Exhibit



Exhibit 10.21



	
			
	(A)    
	 

	Amendment Deed No. 3 
DXC Technology Australia Pty Limited
ACN 008 476 944
DXC Technology Company
Mizuho Bank, Ltd., New York Branch
and
Others















	 
	 

	18 May 2020






CONTENTS
CLAUSE    PAGE
		
	1.
	INTERPRETATION    3


		
	1.1
	Definitions    3


		
	1.2
	Terms defined in the Facility Agreement    3


		
	1.3
	Rules for interpreting this document    3


		
	2.
	CONSIDERATION    3


		
	3.
	AMENDMENT OF FACILITY AGREEMENT    4


		
	3.1
	Amendment to Facility Agreement    4


		
	3.2
	Effect of amendment    4


		
	3.3
	Effective Date    4


		
	4.
	ACKNOWLEDGEMENTS AND CONSENTS    4


		
	5.
	EXISTING LOANS    5


		
	6.
	NOTICES    5


		
	7.
	GENERAL    5


		
	7.1
	Governing law    5


		
	7.2
	Giving effect to this document    5


		
	7.3
	Amendment    5


		
	7.4
	Counterparts    5







THIS DEED is made on the date set out on the front cover 
BETWEEN: 
		
	(1)
	DXC Technology Australia Pty Limited ACN 008 476 944 (the Company); 


		
	(2)
	DXC Technology Company (the Original Guarantor); and


		
	(3)
	Mizuho Bank, Ltd., New York Branch (the Agent).


RECITALS
The parties to this document and the Lenders are parties to the Facility Agreement.
The parties wish to amend the Facility Agreement in the manner set out in this document.
THE PARTIES AGREE AS FOLLOWS:

		
	2.
	INTERPRETATION



		
	2.1
	Definitions


The following definitions apply in this document. 
Amended Facility Agreement means the Facility Agreement, as amended in accordance with this document.
Effective Date has the meaning set out in clause ‎3.3 (Effective Date).
Existing Loans means each Loan (as defined in the Facility Agreement) which is outstanding immediately prior to the Effective Date.
Facility Agreement means the Syndicated Facility Agreement dated 27 November 2018 between the Company, the Original Guarantor, the MLABs named therein, the lenders named therein and the Agent, as amended, restated, or otherwise modified from time to time prior to the Effective Date.

		
	2.2
	Terms defined in the Facility Agreement


A term (other than a term defined in clause 1.1) that is defined in the Facility Agreement has the same meaning when used in this document. 

		
	2.3
	Rules for interpreting this document


Clauses 1.2 (Construction) of the Facility Agreement applies as if set out in full in this document, with any necessary changes.
		
	2.4
	Capacity of Agent


The Agent enters into this document for itself and on behalf of each other Finance Party in accordance with clause 38.1 (Required consents) of the Facility Agreement.

		
	3.
	CONSIDERATION


Each party acknowledges that it has received valuable consideration for entering into this document.

		
	4.
	AMENDMENT OF FACILITY AGREEMENT



		
	4.1
	Amendment to Facility Agreement


		
	(a)
	The Facility Agreement is amended with effect on and from the Effective Date by making the following changes:


		
	(i)
	Adding the following definition to clause 1.1 (Definitions) in alphabetical order:


“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 Original Guarantor 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 Original Guarantor and its Subsidiaries.
		
	(ii)
	Deleting clause 22.2 (Consolidated Total Debt to Consolidated EBITDA Ratio) in its entirety and replacing it with the following text: 


22.2 Consolidated Total Net Debt to Consolidated EBITDA Ratio
The Original Guarantor 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 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.
		
	(b)
	Paragraph (a) does not affect any right or obligation of any party that arises before the Effective Date.



		
	4.2
	Effect of amendment


		
	(a)
	Except as expressly amended by this document, no changes to the Facility Agreement are to be inferred or implied, and in all other respects the Facility Agreement is confirmed and remains in full force and effect.


		
	(b)
	With effect on and from the Effective Date, references in the Finance Documents to the Facility Agreement will be read and construed as references to the Facility Agreement as amended by this document. 



		
	4.3
	Effective Date


The Effective Date (Effective Date) is the date on which the following conditions are satisfied:
		
	(a)
	The Agent shall have received this document executed by the Company and the Original Guarantor and instructions from the Majority Lenders to execute it; 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 0.075% of the aggregate Loans of such Lender.



		
	5.
	ACKNOWLEDGEMENTS AND CONSENTS


		
	(a)
	Each party:


		
	(i)
	consents to the amendments contemplated by this document; 


		
	(ii)
	agrees and acknowledges that this document is a "Finance Document" for the purposes of the Facility Agreement; and


		
	(iii)
	confirms the Facility Agreement (as amended by this document) and each other Finance Document to which it is a party, and agrees that each such document will continue in full force and effect.


		
	(b)
	The Company and the Original Guarantor each confirm that any guarantee and security given or to be given by it in connection with the Facility Agreement secures all present and future obligations of each Borrower under the Amended Facility Agreement and in accordance with the terms of that guarantee or security. 


		
	(c)
	Unless expressly stated otherwise, nothing in this document:


		
	(i)
	prejudices or adversely affects any right, power or remedy arising under; or


		
	(ii)
	discharges, releases or otherwise affects any liability or obligation arising under,  


the Finance Documents.

		
	6.
	EXISTING LOANS


Nothing in this document constitutes or effects a termination or a repayment and readvance of any Existing Loans outstanding on the date of this document or the Effective Date and all of those Existing Loans continue under the Facility Agreement as amended by this document.

