EX-10.10





 Exhibit 10.10 

April 2, 2019 
  
 



 
  

			
	BOOZ ALLEN HAMILTON INC
	8283 GREENSBORO DRIVE
	MCLEAN, VA 22101
		
	Attn:	  	Brian Hockenberry
	Phone:	  	703-377-1036
	Email:	  	hockenberry_brian@bah.com
		
	From:	  	Marc Gordon
	Phone:	  	202-835-4463
		
	Reference:	  	MX_187306
	USI:	  	1030450478MX_187306

  

					
	The purpose of this letter agreement is to confirm the terms and conditions of the Interest Rate Swap transaction (the “Transaction”) entered into between BOOZ ALLEN HAMILTON INC (“COUNTERPARTY”) and
PNC Bank, National Association (“PNC”) on the Trade Date specified below.
		
	1.	  	The definitions and provisions contained in the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.) and any addenda or revisions thereto, are incorporated into this
Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.
		
	2.	  	This Confirmation constitutes a “Confirmation” as referred to in, and supplements, forms part of and is subject to, that certain ISDA Master Agreement and related Schedule between COUNTERPARTY and PNC, dated
as of December 11, 2018 (as amended, modified, supplemented, renewed or restated from time to time, the “ISDA Master Agreement”). All provisions contained in or incorporated by reference in the ISDA Master Agreement shall supersede
all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, and the ISDA Master Agreement shall govern this Confirmation and the Transaction evidenced hereby, except as
modified expressly below. In the event of any inconsistency between the provisions of the ISDA Master Agreement and this Confirmation, this Confirmation will govern for purposes of the Transaction.
			
	3.	  	Each party represents to the other party that:	  	
		
		  	 (a)   It is acting for its own account as principal, and it has
made its own independent decisions to enter into the ISDA Master Agreement and the Transaction and as to whether the ISDA Master Agreement and the Transaction each is appropriate or proper for it based upon its own judgment and upon advice from such
advisers as it has deemed necessary to permit it to evaluate the merits and risks of the ISDA Master Agreement and the Transaction. 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 ISDA Master Agreement or the Transaction; it being understood that information and explanations related to the terms and conditions of the ISDA Master Agreement or the Transaction shall not be considered investment
advice or a recommendation to enter into the ISDA Master Agreement or 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 ISDA Master
Agreement or the Transaction.

		
		  	 (b)   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 ISDA Master Agreement and the Transaction. It is also capable of assuming, and assumes, the risks of the ISDA Master
Agreement and the Transaction.



  
 PNC Bank, National
Association : 1030450478MX_187306 
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 BOOZ ALLEN HAMILTON INC 

April 2, 2019 
  


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

		
		  	 (d)   It has entered into the Transaction in connection with a line of its
business and for purposes of hedging and not for the purpose of speculation.

		
		  	 (e)   It is an “eligible contract participant”, as that term is
defined in Section 1a(18) of the Commodity Exchange Act and applicable regulations there under.


  

					
	4.	  	The terms of the Transaction to which this Confirmation relates are as follows:
			
		  	Type Of Transaction:	  	Interest Rate Swap
			
		  	Notional Amount:	  	USD 50,000,000.00
			
		  	Trade Date:	  	April 2, 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:	  	COUNTERPARTY
			
		  	Fixed Rate Calculation Periods:	  	The initial Calculation Period will be from and including the Effective Date to but excluding May 31, 2019. Thereafter, from and including the last day of each month to but excluding the last day of the following month. With
the final Calculation Period being from and including May 31, 2025, to but excluding the Termination Date. Each calculation period subject to adjustment in accordance with the Modified Following Business Day Convention.
			
		  	Fixed Rate Payer Payment Dates:	  	The initial payment will commence on May 31, 2019, and thereafter on the last day of each month, and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day
Convention.
			
		  	Fixed Rate:	  	2.3075%
			
		  	Fixed Rate Day Count Fraction:	  	Actual/360
			
		  	Business Days:	  	New York and London

  

					
		  	Floating Amounts:	  	
			
		  	Floating Rate Payer:	  	PNC
			
		  	Floating Rate Calculation Periods:	  	The initial Calculation Period will be from and including the Effective Date to but excluding May 31, 2019. Thereafter, from and including the last day of each month to but excluding the last day of the following month. With
the final Calculation Period being from and including May 31, 2025, to but excluding the Termination Date. Each calculation period subject to adjustment in accordance with the Modified Following Business Day Convention.


  
 PNC Bank, National
Association : 1030450478MX_187306 
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 BOOZ ALLEN HAMILTON INC 

April 2, 2019 
  


					
		 	Floating Rate Payer Payment Dates:	  	The initial payment will commence on May 31, 2019, and thereafter on the last day of each month, and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day
Convention.
			
		 	Floating Rate for Initial Calculation Period:	  	TBD
			
		 	Reset Dates:	  	The first day of each Floating Rate Calculation Period, with Period End Dates subject to adjustment in accordance with the Modified Following Business Day Convention.
			
		 	Floating Rate Option:	  	USD-LIBOR-BBA-Bloomberg; provided, however, that the reference to “London Banking Days” that appears
in the 4th line of the definition of “USD-LIBOR-BBA-Bloomberg” is replaced with “New York and London Banking
Days” (which for purposes of the Transaction means any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in New York, New York and London, England).
Where in no event shall USD-LIBOR-BBA-Bloomberg be below 0.00%.
			
