CERIDIAN CORPORATION. By: ------------------------------------ Its: ------------------------------------
CERIDIAN CORPORATION. By: --------------------------------------- Title: B-1. EXHIBIT C FORM OF COMPLIANCE CERTIFICATE ______________________ ______________________ ______________________ Re: Ceridian Corporation Ladies and Gentlemen: This Compliance Certificate is made and delivered pursuant to the Credit Agreement dated as of June 7, 1999 (as amended, modified, renewed or extended from time to time, the "Credit Agreement") between Ceridian Corporation (the "Borrower"), and Bank of America National Trust and Savings Association (the "Bank"). All capitalized terms used in this Compliance Certificate and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. This Compliance Certificate relates to the accounting period ending __________, _____. I am the [chief financial officer] of the Borrower. I have reviewed the terms of the Credit Agreement and I have made, or caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during such accounting period. I hereby certify that the information set forth hereto (and on any additional schedules hereto setting forth further supporting detail) is true, accurate and complete as of the end of such accounting period. I hereby further certify that (i) as of the date hereof that no Default has occurred and is continuing, and (ii) on and as of the date hereof, there has occurred no Material Adverse Effect since the date of the last financial statements delivered to the Bank pursuant to the Credit Agreement, except in each case as may be set forth in a separate attachment hereto describing in detail the nature of each condition or event constituting an exception to the foregoing statements, the period during which it has existed and the action which the Borrower is taking or proposes to take with respect to each such condition or event.
CERIDIAN CORPORATION. By: -------------------------------- ------------------------------------ Secretary (NAME)
CERIDIAN CORPORATION. ("Old Ceridian") provided a Guarantee in support of all of the obligations of the Borrower to the Bank including without limitation the obligations under the Credit Agreement;
CERIDIAN CORPORATION. Without the introduction of an additional incentive payment arrangement, USI agrees to continue to work with Royal in good faith to explore the development of insurance programs for potential introduction to the marketing opportunity represented by the USI/Ceridian Corporation customer referral agreement.
CERIDIAN CORPORATION. By: X. X. Xxxxxxxxx -------------------------- Its: Vice President -------------------------- Subtenant: STARTEC GLOBAL COMMUNICATIONS CORPORATION /s/ Ram Xxxxxxx ------------------------------ By: Ram Xxxxxxx -------------------------- Its: CEO -------------------------- EXHIBIT A SUBLEASE PREMISES DRAWING [Recital B] [Graph] EXHIBIT B SPECIFICATIONS FOR BASE BUILDING IMPROVEMENTS [SECTION 4(c)] SCOPE OF WORK STARTEC GLOBAL COMMUNICATIONS CORPORATION 0000 XXXXX XXXXX XXXX XXXXXXXXX, XXXXXXXX
CERIDIAN CORPORATION. On July 28, 2000 the owner of the Borrower's former headquarters building sued the Borrower in the United States District Court for the District of Minnesota. The complaint alleges breach of contract, violation of Minn. Stat.
CERIDIAN CORPORATION. By: /s/ JOHN X. XXXXXXXX -------------------------------------- Title: Vice President and Treasurer ----------------------------------- BANK OF AMERICA , N.A., as Administrative Agent, a Lender and L/C Issuer By: /s/ CHITT SWAMIDASAN -------------------------------------- Title: Principal ----------------------------------- FLEET NATIONAL BANK, as a Lender By: /s/ RICK XXXXXXXX -------------------------------------- Title: Group Manager ----------------------------------- U.S. NATIONAL ASSOCIATION, as a Lender By: /s/ ELLIXX X. XXXXXX -------------------------------------- Title: Senior Vice President ----------------------------------- THE CHASE MANHATTAN BANK, as a Lender By: /s/ CAROX X. XXXXXXXXX -------------------------------------- Title: Vice President -----------------------------------
CERIDIAN CORPORATION. Ceridian Corporation shall receive from Parent the following: (x) a check or, if requested, a wire transfer of immediately available funds, in the amount of the Ceridian Cash Payment minus Ceridian’s pro rata share of the Cash Escrow, being an amount equal to the Cash Escrow multiplied by the quotient of (A) the total amount of cash Merger Consideration which Ceridian is entitled to receive under Section 2.7, divided by (B) the total amount of cash Merger Consideration which all Eligible Company Holders are entitled to receive under Section 2.7; (y) a stock certificate representing the number of shares of Parent Company Stock equal to the Ceridian Stock Payment, minus Ceridian’s pro rata share of the Escrow Stock, being an amount equal to the Escrow Stock multiplied by the quotient of (A) the number of shares of Parent Common Stock which Ceridian is entitled to receive under Section 2.7, divided by (B) the total number of shares of Parent Common Stock which all Eligible Company Holders are entitled to receive under Section 2.7 (with such number of shares being rounded to the next lowest whole number so as to eliminate any fractional shares); and (z) a check or, if requested, a wire transfer of immediately available funds, representing the amount of cash payable in lieu of any fractional shares pursuant to Section 2.7(d);
