EX-10.8



 Exhibit 10.8 

SEVENTH AMENDMENT 
 THIS SEVENTH
AMENDMENT (this “Amendment”) dated as of May 21, 2015 to the Credit Agreement referenced below is by and among CACI International Inc, a Delaware corporation (the “Borrower”), the Guarantors identified on the
signature pages hereto, the Lenders identified on the signature pages hereto and Bank of America, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”). 

W I T N E S S E T H 
 WHEREAS,
revolving credit and term loan facilities have been extended to the Borrower pursuant to the Credit Agreement dated as of October 21, 2010 among the Borrower, the Guarantors identified therein, the Lenders identified therein and the
Administrative Agent (as amended, modified, supplemented, increased and extended from time to time, the “Credit Agreement”); and 

WHEREAS, the Borrower has requested certain modifications to the Credit Agreement and the Required Lenders have agreed to the requested
modifications to the Credit Agreement on the terms and conditions set forth herein. 
 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 (as amended hereby). 
 2. Amendment. The Credit Agreement is hereby amended by amending and restating clause
(b) of the definition of “Change of Control” to read as follows: 
 “(b) during any period of 12
consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of
such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board
or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or
nomination at least a majority of that board or equivalent governing body.” 
 3. Conditions Precedent. This Amendment shall
become effective as of the date hereof upon receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Loan Parties, the Required Lenders and the Administrative Agent. 

4. Amendment is a “Loan Document”. This Amendment is a Loan Document and all references to a “Loan Document” in the
Credit Agreement and the other Loan Documents (including, without limitation, all such references in the representations and warranties in the Credit Agreement and the other Loan Documents) shall be deemed to include this Amendment. 







 5. Representations and Warranties; No Default. Each Loan Party represents and warrants to
the Administrative Agent and each Lender that: 
 (a) The execution, delivery and performance by each Loan Party of this
Amendment and the Credit Agreement as amended hereby have been duly authorized by all necessary corporate or other organizational action, and do not (i) contravene the terms of any of such Person’s Organization Documents;
(ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any material Contractual Obligation to which such Person is a party or affecting such Person or
the properties of such Person or any of its Subsidiaries or (B) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any
material Law. 
 (b) This Amendment has been duly executed and delivered by the Loan Parties and constitutes each of the Loan
Parties’ legal, valid and binding obligations, enforceable against the Loan Parties in accordance with its terms, except (i) as enforceability may be limited by applicable Debtor Relief Laws, by fraudulent conveyance laws or by equitable
principles relating to enforceability, (ii) as enforceability of the Liens granted under the Loan Documents may be limited by anti-assignment provisions in contracts with Government Authorities that are not rendered ineffective by applicable
law and (iii) as enforceability may be limited by the effect of foreign Laws, rules and regulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries. 

(c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental
Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment or the Credit Agreement as amended hereby other than (i) those that
have already been obtained and are in full force and effect, (ii) filings to perfect the Liens created by the Collateral Document and (iii) approvals, consents, exemptions, authorizations or other actions, notices or filings which are not
material. 
 (d) After giving effect to this Amendment, (i) the representations and warranties of each Loan Party
contained in the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects on and as of the date hereof, except to the
extent that (A) such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, and (B) such
representations and warranties are qualified as to materiality, in which case they are true and correct in all respects as of such date (or such earlier date), and (ii) no Default exists. 

6. Reaffirmation of Obligations. Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this
Amendment and other transactions contemplated hereby, (b) affirms all of its obligations under the Credit Agreement (as amended hereby) and the other Loan Documents and (c) agrees that this Amendment and all documents executed in
connection herewith do not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents. 
 7.
Reaffirmation of Security Interests. Each Loan Party (a) agrees that, notwithstanding the effectiveness of this Amendment, the Security Agreement and each of the other Collateral Documents continue to be in full force and effect and are
not impaired or adversely affected in any manner whatsoever, (b) confirms its guaranty of the Obligations and its grant of a security interest pursuant to the Collateral Documents in its assets that constitute Collateral as collateral therefor,
all as provided in the Loan Documents as originally executed and (c) acknowledges that such guaranty and grant continues in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan
Documents. 

  
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 8. No Other Changes. Except as modified hereby, all of the terms and provisions of the
Loan Documents shall remain in full force and effect. 
 9. Counterparts; Delivery. This Amendment may be executed in counterparts
(and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of this Amendment by facsimile or
other electronic imaging means shall be effective as an original. 
 10. 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] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to be duly
executed as of the date first above written. 
  

