**EXHIBIT10.51**

 

**SEVENTH AMENDMENT TO CREDIT AGREEMENT**

 

THIS SEVENTHAMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 31,2005, is entered into by and among CERIDIAN CORPORATION, a Delaware corporationformerly known as New Ceridian Corporation (the “Borrower”), the severalfinancial institutions party to the Credit Agreement defined below (each a “Lender”and, collectively, the “Lenders”) and BANK OF AMERICA, N.A., asadministrative agent for itself and the other Lenders (in such capacity, the “AdministrativeAgent”).

 

RECITALS

 

A.                                   TheBorrower, each Lender and the Administrative Agent are parties to that certainCredit Agreement dated as of January 31, 2001, as amended (the “CreditAgreement”), pursuant to which the Administrative Agent and the Lendershave extended certain credit facilities to the Borrower.

 

B.                                     TheBorrower has advised the Lenders that because of the review of certainfinancial accounting procedures as disclosed in the Borrower’s Form 12b-25dated March 17,  2005, it has determinedthat it may not be able to file with the SEC its annual report on Form 10-Kwith respect to the fiscal year ending December 31, 2004 within the timeperiod contemplated by the Credit Agreement, and the Borrower has requestedthat the Lenders agree to certain amendments of the Credit Agreement toaccommodate the possibility that the Borrower will not be able to make suchfilings within such time period.

 

C.                                     TheLenders are willing to amend the Credit Agreement subject to the terms andconditions of this Amendment.

 

NOW,THEREFORE, for valuable consideration, the receipt and adequacy of which arehereby acknowledged, the parties hereto hereby agree as follows:

 

# 1.                                       Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall havethe meanings, if any, assigned to them in the Credit Agreement.

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# 2.                                       Amendments to Credit Agreement.  The CreditAgreement shall be amended as follows, effective as of the Effective Date:

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## The definition of “Material Adverse Effect” appearing in Section 1.01of the Credit Agreement shall be so amended by adding the following newsentence at the end thereof:

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## It isunderstood and agreed that none of the following, individually or in theaggregate, will constitute a Material Adverse Effect: (a) any delay in filingthe Borrower’s quarterly report on Form 10-Q filed with the SEC forthe fiscal quarters of the Borrower ending June 30, 2004 and September 30,2004, which does not extend to a date later than February 28, 2005 and anydelay in filing the Borrower’s annual report on Form 10-K filed withthe SEC for fiscal year of the Borrower ending December 31, 2004,

 

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## which does not extend to a datelater than April 30, 2005; (b) the determination by the Borrower thata restatement is required of financial reports or other information previouslyrequired to be delivered under this Agreement with respect to periods endingbefore June 30, 2004, as disclosed in the Borrower’s press release dated October 18,2004, as a result of the review of certain capitalization and expensingprocedures at its Human Resources Solutions business, as disclosed in theBorrower’s press releases dated July 19, 2004, August 5, 2004, September 30,2004 and October 18, 2004 (the “Review”); (c) any such actualrestatement which is furnished to the Lenders on or before February 28,2005,****to the extent suchrestatement is not asserted in writing by the Required Lenders to constitute aMaterial Adverse Effect on or before fourteen (14) days after any suchrestatement is furnished to the Lenders; and (d) any effect of the Reviewon the financial statements furnished to the Lenders with respect to either ofthe fiscal quarters ending June 30, 2004 or September 30, 2004 whichare furnished to the Lenders on or before February 28, 2005, or any effectof the Review or of the review of the Borrower’s financial accountingprocedures as described in the Borrower’s Form 12b-25 dated March 17,****2005 on the financial statements furnishedto the Lenders with respect to the fiscal year ending December 31, 2004 whichare furnished to the Lenders on or before April 30, 2005, to the extentany such effect is not asserted in writing by the Required Lenders toconstitute a Material Adverse Effect on or before fourteen (14) days after anysuch effect is communicated in writing to the Lenders.

 

## (b)                                 Section 6.01(a) ofthe Credit Agreement shall be so amended by inserting the following provisobefore the period at the end thereof:

 

; providedhowever, that with respect to the fiscal year of the Borrower ending December 31,2004,  the Borrower will not be requiredto deliver the reports or other information described above in this Section 6.01(a) untilApril 30, 2005.

 

## (c)                                  Sections7.09 and 7.10 shall be amended by inserting the following proviso beforethe period at the end thereof:

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; providedfurther, that this requirement will not be measured with respect to thefiscal year ending December 31, 2004 until the financial reports requiredunder Section 6.01(a) with respect to such period arefurnished in accordance with Section 6.01(a).

