AMENDMENT NO. 6 TO THE AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.7

AMENDMENT NO. 6 TO THE
AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of May 15, 2020

AMENDMENT NO. 6 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.

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:

(a)     Section 1.01 is amended to add the following definition:

“Consolidated Total Net Debt” means, as of any date of determination, Consolidated Total Debt minus the aggregate amount of all cash and cash equivalents on the balance sheet of the Company and its Subsidiaries as of such date; provided that such cash and cash equivalents do not appear (and in accordance with GAAP would not be required to appear) as “restricted” on the consolidated balance sheet of the Company and its Subsidiaries.

(b)     Section 5.02(c)(ii) is amended in its entirety as follows:

“(ii) Consolidated Total Net Debt to Consolidated EBITDA Ratio. The Company will not permit at the end of any quarterly financial reporting period the ratio of Consolidated Total Net Debt as of the last day of such quarterly financial reporting period to Consolidated EBITDA for the period

1

of four consecutive fiscal quarters ending on the last day of such quarterly financial reporting period, taken as a single period, to exceed (A) on or prior to April 1, 2021, 3.00 to 1.00, and (B) after April 1, 2021, 2.25 to 1.00.

SECTION 2. Conditions to Effectiveness. The Amendment shall become effective on the first date (the “Amendment Effective Date”) on which:

(a)     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; and

(b)     the Agent shall have received, for the ratable account of each Lender that has executed and delivered a counterpart hereof to the Agent, a consent fee in an amount equal to 0.15% of the aggregate Commitments (other than the Swing Line Commitments) of such Lender.

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.

(b)     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.

(c)     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. 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 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 telecopier or electronic delivery shall be effective as delivery of a manually executed counterpart of this Amendment.

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 CSC Amendment No. 6]

CITIBANK, N.A., as Agent and Lender

By /s/ Xxxxx Olsen_______________________

Name: Xxxxx Xxxxx

Title: Vice President

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

By _/s/ Arti Dighe______________________

Name: Xxxx Xxxxx

Title: Director

MUFG BANK, LTD. (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as a Lender

By /s/ Xxxxxxx Kim_______________________

Name: Xxxxxxx Xxx

Title: Director

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

By /s/ Xxxx Xxxxxxxxx ____________________

Name: Xxxx Xxxxxxxxx

Title: Executive Director

BARCLAYS BANK PLC, as a Lender

By /s/ Xxxxxx Corrigan_______________________

Name: Xxxxxx Xxxxxxxx

Title: Vice President

ROYAL BANK OF CANADA, as a Lender

By /s/ Xxxxxxxx Brown____________________

Name: Xxxxxxxx Xxxxx

Title: Authorized Signatory

SUMITOMO MITSUI BANKING CORPORATION, as a Lender

By /s/ Xxxxxxx Maguire_____________________

Name: Xxxxxxx Xxxxxxx

Title: Executive Director

[Signature Page to XXX Xxxxxxxxx Xx. 0]

XXX XXXX XX XXXX XXXXXX, as a Lender

By _/s/ Xxxxx Rinne______________________

Name: Xxxxx Xxxxx

Title: Director

THE ROYAL BANK OF SCOTLAND PLC, as a Lender

By _/s/ Xxxxxxxx Eady______________________

Name: Xxxxxxxx Xxxx

Title: Director

XXXXX FARGO BANK, N.A., as a Lender

By _/s/ Xxxxx H/ McClain__________________

Name: Xxxxx X. XxxXxxxx

Title: Managing Director

COMMERZBANK AG, NEW YORK BRANCH, as a Lender

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

By _/s/ Xxxxxx Xxxxxx ______________________

Name: Xxxxxx Xxxxxx

Title: Senior Loan Manager

By _/s/ Xxxx Xxxxx ______________________

Name: Xxxx Xxxxx

Title: Director

[Signature Page to DXC Amendment No. 6]

