AMENDMENT TO NOTE PURCHASE
AGREEMENT
THIS AMENDMENT TO
NOTE PURCHASE AGREEMENT (“ Amendment ”), dated
as of March 29, 2001, is entered into by and among CERIDIAN
CORPORATION (dba The Arbitron Company), a Delaware corporation,
(the “ Company ”), and each of the Note Holders
named on Schedule I attached to the Note Agreement
referred to below (collectively, the “ Note Holders
”).
A. The
Company and the Note Holders are parties to a Note Purchase
Agreement dated as of January 31, 2001 (the “ Note
Agreement ”) pursuant to which the Company has issued
certain Senior Secured Notes to the Note Holders.
B. The
Company has requested that the Note Holders agree to certain
amendments of the Note Agreement and the schedules
thereto.
C. The Note
Holders are willing to amend the Note Agreement and the schedules
thereto, subject to the terms and conditions of this
Amendment.
NOW, THEREFORE,
for valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as
follows:
1.
Defined Terms . Unless otherwise defined herein, capitalized
terms used herein shall have the meanings, if any, assigned to them
in the Note Agreement.
2.
Amendments to Note Agreement .
(a)
Section 7.07(a)(i) of the Note Agreement shall be
amended by deleting such subsection in its entirety and replacing
it with the following:
(i) declare and
make (A) the Distribution, or (B) dividend payments or
other distributions payable solely in shares of its common stock
(and solely in respect of fractional shares, cash of a de minimis
amount), or (C) pursuant to the terms of a shareholder rights
agreement approved by the Company’s board of directors,
distributions on a ratable basis to all then-existing common stock
shareholders payable solely in shares of preferred stock of the
Company, or rights or options to acquire additional shares of its
common stock upon the occurrence of certain events, and provided
there exists no Default or Event of Default, cash payments by the
Company upon the redemption or purchase by the Company of such
rights or options, not exceeding in the aggregate for all such
payments from and after the Closing Date $200,000;
(b)
Schedule 5.21 of the Note Agreement shall be amended by
deleting it in its entirety and replacing it with
Schedule 5.21 as attached hereto;
(c)
Section 6.15(a) of the Note Agreement shall be amended
by deleting the clause beginning with “ provided ,
however, ” and continuing to the end of the subsection
and replacing it with the following:
Provided , however , that (i) that if any
additional Subsidiary so incorporated, created or acquired is a
Foreign Subsidiary of a Subsidiary incorporated within the United
States, in no event shall more than 65% of the capital stock of any
such Foreign Subsidiary be required to be so pledged, and (ii) no
such pledge of capital stock shall be required if such Foreign
Subsidiary is a Subsidiary of another Foreign
Subsidiary.
3.
Representations and Warranties . The Company hereby
represents and warrants to the Note Holders as follows:
(a) No
Default or Event of Default has occurred and is
continuing.
(b) The
execution, delivery and performance by the Company of this
Amendment have been duly authorized by all necessary corporate and
other action and do not and will not require any registration with,
consent or approval of, notice to or action by, any Person
(including any Governmental Authority) in order to be effective and
enforceable. The Note Agreement as amended by this Amendment
constitutes the legal, valid and binding obligation of the Company,
enforceable against it in accordance with its terms, without
defense, counterclaim or offset.
(c) All
representations and warranties of the Company contained in the Note
Agreement are true and correct.
(d) The
Company is entering into this Amendment on the basi
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