EX-4.7



 Exhibit 4.7 
  

 
  

DXC TECHNOLOGY COMPANY 

(F.K.A. EVERETT SPINCO, INC.) 

and 
 U.S. BANK NATIONAL
ASSOCIATION, 
 as Trustee 

FIFTH SUPPLEMENTAL INDENTURE 

Dated as of [            ], [        ] 

 
  

 







 Fifth Supplemental Indenture dated as of
[            ], [        ] between DXC TECHNOLOGY COMPANY, a Nevada corporation (f.k.a. Everett SpinCo, Inc.) (the “Company”), and
U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”). 
 Reconciliation and tie
between Trust Indenture Act of 1939 (the “Trust Indenture Act”) and the Indenture. 
  

			
	 § 310(a)
	  	5.10
	          (b)
	  	5.09
	 § 311(a)
	  	5.14
	          (b)
	  	5.14
	 § 312(a)
	  	2.08
	          (b)
	  	10.04
	          (c)
	  	10.04
	 § 313(a)
	  	5.04
	          (b)
	  	5.04
	          (c)
	  	5.04
	          (d)
	  	5.04
	 § 314(a)
	  	3.02
	          (b)
	  	Not Applicable
	          (c)
	  	10.05
	          (d)
	  	Not Applicable
	          (e)
	  	10.05
	          (f)
	  	Not Applicable
	 § 315(a)
	  	5.01
	          (b)
	  	4.12
	          (c)
	  	5.01
	          (d)
	  	5.05
	          (e)
	  	10.04
	 § 316(a)
	  	7.02, 7.07
	          (b)
	  	7.02
	          (c)
	  	6.02
	 § 317(a)
	  	4.03
	          (b)
	  	5.03
	 § 318(a)
	  	7.07

  

	Note:	This reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture. 


RECITALS 
 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 Fifth 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.” 
 WHEREAS, the Company has authorized
the issuance of 7.45% Senior Notes due 2029 (the “Notes”). 
 WHEREAS, the Company desires to enter into this Fifth
Supplemental Indenture to establish the form and terms of the Notes in accordance with Section 2.03 of the Base Indenture. 
 WHEREAS,
all things necessary to make this Fifth Supplemental Indenture a valid and legally binding agreement according to its terms have been done. 

WHEREAS, the Indenture is subject to, and will be governed by, the provisions of the Trust Indenture Act that are required to be a part of and
govern indentures qualified under the Trust Indenture Act. 
 NOW, THEREFORE, for and in consideration of the foregoing premises, the
Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Notes as follows: 

ARTICLE 1 

Section 1.01    Terms of the Notes. The following terms relate to the Notes: 

(a)    The Notes shall constitute a separate series of Securities under the Base Indenture having the title “7.45%
Senior Notes due 2029.” 
 (b)    The aggregate principal amount of the Notes (the “Initial
Notes”) that may be initially authenticated and delivered under the Indenture shall be $[●]. 

(c)    The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes (in any
such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms (except for the issue date and, in some cases, the public offering price and the first interest payment date) as the
Initial Notes. The aggregate principal amount of the Additional Notes shall be unlimited. 
 (d)    Any Additional Notes
and the Initial Notes shall constitute a single series under the Indenture and all references to the Notes shall include the Initial Notes and any Additional Notes unless the context otherwise requires. In the above case, if any such Additional
Notes are not fungible with the previously issued Notes for U.S. federal income tax purposes, such Additional Notes will be issued with a different CUSIP number as the previously issued Notes, as applicable. 

(e)    The entire outstanding principal of the Notes shall be payable on October 15, 2029. The rate at which the
Notes shall bear interest shall be 7.45% per year. The date from which interest shall accrue on the Notes shall be October 15, 2017, or the most recent Interest Payment Date to which interest has been paid or provided for. The Interest
Payment Dates for the Notes shall be April 15 and October 15 of each year, beginning April 15, 2018. 

  
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 (f)    Interest shall be payable on each Interest Payment Date to the Holders
of record of the Notes at the close of business on the April 1 and October 1 immediately preceding each Interest Payment Date (each a “regular record date”). The basis upon which interest shall be calculated
shall be that of a 360-day year consisting of twelve 30-day months. 

(g)    The Depositary for the Global Notes shall be The Depository Trust Company, New York, New York. 

(h)    The Notes that are issued in a registered offering pursuant to the Securities Act shall be substantially in the
form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. Such Global Notes shall be referred to collectively herein as the “Global Notes,” and shall be deposited with the Trustee, as
custodian for the Depositary or its nominee, for credit to an account of an Agent Member, and shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a Global Note may from
time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 

(i)    Each Global Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the applicable
legends set forth in Exhibit A (the “Note Legends”) on the face thereof until the Note Legends are removed or not required. 

(j)    The Notes shall be denominated in Dollars and shall be issuable in minimum denominations of $1,000 or any integral
multiple of $1,000 in excess thereof. 
 (k)    The Notes may be redeemed by the Company prior to the maturity date, as
provided in Section 1.05. 
 (l)    The Notes will not have the benefit of any sinking fund. 

(m)    Except as provided herein, the Holders of the Notes shall have no special rights in addition to those provided in
the Base Indenture upon the occurrence of any particular events. 
 (n)    The Notes will be direct, unconditional,
senior unsecured and unsubordinated obligations of the Company, and will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness and among themselves, and senior in right of payment to any
subordinated indebtedness the Company may incur. 
 (o)    The Notes are not convertible into shares of common stock or
other securities of the Company. 
 (p)    The restrictive covenants set forth in Section 1.06 shall be applicable
to the Notes. 

  
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 Section 1.02    Additional Defined Terms. As used
herein, the following defined terms shall have the following meanings with respect to the Notes only: 
 “Additional
Notes” has the meaning set forth in Section 1.01(c). 
 “Agent Members” has the meaning set forth
in Section 1.08(b). 
 “Applicable Procedures” means, with respect to any transfer or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange at the relevant time. 

