Exhibit 10.1



 





EXHIBIT 10.1




CONFIDENTIAL




FIDELITY NATIONAL FINANCIAL, INC.

601 Riverside Avenue

Jacksonville, Florida 32204




May 30, 2007





			
	To:	 	Foundation Holdings, Inc.

The Other Sponsor Listed on Schedule A





Ladies and Gentlemen:




     Fidelity National Financial, Inc. (together with its affiliates, the “Sponsor”) is
pleased to offer this commitment to purchase, directly or indirectly, up to $900,000,000 (nine
hundred million U.S. Dollars) of the equity securities of Foundation Holdings, Inc., a Delaware
corporation (“Parent”), which has been formed for the purpose of purchasing (the
“Transaction”) 100% of the capital stock of Ceridian Corporation, a Delaware corporation
(the “Company”) pursuant to a merger of Foundation Merger Sub, Inc. (“Merger Sub”)
(a wholly-owned subsidiary of Parent) with and into the Company. We understand that the other
sponsor listed on Schedule A (the “Other Sponsor”) has committed to purchase,
directly or indirectly, up to the committed amount set forth opposite the Other Sponsor’s name on
Schedule A of the equity securities of Parent. We also understand that Parent intends to
finance a portion of the Transaction with indebtedness and unrestricted cash of the Company. Based
on our discussions, we understand that the total amount needed to fund an all cash Transaction and
the payment of related fees and expenses will be approximately $5,200,000,000 (five billion two
hundred million U.S. Dollars).



     The Sponsor hereby commits up to $900,000,000 (nine hundred million U.S. Dollars) to acquire
equity securities, directly or indirectly, of Parent. The proceeds from the Sponsor’s investment
may be used for funding the closing of the Transaction, including the payment of related fees and
expenses, and for no other purpose, and the Sponsor shall not be obligated to fund the commitment
evidenced hereby except in connection with the closing of the Transaction. The commitment of the
Sponsor is also subject to all of the following terms and conditions:



     1. Documentation. Parent has executed or caused to be executed and delivered to the
Sponsor on or before the date hereof, all necessary documentation requested by the Sponsor,
including an Agreement and Plan of Merger among Parent, Merger Sub and the Company of even date
herewith (the “Merger Agreement”).



     2. Closing Conditions. The Sponsor’s obligations to consummate this commitment shall
be conditioned upon the satisfaction or waiver of all conditions precedent to the closing of the
transactions set forth in Sections 6.1 and 6.3 of the Merger Agreement.



     3. Access to Information. From the date of execution of this letter until the closing
of the Transaction or earlier termination of this letter, the Sponsor and its representatives will
be given reasonable access to all due diligence performed by Parent to date and other materials
related to the Transaction provided to Parent; provided, that such information and
materials remain subject to the terms of the Confidentiality Agreement between the Company and



 









 







the Sponsor; provided further that any failure by Parent to comply with its
obligations under this sentence will not in any way relieve the Sponsor’s obligation to provide its
commitment under this letter.



     4. Indemnification. Parent agrees to indemnify and to hold harmless the Sponsor and
its affiliates, owners, partners, officers, directors and employees (collectively, the
“Indemnified Persons”) from and against any and all actions, suits, proceedings (including
any investigations or inquiries), losses, claims, damages, liabilities or expenses of any kind or
nature whatsoever which may be suffered, incurred by or asserted against or involve the Indemnified
Persons as a result of or arising out of or in any way related to the transactions described in
this letter (including those resulting from any Indemnified Persons’ negligence); provided,
however, that the foregoing will not apply to any losses of an Indemnified Person to the
extent from and found by a final decision of a court of competent jurisdiction to have resulted
solely from the gross negligence or willful misconduct of such Indemnified Person. Parent further
agrees to pay or reimburse to any Indemnified Person upon demand any legal or other expenses
incurred by the Indemnified Person in connection with investigating, defending, or preparing to
defend any such action, suit, claim or proceeding (including any inquiry or investigation). The
provisions of this paragraph 4 are independent of all other obligations of Parent hereunder and
shall survive termination or expiration of the commitment embodied in this letter.


PARENT HEREBY ACKNOWLEDGES THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO ALL CLAIMS,
LIABILITIES, LOSSES, DAMAGES OR EXPENSES THAT HAVE RESULTED FROM OR ARE ALLEGED TO HAVE RESULTED
FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF THE SPONSOR OR
ANY OTHER INDEMNIFIED PERSON.




