EX-10.4



 Exhibit 10.4 
  

			
	



	  	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.*

New York Branch

	  	1251 Avenue of the Americas
	  	New York, NY 10020-1104

 PS Confirmation 
  

			
	Date Of Message:	  	 Message No:

	05/26/2017	  	 412362


  

	To:	BOOZ ALLEN HAMILTON INC. 


	 	Attn:	Ryan Ross 

 Phone #: 

Fax #: 

	 	Email:	alimusa_royd@bah.com,Ross_Ryan@bah.com 

  

	From:	The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York 

  

	 	Attn:	Treasury & Derivative Operations Department 

 Please return Executed (signed)
Confirmations only to Irisconfirms@us.mufg.jp 
 Any requests or other inquiries, please send to moddocmailbox@us.mufg.jp 

 

			
	Re: Confirmation	  	Our Reference No. NY11100783891

 This message is intended only for the use of the individual or entity named above and may contain information that is
confidential, nonpublic or legally privileged. Any dissemination or distribution of this message other than to its intended recipient is prohibited. If you have received this message in error, please notify the sender promptly. 

  
  

*A member of MUFG, a global financial group 

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	  	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.*

New York Branch

	  	1251 Avenue of the Americas
	  	New York, NY 10020-1104

  

 AMENDMENT 

This Confirmation supersedes and amends all or any previous Confirmation relating to this Transaction 

(BTMU Ref: NY1110-0783891) USI: 1030453794 PYRAMID000000000000NY11100783891 

26 May, 2017 
 BOOZ ALLEN HAMILTON INC. 

The purpose of this document is to set forth the terms and conditions of the Swap Transaction entered into between BOOZ ALLEN HAMILTON INC. (the
“Counterparty”) and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”) on the Trade Date specified below (the “Swap Transaction”). 

This document constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. 

The definitions and provisions contained in the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are
incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. 

1. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of 13 January, 2015, as amended and supplemented
from time to time (the “Agreement”) between BOOZ ALLEN HAMILTON INC. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. All provisions contained in the Agreement shall govern this Confirmation except as expressly modified below. 

2. The terms of the particular Swap Transaction to which this Confirmation relates are as follows: 

 

			
	Trade Date:	  	24 May, 2017
		
	Effective Date:	  	30 April, 2018
		
	Termination Date:	  	30 June, 2022, subject to adjustment in accordance with the Modified Following Business Day Convention.
		
	Notional Amount:	  	USD 50,000,000.00
		
	Fixed Amounts:	  	
		
	 Fixed Rate Payer:
	  	The Counterparty
		
	 Fixed Rate Payer Payment Dates:
	  	The last calendar day of each month in each year from and including 31 May, 2018 up to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention.
		
	 Fixed Rate and Fixed Rate Day Count Fraction
	  	1.963000% per annum on Actual/360
		
	 Business Day for Fixed Amount Payments:
	  	A day, other than Saturday or Sunday, on which banks and foreign exchange markets are open for business in NEW YORK and LONDON.
		
	 Rounding Convention:
	  	All payments to be rounded to the nearest Cent (with one half of a Cent being rounded up)
		
	Floating Amounts:	  	
		
	 Floating Rate Payer:
	  	BTMU


  
  

*A member of MUFG, a global financial group 

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	 Floating Rate Payer Payment Dates:
	  	The last calendar day of each month in each year from and including 31 May, 2018 up to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention.
		
	 Floating Rate:
	  	The greater of (i) 0.00% or (ii) the Floating Rate Option
		
	 Floating Rate Option:
	  	USD-LIBOR-BBA, provided however, the following change is made to the definitions of
USD-LIBOR-BBA and USD-LIBOR-Reference Banks as it appears in the 2006 ISDA Definitions: the term “two London Banking Days
preceding that Reset Date” shall be replaced with “two New York and London Banking Days preceding that Reset Date”.
		
