1
EXHIBIT 10.8
THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN
INTERCREDITOR AGREEMENT (AS AMENDED, SUPPLEMENTED OR OTHERWISE
MODIFIED FROM TIME TO TIME, THE "INTERCREDITOR AGREEMENT") DATED
AS OF JANUARY 31, 2001 BETWEEN AND AMONG CERIDIAN CORPORATION,
XXXX XXXXXXX LIFE INSURANCE COMPANY, THE ORIGINAL HOLDER OF THIS
NOTE, AND THE COLLATERAL AGENT NAMED THEREIN, AND EACH HOLDER OF
THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE
PROVISIONS OF THE INTERCREDITOR AGREEMENT.
CERIDIAN CORPORATION
9.96% Senior Secured Note due January 31, 2008
No. R-1
$31,500,000 January 31, 2001
CERIDIAN CORPORATION, a Delaware corporation (the "Company"), for value
received, hereby promises to pay to XXXX XXXXXXX LIFE INSURANCE COMPANY, or
registered assigns, the principal amount of THIRTY ONE MILLION FIVE HUNDRED
THOUSAND DOLLARS ($31,500,000) on January 31, 2008, with interest (computed on
the basis of a 360-day year of twelve 30-day months) on the unpaid balance of
such principal amount at a rate per annum equal to 9.96%, from the date hereof,
payable quarterly on the last day of each January, April, July and October after
the date hereof, commencing on April 30, 2001, until the principal hereof shall
have become due and payable (whether at maturity or at a date fixed for
prepayment or by declaration or otherwise), and with interest on any overdue
principal (including any overdue prepayment of principal) and (to the extent
permitted by applicable law) premium, if any, and (to the extent permitted by
applicable law) on any overdue installment of interest, at a rate per annum
equal to 11.96% until paid, payable quarterly as aforesaid or, at the option of
the holder hereof, on demand, and, upon acceleration of this Note, together with
the Make-Whole Amount specified in the Note Purchase Agreement hereinafter
referred to, as liquidated damages and not as a penalty; provided that in no
event shall the amount payable by the Company as interest on this Note exceed
the highest lawful rate permissible under any law applicable hereto. Payments of
principal, premium, if any, and interest hereon shall be made in lawful money of
the United States of America by the method and at the address for such purpose
specified in the Note Purchase Agreement hereinafter referred to, and such
payments shall be overdue for purposes hereof if not made on the originally
scheduled date of payment therefor, without
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2
giving effect to any applicable grace period.
This Note is one of the Company's 9.96% Senior Secured Notes due January
31, 2008, limited to $50,000,000 aggregate principal amount, issued pursuant to
that certain Note Purchase Agreement dated January 31, 2001 (such agreement, as
amended, modified and supplemented from time to time, the "Note Purchase
Agreement") among the Company and the institutional investors named therein, and
the holder hereof is entitled to the benefits of the Note Purchase Agreement and
the other Note Documents referred to in the Note Purchase Agreement, including,
without limitation, the Collateral Documents, and may enforce the agreements
contained therein and exercise the remedies provided for thereby or otherwise
available in respect thereof, all in accordance with the terms thereof.
This Note is subject to prepayment only as specified in the Note Purchase
Agreement.
Capitalized terms used herein without definition have the meanings
ascribed to them in the Note Purchase Agreement.
This Note is in registered form and is transferable only by surrender
hereof at the principal executive office of the Company as provided in the Note
Purchase Agreement. The Company may treat the person in whose name this Note is
registered on the Note register maintained at such office pursuant to the Note
Purchase Agreement as the owner hereof for all purposes, and the Company shall
not be affected by any notice to the contrary.
In case an Event of Default, as defined in the Note Purchase Agreement,
shall occur and be continuing, the unpaid balance of the principal of this Note
may be declared and become due and payable in the manner and with the effect
provided in the Note Purchase Agreement.
The parties hereto, including the makers and all guarantors and endorsers
of this Note, hereby waive presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance or
enforcement of this Note.
This Note shall be construed in accordance with and governed by the
domestic substantive laws of The State of New York without giving effect to any
choice of law or conflicts of law provision or rule that would cause the
application of domestic substantive laws of any other jurisdiction.
