REGISTRATION RIGHTS AGREEMENT Dated as of November 9, 2007 Among CERIDIAN CORPORATION, THE GUARANTORS SIGNATORY HERETO and DEUTSCHE BANK SECURITIES INC., CREDIT SUISSE SECURITIES (USA) LLC and BANC OF AMERICA SECURITIES LLCRegistration Rights Agreement • July 30th, 2008 • Comdata Network, Inc. Of California • Services-management consulting services • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of October 26, 2007 (the “Purchase Agreement”), by and among Foundation Merger Sub, Inc., a Delaware corporation, and the Initial Purchasers, which provides for, among other things, the sale by the Issuer to the Initial Purchasers of $825,000,000 aggregate principal amount of the Issuer’s 11 1/4% Senior Notes due 2015 (the “Senior Cash Pay Notes”) and $475,000,000 aggregate principal amount of the Issuer’s 12 1/4%/13% Senior Toggle Notes due 2015 (the “Senior Toggle Notes” and, together with the Senior Cash Pay Notes, the “Senior Notes”). The Senior Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among the Issuer, the Guarantors and Wells Fargo Bank, National Association, as trustee. Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Issuer’s o
AGREEMENT AND PLAN OF MERGER by and among FOUNDATION HOLDINGS, INC., FOUNDATION MERGER SUB, INC. and CERIDIAN CORPORATION Dated as of May 30, 2007Merger Agreement • July 30th, 2008 • Comdata Network, Inc. Of California • Services-management consulting services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 30, 2007 (the “Agreement”), among Foundation Holdings, Inc., a Delaware corporation (“Parent”), Foundation Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Ceridian Corporation, a Delaware corporation (the “Company”).
CERIDIAN CORPORATION EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 30th, 2008 • Comdata Network, Inc. Of California • Services-management consulting services • Minnesota
NOW, THEREFORE, in consideration of Executive’s acceptance of and continuance in Executive’s employment for the term of this Agreement and the parties’ agreement to be bound by the terms contained herein, the parties agree as follows:
CERIDIAN CORPORATION AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 30th, 2008 • Comdata Network, Inc. Of California • Services-management consulting services • Minnesota
NOW, THEREFORE, in consideration of Executive’s acceptance of and continuance in Executive’s employment for the term of this Agreement and the parties’ agreement to be bound by the terms contained herein, the parties agree as follows:
MANAGEMENT AGREEMENTManagement Agreement • July 30th, 2008 • Comdata Network, Inc. Of California • Services-management consulting services • New York
This Management Agreement (this “Agreement”) is entered into as of the 30th day of May, 2007, by and among Foundation Holdings, Inc., a Delaware corporation (“Foundation Holdings”), Foundation Merger Sub, Inc., a Delaware corporation (“Foundation Merger Sub,” and together with Foundation Holdings, the “Company”), and THL Managers VI, LLC, a Delaware limited liability company (“Sponsor”).
CERIDIAN CORPORATION EMPLOYEES’ BENEFIT PROTECTION TRUST AGREEMENT FIRST DECLARATION OF AMENDMENTTrust Agreement • July 30th, 2008 • Comdata Network, Inc. Of California • Services-management consulting services
Pursuant to the retained power of amendment contained in Section 9.1 of the Ceridian Corporation Employees’ Benefit Protection Trust Agreement (the “Trust Agreement”), Ceridian Corporation (the “Company”) and U.S. Bank National Association (the “Trustee”), formerly known as First Trust National Association, hereby amend the Trust Agreement in the manner described below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2008 • Comdata Network, Inc. Of California • Services-management consulting services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 9, 2007 by and among Ceridian Holding Corp., a Delaware corporation (the “Company”), and the Securityholders (as herein defined). Certain capitalized terms used herein are defined in Section 1.1.
