 1996 between the Borrower and the Administrative Agent.
SECTION 2.05. TERMINATION AND REDUCTION OF THE COMMITMENTS.
(a) MANDATORY TERMINATION. In the event that a mandatory prepayment in full of the Advances is required by the Requisite Lenders pursuant to Section 2.06(b) (whether or not there are Advances outstanding), the Commitments of the Lenders shall immediately terminate.
(b) OPTIONAL REDUCTIONS. The Borrower shall have the right, upon at least three (3) Business Days' notice to the Administrative Agent, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Lenders; provided that
(i) each partial reduction shall be in the aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, and
(ii) the aggregate of the Commitments of the Lenders shall not be reduced to an amount which is less than the Total Utilization of

Commitments.
(c) NO REINSTATEMENT. Once so reduced or terminated pursuant to this Section 2.05, Commitments of the Lenders shall not be reinstated.
SECTION 2.06. REPAYMENT AND PREPAYMENT OF ADVANCES.
(a) MANDATORY REPAYMENT ON CERTAIN DATE. The Borrower shall repay the outstanding principal amount of (i) each Committed Advance made by each Lender on the Termination Date of such Lender, and (ii) each Bid Advance at the maturity date specified in the Notice of Bid Borrowing.
(b) MANDATORY PREPAYMENT IN CERTAIN EVENTS. If any one of the following events shall occur:
(i) any Person or Persons acting in concert shall acquire beneficial ownership of more than 40% of the Borrower's voting stock; or
(ii) during any period of up to 12 months, individuals who at the beginning of such period were directors of the Borrower shall cease to constitute a majority of the Borrower's board of directors; or
(iii) any Debt which is outstanding in a principal amount of at least $15,000,000 in the aggregate (but excluding Debt arising under this Agreement) of the Borrower or any of its Subsidiaries (as the case may be) shall be required to be prepaid (other than by a regularly scheduled required prepayment or by a required prepayment of insurance proceeds or by a required prepayment as a result of formulas based on asset sales or excess cash flow), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof (other than as set forth in
Section 6.01(d));
then, and in any such event, if the Administrative Agent shall have received notice from the Requisite Lenders that they elect to have the Advances prepaid in full and the Administrative Agent shall have provided notice to the Borrower that the Advances are to be prepaid in full, the Borrower shall immediately prepay in full the Advances, together with interest accrued to the date of prepayment and will reimburse the Lenders in respect thereof pursuant to Section 8.04(b).
(c) VOLUNTARY PREPAYMENTS OF COMMITTED BORROWINGS.
(i) The Borrower shall have no right to prepay any principal amount of any Advances other than as provided in this subsection (c).

(ii) The Borrower may, upon notice to the Administrative Agent no later than 11:00 A.M. (New York time)
(i) on the date the Borrower proposes to prepay Committed Advances in the case of Base Rate Advances and (ii) at least two (2) Business Days' notice to the Administrative Agent in the case of Eurodollar Rate Advances, stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of the Advances comprising part of the same Committed Borrowing in whole or ratably in part; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof, and (y) in the case of any such prepayment of any Eurodollar Rate Advance, the Borrower shall pay all accrued interest to the date of such prepayment on the portion of such Eurodollar Rate Advance being prepaid and shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(b).
(d) NO PREPAYMENT OF BID BORROWINGS. The Borrower shall have no right to prepay any principal amount of any Bid Advances.
SECTION 2.07. INTEREST ON COMMITTED ADVANCES. The Borrower shall pay to each Lender interest accrued on the principal amount of each Committed Advance outstanding from time to time from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:
(a) BASE RATE ADVANCES. If such Committed Advance is a Base Rate Advance, a rate per annum equal at all times to (i) the Base Rate in effect from time to time plus (ii) the Applicable Margin, if any, payable quarterly in arrears on the last day of each March, June, September and December during the term of this Agreement, commencing September 30, 1996, and on the Termination Date of the applicable Lender; 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 2% per annum above the Base Rate in effect from time to time.
(b) EURODOLLAR RATE ADVANCES. If such Committed Advance is a Eurodollar Rate Advance, a rate per annum

equal at all times during the Interest Period for such Advance to the sum of (i) the Adjusted Eurodollar Rate for such Interest Period plus
(ii) the Applicable Margin, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on the day which occurs during such Interest Period three months from the first day of such Interest Period; 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 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) 2% per annum above the Base Rate in effect from time to time 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, 2% per annum above the Base Rate in effect from time to time.
SECTION 2.08. INTEREST RATE DETERMINATION.
(a) Each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Adjusted Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks, subject to Section 2.02(b)(iv).
(b) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.07(a) or 2.07(b), and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.07(b).
SECTION 2.09. VOLUNTARY CONVERSION OR CONTINUATION OF COMMITTED ADVANCES.
(a) The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 12:00 noon (New York City time) on the third Business Day prior to the date of the proposed Conversion or continuance (a "Notice of Conversion/Continuation") and subject to the provisions of Section 2.02(b), (1) Convert all Committed Advances of one Type comprising the same Committed Borrowing into Advances of another Type and (2) upon the expiration of any Interest Period applicable to Committed Advances which are Eurodollar Rate Advances, continue all (or, subject to Section 2.02(b), any portion of) such Advances as Eurodollar

Rate Advances and the succeeding Interest Period(s) of such continued Advances shall commence on the last day of the Interest Period of the Advances to be continued; provided, however, that any Conversion of any Eurodollar Rate Advances into Base Rate Advances shall be made on, and only on, the last day of an Interest Period for such Eurodollar Rate Advances. Each such Notice of Conversion/Continuation shall, within the restrictions specified above, specify (i) the date of such continuation or Conversion, (ii) the Committed Advances (or, subject to Section 2.02(b), any portion thereof) to be continued or Converted, (iii) if such continuation is of, or such Conversion is into, Eurodollar Rate Advances, the duration of the Interest Period for each such Committed Advance, and (iv) in the case of a continuation of or a Conversion into a Eurodollar Rate Advance, that no Potential Event of Default or Event of Default has occurred and is continuing.
(b) If upon the expiration of the then existing Interest Period applicable to any Committed Advance which is a Eurodollar Rate Advance, the Borrower shall not have delivered a Notice of Conversion/Continuation in accordance with this Section 2.09, then such Advance shall upon such expiration automatically be Converted to a Base Rate Advance.
(c) After the occurrence of and during the continuance of a Potential Event of Default or an Event of Default, the Borrower may not elect to have an Advance be made or continued as, or Converted into, a Eurodollar Rate Advance after the expiration of any Interest Period then in effect for that Advance.
SECTION 2.10. INCREASED COSTS.
(a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A reasonably detailed certificate as to the amount and manner of calculation of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.

(b) If any Lender (other than Designated Bidders) determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. A reasonably detailed certificate as to such amounts and the manner of calculation thereof submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.
(c) If a Lender shall change its Applicable Lending Office, such Lender shall not be entitled to receive any greater payment under Sections 2.10 and 2.12 than the amount such Lender would have been entitled to receive if it had not changed its Applicable Lending Office, unless such change was made at the request of the Borrower or at a time when the circumstances giving rise to such greater payment did not exist.
SECTION 2.11. PAYMENTS AND COMPUTATIONS.
(a) The Borrower shall make each payment hereunder not later than 1:00 P.M. (New York City time) on the day when due in Dollars to the Administrative Agent at its address referred to in Section 8.02 in same day funds. Subject to the immediately succeeding sentence, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.10 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due

hereunder, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.
(b) All computations of interest based on the Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Adjusted Eurodollar Rate, the Federal Funds Rate or the Fixed Rate and of commitment fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or such fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes. absent manifest error.
(c) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fee, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.
(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in

full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.
SECTION 2.12. TAXES.
(a) Any and all payments by the Borrower hereunder shall be made, in accordance with Section 2.11, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding (i) in the case of each Lender and each Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender or such Agent (as the case may be) is organized or any political subdivision thereof or in which its principal office is located, (ii) in the case of each Lender taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such Lender's Applicable Lending Office or any political subdivision thereof and (iii) in the case of each Lender and each Agent, taxes imposed by the United States by means of withholding at the source if and to the extent that such taxes shall be in effect and shall be applicable on the date hereof in the case of each Bank and on the effective date of the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, on payments to be made to the Agents or such Lender's Applicable Lending Office (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or either Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.12) such Lender or such Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.
(b) In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from the execution, delivery or registration of, or otherwise with respect to, this Agreement (hereinafter referred to as "Other Taxes").

(c) The Borrower will indemnify each Lender and each Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.12) paid by such Lender or such Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written demand therefor.
(d) Within 30 days after the date of any payment of Taxes, the Borrower will furnish to the Administrative Agent, at its address referred to in Section 8.02, the original or a certified copy of a receipt evidencing payment thereof.
(e) Each Lender organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Bank and on the date of the Assignment and Acceptance pursuant to which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower with Internal Revenue Service form 1001 or 4224, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States. If the form provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from "Taxes" as defined in Section 2.12(a).
(f) For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described in Section
2.12(e) (other than if such failure is due to a change in law occurring subsequent to the date on which a form originally was required to be provided, or if such form otherwise is not required under the first sentence of subsection (e) above), such Lender shall not be entitled to indemnification under Section 2.12(a) with respect to Taxes imposed by the United States; provided, however, that should a Lender become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall, at the expense of such Lender, take such steps as the

Lender shall reasonably request to assist the Lender to recover such Taxes.
(g) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.12 shall survive the payment in full of principal and interest hereunder.
SECTION 2.13. SHARING OF PAYMENTS, ETC. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advances made by it (other than pursuant to Section 2.10 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)) in excess of its ratable share of payments on account of the Committed Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Committed Advances made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
SECTION 2.14. EVIDENCE OF DEBT.
(a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.
(b) The Register maintained by the Administrative Agent pursuant to Section 8.07(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date, amount and tenor, as applicable, of each Borrowing, the Type of Advances comprising such Borrowing and the Interest Period applicable thereto,

(ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iv) the amount of any sum received by the Administrative Agent from the Borrower hereunder and each Lender's share thereof.
(c) The entries made in the Register shall be conclusive and binding for all purposes, absent manifest error.
(d) If, in the opinion of any Lender, a promissory note or other evidence of debt is required, appropriate or desirable to reflect or enforce the indebtedness of the Borrower resulting from the Committed Advances or Bid Advances made, or to be made, by such Lender to the Borrower, then, upon request of such Lender, the Borrower shall promptly execute and deliver to such Lender a promissory note substantially in the form of EXHIBIT G-1 in the case of Committed Advances and EXHIBIT G-2 in the case of Bid Advances, payable to the order of such Lender in an amount up to the maximum amount of Committed Advances or Bid Advances, as the case may be, payable or to be payable by such Borrower to the Lender from time to time hereunder.
SECTION 2.15. USE OF PROCEEDS.
(a) Advances shall be used by the Borrower for commercial paper backup and for general corporate purposes; provided that proceeds of Advances and proceeds of commercial paper as to which this Agreement provides backup shall not be used for any Hostile Acquisition.
(b) No portion of the proceeds of any Advances under this Agreement shall be used by the Borrower or any of its Subsidiaries in any manner which might cause the Advances or the application of such proceeds to violate, or require any Lender to make any filing or take any other action under, Regulation G, Regulation U, Regulation T, or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation of such Board or to violate the Securities Exchange Act of 1934, in each case as in effect on the date or dates of such Advances and such use of proceeds.
SECTION 2.16. EXTENSION OF THE COMMITMENT TERMINATION DATE. The Borrower may not more than once in any calendar year and not later than 45 days prior to an anniversary of the Effective Date, request that the Commitment Termination Date of all Eligible Lenders (as defined below) be extended for a period of one year by delivering to the Administrative Agent a signed copy of an

extension request (an "Extension Request") in substantially the form of EXHIBIT E hereto. The Administrative Agent shall promptly notify each Eligible Lender of its receipt of such Extension Request. On or prior to ten days prior to the applicable anniversary of the Effective Date in each calendar year in which there has been an Extension Request (the "Determination Date"), each Eligible Lender shall notify the Administrative Agent and the Borrower of its willingness or unwillingness to extend its Commitment Termination Date hereunder. Any Eligible Lender that shall fail to so notify the Administrative Agent and the Borrower on or prior to the Determination Date shall be deemed to have declined to so extend. In the event that, on or prior to the Determination Date, Eligible Lenders representing 66-2/3% or more of the aggregate amount of the Commitments of all Eligible Lenders then in effect shall consent to such extension, upon confirmation by the Administrative Agent of such consent, the Administrative Agent shall so advise the Lenders and the Borrower, and, subject to execution of documentation evidencing such extension and consents, the Commitment Termination Date of each Eligible Lender (each a "Consenting Lender") that has consented on or prior to the Determination Date to so extend shall be extended to the date one year after the Commitment Termination Date of such Eligible Lender in existence on the date of the related Extension Request. Thereafter, (i) for each Consenting Lender, the term "Commitment Termination Date" shall at all times refer to such date, unless it is later extended pursuant to this Section 2.16, and (ii) for each Lender that is not an Eligible Lender and for each Eligible Lender that either has declined on or prior to the Determination Date to so extend or is deemed to have so declined, the term "Commitment Termination Date" shall at all times refer to the date which was the Commitment Termination Date of such Lender immediately prior to the delivery to the Administrative Agent of such Extension Request. In the event that, as of the Determination Date, the Consenting Lenders represent less than 66-2/3% of the aggregate amount of the Commitments of all Eligible Lenders then in effect, and the Agents confirm the same, the Administrative Agent shall so advise the Lenders and the Borrower, and none of the Lenders' Commitment Termination Dates shall be extended to the date indicated in the Extension Request and each Lender's Commitment Termination Date shall continue to be the date which was the Commitment Termination Date of such Lender immediately prior to the delivery to the Agents of such Extension Request. For purposes of this Section 2.16, the term "Eligible Lenders" means, with respect to any Extension Request, (i) all Lenders if no Lender's Commitment Termination Date had been extended pursuant to this Section 2.16 prior to the delivery to the Agents of such Extension Request, and (ii) in all other cases, those Lenders which had extended their Commitment Termination Date in the most recent extension of any Commitment Termination Date effected pursuant to this
Section 2.16.

SECTION 2.17. SUBSTITUTION OF LENDERS. If any Lender requests compensation from the Borrower under Section 2.10(a) or (b) or Section 2.12 or if any Lender declines to extend its Commitment Termination Date pursuant to
Section 2.16, the Borrower shall have the right, with the assistance of the Agents, to seek one or more Eligible Assignees (which may be one or more of the Lenders) reasonably satisfactory to the Agents and the Borrower to purchase the Advances and assume the Commitments of such Lender, and the Borrower the Agents, such Lender, and such Eligible Assignees shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 8.07(a) hereof to effect the assignment of rights to and the assumption of obligations by such Eligible Assignees; provided that (i) such requesting Lender shall be entitled to compensation under Section 2.10 and 2.12 for any costs incurred by it prior to its replacement, (ii) no Event of Default, or event which with the giving of notice or lapse of time or both would be an Event of Default, has occurred and is continuing, (iii) the Borrower has satisfied all of its obligations under the Loan Documents relating to such Lender, including without limitation obligations, if any, under Section 8.04(b), and (iv) the Borrower shall have paid the Administrative Agent a $3,000 administrative fee if such replacement Lender is not an existing Lender.
ARTICLE III
CONDITIONS OF EFFECTIVENESS AND LENDING
SECTION 3.01. DOCUMENTS TO BE DELIVERED ON THE CLOSING DATE. The Closing Date shall be deemed to have occurred when this Agreement shall have been executed and delivered by the parties hereto and (a) the Agents shall have received the following, each dated the Closing Date or within two days prior to the Closing Date unless otherwise indicated, and each in form and substance satisfactory to the Agents unless otherwise indicated and in sufficient copies for each Lender:
(i) Copies of resolutions of the Board of Directors of the Borrower (or its Executive Committee, together with evidence of the authority of the Executive Committee) approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, certified as of a recent date prior to the Closing Date.
(ii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder.
(iii) Certified copies of the Borrower's

Certificate of Incorporation, together with good standing certificates from the state of Delaware and the jurisdiction of the Borrower's principal place of business, each to be dated a recent date prior to the Closing Date;
(iv) Copies of the Borrower's Bylaws, certified as of the Closing Date by their respective Secretary or an Assistant Secretary;
(v) Executed originals of this Agreement and the other documents to be delivered by the Borrower hereunder;
(vi) A favorable opinion of the General Counsel of the Borrower, substantially in the form of EXHIBIT C-1 hereto;
(vii) A favorable opinion of O'Melveny & Myers LLP, counsel for the Agents, substantially in the form of EXHIBIT D-1 hereto;
(viii) The Form 10, in the form filed with the SEC;
(ix) The Form 8-K, in the form filed with the SEC;
(x) A certificate of an authorized officer of the Borrower to the effect that since December 31, 1995, there has been no material adverse change in the operations, business or financial or other condition or properties of the Borrower and its Subsidiaries, taken as a whole and since March 31, 1996 there has been no material adverse change in the operations, business or financial or other condition or properties of the Borrower and its Subsidiaries, taken as a whole, in each case on a pro forma basis after giving effect to the Distribution; and
(xi) Evidence that the Newco Credit Agreement has been duly executed and delivered and the Closing Date thereunder has occurred; and
(b) the Agents shall have received such other approvals, opinions or documents as the Requisite Lenders through the Agents may reasonably request.
SECTION 3.02. CONDITIONS PRECEDENT TO EFFECTIVE TIME. This Agreement shall become fully effective pursuant to Section 8.06(b) at the Effective Time on the Effective Date upon the satisfaction of, and the obligation of each Lender to make its initial Advance is subject to, the conditions precedent that:
(a) the Agents shall have received on or before

the Effective Date the following, each dated the Effective Date unless otherwise indicated, and each in form and substance satisfactory to the Requisite Lenders and in sufficient copies for each Lender:
(i) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying that the documents, certificates and statements referred to in Section 3.01(a)(i) through (iv) remain in full force and effect and are true and correct as of the Effective Date as if executed and made on the Effective Date;
(ii) A favorable opinion of the General Counsel of the Borrower, substantially in the form of EXHIBIT C-2 hereto;
(iii) A favorable opinion of O'Melveny & Myers LLP, counsel for the Agents, substantially in the form of EXHIBIT D-2 hereto;
(iv) A certificate of an authorized officer of the Borrower certifying that the statements made in the certificate referred to in Section 3.01(a)(x) remain true and correct as of the Effective Date;
(v) Evidence reasonably satisfactory to the Requisite Lenders that the Distribution Agreement is in full force and effect and has not been amended, supplemented, waived or otherwise modified without the consent of Requisite Lenders, and executed and conformed copies thereof (including all exhibits and schedules thereto) and any amendments thereto and all documents executed in connection therewith shall have been delivered to Agents;
(vi) Evidence reasonably satisfactory to the Requisite Lenders that the Merger has become effective and that the Distribution will become effective immediately after the Effective Time at the Distribution Time in accordance with the terms and conditions of the Distribution Agreement;
(vii) Evidence that the SEC has declared the Form 10 effective;
(viii) Evidence reasonably satisfactory to the Requisite Lenders that all approvals, permits, licenses, authorizations and consents, if any, from any governmental or regulatory authority necessary to effectuate the Distribution have been duly obtained and are in full force and effect as of the Effective Date;

(ix) Evidence that the Newco Credit Agreement has become effective in accordance with the terms and conditions set forth therein; and
(x) Letter agreements between the Borrower and the Exiting Banks, reasonably satisfactory to the Requisite Lenders terminating (1) all funding obligations and other obligations of the Exiting Banks under the Existing Credit Agreement upon the effectiveness of this Agreement, and (2) all payment obligations and other obligations of the Borrower under the Existing Credit Agreement to the Exiting Banks upon the terms and conditions set forth in such letter agreements; and
(b) the Agents shall have received the fees set forth in
Section 2.04(c) if such fees are payable to the Agents and the Banks on or prior to the Effective Date; and
(c) the Agents shall have received such other approvals, opinions or documents as the Requisite Lenders through the Agents may reasonably request.
SECTION 3.03. CONDITIONS PRECEDENT TO EACH COMMITTED BORROWING. The obligation of each Lender to make a Committed Advance on the occasion of a Committed Borrowing (including the initial Committed Borrowing) shall be subject to the further conditions precedent that (x) the Administrative Agent shall have received a Notice of Committed Borrowing with respect thereto in accordance with
Section 2.02 and (y) on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):
(i) The representations and warranties of the Borrower contained in Section 4.01 are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; and
(ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default, or a Potential Event of Default; and

(b) the Agents shall have received such other approvals, opinions or documents as the Requisite Lenders through the Agents may reasonably request.
SECTION 3.04. CONDITIONS PRECEDENT TO EACH BID BORROWING. The obligation of each Lender to make a Bid Advance on the occasion of a Bid Borrowing (including the initial Bid Borrowing) shall be subject to the further conditions precedent that (x) the Administrative Agent shall have received a Notice of Bid Borrowing with respect thereto in accordance with Section 2.03 and
(y) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Bid Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):
(i) The representations and warranties of the Borrower contained in Section 4.01 are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; and
(ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default, or a Potential Event of Default.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The Borrower represents and warrants as follows:
(a) DUE ORGANIZATION, ETC. The Borrower and each Material Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Borrower and each of its Material Subsidiaries are qualified to do business in and are in good standing under the laws of each jurisdiction in which failure to be so qualified would have a material adverse effect on the Borrower and its Subsidiaries, taken as a whole.
(b) DUE AUTHORIZATION, ETC. The execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not

contravene (i) the Borrower's Certificate of Incorporation or (ii) applicable law or any material contractual restriction binding on or affecting the Borrower.
(c) 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 Borrower of this Agreement and the other Loan Documents.
(d) VALIDITY. This Agreement is the legal, valid and binding obligation of the Borrower enforceable against the Borrower 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.
(e) CONDITION OF THE BORROWER. The consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 1995, 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 pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 1996 and the pro forma statements of consolidated income of the Borrower and its Subsidiaries for the three months ended March 31, 1996 and 1995 and for the year ended December 31, 1995, in each case after giving effect to the Distribution, copies of which are contained in the Form 8-K furnished to each Bank pursuant to Section 3.01(a)(ix), fairly present the consolidated financial condition of the Borrower and its Subsidiaries (on a pro forma basis after giving effect to the Distribution with respect to such pro forma financial statements) as at such date and the results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, 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 March 31, 1996, after giving effect to the Distribution.
(f) LITIGATION. (i) There is no pending action or proceeding against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, and (ii) to the knowledge of the Borrower, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, which in either case, in the reasonable judgement of

the Borrower could reasonably be expected to materially adversely affect the financial condition or operations of the Borrower and its Subsidiaries, taken as a whole, or with respect to actions of third parties which purports to affect the legality, validity or enforceability of this Agreement.
(g) MARGIN REGULATIONS. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock in any manner that violates, or would cause a violation of, Regulation G, Regulation T, Regulation U or Regulation X. Less than 25 percent of the fair market value of the assets of (i) the Borrower or
(ii) the Borrower and its Subsidiaries consists of Margin Stock.
(h) PAYMENT OF TAXES. The Borrower and each of its Subsidiaries have filed or caused to be filed all material tax returns (federal, state, local and foreign) required to be filed and paid all material amounts of taxes shown thereon to be due, including interest and penalties, except for such taxes as are being contested in good faith and by proper proceedings and with respect to which appropriate reserves are being maintained by the Borrower or any such Subsidiary, as the case may be.
(i) GOVERNMENTAL REGULATION. The Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940, each as amended, or to any Federal or state statute or regulation limiting its ability to incur indebtedness for money borrowed. No Subsidiary of the Borrower is subject to any regulation that would limit the ability of the Borrower to enter into or perform its obligations under this Agreement.
(j) ERISA.
(i) No ERISA Event which might result in liability of the Borrower or any of its ERISA Affiliates in excess of $10,000,000 (or, in the case of an event described in clause
(v) of the definition of ERISA Event, $750,000) (other than for premiums payable under Title IV of ERISA) has occurred or is reasonably expected to occur with respect to any Pension Plan.
(ii) Schedule B (Actuarial Information) to the most recently completed annual report prior to

