Amendment No. 1 dated March 3, 2017 to the Term Loan Agreement dated as of December 16, 2016, by and among Everett SpinCo, Inc. (now known as DXC Technology Company), the lenders and arrangers party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent

AMENDMENT NO. 1 TO THE TERM LOAN CREDIT AGREEMENT (this “Amendment”) among Everett SpinCo, Inc., a Delaware corporation (expected to be reincorporated in Nevada immediately prior to consummation of the Merger) (the “Borrower”), the Lenders (as defined below) party hereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent (the “Administrative Agent”) for the Lenders.

(1)    The Borrower, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent have entered into a Term Loan Credit Agreement dated as of December 16, 2016 (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

(2)    Under the existing terms of the Credit Agreement, Section 2.06(a)(v) provides that the Borrower would be required to repay the aggregate principal amount of the Advances outstanding on the date that is 3 Business Days after the consummation of the Merger (the “Guarantee Stop Date”) and any accrued interest thereon and any fees and other amounts payable under the Credit Agreement in the event that CSC has not executed and delivered the Guaranty on or prior to the Guarantee Stop Date.

(3)    Under the existing terms of the Guaranty, the Guaranty shall terminate and CSC, as the Guarantor, shall be fully and finally released from all of its obligations thereunder, upon the date (the “Guarantee Release Date”) on which the Borrower shall have been (or simultaneously shall be) substituted for the Guarantor as the borrower, issuer or guarantor, as the case may be, in respect of all Indebtedness under the agreements set forth in Schedule I to the Guaranty, the Guarantor’s obligations in respect of such Indebtedness shall have been (or simultaneously shall be) released or such Indebtedness shall have been (or simultaneously shall be) repaid in full.

(4)    CSC entered into amendments in connection with the agreements set forth on Annex I hereto (the “Amended Agreements”) on, with respect to the Dealer Agreement (as defined in Annex I), February 16, 2017 and, with respect to the other agreements set forth on Annex I hereto, February 17, 2017 that provide for the replacement of CSC with the Borrower as borrower, issuer or guarantor, as the case may be, thereunder upon consummation of the Merger and delivery by the Borrower of certain customary closing documentation; it being understood that the replacement of CSC with the Borrower as guarantor in respect of the notes issued under the Dealer Agreement excludes any such notes issued thereunder on or prior to February 16, 2017, and outstanding at the time of, the consummation of the Merger.

(5)    The Indebtedness in respect of the agreements set forth on Annex II hereto (the “Other Agreements”) either (i) does not include a guarantee by CSC of such Indebtedness or (ii) includes a cross-guarantee by CSC as a member of the applicable pooling arrangement that is identical to the cross-guarantees provided by the other members of the applicable pooling arrangement, but does not include a standalone parent guarantee by CSC.

(6)    The Borrower desires to amend the Credit Agreement to, among other things, remove the mandatory prepayment provision relating to CSC executing and delivering the Guaranty on or prior to the date that is 3 Business Days after the consummation of the Merger.

(7)    Pursuant to Section 9.01 of the Credit Agreement, the Majority Lenders (with the acknowledgment of the Administrative Agent) may enter into written agreements amending or changing any provision of the Credit Agreement.

(8)    The parties hereto desire to amend the Credit Agreement as set forth below on the terms as hereinafter set forth.

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.Certain Amendments to Credit Agreement.The Credit Agreement is, subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:

(a)    Section 1.01 is amended by deleting the definitions of “Guarantee Effective Date”, “Guarantee Release Date”, “Guarantee Stop Date”, “Guarantor”, “Guaranty” and “Loan Parties” in their entirety.

(b)    The definition of “Exchange Act Report” in Section 1.01 is amended and restated in its entirety as follows:

“Exchange Act Report” means collectively, the Form S-4, the Annual Reports of the Borrower, if any (and, for dates and periods prior to the Merger, CSC) on Form 10-K, from time to time, the Quarterly Reports on Form 10-Q, from time to time, and Reports on Form 8-K of the Borrower, if any (and for dates and periods prior to the Merger, CSC) filed with or furnished to the SEC from time to time.

