Item 1.01 Entry into a Material Definitive Agreement

On December 13, 2021, CACI International Inc and certain of its subsidiaries (the "Company") entered into an Amended and Restated Credit Agreement with the lenders named therein and Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer (the "Amended and Restated Credit Agreement"). The Amended and Restated Credit Agreement amends and restates in its entirety that certain Credit Agreement, dated as of October 21, 2010 (as previously amended or modified prior to December 13, 2021).

The Amended and Restated Credit Agreement provides for a term loan facility of $1.225 billion and a revolving credit facility of $1.975 billion, each with a maturity date of December 13, 2026. The revolving credit facility under the Amended and Restated Credit Agreement also has subfacilities of $100.0 million for same-day swing line loan borrowings and $25.0 million for letters of credit. At any time and so long as no default has occurred and is continuing and subject to other customary conditions, the Company has the right on one or more occasions to increase its existing term loan facility, incur additional term loan facilities, increase its revolving credit facility or incur other incremental equivalent indebtedness in an aggregate principal amount of up to (i) the greater of $500.0 million and seventy-five percent of the Company's Consolidated EBITDA for the Applicable Period plus (ii) an unlimited amount of indebtedness so long as the Consolidated Senior Secured Net Leverage Ratio of the Company does not exceed 3.75 to 1.00. The obligations under the Amended and Restated Credit Agreement are secured by substantially all of the assets of the Company and its material domestic subsidiaries and guaranteed by the material domestic subsidiaries of the Company, in each case, subject to customary exceptions.

The interest rates applicable to loans under the facilities are floating interest rates that equal a base rate or a Eurodollar rate that is based on LIBOR plus, in each case, an applicable margin based upon the Company's Consolidated Total Net Leverage Ratio. The Amended and Restated Credit Agreement includes customary language in respect of the transition from LIBOR to a successor benchmark interest rate.

The Amended and Restated Credit Agreement requires the Company to comply with certain financial covenants, including a maximum Consolidated Total Net Leverage Ratio and a minimum Consolidated Interest Coverage Ratio. The Credit Agreement also includes customary negative covenants restricting or limiting our ability to guarantee or incur additional indebtedness, grant liens or other security interests to third parties, make loans or investments, transfer assets, declare dividends or redeem or repurchase capital stock or make other distributions, prepay subordinated indebtedness and engage in mergers, acquisitions or other business combinations, in each case, except as expressly permitted under the Amended and Restated Credit Agreement.

Capitalized terms not otherwise defined herein have the meanings set forth in the Amended and Restated Credit Agreement.

The foregoing description of the Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by the complete text of the Amended and Restated Credit Agreement which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.

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Item 9.01 Financial Statement and Exhibits.





Exhibit
Number                                  Description
 10.1       Amended and Restated Credit Agreement, dated December 13, 2021, by and
          among CACI International Inc, the subsidiaries of CACI International Inc
          named therein, Bank of America, N.A., as administrative agent, swing
          line lender and letter of credit issuer, and each of the lenders named
          therein.
  104     Cover Page Interactive Data File (embedded within the Inline XBRL
          document).

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