WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT
THIS WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT ("Waiver and Amendment"),
dated as of December 2, 1997, is entered into by and among CERIDIAN CORPORATION (the "Company"),
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent for itself and the
Banks (the "Agent"), the several financial institutions party to the Credit Agreement (collectively, the "Banks") and
BancAmerica SECURITIES, INC. with THE BANK OF NEW YORK AND FIRST BANK NATIONAL
ASSOCIATION (collectively, the "Co-Agents").
A. The Company, Banks, and Agent are parties to an Amended and Restated Credit Agreement (the "Credit
Agreement") dated as of December 12, 1995 and amended and restated as of July 31, 1997, pursuant to which
the Agent and the Banks have extended certain credit facilities to the Company.
B. The Company has reported to the Agent and the Banks the existence of a circumstance which could
potentially result in a future Event of Default under the Credit Agreement. The Company has requested that the
Banks waive any such potential Event of Default and agree to certain amendments of the Credit Agreement.
C. The Banks are willing to waive the potential default under the Credit Agreement, and to amend the Credit
Agreement, subject to the terms and conditions of this Waiver and Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any,
assigned to them in the Credit Agreement.
2. Defaults and Waiver.
(a) For purposes of this Waiver and Amendment, "Potential Default" shall mean the Event of Default which would
exist on January 1, 1998 under Section 7.10 of the Credit Agreement in the event the sale of Computing Devices
International ("CDI") has not closed on or before December 31, 1997.
(b) Subject to the effectiveness of