EXHIBIT 10.51
SEVENTH AMENDMENT TO CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
March 31, 2005, is entered into by and among CERIDIAN CORPORATION, a Delaware
corporation formerly known as New Ceridian Corporation (the "Borrower"), the
several financial institutions party to the Credit Agreement defined below (each
a "Lender" and, collectively, the "Lenders") and BANK OF AMERICA, N.A., as
administrative agent for itself and the other Lenders (in such capacity, the
"Administrative Agent").
RECITALS
A.
The Borrower, each Lender and the
Administrative Agent are parties to that certain Credit Agreement dated as of
January 31, 2001, as amended (the "Credit Agreement"), pursuant to which the
Administrative Agent and the Lenders have extended certain credit facilities to
the Borrower.
B.
The Borrower has advised the Lenders that
because of the review of certain financial accounting procedures as disclosed in
the Borrower's Form 12b-25 dated March 17,
2005, it has determined that it may
not be able to file with the SEC its annual report on Form 10-K with respect to
the fiscal year ending December 31, 2004 within the time period contemplated by
the Credit Agreement, and the Borrower has requested that the Lenders agree to
certain amendments of the Credit Agreement to accommodate the possibility that
the Borrower will not be able to make such filings within such time period.
C.
The Lenders are willing to amend the
Credit Agreement 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.
THE
CREDIT AGREEMENT SHALL BE AMENDED AS FOLLOWS, EFFECTIVE AS OF THE EFFECTIVE
DATE:
THE DEFINITION OF "MATERIAL ADVERSE EFFECT" APPEARING IN SECTION 1.01 OF THE
CREDIT AGREEMENT SHALL BE SO AMENDED BY ADDING THE FOLLOWING NEW SENTENCE AT THE
END THEREOF:
IT IS UNDERSTOOD AND AGREED THAT NONE OF THE FOLLOWING, INDIVIDUALLY OR IN THE
AGGREGATE, WILL CONSTITUTE A MATERIAL ADVERSE EFFECT: (A) ANY DELAY IN FILING
THE BORROWER'S QUARTERLY REPORT ON FORM 10-Q FILED WITH THE SEC FOR THE 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 ANY DELAY IN FILING THE
BORROWER'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SEC FOR FISCAL YEAR OF THE
BORROWER ENDING DECEMBER 31, 2004,
WHICH DOES NOT EXTEND TO A DATE LATER THAN APRIL 30, 2005; (B) THE DETERMINATION
BY THE BORROWER THAT A RESTATEMENT IS REQUIRED OF FINANCIAL REPORTS OR OTHER
INFORMATION PREVIOUSLY REQUIRED TO BE DELIVERED UNDER THIS AGREEMENT WITH
RESPECT TO PERIODS ENDING BEFORE 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 EXPENSING PROCEDURES AT ITS HUMAN RESOURCES