the Effective Date (Form 5500 Series) for each Pension Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Agents, is complete and, to the best knowledge of the Borrower, accurate, and since the date of such Schedule B there has been no material adverse change in the funding status of any such Pension Plan.
(iii) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any Withdrawal Liability to any Multiemployer Plan which has not been satisfied or which is or might be in excess of $10,000,000.
(iv) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and, to the best knowledge of the Borrower, no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated within the meaning of Title IV of ERISA.
(k) ENVIRONMENTAL MATTERS.
(i) The Borrower and each of its Subsidiaries is in compliance in all material respects with all Environmental Laws the non-compliance with which could reasonably be expected to have a material adverse effect on the financial condition or operations of the Borrower and its Subsidiaries, taken as a whole, and (ii) there has been no "release or threatened release of a hazardous substance" (as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. 9601 et seq.) or any other release, emission or discharge into the environment of any hazardous or toxic substance, pollutant or other materials from the Borrower's or its Subsidiaries' property other than as permitted under applicable Environmental Law and other than those which would not have a material adverse effect on the financial condition or operations of the Borrower and its Subsidiaries, taken as a whole. Other than disposals (A) for which the Borrower has been indemnified in full or (B) which would not have a material adverse effect on the financial condition or operations of the Borrower and its Subsidiaries, taken as a whole, all "hazardous waste" (as defined by the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq. (1976) and the regulations thereunder, 40 CFR Part 261 ("RCRA")) generated at the Borrower's or any Subsidiaries' properties have in the past been and

shall continue to be disposed of at sites which maintain valid permits under RCRA and any applicable state or local Environmental Law.
(l) DISCLOSURE. As of the Closing Date and as of the Effective Date, to the best of the Borrower's knowledge, no representation or warranty of the Borrower or any of its Subsidiaries contained in this Agreement or any other Loan Document or statement made in the Form 10 (including all Exhibits thereto filed with the Securities and Exchange Commission) or the Form 8-K or in any other document, certificate or written statement furnished to the Banks by or on behalf of the Borrower or any of its Subsidiaries contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained in such agreements, documents, certificates and statements not misleading in light of the circumstances in which the same were made.
ARTICLE V
COVENANTS OF THE BORROWER
SECTION 5.01. AFFIRMATIVE COVENANTS. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will unless the Requisite Lenders shall otherwise consent in writing:
(a) COMPLIANCE WITH LAWS ETC. Comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, (i) complying with all Environmental Laws and (ii) paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or upon its property except to the extent contested in good faith, except where failure to so comply would not have a material adverse effect on the business, condition (financial or otherwise), operations or properties of the Borrower and its Subsidiaries, taken as a whole.
(b) REPORTING REQUIREMENTS. Furnish to the Administrative Agent (in sufficient quantity for delivery to each Lender) for prompt distribution by the Administrative Agent to the Lenders and furnish to the Documentation Agent:
(i) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, consolidated balance sheets as of the end of such quarter and consolidated statements of source and application of funds of the Borrower and its Subsidiaries and consolidated statements

of income and retained earnings of the Borrower and its Subsidiaries for such quarter and the period commencing at the end of the previous fiscal year and ending with the end of such quarter and certified by the chief financial officer or chief accounting officer of the Borrower;
(ii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, containing financial statements (including a consolidated balance sheet and consolidated statement of income and cash flows of the Borrower and its Subsidiaries) for such year, certified by and accompanied by an opinion of Deloitte & Touche or other nationally recognized independent public accountants. The opinion shall be unqualified (as to going concern, scope of audit and disagreements over the accounting or other treatment of offsets) and shall state that such consolidated financial statements present fairly in all material respects the financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;
(iii) together with each delivery of the report of the Borrower and its Subsidiaries pursuant to subsections (i) and (ii) above, a Compliance Certificate for the year executed by the chief financial officer or treasurer of the Borrower demonstrating in reasonable detail compliance during and at the end of such accounting periods with the restrictions contained in Section 5.02(e) and (f) (and setting forth the arithmetical computation required to show such compliance) and stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his or her supervision, a review in reasonable detail of the transactions and condition of the Borrower and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of the compliance certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default or, if any such

condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrower has taken, is taking and proposes to take with respect thereto;
(iv) as soon as possible and in any event within five days after the occurrence of each Event of Default and each 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 of Default or event and the action which the Borrower has taken and proposes to take with respect thereto;
(v) promptly after any material change in accounting policies or reporting practices, notice and a description in reasonable detail of such change;
(vi) promptly and in any event within 30 days after the Borrower or any ERISA Affiliate knows or has reason to know that any ERISA Event referred to in clause (i) of the definition of ERISA Event with respect to any Pension Plan has occurred which might result in liability to the PBGC a statement of the chief accounting officer of the Borrower describing such ERISA Event and the action, if any, that the Borrower or such ERISA Affiliate has taken or proposes to take with respect thereto;
(vii) promptly and in any event within 15 days after the Borrower or any ERISA Affiliate knows or has reason to know that any ERISA Event (other than an ERISA Event referred to in (vi) above) with respect to any Pension Plan has occurred which might result in liability to the PBGC in excess of $100,000, a statement of the chief accounting officer of the Borrower describing such ERISA Event and the action, if any, that the Borrower or such ERISA Affiliate has taken or proposes to take with respect thereto;
(viii) promptly and in any event within five Business Days after receipt thereof by the Borrower or any ERISA Affiliate from the PBGC, copies of each notice from the PBGC of its intention to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan;
(ix) promptly and in any event within 15 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a

Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (w) the imposition of Withdrawal Liability by a Multiemployer Plan in excess of $100,000, (x) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (y) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA or (z) the amount of liability incurred, or expected to be incurred, by the Borrower or any ERISA Affiliate in connection with any event described in clause (w), (x) or (y) above;
(x) promptly after the commencement thereof, notice of all material actions, suits and proceedings before any court or government department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any of its Subsidiaries, of the type described in
Section 4.01(f);
(xi) promptly after the occurrence thereof, notice of (A) any event which makes any of the representations contained in Section 4.01(k) inaccurate in any material respect or (B) the receipt by the Borrower of any notice, order, directive or other communication from a governmental authority alleging violations of or noncompliance with any Environmental Law which could reasonably be expected to have a material adverse effect on the financial condition of the Borrowers and its Subsidiaries, taken as a whole;
(xii) promptly after any change in the rating established by S&P, Moody's or Duff & Phelps, as applicable, with respect to Long-Term Debt, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as any Lender through either Agent may reasonably request;
(xiii) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to any of its public security holders, and copies of all reports and registration statements which the Borrower files with the SEC or any national security exchange;
(xiv) promptly after the Borrower or any ERISA Affiliate creates any employee benefit plan to provide health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower or any of its ERISA Affiliates (except as provided in

Section 4980B of the Code and except as provided under the terms of any employee welfare benefit plans provided pursuant to the terms of collective bargaining agreements) under the terms of which the Borrower and/or any of its ERISA Affiliates are not permitted to terminate such benefits, a notice detailing such plan; and
(xv) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through either Agent may from time to time reasonably request.
(c) CORPORATE EXISTENCE, ETC. The Borrower will, and will cause each of its Subsidiaries to, at all times preserve and maintain its fundamental business and preserve and keep in full force and effect its corporate existence (except as permitted under Section 5.02(b) hereof) and all rights, franchises and licenses necessary or desirable in the normal conduct of its business; provided, however, that this paragraph (c) shall not apply in any case when, in the good faith business judgment of the Borrower, such preservation or maintenance is neither necessary nor appropriate for the prudent management of the business of the Borrower.
(d) INSPECTION. The Borrower will permit and will cause each of its Subsidiaries to permit any authorized representative designated by either Agent or any Lender at the expense of such Agent or such Lender, to visit and inspect any of the properties of the Borrower or any of its Subsidiaries, including its and their financial and accounting records, and to take copies and to take extracts therefrom, and discuss its and their affairs, finances and accounts with its and their officers and independent public accountants, all during normal hours, upon reasonable notice and as often as may be reasonably requested.
(e) INSURANCE. The Borrower will maintain and will cause each of its Subsidiaries to maintain insurance to such extent and covering such risks as is usual for companies engaged in the same or similar business and on request will advise the Lenders of all insurance so carried.
(f) TAXES. The Borrower will and will cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (x) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (y) all lawful claims that, if unpaid, might by law become a lien upon their property; provided, however, that neither the Borrower nor any such Subsidiary shall be required to pay or discharge any such tax, assessment, charge or levy (A)

that is being contested in good faith and by proper proceedings and for which appropriate reserves are being maintained, or (B) the failure to pay or discharge which would not have a material adverse effect on the financial condition or operations of the Borrower and its Subsidiaries taken as a whole.
(g) MAINTENANCE OF BOOKS, ETC. The Borrower will, and will cause each of its Subsidiaries to, keep proper books of records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower and each of its domestic Subsidiaries in accordance with GAAP and with respect to foreign Subsidiaries in accordance with customary accounting standards in the applicable jurisdiction, in each case consistently applied and consistent with prudent business practices.
SECTION 5.02. NEGATIVE COVENANTS. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, without the written consent of the Requisite Lenders:
(a) LIENS, ETC. The Borrower will not create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, unless the Borrower's obligations hereunder shall be secured equally and ratably with, or prior to, any such Debt; provided however that the foregoing restriction shall not apply to the following Liens which are permitted:
(i) Liens on assets of any Subsidiary of the Borrower existing at the time such Person becomes a Subsidiary (other than any such Lien created in contemplation of becoming a Subsidiary);
(ii) Liens on accounts receivable resulting from the sale of such accounts receivable by the Borrower or a Subsidiary of the Borrower, so long as, at any time, the aggregate outstanding amount of cash advanced to the Borrower or such Subsidiary, as the case may be, and attributable to the sale of such accounts receivable does not exceed $300,000,000;
(iii) purchase money Liens upon or in any property acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or to

secure Debt incurred solely for the purpose of financing the acquisition of such property (provided that the amount of Debt secured by such Lien does not exceed 100% of the purchase price of such property and transaction costs relating to such acquisition) and Liens existing on such property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); and the interest of the lessor thereof in any property that is subject to a Capital Lease;
(iv) any Lien securing Debt that was incurred prior to or during construction or improvement of property for the purpose of financing all or part of the cost of such construction or improvement, provided that the amount of Debt secured by such Lien does not exceed 100% of the fair market value of such property after giving effect to such construction or improvement;
(v) any Lien securing Debt of a Subsidiary owing to the Borrower;
(vi) Liens resulting from any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Debt secured by any Lien referred to in clauses (i), (iii) and (iv) above so long as (x) the aggregate principal amount of such Debt shall not increase as a result of such extension, renewal or replacement and (y) Liens resulting from any such extension, renewal or replacement shall cover only such property which secured the Debt that is being extended, renewed or replaced; and
(vii) Liens other than Liens described in clauses (i) through (vi) hereof, whether now existing or hereafter arising, securing Debt in an aggregate amount not exceeding $50,000,000.
(b) RESTRICTIONS ON FUNDAMENTAL CHANGES. The Borrower will not, and will not permit any of its Material Subsidiaries to, merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or a substantial portion of its assets (whether now owned or hereafter acquired) to any Person, or enter into any partnership, joint venture, syndicate, pool or other combination, unless no Event of Default or Potential Event of Default has occurred and is continuing or would result therefrom and, in the case of a merger or consolidation of the Borrower, (i) the Borrower is the surviving entity or (ii) the

surviving entity assumes all of the Borrower's obligations under this Agreement in a manner satisfactory to the Requisite Lenders.
(c) PLAN TERMINATIONS. The Borrower will not, and will not permit any ERISA Affiliate to, terminate any Pension Plan so as to result in liability of the Borrower or any ERISA Affiliate to the PBGC in excess of $15,000,000, or permit to exist any occurrence of an event or condition which reasonably presents a material risk of a termination by the PBGC of any Pension Plan with respect to which the Borrower or any ERISA Affiliate would, in the event of such termination, incur liability to the PBGC in excess of $15,000,000.
(d) MARGIN STOCK. The Borrower will not permit 25% or more of the fair market value of the assets of (i) the Borrower or (ii) the Borrower and its Subsidiaries to consist of Margin Stock.
(e) MINIMUM NET WORTH. The Borrower will not permit at any time Net Worth to be less than the sum of (i) 80% of Net Worth as of the Effective Date, plus (ii) 25% of Net Income (if a positive number) from the Effective Date to the then most recent June 30 or December 31, plus (iii) all Additions to Capital from the Effective Date to the then most recent June 30 or December 31.
(f) MAXIMUM FUNDED DEBT RATIO. The Borrower will not permit at any time the ratio of (i) Funded Debt to (ii) EBITDA, for each period consisting of the most recently ended four consecutive fiscal quarters of the Borrower, to exceed 3.00 to 1.00.
(g) SWAPS. The Borrower will not and will not permit any of its Subsidiaries to create or suffer to exist any Lien, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign any right to receive income, in each case to secure or provide for the payment of any Swaps.
ARTICLE VI
EVENTS OF DEFAULT
SECTION 6.01. EVENTS OF DEFAULT. If any of the following events ("Events of Default") shall occur and be continuing:
(a) The Borrower shall fail to pay any principal of any Advance when the same becomes due and payable or the Borrower shall fail to pay any interest on any Advance or any fees or other amounts payable hereunder within five days of the date due; or
(b) Any representation or warranty made or deemed

made by the Borrower herein or by the Borrower pursuant to this Agreement (including any notice, certificate or other document delivered hereunder) shall prove to have been incorrect in any material respect when made; or
(c) The Borrower shall fail to perform or observe (i) any term, covenant or agreement contained in this Agreement (other than any term, covenant or agreement contained in Section 5.01(b)(iv), 5.01(c) or 5.02) on its part to be performed or observed and the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 30 days after the Borrower obtains knowledge of such breach or (ii) any term, covenant or agreement contained in Section 5.02 and either of the Agents or the Requisite Lenders shall have notified the Borrower that an Event of Default has occurred, or (iii) any term, covenant or agreement contained in Section 5.01(b)(iv) or 5.01(c); or
(d) The Borrower or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any Debt which is outstanding in a principal amount of at least $15,000,000 in the aggregate (but excluding Debt arising under this Agreement) of the Borrower or such Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or the Borrower or any of its Subsidiaries shall fail to perform or observe any other agreement, term or condition contained in any agreement or instrument relating to any such Debt (or if any other event or condition of default under any such agreement or instrument shall exist) and such failure, event or condition shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such failure, event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable as a result of such failure, event or condition; or
(e) The Borrower or any of its Material Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Material Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or

seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for a substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any of its Material Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (e); or
(f) Any judgment or order for the payment of money in excess of $25,000,000 shall be rendered against the Borrower or any of its Material Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon a final or nonappealable judgment or order or (ii) there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;
(g) (i) Any ERISA Event with respect to a Pension Plan shall have occurred and, 30 days after notice thereof shall have been given to the Borrower by either of the Agents, (x) such ERISA Event shall still exist arid (y) the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Pension Plan and the Insufficiency of any and all other Pension Plans with respect to which an ERISA Event shall have occurred and then exist (or in the case of a Pension Plan with respect to which an ERISA Event described in clause (iii) through (vi) of the definition of ERISA Event shall have occurred and then exist, the liability related thereto) is equal to or greater than $25,000,000; or
(ii) The Borrower or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred an aggregate Withdrawal Liability for all years to such Multiemployer Plan in an amount that, when aggregated with all other amounts then required to be paid to Multiemployer Plans by the Borrower and its ERISA Affiliates as Withdrawal Liability (determined as of the date of such notification), exceeds $25,000,000 and it is reasonably likely that all amounts then required to be paid to Multiemployer Plans by the Borrower and its ERISA Affiliates as Withdrawal Liability will exceed $25,000,000; or

(iii) The Borrower or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV or ERISA, and it is reasonably likely that as a result of such reorganization or termination the aggregate annual contributions of the Borrower and its ERISA Affiliates to all Multiemployer Plans that are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the plan year of such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $25,000,000;
then, and in any such event, either of the Agents (i) shall at the request, or may with the consent, of the Requisite Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and
(ii) shall at the request, or may with the consent, of the Requisite Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower or any of its Subsidiaries under the Bankruptcy Code, (A) the obligation of each Lender to make Advances shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.
ARTICLE VII
THE AGENTS
SECTION 7.01. AUTHORIZATION AND ACTION. Each Lender hereby appoints and authorizes CUSA to act as Administrative Agent under this Agreement and B of A to act as Documentation Agent under this Agreement and authorizes each Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to each Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of the

Advances and other amounts owing hereunder), no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders, and such instructions shall be binding upon all Lenders; provided, however, that no Agent shall be required to take any action which exposes such Agent to personal liability or which is contrary to any of the Loan Documents or applicable law. Each Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of the Loan Documents.
SECTION 7.02. AGENTS' RELIANCE, ETC. Neither the Agents nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with any of the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agents: (i) may treat the payee of any Advance as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender which is the payee of such Advance, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with any of the Loan Documents; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of the Loan Documents on the part of the Borrower or to inspect the property (including the books and records) of the Borrower;
(v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any of the Loan Documents or any other instrument or document furnished pursuant hereto; and
(vi) shall incur no liability under or in respect of any of the Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
SECTION 7.03. CUSA, B OF A AND AFFILIATES. With respect to its respective Commitment and the respective Advances made by it, CUSA and B of A shall each have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not an Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include B of A and CUSA

respectively in its individual capacity. B of A or CUSA and their respective affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business (including without limitation the investment banking business) with, the Borrower, any of its subsidiaries and any Person who may do business with or own securities of the Borrower or any such subsidiary, all as if B of A or CUSA, as the case may be was not Agent and without any duty to account therefor to the Lenders.
SECTION 7.04. LENDER CREDIT DECISION. Each Lender acknowledges that it has, independently and without reliance upon either the Agents or any other Lender and based on the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agents 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 this Agreement.
SECTION 7.05. INDEMNIFICATION. The Lenders (other than the Designated Bidders) agree to indemnify each Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Committed Advances then held by each of them (or if no such Advances are at the time outstanding or if any such Advances are held by Persons which are not Lenders, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against such Agent in any way relating to or arising out of any of the Loan Documents or any action taken or omitted by such Agent under any of the Loan Documents, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from any Agent's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender (other than the Designated Bidders) agrees to reimburse each Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, syndication, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, the Loan Documents, to the extent that such Agent is not reimbursed for such expenses by the Borrower.
SECTION 7.06. SUCCESSOR AGENT. Each Agent may resign at any time by giving written notice thereof to the

Lenders and the Borrower and may be removed at any time with or without cause by the Requisite Lenders. Upon any such resignation or removal, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Requisite Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America or of any State thereof or any Bank and, in each case having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under the Loan Documents.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01. AMENDMENTS, ETC. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Requisite Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder or (f) amend Section 2.15 or this Section 8.01; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Agent under this Agreement.
SECTION 8.02. NOTICES, ETC. All notices and other communications provided for hereunder shall be in writing (including telecopier, telegraphic, telex or cable

communication) and mailed, telecopied, telegraphed, telexed, cabled or delivered, if to the Borrower, at its address at Dial Tower, Phoenix, Arizona 850772343, Attn: Treasurer; if to any Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender; if to the Administrative Agent at its address at Citicorp USA, Inc., Loan Syndications Operations, 1 Court Square, 7th Floor Zone 1, Long Island City, New York 11120 (with a copy of notices, other than those given pursuant to Sections 2.01 through 2.14 hereof, to Citicorp USA, Inc. c/o Citicorp North America, Inc., One Sansome Street, San Francisco, California 94104, Attn: Rosanna Bartolazo) and if to the Documentation Agent at its address at 1455 Market Street, San Francisco, California 94103, Agency Management Services No. 5596; or, as to the Borrower or either Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrower and the Agents. All such notices and communications shall, when personally delivered, mailed, telecopied, telegraphed, telexed or cabled, be effective when personally delivered, after five (5) days after being deposited in the mails, when confirmed by telecopy response, when delivered to the telegraph company, when confirmed by telex answerback or when delivered to the cable company, respectively, except that notices and communications to any Agent pursuant to Article II or VII shall not be effective until received by such Agent.
SECTION 8.03. NO WAIVER; REMEDIES. No failure on the part of any Lender or either Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.
SECTION 8.04. COSTS, EXPENSES AND INDEMNIFICATION.
(a) The Borrower agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Agents in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agents (including the allocated time charges of each Agent's legal departments, as their respective internal counsel) with respect thereto and with respect to advising the Agents as to their rights and responsibilities under this Agreement. The Borrower further agrees to pay promptly on demand all costs and expenses of the Agents and of each Lender, if any (including, without limitation,

reasonable counsel fees and out-of-pocket expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder or thereunder, including, without limitation, reasonable counsel fees and out-of-pocket expenses in connection with the enforcement of rights under this Section 8.04(a). Such expenses shall be reimbursed by the Borrower upon a presentation of statement of account, regardless of whether the Closing Date, the Effective Date or the Distribution occurs.
(b) If any payment of principal of any Eurodollar Rate Advance is made other than on the last day of the interest period for such Advance, as a result of a payment pursuant to Section 2.06 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance.
(c) The Borrower agrees to indemnify and hold harmless each Agent, each Lender and each director, officer, employee, agent, attorney and affiliate of each Agent and each Lender (each an "indemnified person") in connection with any expenses, losses, claims, damages or liabilities to which an Agent, a Lender or such indemnified persons may become subject, insofar as such expenses, losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) arise out of the transactions referred to in this Agreement or arise from any use or intended use of the proceeds of the Advances, or in any way arise out of activities of the Borrower that violate Environmental Laws, and to reimburse each Agent, each Lender and each indemnified person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not such Agent, such Lender or any such person is a party to any action or proceeding out of which any such expense arises). Notwithstanding the foregoing, the Borrower shall have no obligation hereunder to an indemnified person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such

indemnified person.
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 Agents 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 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 in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.
SECTION 8.06. BINDING EFFECT; EFFECTIVENESS, ENTIRE AGREEMENT.
(a) This Agreement shall be deemed to have been executed and delivered when it shall have been executed by the Borrower and the Agents and when the Agents shall have been notified by each Bank that such Bank has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender and their respective successors and permitted assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of all Lenders.
(b) This Agreement (except for the provisions of Section 2.04(d), Articles VII and VIII hereof and related definitions) shall not become effective and the Existing Credit Agreement shall remain in place until the time at which the conditions set forth in Section 3.02 have been satisfied or otherwise waived at the Effective Time, at which time this Agreement shall become fully effective and replace the Existing Credit Agreement, which shall be deemed to be completely amended and restated hereby at such time. At such time this Agreement (including the Schedules and Exhibits attached hereto) shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, among the parties with respect to such subject matter, including, but not limited to, the Existing Credit

Agreement. If the Effective Date has not occurred by December 31, 1996, then this Agreement shall terminate on such date and the Existing Credit Agreement shall remain in place in accordance with its terms.
SECTION 8.07. ASSIGNMENTS AND PARTICIPATIONS.
(a) Each Lender (other than the Designated Bidders) may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement (other than any right to make Bid Advances or Bid Advances held by it), (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,000 to the Administrative Agent, and (v) the Borrower and the Agents shall have consented to such assignment, which consent shall not be unreasonably withheld. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.
(b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i)

other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any of the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any of the Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under any of the Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee confirms that it has received a copy of the Loan Documents, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agents, such assigning Lender 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 Loan Documents; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to such Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.
(c) Within five (5) days of its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee (together with a processing and recordation fee of $3,000 with respect thereto) and upon evidence of consent of the Borrower and the Agents thereto, which consent shall not be unreasonably withheld, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of EXHIBIT B hereto, (1) accept such Assignment and Acceptance and (2) record the information contained therein in the Register. All communications with the Borrower with respect to such consent of the Borrower shall be sent pursuant to Section 8.02.
(d) Each Lender (other than the Designated

