AMENDMENT NO. 1 TO THE TERM LOAN CREDIT AGREEMENT

Exhibit 10.3

EXECUTION COPY

AMENDMENT NO. 1 TO THE
TERM LOAN CREDIT AGREEMENT

    Dated as of February 17, 2023

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.

PRELIMINARY STATEMENTS:

(1)    The Borrower, the lenders from time to time party thereto (the “Lenders”), the Agent, are parties to a Term Loan Credit Agreement dated as of September 1, 2022 (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

(2)    Pursuant to Section 9.01, the parties hereto, desire to amend the Credit Agreement as set forth in Section 1 below.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.Certain Amendments to Credit Agreement.

The Credit Agreement is, subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:

Section 1.01 is amended as follows:

(i)The definition of “Commitment Termination Date” is amended in full to read as follows:

“Commitment Termination Date” means September 1, 2023.

(ii)The definition of “Ticking Fee Rate” is amended in full to read as follows:

“Ticking Fee Rate” means,

(a) for any date of determination prior to March 1, 2023, the rate per annum set forth in the table below that corresponds to the Level applicable

to the Borrower in respect of its Rating as set forth below for such date of determination:

			Ticking Fee Rate
Level 1			0.070%
Level 2			0.090%
Level 3			0.100%
Level 4			0.150%
Level 5			0.200%

(b) for any date of determination from and after March 1, 2023, the rate per annum set forth in the table below that corresponds to the Level applicable to the Borrower in respect of its Rating as set forth below for such date of determination:

			Ticking Fee Rate
Level 1			0.120%
Level 2			0.140%
Level 3			0.150%
Level 4			0.200%
Level 5			0.250%

(iii)Section 2.04(a) is amended by deleting the phrase “payable on such Ticking Fee Date” and substituting therefor the phrase “payable in arrears on March 1, 2023 and on such Ticking Fee Date”.

SECTION 2.Conditions to Effectiveness. The Amendment shall become effective on the first date on which the Agent shall have received counterparts hereof executed by the Borrower and all of the Lenders under the Credit Agreement as of the date hereof or, as to any Lender, evidence satisfactory to the Agent that such Xxxxxx has executed this Amendment.

SECTION 3.Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(a)     On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in any other Loan Document to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

(a)    The Credit Agreement and the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(b)    The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

(d)     This Amendment is subject to the provisions of Section 9.01 of the Credit Agreement and constitutes a Loan Document.

SECTION 4.Costs and Expenses.

The Borrower agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Agent (in its capacity as such) in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment (including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities hereunder) in accordance with the terms of Section 9.04 of the Credit Agreement.

SECTION 5.Execution in Counterparts.

This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by email or other electronic transmission of a duly executed counterpart copy hereof will be as effective as delivery of an original executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 6.Governing Law.

This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

DXC TECHNOLOGY COMPANY, a Nevada corporation

By__/s/ Ceyhun Cetin _____________

Name: Ceyhun Cetin

Title: Vice President and Treasurer

[Signature Page to DXC Credit Agreement Amendment No. 1]

MIZUHO BANK, LTD., as Agent and Lender

By __/s/ Xxxxx Xxxx ________

Name: Xxxxx Xxxx

Title: Executive Director

[Signature Page to DXC Credit Agreement Amendment No. 1]

CITIBANK, N.A., as a Lender

By __/s/ Xxxxx X. Xxxxx ____

Name: Xxxxx X. Xxxxx

Title: Vice President

[Signature Page to DXC Credit Agreement Amendment No. 1]

JPMORGAN CHASE BANK, N.A., as a Lender

By __/s/ Xxxxxxx Xxxx ______

Name: Xxxxxxx Xxxx

Title: Vice President

[Signature Page to DXC Credit Agreement Amendment No. 1]

LLOYDS BANK CORPORATE MARKETS PLC, as a Lender

By __/s/ Xxxxxx Xxxxxx _____

Name: Xxxxxx Xxxxxx

Title: Assistant Vice President

By __/s/ Xxxx Xxxx_________

Name: Xxxx Xxxx

Title: Assistant Vice President

Signature Page to DXC Credit Agreement Amendment No. 1

MUFG BANK, LTD., as a Lender

By __/s/ Xxxxxxx Xxx ________

Name: Xxxxxxx Xxx

Title: Director

[Signature Page to DXC Credit Agreement Amendment No. 1]

NATIONAL WESTMINSTER BANK PLC, as a Lender

By __/s/ Xxxxxxxx Xxxx ______

Name: Xxxxxxxx Xxxx

Title: Director

[Signature Page to DXC Credit Agreement Amendment No. 1]

BANK OF AMERICA, N.A., as a Lender

By __/s/ Xxxx Xxxxx _________

Name: Xxxx Xxxxx

Title: Director

[Signature Page to DXC Credit Agreement Amendment No. 1]

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender

By __/s/ Xxxx Xxxxx __________

Name: Xxxx Xxxxx

Title: Director

By __/s/ Xxxxxx Xxx _________

Name: Xxxxxx Xxx

Title: Director

[Signature Page to DXC Credit Agreement Amendment No. 1]

DANSKE BANK A/S, as a Lender

By __/s/ Xxxx Xxxxx ________

Name: XXXX XXXXX

Title: DIRECTOR

By __/s/ Xxxxxxxxxx Xxxxxxx __

Name: Xxxxxxxxxx Xxxxxxx

Title: Senior Banker

[Signature Page to DXC Credit Agreement Amendment No. 1]

PNC BANK, NATIONAL ASSOCIATION, as a Lender

By __/s/ Xxxxx Xxxxxx _______

Name: Xxxxx Xxxxxx

Title: Senior Vice President

[Signature Page to DXC Credit Agreement Amendment No. 1]

THE BANK OF NOVA SCOTIA, as a Lender

By __/s/ Xxxx Xxxxxx ________

Name: Xxxx Xxxxxx

Title: Director

[Signature Page to DXC Credit Agreement Amendment No. 1]

TD Bank, N.A. as a Lender

By: __/s/ Xxxxx Xxxx __________

Name: Xxxxx Xxxx

Title: Senior Vice President

[Signature Page to DXC Credit Agreement Amendment No. 1]

KBC BANK NV, NEW YORK BRANCH, as a Lender

By __/s/ Xxxxxx Xxxxxxxxx____

Name: Xxxxxx Xxxxxxxxx

Title: Director

By __/s/ Xxxxxxx Xxxxx ________

Name: Xxxxxxx Xxxxx

Title: Managing Director

[Signature Page to DXC Credit Agreement Amendment No. 1]