650,000,000 Floating Rate Notes due 2021 UNDERWRITING AGREEMENT August 14, 2017 Merrill Lynch, Pierce, Fenner & Smith IncorporatedUnderwriting Agreement • August 17th, 2017 • DXC Technology Co • Services-computer processing & data preparation • New York
Introductory. DXC Technology Company, a Nevada corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $650,000,000 aggregate principal amount of the Company’s Floating Rate Notes due 2021 (the “Notes”). Merrill Lynch, Pierce, Fenner & Smith Incorporated has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Notes.
FOURTEENTH AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • February 2nd, 2023 • DXC Technology Co • Services-computer processing & data preparation • New York
This FOURTEENTH AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of December 21, 2022, is entered into by and among the following parties:
MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENTMaster Accounts Receivable Purchase Agreement • July 19th, 2017 • DXC Technology Co • Services-computer processing & data preparation • New York
MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT, dated as of July 14, 2017 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among ENTERPRISE SERVICES LLC, a Delaware limited liability company (“Enterprise Services,” the “Initial Seller” and a “Seller”) and each Additional Seller (as defined below) that becomes a party hereto (each, a “Seller”, and collectively, the “Sellers”), each PURCHASER party hereto and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (“BTMUNY”), as administrative agent for the Purchasers (the “Administrative Agent”).
EVERETT SPINCO, INC. and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 27, 2017Indenture • March 27th, 2017 • Everett SpinCo, Inc. • Services-computer processing & data preparation • New York
THIS INDENTURE, dated as of March 27, 2017 between EVERETT SPINCO, INC., a Delaware corporation (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
SERVICE BASED RESTRICTED STOCK UNIT AWARD AGREEMENTService Based Restricted Stock Unit Award Agreement • April 6th, 2017 • DXC Technology Co • Services-computer processing & data preparation • Nevada
SERVICE BASED RESTRICTED STOCK UNIT AWARD AGREEMENTService Based Restricted Stock Unit Award Agreement • May 17th, 2024 • DXC Technology Co • Services-computer processing & data preparation • Nevada
PERFORMANCE BASED RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Based Restricted Stock Unit Award Agreement • May 17th, 2024 • DXC Technology Co • Services-computer processing & data preparation • Nevada
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 6th, 2017 • DXC Technology Co • Services-computer processing & data preparation • Nevada
INDEMNIFICATION AGREEMENT, effective as of April 1, 2017, between DXC Technology Company, a Nevada corporation (the “Company”), and [DIRECTOR] (the “Indemnitee”).
FOURTH AMENDED AND RESTATED PERFORMANCE GUARANTYPerformance Guaranty • June 1st, 2020 • DXC Technology Co • Services-computer processing & data preparation • New York
This FOURTH AMENDED AND RESTATED PERFORMANCE GUARANTY, dated as of February 18, 2020 (this “Performance Guaranty”), is made by DXC TECHNOLOGY COMPANY, a Nevada corporation (“Performance Guarantor” or “DXC”), in favor of PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Guaranteed Party”) for the benefit of the Secured Parties.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 6th, 2017 • DXC Technology Co • Services-computer processing & data preparation
This TRANSITION SERVICES AGREEMENT, dated as of March 31, 2017 and effective as of the Distribution Date (this “Agreement”), is by and between Hewlett Packard Enterprise Company, a Delaware corporation (“Houston”) and Everett SpinCo, Inc., a Delaware corporation (“Everett”). Houston and Everett are sometimes collectively referred to as the “Parties” and each is individually referred to as a “Party.” Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement, dated as of the date hereof, by and between the Parties and other parties named therein (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • April 6th, 2017 • DXC Technology Co • Services-computer processing & data preparation • Nevada
INTELLECTUAL PROPERTY MATTERS AGREEMENT DATED AS OF MAY 31, 2018 by and between DXC Technology Company and Perspecta Inc.Intellectual Property Matters Agreement • June 6th, 2018 • DXC Technology Co • Services-computer processing & data preparation
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of May 31, 2018 (the “Effective Date”), by and between DXC Technology Company, a Nevada corporation (“Delta”), and Perspecta Inc., a Nevada corporation (“Ultra”). Each of Delta and Ultra is sometimes referred to herein as a “Party” and collectively as the “Parties”.