Bidders) may designate one or more banks or other entities to have a right to make Bid Advances as a Lender pursuant to Section 2.03; provided, however, that (i) no such Lender shall be entitled to make more than two such designations, (ii) each such Lender making one or more of such designations shall retain the right to make Bid Advances as a Lender pursuant to Section 2.03, (iii) each such designation shall be to a Designated Bidder and (iv) the parties to each such designation shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Designation Agreement. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Designation Agreement, the designee thereunder shall be a party hereto with a right to make Bid Advances as a Lender pursuant to Section 2.03 and the obligations related thereto.
(e) By executing and delivering a Designation Agreement, the Lender making the designation thereunder and its designee thereunder confirm and agree with each other and the other parties hereto as follows: (i) such Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such designee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Designation Agreement; (iv) such designee will, independently and without reliance upon the Agent, such designating Lender 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 this Agreement; (v) such designee confirms that it is a Designated Bidder; (vi) such designee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and
(vii) such designee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(f) Upon its receipt of a Designation Agreement executed by a designating Lender and a designee representing that it is a Designated Bidder, the Agent shall, if such Designation Agreement has been completed and is substantially in the form of EXHIBIT H hereto, (i) accept such Designation Agreement, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower.
(g) The Administrative Agent shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance and each Designation Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and, with respect to Lenders other than Designated Bidders, the Commitment of, the Commitment Termination Date of, and principal amount of the Advances owing to, each such Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of the Loan Documents. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.
(h) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it; provided, however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Advance for all purposes of this Agreement, (iv) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents, (v) no Lender shall grant any participation under which the participant shall have rights to require such Lender to take or omit to take any action hereunder or under the other Loan Documents or approve any amendment to or waiver of this Agreement or the other Loan Documents, except to the extent such amendment or waiver would: (A) extend the Termination Date of such Lender; or (B) reduce the interest rate or the amount of principal or fees applicable to Advances or the

Commitment in which such participant is participating or change the date on which interest, principal or fees applicable to Advances or the Commitment in which such participant is participating are payable, (vi) such Lender shall notify the Borrower of the sale of the participation, and (vii) the Person purchasing such participation shall agree to customary provisions relating to the confidentiality of nonpublic information received by such Person in connection with its purchase of the participation.
(i) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this
Section 8.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or Participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential information relating to the Borrower received by it from such Lender.
SECTION 8.08. CONFIDENTIALITY. Each Lender agrees, insofar as is legally possible, to use its best efforts to keep in confidence all financial data and other information relative to the affairs of the Borrower heretofore furnished or which may hereafter be furnished to it pursuant to the provisions of this Agreement; provided, however, that this Section 8.08 shall not be applicable to information otherwise disseminated to the public by the Borrower; and provided further that such obligation of each Bank shall be subject to each Bank's (a) obligation to disclose such information pursuant to a request or order under applicable laws and regulations or pursuant to a subpoena or other legal process, (b) right to disclose any such information to bank examiners, its affiliates (including, without limitation, in the case of B of A, BA Securities, Inc. and in the case of CUSA, Citicorp Securities, Inc.), bank, auditors, accountants and its counsel and other Banks, and (c) right to disclose any such information, (i) in connection with the transactions set forth herein including assignments and sales of participation interests pursuant to Section 8.07 hereof or (ii) in or in connection with any litigation or dispute involving the Banks and the Borrower or any transfer or other disposition by such Bank of any of its Advances or other extensions of credit by such Bank to the Borrower or any of its Subsidiaries, provided that information disclosed pursuant to this proviso shall be so disclosed subject to such procedures as are reasonably calculated to maintain the confidentiality thereof.
SECTION 8.09. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
SECTION 8.10. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts and

by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
SECTION 8.11. CONSENT TO JURISDICTION, WAIVER OF IMMUNITIES. The Borrower hereby irrevocably submits to the jurisdiction of any New York state or Federal court sitting in New York, New York in any action or proceeding arising out of or relating to this Agreement, and the Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York state or Federal court. The Borrower hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 8.11 shall affect the right of any Lender or Agent to serve legal process in any other manner permitted by law or affect the right of any Lender or Agent to bring any action or proceeding against the Borrower or its property in the courts of any other jurisdiction.
SECTION 8.12. WAIVER OF TRIAL BY JURY. THE BORROWER, THE BANKS, THE AGENTS AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, OTHER LENDERS EACH HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including without limitation contract claims, tort claims, breach of duty claims and all other common law and statutory claims. The Borrower, the Banks, the Agents and, by its acceptance of the benefits hereof, other Lenders each (i) acknowledges that this waiver is a material inducement for the Borrower, the Lenders and the Agents to enter into a business relationship, that the Borrower, the Lenders and the Agents have already relied on this waiver in entering into this Agreement or accepting the benefits thereof, as the case may be, and that each will continue to rely on this waiver in their related future dealings and (ii) further warrants and represents that each has reviewed this waiver with its legal counsel, and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.
[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers "hereunto duly authorized, as of the date first above written.
THE DIAL CORP, a Delaware corporation (to be known as VIAD CORP upon the on and after the Effective Date)

By:  /s/  Ronald G. Nelson
          Vice President-Finance
          and Treasurer	

CITICORP USA, INC., as
Administrative Agent

By:  /s/  Marjorie Futornick
          Vice President

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Documentation Agent

By:  /s/  Robert Troutman
          Managing Director	

COMMITMENT                    LENDER

$42,500,000                   CITICORP USA, INC.

                              By:  /s/  Marjorie Futornick
                                        Vice President

$42,500,000                   BANK OF AMERICA NATIONAL TRUST
                              AND SAVINGS ASSOCIATION

                              By:  /s/  Robert Troutman
                                        Managing Director

$30,000,000                   BANK OF MONTREAL

                              By:  /s/  Michael Joyce
                                        Managing Director

$30,000,000                   THE CHASE MANHATTAN BANK, N.A.

                              By:  /s/  Ted Swimmer
                                        Vice President

$30,000,000                   CIBC INC.

                              By:  /s/  Robert J. Wagner
                                        Managing Director

$30,000,000                   NATIONSBANK OF TEXAS, N.A.

                              By:  /s/  Gloria M. Holland
                                        Vice President

$30,000,000                   ROYAL BANK OF CANADA

                              By:  /s/  Tom J. Oberaigner
                                        Manager

$25,000,000                   MORGAN GUARANTY TRUST COMPANY OF
                              NEW YORK

                              By:  /s/  Diana Imhoff
                                        Vice President

$25,000,000                   NBD BANK

                              By:  /s/  James B. Junker
                                        Authorized Agent

$20,000,000                   THE INDUSTRIAL BANK OF JAPAN,
                              LIMITED, LOS ANGELES AGENCY

                              By:  /s/  T. Akiyama
                                        Joint General Manager

$20,000,000                   WESTDEUTSCHE LANDESBANK
                              GIROZENTRALE, NEW YORK BRANCH

                              By:  /s/  Karen E. Hoplock
                                        Vice President

                              By:  /s/  Thomas Lee
                                        Associate	

$15,000,000                   THE LONG-TERM CREDIT BANK OF
                              JAPAN, LTD., LOS ANGELES AGENCY

                              By:  /s/  T. Morgan Edwards
                                        Deputy General Manager

$15,000,000                   MELLON BANK, N.A.

                              By:  /s/  L.C. Ivey
                                        Vice President

$15,000,000                   THE NORTHERN TRUST COMPANY

                              By:  /s/  Martin G. Alston
                                        Vice President

$15,000,000                   UNION BANK OF CALIFORNIA

                              By:  /s/  Cary Moore
                                        Vice President

$15,000,000                   WELLS FARGO BANK OF ARIZONA,
                              NATIONAL ASSOCIATION

                              By:  /s/  Kevin Halloran
                                        Vice President	

                                   SCHEDULE I
                       LIST OF APPLICABLE LENDING OFFICES	

                    DOMESTIC LENDING         EURODOLLAR LENDING
NAME OF BANK             OFFICE                     OFFICE
CITIBANK, N. A.     Central Corporate        Central Corporate                       Customer Services        Customer Services
                    One Court Square         One Court Square
                    7th Floor                7th Floor
                    Long Island City, NY     Long Island City, NY                    11120                    11120
                    Attn: Aureli Almonte     Attn: Aureli Almonte
                    Bank Loan Syndication    Bank Loan Syndication	

BANK OF AMERICA 1850 Gateway Blvd. 1850 Gateway Blvd. NATIONAL TRUST AND Concord, CA 94520 Concord, CA 94520 SAVINGS ASSOCIATION Attn: Barbara Garibaldi Attn: Barbara

Garibaldi

BANK OF MONTREAL    115 South LaSalle        115 South LaSalle
                    12th Floor               12th Floor
                    Chicago, IL 60603        Chicago, IL 60603
                    Attn: Betty Rutherford   Attn: Betty Rutherford

CIBC, INC.          2727 Paces Ferry Road    2727 Paces Ferry Road
                    2 Paces West             2 Paces West
                    Suite 1200               Suite 1200
                    Atlanta, Georgia 30339   Atlanta, Georgia 30339
                    Attn: Ann Milam          Attn: Ann Milam

THE CHASE           140 East 45th Street     140 East 45th Street
MANHATTAN BANK,     29th Floor               29th Floor
N.A.                New York, New York 10017 New York, New York 10017
                    Attn: Miranda Chin       Attn: Miranda Chin

NATIONSBANK OF      c/o NationsBank          c/o NationsBank
TEXAS, N.A.         901 Main Street          901 Main Street
                    14th Floor               14th Floor
                    Dallas, TX 75202         Dallas, TX 75202
                    Attn: Stacey Smith       Attn: Stacey Smith

ROYAL BANK OF       1 Financial Square       1 Financial Square
CANADA              23rd Floor               23rd Floor
                    New York, NY 10005       New York, NY 10005
                    Attn: Linda Smith        Attn: Linda Smith

WELLS FARGO BANK    Arizona RCBO 4101-251    Arizona RCBO 4101-251
OF ARIZONA,         P.O. Box 53456           P.O. Box 53456
NATIONAL            Phoenix, AZ 85072-3456   Phoenix, AZ 85072-3456
ASSOCIATION         Attn: Kevin Halloran     Attn: Kevin Halloran
                    Street Address:          Street Address:
                    100 West Washington      100 West Washington
                    Phoenix, AZ 85072-3456   Phoenix, AZ 85072-3456

THE INDUSTRIAL      350 S. Grand Ave.        350 S. Grand Ave.
BANK OF JAPAN,      Suite 1500               Suite 1500
LIMITED, LOS        Los Angeles, CA 90071    Los Angeles, CA 90071
ANGELES AGENCY      Attn: Lynn Santos        Attn: Lynn Santos

THE LONG-TERM       350 S. Grand Ave.        350 S. Grand Ave.
CREDIT BANK OF      Suite 3000               Suite 3000
JAPAN, LTD.,        Los Angeles, CA 90071    Los Angeles, CA 90071
LOS ANGELES AGENCY  Attn: Cindy Ly           Attn: Cindy Ly

MELLON BANK, N.A.   Three Mellon Bank Center Three Mellon Bank Center
                    Room 2303                Room 2303
                    Pittsburgh, PA 15259     Pittsburgh, PA 15259
                    Attn: Damon Carr         Attn: Damon Carr	

NBD BANK            611 Woodward Avenue      611 Woodward Avenue
                    Detroit, MI 48226        Detroit, MI 48226
                    Attn: Chris Dickens      Attn: Chris Dickens

MORGAN GUARANTY     c/o J.P. Morgan          Nassau, Bahamas Office
TRUST COMPANY OF    Services, Inc.           c/o J.P. Morgan Services,
NEW YORK            500 Stanton -            Inc.
                    Christiana Road          Loan Operations - 3rd Flr
                    Newark, Delaware 19713   500 Stanton - Christiana Road
                    Attn: Lisa Lynch         Newark, Delaware 19713
                                             Attn: Lisa Lynch

THE NORTHERN        50 S. La Salle           50 S. La Salle
TRUST COMPANY       B-12                     B-12
                    Chicago, IL 60675        Chicago, IL 60675
                    Attn: Linda Honda        Attn: Linda Honda

UNION BANK OF       550 S. Hope Street       550 S. Hope Street
CALIFORNIA          3rd Floor                3rd Floor
                    Los Angeles, CA 90071    Los Angeles, CA 90071
                    Attn: Hisako Sakamoto    Attn: Hisako Sakamoto

WESTDEUTSCHE        1211 Avenue of the       1211 Avenue of the
LANDESBANK          Americas                 Americas
GIROZENTRALE,       New York, NY 10036       New York, NY
10036
NEW YORK BRANCH     Attn: Cheryl Wilson      Attn: Cheryl Wilson	

EXHIBIT A-1
[FORM OF NOTICE OF COMMITTED BORROWING]
NOTICE OF COMMITTED BORROWING
Citicorp USA, Inc., as Administrative
Agent for the Lenders party
to the Credit Agreement
referred to below
c/o Citicorp Bank Loan
Syndications Operations
One Court Square
Long Island City, New York 11120
[Date]
Attention: [ ]
Gentlemen:
The undersigned, [The Dial Corp][Viad Corp] (the "Borrower"), refers to that certain Amended and Restated Credit Agreement dated as of July 24, 1996 (as it may be amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement", the terms defined therein being used herein as therein defined), by and among the Borrower, certain Lenders party thereto, Citicorp USA, Inc., as Administrative Agent for said Lenders, and Bank of America National Trust and Savings Association, as Documentation Agent for said Lenders. The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement, that the Borrower hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the "Proposed Committed Borrowing") as required by Section 2.02(a) of the Credit Agreement:
(i) The Business Day of the Proposed Committed Borrowing is
[ ], 19[ ].
(ii) The Type of Committed Advances comprising the Proposed Committed Borrowing is [Base Rate Advances] [Eurodollar Rate Advances].
(iii) The aggregate amount of the Proposed Committed Borrowing is $[ ].
(iv) If the Type of Advances comprising the Proposed Committed Borrowing is Eurodollar Rate Advances, the Interest Period for each Advance made as part of the Proposed Committed Borrowing is [ ] month[s].
The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Committed Borrowing:
(A) the representations and warranties contained in Section 4.01 of the Credit Agreement are correct, before and after giving effect to the Proposed Committed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; and
(B) no event has occurred and is continuing, or will result from such Proposed Committed Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default.
Very truly yours,
[THE DIAL CORP] [VIAD CORP]
By:
Title:

EXHIBIT A-2
[FORM OF NOTICE OF BID BORROWING]
NOTICE OF BID BORROWING
Citicorp USA, Inc.,
as Administrative Agent
for the Lenders party to
the Credit Agreement referred
to below
c/o Citicorp Bank Loan
Syndications Operations
One Court Square
Long Island City, New York 11120
[Date]
Attention: [ ]
Gentlemen:
The undersigned, [The Dial Corp][Viad Corp] (the "Borrower"), refers to that certain Amended and Restated Credit Agreement dated as of July 24, 1996 (as it may be amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement", the terms defined therein being used herein as therein defined), by and among the Borrower, certain Lenders party thereto, Citicorp USA, Inc., as Administrative Agent for said Lenders, and Bank of America National Trust and Savings Association, as Documentation Agent for said Lenders. The Borrower hereby gives you notice pursuant to Section 2.03(a) of the Credit Agreement that the undersigned hereby requests a Bid Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Bid Borrowing (the "Proposed Bid Borrowing") is requested to be made:
(A) Date of Proposed Bid Borrowing:
(B) Aggregate Amount of Proposed Bid Borrowing:
(C) Maturity Date:
(D) Currency if the Proposed Bid Borrowing is comprised of Eurodollar Advances:
(E) Interest Payment Date(s):
(F) Other Terms
The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Bid Borrowing:
(A) the representations and warranties contained in Section 4.01 of the Credit Agreement are correct, before and after giving effect to the Proposed Bid Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; and
(B) no event has occurred and is continuing, or will result from such Proposed Bid Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default.
The undersigned hereby confirms that the Proposed Bid Borrowing is to be made available to it in accordance with Section 2.03 of the Credit Agreement.
Very truly yours,
[THE DIAL CORP] [VIAD CORP]
By:
Title:

EXHIBIT B
[FORM OF ASSIGNMENT AND ACCEPTANCE]
ASSIGNMENT AND ACCEPTANCE
Dated [ ], 19[ ]
Reference is made to that certain Amended and Restated Credit Agreement dated as of July 24, 1996 (as it may be amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement") among [The Dial Corp][Viad Corp] (the "Borrower"), the Lenders (as defined in the Credit Agreement), Citicorp USA, Inc., as Administrative Agent for the Lenders, and Bank of America National Trust and Savings Association, as Documentation Agent for the Lenders. Terms defined in the Credit Agreement and not defined herein are used herein with the same meaning.
[ ] (the "Assignor") and [ ] (the "Assignee") agree as follows:
1. The Assignor hereby sells and assigns without recourse to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor's rights and obligations under the Credit Agreement as of the Effective Date which represents the percentage interest specified on Schedule 1 of all outstanding rights and obligations under the Credit Agreement, including, without limitation, such interest in the Assignor's Commitment and the Advances owing to the Assignor. After giving effect to such sale and assignment, the Assignee's Commitment, the amount of the Advances owing to the Assignee, and the Commitment Termination Date of the Assignee will be as set forth in Section 2 of Schedule 1. In consideration of Assignor's assignment, Assignee hereby agrees to pay to Assignor, on the Effective Date, the amount of $[ ] in immediately available funds by wire transfer to Assignor's office at
[ ].
2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto.
3. The Assignee (i) confirms that it has received a copy of the Credit 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 this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Agents, the Assignor 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 Credit 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 Credit 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 beneath its name on the signature pages hereof [and (vii) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty].*
4. Following the execution of this Assignment and Acceptance by the Assignor and the Assignee, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective date of this Assignment and Acceptance shall be the date of acceptance thereof by the Administrative Agent, unless otherwise specified on Schedule 1 hereto (the "Effective Date").
5. Upon such acceptance and recording by the Administrative Agent, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.

*If the Assignee is organized under the laws of a jurisdiction outside the United States.

6. Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Date directly between themselves.
7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers "hereunto duly authorized, as of the date first above written, such execution being made on Schedule 1 hereto.

                                   Schedule 1
                                       to
                            Assignment and Acceptance
                                Dated [ ], 19[ ]

Section 1.

     Percentage Interest:                         [      ]%

Section 2.

     Assignee's Commitment:                       $[     ]
     Aggregate Outstanding Principal
          Amount of Advances owing to
          the Assignee:                           $[     ]

     Advances payable to the Assignee

                    Principal amount:              [     ]

     Advances payable to the Assignor

                    Principal amount:              [     ]

     Assignee's Commitment Termination
     Date:                                   [      ], 199[ ]

Section 3.

     Effective Date*:    [          ], 199[ ]

                                   [NAME OF ASSIGNOR]

                                   By:
                                        Title:

                                   [NAME OF ASSIGNEE]

                                   By:
                                        Title:

------------------	

* This date should be no earlier than the date of acceptance by the Administrative Agent.

Domestic Lending Office (and address for notices):

[Address]
Eurodollar Lending Office:
[Address]
Accepted this [ ] day
of [ ], 199[ ]
CITICORP USA, INC., as
Administrative Agent
By:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Documentation Agent
By:
Title:
[THE DIAL CORP] [VIAD CORP]
By:
Title:

EXHIBIT C-l
[FORM OF OPINION OF COUNSEL TO BORROWER
AS OF THE CLOSING DATE]
[CLOSING DATE]
Citicorp USA, Inc.,
as Administrative Agent
1 Court Square
Long Island City, New York 11120
Bank of America National Trust
and Savings Association,
as Documentation Agent
1455 Market Street
San Francisco, California 94103
and
The Banks (the "Banks") Listed on
Schedule I Party to the Credit
Agreement Referred to Below
Re: Amended and Restated Credit Agreement dated as of July 24, 1996, among The Dial Corp, the Banks named therein, Citicorp USA, Inc. as Administrative Agent, and Bank of America National Trust and Savings Association, as Documentation Agent
Ladies and Gentlemen:
I am Vice President and General Counsel of The Dial 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 Amended and Restated Credit Agreement dated as of July 24, 1996 (the "Credit Agreement") among the Borrower, the Banks, Citicorp USA, Inc. as Administrative Agent, and Bank of America National Trust and Savings Association as Documentation Agent. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein defined.
This opinion is delivered to you pursuant to Section 3.01(a)(vi) of the Credit Agreement. I have examined the Credit Agreement 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 Credit Agreement.
2. The Credit Agreement 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. The Credit 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 Credit 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 Credit 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.
4. Neither the making of the Advances pursuant to, nor application of the proceeds thereof in accordance with, the Credit Agreement, will violate Regulations G, T, U or X promulgated by the Board of Governors of the Federal Reserve System.
5. 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 Credit 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.
6. The Borrower is not an "investment company" or a Person directly or indirectly "controlled" by or "acting on behalf of an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
This opinion is delivered to the Agents and the Banks as of the date hereof in connection with the Credit Agreement, and may not be relied upon by any person other than the Agents 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 Credit Agreement, or (v) in connection with the assignment of or sale of participations in the Advances.
Very truly yours,

EXHIBIT C-2
[FORM OF OPINION OF COUNSEL TO BORROWER
AS OF THE EFFECTIVE DATE]
[EFFECTIVE DATE]
Citicorp USA, Inc.,
as Administrative Agent
1 Court Square
Long Island City, New York 11120
Bank of America National
Trust and Savings Association,
as Documentation Agent
1455 Market Street
San Francisco, California 94103
and
The Banks (the "Banks") Listed on
Schedule I Party to the Credit
Agreement Referred to Below
Re: Amended and Restated Credit Agreement dated as of July 24, 1996, among The Dial Corp, the Banks named therein, Citicorp USA, Inc. as Administrative Agent, and Bank of America National Trust and Savings Association as Documentation Agent
Ladies and Gentlemen:
I am Vice President and General Counsel of The Dial 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 Amended and Restated Credit Agreement dated as of July 24, 1996 (the "Credit Agreement") among the Borrower, the Banks, Citicorp USA, Inc. as Administrative Agent, and Bank of America National Trust and Savings Association as Documentation Agent. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein defined.
This opinion is delivered to you pursuant to Section 3.02(a)(ii) of the Credit Agreement. I have examined the Credit Agreement 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 Credit Agreement.
2. The Credit Agreement 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. The Credit 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 Credit 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 Credit 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.
4. Neither the making of the Advances pursuant to, nor application of the proceeds thereof in accordance with, the Credit Agreement, will violate Regulations G, T, U or X promulgated by the Board of Governors of the Federal Reserve System.
5. 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 Credit 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.
6. The Borrower is not an "investment company" or a Person directly or indirectly "controlled" by or "acting on behalf of an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
This opinion is delivered to the Agents and the Banks as of the date hereof in connection with the Credit Agreement, and may not be relied upon by any person other than the Agents 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 Credit Agreement, or (v) in connection with the assignment of or sale of participations in the Advances.
Very truly yours,

EXHIBIT D-1
[FORM OF OPINION OF O'MELVENY & MYERS
AS OF THE CLOSING DATE]
[CLOSING DATE]
Citicorp USA, Inc., as
Administrative Agent
1 Court Square
Long Island City, New York 11120
Bank of America National Trust
and Savings Association, as
Documentation Agent
1455 Market Street
San Francisco, California 94103
and
The Banks Party to the Credit Agreement
Referred to Below
Re: Amended and Restated Credit Agreement dated as of July 24, 1996 among The Dial Corp, the Banks named therein, Citicorp USA, Inc., as Administrative Agent, and Bank of America National Trust and Savings Association, as Documentation Agent
Gentlemen:
We have participated in the preparation of the Amended and Restated Credit Agreement dated as of July 24, 1996 (the "Credit Agreement"; capitalized terms defined therein and not otherwise defined herein are used herein as therein defined) among The Dial Corp (the "Borrower"), the Banks named therein (the "Banks"), Citicorp USA, Inc., as Administrative Agent, and Bank of America National Trust and Savings Association, as Documentation Agent (Documentation Agent and Administrative Agent, collectively, are hereinafter referred to as "Agents"), and have acted as special counsel for the Agents for the purpose of rendering this opinion pursuant to Section 3.01(a)(vii) of the Credit Agreement.
We have participated in various conferences and telephone conferences with representatives of the Borrower and the Agents and conferences and telephone calls with counsel to the Borrower, and with your representatives, during which the Credit Agreement and related matters have been discussed, and we have also participated in the meeting held on the date hereof (the "Closing") incident to the effectiveness of the Credit Agreement. We have reviewed the forms of the Credit Agreement and the exhibits thereto, and the opinion of [L. Gene Lemon], General Counsel of the Borrower (the "Opinion"), and officers' certificates and other documents delivered at the Closing. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals or copies, the due authority of all persons executing the same, and we have relied as to factual matters on the documents which we have reviewed.
On the basis of such examination, our reliance upon the assumptions contained herein and our consideration of those questions of law we considered relevant and subject to the limitations and qualifications in this opinion, we are of the opinion that:
1. The Credit Agreement constitutes the legally valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. In giving the foregoing opinion, we have assumed, without independent investigation, that the Credit Agreement 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.
2. The Opinion is satisfactory in form to us and, in our opinion, you are justified in relying thereon.
Our opinions in paragraph 1 above as to the enforceability of the Credit Agreement are subject to:
(a) public policy considerations, statutes or court decisions that may limit the rights of a party to obtain indemnification against its own gross negligence, willful misconduct or unlawful conduct; and
(b) the unenforceability under certain circumstances of waivers of rights granted by law where the waivers are against public policy or prohibited by law.
We express no opinion as to the effect of non-compliance by you with any state or federal laws or regulations applicable to the transactions contemplated by the Credit Agreement because of the nature of your business.
The law covered by this opinion is limited to the present federal law of the United States and the present law of the State of New York. We express no opinion as to the laws of any other jurisdiction. This opinion is furnished by us as special counsel for the Agents and may be relied upon by you only in connection with the Credit Agreement. It may not be used or relied upon by you for any other purpose or by any other person, nor may copies be delivered to any other person, without in each instance our prior written consent. You may, however, deliver a copy of this opinion to permitted assignees of all or a portion of a Lender's rights and obligations under the Credit Agreement in connection with such assignment, and such assignees may rely on this opinion as if it were addressed and had been delivered to them on the date of this opinion. This opinion may also be disclosed to regulatory and other governmental authorities having jurisdiction over you requesting (or requiring) such disclosure.
Respectfully submitted,

EXHIBIT D-2
[FORM OF OPINION OF O'MELVENY & MYERS
AS OF THE EFFECTIVE DATE]
[EFFECTIVE DATE]
Citicorp USA, Inc., as
Administrative Agent
1 Court Square
Long Island City, New York 11120
Bank of America National Trust
and Savings Association, as
Documentation Agent
1455 Market Street
San Francisco, California 94103
and
The Banks Party to the Credit Agreement
Referred to Below
Re: Amended and Restated Credit Agreement dated as of July 24, 1996 among The Dial Corp, the Banks named therein, Citicorp USA, Inc., as Administrative Agent, and Bank of America National Trust and Savings Association as Documentation Agent
Gentlemen:
We have participated in the preparation of the Amended and Restated Credit Agreement dated as of July 24, 1996 (the "Credit Agreement"; capitalized terms defined therein and not otherwise defined herein are used herein as therein defined) among The Dial Corp (the "Borrower"), the Banks named therein (the "Banks"), Citicorp USA, Inc., as Administrative Agent, and Bank of America National Trust and Savings Association, as Documentation Agent (Documentation Agent and Administrative Agent, collectively, are hereinafter referred to as "Agents"), and have acted as special counsel for the Agents for the purpose of rendering this opinion pursuant to Section 3.01(a)(vii) of the Credit Agreement.
We have participated in various conferences and telephone conferences with representatives of the Borrower and the Agents and conferences and telephone calls with counsel to the Borrower, and with your representatives, during which the Credit Agreement and related matters have been discussed, and we have also participated in the meeting held on the date hereof (the "Closing") incident to the effectiveness of the Credit Agreement. We have reviewed the forms of the Credit Agreement and the exhibits thereto, and the opinion of [L. Gene Lemon], General Counsel of the Borrower (the "Opinion"), and officers' certificates and other documents delivered at the Closing. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals or copies, the due authority of all persons executing the same, and we have relied as to factual matters on the documents which we have reviewed.

