EXHIBIT 10.05
TERMINATION OF CREDIT AGREEMENT
AND GUARANTEE AGREEMENT
(T-D)
THIS TERMINATION OF CREDIT AGREEMENT AND GUARANTEE AGREEMENT (this
"Termination Agreement"), dated as of April 26, 2002 (the "Effective Date"), is
entered into by and among THE TORONTO-DOMINION BANK (the "Bank"), CERIDIAN
CANADA LTD. (the "Borrower") and CERIDIAN CORPORATION, f/k/a New Ceridian
Corporation (the "Guarantor").
RECITALS
A. The Borrower and the Bank are parties to that certain Credit
Agreement dated as of January 30, 1998, as amended (the "Credit Agreement"),
pursuant to which the Bank has extended certain credit facilities to the
Borrower.
B. The Guarantor is the guarantor under a Guarantee Agreement, dated as
of January 30, 1998, as amended (the "Guarantee Agreement"), in favor of the
Bank, guaranteeing the Borrower's obligations to the Bank.
C. The Borrower and the Guarantor desire to terminate the Credit
Agreement and Guarantee Agreement.
D. The Borrower and the Guarantor together desire the Bank to agree to
the termination of the Credit Agreement and the Guarantee Agreement.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Termination of Credit Agreement. Effective as of the Effective Date,
the Bank and the Borrower agree that the Credit Agreement is terminated, and
that neither the Bank nor the Borrower shall have any further obligations under
the Credit Agreement.
2. Termination of Guarantee Agreement. Effective as of the Effective
Date, the Bank and the Guarantor agree that the Guarantee Agreement is
terminated, and the Bank further releases and discharges the Guarantor from its
obligations under the Guarantee Agreement.
3. Miscellaneous.
(a) This Termination Agreement may be executed in several
counterparts, each of which when so executed will be deemed to be an
original and such counterparts together will constitute one and the
same instrument, and will be effective as of the formal date hereof.
(b) This Amendment will be construed in accordance with and
governed by the laws of the Province of Ontario.
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IN WITNESS WHEREOF, the parties have caused this Amendment to
be duly executed by their respective authorized officers as of the date first
above written.
THE TORONTO-DOMINION BANK
By: /s/ Xxxxx X. XxXxxxx
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Name: Xxxxx X. XxXxxxx
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Title: Vice President & Director Corporate
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Credit
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By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
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Title: Vice President, Corporate Credit
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CERIDIAN CANADA LTD.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
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Title: Vice President and Treasurer
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By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Vice President
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CERIDIAN CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
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Title: Vice President and Treasurer
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By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Vice President
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