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.
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, 2017DXC Technology Company • 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.”
CALCULATION AGENCY AGREEMENTCalculation Agency Agreement • August 17th, 2017 • DXC Technology Co • Services-computer processing & data preparation • New York
THIS AGREEMENT dated as of August 17, 2017, between DXC TECHNOLOGY COMPANY (formerly known as Everett Spinco, Inc.), a Nevada Corporation (hereinafter called the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association.