On the basis of such examination, our reliance upon the assumptions contained herein and our consideration of those questions of law we considered relevant and subject to the limitations and qualifications in this opinion, we are of the opinion that:
1. The Credit Agreement constitutes the legally valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. In giving the foregoing opinion, we have assumed, without independent investigation, that the Credit Agreement 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.
2. The Opinion is satisfactory in form to us and, in our opinion, you are justified in relying thereon.
Our opinions in paragraph 1 above as to the enforceability of the Credit Agreement are subject to:
(a) public policy considerations, statutes or court decisions that may limit the rights of a party to obtain indemnification against its own gross negligence, willful misconduct or unlawful conduct; and
(b) the unenforceability under certain circumstances of waivers of rights granted by law where the waivers are against public policy or prohibited by law.
We express no opinion as to the effect of non-compliance by you with any state or federal laws or regulations applicable to the transactions contemplated by the Credit Agreement because of the nature of your business.
The law covered by this opinion is limited to the present federal law of the United States and the present law of the State of New York. We express no opinion as to the laws of any other jurisdiction.
This opinion is furnished by us as special counsel for the Agents and may be relied upon by you only in connection with the Credit Agreement. It may not be used or relied upon by you for any other purpose or by any other person, nor may copies be delivered to any other person, without in each instance our prior written consent. You may, however, deliver a copy of this opinion to permitted assignees of all or a portion of a Lender's rights and obligations under the Credit Agreement in connection with such assignment, and such assignees may rely on this opinion as if it were addressed and had been delivered to them on the date of this opinion. This opinion may also be disclosed to regulatory and other governmental authorities having jurisdiction over you requesting (or requiring) such disclosure.
Respectfully submitted,

EXHIBIT E
[FORM OF EXTENSION REQUEST]
[THE DIAL CORP] [VIAD CORP]
REQUEST FOR EXTENSION OF COMMITMENT
TERMINATION DATE
[Date]
[Name and Address of Eligible Lender]
Pursuant to that certain Amended and Restated Credit Agreement dated as of July 24, 1996 (as amended from time to time, the "Credit Agreement", the terms defined therein being used herein as therein defined) among [The Dial Corp][Viad Corp] (the "Borrower"), certain Lenders party thereto, Citicorp USA, Inc., as Administrative Agent for said Lenders, and Bank of America National Trust and Savings Association, as Documentation Agent for said Lenders, this represents the Borrower's request to extend the Commitment Termination Date of each Eligible Lender to [1] pursuant to Section 2.16 of the Credit Agreement.
The Borrower hereby certifies that the following statements are true on the date hereof, and will be true on the date of the effectiveness of the extension requested hereby ("Proposed Extension"):
(a) the representations and warranties contained in Section 4.01 of the Credit Agreement are correct, before and after giving effect to the Proposed Extension, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date;
(b) no event has occurred and is continuing, or would result from the Proposed Extension, which constitutes an Event of Default or a Potential Event of Default; and

[1] Insert date which is one year or two years after the latest Commitment Termination Date in effect.

(c) the balance sheet of the Borrower and its Subsidiaries as at [ ], 199[ ][2], and the related statements of income and retained earnings of the Borrower and its Subsidiaries for the fiscal year then ended, copies of each of which have been furnished to each Lender, fairly present the financial condition of the Borrower and its Subsidiaries as at such applicable date and the results of the operations of the Borrower and its Subsidiaries for the fiscal year ended on such applicable date, all in accordance with GAAP consistently applied, and since [ ], 199[ ][2], 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.
Please indicate your consent to such extension of the Commitment Termination Date by signing the attached copy of this request in the space provided below and returning the same to the undersigned.
Very truly yours,
[THE DIAL CORP] [VIAD CORP]
By:
Title:
The undersigned Eligible Lender
hereby consents to the extension
of its Commitment Termination Date
as requested above. This consent
is subject to the terms of
Section 2.16 of the Credit Agreement.
DATED:
[ELIGIBLE LENDER]
By:
Title:

[2] Insert date of the most recent audited balance sheet of the Borrower and its Subsidiaries.

EXHIBIT F
[FORM OF COMPLIANCE CERTIFICATE]
The undersigned certifies that: (i) this Certificate is as of [ ] and pertains to the period from [ ] to [ ], (ii) the undersigned has reviewed the terms of that certain Amended and Restated Credit Agreement, dated as of July 24, 1996, among The Dial Corp (to be known as The Viad Corp upon the effectiveness of such Credit Agreement), the Banks named therein, Citicorp USA, Inc., as Administrative Agent, and Bank of America National Trust and Savings Association, as Documentation Agent (as it may be amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement") and has made, or caused to be made under the undersigned's supervision, a review in reasonable detail of the transactions and condition of the Borrower and its Subsidiaries during the period set forth above and (iii) such review has not disclosed the existence during or at the end of such period, and the undersigned does not have knowledge of the existences as of the date of this Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default.[3] Capitalized terms used herein shall have the meanings set forth in the Credit Agreement.
A. Net Worth
For the Borrower and its Subsidiaries:

     1.   Net Worth as of the Effective Date      $[        ]

     2.   80% multiplied (1)                      $[        ]

     3.   Net Income (if a positive number)
          from the Effective Date to most
          recent June 30 or December 31           $[        ]

     4.   25% multiplied (3)                      $[        ]

-------------	

[3] If any event or condition that constitutes an Event of Default or Potential Event of Default exists, the Certificate should include the nature and period of existence of such event or condition and what action the Borrower has taken, is taking and proposes to take with respect thereto.

5.   aggregate net proceeds, including
     cash and the fair market value of
     property other than cash, received
     by the Borrower from the issue or sale
     of capital stock of the Borrower
     from the Effective Date to the most
     recent June 30 or December 31           $[      ]

6.   aggregate of 25% of the after tax
     gains realized from unusual,
     extraordinary, and major nonrecurring
     items from the Effective Date to the
     most recent June 30 or December 31      $[      ]

7.   Additions to Capital [(5) plus (6)]     $[      ]

8.   Net Worth                               $[      ]

9.   Minimum Net Worth permitted under
     Credit Agreement
     [(2) plus (4) plus (7)]                 $[      ]	

B. Maximum Funded Debt Ratio.
For the Borrower and its Subsidiaries (for each period consisting of the most recently ended four consecutive fiscal quarters of the Borrower):

1.   indebtedness for borrowed money
     or for the deferred purchase price
     of property or services                 $[      ]

2.   obligations as lessee under leases
     which shall have been or should be,
     in accordance with GAAP, recorded as
     capital leases                          $[      ]

3.   obligations under guarantees in
     respect of indebtedness or
     obligations of others of the
     kinds referred to in clauses (1) and
     (2) of this Section B                   $[      ]

4.   Funded Debt [(1) plus (2) plus (3)]     $[      ]

5.   consolidated net income plus provision
     for taxes (excluding extraordinary,
     unusual, or nonrecurring gains or
     losses)                                 $[      ]

6.   interest expense                        $[      ]

7.   depreciation expense and
     amortization of intangibles             $[      ]

8.   EBITDA [(5) plus (6) plus (7)]          $[      ]

9.   Ratio of Funded Debt to EBITDA
     [(4):(8)]                               [    :   ]	

10. Maximum Funded Debt Ratio required under Credit Agreement 3.00:1.00
By:

Title:

EXHIBIT G-1
[FORM OF PROMISSORY NOTE (COMMITTED ADVANCES)]
PROMISSORY NOTE
[ ] Dated: [ ], 19[ ]
FOR VALUE RECEIVED, the undersigned, [THE DIAL CORP][VIAD CORP], a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
[ ] (the "Lender"), for the account of its Applicable Lending Office, the unpaid principal amount of each Advance made by the Lender to the Borrower pursuant to the Credit Agreement referred to below on or before the Termination Date of the Lender. The Borrower promises to pay interest on the unpaid principal amount of each such Advance on the dates and at the rate or rates provided for in the Credit Agreement. All such payments of principal and interest shall be made in United States dollars in same day funds at the Administrative Agent's office, as specified in the Credit Agreement.
All Advances made by the Lender, the respective maturities thereof and all repayments of principal thereof shall be recorded by the Lender and, prior to any transfer hereof, appropriate notations to evidence the foregoing information with respect to each such Advance then outstanding shall be endorsed by the Lender on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof, or in the records of such Lender in accordance with its usual practice; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Credit Agreement.
This promissory note is one of the promissory notes referred to in
Section 2.14(d) of that certain Amended and Restated Credit Agreement dated as of July 24, 1996, among the Borrower, the Lenders named therein, Citicorp USA, Inc., as Administrative Agent, and Bank of America National Trust and Savings Association as Documentation Agent (said Credit Agreement, as it may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement are used herein with the same meanings. Reference is hereby made to the Credit Agreement for provisions relating to this promissory note, including, without limitation, the mandatory and optional prepayment hereof and the acceleration of the maturity hereof.
[THE DIAL CORP] [VIAD CORP]
By:
Title:

TRANSACTIONS ON PROMISSORY NOTE

          Amount of
           Advance                                     Amount
          Made This      Maturity       Interest         of      Notation
Date        Date          Period          Rate         Payment   Made By
----      ---------      --------       --------       -------   --------	

EXHIBIT G-2
[FORM OF PROMISSORY NOTE (BID ADVANCES)]
PROMISSORY NOTE
[ ] Dated: [__________], 19[ ]
FOR VALUE RECEIVED, the undersigned, [THE DIAL CORP][VIAD CORP], a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
[ ] (the "Lender") for the account of its Applicable Lending Office (as defined in the Credit Agreement referred to below) the principal amount of each Bid Advance (as defined below) made by the Lender to the Borrower pursuant to the Credit Agreement on the maturity date of such Bid Advance determined pursuant to the Credit Agreement.
The Borrower further promises to pay interest on the unpaid principal amount of each Bid Advance from the date of such Bid Advance until such principal amount is paid in full, at such interest rates, and payable at such times, in accordance with the terms of the Credit Agreement .
Both principal and interest are payable in lawful money of the United States of America to Citicorp USA, Inc., as Agent, at the office of Citibank, N.A. located at 1 Court Square, 7th Floor, Long Island City, New York, 11120 in same day funds. Each Bid Advance made by the Lender to the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note.
This Promissory Note is one of the promissory notes referred to in
Section 2.14(d) of, and is entitled to the benefits of, that certain Amended and Restated Credit Agreement dated as of July 24, 1996 (as it may be amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement") by and among Borrower, the financial institutions named therein, Citicorp USA, Inc., as Administrative Agent and Bank of America National Trust and Savings Association, as Documentation Agent. The Credit Agreement, among other things, contains provisions for the making of certain advances (the "Bid Advances") at the discretion of the Lender, and for the acceleration of the maturity of the Bid Advances upon the happening of certain stated events.
The date and amount of each Bid Advance, the maturity thereof and the interest rate applicable thereto and all payments made by the Borrower on account of principal hereof shall be recorded by the Lender and, prior to any transfer of this Promissory Note, entered by the Lender on the grid attached hereto, which is part of this Promissory Note, provided that the Lender shall not be liable to the Borrower or to any other person for failure to record any of the foregoing matters on the grid or otherwise in the Lender's records. Such grid or such other record maintained by the Lender shall, in the absence of manifest error, be conclusive evidence of the matters so recorded.
The Borrower hereby waives presentment, demand, protest, and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.
This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York, United States.
[THE DIAL CORP] [VIAD CORP]
By:
Title:

TRANSACTIONS ON PROMISSORY NOTE

          Amount of
           Advance                                     Amount
          Made This      Maturity       Interest         of      Notation
Date        Date          Period          Rate         Payment   Made By
----      ---------      --------       --------       -------   --------	

EXHIBIT H
[FORM OF DESIGNATION AGREEMENT]
DESIGNATION AGREEMENT
Dated [ ], 19[ ]
Reference is made to that certain Amended and Restated Credit Agreement dated as of July 24, 1996 (as it may be amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined) by and among [The Dial Corp][Viad Corp], a Delaware corporation (the "Company"), the financial institutions named therein, Citicorp USA, Inc., as Administrative Agent, and Bank of America National Trust and Savings Association, as Documentation Agent.
[ ] (the "Designator") and [ ] (the "Designee") agree as follows:
1. The Designator hereby designates the Designee, and the Designee hereby accepts such designation, to have a right to make Bid Advances pursuant to Section 2.03 of the Credit Agreement.
2. The Designator makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto and
(ii) the financial condition of any Borrower or the performance or observance by any Borrower of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto.
3. The Designee (i) confirms that it has received a copy of the Credit 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 this Designation Agreement; (ii) agrees that it will, independently and without reliance upon the Agent, the Designator 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 a Designated Bidder; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the 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 Credit Agreement are required to be performed by it as a Lender; and (vi) specifies as its Applicable Lending Office with respect to Bid Advances (and address for notices) the offices set forth beneath its name on the signature page[s] hereof.
[Remainder of page intentionally left blank]

A. This Designation Agreement shall be effective upon the execution of this Agreement by the Designator, Designee and the Agent and the approval of the Company as provided in the Credit Agreement.
1. This Designation Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
[NAME OF DESIGNATOR]
By:
Title:
[NAME OF DESIGNEE]
By:
Title:
Domestic Lending Office
(and address for notices):
[Address]
Eurodollar Lending Office:
[Address]
Accepted this [ ] day
of [ ], 19[ ]
Citicorp USA, Inc.
as Administrative Agent
By:
Title:
Bank of America National
Trust and Savings Association
as Documentation Agent
By:
Title:

Exhibit 99(b)(1)(b)
VIAD CORP
FIRST AMENDMENT DATED AS OF AUGUST 1, 1997
TO AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is dated as of August 1, 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 (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 provisions restricting liens on accounts receivable resulting from the sale of such accounts receivable be amended as 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. AMENDMENT TO SECTIONS 1.01 AND 5.02 OF THE CREDIT AGREEMENT.
1.1. AMENDMENT TO SECTION 1.01. CERTAIN DEFINED TERMS.
Section 1.1 of the Credit Agreement is hereby amended by adding the following definition, which shall be inserted in appropriate alphabetical order:
"'TEC' means Travelers Express, Inc., a Subsidiary of the Borrower."
1.2. AMENDMENT TO SECTION 5.02. NEGATIVE COVENANTS.
A. Clause (ii) of subsection 5.02(a) of the Credit Agreement is hereby amended by deleting such clause in its entirety and substituting the following therefor:
"(ii) Liens on accounts receivable or general intangibles resulting from the sale of such accounts receivable or general intangibles by the Borrower or a Subsidiary of the Borrower (other than TEC or a

Subsidiary of TEC) so long as, at any time, the aggregate outstanding amount of cash advanced to the Borrower or such Subsidiary, as the case may be, and attributable to the sale of such accounts receivable or general intangibles does not exceed $150,000,000;"
B. Subsection 5.02(a) of the Credit Agreement is hereby further amended by renumbering clauses (iii)-(v) as clauses (iv)-(vi) and adding a new clause (iii) thereto to read in its entirety as follows:
"(iii) Liens on accounts receivable or general intangibles resulting from the sale of such accounts receivable or general intangibles by TEC or a Subsidiary of TEC;"
C. Subsection 5.02(a) is hereby further amended by renumbering clause (vi) as clause (vii) and deleting the phrase ""(i), (iii) or
(iv)" in the place in which it appears in such subsection and substituting the phrase "(i), (ii), (iv) or (v)" therefor.
D. Subsection 5.02(a) is hereby further amended by renumbering clause (vii) thereof as clause (viii) and changing the number "(vi)" in the place in which it appears in-such subsection to "(vii").
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.
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.
SECTION 4. 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 purpose or be given any substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CON8TRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE 8TATE 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/  Ronald G. Nelson
          Vice President-Finance &
          Treasurer	

CITICORP USA, INC., as
Administrative Agent

By:  /s/  J. Gregory Davis
          Attorney-in-Fact

BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as
Documentation Agent

By:  /s/  Robert Troutman
          Managing Director

CITICORP USA, INC.

By:  /s/  J. Gregory Davis
          Attorney-in-Fact

BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION

By:  /s/  Robert Troutman
          Managing Director

Bank of Montreal

By:  /s/  B.A. Blucher
          Senior Vice President

THE CHASE MANHATTAN BANK

By:  /s/  Timothy J. Storms	

Managing Director
CIBC INC.

By:  /s/  Carter W. Harned
          Associate, CIBC Wood
          Gundy Securities Corp.,
          AS AGENT	

NATIONSBANK OF TEXAS, N.A.

By:  /s/  Frank M. Johnson
          Senior Vice President

ROYAL BANK OF CANADA

By:  /s/  Tom J. Oberaigner
          Manager

MORGAN GUARANTY TRUST COMPANY OF
NEW YORK

By:  /s/  Robert Bottamedi
          Vice President

NBD BANK, N.A.

By:  /s/  Mark A. Isley
          FVP

THE INDUSTRIAL BANK OF JAPAN,
LIMITED, LOS ANGELES AGENCY

By:  /s/  Wataru Ogawa
          Joint General Manager

WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH

By:  /s/  Michael F. McWalters
          Managing Director

By:  /s/  Cathy Ruhland
          Vice President

THE LONG-TERM CREDIT BANK OF JAPAN
LTD., LOS ANGELES AGENCY	

By:  /s/  Koh Takemoto
          General Manager

MELLON BANK, N.A.

By:  /s/  L.C. Ivey
          Vice President

THE NORTHERN TRUST COMPANY

By:  /s/  John E. Burda
          Second Vice President

UNION BANK OF CALIFORNIA

By:  /s/  Cary Moore
          Vice President

WELLS FARGO BANK, N.A. (FORMERLY
WELLS FARGO BANK OF ARIZONA,
NATIONAL ASSOCIATION)

By:  /s/  Steve Newell
          AVP

By:  /s/  Tod Wuertz

          AVP	

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."

"'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

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 Level 1, (b) 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 Level 3, (d) a rate of 0.1875% 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 Duff & Phelps 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 Duff & Phelps 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).
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.

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.

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

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/  Robert H. Bohannon
          Chairman, President and
          Chief Executive Officer

By:  /s/  Ronald G. Nelson
          Vice President-Finance
          and Treasurer	

CITICORP USA, INC., as
Administrative Agent

                              By:  /s/  J. Gregory Davis
                                        Attorney-in-Fact

                              BANK OF AMERICA NATIONAL TRUST AND
                              SAVINGS ASSOCIATION, as
                              Documentation Agent

                              By:  /s/  Robert Troutman
                                        Managing Director

Commitment:    $32,000,000    CITICORP USA, INC.

                              By:  /s/  J. Gregory Davis
                                        Attorney-in-Fact	

Commitment: $32,000,000 BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION

                              By:  /s/  Robert Troutman
                                        Managing Director

Commitment:    0              BANK OF MONTREAL

                              By:  /s/  B.A. Blucher
                                        Senior Vice President

Commitment:    $24,000,000    THE CHASE MANHATTAN BANK

                              By:  /s/  Timothy J. Storms
                                        Managing Director

Commitment:    $24,000,000    CIBC INC.

                              By:  /s/  Cheryl L. Root
                                        Director, CIBC Wood Gundy
                                        Securities Corp., as
                                        Agent

Commitment:    $24,000,000    NATIONSBANK OF TEXAS, N.A.

                              By:  /s/  Frank M. Johnson
                                        Senior Vice President

Commitment:    $24,000,000    ROYAL BANK OF CANADA

                              By:  /s/  Tom J. Oberaigner
                                        Manager

Commitment:    $20,000,000    MORGAN GUARANTY TRUST COMPANY OF
                              NEW YORK

                              By:  /s/  Robert Bottamedi
                                        Vice President

Commitment:    $20,000,000    THE FIRST NATIONAL BANK OF CHICAGO

                              By:  /s/  James D. Benko
                                        Vice President

Commitment:    $16,000,000    THE INDUSTRIAL BANK OF JAPAN,
                              LIMITED, LOS ANGELES AGENCY

                              By:  /s/  Vicente L. Timiraos	

                                        SVP & Senior Manager

Commitment:    $16,000,000    WESTDEUTSCHE LANDESBANK
                              GIROZENTRALE, NEW YORK BRANCH

                              By:  /s/  Sal Battinelli
                                        VP

                              By:  /s/  Elizabeth Wields
                                        Associate

Commitment:    0              THE LONG-TERM CREDIT BANK OF JAPAN
                              LTD., LOS ANGELES AGENCY

                              By:  /s/  T. Morgan Edwards II
                                        Deputy General Manager

Commitment:    $12,000,000    MELLON BANK, N.A.

                              By:  /s/  L.C. Ivey
                                        Vice President

Commitment:    0              THE NORTHERN TRUST COMPANY

                              By:  /s/  John E. Burda
                                        Second Vice President

Commitment:    $12,000,000    UNION BANK OF CALIFORNIA

                              By:  /s/  Cedric Henley
                                        Credit Officer

                              By:  /s/  Cary Moore
                                        Vice President

Commitment:    $12,000,000    WELLS FARGO BANK, N.A. (SUCCESSOR
                              TO FIRST INTERSTATE BANK OF
                              ARIZONA, N.A.)

