SEVENTH AMENDMENT

Exhibit 10.8

SEVENTH AMENDMENT

THIS SEVENTH AMENDMENT (this “Amendment”) dated as of May 21, 2015 to the Credit Agreement referenced below is by and among CACI International Inc, a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and Bank of America, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).

W I T N E S S E T H

WHEREAS, revolving credit and term loan facilities have been extended to the Borrower pursuant to the Credit Agreement dated as of October 21, 2010 among the Borrower, the Guarantors identified therein, the Lenders identified therein and the Administrative Agent (as amended, modified, supplemented, increased and extended from time to time, the “Credit Agreement”); and

WHEREAS, the Borrower has requested certain modifications to the Credit Agreement and the Required Lenders have agreed to the requested modifications to the Credit Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement (as amended hereby).

2. Amendment. The Credit Agreement is hereby amended by amending and restating clause (b) of the definition of “Change of Control” to read as follows:

“(b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.”

3. Conditions Precedent. This Amendment shall become effective as of the date hereof upon receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Loan Parties, the Required Lenders and the Administrative Agent.

4. Amendment is a “Loan Document”. This Amendment is a Loan Document and all references to a “Loan Document” in the Credit Agreement and the other Loan Documents (including, without limitation, all such references in the representations and warranties in the Credit Agreement and the other Loan Documents) shall be deemed to include this Amendment.

5. Representations and Warranties; No Default. Each Loan Party represents and warrants to the Administrative Agent and each Lender that:

(a) The execution, delivery and performance by each Loan Party of this Amendment and the Credit Agreement as amended hereby have been duly authorized by all necessary corporate or other organizational action, and do not (i) contravene the terms of any of such Person’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (B) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any material Law.

(b) This Amendment has been duly executed and delivered by the Loan Parties and constitutes each of the Loan Parties’ legal, valid and binding obligations, enforceable against the Loan Parties in accordance with its terms, except (i) as enforceability may be limited by applicable Debtor Relief Laws, by fraudulent conveyance laws or by equitable principles relating to enforceability, (ii) as enforceability of the Liens granted under the Loan Documents may be limited by anti-assignment provisions in contracts with Government Authorities that are not rendered ineffective by applicable law and (iii) as enforceability may be limited by the effect of foreign Laws, rules and regulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries.

(c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment or the Credit Agreement as amended hereby other than (i) those that have already been obtained and are in full force and effect, (ii) filings to perfect the Liens created by the Collateral Document and (iii) approvals, consents, exemptions, authorizations or other actions, notices or filings which are not material.

(d) After giving effect to this Amendment, (i) the representations and warranties of each Loan Party contained in the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects on and as of the date hereof, except to the extent that (A) such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, and (B) such representations and warranties are qualified as to materiality, in which case they are true and correct in all respects as of such date (or such earlier date), and (ii) no Default exists.

6. Reaffirmation of Obligations. Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment and other transactions contemplated hereby, (b) affirms all of its obligations under the Credit Agreement (as amended hereby) and the other Loan Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents.

7. Reaffirmation of Security Interests. Each Loan Party (a) agrees that, notwithstanding the effectiveness of this Amendment, the Security Agreement and each of the other Collateral Documents continue to be in full force and effect and are not impaired or adversely affected in any manner whatsoever, (b) confirms its guaranty of the Obligations and its grant of a security interest pursuant to the Collateral Documents in its assets that constitute Collateral as collateral therefor, all as provided in the Loan Documents as originally executed and (c) acknowledges that such guaranty and grant continues in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents.

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8. No Other Changes. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect.

9. Counterparts; Delivery. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of this Amendment by facsimile or other electronic imaging means shall be effective as an original.

10. Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to be duly executed as of the date first above written.

BORROWER:						CACI INTERNATIONAL INC, a Delaware corporation
						By:		/s/ Xxxxxx X. Xxxxxx
						Name:		Xxxxxx X. Xxxxxx
						Title:		Executive Vice President, Chief Financial Officer & Treasurer
GUARANTORS:						CACI PRODUCTS COMPANY, a Delaware corporation
						CACI PRODUCTS COMPANY CALIFORNIA, a California corporation
						CACI, INC. - FEDERAL, a Delaware corporation
						CACI, INC. - COMMERCIAL, a Delaware corporation
						CACI TECHNOLOGIES, INC., a Virginia corporation
						CACI DYNAMIC SYSTEMS, INC., a Virginia corporation
						CACI PREMIER TECHNOLOGY, INC., a Delaware corporation
						CACI MTL SYSTEMS, INC., a Delaware corporation
						CACI-CMS INFORMATION SYSTEMS, INC, a Virginia corporation
						CACI ENTERPRISE SOLUTIONS, INC., a Delaware corporation
						X.X. XXXXXXXXXX & CO, a Virginia corporation
						CACI-WGI, INC., a Delaware corporation
						CACI SECURED TRANSFORMATIONS, INC., a Florida corporation
						CACI-NSR, INC., a Delaware corporation
						CACI TECHNOLOGY INSIGHTS, INC., a Virginia corporation
						CACI-ATHENA, INC., a Delaware corporation
						BUSINESS DEFENSE AND SECURITY CORPORATION,
						a Virginia corporation
						CACI-ISS, INC., a Delaware corporation
						CACI-SYSTEMWARE INC., a California corporation
						APPLIED SYSTEMS RESEARCH, INC., a Virginia corporation
						TECHNIGRAPHICS, INC., an Ohio corporation
						XXXXXX TECHNOLOGIES, LLC, a Nevada limited liability company
						DELTA SOLUTIONS AND TECHNOLOGIES, INC. a Virginia corporation
						CACI-APG, LLC, a Virginia limited liability company
						PARADIGM SOLUTIONS CORPORATION, a Maryland corporation
						TRINITY INFORMATION MANAGEMENT SERVICES, INC.,
						a Nevada corporation
						EMERGINT TECHNOLOGIES, INC., a Georgia corporation
						IDL SOLUTIONS, INC., a Wisconsin corporation
						SIX3 SYSTEMS, INC., a Delaware corporation
						SIX3 SYSTEMS HOLDINGS II, INC., a Delaware corporation
						SIX3 ENTERPRISE SYSTEMS, LLC, a Maryland limited liability company
						SIX3 ADVANCED SYSTEMS, INC., a Virginia corporation
						SIX3 INTELLIGENCE SOLUTIONS, INC., a Virginia corporation
						TICOM GEOMATICS, INC., a Texas corporation
						By:		/s/ Xxxxxx X. Xxxxxx
						Name:		Xxxxxx X. Xxxxxx
						Title:		Executive Vice President, Chief Financial Officer & Treasurer

