Amendment No. 1 to Credit Agreement among Ceridian Corporation, Ceridian Canada Ltd., and Bank of America, N.A.

WHEREAS, the Borrower has advised the Administrative Agent and the Lenders that it desires to amend certain provisions of the Credit Agreement to, among other things, amend the definition of Canadian Subfacility Funding Lender, and the Administrative Agent and the Lenders signatory hereto are willing to effect such amendment on the terms and conditions contained in this Amendment;

NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.             Amendments to Credit Agreement.  Subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended as follows:

(a)           The existing definition of “Canadian Subfacility Funding Lender” in Section 1.01 is deleted in its entirety and the following is inserted in lieu thereof:

“Canadian Subfacility Funding Lender” means, with respect to each Canadian Subfacility Loan, each Canadian Subfacility Funding Fronting Lender.

(b)           The existing definition of “Canadian Subfacility Participating Lender” in Section 1.01 is deleted in its entirety and the following is inserted in lieu thereof:

“Canadian Subfacility Participating Lender” means, with respect to each Canadian Subfacility Loan, each of Wachovia Bank, National Association, PNC Bank, National Association, Wells Fargo Bank, National Association, AmSouth

Bank, The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch, The Bank of New York and Mellon Bank, N.A., but specifically excludes any assignees thereof otherwise permitted hereunder.

2.             Effectiveness; Conditions Precedent.  The effectiveness of this Amendment and the amendments to the Credit Agreement herein provided are subject to the satisfaction of the following conditions precedent:

(a)            the Administrative Agent shall have received counterparts of this Amendment, duly executed by the Borrower, the Canadian Borrower, the Administrative Agent, the Canadian Subfacility Agent, each of the Canadian Subfacility Funding Fronting Lenders, and each of the Required Lenders;

(b)           all fees and expenses payable to the Administrative Agent (including the fees and expenses of counsel to the Administrative Agent) estimated to date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses); and

(c)            such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent, the L/C Issuer or any Lender shall reasonably request.

3.             Representations and Warranties.  In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower and the Canadian Borrower represent and warrant to the Administrative Agent and the Lenders as follows:

(a)            Before and after giving effect to this Amendment, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that the representations and warranties contained in Section 5.10 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 6.01 of the Credit Agreement, and (B) no Default exists; and

(b)           This Amendment has been duly authorized, executed and delivered by the Borrower and the Canadian Borrower and constitutes a legal, valid and binding obligation of the Borrower and the Canadian Borrower, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally.

4.             Entire Agreement.  This Amendment, together with all the Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter.  No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty.  Each of the parties hereto acknowledges that, except as otherwise