EX-10.1







LOAN AGREEMENT, WAIVER AND AMENDMENT NO. 2, dated
as of February 3, 2011 (this “Agreement”), to the
Existing Credit Agreement referred to below among BAH
Borrower Corporation, a Delaware corporation (the “BAH
Borrower”), Holdings (as defined below), the Borrower (as
defined below), the Administrative Agent (as defined below),
the Collateral Agent (as defined below), the Issuing Lender
(as defined below), the Swingline Lender (as defined below),
the other Loan Parties and the Lenders party hereto.



WHEREAS, pursuant to the Credit Agreement dated as of July 31, 2008 (as previously amended and
restated on December 11, 2009, the “Existing Credit Agreement”), among BOOZ ALLEN HAMILTON
INVESTOR CORPORATION (formerly known as Explorer Investor Corporation), a Delaware corporation
(“Holdings”), BOOZ ALLEN HAMILTON INC. (as successor to Explorer Merger Sub Corporation), a
Delaware corporation (the “Borrower”), the several banks and other financial institutions
or entities from time to time parties thereto (the “Lenders”), CREDIT SUISSE AG, CAYMAN
ISLANDS BRANCH (formerly known as Credit Suisse, Cayman Islands Branch), as Administrative Agent
(in such capacity, the “Administrative Agent”), Collateral Agent (in such capacity, the
“Collateral Agent”), Issuing Lender (in such capacity, the “Issuing Lender”) and
Swingline Lender (in such capacity, the “Swingline Lender”), MERRIL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED (as successor to Banc of America Securities LLC) and CREDIT SUISSE SECURITIES
(USA) LLC as Joint Lead Arrangers, MERRIL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (as successor
to Banc of America Securities LLC), CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS CAPITAL, GOLDMAN
SACHS CREDIT PARTHERS L.P. and MORGAN STANLEY SENIOR FUNDING, INC. as Joint Bookrunners and
SUMITOMO MITSUI BANKING CORPORATION as Co-Manager, the Lenders have agreed to make, and have made,
certain loans and other extensions of credit to the Borrower.



WHEREAS, the BAH Tranche A Term Lenders have agreed to make BAH Tranche A Term Loans in an
aggregate principal amount of $500,000,000, the BAH Tranche B Term Lenders have agreed to make BAH
Tranche B Term Loans in an aggregate principal amount of $500,000,000 and the Additional Revolving
Lenders have agreed to provide Additional Revolving Commitments in an aggregate amount equal to
$30,000,000, in each case on the terms and conditions set forth herein; and



WHEREAS, the net proceeds from the BAH Tranche A Term Loans and BAH Tranche B Term Loans shall
through a series of intercompany transfers be contributed to the Borrower and used by the Borrower
to repay and refinance existing Indebtedness under the Existing Credit Agreement and the Mezzanine
Credit Agreement (collectively, the “Refinancing Transactions”); and



WHEREAS, the Borrower has requested certain amendments to the Existing Credit Agreement in
connection with the Refinancing Transactions; and



WHEREAS, the Borrower and the Lenders have agreed to amend and restate the Existing Credit
Agreement, amend the Guarantee and Collateral Agreement and waive the Existing Defaults on the
terms and conditions contained herein.



NOW, THEREFORE, the Borrower, the BAH Borrower, the Guarantors, the Lenders, the
Administrative Agent, the Collateral Agent, the Issuing Lender and the Swingline Lender hereby
agree as follows:



ARTICLE 1




Definitions




Section 1.1. Defined Terms. Terms defined in the Amended and Restated Credit
Agreement (as defined in Section 2.1 hereof) and used herein shall have the meanings assigned to
such terms in the Amended and Restated Credit Agreement, unless otherwise defined herein or the
context otherwise requires. As used in this Agreement, the terms listed in this Section 1.1 shall
have the meanings set forth in this Section 1.1:



“BAH Lenders”: the collective reference to the BAH Tranche A Term Lenders and the BAH
Tranche B Term Lenders.



