AMENDMENT NO. 5 AND EXTENSION AGREEMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.6

AMENDMENT NO. 5 AND EXTENSION AGREEMENT TO THE
AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of October 11, 2019

AMENDMENT NO. 5 AND EXTENSION AGREEMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) among DXC Technology Company, a Nevada corporation (formerly known as Xxxxxxx SpinCo, Inc. and as successor to Computer Sciences Corporation) (“DXC”), the Lenders (as defined below) party hereto and Citibank, N.A., as administrative agent (the “Agent”) for the Lenders.

PRELIMINARY STATEMENTS:

(1)    DXC, the Designated Subsidiaries from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), the Agent, the Swing Line Sub Agent and the Tranche B Sub Agent are parties to an Amended and Restated Credit Agreement dated as of October 11, 2013 (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 (the “Amendment”).

(2)    Pursuant to Section 2.16, the parties hereto desire to extend the Commitment Termination Date for one (1) year from January 15, 2024 to January 15, 2025 as set forth in Section 2 below (the “Extension”).

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.Each of the parties hereto agrees that, effective on the Amendment Effective Date (as defined below), the Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in Annex I hereto.

SECTION 2. Extension of Commitment Termination Date.

(a)     Each Lender party hereto as an “Extending Lender” (as identified on its signature page; each, an “Extending Lender”) hereby agrees that, effective as of the Extension Effective Date (as defined below), the Commitment Termination Date with respect to such Extending Lender’s Commitments shall be extended for one (1) year from January 15, 2024 to January 15, 2025.

(b)     Upon and immediately after giving effect to the Extension, the definition of “Commitment Termination Date” in Section 1.01 of the Credit Agreement shall be amended in full to read as follows:

“Commitment Termination Date” means, with respect to any Lender (other than as indicated on Schedule I hereto), January 15, 2025, or such later date as may be extended from time to time pursuant to Section 2.16 (or if any such date is not a Business Day, the next preceding Business Day) with the consent of such Lender.

SECTION 3. Conditions to Effectiveness.

(a)     The Amendment shall become effective on the first date (the “Amendment Effective Date”) on which the Agent shall have received counterparts hereof executed by DXC and the Majority Lenders or, as to any Lender, evidence satisfactory to the Agent that such Lender has executed this Amendment.

(b)     The Extension shall become effective on the first date (the “Extension Effective Date”) on which the Agent shall have received counterparts hereof executed by DXC and each Extending Lender that together comprise the Majority Lenders or, as to any Extending Lender, evidence satisfactory to the Agent that such Extending Lender has executed this Amendment.

SECTION 4. 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 5. Costs and Expenses.DXC 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 6. 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 telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 7. 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

CITIBANK, N.A.,
as Agent, a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By /s/ Xxxxx Olsen_______________________

Name: Xxxxx Xxxxx

Title: Vice President

BANK OF AMERICA, N.A.,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By _/s/ Arti Dighe______________________

Name: Xxxx Xxxxx

Title: Vice President

MUFG BANK, LTD. (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By /s/ Xxxxxxx Kim_______________________

Name: Xxxxxxx Xxx

Title: Director

JPMORGAN CHASE BANK, N.A.,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By _/s/ Xxxxx Thauer______________________

Name: Xxxxx Xxxxxx

Title: Managing Director

BARCLAYS BANK PLC,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By /s/ Xxxxxx Corrigan_______________________

Name: Xxxxxx Xxxxxxxx

Title: Vice President

ROYAL BANK OF CANADA,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By /s/ Xxxxxxxx Brown____________________

Name: Xxxxxxxx Xxxxx

Title: Authorized Signatory

SUMITOMO MITSUI BANKING CORPORATION,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By /s/ Xxxxxxx Maguire_____________________

Name: Xxxxxxx Xxxxxxx

Title: Executive Director

THE BANK OF NOVA SCOTIA,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By _/s/ Xxxxx Rinne______________________

Name: Xxxxx Xxxxx

Title: Director

THE ROYAL BANK OF SCOTLAND PLC, as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By /s/ L. Simpson_______________________

Name: X. Xxxxxxx

Title: Portfolio Manager

XXXXX FARGO BANK, N.A.,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By _/s/ Xxxxx H/ McClain__________________

Name: Xxxxx X. XxxXxxxx

Title: Managing Director

COMMERZBANK AG, NEW YORK BRANCH,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By _/s/ Xxxx Kiernan______________________

