On January 9, 2019, Paychex of New York LLC, and Paychex, Inc., a Delaware corporation (the “Parent”) entered into a Note Purchase and Guarantee Agreement (the “Agreement”) among the Company, the Parent, and the respective purchasers thereto. The Agreement provides for the future issuance in private placements of (i) Senior Notes, Series A (the “Series A Notes”) in an aggregate principal amount of $400.0 million due on March 13, 2026 and (ii) Senior Notes, Series B (the “Series B Notes” and collectively with the Series A Notes, the “Notes”) in an aggregate principal amount of $400.0 million due on March 13, 2029. The payment by the Company of all amounts due with respect to the Notes and the Agreement and the performance by the Company of its obligations under the Agreement are guaranteed by the Parent. The Notes will be unsecured indebtedness of the Company, the Parent and such subsidiaries. The Series A Notes will bear interest (a) on the unpaid balance thereof at the rate of 4.07% per annum, payable semiannually, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default (as defined in the Agreement), on such unpaid balance and on any overdue payment of a Make-Whole Amount (as defined in the Agreement), at a rate per annum from time to time equal to 6.07% payable semiannually (or, at the option of the holder, on demand).