“Attributable Debt” means, with respect to any sale and lease-back transaction, the present value of the minimum
rental payments called for during the term of the lease (including any period for which such lease has been extended), determined in accordance with GAAP, discounted at a rate that, at the inception of the lease, the lessee would have incurred to
borrow over a similar term the funds necessary to purchase the leased assets. 
 “Capital Lease Obligations”
means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP. 

“Change of Control” means the occurrence of any of the following: 

(1)    the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger
or consolidation), in a single transaction or a series of related transactions, of all or substantially all of the Company’s assets and the assets of its Subsidiaries, taken as a whole, to one or more “persons” (as that term is
defined in Section 13(d)(3) of the Exchange Act) (other than to the Company or one of its Subsidiaries); 

(2)    the consummation of any transaction (including, without limitation, any merger or consolidation) as
a result of which any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and
13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares; 

(3)    the Company consolidates with, or merges with or into any Person, or any Person consolidates with,
or merges with or into the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other person is converted into or exchanged for cash, securities or other property, other than any
such transaction where the shares of Voting Stock of the Company outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving Person immediately after giving
effect to such transaction; or 
 (4)    the adoption of a plan relating to the liquidation or
dissolution of the Company. 
 Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if
(i) (A) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (B) the direct or indirect holders of the Company’s Voting Stock 

  
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immediately prior to that transaction are the holders of more than 50% of the Voting Stock of such holding company, or (ii) the Company consolidates with, or merges with or into, any person
that results in the surviving person remaining a public company. 
 “Change of Control Offer” has the
meaning set forth in Section 1.06(d). 
 “Change of Control Payment” has the meaning set forth in
Section 1.06(d). 
 “Change of Control Payment Date” has the meaning set forth in
Section 1.06(d). 
 “Change of Control Triggering Event” means the occurrence of both a
Change of Control and a Rating Event. 
 “Clearstream” means Clearstream Bank, société anonyme,
or its successors. 
 “Company” means the Person named as the “Company” in the first paragraph of this Indenture
until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 

“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment
Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Notes. 
 “Comparable Treasury Price” means, with respect
to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker
obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. 
 “Consolidated
Net Tangible Assets” means, as of any particular time, the aggregate amount of the Company’s assets and the assets of the Company’s Subsidiaries (in each case, less applicable reserves and other properly
deductible items) after deducting from such amount: 
 (1)    all current liabilities other than
(A) notes and loans payable, (B) current maturities of long-term debt and (C) current maturities of Capital Lease Obligations, and 

(2)    intangible assets, to the extent included in such aggregate assets, all as set forth on the
Company’s then most recent consolidated balance sheet and computed in accordance with GAAP. 
 “Definitive
Security” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.01 of the Base Indenture. 

“Euroclear” means Euroclear Bank S.A./N.V., or its successor. 

“Event of Default” has the meaning set forth in Section 1.07(a). 

  
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 “Fitch” means Fitch Ratings, Inc., and its successors. 

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Public Company
Accounting Oversight Board (United States) and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession,
which are in effect as of the date of this Indenture. 
 “Global Note” means, individually and collectively, each of
the Notes in global form issued to the Depositary or its nominee. 
 “Indebtedness” means, with respect to any Person, and
without duplication, any indebtedness, whether or not contingent, in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments or obligations under capital leases, except any such balance that constitutes an accrued
expense or trade payable, if and to the extent any of the foregoing indebtedness would appear as a liability upon an unconsolidated balance sheet of such Person in accordance with GAAP (but does not include contingent liabilities which appear only
in a footnote to a balance sheet); provided that Indebtedness shall exclude (A) Indebtedness that is required to be converted at, or prior to, maturity into equity securities of the Company, and (B) advances and overdrafts in
respect of cash pooling and multi-currency notional pooling programs. 
 “Independent Investment Banker”
means an independent investment institution of national standing, which may be one of the Reference Treasury Dealers or their respective affiliates, selected by the Company. 

“Interest Payment Date” means the stated due date of an installment of interest on the Notes. 

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s;
BBB– (or the equivalent) by S&P; and BBB- (or the equivalent) by Fitch, and the equivalent investment grade credit rating from any additional rating agency or Rating Agencies selected by the Company.

 “Lien” means any lien, security interest, charge, mortgage, pledge or other encumbrance of any kind (including any
conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest). 

“Moody’s” means Moody’s Investors Service, Inc. and its successors. 

“Note Legends” has the meaning set forth in Section 1.01(i). 

“Notes” means the Initial Notes, any Additional Notes and any other notes issued in respect thereof. 

“Rating Agencies” means (1) each of Moody’s, S&P and Fitch; and (2) if any of
Moody’s, S&P or Fitch ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the control of the Company, a “nationally recognized statistical rating organization” within the
meaning of Section 3(a)(62) under the Exchange Act selected by the Company as a replacement agency for Moody’s, S&P or Fitch, as the case may be. 

  
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 “Rating Event” means the rating on the Notes is lowered by at least two
of the three Rating Agencies and the Notes are rated below an Investment Grade Rating by at least two of the three Rating Agencies on any day during the period (which period will be extended so long as the rating of the Notes is under publicly
announced consideration for a possible downgrade by any of the Rating Agencies) commencing on the earlier of the date of the first public occurrence of a Change of Control or the date of public notice of an agreement that, if consummated, would
result in a Change of Control and ending 60 days following consummation of such Change of Control. 
 “Redemption
Date” means, when used with respect to any Note to be redeemed, the date fixed for such redemption by or pursuant to this Indenture. 