ADMINISTRATIVE AGENT:						BANK OF AMERICA, N.A., as Administrative Agent
						By:		/s/ Xxxxxxx Xxxxxxx
						Name:		Xxxxxxx Xxxxxxx
						Title:		Vice President

LENDERS:						BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
						By:		/s/ Xxxxxxx X. Xxxxxxxxx
						Name:		Xxxxxxx X. Xxxxxxxxx
						Title:		Senior Vice President
						JPMORGAN CHASE BANK, N.A.
						By:		/s/ Xxxxxxx Xxxxx
						Name:		Xxxxxxx Xxxxx
						Title:		Vice President
						SUNTRUST BANK
						By:		/s/ Xxxxx Xxxxxxx
						Name:		Xxxxx Xxxxxxx
						Title:		Director
						XXXXX FARGO BANK, NATIONAL ASSOCIATION
						By:		/s/ Xxxxxxxx X. Xxxxxxxx
						Name:		Xxxxxxxx X. Xxxxxxxx
						Title:		Vice President
						PNC BANK, NATIONAL ASSOCIATION
						By:		/s/ Crissola Xxxxxxx Xxxxxxxx
						Name:		Crissola Xxxxxxx Xxxxxxxx
						Title:		Vice President
						ROYAL BANK OF CANADA
						By:		/s/ Xxxxxxx X. Xxxxx
						Name:		Xxxxxxx X. Xxxxx
						Title:		Authorized Signatory
						BARCLAYS BANK PLC
						By:		/s/ Xxxxxxxxx Xxxxxxxxx
						Name:		Xxxxxxxxx Xxxxxxxxx
						Title:		Vice President
						REGIONS BANK
						By:		/s/ Xxxxxxx X. Xxxxx
						Name:		Xxxxxxx X. Xxxxx
						Title:		Senior Vice President

						THE BANK OF TOKYO MITSUBISHI UFJ, LTD.
						By:		/s/ Xxxxx Xxxxxxxxx
						Name:		Xxxxx Xxxxxxxxx
						Title:		Director
						FIFTH THIRD BANK
						By:		/s/ Xxxxxxx X. Xxxxx
						Name:		Xxxxxxx X. Xxxxx
						Title:		Senior Vice President
						XXXXXXX SACHS BANK USA
						By:		/s/ Xxxxx Xxxxxxx
						Name:		Xxxxx Xxxxxxx
						Title:		Authorized Signatory
						SYNOVUS BANK
						By:		/s/ Xxxxxxx XxXxx
						Name:		Xxxxxxx XxXxx
						Title:		Corporate Banker
						MANUFACTURERS BANK
						By:		/s/ Xxxxxxx Xxx
						Name:		Xxxxxxx Xxx
						Title:		Vice President
						TD BANK, N.A.
						By:		/s/ Xxxxx Xxxxxxxx
						Name:		Xxxxx Xxxxxxxx
						Title:		Vice President
						CAPITAL ONE NATIONAL ASSOCIATION
						By:		/s/ Xxxxxx X. Xxxxx
						Name:		Xxxxxx X. Xxxxx
						Title:		Senior Vice President

						BRANCH BANKING AND TRUST COMPANY
						By:		/s/ Xxxx X. Xxxxx
						Name:		Xxxx X. Xxxxx
						Title:		Senior Vice President
						CITIZENS BANK OF PENNSYLVANIA
						By:		/s/ Xxxxx Xxxxxxx
						Name:		Xxxxx Xxxxxxx
						Title:		Senior Vice President
						THE NORTHERN TRUST COMPANY
						By:		/s/ Xxxxxx Xxxxxxx
						Name:		Xxxxxx Xxxxxxx
						Title:		Officer
						FIRST COMMONWEALTH BANK
						By:		/s/ Xxxx X. Xxxxxxxxxx
						Name:		Xxxx X. Xxxxxxxxxx
						Title:		Corporate Banking Associate, AVP
						SUMITOMO MITSUI BANKING CORPORATION, NEW YORK
						By:		/s/ Xxxxx X. Xxx
						Name:		Xxxxx X. Xxx
						Title:		Managing Director
						STIFEL BANK & TRUST
						By:		/s/ Xxxxxxx Xxxx
						Name:		Xxxxxxx Xxxx
						Title:		Vice President
						XENITH BANK
						By:		/s/ M.C. X’Xxxxx
						Name:		M.C. X’Xxxxx
						Title:		Senior Vice President