SEPARATION AND DISTRIBUTION AGREEMENT DATED AS OF MAY 31, 2018 by and between DXC TECHNOLOGY COMPANY and PERSPECTA INC.Separation and Distribution Agreement • June 6th, 2018 • DXC Technology Co • Services-computer processing & data preparation • Delta
SEVERANCE PLAN FOR SENIOR MANAGEMENT AND KEY EMPLOYEES And Summary Plan Description Effective April 1, 2017Severance Plan • April 6th, 2017 • DXC Technology Co • Services-computer processing & data preparation
This Severance Plan (the “Plan”) shall become effective with respect to any particular Designated Employee (as defined below) as of the date a Senior Management and Key Employee Severance Agreement, incorporating all or any portion of the terms hereof, is executed between such Designated Employee and DXC Technology Company (“DXC” and, together with its subsidiaries, the “Company”). This document is also intended to constitute the Summary Plan Description for the Plan.
EMPLOYEE MATTERS AGREEMENT DATED AS OF MAY 31, 2018 by and between DXC TECHNOLOGY COMPANY and PERSPECTA INC.Employee Matters Agreement • June 6th, 2018 • DXC Technology Co • Services-computer processing & data preparation • New York
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is dated as of May 31, 2018 by and between DXC Technology Company, a Nevada corporation (“Delta”) and Perspecta Inc., a Nevada corporation (“Ultra”). Delta and Ultra are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
TERM LOAN CREDIT AGREEMENT Dated as of May 11, 2018 among THE LENDERS FROM TIME TO TIME PARTY HERETO as Lenders and MIZUHO BANK, LTD., as Administrative Agent MIZUHO BANK, LTD., as Lead ArrangerTerm Loan Credit Agreement • May 17th, 2018 • DXC Technology Co • Services-computer processing & data preparation • New York
This TERM LOAN CREDIT AGREEMENT is entered into as of May 11, 2018 among DXC Technology Company, a Nevada corporation (the “Borrower”), the Lenders from time to time party hereto and Mizuho Bank, Ltd. (“Mizuho”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”).
GUARANTYGuaranty • July 19th, 2017 • DXC Technology Co • Services-computer processing & data preparation
This GUARANTY, dated as of July 14, 2017 (this “Guaranty”), is made by DXC TECHNOLOGY COMPANY, a Nevada corporation (“Guarantor”), in favor of THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (“BTMU”), as Administrative Agent (as defined below) (the “Guaranteed Party”) for the benefit of the Purchasers (as defined below).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • April 6th, 2017 • DXC Technology Co • Services-computer processing & data preparation • Nevada
This Restricted Stock Unit Agreement (“Agreement”) is made and entered into as of the date indicated on the signature page hereto (the “Grant Date”) by and between DXC Technology Company, a Nevada corporation (the “Company”), and the non-employee director of the Company executing this Agreement (the “Director”).
TAX MATTERS AGREEMENT BY AND AMONG HEWLETT PACKARD ENTERPRISE COMPANY, EVERETT SPINCO, INC., AND COMPUTER SCIENCES CORPORATION March 31, 2017Tax Matters Agreement • April 6th, 2017 • DXC Technology Co • Services-computer processing & data preparation • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into by and among Hewlett Packard Enterprise Company, a Delaware corporation (“Houston”), Everett SpinCo, Inc., a Delaware corporation and wholly owned subsidiary of Houston (“Everett,” and together with Houston, the “Companies,” and each a “Company”), and Computer Sciences Corporation, a Nevada corporation (“Chicago,” and together with Houston and Everett, the “Parties,” and each a “Party”).
FOURTH AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • September 27th, 2018 • DXC Technology Co • Services-computer processing & data preparation • New York
This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of December 21, 2016 by and among the following parties:
REAL ESTATE MATTERS AGREEMENTReal Estate Matters Agreement • April 6th, 2017 • DXC Technology Co • Services-computer processing & data preparation • Delaware
This Real Estate Matters Agreement (this “Agreement”) is entered into on March 31, 2017, by and between HEWLETT PACKARD ENTERPRISE COMPANY, a Delaware corporation (“Houston”) and EVERETT SPINCO, INC., a Delaware corporation(“Everett”).