“BAH Term Loans”: the collective reference to the BAH Tranche A Term Loans and the
BAH Tranche B Term Loans.



“BAH Tranche A Term Commitment”: as to any BAH Tranche A Term Lender, the obligation
of such BAH Tranche A Term Lender to make a BAH Tranche A Term Loan to the BAH Borrower in the
principal amount set forth under the heading “BAH Tranche A Term Commitment” opposite such BAH
Tranche A Term Lender’s name on Schedule 3.1 to this Agreement. The original aggregate
amount of the BAH Tranche A Term Commitments is $500,000,000.



“BAH Tranche A Term Lender”: each BAH Lender that has a BAH Tranche A Term Commitment
or that holds a BAH Tranche A Term Loan.



“BAH Tranche A Term Loan”: as defined in Section 3.1.



“BAH Tranche B Term Commitment”: as to any BAH Tranche B Term Lender, the obligation
of such BAH Tranche B Term Lender to make a BAH Tranche B Term Loan to the BAH Borrower in the
principal amount set forth under the heading “BAH Tranche B Term Commitment” opposite such BAH
Tranche B Term Lender’s name on Schedule 3.1 to this Agreement. The original aggregate
amount of the BAH Tranche B Term Commitments is $500,000,000.



“BAH Tranche B Term Lender”: each BAH Lender that has a BAH Tranche B Term Commitment
or that holds a BAH Tranche B Term Loan.



“BAH Tranche B Term Loan”: as defined in Section 3.1.



“Effective Date”: as defined in Section 4.1.



“Existing Defaults”: as defined in Section 2.4.



ARTICLE 2




Amendments and Waivers




Section 2.1. Amended and Restated Credit Agreement. As of the Effective Date, the
Existing Credit Agreement is hereby amended and restated in its entirety, in the form attached
hereto as Exhibit A (the “Amended and Restated Credit Agreement”).



Section 2.2. Amendment of Schedules. As of the Effective Date, the Schedules to the
Existing Credit Agreement are hereby amended and restated in their entirety, in the forms attached
hereto as Exhibit B.



Section 2.3. Amendment of the Guarantee and Collateral Agreement. As of the Effective
Date, the Guarantee and Collateral Agreement is hereby amended as follows:



Section 2.3.1 Section 1.1(b) of the Guarantee and Collateral Agreement is hereby amended as
follows:



Section 2.3.1.1 by adding the following new definition, to appear in proper alphabetical
order:




“Borrower Foreign Currency L/C Agreement Obligations”: the collective
reference to all obligations and liabilities of the Borrower and any other Loan Party
(including, without limitation, interest accruing at the then applicable rate provided in
any Specified Foreign Currency L/C Agreement after the filing of any petition in bankruptcy,
or the commencement of any insolvency, reorganization or like proceeding, relating to the
Borrower, whether or not a claim for post-filing or post-petition interest is allowed or
allowable in such proceeding) to any Lender or any Affiliate of any Lender (or any Lender or
any Affiliate thereof at the time such Specified Foreign Currency L/C Agreement was entered
into) (each, a “Foreign Currency L/C Provider”), whether direct or indirect,
absolute or contingent, due or to become due, or now existing or hereafter incurred, in each
case, which may arise under, out of, or in connection with, any Specified Foreign Currency
L/C Agreement or any other document made, delivered or given in connection therewith, in
each case whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all fees and
disbursements of counsel to the relevant Lender or Affiliate thereof that are required to be
paid by the Borrower and/or such other Loan Party, as the case may be, pursuant to the terms
of any Specified Foreign Currency L/C Agreement) so long as, unless the Collateral Agent
agrees otherwise, the relevant Foreign Currency L/C Provider executes and delivers to the
Administrative Agent a letter agreement in form and substance acceptable to the
Administrative Agent pursuant to which the relevant Foreign Currency L/C Provider (i)
appoints the Administrative Agent as its agent under the applicable Specified Foreign
Currency L/C Agreement and (ii) agrees to be bound by the provisions of Section 9.3, 9.7,
10.11 and 10.12 of the Credit Agreement.