		 	Designated Maturity:	  	One (1) Month
			
		 	Spread:	  	Inapplicable
			
		 	Floating Rate Day Count Fraction:	  	Actual/360
			
		 	Business Days:	  	New York and London
			
		 	Compounding:	  	Inapplicable

  

					
		 	General Terms:	  	
			
		 	Calculation Agent:	  	As set forth by the ISDA Master Agreement.
			
		 	Jury Waiver:	  	EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE ISDA MASTER AGREEMENT, ANY
CREDIT SUPPORT DOCUMENT, THIS CONFIRMATION OR THE TRANSACTION EVIDENCED HEREBY.
			
		 	Governing Law:	  	The Transaction shall be governed by and construed in accordance with the laws of the State of New York, without reference to the choice of law doctrine.
			
		 	Execution in Counterparts:	  	This Confirmation may be executed in counterparts, each of which shall be an original and both of which when taken together shall constitute the same agreement. Transmission by facsimile,
e-mail or other form of electronic transmission of an executed counterpart of this Confirmation shall be deemed to constitute due and sufficient delivery of such counterpart.
			
		 	Electronic Records and Signatures:	  	It is agreed by the parties that the use of electronic signatures and the keeping of records in electronic form be granted the same legal effect, validity and enforceability as a signature affixed by hand or the use of a paper-based
record keeping system (as the case may be) to the extent and as provided for in any applicable law.


  
 PNC Bank, National
Association : 1030450478MX_187306 
 Page 3 of 5 














 BOOZ ALLEN HAMILTON INC 

April 2, 2019 
  

 Periodic Interest Rate Swap Payment Options - Choose One 

Pay by Automatic Debit or Credit 
 I hereby Authorize PNC
Bank to deposit or withdraw any amounts owed to me or by me by initiating credit or debit entries to my account at the Financial Institution indicated below. Further, I authorize my Financial Institution to accept and to credit or debit any entries
initiated by PNC Bank to my account. In the event that PNC Bank deposits funds erroneously into my account, I authorize PNC Bank to debit my account for an amount not to exceed the original amount of the credit. 

 

							
	Bank Name:	  	  
	  		  	
				
	ABA:	  	  
	  		  	
				
	Account #:	  	  
	  		  	
				
	Checking or Savings:	  	  
	  		  	

 This authorization is to remain in full force and effect until PNC Bank and/or
my Financial Institution has received written notice from me of its termination in such time and in such manner as to afford PNC Bank and/or my Financial Institution a reasonable opportunity to act on it. 

Pay by Wire 
 Payments to PNC shall be made in immediately
available funds to: 
  

							
	Bank Name:	  	 PNC Bank, Pittsburgh
	  		  	
				
	ABA:	  	 043-000-096
	  		  	
				
	Account #:	  	 196030010411
	  		  	
				
	Account Of:	  	 Investment Operations
	  		  	
				
	Attention:	  	 Derivative Products
	  		  	

 Payments to COUNTERPARTY shall be made in immediately available funds to: 

 

							
	Bank Name:	  	  
	  		  	
				
	ABA:	  	  
	  		  	
				
	Account #:	  	  
	  		  	
				
	Account Of:	  	  
	  		  	
				
	Attention:	  	  
	  		  	


  
 PNC Bank, National
Association : 1030450478MX_187306 
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 BOOZ ALLEN HAMILTON INC 

April 2, 2019 
  

 PNC Contact Information and Counterparty Contact Information for securing Web Portal Access: 

 

					
	Payments:	  	derivatives.payments@pnc.com	    	412-237-0529
	Audit Confirmation Requests:	  	brokerconf@pnc.com	    	412-237-0544
	Web Portal Access and Customer Onboarding:	  	cam.derivatives@pnc.com	    	412-237-0537

 PNC will provide access to a secure website for the individuals listed below. Access to the site will include the ability to
view the Interest Payment Advice, as well as two documents required by Dodd Frank as follows: i) Mid-market Mark Report; and ii) Portfolio Reconciliation Report. Unless you notify PNC in
writing that you do not agree to receive these Dodd Frank required documents through the website, you agree that the posting of them on the Website is an acceptable and reliable manner of disclosure to you. Logon credentials will be provided after
confirmation has been executed and returned to PNC. Please provide additional names as required. 
  

							
	First Name	  	Last Name	  	Email address	  	Telephone
				
	Ryan	  	Ross	  	Ross_ryan@bah.com	  	571-346-4918
	Brian	  	Hockenberry	  	hockenberry_brian@bah.com	  	703-377-1036

 Please confirm that the foregoing correctly sets forth the terms of our agreement concerning the transaction by signing this
Confirmation where indicated below and returning a signed copy to Matthew Close either by email (derivatives.operations@pnc.com) or fax
(1-855-568-4533) or by overnight delivery (c/o PNC Investment Operations 249 Fifth Avenue, P1-POPP-11-A, Pittsburgh, PA 15222, Attn: Matthew Close). By signing below, COUNTERPARTY acknowledges that it has consented to receive this Confirmation via electronic
mail. 
 Please retain a signed copy of this Confirmation for your records. Should you have any questions, please call Matthew Close at 412-237-0532. 
  

											
	Yours Sincerely,	 		 		 	Accepted and agreed as of the date first above written:
				
	PNC BANK, NATIONAL ASSOCIATION	 	                                      
          	 		 	BOOZ ALLEN HAMILTON INC
						
	By:	 	/s/ Patrick King    	 		 		 	By:	 	/s/ Brian Hockenberry
	Name:	 	Patrick King    	 		 		 	Name:	 	Brian Hockenberry
	Title:	 	Vice President    	 		 		 	Title:	 	Assistant Treasurer


  
 PNC Bank, National
Association : 1030450478MX_187306 
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