	 Designated Maturity:
	  	1 Month
		
	 Spread:
	  	None
		
	 Floating Rate Day Count Fraction:
	  	Actual/360
		
	 Reset Dates:
	  	First day of each Calculation Period
		
	 Compounding:
	  	Not applicable
		
	 Business Day for Floating Amount Payments:
	  	A day, other than Saturday or Sunday, on which banks and foreign exchange markets are open for business in NEW YORK and LONDON.
		
	 Rounding Convention:
	  	All payments to be rounded to the nearest Cent (with one half of a Cent being rounded up)
		
	 Calculation Agent:
	  	As per the Agreement
		
	 3. Account Details:
	  	
		
	 Payments to the Counterparty:
	  	
		
	 For payments in USD:
	  	Account of BOOZ ALLEN HAMILTON INC.
		  	PLEASE ADVISE SSI
		
	 Payments to BTMU:
	  	
		
	 For payments in USD:
	  	Account of The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
		  	FEDWIRE, ABA 026009632, A/C 97770426

 4. Offices: 
 The Office of the
Counterparty for the Swap Transaction is Wilmington. 
 The Office of BTMU for the Swap Transaction is New York Branch. 

 

			
	Address:	  	Harborside 3
		  	210 Hudson Street, Suite 500
		  	Jersey City, NJ 07311
		
	Attention:	  	Treasury & Derivative Operations Department
		
	SWIFT:	  	BOTKUS33


  
  

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 5. Non-Reliance: 

Each party represents and warrants to the other party that, in connection with this Transaction, (i) it has and will continue to consult with its own
legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it deems necessary, and it has and will continue to make its own investment, hedging and trading decisions (including, without limitation, decisions
regarding the appropriateness and/or suitability of this Transaction) based upon its own independent judgment and upon any advice or recommendation from such advisors as it deems necessary, and not in reliance upon the other party hereto or any of
its Affiliates or any of their respective officers, directors or employees, or any view expressed by any of them, (ii) it has evaluated and it fully understands all the terms, conditions and risks of this Transaction, and it is willing to
assume (financially and otherwise) all such risks, (iii) it has and will continue to act as principal and not agent of any person, and the other party hereto and its Affiliates have not and will not be acting as a fiduciary or financial
investment, commodity trading or other advisor to it, (iv) it is entering into this Transaction in connection with its line of business, and (v) Eligible Contract Participant. It is an eligible contract participant within the meaning of
the U.S. Commodity Exchange Act, as amended. 
 6. Other Provisions: 

You are kindly requested to check the details with your records for correctness and return a copy email with reply “Agreed and Accepted” to
IRISCONFIRMS@US.MUFG.JP with your electronic signature authenticating such email. Or you may send a signed copy via email to Documentation Section at IRISCONFIRMS@US.MUFG.JP . If you are not a “swap dealer”, “major swap
participant” or “financial entity”, each as defined in the Commodity Exchange Act, as amended, and we do not receive the signed copy within two business days of this date, then it shall be deemed that you have accepted the details
given herein. If you are a “swap dealer”, “major swap participant” or “financial entity” and we do not receive the signed copy within one business day of this date, then it shall be deemed that you have accepted the
details given herein. 
 This Confirmation may be executed in one or more counterparts, either in original, telecopy or other electronic form, all of which
together shall constitute one and the same agreement. This Confirmation shall be governed by the laws of the State of New York without regard to conflicts of law principles. 

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy this Confirmation enclosed for that purpose and
returning it to us. 
 This transmission is the only written documentation in respect of this Swap Transaction and accordingly no hard copy Confirmation
will be followed. 
  

					
	Very truly yours,
		
		 	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
			
		 	By	 	/s/ Gary Mirabito
		 		 	  

		 	Name:	 	Gary Mirabito
		 	Title:	 	


  

			
	Accepted and confirmed as of the date first written:
	
	BOOZ ALLEN HAMILTON INC.
		
	By	 	/s/ Brian Hockenberry
		 	  

	Name:	 	Brian Hockenberry
	Title:	 	Assistant Treasurer


  
  

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