On February 29, 2024, Dayforce Inc. entered into a Credit Agreement by and among the Company, as borrower, the lenders party thereto (the Lenders) and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Lenders (the senior secured credit facilities provided thereunder, the New Senior Secured Credit Facilities). The New Senior Secured Credit Facilities consist of (i) senior secured term loan facilities in an aggregate principal amount of $650.0 million (the Senior Secured Term Loan Facility) and (ii) a senior secured revolving credit facility in an aggregate principal amount of $350.0 million (the ? Senior Secured Revolving Credit Facility ?).

The loans under the Senior Secured Term Loan Facility mature on March 1, 2029, and the loans under the Senior Secured Revolving Credit Facility mature on March 1, 2031. The New Senior Secured Credit Facilities are guaranteed by all of the Company?s wholly-owned U.S. restricted subsidiaries (subject to customary exceptions) (the Guarantors) and are secured by a lien on substantially all of assets of the Company and the Guarantors, including fixed assets and intangibles, subject to customary exceptions (the Collateral). The Senior Secured Term Loan Facility is subject to amortization of principal, payable in equal quarterly installments on the last day of each fiscal quarter, commencing on September 30, 2024, with 0.25% of the aggregate principal amount of all initial term loans outstanding at closing to be payable each quarter prior to the maturity date of the Senior Secured Term Loan Facility.

The remaining initial aggregate principal amount will be payable at the maturity date of the Senior Secured Term Loan Facility. The Senior Secured Term Loan Facility bears interest at rates based upon, at the option of the Company, either (i) an alternate base rate (tied to the greater of (a) the US prime rate, (b) the federal funds effective rate plus 0.50% and (c) the adjusted term secured overnight financing rate for a one month interest period plus 1.00%), plus an applicable percentage of 1.50% or (ii) the term secured overnight financing rate for an interest period of one, three or six months or, in certain circumstances, a shorter or longer period, plus an applicable percentage of 2.50%. The Senior Secured Revolving Credit Facility bears interest at rates based upon, at the option of the Company, either (i) the base rate or the Canadian prime rate, as applicable, plus an applicable percentage of between 1.25% and 1.75% per annum, depending on the consolidated first lien leverage ratio of the Company or (ii) the Term SOFR rate or the CORRA rate plus an applicable percentage of between 2.25% and 2.75% per annum, depending on the consolidated first lien leverage ratio of the Company.

The Company will be required to pay a fee with respect to the unused commitments under the Senior Secured Revolving Credit Facility in an amount of between 0.25% and 0.50% per annum depending on the consolidated first lien leverage ratio of the Company. The Company will have the right to prepay the loans outstanding under the New Senior Secured Credit Facilities without premium or penalty (subject to customary benchmark rate breakage costs), except that any prepayment or amendment resulting in a repricing transaction prior to the date that is six months after the closing date of the New Senior Secured Credit Facilities will be subject to a 1.00% fee. The Company will be required to prepay the loans under Senior Secured Term Loan Facility with, among other things, proceeds of asset sales, excess cash flow and/or proceeds of debt under certain circumstances.

Under the Credit Agreement governing the New Senior Secured Credit Facilities, the Company and the Guarantors are subject to customary affirmative and negative covenants, and events of default for facilities of this type (with customary grace periods, as applicable, and lender remedies). The Credit Agreement governing the New Senior Secured Credit Facilities will include a ?financial? covenant for the benefit of the lenders under the Senior Secured Revolving Credit Facility that will require the Company to maintain a first lien net leverage ratio of not greater than 7.25:1.00 on the last day of any fiscal quarter on which the outstanding amount of revolving loans and certain letters of credit exceeds 35% of the total revolving credit commitment.