THIS AGREEMENT made as of the 2nd day of March, 1998.
CANADIAN IMPERIAL BANK OF COMMERCE,
a Canadian chartered bank
(herein called the "Bank"),
- and -
CERIDIAN CANADA LTD., a corporation incorporated under the laws of Canada
(herein called the "Borrower").
WHEREAS the Borrower has requested the Bank to establish (i) a revolving credit facility to be used to finance
the acquisition by the Borrower of the Bank's Payroll Business, (ii) an operating facility due 364 days after the
date hereof for general corporate purposes, and (iii) a demand VISA corporate expense account for the
Borrower's corporate expense account purposes;
AND WHEREAS the Bank is willing to provide such credit facilities to the Borrower for the aforementioned
purposes and upon the terms and conditions contained herein;
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and
agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which
are hereby acknowledged), the parties hereto covenant and agree as follows:
1.1 DEFINED TERMS. The defined terms set forth in Appendix "A" shall for all purposes of this agreement, or
any amendment hereto, have the respective meanings set forth therein unless the context otherwise specifies or
requires or unless otherwise defined herein.
1.2 APPLICABLE LAW. This agreement and all documents delivered pursuant hereto shall be governed by and
construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein and the parties hereto do hereby attorn to the non-exclusive jurisdiction of the courts of the
Province of Ontario.
1.3 AMOUNT OF CREDIT. Any reference herein to the amount of credit outstanding shall mean, at any
(a) in the case of a Prime Rate Loan, the principal amount thereof;
(b) in the case of a LIBO Loan or Base Rate Canada Loan, the Canadian Dollar