Exhibit



Exhibit 10.8
EXECUTION VERSION





FOURTH INCREMENTAL ASSUMPTION AGREEMENT
FOURTH INCREMENTAL ASSUMPTION AGREEMENT, dated as of April 3, 2017 (this “Agreement”), by and among DXC Technology Company (formerly known as Everett SpinCo, Inc.), a Nevada corporation (the “Company”), and the incremental lenders party hereto (in such capacity, collectively, the “Incremental Lenders” and each, individually, an “Incremental Lender”) and consented to, with respect to the New Lenders (as defined below) only, and accepted by Citibank, N.A., as administrative agent (the “Agent”) for the Lenders party to the Credit Agreement referred to below.
W I T N E S S E T H:
WHEREAS, the Company, each lender from time to time party thereto (the “Lenders”), the Designated Subsidiaries from time to time party thereto and the Agent are parties to that certain Amended and Restated Credit Agreement dated as of October 11, 2013, as amended by Amendment No. 1 to the Credit Agreement dated as of April 21, 2016, Amendment No. 2 to the Credit Agreement dated as of June 21, 2016 and Waiver and Amendment No. 3 to the Amended and Restated Credit Agreement dated as of February 17, 2017 and as supplemented by Incremental Assumption Agreement dated as of June 15, 2016, Second Incremental Assumption Agreement dated as of July 25, 2016, Third Incremental Assumption Agreement dated as of December 30, 2016 and Assumption Agreement and Joinder dated as of April 3, 2017 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) (capitalized terms not otherwise defined in this Agreement have the same meanings assigned thereto in the Credit Agreement); 
WHEREAS, the Company has, by notice to the Agent delivered pursuant to Section 2.20 of the Credit Agreement, requested incremental commitments (the “Incremental Commitments”) in an aggregate principal amount of $740,000,000; and
WHEREAS, on March 27, 2017, each of Bank of America, N.A., Royal Bank of Canada and The Bank of Tokyo-Mitsubishi UFJ, Ltd., each as a Lender under the Credit Agreement, assigned $25,000,000 of its Tranche A Commitments under the Tranche A Facility to Mizuho Bank, Ltd.
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.Incremental Lenders and the Incremental Commitments.  Pursuant to Section 2.20 of the Credit Agreement and subject to the satisfaction or waiver of the conditions to effectiveness of this Agreement set forth in Section 4 of this Agreement:
(a)    Each Incremental Lender severally agrees to provide Incremental Commitments in the principal amount for such Incremental Lender set forth on Schedule A hereto.  The aggregate principal amount of the Incremental Commitments being provided by all of the Incremental Lenders pursuant to this Agreement is $740,000,000.
(b)    The Incremental Commitments set forth on Schedule A hereto shall have terms identical to the terms of the Tranche A Commitments outstanding under the Credit Agreement immediately prior to the Effective Date that have a Commitment Termination Date of January 15, 2022 (including, without limitation, with respect to the maturity date, pricing, mandatory prepayments and voluntary prepayments) and shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents.  On and after the Effective Date, each reference to (x) a “Tranche A Commitment” or “Tranche A Commitments” 


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or (y) a “Tranche A Advance” or “Tranche A Advances” in the Credit Agreement or herein shall be deemed to include the Incremental Commitments and any Incremental Advances made in respect of the Incremental Commitments established pursuant to this Agreement and all other related terms will have correlative meanings.
(c)    Each of the parties hereto hereby agrees that the Agent may take any and all action as may be reasonably necessary, including the effecting of notional assignments between Incremental Lenders and other Tranche A Lenders of outstanding Tranche A Advances to ensure that, after giving effect to this Agreement, all Incremental Advances, when originally made, are included in each Borrowing of outstanding Advances under the Tranche A Facility on a pro rata basis.
SECTION 2.    Amendment to the Credit Agreement.
(a)    From and after the Effective Date, Schedule I to the Credit Agreement is hereby replaced in its entirety with Schedule I hereto.
SECTION 3.    Representations and Warranties.  By its execution of this Agreement, the Company hereby represents and warrants to the Incremental Lenders that:
(a)    the representations and warranties set forth in Article IV of the Credit Agreement are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the Effective Date, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case it was correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) as of such earlier date; and
(b)    on and as of the Effective Date, no Event of Default or Potential Event of Default shall have occurred and be continuing or would result from the effectiveness of the Incremental Commitments.
SECTION 4.    Conditions of Effectiveness of the Incremental Commitments.  This Agreement shall become effective on the date (the “Effective Date”) when (unless otherwise agreed among the Incremental Lenders and the Company, and consented to by the Agent (such consent not to be unreasonably withheld or delayed)) each of the following conditions shall have been met:
(a)    the Agent shall have received:
		
	i.
	an executed counterpart of this Agreement from the Company, the Agent and each Incremental Lender or, as to any Incremental Lender, evidence satisfactory to the Agent that such Incremental Lender has executed this Agreement;


		
	ii.
	copies of the resolutions of the Board of Directors of the Company, approving this Agreement, certified as of the Effective Date by the Secretary or an Assistant Secretary of the Company;


		
	iii.
	a favorable opinion of William L. Deckelman, Jr., Esq., General Counsel of the Company, dated the Effective Date;