“Redemption Price” means, when used with respect to any Note to be redeemed, the price at which it is to be redeemed
pursuant to this Indenture. 
 “Reference Treasury Dealer” means each of: (i) Merrill Lynch, Pierce,
Fenner & Smith Incorporated, RBC Capital Markets, LLC and a primary U.S. government securities dealer in New York City (a “Primary Treasury Dealer”) selected by MUFG Securities Americas Inc. and their
respective successors; provided, however, that if any of the foregoing ceases to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Company. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer at any
Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent
Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding such Redemption Date. 

“Restricted Subsidiary” means any Subsidiary (a) substantially all the property of which is located, or
substantially all the business of which is carried on, within the United States, or (b) which holds more than 5.0% of the Company’s Consolidated Net Tangible Assets; except for any Subsidiary primarily engaged in financing receivables or
in the finance business. 
 “S&P” means S&P Global Ratings, a division of S&P Global, Inc., and its successors.

 “Subsidiary” of any specified Person means any corporation, association or other business entity of which more than 50%
of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of that Person or a combination thereof. 
 “Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. 

  
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 “Trust Indenture Act” means the Trust Indenture Act of 1939, as
amended, and the rules and regulations thereunder as in effect on the date of this Indenture, except to the extent that the Trust Indenture Act or any amendment thereto expressly provides for application of the Trust Indenture Act as in effect on
another date. 
 “Voting Stock” of any specified person as of any date means the capital stock of such person that
is at the time entitled to vote generally in the election of the board of directors of such person. 

Section 1.03    Trust Indenture Act Provisions. Whenever this Indenture refers to a
provision of the Trust Indenture Act, that provision is incorporated by reference in and made a part of this Indenture. This Indenture shall also include those provisions of the Trust Indenture Act required to be included herein by the provisions of
the Trust Indenture Reform Act of 1990. The following Trust Indenture Act terms used in this Indenture have the following meanings: 

“indenture securities” means the Notes; 

“indenture security holder” means a Holder of a Note; 

“indenture to be qualified” means the Indenture; 

“indenture Trustee” or “institutional Trustee” means the Trustee; and 

“obligor” on the indenture securities means the Company or any other obligor on the Notes. 

All other terms used in this Indenture that are defined in the Trust Indenture Act, defined by Trust Indenture Act reference to another
statute or defined by any Securities and Exchange Commission rule and not otherwise defined herein have the meanings assigned to them therein. 

Section 1.04    Payment, Transfer and Exchange.
(a) Registration of Transfer and Exchange. To permit registrations of transfers and exchanges, the Company shall execute a new Note or Notes of the same series as the Note presented for a like
aggregate principal amount and in authorized denominations and the Trustee shall authenticate and deliver such Note or Notes upon receipt of an Issuer Order for the authentication and delivery of such Notes. 

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same
indebtedness, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Note, the Trustee, the Company,
any paying agent and the Registrar may deem and treat the person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and
none of the Trustee, the Company, the paying agent or the Registrar shall be affected by notice to the contrary. 

  
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 All certifications, certificates and opinions of counsel which may be required to be submitted to
the Trustee to effect a registration of transfer or exchange may be submitted by facsimile, to be followed by originals. 

(a)    Payment. The principal and interest on Notes represented by Global Securities will be payable to the
Depositary or its nominee, as the case may be, as the sole registered owner and the sole Holder of the Global Securities represented thereby. 

(b)    Transfer and Exchange of Beneficial Interests in the
Global Securities. The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in any Global Note may be transferred to persons who take delivery thereof in the form of a beneficial interest in a Global Note. 

Section 1.05    Optional Redemption. (a) The provisions of Article 11 of the Base Indenture, as
amended by the provisions of this Fifth Supplemental Indenture, shall apply to the Notes. The Notes are redeemable, as a whole or in part, at the Company’s option, at any time or from time to time, at a Redemption Price equal to the greater of:

 (i)    100% of the principal amount of such Notes to be redeemed; and 

(ii)    as determined by the Independent Investment Banker, the sum of the present values of the remaining
scheduled payments of principal and interest thereon (not including any portion of such interest payments accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points, 

plus, in the case of either (i) or (ii), accrued and unpaid interest thereon to, but excluding, the Redemption Date. 

(b)    Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date for the Notes,
interest shall cease to accrue on the Notes or portions thereof called for redemption. 
 (c)    Notice of any
redemption with respect to the Notes shall be given in the manner provided for in Section 11.02 of the Base Indenture on at least 10 days’ but not more than 90 days’ prior notice to the Redemption Date, to each Holder of Notes to be
redeemed, except that redemption notices may be delivered more than 90 days prior to a Redemption Date if such notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. 

(d)    At any time, the Company may repurchase Notes in the open market and may hold such Notes or surrender such Notes to
the Trustee for cancellation pursuant to Section 2.10 of the Base Indenture. 
 (e)    For the avoidance of doubt,
the Trustee shall not be required to calculate the Redemption Price or the Treasury Rate. 

  
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 Section 1.06    Additional Covenants. The following
additional covenants shall apply with respect to the Notes so long as any of the Notes remain outstanding: 

(a)    Limitation on Liens. Other than as provided in Section 1.06(c) below, neither the Company
nor any of its Restricted Subsidiaries may create, incur, assume or suffer to exist any Lien upon any of the Company’s property, to secure any Indebtedness of the Issuer or a Restricted Subsidiary, except for: 

(i)    Liens existing on the date hereof and any extension, renewal or replacement (or successive
extensions, renewals or replacements) of any such Lien; provided that no such extension, renewal or replacement will extend to or cover any property other than the property covered by such existing Lien; 

(ii)    Liens on property existing at the time the Company or any of its Restricted Subsidiaries acquires
such property, provided that such Liens: 
 (A)    are not incurred in connection with, or in
contemplation of the acquisition of the property acquired; and 
 (B)    do not extend to or cover any of
the Company’s property or any of its Restricted Subsidiaries’ property other than the property so acquired; 