[The remainder of this page is intentionally left blank.]
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3
IN WITNESS WHEREOF, the Company has executed this Note as an instrument
under seal as of the date first above written.
CERIDIAN CORPORATION
By /s/ Xxxxxxx X. Xxxxx
-----------------------------
(Title)
Xxxxxxx X. Xxxxx
Executive Vice President of
Finance and Planning of
Arbitron and Vice President
of Ceridian
-3-
4
FORM OF ASSIGNMENT
[To be signed only upon transfer of Note]
For value received, the undersigned
hereby sells, assigns and transfers unto the within Note, and
appoints Attorney to transfer such Note on the books of CERIDIAN
CORPORATION with full power of substitution in the premises.
Date: , .
......................................................
(Signature must conform in all respects to name of
Holder as specified on the face of the Note)
Signed in the presence of
.........................
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5
THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT
CERTAIN INTERCREDITOR AGREEMENT (AS AMENDED, SUPPLEMENTED OR
OTHERWISE MODIFIED FROM TIME TO TIME, THE "INTERCREDITOR
AGREEMENT") DATED AS OF JANUARY 31, 2001 BETWEEN AND AMONG
CERIDIAN CORPORATION, XXXX XXXXXXX LIFE INSURANCE COMPANY, THE
ORIGINAL HOLDER OF THIS NOTE, AND THE COLLATERAL AGENT NAMED
THEREIN, AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE
HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE INTERCREDITOR
AGREEMENT.
CERIDIAN CORPORATION
9.96% Senior Secured Note due January 31, 2008
No. R-2
$4,500,000 January 31, 2001
CERIDIAN CORPORATION, a Delaware corporation (the "Company"), for value
received, hereby promises to pay to XXXX XXXXXXX LIFE INSURANCE COMPANY, or
registered assigns, the principal amount of FOUR MILLION FIVE HUNDRED THOUSAND
DOLLARS ($4,500,000) on January 31, 2008, with interest (computed on the basis
of a 360-day year of twelve 30-day months) on the unpaid balance of such
principal amount at a rate per annum equal to 9.96%, from the date hereof,
payable quarterly on the last day of each January, April, July and October after
the date hereof, commencing on April 30, 2001, until the principal hereof shall
have become due and payable (whether at maturity or at a date fixed for
prepayment or by declaration or otherwise), and with interest on any overdue
principal (including any overdue prepayment of principal) and (to the extent
permitted by applicable law) premium, if any, and (to the extent permitted by
applicable law) on any overdue installment of interest, at a rate per annum
equal to 11.96% until paid, payable quarterly as aforesaid or, at the option of
the holder hereof, on demand, and, upon acceleration of this Note, together with
the Make-Whole Amount specified in the Note Purchase Agreement hereinafter
referred to, as liquidated damages and not as a penalty; provided that in no
event shall the amount payable by the Company as interest on this Note exceed
the highest lawful rate permissible under any law applicable hereto. Payments of
principal, premium, if any, and interest hereon shall be made in lawful money of
the United States of America by the method and at the address for such purpose
specified in the Note Purchase Agreement hereinafter referred to, and such
payments shall be overdue for
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6
purposes hereof if not made on the originally scheduled date of payment
therefor, without giving effect to any applicable grace period.
This Note is one of the Company's 9.96% Senior Secured Notes due January
31, 2008, limited to $50,000,000 aggregate principal amount, issued pursuant to
that certain Note Purchase Agreement dated January 31, 2001 (such agreement, as
amended, modified and supplemented from time to time, the "Note Purchase
Agreement") among the Company and the institutional investors named therein, and
the holder hereof is entitled to the benefits of the Note Purchase Agreement and
the other Note Documents referred to in the Note Purchase Agreement, including,
without limitation, the Collateral Documents, and may enforce the agreements
contained therein and exercise the remedies provided for thereby or otherwise
available in respect thereof, all in accordance with the terms thereof.
This Note is subject to prepayment only as specified in the Note Purchase
Agreement.
Capitalized terms used herein without definition have the meanings
ascribed to them in the Note Purchase Agreement.
