Exhibit 10.6



 Exhibit 10.6 
 FOURTH AMENDMENT 
 THIS FOURTH AMENDMENT (this “Amendment”) dated as of May 27, 2009
to the Credit Agreement referenced below is by and among CACI INTERNATIONAL INC, a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower identified as “Guarantors” on the signature pages hereto and BANK
OF AMERICA, N.A., as Administrative Agent. 
 W I T N E S S E T H 
 WHEREAS, a revolving credit and term loan facility has been extended to the Borrower pursuant to the Credit Agreement (as amended, modified, supplemented
and extended from time to time, the “Credit Agreement”) dated as of May 3, 2004 among the Borrower, the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A., as Administrative Agent, Swing
Line Lender and L/C Issuer; 
 WHEREAS, the Borrower has requested certain modifications to the Credit Agreement; 
 WHEREAS, the Required Lenders have agreed to the requested modifications on the terms set forth herein and have authorized and directed the
Administrative Agent to enter into this Amendment on their behalf; and 
 WHEREAS, the Administrative Agent has entered into this Amendment
on behalf of itself and the Lenders. 
 NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Defined Terms. Capitalized terms
used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement. 
 2. Amendments.
In Section 8.02 of the Credit Agreement clauses (n) and (o) are renumbered as (o) and (p) and a new clause (n) is inserted to read as set forth below: 
 (n) Investments by the Borrower or any Domestic Subsidiary in any Foreign Subsidiary used by such Foreign Subsidiary solely to pay the purchase price of
Permitted Acquisitions, provided that the aggregate outstanding amount of such Investments shall not at any time exceed the lesser of (i) $55 million and (ii) the aggregate Acquisition Consideration permitted to be paid by the
Borrower and its Subsidiaries under clause (e) of the definition of “Permitted Acquisition” in Section 1.01 of the Credit Agreement. 
 3. Conditions Precedent. This Amendment shall become effective as of the date hereof upon satisfaction of each of the following conditions precedent: 
 (a) receipt by the Administrative Agent of counterparts of this Amendment executed by the Loan Parties; 







 (b) receipt by the Administrative Agent of consents from the Required Lenders authorizing
and directing the Administrative Agent to enter into this Amendment on their behalf; and 
 (c) payment by the Borrower to the
Administrative Agent, for the ratable benefit of each Lender that executes and delivers this Amendment by May 27, 2009 (each an “Approving Lender”), of an amendment fee equal to five basis points (0.05%) on each Approving
Lender’s Revolving Commitment and the outstanding principal amount of the Term B-2 Loan held by each Approving Lender. 
 4.
Reaffirmation of Representations and Warranties. Each Loan Party represents and warrants that, except as affected by this Amendment and the matters referenced herein, the representations and warranties set forth in the Loan Documents are true
and correct as of the date hereof (except those that expressly relate to an earlier period). 
 5. Reaffirmation of Guaranty. Each
Guarantor (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents executed in connection
herewith do not operate to reduce or discharge such Guarantor’s obligations under the Credit Agreement or the other Loan Documents. 
 6. Reaffirmation of Security Interests. Each Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that this Amendment shall in no manner impair
or otherwise adversely effect any of the Liens granted in or pursuant to the Loan Documents. 
 7. No Other Changes. Except as
modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect. 
 8. Counterparts;
Delivery. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than
one such counterpart. Delivery of an executed counterpart of this Amendment by facsimile or other electronic imaging means shall be effective as an original and shall constitute a representation that an original shall be delivered. 
 9. Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws
of the State of New York. 
 [Signature Pages Follow] 







 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Fourth Amendment to be
duly executed and delivered as of the date first above written. 
  

							
	BORROWER:	 	CACI INTERNATIONAL INC, a Delaware corporation	 	
				
		 	By:	 	 /s/ Thomas Mutryn
	 	
		 	Name:	 	Thomas Mutryn	 	
		 	Title:	 	Executive Vice President & CFO	 	
		
	GUARANTORS:	 	CACI PRODUCTS COMPANY, a Delaware corporation
		 	CACI PRODUCTS COMPANY CALIFORNIA, a California corporation
		 	CACI, INC. - FEDERAL, a Delaware corporation
		 	CACI, INC. - COMMERCIAL, a Delaware corporation
		 	CACI TECHNOLOGIES, INC., a Virginia corporation
		 	CACI DYNAMIC SYSTEMS, INC., a Virginia corporation
		 	CACI PREMIER TECHNOLOGY, INC., a Delaware corporation
		 	CACI MTL SYSTEMS, INC., a Delaware corporation
		 	CACI SYSTEMS, INC., a Virginia corporation
		 	CACI-CMS INFORMATION SYSTEMS, INC., a Virginia corporation
		 	CACI ENTERPRISE SOLUTIONS, INC., a Delaware corporation
		 	R.M. VREDENBURG & CO., a Virginia corporation
		 	CACI-WGI, INC., a Delaware corporation
		 	CACI SECURED TRANSFORMATIONS, INC., a Florida corporation
		 	CACI-NSR, INC., a Delaware corporation
		 	CACI TECHNOLOGY INSIGHTS, INC., a Virginia corporation
		 	CACI-ATHENA, INC., a Delaware corporation
		 	BUSINESS DEFENSE AND SECURITY CORPORATION, a Virginia corporation
		 	IPA INTERNATIONAL, INC., a Virginia corporation
		 	CACI-ISS, INC., a Delaware corporation
		 	CACI-IQM, INC., a Virginia corporation	 	
				
		 	By:	 	 /s/ Thomas Mutryn
	 	
		 	Name:	 	Thomas Mutryn	 	
		 	Title:	 	Executive Vice President & CFO	 	
				
	ADMINISTRATIVE	 		 		 	
	AGENT:	 	BANK OF AMERICA, N.A.,	 	
		 	as Administrative Agent for and on behalf of the Lenders	 	
				
		 	By:	 	 /s/ Roberto Salazar
	 	
		 	Name:	 	Roberto Salazar	 	
		 	Title:	 	Assistant Vice President