EX-10.5



 Exhibit 10.5 

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	  	 5 The North Colonnade

Canary Wharf

London

E14 4BB

United Kingdom
  

Tel: +44 (0)20 7623 23 23


  

			
	To:	  	BOOZ ALLEN HAMILTON INC (“Counterparty”)
	Attn:	  	DERIVATIVES CONFIRMATION
	Email/Fax No:	  	
	From:	  	BARCLAYS BANK PLC (LONDON HEAD OFFICE) (“Barclays”)
	Date:	  	30 May 2017
	Reference:	  	nyk10d4df5a / 35910726B / 35910725B / 45234528
	USI:	  	1030209452101135910726BZZZZZZZZZZZZZZZZZZZ

 Interest Rate Swap Confirmation 

The purpose of this letter (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the
Trade Date specified below (the “Transaction”). This Confirmation supersedes any previous Confirmation or other communication with respect to the Transaction and evidences a complete and binding agreement between us as to the terms
of the Transaction. This Confirmation 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. (“ISDA”)) (the “2006 Definitions”), are incorporated into this Confirmation. In the event of
any inconsistency between the 2006 Definitions and this Confirmation, this Confirmation will govern for the purposes of the Transaction. Each party hereto agrees to make payment to the other party hereto in accordance with the provisions of this
Confirmation and of the Agreement. References herein to a “Transaction” shall be deemed to be references to a “Swap Transaction” for the purposes of the 2006 Definitions. 

1. This Confirmation supplements, forms a part of, and is subject to the ISDA Master Agreement dated as of December 11, 2014, as amended and supplemented
from time to time (the “Agreement”) between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. 

Each party represents to the other party as of the Trade Date that (absent a written agreement between the parties that expressly imposes affirmative
obligations to the contrary): 
  

	(a)	 Non-Reliance. It is acting for its own account, and it has made
its own independent decisions to enter into the Transaction and as to whether the Transaction is appropriate or proper based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication
(written or oral) of the other party as investment advice or as a recommendation to enter into the Transaction: it being understood that information and explanations related to the terms and




  
 Barclays Bank PLC is authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority and is a member of the London Stock Exchange. Barclays Bank PLC is registered in England No. 1026167 with its registered
office at 1 Churchill Place, London E14 5HP. 
  
 



 








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	 	conditions of the Transaction shall not be considered investment advice or a recommendation to enter into the Transaction. No communication (written or oral) received from the other party shall be deemed to be an
assurance or guarantee as to the expected results of the Transaction. 

  

	(b)	Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and
risks of the Transaction. It is also capable of assuming, and assumes, the risks of the Transaction. 

  

	(c)	Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of the Transaction. 

  

	(d)	No Agency. It is entering into the Transaction as principal and not as agent of any person. 

  

	(e)	Purpose. It is entering into the Swap Transaction for the purposes of hedging its assets or liabilities or in connection with a line of business. 


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

 

			
	2.	  	TRADE DETAILS
		
	Notional Amount:	  	USD 50,000,000.00
		
	Trade Date:	  	May 24, 2017
		
	Effective Date:	  	April 30, 2018
		
	Termination Date:	  	June 30, 2022; subject to adjustment in accordance with the Modified Following Business Day Convention
	
	Fixed Amounts:
		
	Fixed Rate Payer:	  	Counterparty
		
	Fixed Rate Payer Payment Date(s):	  	The last day of each month in each year from (and including) May 31, 2018 to (and including) the Termination Date; subject to adjustment in accordance with the Modified Following Business Day Convention.
		
	Fixed Rate:	  	1.963% per annum
		
	Fixed Rate Day Count Fraction:	  	Actual/360
	
	Floating Amounts:
		
	Floating Rate Payer:	  	Barclays
		
	Floating Rate Payer Payment Date(s):	  	The last day of each month in each year from (and including) May 31, 2018 to (and including) the Termination Date; subject to adjustment in accordance with the Modified Following Business Day Convention.
		
	Floating Rate:	  	The greater of (x) Floating Rate Option and (y) 0.00%
		
	Floating Rate Option:	  	USD-LIBOR-BBA Notwithstanding Section 7.1 of the 2000 ISDA Definitions, the rate for each Reset Date will be determined on the day that is two
(2) New York and London Banking Days before such Reset Date. The definition of USD-LIBOR-Reference Banks will be deemed to be amended to the same extent as is set forth above.

  

					
		  	BARCLAYS	  	
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	Designated Maturity:	  	1 Month
		
	Spread:	  	None
		
	Floating Rate Day Count Fraction:	  	Actual/360
		
	Reset Dates:	  	The first day in each Calculation Period
		
	Compounding:	  	Inapplicable
		
	Business Days:	  	London and New York
		
	Calculation Agent:	  	As per the Agreement
		
	3.	  	ACCOUNT DETAILS
		
	Payments to Barclays:	  	As per Standard Settlement Instructions
		
	Payments to Counterparty:	  	As per Standard Settlement Instructions
		
	4.	  	OFFICES AND NOTICE DETAILS
		
	Barclays:	  	
		
		  	BARCLAYS
		  	5 THE NORTH COLONNADE
		  	CANARY WHARF
		  	LONDON
		  	E14 4BB
		  	ENGLAND
		  	Telephone: +44 207 773 0177/0178
		  	Facsimile: +44 207 773 6810/6857
		
	Counterparty:	  	
		  	8283 GREENSBORO DRIVE
		  	MCLEAN
		  	VIRGINIA

 Please confirm that the foregoing correctly sets forth all the terms and conditions of our agreement with respect to the by
responding as soon as practicable* by promptly signing in the space provided below and both (i) faxing the signed copy to Incoming Transaction Documentation, Barclays Global OTC Transaction Documentation & Management, Global
Operations, Fax +(44) 20-7773-6810/6045, Tel +(44) 20-7773-0177/0178, and (ii) mailing the signed copy to Barclays Bank PLC, 5 The North Colonnade, Canary Wharf,
London E14 4BB Attention of Incoming Transaction Documentation, Barclays Global OTC Transaction Documentation & Management, Global Operations. 

Your failure to respond as soon as practicable shall not affect the validity or enforceability of the Transaction as against you. 

 

	*	Depending on a range of factors including your jurisdiction, the regulatory requirement that applies to trades with you may require execution of Confirmations by close of business one Business Day after the trade is
executed. 

  

			
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	For and on behalf of	 		 	For and on behalf of
	    BARCLAYS BANK PLC	 		 	BOOZ ALLEN HAMILTON INC
			
	/s/ Claire McAlpine	 		 	/s/ Brian J. Hockenberry
	  
 NAME: Claire McAlpine
	 		 	  
 NAME: Brian J.
Hockenberry

	Authorised Signatory	 		 	Authorised Signatory
	Date: 30 May 2017	 		 	Date: 5/30/17

  

			
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