$450,000,000 Senior Credit Facility

May 4, 1999


Mr. Jack Eickhoff Chief Financial Officer Ceridian Corporation 8100 34th Avenue South Minneapolis, MN 55425-1640


Re: $450,000,000 SENIOR CREDIT FACILITY


Dear Jack:


Bank of America National Trust and Savings Association ("Bank of America") is pleased to offer its commitment to lend $450,000,000 (the "Facility"), upon and subject to the terms and conditions of this letter and the Summary of Terms and Conditions attached hereto (the "Summary of Terms"). NationsBanc Montgomery Securities LLC ("NMS") is pleased to advise you of its willingness to act as sole and exclusive Lead Arranger and Book Manager for the Facility and if required to form a syndicate of financial institutions (the "Lenders") reasonably acceptable to you for the Facility.


If the Facility is syndicated, Bank of America will act as sole and exclusive Administrative Agent for the Facility and NMS will act as sole and exclusive Lead Arranger and Book Manager for the Facility. No additional agents, co-agents or arrangers will be appointed and no other titles will be awarded without our prior written approval.


At Bank of America's option, NMS may commence syndication efforts, and you agree to actively assist NMS in achieving a syndication of the Facility that is satisfactory to it. Such assistance shall include (a) your providing and causing your advisors to provide us and the other Lenders upon request with all information reasonably deemed necessary by us to complete syndication; (b) assistance in the preparation of an Offering Memorandum to be used in connection with the syndication; (c) your using commercially reasonable efforts to ensure that the syndication efforts benefit materially from your existing lending relationships; and (d) otherwise assisting us in our syndication efforts, including by making senior management and advisors of the Borrower and its subsidiaries available from time to time to attend and make presentations regarding the business and prospects of the Borrower and its subsidiaries, as appropriate, at one or more meetings of prospective Lenders.


It is understood and agreed that Bank of America and NMS, after consultation with you, will manage and control all aspects of the syndication, including decisions as to the selection of proposed Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among the Lenders. It is understood that no Lender participating in the Facility will receive compensation from you in order to obtain its commitment, except on the terms contained herein and in the Summary of Terms. It is also understood and agreed that the amount and distribution of the fees among the Lenders will be at our sole discretion and that any syndication prior to execution of the definitive documentation for the Facility will reduce the commitment of Bank of America.


Ceridian Corporation May 4, 1999 Page 2


The commitment of Bank of America hereunder and the agreement of NMS to provide the services described herein are subject to the agreement in the preceding paragraph and the satisfaction of each of the following conditions precedent in a manner acceptable to us in our reasonable judgment: (a) each of the terms and conditions set forth herein and in the Summary of Terms; (b) the completion of all due diligence with respect to the Borrower and its subsidiaries and any entity proposed to be acquired with the proceeds of the Facility ("Target Company") in scope and determination satisfactory to us in our reasonable judgment; (c) our satisfaction that prior to and during the syndication of the Facility there shall be no competing offering, placement or arrangement of any debt securities or bank financing by or on behalf of the Borrower other than the amount available under the existing Amended and Restated Credit Agreement and the amount obtained under the proposed $450,000,000 debt offering; (d) the negotiation, execution and delivery of definitive documentation for the Facility consistent with the Summary of Terms and otherwise satisfactory to us; (e) no change, occurrence or development that could, in our reasonable opinion, have a material adverse effect on the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its subsidiaries taken as a whole, or Target Company and its subsidiaries taken as a whole, shall have occurred or become known to us; and (f) our not becoming aware after the date hereof of any information or other matter which in our reasonable judgment is inconsistent in a material and adverse manner with any information or other matter relating to the Borrower, the Target Company or the contemplated transaction with the Target Company disclosed to us prior to the date hereof (in which case we may, in our reasonable judgment, suggest alternative financing amounts or structures that ensure adequate protection for us, or for the Lenders, or terminate this letter and any commitment or undertaking hereunder).


You hereby represent, warrant and covenant that (a) all information, other than Projections (defined below), which has been or is hereafter made available to us or the Lenders by you or any of your representatives in connection with the transactions contemplated hereby (the "Information") is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, and (b) all financial projections concerning the Borrower and its subsidiaries, or Target Company and its subsidiaries, that have been or are hereafter made available to us or the Lenders by you or any of your representatives (the "Projections") have been or will be prepared in good faith based upon assumptions you believe to be reasonable. You agree to furnish us with such Information and Projections as we may reasonably request and to supplement the Information and the Projections from time to time until the closing date for the Facility so that the representation, warranty and covenant in the preceding sentence is correct on such closing date. You understand that in arranging and syndicating the Facility, Bank of America and NMS will be using and relying on the Information and the Projections without independent verification thereof.


By acceptance of this offer, the Borrower agrees to pay all reasonable out-of-pocket fees and expenses (including reasonable attorneys' fees and expenses, the allocated cost of internal counsel and due diligence expenses) incurred before or after the date hereof by us in connection with the Facility and any syndication thereof.