(iii)    Liens on any property of a corporation or other entity existing at the time such corporation or
entity becomes the Company’s Restricted Subsidiary or is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of such corporation or entity as an entirety
or substantially as an entirety to the Company or a Restricted Subsidiary, provided that such Liens: 

(A)    are not incurred in connection with or in contemplation of such corporation or entity becoming a
Restricted Subsidiary or merging or consolidating with the Company or a Restricted Subsidiary or are not incurred in connection with or in contemplation of the sale, lease or other disposition of the properties of such corporation or other entity;
and 
 (B)    do not extend to or cover any of the Company’s property or any of its Restricted
Subsidiaries’ property other than the property of such corporation or other entity; 

(iv)    purchase money Liens upon or in any real or personal property (including fixtures and other
equipment) the Company or any of its Restricted Subsidiaries hold or have acquired to secure the purchase price of such property or to secure Indebtedness incurred solely to finance or refinance the acquisition or improvement of such property and
incurred within 270 days after completion of such acquisition or improvement; 
 (v)    Liens to secure
Indebtedness owing to the Company or to a Restricted Subsidiary; 

  
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 (vi)    Liens for taxes, assessments or other governmental
charges not yet due or payable or not overdue for a period of more than 60 days or that are being contested by the Company or a Restricted Subsidiary, and for which the Company maintains adequate reserves in accordance with GAAP, and attachment,
judgment and other similar Liens arising in connection with legal proceedings; provided that any such judgment does not constitute an Event of Default; 

(vii)    Liens in favor of the United States to secure amounts paid to the Company or any of its Restricted
Subsidiaries as advance or progress payments under government contracts entered into by it so long as such Liens cover only (x) special bank accounts into which only such advance or progress payments are deposited and (y) supplies covered
by such government contracts and material and other property acquired for or allocated to the performance of such government contracts; 

(viii)    Liens incurred in connection with an asset acquisition or a project financed with a non-recourse obligation; 
 (ix)    Liens in favor of suppliers,
producers, operators, workmen, materialmen, mechanics, workmen or repairmen, landlord’s Liens for rent or other similar Liens arising, in each case, in the ordinary course of business in respect of obligations which are not overdue or which are
being contested by the Company or any Restricted Subsidiary in good faith and by appropriate proceedings; 

(x)    Liens consisting of zoning restrictions, licenses, easements, covenants, rights-of-way, utility easements, building restrictions and similar encumbrances and restrictions on the use of real property and minor irregularities that do not materially
impair the use of the real property; 
 (xi)    Liens arising under leases or subleases of real or
personal property that do not, individually or in the aggregate, materially detract from the value of such real or personal property or materially interfere with the ordinary conduct of the business conducted at such real property or with respect to
such personal property; 
 (xii)    Liens arising under licenses or sublicenses of intellectual property
granted in the ordinary course of business; 
 (xiii)    Liens arising by reason of deposits with, or
giving any form of security to, any governmental agency or any body created or approved by law or government regulation; 

(xiv)    Liens created by or resulting from any litigation or other proceeding that is being contested in
good faith by appropriate proceedings, including Liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Issuer or any of its Restricted Subsidiaries is in good faith prosecuting an appeal
or proceedings for review for which the time to make an appeal has not yet expired, and Liens relating to final unappealable judgments that are satisfied within 60 days of the date of judgment or Liens incurred by the Company or any Restricted
Subsidiary for the purposes of obtaining a stay or discharge in the course of any litigation proceeding to which the Company or any of its Restricted Subsidiaries is a party; 

  
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 (xv)    Liens on deposits securing obligations under cash
pooling and multi-currency notional pooling programs; 
 (xvi)    Liens relating to hedging and similar
arrangements entered into in the ordinary course of business, including without limitation interest rate or foreign currency hedging arrangements; 

(xvii)    Liens incurred or deposits made by the Company or its Restricted Subsidiaries in the ordinary
course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits, taxes, assessments, statutory obligations or other similar charges, or to secure the performance of tenders,
statutory obligations, bids, leases, government contracts, performance and return-of-money bonds or other similar obligations (exclusive of obligations for the payment
of borrowed money); 
 (xviii)    Liens on account receivables or related assets resulting from the sale
of such account receivables or such related assets, or Liens arising in connection with or related to any securitization financings, factoring arrangements or assignments thereof that may be entered into by the Company or any Restricted Subsidiary;

 (xix)    Liens, pledges or deposits made in the ordinary course of banking arrangements in connection
with any netting or set-off arrangements for the purpose of netting debit and credit balances; 

(xx)    Liens on property incurred in sale and lease-back transactions permitted under
Section 1.06(b); and 
 (xxi)    Liens constituting any extension, renewal or replacement of any
Liens in provisions (i) to (xx) above to the extent the principal amount of the Indebtedness secured by such Lien is not increased (except to the extent of any premiums, fees or other costs associated with any such extension, renewal or
replacement) and the property encumbered by any such Lien is the same as or substantially similar in nature to the property encumbered by the Lien being extended, renewed or replaced. 

Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may create, incur, assume or suffer to exist Indebtedness
secured by Liens not otherwise permitted by this Section 1.06(a) if the Company first makes effective provisions whereby the Notes (together with any other Indebtedness of the Company then existing or thereafter created ranking equally with
such Notes and similarly entitled to be equally and ratably secured) shall be secured equally and ratably with such Indebtedness for so long as such Indebtedness shall so be secured. 

