Amendment Deed No. 3 dated as of May 18, 2020 to the Syndicated Facility Agreement dated November 27, 2018, by and among DXC Technology Australia Pty Limited, as borrower, DXC Technology Company, as guarantor, the lenders from time to time party thereto and Mizuho Bank, Ltd., as administrative agent

THIS DEED is made on the date set out on the front cover

The parties to this document and the Lenders are parties to the Facility Agreement.

The parties wish to amend the Facility Agreement in the manner set out in this document.

The following definitions apply in this document.

Amended Facility Agreement means the Facility Agreement, as amended in accordance with this document.

Effective Date has the meaning set out in clause ‎3.3 (Effective Date).

Existing Loans means each Loan (as defined in the Facility Agreement) which is outstanding immediately prior to the Effective Date.

Facility Agreement means the Syndicated Facility Agreement dated 27 November 2018 between the Company, the Original Guarantor, the MLABs named therein, the lenders named therein and the Agent, as amended, restated, or otherwise modified from time to time prior to the Effective Date.

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

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

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

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

“Consolidated Total Net Debt” means, as of any date of determination, Consolidated Total Debt minus the aggregate amount of all cash and cash equivalents on the balance sheet of the Original Guarantor and its Subsidiaries as of such date; provided that such cash and cash equivalents do not appear (and in accordance with GAAP would not be required to appear) as “restricted” on the consolidated balance sheet of the Original Guarantor and its Subsidiaries.

22.2 Consolidated Total Net Debt to Consolidated EBITDA Ratio

The Original Guarantor will not permit at the end of any quarterly financial reporting period the ratio of Consolidated Total Net Debt as of the last day of such quarterly financial reporting period to Consolidated EBITDA for the period of four consecutive fiscal quarters ending on the last day of such quarterly financial reporting period, taken as a single period, to exceed (A) on or prior to April 1, 2021, 3.00 to 1.00, and (B) after April 1, 2021, 2.25 to 1.00.

The Effective Date (Effective Date) is the date on which the following conditions are satisfied:

the Finance Documents.

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

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

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

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

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

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

EXECUTED as a deed.