This Note is in registered form and is transferable only by surrender
hereof at the principal executive office of the Company as provided in the Note
Purchase Agreement. The Company may treat the person in whose name this Note is
registered on the Note register maintained at such office pursuant to the Note
Purchase Agreement as the owner hereof for all purposes, and the Company shall
not be affected by any notice to the contrary.
In case an Event of Default, as defined in the Note Purchase Agreement,
shall occur and be continuing, the unpaid balance of the principal of this Note
may be declared and become due and payable in the manner and with the effect
provided in the Note Purchase Agreement.
The parties hereto, including the makers and all guarantors and endorsers
of this Note, hereby waive presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance or
enforcement of this Note.
This Note shall be construed in accordance with and governed by the
domestic substantive laws of The State of New York without giving effect to any
choice of law or conflicts of law provision or rule that would cause the
application of domestic substantive laws of any other jurisdiction.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the Company has executed this Note as an instrument
under seal as of the date first above written.
CERIDIAN CORPORATION
By /s/ Xxxxxxx X. Xxxxx
---------------------
(Title)
Xxxxxxx X. Xxxxx
Executive Vice President of
Finance and Planning of
Arbitron and Vice President
of Ceridian
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8
FORM OF ASSIGNMENT
[To be signed only upon transfer of Note]
For value received, the undersigned
hereby sells, assigns and transfers unto the within Note, and
appoints Attorney to transfer such Note on the books of CERIDIAN
CORPORATION with full power of substitution in the premises.
Date: , .
.....................................................
(Signature must conform in all respects to name of
Holder as specified on the face of the Note)
Signed in the presence of
.........................
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9
THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN
INTERCREDITOR AGREEMENT (AS AMENDED, SUPPLEMENTED OR OTHERWISE
MODIFIED FROM TIME TO TIME, THE "INTERCREDITOR AGREEMENT") DATED
AS OF JANUARY 31, 2001 BETWEEN AND AMONG CERIDIAN CORPORATION,
XXXX XXXXXXX VARIABLE LIFE INSURANCE COMPANY, THE ORIGINAL HOLDER
OF THIS NOTE, AND THE COLLATERAL AGENT NAMED THEREIN, AND EACH
HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY
THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.
CERIDIAN CORPORATION
9.96% Senior Secured Note due January 31, 2008
No. R-3
$2,000,000 January 31, 2001
CERIDIAN CORPORATION, a Delaware corporation (the "Company"), for value
received, hereby promises to pay to XXXX XXXXXXX VARIABLE LIFE INSURANCE
COMPANY, or registered assigns, the principal amount of TWO MILLION DOLLARS
($2,000,000) on January 31, 2008, with interest (computed on the basis of a
360-day year of twelve 30-day months) on the unpaid balance of such principal
amount at a rate per annum equal to 9.96%, from the date hereof, payable
quarterly on the last day of each January, April, July and October after the
date hereof, commencing on April 30, 2001, until the principal hereof shall have
become due and payable (whether at maturity or at a date fixed for prepayment or
by declaration or otherwise), and with interest on any overdue principal
(including any overdue prepayment of principal) and (to the extent permitted by
applicable law) premium, if any, and (to the extent permitted by applicable law)
on any overdue installment of interest, at a rate per annum equal to 11.96%
until paid, payable quarterly as aforesaid or, at the option of the holder
hereof, on demand, and, upon acceleration of this Note, together with the
Make-Whole Amount specified in the Note Purchase Agreement hereinafter referred
to, as liquidated damages and not as a penalty; provided that in no event shall
the amount payable by the Company as interest on this Note exceed the highest
lawful rate permissible under any law applicable hereto. Payments of principal,
premium, if any, and interest hereon shall be made in lawful money of the United
States of America by the method and at the address for such purpose specified in
the Note Purchase Agreement hereinafter referred to, and such payments shall be
overdue for purposes hereof if not made
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10
on the originally scheduled date of payment therefor, without giving effect to
any applicable grace period.
This Note is one of the Company's 9.96% Senior Secured Notes due January
31, 2008, limited to $50,000,000 aggregate principal amount, issued pursuant to
that certain Note Purchase Agreement dated January 31, 2001 (such agreement, as
amended, modified and supplemented from time to time, the "Note Purchase
Agreement") among the Company and the institutional investors named therein, and
the holder hereof is entitled to the benefits of the Note Purchase Agreement and
the other Note Documents referred to in the Note Purchase Agreement, including,
without limitation, the Collateral Documents, and may enforce the agreements
contained therein and exercise the remedies provided for thereby or otherwise
available in respect thereof, all in accordance with the terms thereof.