Section 2.3.1.2 by inserting “(each, a “Hedge Provider”)” immediately following the
parenthetical “(or any Lender or any Affiliate thereof at the time such Specified Hedge Agreement
was entered into)” in the definition of “Borrower Hedge Agreement Obligations.”



Section 2.3.1.3 by amending and restating the definition of “Borrower Obligations” in its
entirety as follows:




“Borrower Obligations”: the collective reference to (i) the Borrower Credit
Agreement Obligations, (ii) the Borrower Hedge Agreement Obligations, (iii) the Borrower
Foreign Currency L/C Obligations and (iv) the Borrower Cash Management Obligations, but, as
to clauses (ii), (iii) and (iv) hereof, only to the extent that, and only so long as, the
Borrower Credit Agreement Obligations are secured and guaranteed pursuant hereto.



Section 2.3.1.4 by deleting “$2,500,000” in the definition of “Material Government Contracts”
and replacing it with “$5,000,000.”



Section 2.3.2 Section 2.1(d), Section 2.1(e), Section 2.3, the preamble to Section 5, Section
6.5(ii) and Section 8.15(a), are each hereby amended by deleting the parenthetical “(other than
Borrower Hedge Agreement Obligations, Borrower Cash Management Obligations and contingent or
indemnification obligations not then due)” and replacing it with “(other than Borrower Hedge
Agreement Obligations, Borrower Foreign Currency L/C Obligations, Borrower Cash Management
Obligations and contingent or indemnification obligations not then due).”



Section 2.3.3 Section 8.15(b) is hereby amended by inserting the following phrase at the end
of the first sentence thereof “, including, for the avoidance of doubt, notices of termination of
the assignment and other related documents with respect to any Property for which an assignment has
been made pursuant to any of the Loan Documents (including pursuant to Section 5.3 of this
Agreement) which is being sold, transferred or otherwise disposed of by any Grantor in a
transaction permitted by the Credit Agreement.”



Section 2.4. Waiver. The Required Lenders, the Administrative Agent and Collateral
Agent hereby waive:



Section 2.4.1 any Default or Event of Default that has arisen or may arise under the Loan
Documents, including without limitation, Defaults or Events of Default under Sections 6.2(b), 6.7,
6.8 or 7.16 of the Existing Credit Agreement, by reason of the failure of the Borrower to notify
the Administrative Agent and the Collateral Agent that the name of Aestix, Inc., a Loan Party, was
changed on February 24, 2010, to Booz Allen Hamilton International, Inc. or the Borrower’s failure
to deliver to the Collateral Agent financing change statements under the Uniform Commercial Code to
maintain the validity, perfection and priority of the security interest in Booz Allen Hamilton
International, Inc. and its property constituting Collateral under the Security Documents
(collectively, the “Existing Defaults”).



Section 2.4.2 any failure of any representation or warranty made by the Borrower pursuant to
Section 5.2 of the Credit Agreement to be true and correct as a result of any of the Existing
Defaults.



ARTICLE 3




BAH Tranche A Term Loans, BAH Tranche B Term Loans and Additional Revolving Commitments




Section 3.1. BAH Term Commitments. Subject to the terms and conditions hereof, (a)
each BAH Tranche A Term Lender severally agrees to make a term loan (a “BAH Tranche A Term
Loan”) in Dollars to the BAH Borrower on the Effective Date in the amount of the BAH Tranche A
Term Commitment of such BAH Tranche A Term Lender and (b) each BAH Tranche B Term Lender severally
agrees to make a term loan (a “BAH Tranche B Term Loan”) in Dollars to the BAH Borrower on
the Effective Date in the BAH Tranche B Term Commitment of such BAH Tranche B Term Lender.