(b)    Limitation on Sale and Lease-back Transactions. Other than as provided in
Section 1.06(c) below, neither the Company nor any of its Restricted Subsidiaries may enter into any sale and lease-back transaction with a term longer than three years, unless: 

(i)    such transaction was entered into prior to the date hereof; 

  
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 (ii)    such transaction was for the sale and leasing back to
the Company of any property by one of its Restricted Subsidiaries; 
 (iii)    the Company would be
entitled to incur Indebtedness secured by a mortgage on the property to be leased in an amount equal to the Attributable Debt with respect to such sale and lease-back transaction without equally and ratably securing the notes pursuant to
Section 1.06(a) above; or 
 (iv)    the Company applies an amount equal to the fair value of the
property sold to the purchase of property or to the retirement of its long-term Indebtedness (including the Notes) within 365 days of the effective date of any such sale and lease-back transaction. 

(c)    Permitted Liens and Permitted Sale and Lease-back
Transactions. Notwithstanding the restrictions set forth under Section 1.06(a) and Section 1.06(b), the Company or any of its Restricted Subsidiaries may create, incur, assume or suffer to exist any Lien or enter into any sale and
lease-back transaction not otherwise permitted pursuant to Section 1.06(a) or Section 1.06(b); provided that, at the time of such event, and after giving effect to that event, the aggregate amount of all Indebtedness secured by Liens
permitted by this Section 1.06(c) (excluding the Liens permitted pursuant to Section 1.06(a)) and the aggregate amount of all Attributable Debt in respect of sale and lease-back transactions permitted by this Section 1.06(c)
(excluding sale and lease-back transactions permitted under Section 1.06(b)) measured, in each case, at the time any such Lien is incurred or any such sale and lease-back transaction is entered into, by the Company or any Restricted Subsidiary
does not exceed 20% of the Company’s Consolidated Net Tangible Assets. 
 (d)    Purchase of
Notes upon a Change of Control Triggering Event. (i) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company has exercised its option to redeem such
Notes as described in Section 1.05 hereof, the Company will make an offer (a “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $1,000 or an integral multiple of
$1,000 in excess thereof) of that Holder’s Notes at a repurchase price, payable in cash, equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, on the Notes repurchased to, but excluding, the
date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public
announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be sent to Holders of the Notes, with a copy to the Trustee, describing the transaction that constitutes or may constitute the Change of Control
Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 90 days from the date such notice is delivered (the “Change of Control
Payment Date”). The notice will, if delivered prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the
Change of Control Payment Date and shall state the following: 
 (A)    that the Change of Control Offer
is being made pursuant to this Section 1.06(d) and that all Notes tendered will be accepted for payment; 

  
 13 








 (B)    the purchase price and the purchase date, which shall
be no earlier than 10 days and no later than 90 days from the date such notice is mailed; 
 (C)    that
any Note not tendered will continue to accrue interest; 
 (D)    that, unless the Company defaults in
the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; 

(E)    that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be
required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the paying agent at the address specified in the notice prior to the close
of business on the third Business Day preceding the Change of Control Payment Date; 
 (F)    that
Holders will be entitled to withdraw their election if the paying agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and 

(G)    that Holders whose Notes are being purchased only in part will be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple of $1,000 in excess thereof. 

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section 1.06(d), the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this
Section 1.06(d) by virtue of such compliance. 
 (ii)    On the Change of Control Payment Date, the
Company will, to the extent lawful: 
 (A)    accept for payment all Notes or portions of Notes properly
tendered pursuant to the Change of Control Offer; 
 (B)    deposit with the paying agent an amount equal
to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and 

  
 14 








 (C)    deliver or cause to be delivered to the Trustee the
Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. 

The paying agent will promptly deliver (but in any case not later than five days after the Change of Control Payment Date) to each Holder of
Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. 

(iii)    Notwithstanding anything to the contrary in this Section 1.06(d), the Company will not be
required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (a) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements set forth in this
Section 1.06(d) and the third party repurchases all Notes properly tendered and not withdrawn under its offer, or (b) notice of redemption has been given pursuant to Section 1.05 hereof, unless and until there is a default in payment
of the applicable Redemption Price. 
 Section 1.07    Defaults and Remedies. (a) Events
of Default. This Section 1.07(a) shall replace Section 4.01 of the Base Indenture with respect to the Notes only. 
 Each of the
following is an “Event of Default” with respect to the Notes: 

(i)    default in the payment of interest on the Notes when due, and such default has continued for a
period of 90 days or more and the time for such payment is due has not been extended or deferred; 

(ii)    default in the payment (at maturity, upon redemption or otherwise) of the principal of the Notes
when due; 
 (iii)    failure by the Company for 90 days after notice to the Company by the Trustee or
the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding to perform or observe any of the other covenants or agreements in this Indenture (other than defaults specified in clauses (i) or (ii) above); 

(iv)    any of the Company’s Indebtedness in the aggregate outstanding principal amount of
$250 million or more either: 
 (A)    becomes due and payable prior to the due date for payment of
such Indebtedness by reason of acceleration of such Indebtedness following a default by the Company; or 

(B)    is not repaid at, and remains unpaid after, maturity as extended by any applicable period of grace
or any guarantee given by us in respect of Indebtedness of any other Person in the aggregate outstanding principal amount of $250 million or more is not honored when, and remains dishonored after, becoming due; 

  
 15 








 (v)    the Company pursuant to or within the meaning of any
Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a custodian of it or for all or substantially all of its property or
(D) makes a general assignment for the benefit of its creditors; or 
 (vi)    a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company in an involuntary case, (B) appoints a custodian of the Company for all or substantially all of the Company’s properties, or
(C) orders the liquidation of the Company, and, in any of the above cases, the order or decree remains unstayed and in effect for 90 days. 

(b)    Acceleration of Maturity. In the case of an Event of Default specified in clause (v) or
(vi) of Section 1.07(a), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Company (and to the Trustee if written notice is given by such Holders). Upon any such declaration, the Notes shall become
due and payable immediately. 
 The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to
the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences with respect to such Notes, if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to such
Notes (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. 