                              By:  /s/  Edith R. Lim
                                        Vice President

                              By:  /s/  David B. Hollingsworth
                                        Vice President

Commitment:    $16,000,000    NORWEST BANK ARIZONA, N.A.

                              By:  /s/  Jaclyn Noel
                                        AVP	

Commitment:    $16,000,000    WACHOVIA BANK, N.A.

                              By:  /s/  Michael S. Simms

                                        Vice President	

EXHIBIT 99(C)(1)

AGREEMENT AND PLAN OF MERGER
AMONG
VIAD CORP,
PINE VALLEY ACQUISITION CORPORATION
AND
MONEYGRAM PAYMENT SYSTEMS, INC.
DATED AS OF APRIL 4, 1998

TABLE OF CONTENTS

                                                                             PAGE
                                                                             ----
                                    ARTICLE I
                                    THE OFFER

Section 1.01.  The Offer...................................................     1
Section 1.02.  Company Action..............................................     3

                                   ARTICLE II

                                   THE MERGER

Section 2.01.  The Merger..................................................     4
Section 2.02.  Effective Time; Closing.....................................     4
Section 2.03.  Effect of the Merger........................................     5
Section 2.04.  Certificate of Incorporation; By-laws.......................     5
Section 2.05.  Directors and Officers......................................     5
Section 2.06.  Conversion of Securities....................................     5
Section 2.07.  Employee Stock Options......................................     6
Section 2.08.  Dissenting Shares...........................................     6
Section 2.09.  Surrender of Shares; Stock Transfer Books...................     6

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 3.01.  Organization and Qualification; Subsidiaries................     8
Section 3.02.  Certificate of Incorporation and By-laws....................     9
Section 3.03.  Capitalization..............................................     9
Section 3.04.  Authority Relative to this Agreement........................     9
Section 3.05.  No Conflict; Required Filings and Consents..................    10
Section 3.06.  Compliance..................................................    11
Section 3.07.  SEC Filings; Financial Statements...........................    11
Section 3.08.  Absence of Certain Changes or Events........................    12
Section 3.09.  Absence of Litigation.......................................    13
Section 3.10.  Employee Benefit Plans......................................    13
Section 3.11.  Labor Matters...............................................    15
Section 3.12.  Offer Documents; Schedule 14D-9; Proxy Statement............    15
Section 3.13.  Taxes.......................................................    16
Section 3.14.  Brokers.....................................................    16
Section 3.15.  Certain Contracts...........................................    16
Section 3.16.  Real Property and Leases....................................    17
Section 3.17.  Trademarks, Patents, Copyrights and Intellectual Property...    17
Section 3.18.  Environmental Matters.......................................    18
Section 3.19.  Statute Takeover Statutes...................................    18
Section 3.20.  Insurance...................................................    18
Section 3.21.  Agents......................................................    19

                                   ARTICLE IV

             REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

Section 4.01.  Corporate Organization......................................    19
Section 4.02.  Authority Relative to this Agreement........................    20
Section 4.03.  No Conflict; Required Filings and Consents..................    20
Section 4.04.  Financing...................................................    21	

i

                                                                             PAGE
                                                                             ----
Section 4.05.  Offer Documents; Proxy Statement............................    21
Section 4.06.  Brokers.....................................................    21

                                    ARTICLE V

                     CONDUCT OF BUSINESS PENDING THE MERGER

Section 5.01.  Conduct of Business by the Company Pending the Merger.......    22
Section 5.02.  Additional Covenants........................................    24

                                   ARTICLE VI

                              ADDITIONAL AGREEMENTS

Section 6.01.  Stockholders' Meeting.......................................    25
Section 6.02.  Proxy Statement.............................................    26
Section 6.03.  Company Board Representation; Section 14(f).................    26
Section 6.04.  Access to Information; Confidentiality......................    27
Section 6.05.  No Solicitation of Transactions.............................    27
Section 6.06.  Employee Benefits Matters...................................    29
Section 6.07.  Directors' and Officers' Indemnification and Insurance......    29
Section 6.08.  Further Action; Reasonable Best Efforts.....................    30
Section 6.09.  Public Announcements........................................    30
Section 6.10.  Confidentiality Agreement...................................    30
Section 6.11.  SEC and Stockholder Filings.................................    31
Section 6.12.  Takeover Statutes...........................................    31
Section 6.13.  Certain Actions.............................................    31

                                   ARTICLE VII

                            CONDITIONS TO THE MERGER

Section 7.01.  Conditions to the Merger....................................    31

                                  ARTICLE VIII

                        TERMINATION, AMENDMENT AND WAIVER

Section 8.01.  Termination.................................................    32
Section 8.02.  Effect of Termination.......................................    33
Section 8.03.  Fees........................................................    33
Section 8.04.  Amendment...................................................    34
Section 8.05.  Waiver......................................................    34

                                   ARTICLE IX

                               GENERAL PROVISIONS

Section 9.01.  Non-Survival of Representations, Warranties and
               Agreements..................................................    34
Section 9.02.  Notices.....................................................    35
Section 9.03.  Certain Definitions.........................................    36
Section 9.04.  Severability................................................    38
Section 9.05.  Entire Agreement; Assignment................................    39
Section 9.06.  Parties in Interest.........................................    39
Section 9.07.  Governing Law...............................................    39
Section 9.08.  Headings....................................................    39
Section 9.09.  Counterparts................................................    39	

ii

ANNEX A
Conditions to the Offer
ANNEX B
Agreement Respecting the Plans and Other Employee Benefit Matters
SCHEDULES

3.01........................................................  Subsidiaries
3.03........................................................  Stock Options
3.04(b).....................................................  Company Approvals
3.05(a).....................................................  Conflicts
3.05(b).....................................................  State/Foreign Regulatory
                                                              Consents/Notices
3.06........................................................  Compliance
3.07(c).....................................................  Financials
3.08........................................................  Certain Changes or Events
3.09........................................................  Litigation
3.10(a).....................................................  Employee Benefits Plans
3.10(f).....................................................  WARN Disclosure
3.10(g).....................................................  Foreign Benefit Plans
3.13........................................................  Taxes
3.15........................................................  First Data Corporation Agreements
3.17(b).....................................................  Intellectual Property
3.17(c).....................................................  Intellectual Property
3.20........................................................  Insurance
3.21........................................................  Agents
5.01(g).....................................................  Capital Expenditures
9.03........................................................  Material Adverse Affect	

iii

GLOSSARY OF DEFINED TERMS(NOT PART OF THIS AGREEMENT)	

                        DEFINED TERM                            LOCATION OF DEFINITION
                        ------------                            ----------------------
Acquisition Proposal........................................    sec. 6.05(a)
Affiliate...................................................    sec. 9.03(a)
Agents......................................................    sec. 3.21
Agreement...................................................    Preamble
American Express............................................    sec. 5.01(j)
Banamex.....................................................    sec. 3.15
Beneficial Owner............................................    sec. 9.03(b)
Blue Sky Laws...............................................    sec. 3.05(b)
Board.......................................................    Recitals
Business Day................................................    sec. 9.03(c)
Certificate of Merger.......................................    sec. 2.02
Certificates................................................    sec. 2.09(b)
Code........................................................    sec. 9.03(d)
Company.....................................................    Preamble
Company Approvals...........................................    sec. 3.04(b)
Company Common Stock........................................    Recitals
Company Stock Option........................................    sec. 2.07
Company Stock Option Plans..................................    sec. 2.07
Confidentiality Agreement...................................    sec. 6.04(c)
Control.....................................................    sec. 9.03(e)
Delaware Law................................................    Recitals
Dissenting Shares...........................................    sec. 2.08
Effective Time..............................................    sec. 2.02
Environmental Laws..........................................    sec. 9.03(f)
Environmental Permits.......................................    sec. 3.18
ERISA.......................................................    sec. 3.10(a)
Exchange Act................................................    sec. 1.02(b)
Fee.........................................................    sec. 8.03(a)
Foreign Plan................................................    sec. 3.10(g)
Governmental Authority......................................    sec. 9.03(g)
Hazardous Substances........................................    sec. 9.03(h)
HSR Act.....................................................    sec. 3.05(b)
Indemnified Parties.........................................    sec. 6.07(b)
Intellectual Property.......................................    sec. 3.17(b)
IRS.........................................................    sec. 3.10(a)
Material Adverse Effect.....................................    sec. 9.03(i)
Merger......................................................    Recitals
Merger Consideration........................................    sec. 2.06(a)
Minimum Condition...........................................    sec. 1.01(a)
Morgan Stanley..............................................    sec. 1.02(a)
1997 Balance Sheet..........................................    sec. 3.07(c)
Offer.......................................................    Recitals
Offer Documents.............................................    sec. 1.01(b)
Offer to Purchase...........................................    sec. 1.01(b)
Option Spread...............................................    sec. 2.07
Parent......................................................    Preamble	

iv

                        DEFINED TERM                            LOCATION OF DEFINITION
                        ------------                            ----------------------
Paying Agent................................................    sec. 2.09(a)
Per Share Amount............................................    Recitals
Person......................................................    sec. 9.03(j)
Plans.......................................................    sec. 3.10(a)
Pre-Offer Approvals.........................................    sec. 3.05(b)
Proxy Statement.............................................    sec. 3.12
Purchaser...................................................    Preamble
Returns.....................................................    sec. 9.03(k)
Schedule 14D-1..............................................    sec. 1.01(b)
Schedule 14D-9..............................................    sec. 1.02(a)
SEC.........................................................    sec. 9.03(l)
SEC Reports.................................................    sec. 3.07(a)
SEC Rules...................................................    sec. 9.03(m)
Securities Act..............................................    sec. 3.07(a)
Shares......................................................    Recitals
Stockholders' Meeting.......................................    sec. 6.01(a)
Subsidiary..................................................    sec. 9.03(n)
Superior Proposal...........................................    sec. 6.05(b)
Surviving Corporation.......................................    sec. 2.01
Takeover Statute............................................    sec. 6.12
Tax.........................................................    sec. 9.03(o)
Taxpayer....................................................    sec. 3.13
Transactions................................................    sec. 3.04(a)
WARN........................................................    sec. 3.10(f)	

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AGREEMENT AND PLAN OF MERGER dated as of April 4, 1998 (this "Agreement") among VIAD CORP, a Delaware corporation ("Parent"), PINE VALLEY ACQUISITION CORPORATION, a Delaware corporation and a wholly owned Subsidiary of Parent ("Purchaser"), and MONEYGRAM PAYMENT SYSTEMS, INC., a Delaware corporation (the "Company").
WHEREAS, the Boards of Directors of Parent, Purchaser and the Company have each determined that it is in the best interests of their respective stockholders for Parent to acquire the Company upon the terms and subject to the conditions set forth herein; and
WHEREAS, in furtherance of such acquisition, it is proposed that Purchaser shall make a cash tender offer (the "Offer") to acquire all the issued and outstanding shares of Common Stock, par value $0.01 per share, of the Company ("Company Common Stock") (such shares of Company Common Stock being hereinafter collectively referred to as "Shares") for $17.00 per Share (such amount, or any greater amount per Share paid pursuant to the Offer, being hereinafter referred to as the "Per Share Amount") net to the seller in cash, upon the terms and subject to the conditions of this Agreement and the Offer; and
WHEREAS, the Board of Directors of the Company (the "Board") has unanimously approved the making of the Offer and resolved and agreed to recommend that holders of Shares tender their Shares pursuant to the Offer; and
WHEREAS, also in furtherance of such acquisition, the Boards of Directors of Parent, Purchaser and the Company have each approved the merger (the "Merger") of Purchaser with and into the Company in accordance with the General Corporation Law of the State of Delaware ("Delaware Law") following the consummation of the Offer and upon the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent, Purchaser and the Company hereby agree as follows:
ARTICLE I
THE OFFER
Section 1.01. The Offer. (a) Upon the terms, and subject to the conditions of this Agreement, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five Business Days after the initial public announcement of Purchaser's intention to commence the Offer. The obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject to the condition (the "Minimum Condition") that at least the number of Shares that when added to the Shares already owned by Parent shall constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights) shall have been validly tendered and not withdrawn prior to the expiration of the Offer and also shall be subject to the satisfaction of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that the Minimum Condition may not be waived without the prior approval of the Company and that no change may be made which decreases the price per Share payable in the Offer or which reduces the maximum number of Shares to be purchased in the Offer or which imposes conditions to the Offer in addition to those set forth in Annex A hereto. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date (the initial scheduled expiration date being 20 Business Days following the commencement of the Offer computed in accordance with SEC Rules) if, at the scheduled expiration date of the Offer, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall not be satisfied or waived, (ii) extend the Offer for any period required by the SEC Rules applicable to the Offer, or (iii) extend the Offer for an aggregate period of not more than 10 Business Days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, if as of such date, all of the conditions to Purchaser's obligations to accept for payment, and to pay for, the Shares are satisfied or waived, but the
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number of Shares validly tendered and not withdrawn pursuant to the Offer equals 75 percent or more, but less than 90 percent, of the outstanding Shares on a fully diluted basis; provided, however, that (A) if, on the initial scheduled expiration date of the Offer, the sole condition remaining unsatisfied is either
(x) the failure of the waiting period under the HSR Act to have expired or been terminated, or (y) the failure to obtain a Pre-Offer Approval, the Purchaser shall extend the Offer from time to time until five Business Days after the later of expiration or termination of the waiting period under the HSR Act or the receipt of all Pre-Offer Approvals and (B) if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is the condition set forth in paragraph (e) of Annex A, the Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five Business Days after such breach is cured (provided that Purchaser shall not be required to extend the Offer under A or B beyond 45 calendar days after such initial scheduled expiration date). The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer, Purchaser shall pay, as promptly as practicable after expiration of the Offer, for all Shares validly tendered and not withdrawn.
(b) As soon as reasonably practicable on the date of commencement of the Offer, Purchaser shall file with the SEC (i) a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "Schedule 14D-1") with respect to the Offer. The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal and any related summary advertisement (the Schedule 14D-1, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Parent, Purchaser and the Company agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws.
Section 1.02. Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on April 4, 1998, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, are fair to and in the best interests of the holders of Shares, (B) approved and adopted this Agreement and the transactions contemplated hereby (such approval and adoption having been made in accordance with the provisions of sec.203 of Delaware Law) and (C) recommended that the stockholders of the Company accept the Offer and approve and adopt this Agreement and the transactions contemplated hereby, and (ii) Morgan Stanley, Dean Witter, Discover & Co. ("Morgan Stanley") has delivered to the Board a written opinion that the consideration to be received by the holders of Shares pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view. Unless the recommendation of the Board has been withdrawn in accordance with Section 6.05, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence and agrees to cause Morgan Stanley to consent to the inclusion of its written opinion in the offering documents forming a part of the Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9"). The Company has been advised by each of its directors and executive officers that they intend either to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer or to vote such Shares in favor of the approval and adoption by the stockholders of the Company of this Agreement and the transactions contemplated hereby.
(b) As soon as reasonably practicable on the date of commencement of the Offer, the Company shall file with the SEC the Schedule 14D-9 containing, unless the recommendation of the Board has been withdrawn in accordance with Section 6.05, the recommendation of the Board described in Section 1.02(a) and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other applicable federal securities laws. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company further agrees to
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take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws.
(c) The Company shall promptly furnish Purchaser with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall furnish Purchaser with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as Parent, Purchaser or their agents may reasonably request. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Purchaser shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement shall be terminated in accordance with Section 8.01, shall deliver to the Company all copies of such information then in their possession.
ARTICLE II
THE MERGER
Section 2.01. The Merger. Upon the terms and subject to the conditions set forth in Article VII, and in accordance with Delaware Law, at the Effective Time (as hereinafter defined) Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the "Surviving Corporation").
Section 2.02. Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in either case, the "Certificate of Merger") with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with the relevant provisions of, Delaware Law. The Merger shall become effective at the time of filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Delaware Law or such later time as may be specified in the Certificate of Merger (the date and time when the Merger shall become effective being the "Effective Time").
Section 2.03. Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Section 2.04. Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation of the Company shall be restated in the form acceptable to Purchaser and shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation; provided, however, that such restated Certificate of Incorporation shall be in accordance with the provisions of Section 6.07 hereof.
(b) The By-laws of Purchaser, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such By-laws.
Section 2.05. Directors and Officers. The directors and officers of Purchaser immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Corporation, each to hold office in
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accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.
Section 2.06. Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the following securities:
(a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be canceled pursuant to Section 2.06(b) and any Dissenting Shares (as hereinafter defined)) shall be canceled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration") payable, after reduction for any required Tax withholding, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.08, of the certificate that formerly evidenced such Share;
(b) Each Share held in the treasury of the Company and each Share owned by Purchaser, Parent or any direct or indirect wholly owned Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and
(c) Each share of Common Stock, par value $.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, par value $.01 per share, of the Surviving Corporation.
Section 2.07. Employee Stock Options. Each stock option (a "Company Stock Option") outstanding at the Effective Time under the Company's 1996 Stock Option Plan or 1996 Broad-Based Stock Option Plan (the "Company Stock Option Plans") shall be canceled by the Company immediately prior to the Effective Time, and each holder of a canceled Company Stock Option shall be entitled to receive at the Effective Time or as soon as practicable thereafter from the Company in consideration for the cancellation of such Company Stock Option an amount (the "Option Spread") equal to the product of (i) the number of Shares previously subject to such Company Stock Option and (ii) the excess, if any, of the Per Share Amount over the exercise price per share of Company Common Stock previously subject to such Company Stock Option. The Option Spread, after reduction for applicable Tax withholding, if any, shall be paid in cash. Upon the Effective Time, the Company Stock Option Plans shall terminate.
Section 2.08. Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted into or represent the right to receive the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.09, of the certificate or certificates that formerly evidenced such Shares.
Section 2.09. Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company to act as its paying agent (the "Paying Agent") who shall also act as agent for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a). Promptly upon receipt, any such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Moody's Investors Services, Inc. or Standard & Poor's Corporation, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or
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Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 million (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise).
(b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to
Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, after reduction for any required withholding Tax and such Certificate shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable.
(c) At any time following the sixth month after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law.
(d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.
(e) Parent and/or the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts, if any, as Parent and/or the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by Parent and/or the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Parent and/or the Surviving Corporation.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to Parent and Purchaser that:
Section 3.01. Organization and Qualification; Subsidiaries. (a) Each of the Company and each Subsidiary of the Company is duly organized, validly existing and in good standing under the laws of its
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jurisdiction of organization and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). Each of the Company and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Material Adverse Effect. A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage of the outstanding capital stock of each Subsidiary owned by the Company and each other Subsidiary, is set forth in Schedule 3.01. Except as disclosed in Schedule 3.01, the Company and its Subsidiaries does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.
Section 3.02. Certificate of Incorporation and By-laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation and By-Laws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision thereof.
Section 3.03. Capitalization. The authorized capital stock of the Company consists of 100,000,000 Shares. As of the date hereof, (i) 16,513,800 Shares are issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (ii) 111,200 Shares are held in the treasury of the Company, (iii) no Shares are held by the Subsidiaries and (iv) 1,200,000 Shares are reserved for future issuance pursuant to employee stock options granted pursuant to the Company's Stock Option Plans. Except as set forth in this Section 3.03, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Subsidiary. All Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Schedule 3.03 contains a list of all options to purchase any capital stock of the Company. There are no outstanding contractual obligations of the Company or any Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or any other person other than to agents and wholly owned Subsidiaries of the Company, in the ordinary course of business consistent with past practice. There are no commitments, understandings, restrictions or arrangements obligating the Company to purchase, redeem or acquire, or register under any securities law any shares of capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe to any shares of capital stock of the Company. Except for any obligations in connection with this Agreement, there are not as of the date hereof, and there will not be at the Closing Date, any stockholder agreement, voting trust or other agreements or understandings to which the Company is a party or to which it is bound, relating directly or indirectly to any Company Common Stock.
Section 3.04. Authority Relative to this Agreement. (a) The Company has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (the "Transactions"). The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then outstanding Shares if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by Delaware Law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes a legal, valid and binding obligation of the Company.
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(b) Schedule 3.04(b) lists all material permits, registrations, licenses, franchises, certifications and other approvals, including without limitation, all money transfer or sale of checks licenses (collectively, the "Company Approvals") required from any Governmental Authority, in order for the Company and its Subsidiaries to conduct its business as presently conducted. The Company has obtained all Company Approvals except where the lack of such Company Approvals would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to, nor bound by, any agreement with, or judgment, decree or order issued by, any Governmental Authority which, individually or in the aggregate, has a Material Adverse Effect.
Section 3.05. No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement and the consummation of the Transactions by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any Subsidiary, (ii) except as set forth in Schedule 3.05(a), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected other than conflicts or violations that would not, individually or in the aggregate, have a Material Adverse Effect, or
(iii) except as set forth on Schedule 3.05(a), result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, other than breaches or defaults that would not, individually or in the aggregate, have a Material Adverse Effect.
(b) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement and the consummation of the Transactions by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws, the pre-merger notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), and filing and recordation of appropriate merger documents as required by Delaware Law, (ii) requirements of state and foreign banking, currency or other regulatory authorities (all of which requirements including, without limitation, the identification of all authorizations, consents or approvals required to consummate the Offer ("Pre-Offer Approvals") are set forth in Schedule 3.05(b)) and (iii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay consummation of the Offer or the Merger, or otherwise prevent the Company from performing its obligations under this Agreement, and would not, individually or in the aggregate, have a Material Adverse Effect.
Section 3.06. Compliance. Except as set forth on Schedule 3.06, neither the Company nor any Subsidiary is in conflict with, or in default or violation of, (i) any law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, including, without limitation, the Foreign Corrupt Practices Act of 1977, as amended, the Money Laundering Control Act, and the Bank Secrecy Act, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except for any such conflicts, defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect.
Section 3.07. SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since December 11, 1996 and has heretofore made available to Parent, in the form filed with the SEC, (i) its Registration Statement on Form S-1, as amended, filed with the SEC on December 11, 1996, (ii) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iv) all other forms, reports and other registration statements filed by the Company with the SEC since January 1, 1996 (the forms, reports and
7

