Execution
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D
Appendix D
Amended Guaranty
GUARANTY
THIS GUARANTY (as it may hereafter be amended, amended and restated, supplemented, modified or restated from time to time, the
Guaranty), dated as of July 30,
2021,2021 (as amended
by the Amendment to Guaranty, dated as of August 19, 2022, the Second Amendment to Guaranty, dated as of October 6, 2023 and the Third Amendment to the Credit Agreement (as defined below), dated as of October 6, 2023 and as it may
have been further amended, supplemented, modified or restated, the Guaranty), is executed and delivered by Viad Corp, a Delaware corporation (the BorrowerTop
Borrower), Brewster Inc., an Alberta Corporation (the Co-Borrower and, together with the Top Borrower, the Borrowers), each Subsidiary of the Top Borrower that is a signatory hereto and any other present or future
Subsidiary of the Top Borrower that executes and delivers
an Amendment hereto (each such Subsidiary, together with the Co-Borrower, a Guarantor and, collectively, the Guarantors) and Bank of America, N.A., as Administrative Agent (in such capacity, together with any successor appointed pursuant to
Section 9.06 of the Credit Agreement, the Administrative Agent) for the Lenders.
WHEREAS, the Lenders, the
Administrative Agent, the Swing Line Lender and the L/C Issuers are parties to the Credit Agreement, dated as of July 30, 2021 (as it may beamended by that certain First Amendment, dated as of March 23, 2022, that certain LIBOR Transition Amendment, dated as
of February 6, 2023, that certain Second Amendment, dated as of March 28, 2023, that certain Third Amendment, dated as of October 6, 2023 and as it may be further amended, restated,
replaced, supplemented or otherwise modified from time to time, the Credit Agreement; the terms defined therein and not otherwise defined herein being used herein as therein defined) with the BorrowerBorrowers
; and
WHEREAS, each of the Guarantors will derive substantial direct and indirect
benefit from the transactions contemplated by the Credit Agreement.
NOW, THEREFORE, in consideration of the foregoing and in order to
induce the Lenders to make the credit extensions contemplated under the Credit Agreement, the Guarantors hereby agree, jointly and severally, as follows:
SECTION 2.Definitions and Construction.
(a) Definitions. The following terms, as used in this Guaranty, shall have the following meanings:
Beneficiaries shall mean the Administrative Agent and the Lenders.
Guarantied Obligations shall mean the due and punctual payment of all Obligations owing by theany Borrower or any Guarantor, as the context may require; provided that Guarantied Obligations shall exclude any Excluded
Swap Obligations and
provided, further, that, solely with respect to the Co-Borrower, in its capacity as a Guarantor hereunder,
Guarantied Obligations shall not include the Revolving Loan Obligations.