EXHIBIT 4.B2 AMENDMENT NO. 1 AND LIMITED WAIVER TO CREDIT AGREEMENT

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                                                                    EXHIBIT 4.B2

             AMENDMENT NO. 1 AND LIMITED WAIVER TO CREDIT AGREEMENT

      This Amendment No. 1 and Limited Waiver (this "Amendment") is entered into

as of November 4, 2004 by and among Viad Corp, a Delaware corporation (the

"Borrower"), Bank One, NA, a national banking association having its principal

office in Chicago, Illinois, as Lender and as Administrative Agent

("Administrative Agent"), and the other financial institutions signatory hereto.

                                    RECITALS

      A. The Borrower, the Administrative Agent and the Lenders are party to

that certain Credit Agreement dated as of June 30, 2004 (as amended, the "Credit

Agreement"). Unless otherwise specified herein, capitalized terms used in this

Amendment shall have the meanings ascribed to them by the Credit Agreement. In

connection with the Credit Agreement, the Administrative Agent and GES

Exposition Services, Inc. ("Guarantor") entered into a Subsidiary Pledge and

Security Agreement (the "Subsidiary Pledge Agreement").

      B. On August 14, 2004 the Borrower amended its by-laws without giving the

Administrative Agent proper notice under the Credit Agreement (the "Bylaws

Amendment"). Guarantor has informed Administrative Agent it has relocated

certain collateral without giving the Administrative Agent proper notice under

the Subsidiary Pledge Agreement (the "Collateral Move").

      C. The Borrower, the Administrative Agent and the Required Lenders wish to

amend the Credit Agreement and waive (i) the Default of the Borrower under the

Credit Agreement with respect to the Bylaws Amendment; and (ii) the Default (as

defined in the Subsidiary Pledge Agreement) of the Guarantor under the

Subsidiary Pledge Agreement with respect to the Collateral Move on the terms and

conditions set forth below.

      Now, therefore, in consideration of the mutual execution hereof and other

good and valuable consideration, the parties hereto agree as follows:

            1. Amendments to Credit Agreement. Upon the "Effective Date" (as

defined below), the Credit Agreement shall be amended as follows:

                  (a) Schedule 1.02 to the Credit Agreement is hereby amended by

      deleting Exhibit A thereto in its entirety and replacing it with Exhibit A

      attached hereto.

                  (b) Schedule 6.11 to the Credit Agreement is hereby amended by

      deleting Exhibit B thereto and replacing it with Exhibit B hereto.

                  (c) Schedule 6.15 to the Credit Agreement is hereby amended by

      deleting Exhibit D thereto and replacing it with Exhibit D hereto.

            2. The undersigned Lenders hereby: (a) (i) waive any breach of

Section 6.18 of the Credit Agreement arising solely as a result of the Bylaws

Amendment, and (ii) waive any Default or Unmatured Default under Section 7.3 of

the Credit Agreement which may have arisen from such breach; and (b) (i) waive

any breach of Section 4.1.7. of the Subsidiary Pledge Agreement arising solely

as a result of the Collateral Move, and (ii) waive any Default under Section

5.1.2 of the Subsidiary Pledge Agreement which may have arisen from such breach.

            3. Representations and Warranties of the Borrower. The Borrower

represents and warrants that:

                  (a) Each of the representations and warranties contained in

      the Credit Agreement is true and correct in all material respects on and

      as of the date hereof as if made on the date hereof;

                  (b) After giving effect to this Amendment, no Default or

      Unmatured Default has occurred and is continuing.

            4. Representations and Warranties of the Guarantor. The Guarantor

represents and warrants that:

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                  (a) Each of the representations and warranties contained in

      the Subsidiary Pledge Agreement is true and correct in all material

      respects on and as of the date hereof as if made on the date hereof;

                  (b) After giving effect to this Amendment, no Default (as

      defined in the Subsidiary Pledge Agreement) has occurred and is continuing

      under the Subsidiary Pledge Agreement.

            5. Effective Date. This Amendment shall become effective upon the

execution and delivery hereof by the Borrower, the Guarantor and the Required

Lenders ("Effective Date").

            6. Reference to and Effect Upon the Loan Documents.

                  (a) Except as specifically amended, the Credit Agreement and

      the other Loan Documents shall remain in full force and effect and are

      hereby ratified and confirmed.

                  (b) The execution, delivery and effectiveness of this

      Amendment sha