AMENDED AND RESTATED DEALER AGREEMENT DATED: 3 APRIL 2017 DXC CAPITAL FUNDING LIMITED AS ISSUER DXC TECHNOLOGY COMPANY AS GUARANTOR CITIBANK EUROPE PLC, UK BRANCH AS ARRANGER AND BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED BARCLAYS BANK PLC...Dealer Agreement • May 29th, 2018 • DXC Technology Co • Services-computer processing & data preparation
EMPLOYEE MATTERS AGREEMENT by and between Hewlett Packard Enterprise Company, Everett SpinCo, Inc. and Computer Sciences Corporation Dated as of March 31, 2017Employee Matters Agreement • April 6th, 2017 • DXC Technology Co • Services-computer processing & data preparation
This Employee Matters Agreement (this “Agreement”), dated as of March 31, 2017, with effect as of the Effective Time, is entered into by and between Hewlett Packard Enterprise Company, a Delaware corporation (“Houston”), Everett SpinCo, Inc., a Nevada corporation (“Everett”), and Computer Sciences Corporation, a Nevada corporation (“Chicago,” and together with Houston and Everett, the “Parties”).
IP MATTERS AGREEMENTIp Matters Agreement • April 6th, 2017 • DXC Technology Co • Services-computer processing & data preparation
This IP MATTERS AGREEMENT, dated as of March 31, 2017 and effective as of the Distribution Date (this “IPMA”), is by and between Hewlett Packard Enterprise Company, a Delaware corporation (“Houston Company”), Hewlett Packard Enterprise Development LP, a Texas limited partnership (“Houston Development” and, together with Houston Company, collectively “Houston”), and Everett SpinCo, Inc., a Delaware corporation (“Everett”). Houston Company, Houston Development, and Everett are sometimes collectively referred to as the “Parties” and each is individually referred to as a “Party.” Unless otherwise defined in this IPMA, all capitalized terms used in this IPMA shall have the meanings set forth in the Separation and Distribution Agreement, dated as of May 24, 2016, by and between Houston Company and Everett (as amended as of November 2, 2016, December 6, 2016 and January 27, 2017, and as further amended, modified or supplemented from time to time in accordance with its terms, the “Separation A
AMENDMENT NO. 1 AND EXTENSION AGREEMENT TO THE TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • June 1st, 2020 • DXC Technology Co • Services-computer processing & data preparation • New York
AMENDMENT NO. 1 AND EXTENSION AGREEMENT TO THE TERM LOAN CREDIT AGREEMENT (this “First Amendment”) among DXC Technology Company, a Nevada corporation (“DXC”), the Lenders (as defined below) party hereto and Bank of America, N.A., as administrative agent (the “Agent”) for the Lenders.
Article/Section Page 1 Definitions and Interpretation 1 1.1 General 1 1.2 References; Interpretation 2 2 Appointment 2 3 Ultra’s Undertakings 3 4 Referral Procedures 3 5 Duration and Termination 3 6 Consequences of Termination 4 7 Confidentiality 4 8...non-u.s. Agency Agreement • June 6th, 2018 • DXC Technology Co • Services-computer processing & data preparation
This NON-U.S. AGENCY AGREEMENT (this “Agreement”) is dated as of May 31, 2018, by and between DXC Technology Company, a Nevada corporation (“Delta”) and Perspecta Inc. (formerly Ultra SC Inc.), a Nevada corporation (“Ultra”). Delta and Ultra are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
EVERETT SPINCO, INC. and FIRST SUPPLEMENTAL INDENTURE Dated as of March 27, 2017First Supplemental Indenture • March 27th, 2017 • Everett SpinCo, Inc. • Services-computer processing & data preparation • New York
First Supplemental Indenture dated as of March 27, 2017 between EVERETT SPINCO, INC., a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
AMENDMENT NO. 1 TO THE TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • May 19th, 2023 • DXC Technology Co • Services-computer processing & data preparation • New York
AMENDMENT NO. 1 TO THE TERM LOAN CREDIT AGREEMENT (this “Amendment”) among DXC Technology Company, a Nevada corporation (the “Borrower”), the Lenders (as defined below) party hereto and Mizuho Bank, Ltd., as administrative agent (the “Agent”) for the Lenders.