Section 3.2. Procedure for BAH Term Loan Borrowing. The BAH Borrower shall give the
Administrative Agent irrevocable written notice (which notice must be received by the
Administrative Agent prior to 12:00 Noon, New York City time, two Business Days prior to the
anticipated Effective Date) requesting that the applicable BAH Lenders make the applicable BAH Term
Loans on the Effective Date and specifying the amount to be borrowed and the requested Interest
Period, if applicable. Upon receipt of such notice the Administrative Agent shall promptly notify
each applicable BAH Lender thereof. Subject to satisfaction of the conditions set forth in Section
4.1, not later than 11:00 A.M., New York City time, on the Effective Date each applicable BAH
Lender shall make available to the Administrative Agent at the Funding Office an amount in
immediately available funds equal to the BAH Term Loan or BAH Term Loans to be made by such BAH
Lender on such date. The Administrative Agent shall credit the account designated in writing by
the BAH Borrower to the Administrative Agent with the aggregate of the amounts made available to
the Administrative Agent by the BAH Lenders in immediately available funds. It being understood
that on the Effective Date, (a) BAH Borrower will contribute the net proceeds of the BAH Term Loans
to Holdings as common equity, (b) Holdings will contribute all such proceeds received by it to the
Borrower as common equity and (c) the Borrower will apply all such proceeds in accordance with
Section 6.9 of the Amended and Restated Credit Agreement.



Section 3.3. Terms of BAH Term Loans. Before and until all of the outstanding Terms
Loans (as defined in the Existing Credit Agreement) have been repaid in full, the BAH Tranche A
Term Loans and the BAH Tranche B Term Loans will be governed by the terms of the Amended and
Restated Credit Agreement applicable to Tranche A Term Loans and Tranche B Term Loans,
respectively, whether or not the Amended and Restated Credit Agreement is then in effect. On the
Effective Date upon the repayment in full of all of the outstanding Term Loans (as defined in the
Existing Credit Agreement) and the effectiveness of the amendments set forth in Article 2, (a) the
BAH Borrower hereby irrevocably assigns to the Borrower, and the Borrower hereby irrevocably
assumes from BAH Borrower, all of BAH Borrower’s rights and obligations in respect of the BAH Term
Loans hereunder, (b) the BAH Tranche A Term Loan of each BAH Tranche A Term Lender shall become a
Tranche A Term Loan under the Amended and Restated Credit Agreement, and each BAH Tranche A Term
Lender shall be deemed to be a party to, and a Tranche A Term Lender, under the Amended and
Restated Credit Agreement and (c) the BAH Tranche B Term Loan of each BAH Tranche B Term Lender
shall become a Tranche B Term Loan under the Amended and Restated Credit Agreement, and each BAH
Tranche B Term Lender shall be deemed to be a party to, and a Tranche B Term Lender, under the
Amended and Restated Credit Agreement.



Section 3.4. Additional Revolving Commitments. On the Effective Date upon
effectiveness of the amendments set forth in Article 2, (i) the Revolving Commitment of each
Additional Revolving Lender that has an Existing Revolving Commitment shall be automatically and
without further action increased by an amount equal to such Additional Revolving Lender’s
Additional Revolving Commitment and (ii) each Additional Revolving Lender that does not have an
Existing Revolving Commitment shall automatically and without further action be deemed to be a
party to, and a Revolving Lender under, the Amended and Restated Credit Agreement with a new
Revolving Commitment in an amount equal to such Revolving Lender’s Additional Revolving Commitment.
Immediately after giving effect to the increase in the Revolving Commitments on the Effective Date
(as contemplated by the immediately preceding sentence), the Revolving Commitments of each Lender
whose Revolving Commitments exceed the amount set forth opposite its name on Schedule 3.4
(each, an “Assigning Lender”) shall be automatically assigned to Lenders whose Revolving
Commitments are less than the amount set forth opposite their names on Schedule 3.4 (each,
an “Assuming Lender”) and each Assuming Lender shall automatically have assumed Revolving
Commitments from the Assigning Lenders, in each case, in an amount sufficient so that the Revolving
Commitments of each Lender is equal to the amount set forth opposite its name on Schedule
3.4.