This Note is subject to prepayment only as specified in the Note Purchase
Agreement.
Capitalized terms used herein without definition have the meanings
ascribed to them in the Note Purchase Agreement.
This Note is in registered form and is transferable only by surrender
hereof at the principal executive office of the Company as provided in the Note
Purchase Agreement. The Company may treat the person in whose name this Note is
registered on the Note register maintained at such office pursuant to the Note
Purchase Agreement as the owner hereof for all purposes, and the Company shall
not be affected by any notice to the contrary.
In case an Event of Default, as defined in the Note Purchase Agreement,
shall occur and be continuing, the unpaid balance of the principal of this Note
may be declared and become due and payable in the manner and with the effect
provided in the Note Purchase Agreement.
The parties hereto, including the makers and all guarantors and endorsers
of this Note, hereby waive presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance or
enforcement of this Note.
This Note shall be construed in accordance with and governed by the
domestic substantive laws of The State of New York without giving effect to any
choice of law or conflicts of law provision or rule that would cause the
application of domestic substantive laws of any other jurisdiction.
[The remainder of this page is intentionally left blank.]
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11
IN WITNESS WHEREOF, the Company has executed this Note as an instrument
under seal as of the date first above written.
By /s/ Xxxxxxx X. Xxxxx
--------------------
(Title)
Xxxxxxx X. Xxxxx
Executive Vice President of
Finance and Planning of
Arbitron and Vice President
of Ceridian
-3-
12
FORM OF ASSIGNMENT
[To be signed only upon transfer of Note]
For value received, the undersigned
hereby sells, assigns and transfers unto the within Note, and
appoints Attorney to transfer such Note on the books of CERIDIAN
CORPORATION with full power of substitution in the premises.
Date: , .
.....................................................
(Signature must conform in all respects to name of
Holder as specified on the face of the Note)
Signed in the presence of
.........................
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13
THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN
INTERCREDITOR AGREEMENT (AS AMENDED, SUPPLEMENTED OR OTHERWISE
MODIFIED FROM TIME TO TIME, THE "INTERCREDITOR AGREEMENT") DATED
AS OF JANUARY 31, 2001 BETWEEN AND AMONG CERIDIAN CORPORATION,
COMMONWEALTH OF PENNSYLVANIA STATE EMPLOYES' RETIREMENT SYSTEM,
THE ORIGINAL HOLDER OF THIS NOTE, AND THE COLLATERAL AGENT NAMED
THEREIN, AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF,
SHALL BE BOUND BY THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.
CERIDIAN CORPORATION
9.96% Senior Secured Note due January 31, 2008
No. R-4
$3,000,000 January 31, 2001
CERIDIAN CORPORATION, a Delaware corporation (the "Company"), for value
received, hereby promises to pay to COMMONWEALTH OF PENNSYLVANIA STATE EMPLOYES'
RETIREMENT SYSTEM, or registered assigns, the principal amount of THREE MILLION
DOLLARS ($3,000,000) on January 31, 2008, with interest (computed on the basis
of a 360-day year of twelve 30-day months) on the unpaid balance of such
principal amount at a rate per annum equal to 9.96%, from the date hereof,
payable quarterly on the last day of each January, April, July and October after
the date hereof, commencing on April 30, 2001, until the principal hereof shall
have become due and payable (whether at maturity or at a date fixed for
prepayment or by declaration or otherwise), and with interest on any overdue
principal (including any overdue prepayment of principal) and (to the extent
permitted by applicable law) premium, if any, and (to the extent permitted by
applicable law) on any overdue installment of interest, at a rate per annum
equal to 11.96% until paid, payable quarterly as aforesaid or, at the option of
the holder hereof, on demand, and, upon acceleration of this Note, together with
the Make-Whole Amount specified in the Note Purchase Agreement hereinafter
referred to, as liquidated damages and not as a penalty; provided that in no
event shall the amount payable by the Company as interest on this Note exceed
the highest lawful rate permissible under any law applicable hereto. Payments of
principal, premium, if any, and interest hereon shall be made in lawful money of
the United States of America by the method and at the address for such purpose
specified in the Note Purchase Agreement hereinafter referred to, and such
payments shall be overdue for
-1-
14
purposes hereof if not made on the originally scheduled date of payment
therefor, without giving effect to any applicable grace period.