CREDIT AGREEMENT dated as of November 9, 2007 among FOUNDATION MERGER SUB, INC. (to be merged with and into CERIDIAN CORPORATION), CERIDIAN CANADA LTD. and CERIDIAN CANADA HOLDINGS ULC, as the Borrowers, THE LENDERS PARTY HERETO, DEUTSCHE BANK AG NEW...Credit Agreement • July 30th, 2008 • Comdata Network, Inc. Of California • Services-management consulting services • New York
CREDIT AGREEMENT dated as of November 9, 2007 (this “Agreement”), among FOUNDATION MERGER SUB, INC., a Delaware corporation (“Merger Sub”), to be merged with and into CERIDIAN CORPORATION, a Delaware corporation (the “Company”), CERIDIAN CANADA HOLDINGS ULC, a Nova Scotia unlimited liability company (the “Canadian Term Borrower”), CERIDIAN CANADA LTD., a Canadian corporation to be amalgamated with 6866212 Canada Inc., a Canadian federal corporation, with the amalgamated entity continuing as Ceridian Canada Ltd. (the “Canadian Amalgamation”, with the amalgamated entity being referred to herein as the “Canadian Revolver Borrower”; and together with the US Borrower (as defined herein) and the Canadian Term Borrower, the “Borrowers” and each, a “Borrower”), the Lenders (as defined herein), and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as the Administrative Agent and the Collateral Agent (in each case, as defined herein) for the Lenders, DEUTSCHE BANK AG CANADA BRANCH, as the Canadian Sub-
CERIDIAN CORPORATION BENEFIT PROTECTION TRUST AGREEMENT SECOND DECLARATION OF AMENDMENTBenefit Protection Trust Agreement • July 30th, 2008 • Comdata Network, Inc. Of California • Services-management consulting services
Pursuant to the retained power of amendment contained in Section 9.1 of the Ceridian Corporation Benefit Protection Trust Agreement (the “Trust Agreement”), the undersigned hereby amend the Trust Agreement in the manner described below.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 30th, 2008 • Comdata Network, Inc. Of California • Services-management consulting services • Delaware
This Agreement, made and entered into as of the day of , 20 , (“Agreement”), by and between Ceridian Corporation, a Delaware corporation (“Company”), and (“Indemnitee”):
CERIDIAN HOLDING CORP.Stock Option Agreement • July 30th, 2008 • Comdata Network, Inc. Of California • Services-management consulting services • Delaware
STOCKHOLDERS AGREEMENT Dated November 9, 2007 Among CERIDIAN HOLDING CORP., CERIDIAN INTERMEDIATE CORP., AND THE OTHER PARTIES HERETOStockholders Agreement • July 30th, 2008 • Comdata Network, Inc. Of California • Services-management consulting services • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of November 9, 2007 by and among (i) Ceridian Holding Corp., a Delaware corporation (the “Company”), (ii) Ceridian Intermediate Corp., a Delaware corporation (“Intermediate Corp.”), (iii) Thomas H. Lee Equity Fund VI, L.P.; Thomas H. Lee Parallel Fund VI, L.P.; Thomas H. Lee Parallel (DT) Fund VI, L.P.; Great-West Investors LP; Putnam Investments Employees’ Securities Company III LLC; THL Coinvestment Partners, LP; THL Operating Partners, LP; THL Equity Fund VI Investors (Ceridian), L.P.; THL Equity Fund VI Investors (Ceridian) II, L.P.; THL Equity Fund VI Investors (Ceridian) III, LLC; THL Equity Fund VI Investors (Ceridian) IV, LLC; and THL Equity Fund VI Investors (Ceridian) V, LLC (collectively, “THL”), (iv) Fidelity National Financial, Inc. (“FNF”) and (v) the other Stockholders (as defined below) who become party to this Agreement. THL and FNF are each referred to herein as a “Sponsor,” and collectively, the “Spons
TRUST AGREEMENT FOR CERIDIAN CORPORATION EXECUTIVE BENEFIT PROTECTION TRUST NUMBER ONE FOURTH DECLARATION OF AMENDMENTTrust Agreement • July 30th, 2008 • Comdata Network, Inc. Of California • Services-management consulting services
Pursuant to the retained power of amendment contained in Section 7.1 of the Trust Agreement for Ceridian Corporation Executive Benefit Protection Trust Number One (the “Trust Agreement”), the undersigned hereby amend the Trust Agreement in the manner described below.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • July 30th, 2008 • Comdata Network, Inc. Of California • Services-management consulting services • New York
FIRST Supplemental Indenture (this “First Supplemental Indenture”), dated as of May 13, 2008 among Ceridian Corporation, a Delaware corporation (the “Issuer”), the guarantors party hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
CERIDIAN HOLDING CORP.Stock Option Agreement • July 30th, 2008 • Comdata Network, Inc. Of California • Services-management consulting services • Delaware
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 30th, 2008 • Comdata Network, Inc. Of California • Services-management consulting services • Delaware
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”), entered into as of July 30, 2007, by and among the Foundation Holdings, Inc., a Delaware corporation (“Parent”), Foundation Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Ceridian Corporation, a Delaware corporation (the “Company”).
CERIDIAN CORPORATION BENEFIT PROTECTION TRUST AGREEMENT THIRD DECLARATION OF AMENDMENTBenefit Protection Trust Agreement • July 30th, 2008 • Comdata Network, Inc. Of California • Services-management consulting services
Pursuant to the retained power of amendment contained in Section 9.1 of the Ceridian Corporation Benefit Protection Trust Agreement (the “Trust Agreement”), the undersigned hereby amends the Trust Agreement in the manner described below.
CERIDIAN CORPORATION EMPLOYEES’ BENEFIT PROTECTION TRUST AGREEMENTEmployees’ Benefit Protection Trust Agreement • July 30th, 2008 • Comdata Network, Inc. Of California • Services-management consulting services • Minnesota
This Trust Agreement is made and entered into as of December 1, 1994, between Ceridian Corporation, a Delaware corporation (the “Company”), and First Trust National Association, a national banking association with trust powers (the “Trustee”).