CAREER SHARES RESTRICTED STOCK UNIT AWARD AGREEMENTCareer Shares Restricted Stock Unit Award Agreement • May 29th, 2018 • DXC Technology Co • Services-computer processing & data preparation • Nevada
AGREEMENT AND PLAN OF MERGER OCTOBER 11, 2017 By and among DXC TECHNOLOGY COMPANY ULTRA SC INC. ULTRA FIRST VMS INC. ULTRA SECOND VMS LLC ULTRA KMS INC. VENCORE HOLDING CORP. KGS HOLDING CORP. THE SI ORGANIZATION HOLDINGS LLC and KGS HOLDING LLCMerger Agreement • October 13th, 2017 • DXC Technology Co • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 11 (this “Agreement”), is made and entered into by and among DXC Technology Company, a Nevada corporation (“Delta”), Ultra SC Inc., a Nevada corporation and a direct, wholly owned Subsidiary of Delta (“Ultra”), Ultra First VMS Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Ultra (“Vector Merger Corp”), Ultra Second VMS LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of Ultra (“Vector Merger LLC”), Ultra KMS Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Ultra (“Kodiak Merger Sub”, and together with Vector Merger Corp and Vector Merger LLC, the “Merger Subs”, and each, a “Merger Sub”), Vencore Holding Corp., a Delaware corporation (“Vector”), KGS Holding Corp., a Delaware corporation (“Kodiak”), The SI Organization Holdings LLC, a Delaware limited liability company (the “Vector Stockholder”), and KGS Holding LLC, a Delaware limited liability company (the “
DXC TECHNOLOGY COMPANY (F.K.A. EVERETT SPINCO, INC.) and U.S. BANK NATIONAL ASSOCIATION, as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of August 17, 2017Fourth Supplemental Indenture • August 17th, 2017 • DXC Technology Co • Services-computer processing & data preparation • New York
WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of March 27, 2017 (the “Base Indenture”), to provide for the issuance by the Company from time to time of debentures, notes or other debt instruments evidencing its indebtedness. The Base Indenture, as supplemented and amended by this Fourth Supplemental Indenture, including the provisions of the Trust Indenture Act that are automatically deemed to be a part of this Indenture by operation of the Trust Indenture Act, and as it may be further amended or supplemented from time to time with respect to the Notes, is herein referred to as the “Indenture.”
FOURTH AMENDMENT TO THE SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • April 6th, 2017 • DXC Technology Co • Services-computer processing & data preparation
This FOURTH AMENDMENT TO THE SEPARATION AND DISTRIBUTION AGREEMENT, dated as of March 31, 2017 (this “Fourth Amendment”), is entered into by and between Hewlett Packard Enterprise Company, a Delaware corporation (“Houston”), and Everett SpinCo, Inc., a Delaware corporation and wholly owned Subsidiary of Houston (“Everett”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Separation Agreement (as defined below).
THIRD AMENDMENT TO THE SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • February 14th, 2017 • Everett SpinCo, Inc. • Services-computer processing & data preparation
This THIRD AMENDMENT TO THE SEPARATION AND DISTRIBUTION AGREEMENT, dated as of January 27, 2017 (this “Third Amendment”), is entered into by and between Hewlett Packard Enterprise Company, a Delaware corporation (“Houston”) and Everett SpinCo, Inc., a Delaware corporation and wholly owned Subsidiary of Houston (“Everett”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Separation Agreement (as defined below).
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • September 12th, 2019 • DXC Technology Co • Services-computer processing & data preparation
THIS ADDENDUM TO EMPLOYMENT AGREEMENT (this “Addendum”) by and between DXC Technology Company, a Nevada corporation (the “Company”), and J. Michael Lawrie (the “Executive” and, together with the Company, the “Parties”), shall be effective as of September 12, 2019 (as defined below) (the “Addendum Effective Date”).
PURCHASE AGREEMENT by and among Milano Acquisition Corp. and DXC Technology Company Dated as of March 9, 2020Purchase Agreement • March 12th, 2020 • DXC Technology Co • Services-computer processing & data preparation • New York
This PURCHASE AGREEMENT (this “Agreement”), dated as of March 9, 2020, is entered into by and between DXC Technology Company, a Nevada corporation (“Seller”), and Milano Acquisition Corp., a Delaware corporation (“Purchaser”). All capitalized terms used but not defined herein shall have the meanings specified in Article I.