This Note is one of the Company's 9.96% Senior Secured Notes due January
31, 2008, limited to $50,000,000 aggregate principal amount, issued pursuant to
that certain Note Purchase Agreement dated January 31, 2001 (such agreement, as
amended, modified and supplemented from time to time, the "Note Purchase
Agreement") among the Company and the institutional investors named therein, and
the holder hereof is entitled to the benefits of the Note Purchase Agreement and
the other Note Documents referred to in the Note Purchase Agreement, including,
without limitation, the Collateral Documents, and may enforce the agreements
contained therein and exercise the remedies provided for thereby or otherwise
available in respect thereof, all in accordance with the terms thereof.
This Note is subject to prepayment only as specified in the Note Purchase
Agreement.
Capitalized terms used herein without definition have the meanings
ascribed to them in the Note Purchase Agreement.
This Note is in registered form and is transferable only by surrender
hereof at the principal executive office of the Company as provided in the Note
Purchase Agreement. The Company may treat the person in whose name this Note is
registered on the Note register maintained at such office pursuant to the Note
Purchase Agreement as the owner hereof for all purposes, and the Company shall
not be affected by any notice to the contrary.
In case an Event of Default, as defined in the Note Purchase Agreement,
shall occur and be continuing, the unpaid balance of the principal of this Note
may be declared and become due and payable in the manner and with the effect
provided in the Note Purchase Agreement.
The parties hereto, including the makers and all guarantors and endorsers
of this Note, hereby waive presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance or
enforcement of this Note.
This Note shall be construed in accordance with and governed by the
domestic substantive laws of The State of New York without giving effect to any
choice of law or conflicts of law provision or rule that would cause the
application of domestic substantive laws of any other jurisdiction.
[The remainder of this page is intentionally left blank.]
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15
IN WITNESS WHEREOF, the Company has executed this Note as an instrument
under seal as of the date first above written.
CERIDIAN CORPORATION
By /s/ Xxxxxxx X. Xxxxx
--------------------
(Title)
Xxxxxxx X. Xxxxx
Executive Vice President of
Finance and Planning of
Arbitron and Vice President
of Ceridian
-3-
16
FORM OF ASSIGNMENT
[To be signed only upon transfer of Note]
For value received, the undersigned
hereby sells, assigns and transfers unto the within Note, and
appoints Attorney to transfer such Note on the books of CERIDIAN
CORPORATION with full power of substitution in the premises.
Date: , .
.......................................................
(Signature must conform in all respects to name of
Holder as specified on the face of the Note)
Signed in the presence of
.........................
-4-
17
THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN
INTERCREDITOR AGREEMENT (AS AMENDED, SUPPLEMENTED OR OTHERWISE
MODIFIED FROM TIME TO TIME, THE "INTERCREDITOR AGREEMENT") DATED
AS OF JANUARY 31, 2001 BETWEEN AND AMONG CERIDIAN CORPORATION,
SIGNATURE 4 LIMITED, THE ORIGINAL HOLDER OF THIS NOTE, AND THE
COLLATERAL AGENT NAMED THEREIN, AND EACH HOLDER OF THIS NOTE, BY
ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT.