other documents referred to in clauses (i), (ii), (iii) and (iv) above being referred to herein, collectively, as the "SEC Reports"). The SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any form, report or other document with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the SEC Reports was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (except as otherwise noted therein and subject, in the case of unaudited statements, to normal and recurring year-end adjustments).
(c) Except as and to the extent set forth on the consolidated balance sheet of the Company and the Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet prepared in accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since December 31, 1997, (ii) that would not, individually or in the aggregate, have a Material Adverse Effect or (iii) as set forth on Schedule 3.07(c).
(d) The Transactions Summaries, dated March 10, 1998 and April [1], 1998, provided to Parent and Purchaser by the Company, accurately sets forth the number of transactions sent and received by the Company and its Subsidiaries during the 1997 fiscal year and January and February 1998.
Section 3.08. Absence of Certain Changes or Events. From December 31, 1997 through the date hereof, except as set forth on Schedule 3.08 or disclosed in any SEC Report, there has not been (i) a Material Adverse Effect, (ii) any material change by the Company in its accounting methods, principles or practices, (iii) any entry by the Company or any Subsidiary into any contract material to the Company and the Subsidiaries, taken as a whole, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities or (v) other than pursuant to the contracts specified in Section 3.10 and Annex B, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except in the ordinary course of business consistent with past practice.
Section 3.09. Absence of Litigation. Except as set forth on Schedule 3.09, as of the date hereof, there is no claim, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary, or any property or asset of the Company or any Subsidiary, before any court, arbitrator or administrative, governmental or regulatory authority or body, domestic or foreign, that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect. As of the date hereof, neither the Company nor any Subsidiary nor any property or asset of the Company or any Subsidiary is subject to any order, writ, judgment, injunction, decree, determination or award having, individually or in the aggregate, a Material Adverse Effect.
Section 3.10. Employee Benefit Plans. (a) Schedule 3.10(a) contains a true and complete list of all employee benefit plans (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all material bonus, stock option, incentive, deferred compensation, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the
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Company or any Subsidiary (collectively, the "Plans"). Each Plan is in writing and the Company has previously made available to Parent a true and complete copy of (i) each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service (the "IRS") Form 5500. Neither the Company nor any Subsidiary has any express or implied commitment (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide material compensation or benefits to any individual or (iii) to modify or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code.
(b) Other than as specifically disclosed in Schedule 3.10(a), none of the Plans are subject to Title IV of ERISA. The Company does not maintain or contribute to any Voluntary Employee Benefit Association under Section 501(c)(9) of the Code. Other than as specifically disclosed in Schedule 3.10(a), none of the Plans (i) provides for the payment of separation, severance, termination or similar-type benefits to any person, (ii) obligates the Company or any Subsidiary to pay separation, severance, termination or other benefits as a result of any Transaction or (iii) obligates the Company or any Subsidiary to make any payment or provide any benefit that could be subject to a tax under
Section 4999 of Code. Other than as specifically disclosed in Schedule 3.10(a), none of the Plans provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer or director of the Company or any Subsidiary. The Company is not a Party to any Multi-Employer Plan as that term is defined in ERISA.
(c) Each Plan which is intended to be qualified under Section 401(a) of the Code is so qualified, and each trust established in connection with any Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt, it being understood that the Company has yet to file a determination letter request with the IRS with regard to such plans.
(d) There has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan that could reasonably be expected to result in a material liability to the Company or any Subsidiary. The Company has not incurred any material liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course). No Reportable Event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Plan subject to Title 4 of ERISA other than a Reportable Event with respect to which the 30-day notice requirement has been waived).
(e) Each Plan is now and has been operated in all material respects in accordance with the requirements of all applicable laws, including, without limitation, ERISA and the Code, and the Company and each Subsidiary has performed all material obligations required to be performed by them under, are not in any material respect in default under or in violation of, and has no knowledge of any material default or violation by any party to, any Plan. No Plan is under audit or investigation by any Governmental Authority nor has the Company or any Subsidiary been notified of any audit or investigation.
(f) The Company and the Subsidiaries have not incurred any liability under, and have complied in all material respects with, the Worker Adjustment Retraining Notification Act and the regulations promulgated thereunder ("WARN") and do not reasonably expect to incur any such liability as a result of actions taken or not taken prior to the Effective Time. Schedule 3.10(f) lists (i) all the employees terminated or laid off by the Company or any Subsidiary during the 90 days prior to the date hereof and (ii) all the employees of the Company or any Subsidiary who have experienced a reduction in hours of work of more than 50% during any month during the 90 days prior to the date hereof and describes all notices given by the Company and the Subsidiaries in connection with WARN. The Company will, by written notice to Parent and Purchaser, update Schedule 3.10(f) to include any such terminations, layoffs and reductions in hours from the date hereof through the Effective Time and will provide Parent and Purchaser with any related information which they may reasonably request.
(g) Except as set forth in Schedule 3.10(g) the Company and its Subsidiaries do not have any Plan that is not subject to the laws of the United States or governed by the laws of any other country (a "Foreign Plan"). With respect to each Foreign Plan: (i) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. Each Foreign Benefit Plan is
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now and has always been operated in full compliance with all applicable non-United States laws. No Foreign Benefit Plan is under audit, or notice of audit or investigation; (ii) all employer and employee contributions to each Foreign Plan required by law or by the terms of such Foreign Plan have been made, or if applicable, accrued in accordance with normal accounting practices and a pro rata contribution for the period prior to and including the Effective Time has been made or accrued; and (iii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer of any Foreign Plan funded through insurance, or the book reserve established by the Company for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the benefits determined on any ongoing basis (actual or contingent) accrued to the Effective Time with respect to all current and former participants under such Plan according to actuarial assumptions and valuations most recently used to determine employer contributions to such Plan or benefit liabilities for such Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations.
Section 3.11. Labor Matters. (i) There are no controversies pending, or, to the knowledge of the Company, threatened between the Company or any Subsidiary and any of their respective employees, which controversies have or could have a Material Adverse Effect, and (ii) neither the Company nor any Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or any Subsidiary or, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees.
Section 3.12. Offer Documents; Schedule 14D-9; Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders of the Company or at the expiration date or the date of purchase, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting (as hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, at the time of the Stockholders' Meeting and at the Effective Time, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder.
Section 3.13. Taxes. Except as disclosed on Schedule 3.13, the Company and each of its Subsidiaries, its previously owned subsidiaries and any affiliated group within the meaning of Section 1504 of the Code of which the Company, its Subsidiaries or previously owned Subsidiaries is or has been a member (each a "Taxpayer") has timely filed, or caused to be timely filed all Returns required to be filed and all such Returns were complete and accurate in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than
(i) such Taxes for which adequate reserves in the Company's financial statements have been established or which are being contested in good faith or (ii) such Taxes that, individually or in the aggregate, would not have a Material Adverse Effect. Neither the IRS nor any other taxing authority or agency, domestic or foreign, is now asserting or, to the best knowledge of the Company, threatening to assert against the Company or any Subsidiary any deficiency or claim for additional Taxes or interest thereon or penalties in connection therewith that individually or in the aggregate, would have a Material Adverse Effect. Neither the Company nor any Subsidiary has made an election under Sections 341(f) or 338(h)(10) of the Code, except as set forth in Schedule 3.13. Except as set forth on Schedule 3.13, neither the Company nor any of its Subsidiaries is a party to any Tax sharing agreement or any other agreement with respect to Taxes. As of the date hereof, the Company has not received
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any notification from the IRS or First Data Corporation, whether formal or informal, that the IRS has taken or is considering taking a position, which if upheld, would result in the inability of the Company to use, for accounting purposes, the deferred tax asset currently reflected in the financial statements. The Company will take no action with respect to the tax treatment of such deferred tax asset prior to the consummation of the Offer.
Section 3.14. Brokers. No broker, finder or investment banker (other than Morgan Stanley) is entitled to any brokerage, finder's or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company. The Company has heretofore furnished to Parent a complete and correct copy of all agreements between the Company and Morgan Stanley pursuant to which such firm would be entitled to any payment relating to the Transactions.
Section 3.15. Certain Contracts. The contracts listed on Schedule 3.15 between the Company and First Data Corporation or its Affiliates, and the agent agreement between the Company (as assignee) and Banco Nacional de Mexico, S.N.C. ("Banamex") are valid, binding and legal obligations of the parties, enforceable in accordance with their respective terms, and are in full force and effect. There has been no event and there are no circumstances constituting, and the execution, delivery and performance of this Agreement and the consummation of the Transactions will not (i) constitute a breach of or an event of default (or an event which with notice or lapse of time or both would become such a default) or (ii) confer upon First Data Corporation or Banamex, as the case may be, any right of termination, amendment, acceleration, cancellation or withholding of performance, under such agreements.
Section 3.16. Real Property and Leases. All leases of real property leased for the use or benefit of the Company or any Subsidiary to which the Company or any Subsidiary is a party requiring rental payments in excess of $100,000 during any calendar year are in full force and effect, and there exists no default under any such lease by the Company or any Subsidiary, nor any event which with notice or lapse of time or both would constitute a default hereunder by the Company or any Subsidiary, except as would not, individually or in the aggregate, have a Material Adverse Effect.
Section 3.17. Trademarks, Patents, Copyrights and Intellectual Property. (a) The Company and the Subsidiaries own or possess adequate licenses or other valid rights to use all patents, patent rights, trademarks, trademark rights, trade names, trade name rights, copyrights, service marks, trade secrets, applications for trademarks and for service marks, know-how and other proprietary rights and information used or held for use in connection with the business of the Company and the Subsidiaries as currently conducted or as contemplated to be conducted, and the Company is unaware of any assertion or claim challenging the validity of any of the foregoing which would, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, the conduct of the business of the Company and the Subsidiaries as currently conducted and as contemplated to be conducted does not conflict in any way with, violate or infringe upon, any patent, patent right, license, trademark, trademark right, trade name, trade name right, service mark, copyright, trade secret or other intellectual property of any third party that would, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, neither it nor any Subsidiary has licensed or otherwise permitted the use by any third party of any proprietary information on terms or in a manner that would, individually or in the aggregate, have a Material Adverse Effect.
(b) Schedule 3.17(b) sets forth a complete list of each material patent, trademark or service mark registration, copyright registration and application therefor, and a complete list of all material software (including any software being developed by or for the Company) owned, used, licensed, or assigned by or to the Company which is used in or is reasonably necessary to conduct the business and operations of the Company and its Subsidiaries ("Intellectual Property").
(c) Except as set forth on Schedule 3.17(c) and as would not, individually or in the aggregate, have a Material Adverse Effect:
(i) The Company or a Subsidiary is the sole and exclusive owner of, or has the unrestricted right to use, any and all Intellectual Property and all items of Intellectual Property are valid and subsisting and
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Schedule 3.17(b) identifies the owner, licensor and licensee of each item of Intellectual Property, as applicable; and
(ii) The use, licensing or sale by or to the Company or its Subsidiaries of any of the Intellectual Property does not require the acquiescence, agreement or consent of any third party. In addition, to the Company's knowledge, the Intellectual Property and the products and services of the Company and its Subsidiaries are not subject to a challenge or claim of infringement, interference or unfair competition or other claim and the Intellectual Property is not being infringed upon or violated by any third party.
Section 3.18. Environmental Matters. To the knowledge of the Company or as would not, individually or in the aggregate, have a Material Adverse Effect: (i) the Company and its Subsidiaries have not violated and are not in violation of any Environmental Law; (ii) none of the properties owned or leased by the Company or any Subsidiary (including, without limitation, soils and surface and ground waters) are contaminated with any Hazardous Substance; (iii) the Company and its Subsidiaries are not liable for any off-site contamination; (iv) the Company and its Subsidiaries are not liable under any Environmental Law (including, without limitation, pending or threatened liens); (v) the Company and its Subsidiaries have all permits, licenses and other authorizations required under any Environmental Law ("Environmental Permits"); and (vi) the Company and its Subsidiaries are in compliance with their Environmental Permits.
Section 3.19. Statute Takeover Statutes. The Board of Directors of the Company has approved the Merger and any related transactions, and, to the knowledge of the Company, no provision of any Takeover Statute will prevent, impair, impede or prevent, any Transactions. Section 203 of Delaware Law is and shall be inapplicable to the Merger, the other Transactions and this Agreement.
Section 3.20. Insurance. Schedule 3.20 contains a description of all policies of fire, liability, workers' compensation and other forms of insurance providing insurance coverage to or for the Company or its Subsidiaries (including any such policies which name the Company or its Subsidiaries as a loss payee or pursuant to which such party otherwise has rights). The Company and/or its Subsidiaries is a named insured under such policies owned by them, all premiums with respect thereto have been paid when due and no notice of cancellation or termination has been received with respect to any such policy. In the three year period ending on the date hereof, neither the Company nor its Subsidiaries has received any written notice from, or on behalf of, any insurance carrier relating to or involving an increase in insurance rates (except to the extent that insurance risks may be increased for similarly situated risks) or non-renewal of a policy, or requiring or suggesting material alternation of any of the Company's or its Subsidiaries' assets, purchase of material addition equipment or material modification of any of the Company's or any of its Subsidiaries' methods of doing business. Neither the Company nor any of its Subsidiaries has made any material claim for reimbursement from its insurance carriers (other than health insurance carriers) since December 11, 1996.
Section 3.21. Agents. Part I of Schedule 3.21 sets forth the five largest money order agents, the fifteen largest wire transfer agents by send transaction volume and the five largest wire transfer agents by receive transaction volume of the Company and its Subsidiaries (collectively, the "Agents"), in each case during the fiscal year ended December 31, 1997. Except as described in Part II of Schedule 3.21, with respect to any Agent on the date hereof, (i) no Agent of the Company or any Subsidiary has canceled or otherwise terminated, or threatened in writing to cancel or otherwise terminate, its relationship with the Company or any Subsidiary or has during the twelve months period ending on the date hereof, decreased materially or limited materially, or threatened to decrease materially or limit materially, its services to the Company or any Subsidiary or its usage or purchase of the services of the Company and its Subsidiaries, and the Company has no knowledge of any material breach by any Agent of its agency agreements with the Company or any Subsidiary; and (ii) there has been no event and there are no circumstances constituting an event, and the execution, delivery and performance of this Agreement and the consummation of the Transactions will not (x) constitute a breach or an event of default (or an event which with notice, lapse of time or both, would become such a default) or (y) confer upon any such Agent any right of termination, amendment, acceleration, cancellation or withholding of services or payments.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER
Parent and Purchaser hereby, jointly and severally, represent and warrant to the Company that:
Section 4.01. Corporate Organization. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to perform their obligations hereunder, or prevent or materially delay the consummation of the Transactions.
Section 4.02. Authority Relative to this Agreement. Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by Delaware Law). This Agreement have been duly and validly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the Company, constitutes legal, valid and binding obligations of each of Parent and Purchaser enforceable against each of Parent and Purchaser in accordance with its terms.
Section 4.03. No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Parent and Purchaser do not, and the performance of this Agreement by Parent and Purchaser will not, (i) conflict with or violate the Certificate of Incorporation or By-laws of either Parent or Purchaser, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser or by which any property or asset of either of them is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Purchaser is a party or by which Parent or Purchaser or any property or asset of either of them is bound or affected, except for any such violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to perform their obligations hereunder, or prevent or materially delay the consummation of the Transactions.
(b) The execution and delivery of this Agreement by Parent and Purchaser do not, and the performance of this Agreement by Parent and Purchaser will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Exchange Act, Blue Sky Laws and state takeover laws, the HSR Act, and filing and recordation of appropriate merger documents as required by Delaware Law, (ii) requirements of state and foreign banking currency or other regulatory authorities (all of which requirements are set forth in Schedule 3.05(b)) and (iii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to perform their obligations hereunder, or prevent or materially delay the consummation of the Transactions.
Section 4.04. Financing. Parent has existing commitments from responsible financial institutions (true and correct copies of which have been provided to the Company), to enable it to borrow sufficient funds to permit Purchaser to acquire all the outstanding Shares in the Offer and the Merger.
Section 4.05. Offer Documents; Proxy Statement. The Offer Documents will not, at the time the Offer Documents are filed with the SEC or are first published, sent or given to stockholders of the Company, as the
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case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, at the time of the Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in any of the foregoing documents or the Offer Documents. The Offer Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder.
Section 4.06. Brokers. No broker, finder or investment banker (other than Salomon Smith Barney) is entitled to any brokerage, finder's or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Parent or Purchaser.
ARTICLE V
CONDUCT OF BUSINESS PENDING THE MERGER
Section 5.01. Conduct of Business by the Company Pending the Merger. Except as contemplated by this Agreement, neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Parent:
(a) amend or otherwise change its Certificate of Incorporation or By-laws or equivalent organizational documents;
(b) issue, sell, pledge, dispose of, grant, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (i) any shares of capital stock of any class of the Company or any Subsidiary, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest), of the Company or any Subsidiary (except for the issuance of a maximum of 1,180,266 Shares issuable pursuant to employee stock options outstanding on the date hereof) or (ii) any assets of the Company or any Subsidiary except in the ordinary course of business consistent with past practice;
(c) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock;
(d) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock;
(e) form any new Subsidiaries or implement the formation of a holding company or expend any funds in preparation for or implement any corporate restructuring, including, but not limited to the formation of a holding company or the merger of any Subsidiary with and into the Company;
(f) (i) acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets) any corporation, partnership, other business organization or any division thereof or any material amount of assets; (ii) except for borrowings under existing credit facilities in the ordinary course of business, incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person, or (iii) except as permitted pursuant to paragraph (j) below or the posting of letters of credit required by licensing or regulatory authorities in the ordinary course of business, make any loans or advances;
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(g) authorize or make capital expenditures in excess of the amounts set forth on Schedule 5.01(g); provided, however, that (i) before making any expenditures for the Coleman Bennet Multi-Currency Project, the Company will involve Purchaser in the selection of a consultant and will not expend in excess of $5,500,000 for a systems software package or $150,000 in consulting fees payable to Coleman Bennett, without the consent of Purchaser, which consent will not be unreasonably withheld or delayed, (ii) the Company will not make any expenditures for new software or hardware for the Future System/Year 2000 Project prior to June 1, 1998, but the Company may incur consulting and similar fees not to exceed $500,000 in aggregate prior to such date, and (iii) the Company will not make any capital expenditures other than as set forth in clauses (i) and (ii) above in excess of $4,000,000 in the aggregate without the prior consent of the Purchaser, which consent will not be unreasonably withheld or delayed;
(h) other than as set forth in Annex B, increase the compensation payable or to become payable to its officers or employees, except for increases in accordance with past practices in salaries or wages of employees of the Company or any Subsidiary who are not officers of the Company, or, other than in accordance with existing policies, grant any severance or termination pay to, or enter into any employment or severance agreement with any director, officer or other employee of the Company or any Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee;
(i) other than as required by generally accepted accounting principles, and except for the reclassification of the financial paper outstanding from fiduciary liability to operating liability on the balance sheet, make any change to its accounting policies or procedures;
(j) (i) make any advances to agents or enter into any agreement with any agent that guarantees or assures payment of minimum aggregate commissions or which grants any signing or other bonus in an amount in excess of $1,500,000 in the aggregate; or (ii) enter into any agreement which would increase the period of time during which any agent retains the proceeds of money order or wire transfer sales prior to remitting such proceeds to the Company; provided, however, notwithstanding any other provision of this Section 5.01, the Company may enter into a contract with American Express Travel Related Services, Inc. ("American Express") containing terms substantially similar to those in the draft contract, version 8, previously provided to the Purchaser if such contract does not contain any provision that would confer upon American Express any right of termination, amendment, acceleration, cancellation or withholding of services or payments upon the consummation of the Offer, the Merger or any other Transaction;
(k) enter into or amend any agreement with any agent, with respect to which the credit exposure (measured as actual agent remittances due on any one Business Day) is greater than $500,000;
(l) establish any new lines of credit or other credit facilities or replace existing credit facilities with facilities that have terms that are less favorable to the Company;
(m) pay, settle, discharge or enter into any agreement for the settlement or compromise of any pending or threatened litigation requiring payment(s) by the Company or any Subsidiary in excess of $1,000,000 in the aggregate;
(n) agree in writing, or otherwise, to take any of the foregoing actions or to take any other action which would make any representation or warranty of the Company in this Agreement untrue or incorrect in any material respect; or
(o) make any tax election or settle or compromise any material federal, state local or foreign income tax liability.
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Section 5.02. Additional Covenants. After the date hereof and prior to the Effective Time or the earlier termination of this Agreement, unless Parent shall otherwise agree in writing, the Company covenants and agrees that it shall, and cause each of its Subsidiaries to:
(a) Conduct their respective businesses in the ordinary and usual course of business consistent with past practice;
(b) Confer with Parent's designated representatives on a regular and frequent basis regarding operational matters of a material nature and the general status of the ongoing business of the Company;
(c) Promptly notify Parent of any significant changes in the business, financial condition or results of operation of the Company or its Subsidiaries taken as a whole;
(d) Promptly notify Parent of any judgment, decree, injunction, rule, notice or order of any Governmental Authority which is reasonably likely to materially restrict the business of the Company and its Subsidiaries as currently conducted or is reasonably likely to have a Material Adverse Effect;
(e) Maintain or renew with financially responsible insurance companies, (i) insurance on its tangible assets and its business in such amounts and against such risks and losses as are consistent with past practice (ii) the Company's existing directors and officers indemnification insurance; and
(f) Use all reasonable best efforts to preserve the business, reputation and prospects of the Company and its Subsidiaries and preserve the current relationships of the Company and its Subsidiaries with customers, employees, agents, suppliers and other persons with which the company or any Subsidiary has business relations.
ARTICLE VI
ADDITIONAL AGREEMENTS
Section 6.01. Stockholders' Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Board, shall, in accordance with applicable law and the Company's Certificate of Incorporation and By-laws, (i) duly call, give notice of, convene and hold an annual or special meeting of its stockholders as soon as practicable following consummation of the Offer for the purpose of considering and taking action on this Agreement and the transactions contemplated hereby (the "Stockholders' Meeting") and (ii) subject to its fiduciary duties under applicable law after receiving the advice of independent counsel, (A) include in the Proxy Statement the recommendation of the Board that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated hereby and (B) use all reasonable efforts to obtain such approval and adoption. At the Stockholders' Meeting, Parent and Purchaser shall cause all Shares then owned by them and their Subsidiaries to be voted in favor of the approval and adoption of this Agreement and the transactions contemplated hereby.
(b) Notwithstanding the foregoing, in the event that Purchaser shall acquire at least 90 percent of the then outstanding Shares, the parties hereto agree, at the request of Purchaser, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 of Delaware Law, as soon as reasonably practicable after such acquisition, without a meeting of the stockholders of the Company.
Section 6.02. Proxy Statement. If required by applicable law, as soon as practicable following consummation of the Offer, the Company shall file the Proxy Statement with the SEC under the Exchange Act, and shall use all reasonable efforts to have the Proxy Statement cleared by the SEC. Parent, Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall (i) give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC; (ii) give Parent and its counsel the opportunity to
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review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC; and (iii) consider in good faith the comments and information provided by Parent, Purchaser and their counsel with respect thereto. Each of the Company, Parent and Purchaser agrees to use all reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Shares entitled to vote at the Stockholders' Meeting at the earliest practicable time.
Section 6.03. Company Board Representation; Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, in addition to its rights under applicable law and the Company's Certificate of Incorporation and By-Laws, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board and the boards of each of its Subsidiaries as shall give Purchaser representation on the Board and the boards of each of its Subsidiaries equal to the product of the total number of directors on the Board and the boards of each of its Subsidiaries (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any Affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees to be elected as directors of the Company and each of its Subsidiaries, including increasing the size of the Board and the boards of each of its Subsidiaries or securing the resignations of incumbent directors or both. At such times, the Company shall use all reasonable efforts to cause persons designated by Purchaser to constitute the same percentage as persons designated by Purchaser shall constitute of the Board of each committee of the Board to the extent permitted by applicable law.
(b) The Company shall promptly take all actions required pursuant to
Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.03 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Purchaser shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1.
(c) Following the election of designees of Purchaser pursuant to this
Section 6.03, prior to the Effective Time, any amendment of this Agreement or the Certificate of Incorporation or By-laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Purchaser or waiver of any of the Company's rights hereunder shall require the concurrence of a majority of the directors of the Company then in office who neither were designated by Purchaser nor are employees of the Company.
Section 6.04. Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices, plants and other facilities, books and records of the Company and each Subsidiary, and shall furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with all financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request.
(b) The Company, Parent and Purchaser each agree to promptly advise each other of any information required to update or correct any documents filed, published or issued by such parties pursuant to the Offer or pursuant to Section 6.01 or 6.02
(c) All information obtained by Parent or Purchaser pursuant to this
Section 6.04 shall be kept confidential in accordance with the confidentiality agreement, dated February 11, 1998 (the "Confidentiality Agreement"), between Parent and the Company.
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Section 6.05. No Solicitation of Transactions. (a) The Company shall, and shall direct and use reasonable efforts to cause its officers, directors, employees, representatives and agents to, immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal (as hereinafter defined). The Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Acquisition Proposal or (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; provided, however, that if, at any time prior to the consummation of the Offer, the Board determines in good faith, after receipt of advice from its outside counsel, that it is necessary to do so in order to comply with its fiduciary duties to the Company's stockholders under applicable law, the Company may, in response to an Acquisition Proposal which was not solicited by or on behalf of the Company subsequent to the date hereof, and subject to compliance with Section 6.05(b) and (c), (x) furnish information with respect to the Company to any person pursuant to a customary confidentiality agreement (as determined by the Company after receipt of advice from its outside counsel) and (y) participate in negotiations regarding such Acquisition Proposal. "Acquisition Proposal" means (i) any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of 15% or more of the assets of the Company and its Subsidiaries or 15% or more of any class of equity securities of the Company or any of its Subsidiaries, (ii) any tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or more of any class of equity securities of the Company or any of its Subsidiaries, (iii) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, other than the Transactions, or (iv) any other transaction that could reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger.
(b) Except as set forth in this Section 6.05, neither the Board nor any committee thereof shall (i) withdraw or modify, or propose publicly to withdraw or modify, in any manner adverse to Parent or Purchaser, the approval or recommendation by such Board or committee of the Offer, the Merger, the other Transactions or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iii) cause the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal with any Person other than Parent or its Affiliates. Notwithstanding the foregoing, in the event that prior to the Offer, the Board determines in good faith, after receipt of advice from outside counsel, that it is necessary to do in order to comply with its fiduciary duties to the Company's stockholders under applicable law, the Board may (A) withdraw or modify its approval or recommendation of the Offer, the Merger, the other Transactions or this Agreement, or (B) approve or recommend a Superior Proposal (as hereinafter defined ) or terminate this Agreement and, if it so chooses, cause the Company to enter into any agreement with respect to a Superior Proposal. For purposes of this Agreement, a "Superior Proposal" means any bona fide proposal made by a third party to acquire, directly or indirectly, for consideration consisting of cash and/or securities, more than 50% of the combined voting power of the shares of the Company's Common Stock then outstanding or all or substantially all of the assets of the Company and its Affiliates on terms which the Board determines in its good faith judgment to be more favorable to the Company's stockholders than the Offer and the Merger and for which financing is committed or, in the good faith judgment of the Board, is reasonably likely to be timely obtained, and also taking into account the likelihood of any prohibition of, or delay in closing, such Superior Proposal under applicable antitrust law.
(c) In addition to the obligations of the Company set forth in paragraphs
(a) and (b) of this Section 6.05, if the Company intends to withdraw or amend its recommendation of the Offer in accordance with this Section 6.05, it shall give the Purchaser 48 hours advance written notice, such notice to specify the identity of any third party that has made an Acquisition Proposal and the material terms of such Acquisition Proposal. Following the delivery of such notice, the Company will promptly inform the Purchaser of material developments with respect to such Acquisition Proposal.
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(d) Nothing contained in this Section 6.05 shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company's stockholders.
Section 6.06. Employee Benefits Matters. Annex B hereto sets forth certain agreements among the parties hereto with respect to the Plans and other employee benefits matters.
Section 6.07. Directors' and Officers' Indemnification and Insurance. (a) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than are set forth in Article 8, of the Certificate of Incorporation of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would materially and adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by law.
(b) Regardless of whether the Merger becomes effective, the Company shall indemnify and hold harmless, and, after the Effective Time, the Surviving Corporation shall, indemnify and hold harmless, each present and former director, officer, employee, fiduciary and agent of the Company and each Subsidiary (collectively, the "Indemnified Parties") to the fullest extent permitted under the Certificate of Incorporation and the By-laws of the Company for a period of six years after the date hereof.
(c) Company, Parent and the Surviving Corporation shall use their respective reasonable best efforts to maintain in effect for six years from the Effective Time, if available, the current directors' and officers' liability insurance policies maintained by the Company (provided that Parent and the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are not materially less favorable) with respect to matters occurring prior to the Effective Time; provided, however, that if the existing policies expire, are terminated or canceled during such period Parent or the Surviving Corporation will use its reasonable best efforts to obtain substantially similar policies. Notwithstanding the foregoing, in no event shall Parent or the Surviving Corporation be required to expend pursuant to this Section 6.07(c) more than an amount per year equal to 200% of current annual premiums paid by the Company for such insurance (which premiums the Company represents and warrants to be $183,352 in the aggregate).
Section 6.08. Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using all reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.
Section 6.09. Public Announcements. Parent and the Company shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement, any Transaction or the Company's earnings for the first quarter of 1998, and shall not issue any such press release or make any such public statement without the prior consent of the other parties, except and until as may be required by law or any listing agreement with a national securities exchange to which Parent or the Company is a party.
Section 6.10. Confidentiality Agreement. The Company hereby waives the provisions of the Confidentiality Agreement as and to the extent necessary to permit the consummation of each Transaction. Upon the acceptance for payment of Shares pursuant to the Offer, the Confidentiality Agreement shall be deemed to have terminated without further action by the parties thereto.
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Section 6.11. SEC and Stockholder Filings. The Company shall deliver to Parent in accordance with Section 9.02 a copy of all material public reports and materials as and when it sends the same to its stockholders, the SEC or any state or foreign securities commission.
Section 6.12. Takeover Statutes. If any "fair price" "moratorium," "control share acquisition" or other similar antitakeover statute or regulation enacted under state or federal laws in the United States (each a "Takeover Statute"), including, without limitation, Section 203 of the Delaware Code, is or may become applicable to the Offer, the Merger, this Agreement, or any Transactions, the Company and the members of its Board of Directors (or any required and duly constituted Committee thereof) will grant such approvals, and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of any Takeover Statute on any of the transactions contemplated hereby.
Section 6.13. Certain Actions. Following the consummation of the Offer but prior to the Effective Time, (i) the Company agrees, if requested by the Purchaser, to issue Shares to the Purchaser representing a maximum of 19.9% of the Shares outstanding immediately prior to such issuance and (ii) the Company shall terminate the Credit Agreement between the Company and Northern Trust.
ARTICLE VII
CONDITIONS TO THE MERGER
Section 7.01. Conditions to the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:
(a) Stockholder Approval. This Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company to the extent required by Delaware Law;
(b) No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the acquisition of Shares by Parent or Purchaser or any Affiliate of either of them illegal or otherwise preventing consummation of the Transactions; and
(c) Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer in breach of this Agreement or the terms of the Offer.
ARTICLE VIII
TERMINATION, AMENDMENT AND WAIVER
Section 8.01. Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company:
(a) By mutual written consent duly authorized by the Boards of Directors of Parent, Purchaser and the Company; or
(b) By either Parent, Purchaser or the Company if (i) the Offer is not completed on or before August 30, 1998; provided, however, that the right to terminate this Agreement under this clause (i) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to complete the Offer on or before such date; (ii) the Effective Time shall not have occurred on or before October 30, 1998; provided, however, that the right to terminate this
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Agreement under this clause (ii) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before such date; or (iii) any Governmental Authority shall have enacted or promulgated any law, rule or regulation or shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger or making the acquisition of Shares by Parent or Purchaser, or any Affiliate thereof, illegal, and such law, rule, regulation, order, decree, ruling or other action shall remain in effect or have become final and nonappealable;
(c) By Parent if (i) due to an occurrence or circumstance that would result in a failure to satisfy any condition set forth in Annex A hereto or the continuing existence of those conditions set forth in clauses (a) through (i) in Annex A hereto, Purchaser shall have (A) failed to commence the Offer within five Business Days following the date of this Agreement, (B) terminated the Offer without having accepted any Shares for payment thereunder or (C) failed to pay for Shares pursuant to the Offer within 75 calendar days following the commencement of the Offer, unless such failure to pay for Shares shall have been caused by or resulted from the failure of Parent or Purchaser to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Purchaser of any material representation or warranty of either of them contained in this Agreement; or (ii) prior to the purchase of Shares pursuant to the Offer, the Board or any committee thereof shall have withdrawn or modified in a manner adverse to Purchaser or Parent its approval or recommendation of the Offer, this Agreement, the Merger or any other Transaction or shall have taken any action to facilitate (other than as contemplated by this Agreement), approve or recommend any Acquisition Proposal; or
(d) By the Company, upon approval of the Board, if (i) Purchaser shall have (A) failed to commence the Offer within five Business Days following the date of this Agreement, (B) terminated the Offer without having accepted any Shares for payment thereunder or (C) failed to pay for Shares pursuant to the Offer within 75 calendar days following the commencement of the Offer, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to perform in any material respect any material covenant or agreement of it contained in this Agreement or the material breach by the Company of any material representation or warranty of it contained in this Agreement; or (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Purchaser or Parent its approval or recommendation of the Offer, this Agreement, the Merger or any other Transaction in order to enter into an agreement for any Acquisition Proposal.
Section 8.02. Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.01, this Agreement shall forthwith become void, and there shall be no liability on the part of any party hereto, except
(i) as set forth in Sections 6.04, 8.03 and 9.01 and (ii) nothing herein (including the expiration of representations and warranties in accordance with
Section 9.01) shall relieve any party from liability for any breach hereof.
Section 8.03. Fees. (a) In the event that (x) this Agreement is terminated pursuant to Section 8.01(c)(ii) or Section 8.01(d)(ii), or (y) this Agreement is terminated pursuant to Section 8.01(b) and (A) an Acquisition Proposal shall have been publicly disclosed prior to the date of such termination and (B) a Superior Proposal shall have been consummated on or prior to the first anniversary of such termination; then the Company shall pay Parent promptly (but in no event later than three Business Days after such termination shall have occurred or such Superior Proposal shall have been consummated, as the case may be) a fee of $10 million (the "Fee"), which amount shall be payable in immediately available funds.
(b) Except as set forth in this Section 8.03, all costs and expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such expenses, whether or not any Transaction is consummated.
(c) In the event that the Company shall fail to pay the Fee when due, the Company shall reimburse Parent and the Purchaser for the costs and expenses actually incurred or accrued by Parent and Purchaser (including, without limitation, fees and expenses of counsel) in connection with the collection under and
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enforcement of this Section 8.03, together with interest on such unpaid Fee, commencing on the date that the Fee became due, at a rate equal to the rate of interest publicly announced by Citibank, N.A., from time to time, in the City of New York, as such bank's Base Rate plus 2%.
Section 8.04. Amendment. Subject to Section 6.03, this Agreement may be amended by the parties hereto by action taken by or on behalf of their respective Boards of Directors at any time prior to the Effective Time; provided, however, that after the approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company, no amendment may be made which would reduce the amount or change the type of consideration into which each Share shall be converted upon consummation of the Merger. This Agreement may not be amended except by an instrument in writing signed by the parties hereto.
Section 8.05. Waiver. At any time prior to the Effective Time, any party hereto may (i) extend the time for the performance of any obligation or other act of any other party hereto, (ii) waive any inaccuracy in the representations and warranties contained herein or in any document delivered pursuant hereto and
(iii) waive compliance with any agreement or condition contained herein. Any such extension or waiver shall be valid only if expressly set forth in an instrument in writing signed by the party or parties to be bound thereby.
ARTICLE IX
GENERAL PROVISIONS
Section 9.01. Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.01, as the case may be, except that the agreements set forth in Article II and Sections 6.06 and 6.07 shall survive the Effective Time indefinitely and those set forth in Sections 6.04 and 8.03 shall survive termination indefinitely.
Section 9.02. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by cable, telecopy, telegram or telex or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9.02):
if to Parent or Purchaser:
Viad Corp
1850 North Central Avenue
Phoenix, Arizona 85077-2212
Attention: Vice President, General Counsel Fax: (602) 207-5480
with copies to:
Travelers Express Company, Inc.
1550 Utica Avenue South
Minneapolis, Minnesota 55402
Fax: (612) ( 591-3870
Attention: President
Bryan Cave LLP
2800 North Central Avenue
Phoenix, Arizona 85004
Fax: (602) 266-5938
Attention: Frank M. Placenti, Esq.
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if to the Company:
MoneyGram Payment Systems, Inc.
Park 80 West Plaza 1
Saddle Brook, NJ 07663
Fax: (201) 291-3626
Attention: John Fowler
with a copy to:
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Fax: (212) 848-7179
Attention: Peter D. Lyons
Section 9.03. Certain Definitions. For purposes of this Agreement, the term:
(a) "Affiliate" of a specified person means a person who directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such specified person;
(b) "Beneficial Owner" with respect to any Shares means a person who shall be deemed to be the beneficial owner of such Shares (i) which such person or any of its Affiliates or associates (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) beneficially owns, directly or indirectly, (ii) which such person or any of its Affiliates or associates has, directly or indirectly, (A) the right to acquire (whether such right is exercisable immediately or subject only to the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of consideration rights, exchange rights, warrants or options, or otherwise, or (B) the right to vote pursuant to any agreement, arrangement or understanding or (iii) which are beneficially owned, directly or indirectly, by any other persons with whom such person or any of its Affiliates or associates or person with whom such person or any of its Affiliates or associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any Shares;
(c) "Business Day" means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized to close in the City of New York;
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations, revenue rulings, revenue procedures and announcements promulgated thereunder. All citations to the Code or to the regulations promulgated thereunder shall include any amendments or any substitute or successor provisions thereto.
(e) "Control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, as trustee or executor, by contract or credit arrangement or otherwise;
(f) "Environmental Laws" means any federal, state or local law, as in effect on the date hereof, relating to (A) releases or threatened releases of Hazardous Substances or materials containing Hazardous Substances; (B) the manufacture, handling, transport, use, treatment, storage or disposal of Hazardous Substances or materials containing Hazardous Substances; or
(C) otherwise relating to pollution of the environment or the protection of human health.
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(g) "Government Authority" means any agency, instrumentality, department, commission, court, tribunal or board of any government, whether foreign or domestic and whether national, federal, state, provincial or local.
(h) "Hazardous Substances" means (A) those substances defined in or regulated under the following federal statutes and their state counterparts, as each may be amended from time to time, and all regulations thereunder; the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Federal Insecticide, Fungicide, and Rodenticide Act and the Clean Air Act; (B) petroleum and petroleum products including crude oil and any fractions thereof; (C) natural gas, synthetic gas and any mixtures thereof; (D) radon; (E) any substance with respect to which a federal, state or local agency requires environmental investigation, monitoring, reporting or remediation.
(i) "Material Adverse Effect" means any change, effect, condition, event or circumstance that is or is reasonably likely to be materially adverse to the business, financial condition, assets, properties or results of operations of the Company and the Subsidiaries, taken as a whole, including, (x) termination of the Company's Agency Agreement with Banamex or (y) termination of the Company's agency agreements with agents (other than American Express Travel Related Services Company, Inc. and Safeway, Inc.), representing ten percent or more of the aggregate send or receive transaction volume either sent or received by the Company and its Subsidiaries during 1997; provided, however, that "Material Adverse Effect" shall not include any change, effect, condition, event or circumstance arising out of or attributable to (i) any decrease in the market price of the Shares (but not any change, effect, condition, event or circumstance underlying such decrease to the extent that it would otherwise constitute a Material Adverse Effect), (ii) changes, effects, conditions, events or circumstances that generally affect the industries in which the Company operates (including legal and regulatory changes), (iii) general economic conditions or change, effects, conditions or circumstances affecting the securities markets generally, (iv) changes arising from the consummation of the Transactions or the announcement of the execution of this Agreement,
(v) any reduction in the price of services or products offered by the Company in response to the reduction in price of comparable services or products offered by a competitor, (vi) any of the items set forth in Schedule 9.03(e).
(j) "Person" means an individual, corporation, partnership, limited partnership, syndicate, person (including, without limitation, a "person" as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.
(k) "Returns" shall mean all returns, declarations, reports, statements, and other documents required to be filed with any government or taxing authority in respect of Taxes, and the term "Return" shall mean any one of the foregoing Returns.
(l) "SEC" means the U.S. Securities and Exchange Commission.
(m) "SEC Rules" means any rules, regulations or interpretations of the SEC or the staff thereof.
(n) "Subsidiary" or "Subsidiaries" of the Company, the Surviving Corporation, Parent or any other person means an Affiliate controlled by such person, directly or indirectly, through one or more intermediaries.
(o) "Tax" or "Taxes" shall mean (A) all federal, state and local and foreign taxes and assessments of any nature whatsoever, based on the laws and regulations in effect from time to time through the Closing Date, including, without limitation, all income, profits, franchise, gross receipts, capital, sales, use, withholding, value added, ad valorem, transfer, employment, social security, disability, occupation, property, severance, production, exercise, environmental and other taxes, duties and other similar governmental charges and assessments imposed by or on behalf of any government or taxing authority, including all interest, penalties and additions imposed with respect to such amounts, and (B) any obligations under any agreements or arrangements with respect to any Taxes described in clause (A) above.
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Section 9.04. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the fullest extent possible.
Section 9.05. Entire Agreement; Assignment. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes, except as set forth in Sections 6.04 and 6.10, all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Purchaser may assign all or any of their rights and obligations hereunder to any wholly-owned Subsidiary of Parent provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.
Section 9.06. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, other than Section 6.06 and 6.07 (which is intended to be for the benefit of the persons covered thereby and may be enforced by such persons).
Section 9.07. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any Delaware state court.
Section 9.08. Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.
Section 9.09. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
25

IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
VIAD CORP
 A Delaware Corporation

By /s/ PHILIP W. MILNE
  ----------------------------------
  Name: Philip W. Milne
  Title: Authorized Agent; President
   and CEO of Travelers Express
   Company, Inc.	

PINE VALLEY ACQUISITION
CORPORATION
A Delaware Corporation

By /s/ PHILIP W. MILNE
  ----------------------------------
  Name: Philip W. Milne
  Title: President and CEO	

MONEYGRAM PAYMENT
SYSTEMS, INC.
A Delaware Corporation

By /s/ JAMES F. CALVANO
  ----------------------------------
  Name: James F. Calvano
  Title: Chairman and CEO	

26

ANNEX A
CONDITIONS TO THE OFFER
Notwithstanding any other provision of the Offer, Purchaser shall not be required to accept for payment or pay for any Shares tendered pursuant to the Offer, and may terminate or amend the Offer and may postpone the acceptance for payment of and payment for Shares tendered, if (w) the Minimum Condition shall not have been satisfied, (x) any applicable waiting period under the HSR Act shall not have expired or been terminated prior to the expiration of the Offer,
(y) any Pre-Offer Approval shall not have been obtained, (z) at any time on or after the date of this Agreement, and prior to the acceptance for payment of Shares, any of the following conditions shall exist:
(a) there shall be pending before any court any action or proceeding instituted by any Governmental Authority (i) that is reasonably likely to prohibit or limit materially the ownership or operation by the Company, Parent or any of their Subsidiaries, of all or any material portion of the business or assets of the Company and the Subsidiaries, taken as a whole, or any material portion of the business or assets of Parent and its Subsidiaries, taken as a whole, or to compel the Company, Parent or any of their Subsidiaries to dispose of or hold separate all or any material portion of the business or assets of the Company and the Subsidiaries, taken as a whole, or Parent and its Subsidiaries taken as a whole, as a result of the Transactions; (ii) reasonably likely to impose or confirm limitations on the ability of Parent or Purchaser to exercise effectively full rights of ownership of any Shares, including, without limitation, the right vote any Shares acquired by Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Company's Stockholders including, without limitation, the approval and adoption of this Agreement and the transactions contemplated hereby; or (iii) seeking to require divestiture by Parent or Purchaser of any Shares;
(b) there shall have been any action taken, or any statute, rule, regulation, legislation, interpretation, judgment, order or injunction enacted, entered, enforced, promulgated, amended, issued and deemed applicable to (i) Parent, the Company or any Subsidiary or Affiliate of Parent or the Company or (ii) any Transaction, by any Governmental Authority, domestic or foreign, which is reasonably likely to result, directly or indirectly in any of the consequences referred to in clauses
(i) through (iii) of paragraph (a) above;
(c) there shall have occurred, and be continuing, any change, condition, event or other development that, individually or in the aggregate, has a Material Adverse Effect;
(d) any representation or warranty of the Company in this Agreement, that is qualified by materiality or Material Adverse Effect shall not be true and correct or, without regard to such qualification, any such representations or warranties shall not be true and correct so as to in aggregate have a Material Adverse Effect, or any representation or warranty not so qualified shall not be true and correct in all material respects, in each case as if such representation or warranty was made as of such time on or after the date of this Agreement (except for representations and warranties made as of a specific date which shall be true and correct as of such date) or the Company shall not have delivered to Parent a certificate of the Company to such effect signed by a duly authorized officer thereof and dated as of the date on which Parent shall first accept Shares for payment.
(e) the Company shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of the Company to be performed or complied with by it under this Agreement;
(f) this Agreement shall have been terminated in accordance with its terms; or
(g) Purchaser and the Company shall have agreed that Purchaser shall terminate the Offer or postpone the acceptance for payment of or payment for Shares thereunder.
The foregoing conditions are for the sole benefit of Purchaser and Parent and may be asserted by Purchaser or Parent regardless of the circumstances giving rise to any such condition or may be waived by
A-1

Purchaser or Parent in whole or in part at any time and from time to time in their sole discretion. The failure by Parent or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and other circumstances shall not be deemed a waiver with respect to any other facts and circumstances; and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.
A-2

ANNEX B
AGREEMENT RESPECTING THE PLANS
AND OTHER EMPLOYEE BENEFIT MATTERS
1. IN GENERAL
Parent hereby agrees that for a period of two years immediately following the Effective Time, it shall, or shall cause the Surviving Corporation and its Subsidiaries to, continue to maintain employee benefit and welfare plans, programs, contracts, agreements, severance plans and policies (each referred to, for purposes of this paragraph, as a "plan"), for the benefit of active employees of the Company and its Subsidiaries which in the aggregate provide benefits that are comparable to, and no less favorable than, the benefits provided to such active employees pursuant to the plans set forth in Sections A, B and F of Schedule 3.10(a) Part I on the date hereof, or to provide during such period benefits equivalent to those provided under corresponding plans of Travelers Group or its Subsidiaries if such benefits are greater. Parent hereby guarantees the Surviving Corporation's performance of the obligations under this paragraph.
2. CERTAIN CONTRACTS
Parent and Purchaser hereby agree to honor, without modification, and after the purchase of Shares pursuant to the Offer, Parent agrees to cause the Company and its Subsidiaries to honor, all contracts, agreements, arrangements, policies, plans and commitments of the Company (or any of its Subsidiaries) in effect as of the date hereof which are applicable to any employee or former employee or any director or former director of the Company (or any of its Subsidiaries), including, without limitation, the Company Executive Retention Plan dated May 13, 1997, as amended on July 8, 1997 and July 21, 1997.
3. CERTAIN PLANS
Parent and Purchaser hereby agree to allow active employees of the Company to be eligible to participate in incentive compensation plans and stock option plans of Travelers Group or its Subsidiaries on terms comparable to the terms on which employees of comparable status and seniority at other comparable Subsidiaries of Parent participate.
B-1

Exhibit 99(c)(2)
February 11, 1998
Mr. Robert Bohannon
Chief Executive Officer
Viad Corp
1850 North Central Ave.
Phoenix, AZ 85077
CONFIDENTIALITY AGREEMENT
Dear Mr. Bohannon:
In connection with your interest in a potential acquisition transaction (the "Transaction") involving MoneyGram Payment Systems, Inc. (the "Company"), you have requested that we or our representatives furnish you or your representatives with certain information relating to the Company or the Transaction. All such information (whether written or oral) furnished after the date hereof by us or our directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents (collectively, "our Representatives") to you or your directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents or your potential sources of financing for the Transaction (collectively, "your Representatives") and all analyses, compilations, forecasts, studies or other documents prepared by you or your Representatives in connection with your or their review of, or your interest in, the Transaction which contain or reflect any such information is hereinafter referred to as the "Information." The term Information does not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by you or your Representatives; (ii) is in the possession of you or your Representative prior to the date hereof, and was obtained from a source, or becomes available to you or your Representatives from a source (other than us or our Representatives) which is in either case, to the best of your knowledge or your Representatives' knowledge, is, or was at the time, not prohibited from disclosing such information to you or your Representative, as the case may be, by a legal, contractual or fiduciary obligation to us; or (iii) is independently developed by you or your Representatives.
Accordingly, you hereby agree that:
1. You and your Representatives (i) will keep the Information confidential and will not (except as otherwise required by law, regulation or legal process, and only after compliance with paragraph 3 below, or except as expressly permitted by a definitive acquisition agreement entered into with respect to the Transaction), without our prior written consent, disclose any Information in any manner whatsoever, and (ii) will not use any Information other than in connection with the Transaction; provided, however, that you may reveal the Information to your Representatives (a) who need to know the Information for the purpose of evaluating the Transaction, (b) who are informed by you of the confidential nature of the Information, and (c) who agree to act in accordance with the terms of this letter agreement. You will cause your Representatives to observe the terms of this letter agreement, and by any of your Representatives.
2. You and your Representatives will not (except as otherwise required by law, regulation or legal process, and only after compliance with paragraph 3 below, or except as expressly permitted by a definitive acquisition agreement entered into with respect to the Transaction), without our prior written consent, disclose to any person the fact that the Information exists or has been made available, that you are considering the Transaction or any other transaction involving the Company, or that discussions or negotiations are taking or have taken place concerning the Transaction or involving the Company or any term, condition or other fact relating to the Transaction or such discussions or negotiations, including, without limitation, the status thereof,
3. In the event that you or any of your Representatives are requested pursuant to, or required by, law, regulation or legal process to disclose any of the Information, you will notify us promptly so that we may seek a

protective order or other appropriate remedy or, in our sole discretion, waive compliance with the terms of this letter agreement. In the event that no such protective order or other remedy is obtained, or that the Company waives compliance with the terms of this letter agreement, you will furnish only that portion of the Information which you are advise by your counsel is legally required.
4. If you determine not to proceed with the Transaction, you will promptly inform our Representative, Morgan Stanley & Co. Incorporated ("Morgan Stanley"), of that decision and, in that case, and at any time upon the request of the Company or any of our Representatives, you will either (i) promptly destroy, or cause to be destroyed in connection with your Representatives, all copies of the written Information in your or your Representatives' possession and confirm such destruction to us writing, or (ii) promptly deliver, or cause to be delivered in connection with your Representatives, to the Company at your own expense all copies of the written Information in your or your Representatives' possession. Any oral Information will continue to be subject to the terms of this letter agreement.
5. You acknowledge that neither we, nor Morgan Stanley or its affiliates, nor our other Representatives, nor any of our or their respective officers, directors, employees, agents or controlling persons within the meaning of
Section 20 of the Securities Exchange Act of 1934, as amended, makes any express or implied representation of (sic) warranty as to the accuracy or completeness of the Information, and you agree that no such person will have any liability relating to the Information or for any errors therein or omissions therefrom. You further agree that you are not entitled to rely on the accuracy or completeness of the Information and that you will be entitled to rely solely on such representations and warranties as may be included in any definitive agreement with respect to the Transaction, subject to such limitations and restrictions as may be contained therein.
6. You are aware, and you will advise your Representatives who are informed of the matters that are the subject of this letter agreement, of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, nonpublic information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.
7. In consideration of receiving material nonpublic information as described in the first paragraph of this agreement, and subject to the immediate paragraph below, you agree that, for a period of one year from the date of this letter agreement, neither you nor any of your affiliates will, without the prior written consent of the Company or its Board of Directors: (i) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights to acquire any voting securities of the Company or any subsidiary thereof, or any assets of the Company or any subsidiary or division thereof; (ii) make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are used in the rules of the Securities Exchange Commission) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the Company; (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving the Company or its securities or assets;
(iv) form, join or in any way participate in a "group" (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing; or (v) request the Company or any of our Representatives, directly or indirectly, to amend or waive any provision of this paragraph.
In the event that any other person or entity not affiliated or otherwise acting with you (i) makes an unsolicited public announcement of its desire to enter into an Acquisition Transaction (as defined below), setting forth a proposed purchase price and other material terms and conditions of such proposed transaction, or (ii) enters into an agreement with the Company providing for an Acquisition Transaction, you may then make any proposal (or request permission to make any proposal) to engage in an Acquisition Transaction. For purposes of this Agreement, an "Acquisition Transaction" shall mean any merger or other business combination or acquisition of any substantial part of the assets or greater than 25% of the voting stock of the Company.
2