 

# 3.                             GAAP Matters.  For the fiscal quarter of theBorrower ended December 31, 2004 and each fiscal quarter thereafter, thecalculation of the financial ratios and other financial requirements set forthin any Loan Document shall be made by applying the provisions with respect toamortization and/or impairment of goodwill as are in effect under GAAP as ofthe date hereof; provided, however, that any additional changes to thetreatment of amortization and/or impairment of goodwill under GAAP that occurafter the date hereof shall be governed by Section 1.03 of theCredit Agreement.  The parties furtherhereby agree that no request for an amendment to the computation of thefinancial ratios or other requirements set forth in any Loan Document shall bemade pursuant to Section 1.03(c) of the Credit Agreement inconnection with any change to the treatment of amortization and/or impairmentof goodwill under GAAP occurring prior to the date hereof.

 

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# 4.                             Representations and Warranties. The Borrower hereby represents and warrants to theAdministrative Agent and the Lenders as follows:

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## (a)                              NoDefault or Event of Default has occurred and is continuing.

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## (b)                             Theexecution, delivery and performance by the Borrower of this Amendment have beenduly authorized by all necessary corporate and other action and do not and willnot require any registration with, consent or approval of, notice to or actionby, any Person (including any Governmental Authority) in order to be effectiveand enforceable. The Credit Agreement as amended by this Amendment constitutesthe legal, valid and binding obligation of the Borrower, enforceable against itin accordance with its respective terms, without defense, counterclaim or offset.

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## (c)                              Allrepresentations and warranties of the Borrower contained in Article V ofthe Credit Agreement are true and correct as of the Effective Date, except tothe extent such representations and warranties specifically refer to an earlierdate, in which case they shall be true and correct as of such earlier date.

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## (d)                             TheBorrower is entering into this Amendment on the basis of its own investigationand for its own reasons, without reliance upon the Administrative Agent and theLenders or any other Person.

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# 5.                             Effective Date. Except with respect to the provisions of Section 7 hereof,which will become effective in accordance with the terms of such Section 7,this Amendment will become effective as of March 31, 2005 (such date, the “EffectiveDate”), to the extent all of the conditions precedent set forth in this Section 5have been satisfied on or prior to March 31, 2005:

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## (a)                              TheAdministrative Agent shall have received from each of the Borrower and theRequired Lenders a duly executed original (or, if elected by the AdministrativeAgent, an executed facsimile copy) counterpart to this Amendment.

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## (b)                             TheAdministrative Agent shall have received from the Borrower a certificateexecuted by the secretary, deputy secretary or assistant secretary of theBorrower providing satisfactory evidence of the authorization of the execution,delivery and performance by the Borrower of this Amendment.

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## (c)                              TheBorrower shall have paid all Attorney Costs of the Administrative Agent to theextent invoiced prior to March 31, 2005, plus such additional amounts ofAttorney Costs as shall constitute the Administrative Agent’s reasonableestimate of Attorney Costs incurred or to be incurred by it through the closingproceedings related to this Amendment (provided that such estimate shall notthereafter preclude a final settling of accounts between the Borrower and theAdministrative Agent).

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## (d)                             TheAdministrative Agent shall have received, in form and substance satisfactory toit, such additional approvals, consents, opinions, documents and otherinformation as the Administrative Agent may request prior to March 31,2005.

 

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## (e)                              TheAdministrative Agent shall have received from the Borrower the amount payablein accordance with Section 7 hereof.

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# 6.                             Reservation of Rights. The Borrower acknowledges and agrees that theexecution and delivery by the Administrative Agent and the Required Lenders ofthis Amendment shall not (a) be deemed to create a course of dealing orotherwise obligate the Administrative Agent or the Lenders to execute similaramendments under the same or similar circumstances in the future or (b) bedeemed to create any implied waiver of any right or remedy of theAdministrative Agent or any Lender with respect to any term or provision of anyLoan Document.

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# 7.                             Fees.                    When this Amendment becomes effective in accordancewith Section 5 of this Amendment, the Borrower agrees to pay toeach Lender which duly executes and delivers an original (or, if elected by theAdministrative Agent, an executed facsimile copy) counterpart to the Amendmentprior to March 31, 2005 (an “Approving Lender”), $5,000 ascompensation for the administrative time and expense incurred by each suchLender in connection with such execution and delivery.  The aggregate amount of all such fees shallbe delivered by the Borrower to the Administrative Agent on March 31, 2005for prompt distribution by the Administrative Agent to the Approving Lenders.

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# 8.                             Miscellaneous.

