EX-10.11





 Exhibit 10.11 

 
 



 
  

			
		 	 SMBC CAPITAL MARKETS, INC.
  

277 Park Ave
  

New York, NY 10172, U.S.A


 CONFIRMATION 
  

	Date:	 April 2, 2019 


  


	To:	 Booz Allen Hamilton Inc. 



575 Herndon Pkwy 
 Herndon,
Virginia 20170 
 Attention: Brian Hockenberry 

Phone: 703-377-1036 

Email: hockenberry_brian@bah.com 
  

	From:	 SMBC Capital Markets, Inc. 



277 Park Avenue, Fifth Floor 
 New
York, New York 10172 
  

	cc:	 Documentation Contact: Anthony Frey 



Telephone: 917-262-2701 

Telefax: 212-224-4959 

Email Address: NYConfirms@smbc-cm.com 

 

	Re:	 Swap Transaction, dated as of April 2, 2019 between SMBC Capital Markets, Inc. (“Party A“) and
Booz Allen Hamilton Inc. (“Party B“). 


 Our Reference Number: B979868 

Unique Swap Identifier: 1030443023 PRISM000000000000000000B97986800 

The purpose of this letter agreement is to set forth the terms and conditions of the Swap Transaction entered into between SMBC Capital Markets, Inc. and Booz
Allen Hamilton Inc. on the Trade Date specified below (the “Swap Transaction“). This letter agreement constitutes a “Confirmation“ as referred to in the ISDA Master Agreement specified below. This document supersedes all previous
confirmations and amendments with respect to the above referenced transaction. 
 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. 

1. ISDA AGREEMENT: 
 This Confirmation supplements, forms
a part of, and is subject to, the ISDA Master Agreement dated as of February 6, 2017 (the “Agreement“), between SMBC Capital Markets, Inc. and Booz Allen Hamilton Inc.. All provisions contained in the Agreement shall govern this
Confirmation except as expressly modified below. 
  
  

					
	277 Park Avenue New York, NY 10172	  	PHONE: 917-262-2701 FAX: 212-224-4959	  	Email: AFrey@smbc-cm.com















			
	Page 2	  	B979868

  

 2. TERMS OF SWAP TRANSACTION: 

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

 

			
		
	Notional Amount:	  	USD 50,000,000.00
		
	Trade Date:	  	April 2, 2019
		
	Effective Date:	  	April 30, 2019
		
	Termination Date:	  	June 30, 2024, subject to adjustment in accordance with the Modified Following Business Day Convention
		
	 FLOATING AMOUNTS:
	  	( PARTY A )
		
	Floating Rate Payer:	  	SMBC Capital Markets, Inc.
		
	Floating Rate Payer Payment Dates:	  	Every month on the last calendar day of the month from and including May 31, 2019 up to and including June 30, 2024; subject to adjustment in accordance with the Modified Following Business Day Convention
		
	Floating Rate for initial Calculation Period:	  	To be determined two New York and London Banking Days prior to the Effective Date using the Floating Rate Option with a Designated Maturity of 1 Month
		
	Floating Rate Option:	  	USD-LIBOR-BBA, however the reference to “London Banking Days” in the third line of the definition of “USD-LIBOR-BBA” as published in Section 7.1.(ab).(xxii) of the 2006 ISDA Definitions is replaced by “New York and London Business Days”, provided, however, for each Calculation
Period, if the Floating Rate Option is less than 0.00000 % (percent) per annum, then the Floating Rate for such Calculation Period it will be deemed to be 0.00000 % (percent) per annum
		
	Designated Maturity:	  	1 Month
		
	Spread:	  	Inapplicable
		
	Floating Rate Day Count Fraction:	  	Actual/360
		
	Reset Dates:	  	The first day of each Floating Rate Calculation Period
		
	Compounding:	  	Inapplicable
		
	 FIXED AMOUNTS:
	  	( PARTY B )
		
	Fixed Rate Payer:	  	Booz Allen Hamilton Inc.















			
	Page 3	  	B979868

  


			
		
	Fixed Rate Payer Payment Dates:	  	Every month on the last calendar of the month from and including May 31, 2019 up to and including June 30, 2024; subject to adjustment in accordance with the Modified Following Business Day Convention
		
	Fixed Rate:	  	2.26500 % (percent) per annum
		
	Fixed Rate Day Count Fraction:	  	Actual/360
		
	Business Days for Payments by both parties:	  	New York and London
		
	Calculation Agent:	  	As per the ISDA Master Agreement
		
	3. CREDIT SUPPORT DOCUMENTS:	  	As per the Schedule to the ISDA Master Agreement

 4. PAYMENT INSTRUCTIONS: 

Payments to SMBC Capital Markets, Inc. of USD amounts: 
  

			
	Depository:	  	JPMorgan Chase Bank, National Association
	ABA Routing No.:	  	021000021
	Address:	  	New York, NY
	In Favor Of:	  	SMBC Capital Markets, Inc.
	Account No.:	  	544-7-77993
	CHIPS:	  	295277
	SMBC Ref No:	  	B979868

 Please contact Operations Group if you have any questions concerning SMBC Capital Markets, Inc.‘s payment instructions
referenced above (Telephone: 212-224-5060; Telefax: 212-224-5122). 

Payments to Booz Allen Hamilton Inc. of USD amounts: 
  

			
	Depository:	  	PLEASE ADVISE
		
	In Favor Of:	  	

 Each party will be deemed to represent to the other party on the date on which it enters into this Transaction that (absent a
written agreement between the parties that expressly imposes affirmative obligations to the contrary for this Transaction): 
 (i) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own
judgment 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 this Transaction: it being understood that
information and explanations relating to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this 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 this Transaction. 
 (ii) 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 this Transaction. It is also capable of assuming, and assumes, the risks of
this Transaction. 
 (iii) Status of Parties. The other party is not acting as a fiduciary for or an advisor to it in respect of this Transaction.















			
	Page 4	  	B979868

  

 Please confirm that the foregoing correctly sets forth the terms of the agreement between you and us by
executing this Confirmation and returning it to the documentation contact above. 
 Yours Sincerely, 

SMBC Capital Markets, Inc. 
  

			
	By:	 	/s/ Anthony Frey


			
	 Name:
	 	Anthony Frey
	 Title:
	 	Analyst


			
		
	By:	 	/s/ Danny Boodram


			
	 Name:
	 	 Danny Boodram

	 Title:
	 	 Director


 Confirmed as of the date first written above: 

Booz Allen Hamilton Inc. 
  

			
	By:	 	 /s/ Brian
Hockenberry



			
	 Name:
	 	 Brian Hockenberry

	 Title:
	 	 Assistant Treasurer