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	iv.
	a certificate of an authorized officer of the Company, dated the Effective Date, stating that the representations and warranties of the Company contained in Section 3 of this Agreement are correct; and


		
	v.
	a notice from the Company requesting the Incremental Commitments and satisfying the requirements set forth in Section 2.20(a) of the Credit Agreement; 


(b)    the Merger shall have been consummated prior to or substantially simultaneously with the effectiveness of this Agreement;
(c)    since April 1, 2016, there has not been any material adverse change in the business, financial condition or operations of the Company and its subsidiaries, taken as a whole; and
(d)    as of the Effective Date, the aggregate Commitments under the Credit Agreement shall not exceed $4,000,000,000.
SECTION 5.    Acknowledgment of New Lender. Each of ING Bank N.V., Dublin Branch and TD Bank, N.A. (collectively, the “New Lenders” and each, a “New Lender”) (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be a Lender under Section 9.07(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its Incremental Commitments, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by its Incremental Commitments and either it, or the Person exercising discretion in making its decision to provide its Incremental Commitments, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received, or has been accorded the opportunity to receive, copies of the most recent financial statements delivered pursuant to Section 5.01(b) thereof and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to provide its Incremental Commitments and (vi) it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to provide its Incremental Commitments; and (b) agrees that (i) it will, independently and without reliance on the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.
SECTION 6.    Reference to and Effect on the Credit Agreement and the other Loan Documents.
(a)    On and after the Effective Date, each reference in the Credit Agreement to (i) “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 Agreement and (ii) each Incremental Lender (x) shall become a “Lender” for all purposes of the Credit Agreement and the other Loan Documents and (y) shall have a “Tranche A Commitment” under the Credit Agreement.


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(b)    The Credit Agreement and each of the other Loan Documents, as specifically amended by this Agreement, 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 Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.  
(d)    On and after the Effective Date, this Agreement is subject to the provisions of Section 9.01 of the Credit Agreement and constitutes a Loan Document.
SECTION 7.    Costs and Expenses.  The Company 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 Agreement (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 8.    Execution in Counterparts.  This Agreement 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 Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.
SECTION 9.    Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
SECTION 10.    Headings.  Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement.
[Remainder of Page Intentionally Left Blank]



IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first written above.
	
		
	DXC TECHNOLOGY COMPANY, as the Company

	By:
	/s/ H.C. Charles Diao

	 
	Name:   H.C. Charles Diao

	 
	Title:   Senior Vice President, Finance and Corporate Treasurer











	
		
	Lloyds Bank plc, as an Incremental Lender

	By:
	/s/ Daven Popa

	 
	Name:   Daven Popa

	 
	Title:   Senior Vice President Transaction Execution Category A






	
		
	[for Lenders requiring two signature blocks]

	By:
	/s/ Erin Walsh

	 
	Name:   Erin Walsh

	 
	Title:   Assistant Vice President Transaction Execution Category A








	
		
	TD BANK, N.A., as an Incremental Lender

	By:
	/s/ Mark Hogan

	 
	Name:   Mark Hogan

	 
	Title:   Senior Vice President








	
		
	PNC Bank, National Association., as an Incremental Lender

	By:
	/s/ Bremmer Kneib

	 
	Name:   Bremmer Kneib

	 
	Title:   Senior Vice President








	
		
	Commerzbank AG, New York Branch, as an Incremental Lender

	By:
	/s/ James Boyle

	 
	Name:   James Boyle

	 
	Title:   Director

	 

	By:
	/s/ Anne Culver

	 
	Name:   Anne Culver

	 
	Title:   Assistant Vice President










	
		
	ING Bank N.V., Dublin Branch., as an Incremental Lender

	By:
	/s/ Sean Hassett

	 
	Name:   Sean Hassett

	 
	Title:   Director

	



By:
	



/s/ Padraig Matthews

	 
	Name:   Padraig Matthews

	 
	Title:   Vice President










	
		
	The Royal Bank of Scotland plc., as an Incremental Lender

	By:
	/s/ Jonathan Eady

	 
	Name:   Jonathan Eady

	 
	Title:   Vice President








	
		
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as an Incremental Lender

	By:
	/s/ Karen H. McClain

	 
	Name:   Karen H. McClain

	 
	Title:   Managing Director
















    
	
		
	BARCLAYS BANK PLC, as an Incremental Lender

	By:
	/s/ Christopher Aitkin

	 
	Name:   Christopher Aitkin

	 
	Title:   Assistant Vice President


















	
		