CERIDIAN CORPORATION
9.96% Senior Secured Note due January 31, 2008
No. R-5
$2,000,000 January 31, 2001
CERIDIAN CORPORATION, a Delaware corporation (the "Company"), for value
received, hereby promises to pay to SIGNATURE 4 LIMITED, or registered assigns,
the principal amount of TWO MILLION DOLLARS ($2,000,000) on January 31, 2008,
with interest (computed on the basis of a 360-day year of twelve 30-day months)
on the unpaid balance of such principal amount at a rate per annum equal to
9.96%, from the date hereof, payable quarterly on the last day of each January,
April, July and October after the date hereof, commencing on April 30, 2001,
until the principal hereof shall have become due and payable (whether at
maturity or at a date fixed for prepayment or by declaration or otherwise), and
with interest on any overdue principal (including any overdue prepayment of
principal) and (to the extent permitted by applicable law) premium, if any, and
(to the extent permitted by applicable law) on any overdue installment of
interest, at a rate per annum equal to 11.96% until paid, payable quarterly as
aforesaid or, at the option of the holder hereof, on demand, and, upon
acceleration of this Note, together with the Make-Whole Amount specified in the
Note Purchase Agreement hereinafter referred to, as liquidated damages and not
as a penalty; provided that in no event shall the amount payable by the Company
as interest on this Note exceed the highest lawful rate permissible under any
law applicable hereto. Payments of principal, premium, if any, and interest
hereon shall be made in lawful money of the United States of America by the
method and at the address for such purpose specified in the Note Purchase
Agreement hereinafter referred to, and such payments shall be overdue for
purposes hereof if not made on the originally scheduled date of payment
therefor, without giving effect to any applicable grace period.
-1-
18
This Note is one of the Company's 9.96% Senior Secured Notes due January
31, 2008, limited to $50,000,000 aggregate principal amount, issued pursuant to
that certain Note Purchase Agreement dated January 31, 2001 (such agreement, as
amended, modified and supplemented from time to time, the "Note Purchase
Agreement") among the Company and the institutional investors named therein, and
the holder hereof is entitled to the benefits of the Note Purchase Agreement and
the other Note Documents referred to in the Note Purchase Agreement, including,
without limitation, the Collateral Documents, and may enforce the agreements
contained therein and exercise the remedies provided for thereby or otherwise
available in respect thereof, all in accordance with the terms thereof.
This Note is subject to prepayment only as specified in the Note Purchase
Agreement.
Capitalized terms used herein without definition have the meanings
ascribed to them in the Note Purchase Agreement.
This Note is in registered form and is transferable only by surrender
hereof at the principal executive office of the Company as provided in the Note
Purchase Agreement. The Company may treat the person in whose name this Note is
registered on the Note register maintained at such office pursuant to the Note
Purchase Agreement as the owner hereof for all purposes, and the Company shall
not be affected by any notice to the contrary.
In case an Event of Default, as defined in the Note Purchase Agreement,
shall occur and be continuing, the unpaid balance of the principal of this Note
may be declared and become due and payable in the manner and with the effect
provided in the Note Purchase Agreement.
The parties hereto, including the makers and all guarantors and endorsers
of this Note, hereby waive presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance or
enforcement of this Note.
This Note shall be construed in accordance with and governed by the
domestic substantive laws of The State of New York without giving effect to any
choice of law or conflicts of law provision or rule that would cause the
application of domestic substantive laws of any other jurisdiction.
[The remainder of this page is intentionally left blank.]
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19
IN WITNESS WHEREOF, the Company has executed this Note as an instrument
under seal as of the date first above written.
CERIDIAN CORPORATION
By /s/ Xxxxxxx X. Xxxxx
--------------------
(Title)
Xxxxxxx X. Xxxxx
Executive Vice President of
Finance and Planning of
Arbitron and Vice President
of Ceridian
-3-
20
FORM OF ASSIGNMENT
[To be signed only upon transfer of Note]
For value received, the undersigned
hereby sells, assigns and transfers unto the within Note, and
appoints Attorney to transfer such Note on the books of CERIDIAN
CORPORATION with full power of substitution in the premises.
Date: , .
......................................................
(Signature must conform in all respects to name of
Holder as specified on the face of the Note)
Signed in the presence of
.........................
-4-
21
THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN
INTERCREDITOR AGREEMENT (AS AMENDED, SUPPLEMENTED OR OTHERWISE
MODIFIED FROM TIME TO TIME, THE "INTERCREDITOR AGREEMENT") DATED
AS OF JANUARY 31, 2001 BETWEEN AND AMONG CERIDIAN CORPORATION,
SIGNATURE 5 L.P., THE ORIGINAL HOLDER OF THIS NOTE, AND THE
COLLATERAL AGENT NAMED THEREIN, AND EACH HOLDER OF THIS NOTE, BY
ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT.
