EX-10.12





 Exhibit 10.12 
  





 
  

			
	To:	  	Booz Allen Hamilton Inc.
		  	575 Herndon Parkway
		  	Herndon
		  	Virginia 20170
		  	Herndon
		  	VA 20170
		  	United States
		
	Attn:	  	Ryan R Ross
	cc:	  	Royd Alimusa
	cc:	  	Adama Gant
		
	From:	  	Bank of America, N.A.
	Department:	  	Swaps Operations
	Telephone:	  	(+1) 980 683 2797
	Fax:	  	(+1) 866 255 1444

 This Confirmation supersedes and replaces any and all Confirmations previously sent to you in respect of this Transaction.

  

			
	Date:	  	3rd April 2019
	Our Reference No:	  	929144488 / 929144691
	Internal Tracking No:	  	29144488
	Admin No:	  	19BN205394
	USI:	  	1030282338VM29144488

 Dear Sir/Madam, 
 The purpose of
this letter agreement is to confirm the terms and conditions of the Transaction entered into between Booz Allen Hamilton Inc. and Bank of America, N.A. (each a ‘‘party’’ and together ‘‘the parties’’) on the
Trade Date specified below (the ‘‘Transaction’’). This letter agreement constitutes a ‘‘Confirmation’’ as referred to in the ISDA Master Agreement specified below (the ‘‘Agreement’’). 

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

This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 17th December 2014, as amended and supplemented from
time to time, between the parties. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. 
 In this
Confirmation ‘‘Party A’’ means Bank of America, N.A. and ‘‘Party B’’ means Booz Allen Hamilton Inc.. 
 General
Terms: 
 The terms of the particular Transaction to which this Confirmation relates are as follows: 

 

			
		
	 Notional Amount:
	  	USD 50,000,000.00














			
		
	 Trade Date:
	  	2nd April 2019
		
	 Effective Date:
	  	30th April 2019
		
	 Termination Date:
	  	30th June 2024, subject to adjustment in accordance with the Modified Following Business Day Convention
	
	Fixed Amounts:
		
	 Fixed Rate Payer:
	  	Party B
		
	 Fixed Rate Payer
	  	
		
	 Payment Dates:
	  	The last calendar day of each Month, commencing on the last calendar day of May 2019 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
		
	 Fixed Rate:
	  	2.26500 per cent
		
	 Fixed Rate Day
	  	
	 Count Fraction:
	  	Actual/360
	
	Floating Amounts:
		
	 Floating Rate Payer:
	  	Party A
		
	 Floating Rate Payer
	  	
	 Payment Dates:
	  	The last calendar day of each Month, commencing on the last calendar day of May 2019 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
		
	 Floating Rate for initial
	  	
	 Calculation Period:
	  	to be determined
		
	 Floating Rate Option:
	  	USD-LIBOR-BBA provided that the words ‘‘on the day that is two London Banking Days preceding that Reset Date’’ in the third line
of Section 7.1(ab)(xxii) of the Definitions shall be deleted and replaced with the words ‘‘on the day that is two London and New York Banking Days preceding that Reset Date’’. 

		
		  	If ‘‘USD-LIBOR-Reference Banks’’ is applicable as the Floating Rate Option, the words ‘‘on the day that is two London Banking Days preceding that Reset
Date’’ in the third line of Section 7.1(ab)(xxv) of the Definitions shall be deleted and replaced with the words ‘‘on the day that is two London and New York Banking Days preceding that Reset Date’’ subject to a
floor Rate of 0.00000 per cent.














			
	 Designated Maturity:
	  	1 Month
		
	 Spread:
	  	None
		
	 Floating Rate Day
	  	
	 Count Fraction:
	  	Actual/360
		
	 Reset Dates:
	  	First day of each Calculation Period.
		
	 Business Days:
	  	London and New York
		
	 Calculation Agent:
	  	As stated in the Agreement.

 Recording of Conversations: 

Each party to this Transaction acknowledges and agrees to the recording of conversations between trading and marketing personnel of the parties
to this Transaction whether by one or other or both of the parties or their agents. 
 Account Details: 

As advised under separate cover with reference to this Confirmation, each party shall provide appropriate payment instructions to the other party in writing
and such instructions shall be deemed to be incorporated into this Confirmation. 
 Offices: 

 

			
	The Office of Party A for this	  	
	Transaction is:	  	Charlotte—NC, United States
		  	Please send reset notices to fax no. (+1) 866 218 8487
	The Office of Party B for this	  	
	Transaction is:	  	Parsippany—NJ, United States

 Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning
via telecopier an executed copy of this Confirmation in its entirety to the attention of Global FX and Derivative Operations (fax no.(+1) 866 255 1444). 
  

			
		  	Accepted and confirmed as of the date first written:
	Bank of America, N.A.	  	Booz Allen Hamilton Inc.
		
	 /s/ Lisa Palmieri

Lisa Palmieri
 Director
	  	
		
	 Authorised Signatory
	  	 By: /s/ Brian
Hockenberry                        



 

			
		
		  	 Name: Brian Hockenberry

		  	 Title: Assistant Director

		
	 Our Reference Number:
	  	929144488
	 Internal Tracking No:
	  	29144488
		  	Amended