EXHIBIT 10.02
AMENDMENT NO. 9 TO RECEIVABLES
PURCHASE AGREEMENT
AND
AMENDMENT NO. 7 TO PERFORMANCE UNDERTAKING
THIS AMENDMENT
(this “ Amendment
”) is entered into as of May 15, 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 ”).
RECITALS
Each of the parties hereto other
than Ceridian entered into that certain Receivables Purchase
Agreement, dated as of June 24, 2002, as amended by
Amendment No. 1 thereto, dated as of June 20, 2003,
Amendment No. 2, dated as of June 17, 2004, Amendment
No. 3, dated as of August 4, 2004, Amendment No. 4,
dated as of September 30, 2004, Amendment No. 5, dated as
of November 9, 2004, Amendment No. 6, dated as of
December 31, 2004, Amendment No. 7, dated as of
January 14, 2005, and Amendment No. 8, dated as of
March 31, 2005 (such agreement, as so amended, the “
Purchase Agreement ”).
Performance Guarantor entered into
that certain Performance Undertaking dated as of June 24,
2002, in favor of Seller, as amended by Amendment No. 1
thereto, dated as of August 4, 2004, Amendment No. 2,
dated as of September 30, 2004, Amendment No. 3, dated as
of November 9, 2004, Amendment No. 4, dated as of
December 31, 2004, Amendment No. 5, dated as of
January 14, 2005 and Amendment No. 6, dated as of
March 31, 2005 (such undertaking, as so amended, the “
Performance Undertaking ”).
Ceridian has advised the Agent that
because of the reasons disclosed in Ceridian’s
Form 12b-25 dated May 11, 2005, it has determined that it
may not be able to file with the Securities and Exchange Commission
(“ SEC ”) its quarterly report on Form 10-Q
with respect to the fiscal quarter ending March 31, 2005
within the time period contemplated by the Purchase Agreement and
the Performance Undertaking, and Ceridian and the Seller Parties
have requested that the Agent and the Purchasers agree to certain
potential amendments of the Purchase Agreement and the Performance
Undertaking to accommodate the possibility that Ceridian will not
be able to make such filing within such time period.
Subject to the terms and conditions
hereof, each of the parties hereto now desires to amend the
Purchase Agreement and the Performance Undertaking as particularly
described herein.
AGREEMENT
NOW, THEREFORE,
in consideration of the premises,
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
Section 1. Definitions
Used Herein . Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings set
forth for such terms in the Purchase Agreement or the Performance
Undertaking, as applicable.
Section 2.
Amendments . Subject to the terms and conditions
hereinafter set forth:
(a) The last sentence of the
definition of “ Material Adverse Effect ”
appearing in Exhibit I to the Purchase Agreement is hereby
amended and restated in its entirety to provide as
follows:
It is understood and agreed that
none of the following, individually or in the aggregate, will
constitute a Material Adverse Effect: (a) any delay in filing
Ceridian’s quarterly report on Form 10-Q filed with the
SEC for the fiscal quarters of Ceridian ending June 30, 2004
and September 30, 2004, which does not extend to a date later
than February 28, 2005, or any delay in filing
Ceridian’s annual report on Form 10-K with the SEC for
the fiscal year ending December 31, 2004, which does not
extend to a date beyond April 30, 2005, or any delay in filing
Ceridian’s quarterly report on Form 10-Q with the SEC
for the fiscal quarter ending March 31, 2005, which does not
extend to a date beyond June 15, 2005; (b) the
determination by Ceridian that a restatement is required of
financial reports or other information previously required to be
delivered under this Agreement with respect to periods ending
before December 31, 2004, as disclosed in Borrower’s
annual report on Form 10-K filed with the SEC with respect to
the fiscal year ending December 31, 2004 and in other filings
made by Ceridian with the SEC on or prior to May 5, 2005
relating to periods ending on or prior to December 31,
2004 (collectively, the “ Filings ”), as a
result of the review of various financial accounting policies and
procedures as described in the Filings (the
“ Review ”); (c) any such actual
restatements which are furnished to the Agent on or before
May 5, 2005 (collectively, the “ Restatements );
and (d) any effect of the Review on the financial statements
furnished to the Agent with respect to any of the fiscal periods
ending before December 31, 2004 which are furnished to the
Agent on or before May 5, 2005, or any effect of the Review or
of the review of Ceridian’s Form 12b-25 dated
May 11, 2005 on the financial statements
furnished to the Agent with respect to the fiscal quarter ending
March 31, 2005 which are furnished to the Agent on or before
June 15, 2005, to the extent any such effect is not
asserted in writing by the Agent to constitute a Material Adverse
Effect on or before fourteen (14) days after any such effect is
communicated in writing to the Agent.
2
(b) The definition of “
Material Adverse Effect ” appearing in Section 1
of the Performance Undertaking is hereby amended to add the
following new sentence at the end thereof:
It is understood and agreed that
none of the following, individually or in the aggregate, will
constitute a Material Adverse Effect: (a) any delay in filing
Performance Guarantor’s quarterly report on Form 10-Q
filed with the SEC for the fiscal quarters of Performance Guarantor
ending June 30, 2004 and September 30, 2004, which does
not extend to a date later than February 28, 2005, or any
delay in filing Ceridian’s annual report on Form 10-K
with the SEC for the fiscal year ending December 31, 2004,
which does not extend to a date beyond April 30, 2005, or any
delay in filing Performance Guarantor’s quarterly report on
Form 10-Q with the SEC for the fiscal year ending
March 31, 2005, which does not extend to a date beyond
June 15, 2005; (b) the determination by Performance
Guarantor that a restatement is required of financial reports
or other information previously required to be delivered under this
Agreement with respect to periods ending before December 31,
2004, as disclosed in Borrower’s annual report on
Form&
