Exhibit
10.01


AMENDMENT
NO. 1 TO CREDIT AGREEMENT


This Amendment No. 1 to Credit Agreement (this “Amendment”) dated as
of October 25, 2006 is made by and among CERIDIAN CORPORATION,
a Delaware corporation (the “Borrower”), CERIDIAN CANADA LTD.,
a corporation organized under the laws of Canada (the “Canadian
Borrower”), BANK OF AMERICA, N.A.,
a national banking association organized and existing under the laws of the
United States (“Bank of
America”), in its capacity as administrative agent for the
Lenders (as defined in the Credit Agreement described below) (in such capacity,
the “Administrative
Agent”), and each of the Lenders under such Credit Agreement
signatory hereto.


W I T N E
S S E T H:


WHEREAS, the Borrower, the
Canadian Borrower, Bank of America, as the Administrative Agent, Swing Line
Lender and L/C Issuer and the Lenders have entered into that certain Credit
Agreement dated as of November 18, 2005 (as hereby amended and as from time to
time hereafter further amended, modified, supplemented, restated, or amended
and restated, the “Credit
Agreement”; capitalized terms used in this Amendment not
otherwise defined herein shall have the respective meanings given thereto in
the Credit Agreement), pursuant to which the Lenders have made available to the
Borrower a revolving credit facility, including a letter of credit facility and
a swing line facility, and to the Canadian Borrower a subfacility thereof for
the making of revolving credit loans thereto; and


WHEREAS, the Borrower has advised the Administrative Agent and the
Lenders that it desires to amend certain provisions of the Credit Agreement to,
among other things, amend the definition of Canadian Subfacility Funding
Lender, and the Administrative Agent and the Lenders signatory hereto are
willing to effect such amendment on the terms and conditions contained in this
Amendment;


NOW, THEREFORE, in consideration
of the premises and further valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


1.             Amendments to Credit Agreement.  Subject to the terms and conditions set forth
herein, the Credit Agreement is hereby amended as follows:


(a)           The existing definition of “Canadian
Subfacility Funding Lender” in Section 1.01 is deleted in its entirety
and the following is inserted in lieu thereof:


“Canadian Subfacility
Funding Lender” means, with respect to each Canadian Subfacility Loan, each
Canadian Subfacility Funding Fronting Lender.


(b)           The existing definition of “Canadian
Subfacility Participating Lender” in Section 1.01 is deleted in its
entirety and the following is inserted in lieu thereof:


“Canadian
Subfacility Participating Lender” means, with respect to each Canadian
Subfacility Loan, each of Wachovia Bank, National Association, PNC Bank,
National Association, Wells Fargo Bank, National Association, AmSouth 









 



 


Bank, The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch,
The Bank of New York and Mellon Bank, N.A., but specifically excludes
any assignees thereof otherwise permitted hereunder.


2.             Effectiveness; Conditions Precedent.  The effectiveness of this Amendment and the
amendments to the Credit Agreement herein provided are subject to the
satisfaction of the following conditions precedent:


(a)            the Administrative Agent shall have
received counterparts of this Amendment, duly executed by the Borrower, the
Canadian Borrower, the Administrative Agent, the Canadian Subfacility Agent,
each of the Canadian Subfacility Funding Fronting Lenders, and each of the
Required Lenders;


(b)           all fees and expenses payable to the Administrative Agent (including the fees
and expenses of counsel to the Administrative Agent) estimated to date
shall have been paid in full (without prejudice to final settling of accounts
for such fees and expenses); and


(c)            such other documents, instruments,
opinions, certifications, undertakings, further assurances and other matters as
the Administrative Agent, the L/C Issuer or any Lender shall reasonably
request.


3.             Representations and Warranties.  In order to induce the Administrative Agent
and the Lenders to enter into this Amendment, the Borrower and the Canadian
Borrower represent and warrant to the Administrative Agent and the Lenders as
follows:


(a)            Before and after giving effect to
this Amendment, (A) the representations and warranties contained in Article
V and the other Loan Documents are true and correct on and as of the date
hereof, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct as
of such earlier date, and except that the representations and warranties
contained in Section 5.10 of the Credit Agreement shall be deemed to
refer to the most recent statements furnished pursuant to clauses (a) and (b)
of Section 6.01 of the Credit Agreement, and (B) no Default exists; and


(b)           This Amendment has been duly
authorized, executed and delivered by the Borrower and the Canadian Borrower
and constitutes a legal, valid and binding obligation of the Borrower and the
Canadian Borrower, except as may be limited by general principles of equity or
by the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar law affecting creditors’ rights generally.


4.             Entire
Agreement.  This Amendment, together
with all the Loan Documents (collectively, the “Relevant Documents”), sets forth the
entire understanding and agreement of the parties hereto in relation to the
subject matter hereof and supersedes any prior negotiations and agreements
among the parties relating to such subject matter.  No promise, condition, representation or
warranty, express or implied, not set forth in the Relevant Documents shall
bind any party hereto, and no such party has relied on any such promise,
condition, representation or warranty. 
Each of the parties hereto acknowledges that, except as otherwise 



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expressly
stated in the Relevant Documents, no representations, warranties or
commitments, express or implied, have been made by any party to the other in
relation to the subject matter hereof or thereof.  None of the terms or conditions of this
Amendment may be changed, modified, waived or canceled orally or otherwise,
except in writing and in accordance with Section 10.01 of the Credit
Agreement.


