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EXHIBIT 10.02
AMENDMENT NO. 1
TO THE DISTRIBUTION AGREEMENT
BETWEEN
CERIDIAN CORPORATION
(TO BE RENAMED ARBITRON INC.)
AND
NEW CERIDIAN CORPORATION
(TO BE RENAMED CERIDIAN CORPORATION)
THIS AMENDMENT NO. 1 TO THE DISTRIBUTION AGREEMENT by and between Ceridian
Corporation, a Delaware corporation ("Ceridian"), and New Ceridian Corporation,
a Delaware corporation ("New Ceridian"), is entered into as of March 30, 2001.
WHEREAS, Ceridian and New Ceridian entered into a Distribution Agreement dated
as of February 14, 2001 (the "Distribution Agreement");
WHEREAS, Ceridian and New Ceridian wish to amend the Distribution Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Section 2.1(b). The text of Section 2.1(b) shall be deleted in its
entirety and be replaced with the following:
"In exchange for, and at the time of the contribution of the New Ceridian
Assets and the assumption of the New Ceridian Liabilities, New Ceridian
shall issue that number of New Ceridian Common Shares equal to the number
of shares of Ceridian Common Stock outstanding on the Distribution Record
Date, less 1,000 shares (which shares were issued to Ceridian at the time
of the formation of New Ceridian). Such shares issued to Ceridian shall
include one share of New Ceridian Common Shares in exchange for all of the
outstanding capital of Ceridian Holdings U.K. Limited."
2. Debt Realignment Plan. The reference to Debt Realignment Plan in the Table
of Contents is hereby amended to read "1.1(q)." The Debt Realignment Plan
attached as Schedule 1.1(q) to the Distribution Agreement is hereby
replaced with the Debt Realignment Plan attached hereto as Exhibit A.
3. Schedule 1.1(ll). Schedule 1.1(ll) attached to the Distribution Agreement
is hereby replaced with the new Schedule 1.1(ll) attached hereto as
Exhibit B.
4. Schedule 1.1(ll)A. Schedule 1.1(ll)A attached to the Distribution
Agreement is hereby replaced with the new Schedule 1.1(ll)A attached
hereto as Exhibit C.
5. Full Force. Except as amended pursuant to this Agreement, the Distribution
Agreement shall remain in full force and effect in accordance with its
original terms.
6. Counterparts. This Agreement may be executed in one or more counterparts,
all of which shall be considered one and the same agreement, and shall
become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other party.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
as of the day and year first above written.
CERIDIAN CORPORATION NEW CERIDIAN CORPORATION
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxxxx Xxxx X. Xxxxxx
Its: Executive Vice President and Its: Vice President, General Counsel
Chief Financial Officer and Secretary
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