Exhibit 4.2
FIRST SUPPLEMENTAL
INDENTURE
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 ”).
W I T N E S
S E T H
WHEREAS, the Issuer
and the Guarantors have heretofore executed and delivered to the
Trustee an Indenture (the “ Indenture ”), dated
as of November 9, 2007, providing for the issuance of an
unlimited aggregate principal amount of 12 1
/
4 %/13% Senior Toggle Notes due
2015 (the “ Senior Toggle Notes ”) and 11
1
/
4 % Senior Notes due 2015
(the “ Senior Cash Pay Notes ” and together with
the Senior Toggle Notes, the “ Notes
”);
WHEREAS, Section 9.01 of the
Indenture provides that the Issuer, the Guarantors and the Trustee,
may amend or supplement the Indenture to make any change that would
not adversely affect the legal rights under the Indenture of any
such Holder in any material respect;
WHEREAS, pursuant to
Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this First Supplemental Indenture;
WHEREAS, the execution and delivery
of this instrument has been duly authorized and all conditions and
requirements necessary to make this instrument a valid and binding
agreement have been duly performed and complied with;
and
NOW, THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt of which are hereby acknowledged, the parties mutually
covenant and agree, for the equal and proportionate benefit of all
Holders, as follows:
(1) Capitalized terms used herein
without definition shall have the meanings assigned to them in the
Indenture.
(2) Section 4.03(2)(A) of the
Indenture is hereby deleted in its entirety and replaced with the
following:
(A) unaudited quarterly consolidated
financial statements of the Issuer and its Subsidiaries (including
balance sheets, statements of operations and statements of cash
flows which would be required from a SEC registrant in a Quarterly
Report on Form 10-Q, including the financial statements required by
Rule 3-10 of Regulation S-X promulgated by the SEC, and reviewed by
the Issuer’s Independent Registered Accountant Firm in
accordance with SAS 100 or the Attestation Standard AR
Section 100 if the Issuer is not a public company) prepared in
accordance with GAAP, subject to normal year-end
adjustments;
(3) This First Supplemental
Indenture shall become effective as of the date hereof at such time
as executed counterparts of this Fi
