0000950134-05-003409 Sample Contracts

CERIDIAN CORPORATION Non-Qualified Stock Option Agreement (U.S. Employee: Time Based Stock Option)
Qualified Stock Option Agreement • February 18th, 2005 • Ceridian Corp /De/ • Services-management consulting services • Delaware

THIS AGREEMENT is entered into and effective as of [GRANT DATE] (the “Date of Grant”), by and between Ceridian Corporation, a Delaware corporation (the “Company”), and [NAME] (the “Optionee”).

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AMENDMENT NO. 7 TO RECEIVABLES PURCHASE AGREEMENT AND AMENDMENT NO. 5 TO PERFORMANCE UNDERTAKING
Receivables Purchase Agreement • February 18th, 2005 • Ceridian Corp /De/ • Services-management consulting services • Illinois

THIS AMENDMENT (this “Amendment”) is entered into as of January 14, 2005, among Ceridian Corporation, a Delaware corporation (“Ceridian” or “Performance Guarantor”), Comdata Funding Corporation, a Delaware corporation (“Seller”), Comdata Network, Inc., a Maryland corporation (the “Servicer”) (the Servicer together with Seller, the “Seller Parties” and each a “Seller Party”), each Financial Institution party hereto (the “Financial Institutions”), Jupiter Securitization Corporation (“Jupiter” and, together with the Financial Institutions, the “Purchasers”), and JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA (Main Office Chicago), as agent for the Purchasers (the “Agent”).

AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT AND AMENDMENT NO. 2 TO PERFORMANCE UNDERTAKING
Receivables Purchase Agreement • February 18th, 2005 • Ceridian Corp /De/ • Services-management consulting services • Illinois

THIS AMENDMENT (this “Amendment”) is entered into as of September 30, 2004, among Ceridian Corporation, a Delaware corporation (“Ceridian” or “Performance Guarantor”), Comdata Funding Corporation, a Delaware corporation (“Seller”), Comdata Network, Inc., a Maryland corporation (the “Servicer”) (the Servicer together with Seller, the “Seller Parties” and each a “Seller Party”), each Financial Institution party hereto (the “Financial Institutions”), Jupiter Securitization Corporation (“Jupiter” and, together with the Financial Institutions, the “Purchasers”), and Bank One, NA (Main Office Chicago), as agent for the Purchasers (the “Agent”).

SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 18th, 2005 • Ceridian Corp /De/ • Services-management consulting services

THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of January 14, 2005, is entered into by and among CERIDIAN CORPORATION, a Delaware corporation formerly known as New Ceridian Corporation (the “Borrower”), the several financial institutions party to the Credit Agreement defined below (each a “Lender” and, collectively, the “Lenders”) and BANK OF AMERICA, N.A., as administrative agent for itself and the other Lenders (in such capacity, the “Administrative Agent”).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 18th, 2005 • Ceridian Corp /De/ • Services-management consulting services

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 30, 2004, is entered into by and among CERIDIAN CORPORATION, a Delaware corporation formerly known as New Ceridian Corporation (the “Borrower”), the several financial institutions party to the Credit Agreement defined below (each a “Lender” and, collectively, the “Lenders”) and BANK OF AMERICA, N.A., as administrative agent for itself and the other Lenders (in such capacity, the “Administrative Agent”).

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 18th, 2005 • Ceridian Corp /De/ • Services-management consulting services

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 9, 2004, is entered into by and among CERIDIAN CORPORATION, a Delaware corporation formerly known as New Ceridian Corporation (the “Borrower”), the several financial institutions party to the Credit Agreement defined below (each a “Lender” and, collectively, the “Lenders”) and BANK OF AMERICA, N.A., as administrative agent for itself and the other Lenders (in such capacity, the “Administrative Agent”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 18th, 2005 • Ceridian Corp /De/ • Services-management consulting services

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 4, 2004, is entered into by and among CERIDIAN CORPORATION, a Delaware corporation formerly known as New Ceridian Corporation (the “Borrower”), the several financial institutions party to the Credit Agreement defined below (each a “Lender” and, collectively, the “Lenders”) and BANK OF AMERICA, N.A., as administrative agent for itself and the other Lenders (in such capacity, the “Administrative Agent”).

CERIDIAN CORPORATION 2004 LONG-TERM STOCK INCENTIVE PLAN Restricted Stock Award Agreement (U.S. Employee)
Restricted Stock Award Agreement • February 18th, 2005 • Ceridian Corp /De/ • Services-management consulting services • Delaware

This Agreement between you, [NAME], and Ceridian Corporation, a Delaware corporation (the “Company”), is dated as of [GRANT DATE] (the “Date of Grant”) and evidences the grant of a Restricted Stock award pursuant to the 2004 Long-Term Stock Incentive Plan of the Company (the “Plan”). Any capitalized term used in this Agreement which is defined in the Plan shall have the same meaning as set forth in the Plan.

AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT AND AMENDMENT NO. 3 TO PERFORMANCE UNDERTAKING
Receivables Purchase Agreement • February 18th, 2005 • Ceridian Corp /De/ • Services-management consulting services • Illinois

THIS AMENDMENT (this “Amendment”) is entered into as of November 9, 2004, among Ceridian Corporation, a Delaware corporation (“Ceridian” or “Performance Guarantor”), Comdata Funding Corporation, a Delaware corporation (“Seller”), Comdata Network, Inc., a Maryland corporation (the “Servicer”) (the Servicer together with Seller, the “Seller Parties” and each a “Seller Party”), each Financial Institution party hereto (the “Financial Institutions”), Jupiter Securitization Corporation (“Jupiter” and, together with the Financial Institutions, the “Purchasers”), and Bank One, NA (Main Office Chicago), as agent for the Purchasers (the “Agent”).

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 18th, 2005 • Ceridian Corp /De/ • Services-management consulting services

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 31, 2004, is entered into by and among CERIDIAN CORPORATION, a Delaware corporation formerly known as New Ceridian Corporation (the “Borrower”), the several financial institutions party to the Credit Agreement defined below (each a “Lender” and, collectively, the “Lenders”) and BANK OF AMERICA, N.A., as administrative agent for itself and the other Lenders (in such capacity, the “Administrative Agent”).

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