DBS BANK LTD.,
as a Lender

By _/s/ Xxxxx Xxxx ______________________

Name: Xxxxx Xxxx

Title: Vice President

XXXXXXX SACHS BANK USA,
as a Lender

By _/s/ Xxxxx Xxxxxxx ______________________

Name: Xxxxx Xxxxxxx

Title: Authorized Signatory

LLOYDS BANK 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

PNC BANK, NATIONAL ASSOCIATION,
as a Lender

By _/s/ Xxxxx Xxxxxx ______________________

Name: Xxxxx Xxxxxx

Title: Senior Vice President

STANDARD CHARTERED BANK,
as a Lender

By _/s/ Xxxxx Xxxx ______________________

Name: Xxxxx Xxxx

Title: Associate Director

THE BANK OF NEW YORK MELLON,
as a Lender

By _/s/ Xxxxxx X. Xxxxxxxxxx, Xx. _____________

Name: Xxxxxx X. Xxxxxxxxxx, Xx.

Title: Vice President

[Signature Page to DXC Amendment No. 6]

U.S. BANK, NATIONAL ASSOCIATION,
as a Lender

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

Name: Xxxxxxx X Xxxxx, Xx.

Title: Vice President

MIZUHO BANK, LTD.,
as a Lender

By /s/ Xxxxx Xxxx _______________________

Name: Xxxxx Xxxx

Title: Executive Director

SCOTIABANK EUROPE PLC,
as a Lender

By _/s/ Xxxx Xxxxxx ______________________

Name: Xxxx Xxxxxx

Title: Director

By _/s/ Xxxxx Xxxxxxxxxxxx __________________

Name: Xxxxx Xxxxxxxxxxxx

Title: Managing Director

CAPITAL ONE, NATIONAL ASSOCIATION,
as a Lender

By /s/ Xxxxxxx Xxxxxxxxxxxx ____________________

Name: Xxxxxxx Xxxxxxxxxxxx

Title: Authorized Signatory

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
as a Lender

By _/s/ Xxxxxx Yip_________________

Name: Xxxxxx Xxx

Title: Director

By /s/ Rose Xxxx Xxxxx _____________________

[Signature Page to DXC Amendment No. 6]

Name: Rose Xxxx Xxxxx

Title: Managing Director

BNP PARIBAS as a Lender

By /s/ Xxxxxxx X. Xxxxxxxxx ______________

Name: Xxxxxxx X. Xxxxxxxxx

Title: Managing Director

By /s/ Chief Marbumrung ___________________

Name: Chief Marbumrung

Title: Vice President

TD BANK, N.A.,
as a Lender

By /s/ Xxxxx Xxxxx _______________________

Name: Xxxxx Xxxxx

Title: Senior Vice President

ING BANK N.V., DUBLIN BRANCH,
as a Lender

By /s/ Xxxx Xxxxxxx _______________________

Name: Xxxx Xxxxxxx

Title: Director

By /s/ Xxxxxxx Xxxxxxxx ____________________

Name: Xxxxxxx Xxxxxxxx

Title: Director

KBC BANK N.V.,
as a Lender

By_/s/ Xxxxxxx Xxxxxxx ______________________

Name: Xxxxxxx Xxxxxxx

Title: Director

By_/s/ Xxxxxxx Xxxxx _____________________

Name: Xxxxxxx Xxxxx

Title: Managing Director

[Signature Page to DXC Amendment No. 6]

FIFTH THIRD BANK,
as a Lender

By_/s/ Will Xxxxxxxxx _______________________

Name: Will Xxxxxxxxx

Title: Vice President

BAYERISCHE LANDESBANK, NEW YORK BRANCH,
as a Lender

By_/s/ Varbin Staykoff _____________________

Name: Varbin Staykoff

Title: Senior Director

By_/s/ Xxxx Xxxxxxxx _______________________

Name: Xxxx Xxxxxxxx

Title: Vice President

[Signature Page to DXC Amendment No. 6]