(c)    The definition of “Loan Document” in Section 1.01 is amended and restated in its entirety as follows:

“Loan Document” means this Agreement, the Fee Letter and any Note.

(d)    Section 2.06(a)(v) is amended and restated in its entirety as follows:

(v)    for the account of each Lender, in the event that the Spin Transaction and the Merger have not been consummated on or prior to the date that is 30 days after the Funding Date (the “Long Stop Date”), the aggregate principal amount of the Advances outstanding on the Long Stop Date and any accrued interest thereon and any fees and other amounts payable hereunder.

(e)    Section 6.01 is amended by (i) deleting, at the end of clause (h) thereof, the word “or” and (ii) deleting clause (i) in its entirety.

(f)    The lead-in to Section 9.01 is amended by deleting the expression “or, after the Guarantee Effective Date and prior to the Guarantee Release Date, the Guarantor”.

(g)    Section 9.01 is amended by replacing clause (f) in its entirety with the following:

(f)    [Reserved];

(h)    Clause (i) of Section 9.02(a) is amended by deleting therefrom the reference to, and the notice information for, the Guarantor.

(i)    The second sentence of Section 9.02(c) is amended by (i) replacing the comma after “Administrative Agent” with “and” and (ii) deleting the expression “and, from and after the Guarantee Effective Date and prior to the Guarantee Release Date, the Guarantor”.

(j)    Section 9.06 is amended by deleting the last sentence thereof in its entirety.

(k)    After giving effect to Section 1(a), each other reference to “the Loan Parties”, “any Loan Party” or “such Loan Party” in the Credit Agreement shall be replaced with a reference to “the Borrower”.

(l)    Each other reference to “Guarantor” shall be removed in its entirety.

(m)    Exhibit B to the Credit Agreement is deleted in its entirety.

SECTION 2.    Conditions of Effectiveness.This Amendment shall become effective on the first date (the “Effective Date”) on which the Administrative Agent shall have received counterparts hereof executed by the Borrower and the Majority Lenders or, as to any Lender, evidence satisfactory to the Administrative Agent that such Lender has executed this Amendment.

SECTION 3.    Effectiveness of the Guarantee Release Date.The Administrative Agent and each Lender party hereto acknowledges and agrees that, on the Effective Date, without further action by any person or entity, the Guarantee Release Date (as defined in the Credit Agreement prior to giving effect to this Amendment) will be deemed to have occurred.

SECTION 4.    Reference to and Effect on the Credit Agreement and the Other Loan Documents.(a)    On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “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 Amendment.

(a)        The Credit Agreement and the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(b)        The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

(d)     This Amendment is subject to the provisions of Section 9.01 of the Credit Agreement and constitutes a Loan Document.

SECTION 5.    Costs and Expenses.The Borrower agrees to pay promptly on demand all reasonable costs and out-of-pocket expenses of the Administrative Agent (in its capacity as such) in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment (including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder) in accordance with the terms of Section 9.04 of the Credit Agreement.

SECTION 6.    Execution in Counterparts.This Amendment 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 Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 7.    Governing Law.This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

EVERETT SPINCO, INC., as the Borrower

By:    _/s/ Rishi Varma ____________________

Name: Rishi Varma

Title: Director, President and Secretary

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as Administrative Agent and as a Lender