Name: Xxxx Xxxxxxx

Title: Director

By _/s/ Xxxxxx X. Sullivan____________________

Name: Xxxxxx X. Xxxxxxxx

Title: Vice President

DANSKE BANK A/S,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By /s/ Merete Ryvald-Christensen_____________

Name: Merete Ryvald-Xxxxxxxxxxx

Title: Chief Loan Manager

By _/s/ Xxxxxxx Akstrup______________________

Name: Xxxxxxx Akstrup

Title: Senior Loan Manager

DBS BANK LTD.,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By /s/ Suraj Shetty _______________________

Name: Suraj Shetty

Title: Senior Vice President

XXXXXXX XXXXX BANK USA,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By _/s/ Xxxxxxx Xxxxx ______________________

Name: Xxxxxxx Xxxxx

Title: Authorized Signatory

LLOYDS BANK PLC,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By /s/ Xxxxxx Xxxxxx _______________________

Name: Xxxxxx Xxxxxx

Title: Assistant Vice President, Transaction Execution

By /s/ Xxxx Xxxx _______________________

Name: Xxxx Xxxx

Title: Assistant Vice President, Transaction Execution

PNC BANK, NATIONAL ASSOCIATION,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By /s/ Xxxx Xxxxxx _______________________

Name: Xxxx Xxxxxx

Title: Vice President

STANDARD CHARTERED BANK,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By _/s/ Xxxxx Xxxx ______________________

Name: Xxxxx Xxxx

Title: Associate Director

THE BANK OF NEW YORK MELLON,
as a Lender (with respect to the Amendment)

By /s/ Xxxxx Xxxxxxx _______________________

Name: Xxxxx Xxxxxxx

Title: Director

U.S. BANK, NATIONAL ASSOCIATION,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By _/s/ Xxxxxxx X Xxxxx, Xx. _________________

Name: Xxxxxxx X Xxxxx, Xx.

Title: Vice President

MIZUHO BANK, LTD.,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By /s/ Xxxxx Xxxx _______________________

Name: Xxxxx Xxxx

Title: Authorized Signatory

SCOTIABANK EUROPE PLC,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By _/s/ Xxxx Xxxxxx ______________________

Name: Xxxx Xxxxxx

Title: Director

By _/s/ Xxxxx Bikhit ______________________

Name: Xxxxx Bikhit

Title: Director

CAPITAL ONE, NATIONAL ASSOCIATION,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By /s/ Xxxxxxx Giomalis ____________________

Name: Xxxxxxx Giomalis

Title: Authorized Signatory

COMMONWEALTH BANK OF AUSTRALIA,
as a Lender (with respect to the Amendment)

By _/s/ Xxx Xxxxxx ______________________

Name: Xxx Xxxxxx

Title: Executive Director

BNP PARIBAS as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By /s/ Xxxxxxx X. Xxxxxxxxx ______________

Name: Xxxxxxx X. Xxxxxxxxx

Title: Managing Director

By /s/ Xxxxxxx X. Xxxx _______________________

Name: Xxxxxxx X. Xxxx

Title: Managing Director

TD BANK, N.A.,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By _/s/ Xxxx Xxxxx ______________________

Name: Xxxx Xxxxx

Title: Senior Vice President

ING BANK N.V., DUBLIN BRANCH,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By /s/ Xxxx Xxxxxxx _______________________

Name: Xxxx Xxxxxxx

Title: Director

By /s/ Xxxxxx Xxxxxxxx ____________________

Name: Xxxxxx Xxxxxxxx

Title: Director

KBC BANK N.V.,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By_/s/ Xxxxxx Xxxxx ________________________

Name: Xxxxxx Xxxxx

Title: Director

By_/s/ Xxxxxxx X. Xxxxx _____________________

Name: Xxxxxxx X. Xxxxx

Title: Managing Director

FIFTH THIRD BANK,
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By_/s/ Will Xxxxxxxxx _______________________

Name: Will Xxxxxxxxx

Title: Vice President

BAYERISCHE LANDESBANK, NEW YORK BRANCH
as a Lender (with respect to the Amendment) and an Extending Lender (with respect to the Extension)

By_/s/ Varbin Staykoff _____________________

Name: Varbin Staykoff

Title: Senior Director

By_/s/ Xxxx Xxxxxxxx _______________________

Name: Xxxx Xxxxxxxx

Title: Vice President

Annex I

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