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## (a)                              Exceptas herein expressly amended, all terms, covenants and provisions of the CreditAgreement are and shall remain in full force and effect and all referencestherein to such Credit Agreement shall henceforth refer to the Credit Agreementas amended by this Amendment. This Amendment shall be deemed incorporated into,and a part of, the Credit Agreement.

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## (b)                             ThisAmendment shall be binding upon and inure to the benefit of the parties heretoand thereto and their respective successors and assigns. No third partybeneficiaries are intended in connection with this Amendment.

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## (c)                              THISAMENDMENT IS SUBJECT TO THE PROVISIONS OF SECTIONS 10.17 AND 10.18 OF THECREDIT AGREEMENT RELATING TO GOVERNING LAW AND WAIVER OF RIGHT TO TRIAL BYJURY, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE HEREBY INCORPORATED HEREININ FULL.

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## (d)                             ThisAmendment may be executed in any number of counterparts, each of which shall bedeemed an original, but all such counterparts together shall constitute but oneand the same instrument. Each of the parties hereto understands and agrees thatthis Amendment (and any other document required herein) may be delivered by anyparty thereto either in the form of an executed original or an executedoriginal sent by facsimile transmission to be followed promptly by mailing of ahard copy original, and that receipt by the Administrative Agent of a facsimiletransmitted document purportedly bearing the signature of a Lender or theBorrower shall bind such Lender or the Borrower, respectively, with the sameforce and effect as the delivery of a hard copy original. Any failure by theAdministrative Agent to receive the hard copy executed

 

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## original of such document shallnot diminish the binding effect of receipt of the facsimile transmittedexecuted original of such document of the party whose hard copy page wasnot received by the Administrative Agent.

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## (e)                              ThisAmendment, together with the Credit Agreement, contains the entire andexclusive agreement of the parties hereto with reference to the mattersdiscussed herein and therein. This Amendment supersedes all prior drafts andcommunications with respect thereto. This Amendment may not be amended exceptin accordance with the provisions of Section 10.01 of the CreditAgreement.

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## (f)                                Ifany term or provision of this Amendment shall be deemed prohibited by orinvalid under any applicable law, such provision shall be invalidated withoutaffecting the remaining provisions of this Amendment or the Credit Agreement,respectively.

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## (g)                             TheBorrower covenants to pay to or reimburse the Administrative Agent and theLenders, upon demand, for all out-of-pocket costs and expenses incurred inconnection with the development, preparation, negotiation, execution anddelivery of this Amendment.

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## (h)                             This Amendmentshall constitute a “Loan Document” under and as defined in the CreditAgreement.

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*(Remainder of page intentionally left blank)*

 

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IN WITNESS WHEREOF, the partieshereto have executed and delivered this Amendment as of the date first abovewritten.

 
|   | **CERIDIAN CORPORATION**, as the Borrower |
|--------|-------------------------------------------|
|   |                                      |
|   |                                      |
|   | By:                                       |       /s/  David B. Kuhnau |   |
|   |                                      |
|   | Name:                                     | David B.  Kuhnau |   |
|   |                                      |
|   | Title:                                    |   Vice  President & Treasurer |   |
|        |                                           |  |  |  |  |  |

 

(Signature Page toAmendment)

 

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|   | **BANK OF AMERICA, N.A.,**as the   Administrative Agent, a Lender and L/C Issuer |
|--------|----------------------------------------------------------------------------------|
|   |                                                                             |
|   |                                                                             |
|   | By:                                                                              |       /s/  W. Thomas Barnett |   |
|   |                                                                             |
|   | Name:                                                                            | W. Thomas  Barnett |   |
|   |                                                                             |
|   | Title:                                                                           |   Senior  Vice President |   |
|        |                                                                                  |  |  |  |  |

 

(Signature Page to SixthAmendment)

 

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| ** ** | **AMSOUTH  BANK,** as a Lender |
|------------|--------------------------------|
|       |                           |
|       |                           |
|       | By:                            |       /s/  Eric Kruse |   |
|       |                           |
|       | Name:                          | Eric Kruse |   |
|       |                           |
|       | Title:                         |   Vice  President |   |
|            |                                |  |  |  |  |

 

(Signature Page to SixthAmendment)

 

S-3

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| ** ** | **WACHOVIA  BANK, NATIONAL  ASSOCIATION,**as a Lender |
|------------|-------------------------------------------------------|
|       |                                                  |
|       |                                                  |
|       | By:                                                   |      /s/  Steven L. Hipsman |   |
|       |                                                  |
|       | Name:                                                 | Steven L.  Hipsman |   |
|       |                                                  |
|       | Title:                                                |   Director |   |
|            |                                                       |  |  |  |  |