Section 1.08    Book-Entry Provisions for Global Notes. (a) Each Global Note
initially shall (i) be registered in the name of the Depositary for such Global Note or the nominee of such Depositary, in each case for credit to the account of an Agent Member, and (ii) be delivered to the Trustee as custodian for such
Depositary. None of the Company, any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for
maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 
 (b)    Members of,
or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or its custodian, or under such Global
Notes. The Depositary may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of any of them as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of any of them from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and
its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any 

  
 16 








 
Note. The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that
a Holder is entitled to take under this Indenture or the Notes. 
 (c)    Transfers of a Global Note shall be limited to
transfers of such Global Note in whole, but, subject to the immediately succeeding sentence, not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may not be transferred or
exchanged for physical Notes unless (i) the Company has consented thereto in writing, or such transfer or exchange is made pursuant to the next sentence, and (ii) such transfer or exchange is in accordance with the applicable rules and
procedures of the Depositary. Subject to the limitation on issuance of physical Notes, physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the relevant Global Note, if (i) the Depositary
notifies the Company at any time that it is unwilling or unable to continue as Depositary for the Global Notes and a successor depositary is not appointed within 120 days; (ii) the Depositary ceases to be registered as a “Clearing
Agency” under the Exchange Act and a successor depositary is not appointed within 120 days; or (iii) the Company, at its option, notifies the Trustee that it elects to cause the issuance of physical Notes. 

(d)    The transfer and exchange of a Global Note or beneficial interests therein shall be effected through the
Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth in Section 1.09) and the Applicable Procedures therefor of the Depositary. Any beneficial interest in one of the Global Notes that is
transferred to a Person who takes delivery in the form of an interest in a different Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be
subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. A transferor of a beneficial interest in a Global Note shall deliver to the
Registrar a written order given in accordance with the Depositary’s Applicable Procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in the relevant Global Note. The
Registrar shall, in accordance with such instructions, instruct the Depositary to credit to the account of the Person specified in such instructions a beneficial interest in such Global Note and to debit the account of the Person making the transfer
the beneficial interest in the Global Note being transferred. 
 Section 1.09    Satisfaction and
Discharge of Indenture. This Section 1.09 shall replace Section 9.01(a) of the Base Indenture with respect to the Notes only. 

(a)    either (i) all the Notes that have been authenticated and delivered have been cancelled or delivered to the
Trustee for cancellation (other than any Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09 of the Base Indenture); or (ii) all the Notes issued that have not been
cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable at their final maturity within one year, or are to be called for redemption within one year, under irrevocable
arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name, and at the Company’s expense and the Company shall have irrevocably deposited or caused to be deposited with the Trustee
sufficient funds to pay and discharge the entire indebtedness on the Notes to pay principal, interest, if any, and any premium, which for purposes of this provision shall be calculated without applying any “present value discount” and
using a Treasury Rate of no less than zero. 

  
 17 








 Section 1.10    Successors. Upon any consolidation or merger, or
any sale, transfer, lease, conveyance or other disposition of the assets of the Company substantially as an entirety in a transaction that is subject to, and that complies with the provisions of, Article 8 of the Base Indenture, the successor Person
formed by such consolidation or into or with which the Company is merged or to which such sale, lease, transfer, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation,
merger, sale, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor Person and not to the Company), and may exercise every right and power of the
Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the
Notes except in the case of a sale of all of the Company’s assets in a transaction that is subject to, and that complies with the provisions of, this Section 1.10. 

ARTICLE 2 
 MISCELLANEOUS 

Section 2.01    Definitions. Capitalized terms used but not defined in this Fifth Supplemental Indenture shall
have the meanings ascribed thereto in the Base Indenture. 
 Section 2.02    Confirmation of
Indenture. The Base Indenture, as supplemented and amended by this Fifth Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture, this Fifth Supplemental Indenture and all indentures supplemental thereto
shall be read, taken and construed as one and the same instrument. 
 Section 2.03    Governing Law.
THIS INDENTURE AND THE NOTES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE OR THE NOTES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE
APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. 
 Section 2.04    Severability. In case
any provision in this Fifth Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 2.05    Counterparts. This Fifth Supplemental Indenture may be executed in any number of counterparts
and by the 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 one and the same agreement. 

Section 2.06    No Benefit. Nothing in this Fifth Supplemental Indenture, express or implied, shall
give to any person other than the parties hereto and their successors or assigns, and the Holders of the Notes, any benefit or legal or equitable rights, remedy or claim under this Fifth Supplemental Indenture or the Base Indenture. 

  
 18 








 Section 2.07    Trustee. The Trustee makes no representations or
warranties as to the validity or sufficiency of this Fifth Supplemental Indenture. 

  
 19 








 IN WITNESS WHEREOF, the parties hereto have caused the Indenture to be duly executed as of the
date set forth above. 
  

					
	DXC TECHNOLOGY COMPANY
		
	By:	 	  

		 	Name:	 	Paul Saleh
		 	Title:	 	 Executive Vice President,
 Chief Financial
Officer

		
	By:	 	  

		 	Name:	 	Neil A. Manna
		 	Title:	 	Principal Accounting Officer, Senior Vice President and Controller



  
 [Signature Page to Fifth
Supplemental Indenture] 








 
					
	 U.S. BANK NATIONAL ASSOCIATION,
 as
Trustee

		
	By:	 	  

		 	Name:	 	Elizabeth A. Boyd
		 	Title:	 	Vice President



  
 [Signature Page to Fifth
Supplemental Indenture] 








 EXHIBIT A 

FORM OF GLOBAL NOTE 

[Global Notes Legend] 
 THIS
SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY ( THE “DEPOSITARY”) OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY. 

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN. 

  
 A-1 








 FORM OF 7.45% SENIOR NOTES DUE 2029 

 

					
	 No.
[                    ]
	  	$	[            	] 

 CUSIP No.      