									
	BORROWER:				CACI INTERNATIONAL INC, a Delaware corporation
					
							By:		 /s/ Thomas A. Mutryn

							Name:		Thomas A. Mutryn
							Title:		Executive Vice President, Chief Financial Officer & Treasurer
			
	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-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
							CACI-ISS, INC., a Delaware corporation
							CACI-SYSTEMWARE INC., a California corporation
							APPLIED SYSTEMS RESEARCH, INC., a Virginia corporation
							TECHNIGRAPHICS, INC., an Ohio corporation
							PANGIA TECHNOLOGIES, LLC, a Nevada limited liability company
							DELTA SOLUTIONS AND TECHNOLOGIES, INC. a Virginia corporation
							CACI-APG, LLC, a Virginia limited liability company
							PARADIGM SOLUTIONS CORPORATION, a Maryland corporation
							TRINITY INFORMATION MANAGEMENT SERVICES, INC.,
							a Nevada corporation
							EMERGINT TECHNOLOGIES, INC., a Georgia corporation
							IDL SOLUTIONS, INC., a Wisconsin corporation
							SIX3 SYSTEMS, INC., a Delaware corporation
							SIX3 SYSTEMS HOLDINGS II, INC., a Delaware corporation
							SIX3 ENTERPRISE SYSTEMS, LLC, a Maryland limited liability company
							SIX3 ADVANCED SYSTEMS, INC., a Virginia corporation
							SIX3 INTELLIGENCE SOLUTIONS, INC., a Virginia corporation
							TICOM GEOMATICS, INC., a Texas corporation
					
							By:		 /s/ Thomas A. Mutryn

							Name:		Thomas A. Mutryn
							Title:		Executive Vice President, Chief Financial Officer & Treasurer









									
	ADMINISTRATIVE AGENT:				BANK OF AMERICA, N.A., as Administrative Agent
					
							 By:
		 /s/ Roberto Salazar

							Name:		Roberto Salazar
							Title:		Vice President









									
	LENDERS:				BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
					
							By:		 /s/ Michael J. Radcliffe

							Name:		Michael J. Radcliffe
							Title:		Senior Vice President
				
							JPMORGAN CHASE BANK, N.A.
					
							By:		 /s/ Anthony Galea

							Name:		Anthony Galea
							Title:		Vice President
				
							SUNTRUST BANK
					
							By:		 /s/ David Simpson

							Name:		David Simpson
							Title:		Director
				
							WELLS FARGO BANK, NATIONAL ASSOCIATION
					
							By:		 /s/ Caroline B. Olzinski

							Name:		Caroline B. Olzinski
							Title:		Vice President
				
							PNC BANK, NATIONAL ASSOCIATION
					
							By:		 /s/ Crissola Kennedy Talsania

							Name:		Crissola Kennedy Talsania
							Title:		Vice President
				
							ROYAL BANK OF CANADA
					
							By:		 /s/ Richard C. Smith

							Name:		Richard C. Smith
							Title:		Authorized Signatory
				
							BARCLAYS BANK PLC
					
							By:		 /s/ Christine Aharonian

							Name:		Christine Aharonian
							Title:		Vice President
				
							REGIONS BANK
					
							By:		 /s/ Gregory H. Jones

							Name:		Gregory H. Jones
							Title:		Senior Vice President









									
							THE BANK OF TOKYO MITSUBISHI UFJ, LTD.
					
							By:		 /s/ Maria Iarriccio

							Name:		Maria Iarriccio
							Title:		Director
				
							FIFTH THIRD BANK
					
							By:		 /s/ Douglas T. Brown

							Name:		Douglas T. Brown
							Title:		Senior Vice President
				
							GOLDMAN SACHS BANK USA
					
							By:		 /s/ Jamie Minieri

							Name:		Jamie Minieri
							Title:		Authorized Signatory
				
							SYNOVUS BANK
					
							By:		 /s/ Matthew McKee

							Name:		Matthew McKee
							Title:		Corporate Banker
				
							MANUFACTURERS BANK
					
							By:		 /s/ Charles Jou

							Name:		Charles Jou
							Title:		Vice President
				
							TD BANK, N.A.
					
							By:		 /s/ Brian Haggerty

							Name:		Brian Haggerty
							Title:		Vice President
				
							CAPITAL ONE NATIONAL ASSOCIATION
					
							By:		 /s/ Joseph C. Costa

							Name:		Joseph C. Costa
							Title:		Senior Vice President









									
							BRANCH BANKING AND TRUST COMPANY
					
							By:		 /s/ John K. Perez

							Name:		John K. Perez
							Title:		Senior Vice President
				
							CITIZENS BANK OF PENNSYLVANIA
					
							By:		 /s/ Peggy Sanders

							Name:		Peggy Sanders
							Title:		Senior Vice President
				
							THE NORTHERN TRUST COMPANY
					
							By:		 /s/ Joshua Metcalf

							Name:		Joshua Metcalf
							Title:		Officer
				
							FIRST COMMONWEALTH BANK
					
							By:		 /s/ Mark A. Woleslagle

							Name:		Mark A. Woleslagle
							Title:		Corporate Banking Associate, AVP
				
							SUMITOMO MITSUI BANKING CORPORATION, NEW YORK
					
							By:		 /s/ David W. Kee

							Name:		David W. Kee
							Title:		Managing Director
				
							STIFEL BANK & TRUST
					
							By:		 /s/ Suzanne Agin

							Name:		Suzanne Agin
							Title:		Vice President
				
							XENITH BANK
					
							By:		 /s/ M.C. O’Grady

							Name:		M.C. O’Grady
							Title:		Senior Vice President