Paychex of New York LLC
Exhibit 4.2
Paychex of New York LLC
4.25% Senior Notes, Series B, Due March 13, 2029
|
No. B-[_____] $[_______] |
|
[Date] PPN 70432* AB7 |
For Value Received, the undersigned, Paychex of New York LLC (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to [_______*_____], or registered assigns, the principal sum of [___________*__________] Dollars (or so much thereof as shall not have been prepaid) on March 13, 2029 (the “Maturity Date”), with interest (computed on the basis of a 360‑day year of twelve 30‑day months) (a) on the unpaid balance hereof at the rate of 4.25% per annum from the date hereof, payable semiannually, on the 13th day of March and September in each year, commencing with the March 13 or September 13 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, 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, on such unpaid balance and on any overdue payment of any Make‑Whole Amount, at a rate per annum from time to time equal to 6.25%, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal of, interest on and any Make‑Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Bank of America, N.A. or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase and Guarantee Agreement referred to below.
This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase and Guarantee Agreement, dated as of January 9, 2019 (as from time to time amended, the “Note Purchase and Guarantee Agreement”), among the Company, Paychex, Inc., a Delaware corporation (the “Parent”), and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase and Guarantee Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase and Guarantee Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase and Guarantee Agreement.
This Note is a registered Note and, as provided in the Note Purchase and Guarantee Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may
treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.
This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase and Guarantee Agreement, but not otherwise. This Note is subject to an additional payment of an Incremental Leverage Fee in certain circumstances as set forth in the Note Purchase and Guarantee Agreement.
If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make‑Whole Amount) and with the effect provided in the Note Purchase and Guarantee Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice‑of‑law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.
|
|
Paychex of New York LLC |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
|
[Title] |
_____________________________
* See Schedule attached hereto for purchaser names and dollar amounts of Series B Notes to be purchased when issued.
SCHEDULE
TO
FORM OF SERIES B NOTE
Explanatory Note: As provide in Instruction 2 to Item 601(a) of Regulation S-K, the following schedule sets forth the name of each purchaser and the dollar amount each of the 4.25% Senior Notes, Series A, due March 13, 2029 (“Series B Notes”) to be issued by Paychex of New York LLC of Series B Notes pursuant to and at the times provided in the Note Purchase and Guarantee Agreement between Paychex of New York LLC, as issuer, and Paycheck, Inc., as parent guarantor, and the purchasers party thereto, dated as of January 9, 2019 (“Note Purchase and Guarantee Agreement”).
|
Party to Purchase Series B Note |
Original Principal Amount of Series B Note to be issued |
|
American General Life Insurance Company |
$28,000,000 |
|
American General Life Insurance Company |
$20,000,000 |
|
American General Life Insurance Company |
$15,200,000 |
|
The United States Life Insurance Company in the City of New York |
$16,800,000 |
|
The Northwestern Mutual Life Insurance Company |
$39,200,000 |
|
The Northwestern Mutual Life Insurance Company for Its Group Annuity Separate Account |
$ 800,000 |
|
Metropolitan Life Insurance Company |
$10,600,000 |
|
Metropolitan Tower Life Insurance Company |
$ 6,500,000 |
|
Metropolitan Property and Casualty Insurance Company |
$ 4,300,000 |
|
MetLife Insurance K.K. |
$ 1,100,000 |
|
Brighthouse Life Insurance Company |
$10,000,000 |
|
Brighthouse Reinsurance Company of Delaware |
$ 7,500,000 |
|
Massachusetts Mutual Life Insurance Company |
$15,900,000 |
|
Massachusetts Mutual Life Insurance Company |
$ 1,900,000 |
|
MassMutual Asia Limited |
$ 2,200,000 |
|
Teachers Insurance and Annuity Association of America |
$20,000,000 |
|
Xxxxxxx National Life Insurance Company |
$ 5,000,000 |
|
Xxxxxxx National Life Insurance Company |
$15,000,000 |
|
New York Life Insurance and Annuity Corporation |
$14,200,000 |
|
New York Life Insurance Company |
$ 5,000,000 |
|
The Bank of New York Mellon, solely as Trustee un that certain Trust Agreement dated as of July 1st, 2015 between New York Life Insurance Company, as Grantor, Xxxx Xxxxxxx Life Insurance Company (U.S.A.) as Beneficiary, Xxxx Xxxxxxx Life Insurance Company of New York, as Beneficiary, and The Bank of New York Mellon, as Trustee |
$ 600,000 |
|
New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account |
$ 200,000 |
|
Party to Purchase Series B Note |
Original Principal Amount of Series B Note to be issued |
|
Nationwide Life and Annuity Insurance Company |
$10,000,000 |
|
State Farm Life Insurance Company |
$10,000,000 |
|
Zurich American Insurance Company |
$ 7,500,000 |
|
Prudential Retirement Insurance and Annuity Company |
$ 5,000,000 |
|
Gibraltar Universal Life Reinsurance Company |
$ 1,250,000 |
|
Prudential Term Reinsurance Company |
$ 1,250,000 |
|
Thrivent Financial for Lutherans |
$10,000,000 |
|
The Lincoln National Life Insurance Company |
$ 5,000,000 |
|
The Lincoln National Life Insurance Company |
$10,000,000 |
|
Xxxxxx Xxxxxxx and Life Company |
$ 5,000,000 |
|
Voya Insurance and Annuity Company |
$ 5,000,000 |
|
Unum Life Insurance Company of America |
$10,000,000 |
|
First Unum Life Insurance Company |
$10,000,000 |
|
Minnesota Life Insurance Company |
$ 6,200,000 |
|
The Cincinnati Life Insurance Company |
$ 1,600,000 |
|
Securian Life Insurance Company |
$ 1,000,000 |
|
Catholic Financial Life |
$ 500,000 |
|
American Republic Insurance Company |
$ 500,000 |
|
New Era Life Insurance Company |
$ 200,000 |
|
American Equity Investment Life Insurance Company |
$14,000,000 |
|
American United Life Insurance company |
$ 7,000,000 |
|
The State Life Insurance Company |
$ 5,000,000 |
|
National Integrity Life Insurance Company |
$ 3,000,000 |
|
Auto-Owners Life Insurance Company |
$ 3,000,000 |
|
United of Omaha Life Insurance Company |
$12,000,000 |
|
The Guardian Life Insurance Company of America (PRIF-W) |
$ 4,000,000 |
|
Berkshire Life Insurance Company of America |
$ 1,000,000 |
|
The Guardian Life Insurance & Annuity Company, Inc. |
$ 1,000,000 |
|
Genworth Life Insurance Company |
$ 5,000,000 |
|
Ameritas Life Insurance Corp. |
$ 4,000,000 |
|
Ameritas Life Insurance Corp. of New York |
$ 1,000,000 |