		
	7.
	NOTICES


Clause 34 (Notices) of the Facility Agreement applies as if set out in full in this document, with any necessary changes.

		
	8.
	GENERAL



		
	8.1
	Governing law 


Clauses 46 (Governing Law) and 47 (Enforcement) of the Facility Agreement apply as if set out in full in this document, with any necessary changes.

		
	8.2
	Giving effect to this document


Each party must do anything (including execute any document), and must ensure that its employees and agents do anything (including execute any document), that the other party may reasonably require to give full effect to this document.

		
	8.3
	Amendment


This document can only be amended or replaced by another document signed by the parties hereto.

		
	8.4
	Counterparts


This document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this document.





EXECUTED as a deed.
COMPANY AND ORIGINAL BORROWER
	
			
	EXECUTED by DXC TECHNOLOGY AUSTRALIA PTY LIMITED ACN 008 476 944:
	 
	 

	/s/ NAGASEELAN NAGANAYAGAM
	 
	/s/ EMMA JOHNSTON

	Signature of director
	 
	Signature of director/secretary

	NAGASEELAN NAGANAYAGAM
	 
	EMMA JOHNSTON

	Name
	 
	Name












ORIGINAL GUARANTOR
	
			
	SIGNED, SEALED AND DELIVERED by DXC TECHNOLOGY COMPANY in the presence of:
	 
	 

	/s/ Madelin Pellot
	 
	/s/ Ceyhun Cetin

	Signature of witness
	 
	Signature of authorised signatory

	Madelin Pellot
	 
	Ceyhun Cetin

	Name of witness
	 
	Name of authorised signatory













AGENT 
	
			
	SIGNED, SEALED AND DELIVERED by MIZUHO BANK, LTD., NEW YORK BRANCH as Agent and for each other Finance Party in the presence of:
	 
	 

	/s/ Seth Mair
	 
	/s/ Tracy Rahn

	Signature of witness
	 
	Signature of authorised signatory

	Seth Mair
	 
	Tracy Rahn

	Name of witness
	 
	Name of authorised signatory








LENDERS
	
			
	SIGNED, SEALED AND DELIVERED by Bank of America N.A., Australian Branch in the presence of:
	 
	 

	/s/ DAVID COUTTS
	 
	/s/ Jonathan Boyd

	Signature of witness
	 
	Signature of authorised signatory

	DAVID COUTTS
	 
	Jonathan Boyd                             Director Corporate Banking

	Name of witness
	 
	Name of authorised signatory




 


LENDERS 
	
			
	Signed for and on behalf of Commonwealth Bank of Australia by Michael Carroll                                            its attorney under power of attorney dated 24 June 2013 who declares that    he is an Associate Director                      of Commonwealth Bank of Australia        in the presence of:
	 
	 

	/s/ Luke Statos
	 
	/s/ Michael Carroll

	Signature of witness
	 
	Signature of authorised signatory

	Luke Statos
	 
	Michael Carroll

	Name of witness
	 
	Name of authorised signatory








LENDERS 
	
			
	SIGNED, SEALED AND DELIVERED by The Chiba Bank, Ltd. (Incorporated in Japan with limited liability) Hong Kong Branch in the presence of:
	 
	 

	/s/ Masaki MORI
	 
	/s/ Naoki KAMATA

	Signature of witness
	 
	Signature of authorised signatory

	Masaki MORI
	 
	Naoki KAMATA

	Name of witness
	 
	Name of authorised signatory








LENDERS 
	
			
	SIGNED, SEALED AND DELIVERED by Citibank N.A., Sydney Branch in the presence of:
	 
	 

	/s/ MATTHEW SANDHAM
	 
	/s/ RODERICK HILL

	Signature of witness
	 
	Signature of authorised signatory

	MATTHEW SANDHAM                         DIRECTOR
	 
	RODERICK HILL                                 MANAGING DIRECTOR

	Name of witness
	 
	Name of authorised signatory








LENDERS 
	
			
	SIGNED, SEALED AND DELIVERED by MIZUHO BANK, LTD., SYDNEY BRANCH in the presence of:
	 
	 

	/s/ Amber Liu
	 
	/s/ Robert A Hutchfield

	Signature of witness
	 
	Signature of authorised signatory

	Amber Liu
	 
	Robert A Hutchfield

	Name of witness
	 
	Name of authorised signatory








LENDERS
	
			
	SIGNED, SEALED AND DELIVERED by MUFG BANK, LTD. in the presence of:
	 
	 

	/s/ MONTY YIU
	 
	/s/ IAN LEE

	Signature of witness
	 
	Signature of authorised signatory

	MONTY YIU
	 
	IAN LEE

	Name of witness
	 
	Name of authorised signatory








LENDERS 
	
			
	SIGNED, SEALED AND DELIVERED by JPMorgan Chase Bank, N.A. in the presence of:
	 
	 

	/s/
	 
	/s/

	Signature of witness
	 
	Signature of authorised signatory

	 
	 
	 

	Name of witness
	 
	Name of authorised signatory








LENDERS
	
			
	SIGNED, SEALED AND DELIVERED by National Australia Bank in the presence of:
	 
	 

	 
	 
	/s/ John Allan-Smith

	Signature of witness
	 
	Signature of authorised signatory

	 
	 
	John Allan-Smith

	Name of witness
	 
	Name of authorised signatory








LENDERS
	
			
	SIGNED, SEALED AND DELIVERED by ROYAL BANK OF CANADA in the presence of:
	 
	 

	 
	 
	/s/ Theodore Brown

	Signature of witness
	 
	Signature of authorised signatory

	 
	 
	Theodore Brown

	Name of witness
	 
	Name of authorised signatory