8. You agree that, for a period of eighteen (18) months from the date of this letter agreement, you will not, directly or indirectly, solicit for employment any employee of the Company or any of its subsidiaries with whom you have had contact, or who became known to you, after the date of this letter agreement in connection with your consideration of the Transaction so long as they are employed by the Company or any of its subsidiaries and for a period of three months thereafter. Provided, however, the foregoing restriction on solicitation of employees does not apply (i) general solicitations for employment, (ii) to situations in which you have not knowingly solicited for hire, or assisted in the hiring of, any person presently employed by or for the Company or any of its subsidiaries, or (iii) individuals who have already interviewed with you concerning an employment opportunity prior to the date hereof.
9. You agree that all (i) communications regarding the Transaction, (ii) requests for additional information, facility tours or management meetings, and
(iii) discussions or questions regarding procedures with respect to the Transaction, will be first submitted or directed to Morgan Stanley and not to the Company. You acknowledge and agree that (a) we and our Representatives are free to conduct the process leading up to a possible Transaction as we and our Representatives, in our sole discretion, determine (including, without limitation, by negotiating with any prospective buyer and entering into a preliminary or definitive agreement without prior notice to you or any other person), (b) we reserve the right, in our sole discretion, to change the procedures relating to our consideration of the Transaction at any time without prior notice to you or any other person, to reject any and all proposals made by you or any of your Representatives with regard to the Transaction, and to terminate discussions and negotiations with you at any time and for any reason, and (c) unless and until a written definitive agreement concerning the Transaction has been executed, neither of us, our Representatives or your Representatives will have any liability, other than as set forth herein, with respect to the Transaction.
10. You acknowledge that remedies at law may be inadequate to protect us against any actual or threatened breach of this letter agreement by you or by your Representatives, and, without prejudice to any other rights and remedies otherwise available to us, you agree that Company shall have the right to petition for injunctive relief from a court of competent jurisdiction as may be necessary and appropriate to prevent any unauthorized use of Information by you or your Representatives, and that you will not oppose such injunction on the grounds that an adequate remedy is available at law. In the event of litigation relating to this letter agreement, if a court of competent jurisdiction determines in a final, nonappealable order that this letter agreement has been breached by you or by your Representatives, then you will reimburse the Company for its reasonable costs and expenses (including, without limitation, legal fees and expenses) incurred in connection with all such litigation.
11. You agree that no failure or delay by us in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other further exercise thereof or the exercise of any right, power or privilege hereunder.
Accordingly, Company hereby agrees that:
12. Company and our Representatives will not (except as otherwise required by law, regulation or legal process), without your prior written consent, disclose to any person the fact that you are considering the Transaction or any other transaction involving the Company, or that discussions or negotiations are taking or have taken place concerning the Transaction or involving you and your Representatives or any term, condition or other fact relating to the Transaction or such discussions or negotiations, including, without limitation, the status thereof.
13. In the event that you are the prevailing party in litigation relating to this letter agreement, then Company will reimburse you for your costs and expenses (including, without limitation, legal fees and expenses) incurred in connection with all such litigation.
Accordingly, the parties hereto hereby agree that:
14. This letter agreement will be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts between residents of that State and executed in and to be performed in that State.
3

15. All obligations under this letter agreement shall terminate upon the consummation of a Transaction with you, or one year after the date hereof, except in connection with paragraph 8 above, which is eighteen (18) months after the date hereof, whichever shall occur sooner.
16. This letter agreement contains the entire agreement between you and us concerning the confidentiality of the Information, and no modifications of this letter agreement or waiver of the terms and conditions hereof will be binding upon you or us, unless approved in writing by each of you and us.
Please confirm your understanding and agreement with the foregoing by signing and returning to the undersigned the duplicate copy of this letter enclosed herewith.
Very truly yours,
MONEYGRAM PAYMENT SYSTEMS, INC.

By:    /s/ JOHN FOWLER
       --------------------------------------
Name:  John Fowler
       --------------------------------------
Title: Chief Financial Officer
       --------------------------------------	

Accepted and Agreed as of the
date first written above.
VIAD CORP

By:    /s/ PHILIP W. MILNE
       ----------------------------------------------

Name:  Philip W. Milne
       ----------------------------------------------

Title: President/CEO of Travelers Express Company, Inc.
       ----------------------------------------------	

4

Exhibit 99(g)(1)
IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
----------------------------------------)

                                        )
TAAM ASSOCIATES, INC.                   )
                                        )
               Plaintiff,               )
                                        )
     v.                                 )          C.A. No. 16305-NC
                                        )
JAMES F. CALVANO, ROBBIN L. AYERS,      )
JOHN M. FOWLER, BRIAN J. FITZPATRICK,   )
WILLIAM D. GUTH, SANFORD  MILLER,       )
MONEYGRAM PAYMENT SYSTEMS, INC.,        )
AND VIAD CORP.,                         )
                                        )
               Defendants.              )
----------------------------------------	

CLASS ACTION COMPLAINT
Plaintiff alleges upon information and belief, except for paragraph 1 hereof, which is alleged upon knowledge, as follows:
1. Plaintiff has been the owner of the common stock of MoneyGram Payment Systems, Inc., ("MoneyGram" or the "Company") since prior to the transaction herein complained of and continuously to date.
2. MoneyGram is a corporation duly organized and existing under the laws of the State of Delaware. The Company was founded by American Express in 1988 and became a separate publicly-traded company in 1996 following its federally mandated divesture by First Data Corporation, a former subsidiary of American Express. MoneyGram provides money wire transfer and express bill payment services, phone card sales and money orders through agent locations throughout the United States.

3. Defendant Viad Corp. ("Viad") is a Delaware corporation based in Phoenix, Arizona and provides payment services, airline catering, convention services and travel and leisure services.
4. Defendant James F. Calvano is Chairman of the Board and Chief Executive Officer of the Company.
5. Defendant Robbin L. Ayers is an Executive Vice President and Director of the Company.
6. Defendant John M. Fowler is an Executive Vice President and Director of the Company.
7. Defendants Brian J. Fitzpatrick, William D. Guth and Sanford Miller are Directors of the Company.
8. The Individual Defendants are in a fiduciary relationship with Plaintiff and the other public stockholders of MoneyGram and owe them the highest obligations of good faith and fair dealing.
CLASS ACTION ALLEGATIONS
9. Plaintiff brings this action on its own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all common stockholders of the Company (except the defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of the defendants) and their successors in interest, who are or will be threatened with injury arising from defendants' actions as more fully described herein.
-2-

10. This action is properly maintainable as a class action because:
(a) The class is so numerous that joinder of all members is impracticable. As of April 10, 1997, there were approximately 16,625,000 shares of MoneyGram common stock outstanding owned by hundreds, if not thousands, of record and beneficial holders;
(b) There are questions of law and fact which are common to the class including, inter alia, the following: (i) whether defendants have breached their fiduciary and other common law duties owned by them to plaintiff and the members of the class; and (ii) whether the class is entitled to injunctive relief or damages as a result of the wrongful conduct committed by defendants.
(c) Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of the plaintiff are typical of the claims of other members of the class and plaintiff has the same interests as the other members of the class. Plaintiff will fairly and adequately represent the class.
(d) Defendants have acted in manner which affects plaintiff and all members of the class alike, thereby making appropriate injunctive relief and/or corresponding declaratory relief with respect to the class as a whole.
(e) The prosecution of separate actions by individual members of the Class would create a risk of inconsistent
-3-

or varying adjudications with respect to individual members of the Class, which would establish incompatible standards of conduct for defendants, or adjudications with respect to individual members of the Class which would, as a practical matter, be dispositive of the interests of other members or substantially impair or impede their ability to protect their interests.
SUBSTANTIVE ALLEGATIONS
11. On January 28, 1998, MoneyGram announced earnings for the fourth quarter ending December 31, 1997 that were substantially below analysts' estimates. The Company noted that the fourth-quarter results included charges for impairment reserves on certain underperforming agent contacts, entered into prior to 1996, with guaranteed minimum commission payments. Charges were also recorded for non-recurring expenses of converting MoneyGram operations, which had been conducted under licenses held by First Data Corporation in various state jurisdictions, to licenses issued directly to MoneyGram. Additionally, the Company also took reserves for miscellaneous asset write downs and other items. As a result of this temporary earnings downturn, the price of MoneyGram stock has declined and does not reflect the intrinsic value of the Company.
12. On April 6, 1998, MoneyGram and Viad announced that they had entered into a definitive merger agreement whereby Viad will acquire MoneyGram in a transaction valued at $287 million. Under the terms of the transaction as presently proposed, Viad will commence a cash tender offer for all of MoneyGram's
-4-

outstanding common shares at a price of $17.00 per share. The tender offer will be followed by a merger in which any untendered shares of MoneyGram will be acquired for $17.00 per share in cash.
13. Defendants have attempted to portray the Viad offer as fair to the Company's shareholders by claiming that the $17 per share offer represents 22.5 times analyst's projected earnings for 1998. However, this analysis is flawed and significantly undervalues the Company because, under Generally Accepted Accounting Principles ("GAAP"), the Company's projected earnings do not reflect the value of the Company's $58 million deferred tax asset. Additionally, analysts' projections of the Company's earnings for 1998 are far from uniform. For example, James Marks of Credit Suisse First Boston estimates that the Company will achieve earnings per share of $1.31, which would reduce the price to earnings multiple on Viad's offer to 13.
14. The price to earnings multiple analysis is also flawed and seriously undervalues the Company because, under GAAP, MoneyGram's earnings are significantly reduced by contract amortization charges that are the result of the Company's separation from First Data Corporation and are not indicative of conditions under which new agent contracts are being signed. Furthermore, the projections used by defendants to portray the offer as "fair" are significantly lower than other estimates. Since, according to the joint press release "[t]he wire transfer market has been growing 20 to 30 percent per year for the last ten years," defendants' reliance
-5-

on the price to earnings multiple analysis to justify the offer is seriously flawed.
15. By entering into the agreement with Viad, the MoneyGram Board has initiated a process to sell the Company which imposes heightened fiduciary responsibilities on its directors and requires enhanced scrutiny by the Court. However, the terms of the proposed transaction were not the result of an auction process or active market check; they were arrived at without a full and thorough investigation by the Individual Defendants; and they are intrinsically unfair and inadequate from the standpoint of the MoneyGram shareholders.
16. The Individual Defendants failed to make an informed decision, as no market check of the Company's value was obtained. In agreeing to the merger, the Individual Defendants failed to properly inform themselves of MoneyGram's highest transactional value.
17. The Individual Defendants have violated the fiduciary duties owed to the public shareholders of MoneyGram. The Individual Defendants' agreement to the terms of the transaction, its timing, and the failure to auction the Company and invite other bidders, and defendants' failure to provide a market check demonstrate a clear absence of the exercise of due care and of loyalty to MoneyGram's public shareholders.
18. The Individual Defendants' fiduciary obligations under these circumstances require them to:
-6-

(a) Undertake an appropriate evaluation of MoneyGram's net worth as a merger/acquisition candidate; and
(b) Engage in a meaningful auction with third parties in an attempt to obtain the best value for MoneyGram's public shareholders.
19. The Individual Defendants have breached their fiduciary duties by reason of the acts and transactions complained of herein, including their decision to merge with Viad without making the requisite effort to obtain the best offer possible.
20. Plaintiff and other members of the Class have been and will be damaged in that they have not and will not receive their fair proportion of the value of MoneyGram's assets and business, and will be prevented from obtaining fair and adequate consideration for their shares of MoneyGram common stock.
21. The consideration to be paid to class members in the proposed merger is unfair and inadequate because, among other things:
(a) The intrinsic value of MoneyGram common stock is materially in excess of the amount offered for those securities in their merger giving due consideration to the anticipated operating results, net asset value, cash flow, and profitability of the Company;
(b) The merger price in not the result of an appropriate consideration of the value of MoneyGram because the MoneyGram Board approved the proposed merger without undertaking
-7-

steps to accurately ascertain MoneyGram's value through open bidding or at least a "market check mechanism"; and
(c) By entering into the agreement with Viad, the Individual Defendants have allowed the price of MoneyGram stock to be capped, thereby depriving plaintiff and the Class of the opportunity to realize any increase in the value of MoneyGram stock.
22. By reason of the foregoing, each member of the Class will suffer irreparable injury and damages absent injunctive relief by this Court.
23. Defendant Viad has knowingly aided and abetted the breaches of fiduciary duty committed by the other defendants to the detriment of MoneyGram's public shareholders. Indeed, the proposed merger could not take place without the active participation of Viad. Furthermore, Viad and its shareholders are the intended beneficiaries of the wrongs complained of and would be unjustly enriched absent relief in this action.
24. Plaintiff and the other members of the Class have no adequate remedy at law.
WHEREFORE, plaintiff demands judgment against defendants as follows:
A. Declaring that this action is properly maintainable as a class action and certifying plaintiff as the representative of the Class;
B. Preliminarily and permanently enjoining defendants and their counsel, agents, employees and all persons acting under,
-8-

in concert with, or for them, from proceeding with, consummating, or closing the proposed transaction;
C. In the event that the proposed transaction is consummated, rescinding it and setting it aside, or awarding rescissory damages to the Class;
D. Awarding compensatory damages against defendants, individually and severally, in an amount to be determined at trial, together with pre-judgment and post-judgment interest at the maximum rate allowable by law, arising from the proposed transaction;
E. Awarding plaintiff its costs and disbursements and reasonable allowances for fees of plaintiff's counsel and experts and reimbursement of expenses; and
F. Granting plaintiff and the Class such other and further relief as the Court may deem just and proper.
ROSENTHAL, MONHAIT, GROSS
& GODDESS, P.A.

By  /s/ ILLEGIBLE
  --------------------------------
Suite 1401, Mellon Bank Center
P.O. Box 1070
Wilmington, DE 19899-1070
(302) 656-4433
Attorneys for Plaintiff	

OF COUNSEL:
BERNSTEIN LIEBHARD & LIFSHITZ
 274 Madison Avenue
New York, NY 10016
(212) 779-1414
-9-

Exhibit 99(g)(2)
IN THE COURT CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY

HARBOR FINANCE PARTNERS,
Individually                                           Case No. 16306NC
And On Behalf of All Others
Similarly Situated,

          Plaintiff,

                                                       CLASS ACTION
   -against-                                             COMPLAINT	

JAMES F. CALVANO, JOHN M.
FOWLER, ROBBIN L. AYERS,
WILLIAM D. GUTH, BRIAN J.
FITZPATRICK, SANFORD MILLER, and
MONEYGRAM PAYMENT SYSTEMS, INC.,
Defendants.

Plaintiff, by its attorneys, alleges upon personal knowledge as to its own acts and upon information and belief as to all other matters, as follows:
NATURE OF THE ACTION
1. Plaintiff brings this action individually and as a class action on behalf of all persons, other than defendants, who own the securities of MoneyGram Payment Systems, Inc. ("MoneyGram" or the "Company"), who are similarly situated, for injunctive and other appropriate relief in connection with the proposed transaction (the "Proposed Transaction") announced by the Company and Viad Corporation ("Viad") on April 6, 1998, pursuant to which Viad will pay $17.00 for all of the outstanding MoneyGram

common stock. The Proposed Transaction and the acts of the MoneyGram director defendants, as more particularly alleged herein, constitute a breach of their fiduciary duties to plaintiff and the class to take all necessary steps to ensure that MoneyGram's stockholders will receive the maximum value realizable for their shares in a sale of the Company. In the context of this action, the board of directors, having manifested their willingness to sell MoneyGram, must take all reasonable steps to assure the maximization of stockholder value through appropriate market checks, including the implementation of a bidding mechanism to foster a fair auction of the Company to the highest bidder or the exploration of strategic alternatives which will return maximum value to plaintiff and the class.
PARTIES
2. Plaintiff has been a continuous owner of shares of MoneyGram common stock at all times relevant hereto.
3. MoneyGram is a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 7401 West Mansfield Avenue, Lakewood, Colorado. The Company has approximately 16,625,000 shares of common stock outstanding. MoneyGram's principal business is the electronic transfer of money which allows its customers to quickly send money worldwide.
4. Defendant James F. Calvano ("Calvano"), at all times material hereto, has been the Chief Executive Officer and Chairman of the Board of MoneyGram.
5. Defendant John M. Fowler ("Fowler"), at all times material hereto has been an Executive Vice President, Chief Financial Officer, and a Director of MoneyGram.
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6. Defendant Robbin L. Ayers ("Ayers"), at all times material hereto has been an Executive Vice President, General Manager, and a Director of MoneyGram.
7. William D. Guth, Brian J. Fitzpatrick, and Sanford Miller are Directors of MoneyGram.
8. The Individual Defendants are fiduciaries to and for the Company's shareholders, which fiduciary relationship requires them to exercise their best judgment and to act in a prudent manner and in the best interests of the Company's shareholders.
CLASS ACTION ALLEGATIONS
9. Plaintiff brings this action individually on its own behalf and as a class action, on behalf of all stockholders of the Company (except the defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of the defendants) and their successors in interest, who are or will be threatened with injury arising from defendants' actions as more fully described herein (the "Class").
10. This action is properly maintainable as a class action because:
(a) The Class is so numerous that joinder of all members is impracticable. There are hundreds of shareholders who hold the approximately 16.6 million shares of MoneyGram common stock outstanding.
(b) There are questions of law and fact involved affecting the members of the Class including, inter alia, the following:
(1) whether the Proposed Transaction is grossly unfair to the stockholders of MoneyGram;
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(2) whether defendants have wrongfully failed to maximize shareholder value through an adequate auction or market check process;
(3) whether defendants have breached the fiduciary and other common law duties owed by them to plaintiff and the members of the Class; and
(4) whether plaintiff and other members of the Class would be irreparably damaged were the transaction complained of herein consummated.
(c) Plaintiff is a member of the Class and is committed to prosecuting this action. Plaintiff has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of other members of the Class, and plaintiff has the same interests as the other members of the Class. Plaintiff does not have interests antagonistic to or in conflict with those he seeks to represent. Plaintiff is an adequate representation of the Class.
SUBSTANTIVE ALLEGATIONS
11. On April 6, 1998, the Bloomberg newswire reported that MoneyGram and Viad had signed a definitive agreement whereby Viad would acquire all the outstanding shares of MoneyGram in a transaction valued at $287 million.
12. Pursuant to the Proposed Transaction, stockholders of MoneyGram will receive $17.00 per share in cash for each share of MoneyGram stock. This offer constitutes a premium of 9.2% over the unaffected trading price of MoneyGram stock on April 3, 1998, which is well-below the customary premium offered to shareholders in similar transactions.
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13. On April 6, 1998, Gotham Partners, L.P., Gotham Partners II, L.P. and Gotham International Advisors, L.L.C. (collectively "Gotham"), which collectively control 31.03% of MoneyGram's outstanding stock, filed a Form 13D with the Securities and Exchange Commission ("SEC") objecting to the Proposed Transaction as being inadequate and valuing MoneyGram at a substantial discount to the fair market value of the Company.
14. Gotham objected to the Proposed Transaction for the following reasons:
(a) The Proposed Transaction does not properly account for the Company's $58 million deferred tax asset;
(b) The Proposed Transaction does not reflect amortization charges as a result of the Company's separation from First Data Corporation and are not indicative of conditions under which new agent contracts are being signed; and
(c) The projections used by the Company are significantly lower than projections used by analysts following the Company.
15. The Proposed Transaction further fails to account for the future growth of the money-transfer business segment, which, by the Company's own estimates, is projected to grow 20-30% per year.
16. Defendants have wrongfully, and in violation of their fiduciary obligations to maximize stockholder value, failed to ascertain MoneyGram's true value through an open bidding process or at least a "market check" mechanism. Defendants
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have not adequately considered other potential purchasers of MoneyGram in a manner designed to obtain the highest possible price for MoneyGram public stockholders.
17. The consideration to be paid to the MoneyGram shareholders in the merger is unfair, inadequate, and substantially below the fair or inherent value of the Company. The intrinsic value of the equity of MoneyGram is materially greater than the merger consideration, taking into account MoneyGram's asset value, its expected growth, and the strength of its business segment.
18. The Proposed Transaction will deny class members their right to share proportionately in the true value of MoneyGram's valuable assets, profitable business, and future growth in profits and earnings.
19. As a result of the action of defendants, plaintiff and the Class have been and will be damaged in that they will not receive the fair value of MoneyGram's assets and businesses.
20. Unless enjoined by this Court, defendants will continue to breach their fiduciary duties owed to plaintiff and the Class, to the irreparable harm of the Class.
21. Plaintiff and the Class have no adequate remedy of law.
WHEREFORE, plaintiff prays for judgment and relief as follows:
A. declaring that this lawsuit is properly maintainable as a class action and certifying the plaintiff as proper representative of the Class;
B. preliminarily and permanently enjoining defendants and their counsel, agents, employees, and all persons acting under, in concert with, or for them, from proceeding with, consummating the Proposed Transaction;
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C. requiring defendants to place the Company up for auction and to conduct a market-check prior to completion of any transaction for the sale of the Company;
D. in the event the Proposed Transaction is consummated, rescinding it and setting it aside;
E. awarding compensatory damages against the defendants, jointly and severally, in an amount to be determined at trial, together with prejudgment interest at the maximum rate allowable by law;
F. awarding plaintiff and the Class their costs and disbursements and reasonable allowances for plaintiff's counsel and experts' fees and expenses; and
G. granting such other and further relief as may be just and proper.
ROSENTHAL, MONHAIT, GROSS
& GODDESS, P.A.

By:  /s/ [ILLEGIBLE]
   -------------------------------
Suite 1401, Mellon Bank Center
919 Market Street
Wilmington, Delaware 19899-1070
(302) 656-4433
Attorneys for Plaintiff	

OF COUNSEL:
WECHSLER, HARWOOD
HALEBIAN & FEFFER LLP
 488 Madison Avenue
New York, New York 10022
(212) 935-7400
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