CERIDIAN CORPORATION
9.96% Senior Secured Note due January 31, 2008
No. R-6
$7,000,000 January 31, 2001
CERIDIAN CORPORATION, a Delaware corporation (the "Company"), for value
received, hereby promises to pay to SIGNATURE 5 L.P., or registered assigns, the
principal amount of SEVEN MILLION DOLLARS ($7,000,000) on January 31, 2008, with
interest (computed on the basis of a 360-day year of twelve 30-day months) on
the unpaid balance of such principal amount at a rate per annum equal to 9.96%,
from the date hereof, payable quarterly on the last day of each January, April,
July and October after the date hereof, commencing on April 30, 2001, until the
principal hereof shall have become due and payable (whether at maturity or at a
date fixed for prepayment or by declaration or otherwise), and with interest on
any overdue principal (including any overdue prepayment of principal) and (to
the extent permitted by applicable law) premium, if any, and (to the extent
permitted by applicable law) on any overdue installment of interest, at a rate
per annum equal to 11.96% until paid, payable quarterly as aforesaid or, at the
option of the holder hereof, on demand, and, upon acceleration of this Note,
together with the Make-Whole Amount specified in the Note Purchase Agreement
hereinafter referred to, as liquidated damages and not as a penalty; provided
that in no event shall the amount payable by the Company as interest on this
Note exceed the highest lawful rate permissible under any law applicable hereto.
Payments of principal, premium, if any, and interest hereon shall be made in
lawful money of the United States of America by the method and at the address
for such purpose specified in the Note Purchase Agreement hereinafter referred
to, and such payments shall be overdue for purposes hereof if not made on the
originally scheduled date of payment therefor, without giving effect to any
applicable grace period.
-1-
22
This Note is one of the Company's 9.96% Senior Secured Notes due January
31, 2008, limited to $50,000,000 aggregate principal amount, issued pursuant to
that certain Note Purchase Agreement dated January 31, 2001 (such agreement, as
amended, modified and supplemented from time to time, the "Note Purchase
Agreement") among the Company and the institutional investors named therein, and
the holder hereof is entitled to the benefits of the Note Purchase Agreement and
the other Note Documents referred to in the Note Purchase Agreement, including,
without limitation, the Collateral Documents, and may enforce the agreements
contained therein and exercise the remedies provided for thereby or otherwise
available in respect thereof, all in accordance with the terms thereof.
This Note is subject to prepayment only as specified in the Note Purchase
Agreement.
Capitalized terms used herein without definition have the meanings
ascribed to them in the Note Purchase Agreement.
This Note is in registered form and is transferable only by surrender
hereof at the principal executive office of the Company as provided in the Note
Purchase Agreement. The Company may treat the person in whose name this Note is
registered on the Note register maintained at such office pursuant to the Note
Purchase Agreement as the owner hereof for all purposes, and the Company shall
not be affected by any notice to the contrary.
In case an Event of Default, as defined in the Note Purchase Agreement,
shall occur and be continuing, the unpaid balance of the principal of this Note
may be declared and become due and payable in the manner and with the effect
provided in the Note Purchase Agreement.
The parties hereto, including the makers and all guarantors and endorsers
of this Note, hereby waive presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance or
enforcement of this Note.
This Note shall be construed in accordance with and governed by the
domestic substantive laws of The State of New York without giving effect to any
choice of law or conflicts of law provision or rule that would cause the
application of domestic substantive laws of any other jurisdiction.
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IN WITNESS WHEREOF, the Company has executed this Note as an instrument
under seal as of the date first above written.
CERIDIAN CORPORATION
By /s/ Xxxxxxx X. Xxxxx
--------------------
(Title)
Xxxxxxx X. Xxxxx
Executive Vice President of
Finance and Planning of
Arbitron and Vice President
of Ceridian
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24
FORM OF ASSIGNMENT
[To be signed only upon transfer of Note]
For value received, the undersigned
hereby sells, assigns and transfers unto the within Note, and
appoints Attorney to transfer such Note on the books of CERIDIAN
CORPORATION with full power of substitution in the premises.
Date: , .
.....................................................
(Signature must conform in all respects to name of
Holder as specified on the face of the Note)
Signed in the presence of
.........................
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