DXC TECHNOLOGY COMPANY 

DXC TECHNOLOGY COMPANY (F.K.A. EVERETT SPINCO, INC.), a Nevada corporation (the “Company”), promises to pay to
Cede & Co., or registered assigns, the principal sum of [                    ] Dollars
($[        ]) on October 15, 2029. 
 Interest Payment Dates: April 15 and
October 15 
 Record Dates: April 1 and October 1 

Each holder of this Note (as defined below), by accepting the same, agrees to and shall be bound by the provisions hereof and of the Indenture
described herein, and authorizes and directs the Trustee described herein on such holder’s behalf to be bound by such provisions. Each holder of this Note hereby waives all notice of the acceptance of the provisions contained herein and in the
Indenture and waives reliance by such holder upon said provisions. 
 This Note shall not be entitled to any benefit under the Indenture, or
be valid or become obligatory for any purpose, until the Certificate of Authentication hereon shall have been manually signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof, and such continued
provisions shall for all purposes have the same effect as though fully set forth at this place. 
 IN WITNESS WHEREOF, the Company has
caused this Note to be signed in accordance with the Indenture. 
 Date: [            ],
[        ] 
  

					
	DXC TECHNOLOGY COMPANY
		
	By:	 	  

		 	Name:	 	Paul Saleh
		 	Title:	 	Executive Vice President, Chief Financial Officer
		
	By:	 	  

		 	Name:	 	Neil A. Manna
		 	Title:	 	 Principal Accounting Officer,
 Senior Vice
President and Controller




  
 A-2 








 CERTIFICATE OF AUTHENTICATION 

This is one of the 7.45% Senior Notes due 2029 issued by DXC Technology Company of the series designated therein referred to in the
within-mentioned Indenture. 
 Date: [            ],
[        ] 
  

			
	 U.S. BANK NATIONAL ASSOCIATION,
 as
Trustee

		
	By:	 	  

		 	Authorized Signatory



  
 A-3 








 DXC Technology Company 

7.45% Senior Notes due 2029 

This note is one of a duly authorized series of debt securities of DXC Technology Company (f.k.a. Everett SpinCo, Inc.), a Nevada corporation
(the “Company”), issued or to be issued in one or more series under and pursuant to an Indenture for the Company’s debentures, notes or other debt instruments evidencing its Indebtedness, dated as of March 27, 2017 (the
“Base Indenture”), duly executed and delivered by and among the Company and U.S. Bank National Association (the “Trustee”), as supplemented by the Fifth Supplemental Indenture, dated as of
            ,          (the “Fifth Supplemental Indenture”), by and between the Company and the Trustee. The Base
Indenture as supplemented and amended by the Fifth Supplemental Indenture is referred to herein as the “Indenture.” By the terms of the Base Indenture, the debt securities issuable thereunder are issuable in series that may vary as
to amount, date of maturity, rate of interest and in other respects as provided in the Base Indenture. This note is one of the series designated on the face hereof (individually, a “Note,” and collectively, the
“Notes”), and reference is hereby made to the Indenture for a description of the rights, limitations of rights, obligations, duties and immunities of the Trustee, the Company and the Holders of the Notes (the
“Holders”). Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Base Indenture or the Fifth Supplemental Indenture, as applicable. 

1.    Interest. The rate at which the Notes shall bear interest shall be 7.45% per year. [The date from which
interest shall accrue on the Notes shall be October 15, 2017 or the most recent Interest Payment Date to which interest has been paid or provided for.]1 [Interest on this Note will accrue (or
will be deemed to have accrued) from the most recent date to which interest on this Note or any of its predecessor Notes has been paid or duly provided for or, if no such interest has been paid,
from            ,         .]2 The Interest Payment Dates for the Notes shall be April 15
and October 15 of each year, beginning April 15, 2018. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the April 1 and October 1 prior to each Interest Payment Date.
The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. 

2.    Method of Payment. The Company will pay interest on the Notes (except defaulted interest), if
any, to the persons in whose name such Notes are registered at the close of business on the regular record date referred to on the facing page of this Note for such interest installment. In the event that the Notes or a portion thereof are called
for redemption and the Redemption Date is subsequent to a regular record date with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on such Notes will be paid upon presentation and surrender of such Notes as
provided in the Indenture. The principal of and the interest on the Notes shall be payable in Dollars, at the office or agency of the Company maintained for that purpose in accordance with the Indenture. 

 
  

	1 	Include only for Initial Notes. 


	2 	Include only for Additional Notes. 


  
 A-4 








 3.    Paying Agent and Registrar. Initially, the
Trustee will act as paying agent and Registrar. The Company may change or appoint any paying agent or Registrar without notice to any Holder. 

4.    Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939 (“Trust Indenture Act”) as in effect on the date the Indenture is qualified. The Notes are subject to all such terms, and Holders are referred to the Indenture and the
Trust Indenture Act for a statement of such terms. The Notes are senior unsecured obligations of the Company and constitute the series designated on the face hereof as the “7.45% Senior Notes due 2029”, initially limited to $[●] in
aggregate principal amount. The Company will furnish to any Holders upon written request and without charge a copy of the Base Indenture and the Fifth Supplemental Indenture. Requests may be made to: DXC Technology Company, 1775 Tysons Boulevard,
Tysons, Virginia 22102, Attention: General Counsel. 
 5.    Redemption. The Notes shall be redeemable as a whole
or in part, at the Company’s option, at any time or from time to time, as provided in Section 1.05 of the Fifth Supplemental Indenture. 

