AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT ("Amendment"), dated as of March 29, 2001, is entered
into by and among CERIDIAN CORPORATION, a Delaware corporation, (the "Borrower"), each lender from
time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), BANK OF AMERICA, N.A.,
as the Administrative Agent and L/C Issuer (the "Administrative Agent"), and FLEET NATIONAL BANK, as
the Syndication Agent.
A. The Borrower, Lenders, and Administrative Agent are parties to a Credit Agreement dated as of January 31,
2001 (the "Credit Agreement") pursuant to which the Administrative Agent and the Lenders have extended
certain credit facilities to the Borrower.
B. The Borrower has requested that the Lenders agree to certain amendments of the Credit Agreement and the
C. The Lenders are willing to amend the Credit Agreement and the schedules thereto, subject to the terms and
conditions of this 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. Amendments to Credit Agreement.
(a) Section 7.07(a)(i) of the Credit Agreement shall be amended by deleting such subsection in its entirety and
replacing it with the following:
(i) declare and make (A) the Distribution, or (B) dividend payments or other distributions payable solely in shares
of its common stock (and solely in respect of fractional shares, cash of a de minimis amount), or (C) pursuant to
the terms of a shareholder rights agreement approved by Borrower's board of directors, distributions on a ratable
basis to all then-existing common stock shareholders payable solely in shares of preferred stock of the Borrower,
or rights or options to acquire additional shares of its common stock upon th