EX-10.8





 Exhibit 10.8 
  


			
	 Capital Markets Derivative Operations
 38
Fountain Square MD 10903C
 Cincinnati, OH 45263
 Phone: 855-615-3522
 Date: April 02, 2019
	  	





 To: BOOZ ALLEN HAMILTON INC. 
  

			
	Attention:	  	Ryan Ross
	Phone:	  	571-346-4918
	Email:	  	ROSS_RYAN@BAH.COM
		
	Attention:	  	Royd Alimusa
	Phone:	  	703-377-7083
	Email:	  	ALIMUSA_ROYD@BAH.COM
		
	Attention:	  	Adama Gant
	Email:	  	gant_adama@bah.com

 USI: 1030451071FITB49972RA435553409500000000000 

 

	Re:	 Limit Interest Rate Swaps 49972 



The purpose of this letter agreement (this “Confirmation”) is to confirm the terms 
and conditions of the Transaction

entered into between FIFTH THIRD BANK (“Party A”) and BOOZ ALLEN HAMILTON INC. 
(“Party B”) on the Trade Date

specified below (“Transaction”). This letter constitutes a “Confirmation” as referred 
to in the Agreement specified below. 
 1. Each Transaction entered into under this Confirmation will be subject to, and governed by
the provisions of, the 2006 
 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc., not including subsequent 

amendments or supplements (the “Definitions”). In the event of any inconsistency between the Definitions and this 

Confirmation, this Confirmation will govern. 

2. This Confirmation supplements, forms a part of, and is subject to, the ISDA 
Master Agreement dated as of December

16, 2014, as amended and supplemented from time to time (the “Agreement”), between 
Party A and Party B. All

provisions contained in the Agreement govern this Confirmation except as expressly modified 
below. In the event of any

inconsistency between the Agreement and this Confirmation, this Confirmation will govern. 

3. Each party represents and warrants to the other party as follows: 
  

	 	a)	 Such party is fully informed of and capable of evaluating, and has evaluated, the potential financial benefits
and risks, the tax and accounting implications, the appropriateness in light of its individual financial circumstances, business affairs, and risk management capabilities, and the conformity to its policies and objectives, of this Transaction.



  

	 	b)	 Such party has entered into this Transaction in reliance only upon its own judgment. Neither party holds itself
out as advising, or any of its employees or agents as having the authority to advise, the other party as to whether or not it should enter into this Transaction, and neither party shall have any liability whatsoever in respect of any advice of such
nature given, or views expressed, by it or any such persons to the other party, whether or not such advice is given or such views are expressed at the request of the other party. 



 

	 	c)	 Such party has entered into this Transaction
not for the purpose of speculation. 


 4. Please acknowledge your agreement to the terms hereof by delivering
back to Fifth Third an executed version of this 
 Confirmation. If you do not return an unaltered, fully-executed
version of this Confirmation to Fifth Third within 3 business 
 days of the date of your receipt of this Confirmation, you shall be deemed to have accepted
the terms hereof as set forth 
 herein. 

  

					
		 	Classification: Internal Use	  	
	Fifth Third Bank, Member FDIC	 	Page 1 of 3	  	Ref. 49972














 5. The terms of the particular Transaction to which this Confirmation relates are as follows. 

			
		
	 Transaction Type:
	  	Limit Interest Rate Swap
		
	 Payment Currency:
	  	USD
		
	 Notional Currency:
	  	USD
		
	 Notional Amount:
	  	USD 50,000,000.00
		
	Term:	  	
		
	 Trade Date:
	  	April 02, 2019
		
	 Effective Date:
	  	April 30, 2019
		
	 Termination Date:
	  	June 30, 2025, subject to adjustment in accordance with the Modified Following Business Day convention.
		
	Fixed Amounts:	  	
		
	 Fixed Rate Payer:
	  	BOOZ ALLEN HAMILTON INC.
		
	 Fixed Rate Calculation Periods:
	  	From and including the 31st day of each month to but excluding the31st day of the following month starting with the Effective Date continuing until the Termination Date, subject to adjustment in accordance
with the Modified Following Business Day convention.
		
	 Fixed Rate Payment Date:
	  	Monthly on the last day of each month commencing on May 31, 2019, through and including June 30, 2025, subject to adjustment in accordance with the Modified Following Business Day Convention.
		
	 Fixed Rate:
	  	2.302100%
		
	 Fixed Rate Day Count Fraction:
	  	Act/360
		
	 Fixed Rate Business Day Convention:
	  	Modified Following
		
	 Fixed Rate Business Days:
	  	London and New York
		
	Floating Amounts:	  	
		
	 Floating Rate Payer:
	  	FIFTH THIRD BANK
		
	 Floating Rate Calculation Periods:
	  	From and including the 31st day of each month to but excluding the 31st day of the following month starting with the Effective Date continuing until the Termination Date, subject to adjustment in accordance
with the Modified Following Business Day convention.
		
	 Floating Rate Payment Date:
	  	 Monthly on the last day of each month commencing on May 31, 2019, through and
including June 30, 2025, subject to adjustment in accordance with

the Modified Following Business Day Convention.

		
	 Floating Rate Day Count Fraction:
	  	Act/360
		
	 Floating Rate Business Day Convention:
	  	Modified Following
		
	 Floating Rate Business Days:
	  	London and New York


  

					
	Fifth Third Bank, Member FDIC	 	Page 2 of 3	  	Ref. 49972
		 	Classification: Internal Use	  	















			
		
	 Floating Rate Option:
	  	The greater of A) USD-LIBOR-BBA, provided however, for purposes of this Transaction, Section 7.1 (ab)(xxii) and (ab)(xxv) of the ISDA Definitions 2006 shall be amended and restated by deleting the references contained therein to
“Two London Banking days” and replacing with “Two London and New York Banking Days” or B) 0.000000%.
		
	 Floating Rate Option Designated Maturity:
	  	1 Month (No interpolation.)
		
	 Floating Rate Spread:
	  	None
		
	 Floating Rate Compounding:
	  	Inapplicable
		
	 Floating Rate Method of Averaging:
	  	None
		
	 Floating Rate Reset Dates:
	  	First day of each Calculation Period, subject to adjustment inaccordance with the Modified Following Business Day Convention.
		
	 Floating Rate Rounding Convention:
	  	5 decimal places per the ISDA definition.
		
	 Calculation Agent:
	  	Per the ISDA Master Agreement

 Please confirm that the foregoing correctly sets forth the terms of our agreement by having an authorized officer execute this
Confirmation and returning it to the Capital Markets Derivatives Group at Fifth Third Bank (Fax no. 513-534-3461) or (email: IRD.CapitalMarkets@53.com). 

 

			
	 Yours Truly,
 FIFTH THIRD
BANK



 
			
		
	By:	 	/s/ Sirli Randpere


 
			
	Name:	 	Sirli Randpere
	Title:	 	Vice President


  

			
	BOOZ ALLEN HAMILTON INC.


			
		
	By:	 	/s/ Brian Hockenberry


			
	Name:	 	Brian Hockenberry
	Title:	 	Assistant Treasurer


  

					
	Fifth Third Bank, Member FDIC	 	Page 3 of 3	  	Ref. 49972
		 	Classification: Internal Use