6.    Mandatory Redemption or Sinking Fund. The Company is not required to make
mandatory redemption or sinking fund payments with respect to the Notes. 
 7.    Change of Control
Triggering Event. If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company has redeemed such Notes as described in Section 1.05 of the Fifth Supplemental Indenture, the Company will make an
offer to each Holder of such Notes to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price, payable in cash, equal to 101% of the aggregate principal
amount of Notes repurchased, plus accrued and unpaid interest, on the Notes repurchased to the date of repurchase. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but
after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be sent to Holders of the Notes, with a copy to the Trustee, describing the transaction that constitutes or may constitute the
Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 90 days from the date such notice is mailed, in accordance with
Section 1.06(d) of the Fifth Supplemental Indenture. 
 8.    Denominations, Transfer,
Exchange. The Notes are in registered form without coupons in minimum denominations of $1,000 or any integral multiple of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in
Section 1.04 and Section 1.08 of the Fifth Supplemental Indenture and Section 1.09 and Section 2.08 of the Base Indenture. The Notes may be presented for exchange or for registration of transfer at the office of the Company or
its agency designated by the Company for such purpose. 
 9.    Persons Deemed Owners. The person
in whose name this Note is registered may be treated as its owner for all purposes. 

  
 A-5 








 10.    Repayment to the Company. The Trustee and
the paying agent shall pay to the Company upon request any money held by them for the payment of principal and interest that remains unclaimed for two years. After that, Holders entitled to the money must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another person. 
 11.    Amendments,
Supplements and Waivers. Subject to certain exceptions, the Company and the Trustee may amend or supplement the Indenture and the Notes with the written consent (including consents obtained in connection with a tender offer or
exchange offer for Notes) of the Holders of a majority in principal amount of the then outstanding Notes, and compliance with any provision of the Indenture and the Notes may be waived with the written consent (including consents obtained in
connection with a tender offer or exchange offer for Notes) of the Holders of a majority in principal amount of the then outstanding Notes. The Company and the Trustee may amend or supplement the Indenture and the Notes without notice to or consent
of any Holder as provided in the Indenture, including, without limitation, to maintain the qualification of the Indenture under the Trust Indenture Act or to cure any ambiguity, defect or inconsistency or make any change that would not adversely
affect the legal rights under the Indenture of any Holder in any material respect. 
 12.    Defaults and
Remedies. If an Event of Default with respect to the Notes occurs and is continuing (other than an Event of Default in Section 1.07(a)(v) or 1.07(a)(vi) of the Fifth Supplemental Indenture), then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the outstanding Notes may declare the principal amount of and accrued and unpaid interest, if any, on all the Notes to be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by the Holders), and upon such declaration such principal amount and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Sections 1.07(a)(v) or 1.07(a)(vi) of the
Fifth Supplemental Indenture shall occur, the principal of and accrued and unpaid interest, if any, on all outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder of outstanding Notes. Subject to the terms of the Indenture, if an Event of Default under the Indenture shall occur and be continuing, the Trustee will be under no obligation to exercise any of the rights or powers vested
in it by the Indenture at the request or direction of any of the Holders unless such Holders shall have offered the Trustee security or indemnity satisfactory to it. Upon satisfaction of certain conditions set forth in the Indenture, the Holders of
a majority in principal amount of the outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Notes. 
 13.    Trustee May Hold Securities. The Trustee, subject to certain
limitations imposed by the Trust Indenture Act, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not Trustee, paying agent or Registrar. 

14.    No Recourse Against Others. A director, officer, employee or stockholder (past or
present), as such, of the Company shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting
a Note waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes. 

  
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 15.    Discharge of Indenture. The Indenture contains
certain provisions pertaining to discharge and defeasance, which provisions shall for all purposes have the same effect as if set forth herein. 

16.    Authentication. This Note shall not be valid until the Trustee manually signs the certificate of
authentication attached to the other side of this Note. 
 17.    Trust Indenture Act
Controls. This Indenture incorporates and is governed by the provisions of the Trust Indenture Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act. If any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by the Trust Indenture Act, the imposed duties shall control. 

18.    Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

19.    Governing Law. THE INDENTURE AND THIS NOTE, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR
RELATING TO THE INDENTURE OR THIS NOTE, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. 

  
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 ASSIGNMENT FORM 

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to: 

 
  

(Insert assignee’s legal name) 
  

 
 (Insert assignee’s soc. sec. or
tax I.D. no.) 
  
  

 
  
  

 
  

 
 (Print or type assignee’s name,
address and zip code) 
 and irrevocably appoint
                                         
                                         
                                         
                                         
            
 agent to transfer this Note on the books of the Company. The agent may substitute
another to act for him. 
  

							
	 Date:
                                         
                           
	 		 		 	
		 		 		 	 Your
                                         
                                         
     

		 		 		 	 Signature:

(Sign exactly as your name appears on the face of

this Note)



 

			
	 Signature
 Guarantee:
	 	  

		 	(Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee))


  
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 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Company pursuant to Section 1.06(d) of the Fifth Supplemental Indenture, check
the box: 
  

	 	☐	1.06(d) Change of Control Triggering Event 

 If you want to elect to have only part of this
Note purchased by the Company pursuant to Section 1.06(d) of the Fifth Supplemental Indenture, state the amount: $[●]. 
  

							
	Date:                     	 		 		 	Your
                                         
                                         
      
		 		 		 	Signature: (Sign exactly as your name appears on the other side of the Note)
				
		 		 		 	Tax I.D.
		 		 		 	number:
                                         
                                         
  

  

			
	Signature Guarantee:	 	                                     
                                         
                      
		 	(Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee))


  
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 SCHEDULE OF EXCHANGES OF INTEREST IN THE GLOBAL NOTE 

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Security, or exchanges of a
part of another Global Note or Definitive Security for an interest in this Global Note, have been made: 
  

									
	 Date of

Exchange
	  	 Amount of

decrease in

Principal

Amount of this

Global Note
	  	 Amount of

increase in

Principal

Amount of this

Global Note
	  	 Principal

Amount of this

Global Note

following such

decrease (or

increase)
	  	 Signature of

authorized

officer of

Trustee or

custodian

		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	


  
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