     Notwithstanding anything that may be expressed or implied in this commitment letter, by their
acceptance hereof, each of Parent and the Other Sponsor acknowledges and agrees that (a)
notwithstanding that the Sponsor is a partnership, no recourse hereunder or under any documents or
instruments delivered in connection herewith may be had against any officer, agent or employee of
the Sponsor, any direct or indirect holder of any equity interests or securities of the Sponsor
(whether such holder is a limited or general partner, member, stockholder or otherwise), any
affiliate of the Sponsor, or any direct or indirect director, officer, employee, partner,
affiliate, member, controlling person or representative of any of the foregoing (any such person
or entity, a “Related Person”), whether by the enforcement of any judgment or assessment or
by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable
law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be
incurred by Related Persons under this commitment letter or any documents or instruments delivered
in connection herewith or with the Transaction for any claim based on, in respect of or by reason
of such obligations or by their creation.



     5. Other Sponsor’s Commitments. The commitment of the Sponsor set forth herein is
subject to the Other Sponsor’s simultaneous purchase, directly or indirectly, of that amount of the
equity securities of Parent set forth opposite its name on Schedule A.



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     6. Term. The commitment set forth herein shall become effective on the date and time
at which the Merger Agreement has been duly executed by all parties thereto, including, without
limitation, by Parent, whereupon this letter will constitute the commitment of the Sponsor to
provide the aforementioned financing to Parent on the terms and conditions set forth herein.



     7. Closing Date. The commitment set forth herein, as so accepted by the Parent, shall
expire upon the earlier of (a) the closing of the Transaction and (b) the date of the termination
of the Merger Agreement in accordance with its terms, unless a claim hereunder has been made prior
to such date, in which case the date such claim is finally satisfied or otherwise resolved by
agreement of the parties thereto or a final, non-appealable judgment of a governmental entity of
competent jurisdiction.



     8. No Assignment. The commitment evidenced by this letter shall not be assignable by
Parent or the Other Sponsor without the Sponsor’s prior written consent, and the granting of such
consent in a given instance shall be solely in the discretion of the Sponsor and, if granted, shall
not constitute a waiver of this requirement as to any subsequent assignment; provided, that
the commitment evidenced by this letter shall be assignable to subsidiaries or parent of Parent.
Any purported assignment of this commitment in contravention of this Paragraph 8 shall be void.
For the avoidance of doubt, the Sponsor may assign all or a portion of its commitment to purchase
equity securities as set forth herein; provided, however, that neither such
assignment nor the assignment pursuant to the second preceding sentence shall relieve the Sponsor
of its obligations under this letter.



     9. No Third Party Beneficiary. No person or entity other than Parent or the Other
Sponsor shall be entitled to rely upon this commitment letter. This commitment letter shall be
binding upon and inure solely to the benefit of each party hereto and nothing herein, express or
implied, is intended or shall confer upon any other person any rights, benefits or remedies
whatsoever under or by reason of this commitment.



     10. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER OR ANY OF
THE TRANSACTIONS CONTEMPLATED HEREBY.



     11. Jurisdiction. Any dispute, controversy or claim between the parties hereto which
arises out of, relates to or is in any manner connected with this letter, including any question
regarding the validity, termination of, or performance or non-performance under, this letter, any
breach of this letter, or any other claim (including tort claims) which arises out of, relates to
or is in any manner connected with this letter or the transactions contemplated hereby, shall be
referred exclusively to the United States District Court for the District of Delaware or the state
courts located in the State of Delaware, and, by execution and delivery of this letter, each of the
parties hereto accepts the exclusive jurisdiction of such courts, and irrevocably agrees to be
bound by any judgment rendered thereby in connection with this letter. The foregoing consents to
jurisdiction and appointments of agents to receive service of process shall not constitute general
consents to service of process in the State of Delaware for any purpose except as



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provided above and shall not be deemed to confer rights on any person other than the parties
hereto.



     If the foregoing is acceptable to you, please sign and return a copy of this letter no later
than 5:00 p.m. ET on June 2, 2007. This letter and the obligations hereunder shall be governed by
and construed in accordance with the laws of the State of Delaware, without regard to the principle
of conflict of laws.



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	 	Very truly yours,



FIDELITY NATIONAL FINANCIAL, INC.

 	 
	 	By:  	/s/
Brent B. Bickett 	 
	 	 	Name:  	Brent B. Bickett 	 
	 	 	Title:  	President 	 
	 



		 	 	 	 
	 	Accepted and Acknowledged:



FOUNDATION HOLDINGS, INC.

 	 
	 	By:  	/s/
Scott Jaeckel 	 
	 	 	Name:  	Scott Jaeckel 	 
	 	 	Title:  	Co-President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THOMAS H. LEE EQUITY FUND VI, L.P.

By: THL EQUITY FUND VI, L.P.

 	 
	 	By:  	/s/
Scott Jaeckel 	 
	 	 	Name:  	Scott Jaeckel 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



Schedule A




Other Sponsor’s Committed Equity




	 	 	 
	Other Sponsor	 	Equity Commitment
	Thomas H. Lee Equity Fund VI, L.P.
	 	$900,000,000