	Sumitomo Mitsui Banking Corporation as an Incremental Lender

	By:
	/s/ James D. Weinstein

	 
	Name:   James D. Weinstein

	 
	Title:   Managing Director






	
		
	THE BANK OF NOVA SCOTIA, as an Incremental Lender

	By:
	/s/ Diane Emanuel

	 
	Name:   Diane Emanuel

	 
	Title:   Managing Director








	
		
	JPMORGAN CHASE BANK N.A., as an Incremental Lender

	By:
	/s/ Peter B. Thauer

	 
	Name:   Peter B. Thauer

	 
	Title:   Managing Director




Consented to (with respect to the New Lenders only) 
and Accepted By:
	
		
	CITIBANK, N.A., as Agent

	By:
	/s/ Susan M. Olsen

	 
	Name:   Susan M. Olsen

	 
	Title:   Vice President















SCHEDULE A


INCREMENTAL COMMITMENTS




	
		
	Name of Incremental Lender
	Incremental Commitments

	Lloyds Bank plc
	US$180,000,000.00

	TD Bank, N.A.
	US$125,000,000.00

	PNC Bank, National Association
	US$105,000,000.00

	Commerzbank AG New York Branch
	US$80,000,000.00

	ING Bank N.V., Dublin Branch
	US$70,000,000.00

	The Royal Bank of Scotland plc
	US$55,000,000.00

	Wells Fargo Bank, N.A.
	US$45,000,000.00

	Barclays Bank PLC
	US$25,000,000.00

	Sumitomo Mitsui Banking Corporation
	US$25,000,000.00

	The Bank of Nova Scotia
	US$25,000,000.00

	JPMorgan Chase Bank, N.A.
	US$5,000,000.00

	Total
	US$740,000,000.00







Schedule I


LENDERS’ COMMITMENTS


	
										
	Lender
	Tranche A Commitment
	Tranche B Commitment
	Swing Line Commitment

	Bank of America, N.A.
	

	US$220,000,000.00
	

	

	US$55,000,000.00
	

	

	US$100,000,000.00
	


	Lloyds Bank plc
	

	US$255,000,000.00
	

	

	US$20,000,000.00
	

	

	US$100,000,000.00
	


	Mizuho Bank, Ltd.
	

	US$228,333,333.34
	

	

	US$46,666,666.66
	

	

	US$100,000,000.00
	


	Royal Bank of Canada
	

	US$275,000,000.00
	

	 
	

	US$100,000,000.00
	


	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	

	US$220,000,000.00
	

	

	US$55,000,000.00
	

	

	US$100,000,000.00
	


	Citibank, N.A.
	

	US$145,000,000.00
	

	

	US$55,000,000.00
	

	

	US$200,000,000.00
	


	Barclays Bank PLC
	

	US$140,000,000.00
	

	

	US$35,000,000.00
	

	 

	Commerzbank AG, New York Branch
	

	US$155,000,000.00
	

	

	US$20,000,000.00
	

	 

	PNC Bank, National Association
	

	US$160,000,000.00
	

	

	US$15,000,000.00
	

	 

	Sumitomo Mitsui Banking Corporation
	

	US$175,000,000.00
	

	 
	 

	The Bank of Nova Scotia
	

	US$140,000,000.00
	

	 
	 

	Danske Bank A/S
	

	US$125,000,000.00
	

	 
	 

	Goldman Sachs Bank USA
	

	US$125,000,000.00
	

	 
	 

	JPMorgan Chase Bank, N.A.
	

	US$98,000,000.00
	

	

	US$27,000,000.00
	

	

	US$100,000,000.00
	


	TD Bank, N.A.
	

	US$125,000,000.00
	

	 
	 

	The Royal Bank of Scotland plc
	

	US$108,666,666.66
	

	

	US$16,333,333.34
	

	 

	Wells Fargo Bank, National Association
	

	US$90,000,000.00
	

	

	US$35,000,000.00
	

	 

	Capital One
	

	US$70,000,000.00
	

	 
	 

	Commonwealth Bank of Australia
	 
	

	US$70,000,000.00
	

	 

	DBS Bank Ltd.
	 
	

	US$70,000,000.00
	

	 

	ING Bank N.V., Dublin Branch
	

	US$70,000,000.00
	

	 
	 

	Standard Chartered Bank
	

	US$55,000,000.00
	

	

	US$15,000,000.00
	

	 

	The Bank of New York Mellon
	

	US$70,000,000.00
	

	 
	 

	U.S. Bank, National Association
	

	US$70,000,000.00
	

	 
	 

	Scotiabank Europe plc
	 
	

	US$35,000,000.00
	

	 

	   Total Commitments:
	US$3,120,000,000.00
	US$570,000,000.00
	US$800,000,000.00










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