Material Agreement Form 8 K

On June 28, 2024, Automatic Data Processing, Inc., a Delaware corporation (the "Company"), entered into a $4.55 billion 364-Day Credit Agreement (the "364-Day Facility") and a $3.5 billion Five-Year Credit Agreement (the "Five-Year Facility," and together with the 364-Day Facility, the "New Facilities") with a group of lenders (the "Lenders").

The Five-Year Facility contains an accordion feature under which the aggregate commitment can be increased by $500 million to an aggregate principal amount of $4 billion, subject to the availability of additional commitments. The 364-Day Facility replaced the Company's prior $4.25 billion 364-day facility, entered into on June 30, 2023, and the Five-Year Facility replaced the Company's prior $3.20 billion five-year facility, entered into on June 9, 2021, both of which were terminated on June 28, 2024. JPMorgan Chase Bank, N.A. acts as Administrative Agent, and Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A. and Deutsche Bank Securities Inc., as Syndication Agents, for each of the New Facilities.

The New Facilities will have a revolving credit option, which in the case of the Five-Year Facility is comprised of U.S. Dollar, Canadian Dollar and Euro tranche loans. The revolving credit will be provided on a committed basis. Amounts borrowed and repaid may be reborrowed subject to availability under each New Facility.

The Lenders' commitments under the 364-Day Facility will expire on June 27, 2025 and any borrowings outstanding will mature and be payable on such date (or, at the option of the Company, subject to the accuracy of all representations and warranties and the absence of any default, on June 27, 2026). The Lenders' commitments under the Five-Year Facility will expire and the borrowings thereunder will mature on June 28, 2029. The Company may, from time to time and by written notice to the Administrative Agent given not fewer than 30 days and not more than 120 days prior to any anniversary of June 28, 2024, request that the Lenders extend the commitments under the Five-Year Facility for an additional period of one year.

At the Company's option, under each New Facility, revolving loans denominated in U.S. Dollars will bear interest at a floating rate per annum based on margin over a Term SOFR-based rate for a one, three or six month interest period as selected by the Company or a margin over a floating rate per annum determined by reference to the highest of (i) the prime rate, (ii) the federal funds effective rate plus 0.50% per annum, and (iii) a Term SOFR-based rate for a one month interest period plus 1% per annum.

In addition, the Company will pay a commitment fee on the aggregate unused commitments as follows: (i) in the case of the 364-Day Facility, at a rate of 0.0175% per annum, and (ii) in the case of the Five-Year Facility, at a rate (ranging from 0.04% to 0.10%) determined by Company's issuer rating established by Fitch Ratings Inc., Standard & Poor's Ratings Services and Moody's Investors Service, Inc. Also, the Company will pay to each Lender a term-out fee of 0.75% of the amount of any loans outstanding under the 364-Day Facility on June 27, 2025.

The New Facilities' other terms are substantially similar to the terms of the facility they replaced, including customary covenants that restrict the Company's and its borrowing subsidiaries' ability to create liens or other encumbrances, enter into sale and leaseback transactions and enter into consolidations, mergers and transfers of all or substantially all of their respective assets. Each New Facility contains customary events of default that would permit the lenders to accelerate the loans, including the failure to make timely payments under a New Facility or other material indebtedness, the failure to satisfy covenants and specified events of bankruptcy and insolvency.

The Company has agreed to guarantee any obligations of any of its subsidiaries that are entitled to borrow the funds under each New Facility. Borrowings under the New Facilities may be used for general corporate purposes.

The New Facilities are led by J.P. Morgan Chase Bank, N.A., BofA Securities, Inc., BNP Paribas Securities Corp., Wells Fargo Securities, LLC and Deutsche Bank Securities Inc., as Joint Lead Arrangers and Joint Bookrunners. Barclays Bank PLC and MUFG Bank, Ltd. are Documentation Agents for each of the New Facilities.