You agree to indemnify and hold harmless Bank of America, NMS, each Lender and each of their affiliates and their directors, officers, employees, advisors and agents (each, an "Indemnified Party") from and against (and will reimburse each Indemnified Party as the same are incurred) any and all losses, claims, damages, liabilities, and expenses (including, without limitation, the reasonable fees and expenses of counsel and the allocated cost of internal counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) any matters contemplated by this letter, any related transaction, the Facility or any use made or proposed to be made with the proceeds thereof unless and only to the extent that, as to any Indemnified Party, it shall be determined in a final, nonappealable judgment by a court of competent jurisdiction that such losses, claims, damages, liabilities or expenses resulted primarily from the gross negligence or willful misconduct of such


Ceridian Corporation May 4, 1999 Page 3


Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by others of Information or other materials obtained through internet, Intralinks or other similar information transmission systems in connection with the Facility. You agree that no Indemnified Party shall have any liability for any indirect or consequential damages in connection with its activities related to the Facility.


The terms of this letter, the Summary of Terms and the fee letter between Bank of America and you (the "Fee Letter") are confidential and, except for disclosure on a confidential basis to your accountants, attorneys and other professional advisors retained by you in connection with the Facility or as may be required by law, may not be disclosed in whole or in part to any other person or entity without our prior written consent. We hereby specifically consent to the disclosure of this letter and the Summary of Terms (but NOT the Fee Letter) to Target Company and its stockholders and their respective attorneys, financial advisors, and accountants in connection with the tender offer with respect to Target Company (the "Transaction"), in any filing with the Securities and Exchange Commission or any other federal or state regulatory body in connection with the Transaction to the extent required by law, in a press release and other disclosure to the extent necessary to comply with applicable securities laws, at any time following (i) your signed acceptance hereof and (ii) the payment of the fees set forth in the Fee Letter to be paid upon your acceptance of this letter. Without limiting the foregoing, in the event that you disclose the contents of this letter or the Summary of Terms in contravention of the preceding sentence, you shall be deemed to have accepted the terms of this letter. Notwithstanding any such disclosure to any other person or entity, this letter sets forth the understanding among the parties hereto and may not be relied upon by any other person or entity (other than the Indemnified Parties).


The provisions of the immediately preceding three paragraphs shall remain in full force and effect regardless of whether any definitive documentation for the Facility shall be executed and notwithstanding the termination of this letter or any commitment or undertaking hereunder.


This letter and the Fee Letter shall be governed by laws of the State of California. This letter, together with the Summary of Terms and the Fee Letter, are the only agreements that have been entered into among us with respect to the Facility and set forth the entire understanding of the parties with respect thereto. This letter may be modified or amended only by the written agreement of all of us. This letter is not assignable by the Borrower without our prior written consent and is intended to be solely for the benefit of the parties hereto and the Indemnified Parties.


This offer will expire at 5:00 p.m. Pacific standard time on May 6, 1999 unless you execute this letter and the Fee Letter and return them to us prior to that time (which may be by facsimile transmission), whereupon this letter and the Fee Letter (each of which may be signed in one or more counterparts) shall become binding agreements. Thereafter, this undertaking and commitment will expire on June 15, 1999 unless definitive documentation for the Facility is executed and delivered prior to such date.


THIS WRITTEN AGREEMENT (WHICH INCLUDES THE SUMMARY OF TERMS AND CONDITIONS) AND THE FEE LETTER REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


Ceridian Corporation May 4, 1999 Page 4


We are pleased to have the opportunity to work with you in connection with this important financing.


Very truly yours,


BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION


By: /s/ Name Illegible
--------------------------------- Title: Vice President


NATIONSBANC MONTGOMERY SECURITIES LLC


By: /s/ Name Illegible
--------------------------------- Title: Vice President


Accepted and Agreed to as of May 6, 1999:


CERIDIAN CORPORATION


By: /s/ John H. Grierson
--------------------------------- Title: Vice President and Treasurer


Confidential CERIDIAN CORPORATION - -------------------------------------------------------------------------------


SUMMARY OF TERMS AND CONDITIONS
CERIDIAN CORPORATION
$450,000,000 SENIOR CREDIT FACILITY


BORROWER: A wholly-owned subsidiary (the "Purchaser")
of Ceridian Corporation (the "Borrower") will
acquire by tender offer all (or in any event
not less than the minimum amount necessary to
permit a Purchaser to prevail in a vote for a
merger between Purchaser and Acquired
Company) of the outstanding shares ("Shares")
of ABR Information Services (the "Acquired
Company") at a per share price not to exceed
$25.50 per share (the "Transaction").


LENDER: Bank of America National Trust and Savings
Association ("Bank of America" or the
"Bank").


INTERIM TERM LOAN: An unsecured, non-revolving term loan
facility in the principal amount of
$450,000,000 ("Facility") will be available
upon the terms and conditions hereinafter set
forth.


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