EX-10.6



 Exhibit 10.6 
  

 
 



 
 SWAP TRANSACTION CONFIRMATION 

 

			
	To:	 	Booz Allen Hamilton Inc. (“Counterparty”)
	Legal Entity Identifier (LEI):	 	LEI:549300D7XCH2480XU542
	Attention:	 	Brian Hockenberry
	Phone:	 	(703) 377-1036
	Email:	 	hockenberry_brian@bah.com; jhosan@chathamfinancial.com
		
	From:	 	Wells Fargo Bank, N.A. (“Wells Fargo”)
	Legal Entity Identifier (LEI):	 	LEI: KB1H1DSPRFMYMCUFXT09
	Phone:	 	704-410-5111
	Fax:	 	844-879-8056
	Email:	 	inboundconfirms1@wellsfargo.com
		
	Ref. No:	 	24723419
	Unique Swap Identifier (USI):	 	103039933701W00000000000000000000024723419
		
	Swap Data Repository:	 	DTCC Data Repository, LLC
		
	Date:	 	May 25, 2017

 Dear Brian Hockenberry: 
 This
confirms the terms of the Transaction described below between Counterparty and Wells Fargo. 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. Fixed Amounts and Floating Amounts for each applicable Payment Date hereunder will
be calculated in accordance with the ISDA Definitions, and if any Fixed Amount and Floating Amount are due for the same Payment Date hereunder, then those amounts shall not be payable and instead the Fixed Rate Payer shall pay the positive
difference, if any, between the Fixed Amount and the Floating Amount, and the Floating Rate Payer shall pay the positive difference, if any, between the Floating Amount and the Fixed Amount. 

 

	1.	The terms of the particular Transaction to which the Confirmation relates are as follows: 

  

			
	Transaction Type:	  	Interest Rate Swap
	Currency for Payments:	  	U.S. Dollars
		
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	Notional Amount:	  	USD 50,000,000.00
		
	Term:	  	
	 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 Amount:	  	
	 Fixed Amount Payer:
	  	Counterparty
	 Payment Dates:
	  	Monthly on the last day of each month commencing May 31, 2018, through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention.
	 Business Day Convention:
	  	Modified Following
	 Business Days:
	  	London and New York
	 Fixed Rate:
	  	1.9630%
	 Fixed Rate Day
	  	
	 Count Fraction:
	  	Actual/360
		
	Floating Amounts:	  	
	 Floating Amount Payer:
	  	Wells Fargo
	 Floating Rate:
	  	For any Reset Date, the Floating Rate Option, except that if the Relevant Rate for a Reset Date is equal to or less than 0.00%, the Floating Rate for that Reset Date (exclusive of the Spread) shall be 0.00%.
	 Payment Dates:
	  	Monthly on the last day of each month commencing May 31, 2018, through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention.
	 Business Day Convention:
	  	Modified Following
	 Business Days:
	  	London and New York
	 Floating Rate for initial
	  	
	 Calculation Period:
	  	Determined two London and New York Banking Days prior to the Effective Date
	 Floating Rate Option:
	  	USD-LIBOR-BBA, provided that for the purposes of this Transaction the definition of USD-LIBOR-BBA appearing in
the ISDA Definitions, is amended by deleting the words “the day that is two London Banking Days preceding” and replacing them with “the day that is two London and New York Banking Days preceding”. This means that USD-LIBOR-BBA for any Reset Date will be set two London and New York Banking days prior to that Reset Date rather than two London Banking Days prior to that Reset
Date.
	 Designated Maturity:
	  	1 Month
	 Spread:
	  	None
	 Floating Rate Day
	  	
	 Count Fraction:
	  	Actual/360
		
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	 Floating Rate determined:
	  	Two London and New York Banking Days prior to each Reset Date.
	 Reset Dates:
	  	The first day of each Calculation Period.
	 Compounding:
	  	Inapplicable
	 Rounding Convention:
	  	5 decimal places per the ISDA Definitions.

  

	2.	The additional provisions of this Confirmation are as follows:


			
		
	 Calculation Agent:
	  	Per the ISDA Master Agreement, or if not specified, Wells Fargo
	 Payment Instructions:
	  	Wells Fargo Bank, N.A.
		  	ABA : 121000248
		  	Ref: Trade No: 24723419
		  	Account# : 01014894464228
	 Wells Fargo Contacts:
	  	Settlement and/or Rate Resets:
		  	800-249-3865
		  	704-410-8511
		
		  	Documentation:
		  	Phone: 704-410-5111
		  	Fax: 844-879-8056
		
		  	Collateral:
		  	Phone: 704-410-8116
		  	Fax: 704-410-8515
		  	Email: collateral.mgmt@wellsfargo.com
		
		  	Please quote transaction reference number.
	 Payments to Counterparty:
	  	Per your standing payment instructions or debit authorization if provided to Wells Fargo, as relevant. If not provided, please contact us in order for payment to be made.
		
		  	Phone: 1-800-249-3865 Fax:
704-410-8511

 Eligibility: 

As of the Trade Date, each party represents that it is an “eligible contract participant” within the meaning of the Commodity
Exchange Act (7 USC § 1 et seq), as amended by the Dodd Frank Wall Street Reform and Consumer Protection Act and as modified by 17 C.F.R. § 1.3(m). The ISDA Non-ECP Guarantor Exclusionary Terms
(“Exclusionary Terms”), are incorporated by reference in this Confirmation and apply to the entry into this Transaction by the parties within the meaning of § 2(e) of the Commodity Exchange Act, provided, however, for purposes hereof,
the “written representations” referred to in Section 2(ii) of the Exclusionary Terms shall exclude written representations of a guarantor, if any, that it is an ECP on the Eligibility Date (both as defined in the Exclusionary Terms) made
in any document executed prior to October 12, 2012. For the avoidance of doubt, the Exclusionary Terms will not apply in respect of any guarantor, to any unwind, termination, transfer or other disposition of this Transaction, whether in whole
or in part, to the extent this Transaction is lawfully guaranteed by such guarantor, whether or not such guarantor is an ECP (as defined in the Exclusionary Terms) when such unwind, termination, transfer or other disposition is agreed or effected.

  

			
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 Documentation 

This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement between Wells Fargo and Counterparty dated as of
February 13, 2017, as amended and supplemented from time to time (the “ISDA Master Agreement”). All provisions contained or incorporated by reference in the ISDA Master Agreement will govern this Confirmation except as expressly
modified herein. 
  

			
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 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this
Confirmation and returning it to us. 
  

			
	Very truly yours,
	
	Wells Fargo Bank, N.A.
		
	By:	 	/s/ Corey Rudzinski
		 	  

	Name:	 	Corey Rudzinski
	Its:	 	Authorized Signatory
	
	Ref. No. 24723419


  

			
	Accepted and confirmed as of date first written above:
	
	Booz Allen Hamilton Inc.
		
	By:	 	/s/ Brian Hockenberry
		 	  

	Name:	 	Brian Hockenberry
	Title:	 	Assistant Treasurer

  

			
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