1
EXHIBIT 10.32
AMENDMENT TO GUARANTEE AGREEMENT
TO: THE TORONTO-DOMINION BANK
WHEREAS Ceridian Corporation ("Old Ceridian") provided a Guarantee Agreement,
dated January 30, 1998 (the "Guarantee") in support of Ceridian Canada Ltd.'s
(the "Borrower") obligations to The Toronto-Dominion Bank (the "Bank");
AND WHEREAS pursuant to a transaction scheduled to be completed on or about
March 30, 2001 (the "Separation"), Old Ceridian will transfer the majority of
its assets, liabilities and operations (excluding those assets, liabilities and
operations related to its media audience measurement business) and shares of its
subsidiaries, including the shares of Ceridian Canada Holdings, Inc., to New
Ceridian Corporation ("New Ceridian") which is currently a wholly owned
subsidiary of Old Ceridian;
AND WHEREAS immediately following the Separation, Old Ceridian will change its
name to Arbitron Inc. and New Ceridian will change its name to Ceridian
Corporation;
AND WHEREAS New Ceridian has agreed to assume all of the obligations and
liability of Old Ceridian under the Guarantee and to amend the terms of the
Guarantee as set out herein;
NOW THEREFORE THIS AMENDING AGREEMENT WITNESSETH that in consideration of the
mutual terms and conditions herein contained, and other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged by
the parties hereto), New Ceridian hereby covenants and agrees for the benefit of
the Bank as follows:
1. Unless otherwise defined or amended all defined terms used herein shall
have the same meaning as set out in the Guarantee.
2. New Ceridian hereby assumes and hereby agrees that it is responsible
for all of the obligations and liabilities of Ceridian Corporation
under the Guarantee and agrees that it shall be bound by all of the
terms, conditions, covenants and representations and warranties set out
in the Guarantee as though New Ceridian were the original guarantor
thereunder.
3. Effective as of the effective time of the Separation all references to
Guarantor in the Guarantee shall refer to and mean New Ceridian.
4 It is agreed effective as of the effective time of the Separation that
the reference to the Guarantor Credit Agreement in section 4 of the
Guarantee shall mean the
2
-2-
Credit Agreement dated as of January 31, 2001 among New Ceridian, and
Bank of America N.A. and The Other Lenders as amended from time to time
(the "New Credit Agreement").
5. It is agreed effective as of the effective time of the Separation that
the reference to the Financial Covenants in section 4 of the Guarantee
shall be to the financial covenants set out in the New Credit
Agreement.
6. Except as amended herein all other terms and conditions of the
Guarantee shall continue in full force and effect and unamended by this
Amending Agreement.
7. This Amending Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario.
IN WITNESS WHEREOF New Ceridian hereto have executed this Amending Agreement
under the hands of its duly authorized officers this 27th day of March, 2001.
NEW CERIDIAN CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
To: New Ceridian Corporation
And To: Old Ceridian Corporation
The Toronto-Dominion Bank hereby agrees to this Amending Agreement and hereby
fully releases Old Ceridian from all of its obligations and liability under the
Guarantee effective as of the effective time of the Separation.
Dated at the City of Toronto this 27th day of March, 2001.
THE TORONTO-DOMINION BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Title: Vice President & Director Corporate Credit
------------------------------------------