 

(Signature Page to SixthAmendment)

 

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| ** ** | **MELLON  BANK, N.A.,**as a Lender |
|------------|------------------------------------|
|       |                               |
|       |                               |
|       | By:                                |     /s/  Daniel J. Lenckos |   |
|       |                               |
|       | Name:                              | Daniel J.  Lenckos |   |
|       |                               |
|       | Title:                             |   First  Vice President |   |
|            |                                    |  |  |  |  |  |

 

(Signature Page to SixthAmendment)

 

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| ** ** | **PNC  BANK, NATIONAL ASSOCIATION,** as a |
|------------|-------------------------------------------|
|       | Lender                                    |
|       |                                      |
|       |                                      |
|       | By:                                       |     /s/  Luke G. McElhinny |   |
|       |                                      |
|       | Name:                                     | Luke G.  McElhinny |   |
|       |                                      |
|       | Title:                                    |   Vice  President |   |
|            |                                           |  |  |  |  |  |  |

 

(Signature Page to SixthAmendment)

 

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| ** ** | **THE BANK  OF NEW YORK,**as a Lender |
|------------|---------------------------------------|
|       |                                  |
|       |                                  |
|       | By:                                   |     /s/  John-Paul Marotta |   |
|       |                                  |
|       | Name:                                 | John-Paul  Marotta |   |
|       |                                  |
|       | Title:                                |   Vice  President |   |
|            |                                       |  |  |  |  |  |  |

 

(Signature Page to SixthAmendment)

 

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| ** ** | **THEBANK  OF TOKYO-MITSUBISHI, LTD.,** |
|------------|-----------------------------------------|
|       | **CHICAGO  BRANCH,** as a Lender        |
|       |                                    |
|       |                                    |
|       | By:                                     |      /s/  Patrick McCue |   |
|       |                                    |
|       | Name:                                   | Patrick  McCue |   |
|       |                                    |
|       | Title:                                  |   Vice  President & Manager |   |
|            |                                         |  |  |  |  |  |

 

(Signature Page to SixthAmendment)

 

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|   | **JPMORGAN CHASE BANK, N.A.** (successor in  interest to Bank One, N.A.) as a Lender |
|--------|--------------------------------------------------------------------------------------|
|   |                                                                                 |
|   |                                                                                 |
|   | By:                                                                                  |      /s/  Sabir A. Hashmy |   |
|   |                                                                                 |
|   | Name:                                                                                | Sabir A.  Hashmy |   |
|   |                                                                                 |
|   | Title:                                                                               |   Vice  President |   |
|   |                                                                                 |
|        |                                                                                      |  |  |  |  |

 

(Signature Page to SixthAmendment)

 

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|   | **THE  ROYAL BANK OF SCOTLAND PLC,**as  a Lender |
|--------|--------------------------------------------------|
|   |                                             |
|   |                                             |
|   | By:                                              |      /s/  Philippe Sandmeier |   |
|   |                                             |
|   | Name:                                            | Philippe  Sandmeier |   |
|   |                                             |
|   | Title:                                           |   Senior  Vice President |   |
|        |                                                  |  |  |  |  |  |

 

(Signature Page to SixthAmendment)

 

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|   | **U.S.  BANK NATIONAL ASSOCIATION**, as a |
|--------|-------------------------------------------|
|   | Lender                                    |
|   |                                      |
|   |                                      |
|   | By:                                       |     /s/  Ziad W. Amra |   |
|   |                                      |
|   | Name:                                     | Ziad W. Amra |   |
|   |                                      |
|   | Title:                                    |   Corporate  Banking Officer |   |
|        |                                           |  |  |  |  |

 

(Signature Page to SixthAmendment)

 

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|   | **WELLS  FARGO BANK, NATIONAL** |
|--------|---------------------------------|
|   | **ASSOCIATION,**as a Lender     |
|   |                            |
|   |                            |
|   | By:                             |     /s/  Mark H. Halldorson |   |
|   |                            |
|   | Name:                           | Mark H.  Halldorson |   |
|   |                            |
|   | Title:                          |  Vice  President |   |
|   |                            |
|   |                            |
|   | By:                             |    /s/  Jennifer D. Barrett |   |
|   |                            |
|   | Name:                           | Jennifer D.  Barrett |   |
|   |                            |
|   | Title:                          |   Vice  President & Loan Team Manager | ** ** |
|        |                                 |  |  |  |  |  |  |  |  |

 

(Signature Page to SixthAmendment)

 

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