5.             Full
Force and Effect of Agreement. 
Except as hereby specifically amended, modified or supplemented, the
Credit Agreement and all other Loan Documents are hereby confirmed and ratified
in all respects and shall be and remain in full force and effect according to
their respective terms.


6.             Counterparts.  This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.  Delivery of an
executed counterpart of a signature page of this Amendment by telecopy shall be
effective as a manually executed counterpart of this Amendment.


7.             Governing Law. 
This Agreement shall in all respects be governed by, and construed in
accordance with, the laws of the State of New York applicable to contracts
executed and to be performed entirely within such State, and shall be further
subject to the provisions of Sections 10.14 and 10.15
of the Credit Agreement.


8.             Enforceability. 
Should any one or more of the provisions of this Amendment be determined
to be illegal or unenforceable as to one or more of the parties hereto, all
other provisions nevertheless shall remain effective and binding on the parties
hereto.


9.             References. 
All references in any of the Loan Documents to the “Credit Agreement”
shall mean the Credit Agreement, as amended hereby.


10.           Successors and Assigns.  This Amendment shall be binding upon and
inure to the benefit of the Borrower, the Canadian Borrower, the Administrative
Agent and each of the Lenders, and their respective successors, legal
representatives, and assignees to the extent such assignees are permitted
assignees as provided in Section 10.06
of the Credit Agreement.


[Signature
pages follow.]



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IN WITNESS WHEREOF, the parties
hereto have caused this instrument to be made, executed and delivered by their
duly authorized officers as of the day and year first above written.


	
   

  	
  CERIDIAN CORPORATION, as

  
	
   

  	
  Borrower

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David B. Kuhnau

  	
   

  
	
   

  	
  Name:

  	
  David B. Kuhnau

  	
   

  
	
   

  	
  Title:

  	
   Vice
  President and Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CERIDIAN CANADA LTD., as

  
	
   

  	
  Canadian Borrower

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ David B.
  Kuhnau

  	
   

  
	
   

  	
  Name:

  	
  David B. Kuhnau

  	
   

  
	
   

  	
  Title:

  	
   Vice
  President and Treasurer

  	
   

  
							



 


Signature Page


Ceridian Corporation


Amendment No. 1 to
Credit Agreement









 



 


	
  

  	
  BANK OF AMERICA, N.A., as
  Administrative

  Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Mollie S.
  Canup

  	
   

  
	
   

  	
  Name:

  	
    Mollie S.
  Canup

  	
   

  
	
   

  	
  Title:

  	
    Vice
  President

  	
   

  
						



 









 



 


	
  

  	
  BANK OF AMERICA, N.A., acting through its

  Canada branch, as Canadian Subfacility Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Medina
  Sales de Andrade

  	
   

  
	
   

  	
  Name:

  	
    Medina Sales
  de Andrade

  	
   

  
	
   

  	
  Title:

  	
    Assistant
  Vice President

  	
   

  
	
   

  	
   

  
						



 









 



 


	
  

  	
  BANK OF AMERICA, N.A., acting through its

  Canada branch

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Medina
  Sales de Andrade

  	
   

  
	
   

  	
  Name:

  	
    Medina Sales
  de Andrade

  	
   

  
	
   

  	
  Title:

  	
    Assistant
  Vice President

  	
   

  
						



 









 



 


	
  

  	
  BANK OF AMERICA, N.A., as a Lender, L/C

  Issuer and Swing Line Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin McMahon

  	
   

  
	
   

  	
  Name:

  	
  Kevin McMahon

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
						



 









 



 


	
  

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  TORONTO BRANCH

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sabir Hashmy

  	
   

  
	
   

  	
  Name:

  	
  Sabir Hashmy

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 















 


 


	
  

  	
   

  	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
   

  	
  By:

  	
  /s/ John G. Taylor

  
	
   

  	
   

  	
  Name:

  	
  John G. Taylor

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


 









 



 


	
  

  	
   

  	
  PNC BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
  By:

  	
  /s/ Benjamin Kline

  
	
   

  	
   

  	
  Name:

  	
  Benjamin Kline

  
	
   

  	
   

  	
  Title:

  	
  Officer

  
						



 


 









 



 


	
  

  	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark H. Halldorson

  
	
   

  	
   

  	
  Name:

  	
  Mark H. Halldorson

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


 









 



 


	
  

  	
   

  	
  AMSOUTH BANK

  
	
   

  	
   

  	
  By:

  	
  /s/ Monty Trimble

  
	
   

  	
   

  	
  Name:

  	
  Monty Trimble

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
						



 









 



 


	
  

  	
   

  	
  THE BANK OF TOKYO-MITSUBISHI UFJ,

  LTD., CHICAGO BRANCH

  
	
   

  	
   

  	
  By:

  	
  /s/ Matthew A. Ross

  
	
   

  	
   

  	
  Name:

  	
  Matthew A. Ross

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Manager

  
						



 









 



 


	
  

  	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  	
  By:

  	
  /s/ Walter C. Parelli

  
	
   

  	
   

  	
  Name:

  	
  Walter C. Parelli

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 









 



 


	
  

  	
   

  	
  MELLON BANK, N.A.

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel J. Lenckos

  
	
   

  	
   

  	
  Name:

  	
  Daniel J. Lenckos

  
	
   

  	
   

  	
  Title:

  	
  First Vice President