By:    _/s/ Lillian Kim_____________________

Name: Lillian Kim

Title: Director

ROYAL BANK OF CANADA, as a Lender

By:    _/s/ Theodore Brown _______________

Name: Theodore Brown

Title: Authorized Signatory

BANK OF AMERICA, N.A., as a Lender

By:    _/s/ Arti Digme ____________________

Name: Arti Digme

Title: Vice President

LLOYDS BANK PLC, as a Lender

By:    _/s/ Daven Popat ___________________

Name: Daven Popat

Title: Senior Vice President

By:    _/s/ Erin Walsh _____________________

Name: Erin Walsh

Title: Assistant Vice President

MIZUHO BANK, LTD., as a Lender

By:    _/s/ Daniel Guevara __________________

Name: Daniel Guevara

Title: Authorized Signatory

GOLDMAN SACHS BANK USA, as a Lender

By:    _/s/ Ushma Dedhiya __________________

Name: Ushma Dedhiya

Title: Authorized Signatory

CITIBANK, N.A., as a Lender

By:    _/s/ James M. Walsh _________________

Name: James M. Walsh

Title: Managing Director, Vice President

COMMERZBANK AG, NEW YORK BRANCH, as a Lender

By:    _/s/ Tom Kang _____________________

Name: Tom Kang

Title: Head of TMT Coverage

COMMERZBANK AG, NEW YORK BRANCH, as a Lender

By:    _/s/ Anne Culver_____________________

Name: Anne Culver

Title: TMT Coverage

TD BANK, N.A., as a Lender

By:    _/s/ Mark Hogan ___________________

Name: Mark Hogan

Title: Senior Vice President

BARCLAYS BANK PLC, as a Lender

By:    _/s/ Evan Moriarty ___________________

Name: Evan Moriarty

Title: Assistant Vice President

PNC BANK, NATIONAL ASSOCIATION, as a Lender

By:    /s/ Carolyn West _____________________

Name: Carolyn West

Title: Senior Vice President

SUMITOMO MITSUI BANKING CORPORATION, as a Lender

By:    _/s/ James D. Weinstein _______________

Name: James D. Weinstein

Title: Managing Director

BAYERISCHE LANDESBANK, New York Branch, as a Lender

By:    _/s/ Varbin Staykoff

Name: Varbin Staykoff

Title: Senior Director

By:    /s/ Elke Videgain ____________________

Name: Elke Videgain

Title: Vice President

DANSKE BANK A/S, as a Lender

By:    /s/ Meret Ryvald-Christensen ______

Name: Meret Ryvald-Christensen

Title: Chief Loan Manager

By:    _/s/ Gert Carstens________________

Name: Gert Carstens

Title: Senior Loan Manager

DBS BANK LTD., as a Lender

By:    _/s/_________________________

Name:

Title:

FIFTH THIRD BANK, as a Lender

By:    _/s/ Douglas T. Brown

Name: Douglas T. Brown

Title: SVP

ING BANK N.V., DUBLIN BRANCH, as a Lender

By:    _/s/ Padraig Matthews _________________

Name: Padraig Matthews

Title: Vice President

By:    _/s/ Sean Hassett

Name: Sean Hassett

Title: Director

NATIONAL AUSTRALIA BANK LIMITED, as a Lender

By:    _/s/ Michael Peterson

Name: Michael Peterson

Title: Director

THE ROYAL BANK OF SCOTLAND PLC, as a Lender

By:    __/s/ Jonathan Eady ________________

Name: Jonathan Eady

Title: Vice President

THE BANK OF NOVA SCOTIA, as a Lender

By:    _/s/ Diane Emanuel ______________

Name: Diane Emanuel

Title: Managing Director

STANDARD CHARTERED BANK, as a Lender

By:    _/s/ Steven Aloupis _________

Name: Steven Aloupis

Title: Managing Director

STATE BANK OF INDIA, CHICAGO BRANCH, as a Lender

By:    _/s/ Manoranjan Panda _______________

Name: Manoranjan Panda

Title: VP & Head (Credit Mngnt. Head)

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By:    /s/ __ Richard J. Ameny Jr. ___________

Name: Richard J. Ameny Jr.

Title: Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By:    _/s/ Karen H. McClain __________

Name: Karen H. McClain

Title: Managing Director

WESTPAC BANKING CORPORATION, as a Lender

By:    __/s/ Su-Lin Watson ______________

Name: Su-Lin Watson

Title: Director

KBC BANK NV, NEW YORK BRANCH, as a Lender

By:    _/s/ Nicholas Philippides __________

Name: Nicholas Philippides

Title: Vice President

By:    _/s/ Susan M. Silver __________________

Name: Susan M. Silver

Title: Managing Director

THE BANK OF NEW YORK MELLON CORPORATION, as a Lender

By:    _/s/ Daniel Koller ____________________

Name: Daniel Koller

Title: Authorized Signatory

THE NORTHERN TRUST COMPANY, as a Lender

By:    _/s/ Joshua Metcalf________________

Name: Joshua Metcalf

Title: 2VP