ARTICLE 4




Conditions




Section 4.1. Conditions to BAH Loan Effectiveness and Waivers. This Agreement and the
obligations of each BAH Lender to make BAH Term Loans hereunder shall become effective as of the
date (the “Effective Date”) on which:



Section 4.1.1 Agreement. The Administrative Agent shall have received this Agreement,
executed and delivered by the BAH Borrower, the Borrower, each Guarantor, the Collateral Agent, the
Issuing Lender, the Swingline Lender, each Lender holding Revolving Commitments under the Existing
Credit Agreement, each BAH Term Lender and each Additional Revolving Lender;



Section 4.1.2 No Default. No Default or Event of Default (other than the Existing
Defaults) shall exist as of the Effective Date, both immediately before and immediately after
giving effect to this Agreement and the borrowing of the BAH Tranche A Term Loans and the BAH
Tranche B Term Loans, and the making of the Additional Revolving Commitments;



Section 4.1.3 Representations and Warranties. All of the representations and
warranties (other than representations and warranties which are not true and correct as a result of
matters described in Section 2.4 hereof) contained in the Loan Documents and in Sections 5 and 6 of
this Agreement shall be true and correct in all material respects on the Effective Date, both
immediately before and immediately after giving effect to this Agreement and the borrowing of the
BAH Tranche A Term Loans and the BAH Tranche B Term Loans and the making of the Additional
Revolving Commitments, with the same effect as though such representations and warranties had been
made on and as of the Effective Date (unless such representation or warranty relates to a specific
date, in which case such representation or warranty shall be true and correct in all material
respects as of such specific date);



Section 4.1.4 Borrowing Notice. The Administrative Agent shall have received a notice
of Borrowing from the BAH Borrower pursuant to Section 3.2 of this Agreement with respect to the
BAH Tranche A Term Loans and BAH Tranche B Term Loans;



Section 4.1.5 Fees. The Administrative Agent shall have received all fees and other
amounts due and payable on or prior to the Effective Date, including, to the extent invoiced at
least 3 Business Days prior to the Effective Date, reimbursement or payment of all reasonable and
documented out-of-pocket expenses (including the reasonable fees, charges and disbursements of
Cravath, Swaine & Moore LLP, counsel to the Administrative Agent) required to reimbursed or paid by
the Borrower hereunder or under any other Loan Document;



Section 4.1.6 Legal Opinions. The Administrative Agent shall have received an
executed legal opinion of (i) Debevoise & Plimpton LLP, special New York counsel to the Loan
Parties, substantially in the form of Exhibit D-1 and (ii) Morris, Nichols, Arsht & Tunnell
LLP, special Delaware counsel to the Loan Parties, substantially in the form of
Exhibit D-2;



Section 4.1.7 Closing Certificate. The Administrative Agent shall have received a
certificate of BAH Borrower, the Borrower and each of the other Loan Parties, dated as of the
Effective Date, each substantially in the form of Exhibit E, with appropriate insertions
and attachments; and



Section 4.1.8 USA Patriot Act. The Lenders shall have received from the BAH Borrower
and each of the Loan Parties documentation and other information requested by any Lender no less
than 10 calendar days prior to the Effective Date that is required by regulatory authorities under
applicable “know your customer” and anti-money laundering rules and regulations, including, without
limitation, the USA Patriot Act.



Section 4.1.9 Financing Statement. A UCC-1 financing statement naming Booz Allen
Hamilton International, Inc., as debtor and Credit Suisse AG, Cayman Islands Branch, as secured
party, shall have been filed with Secretary of State of Delaware.



Section 4.2. Amendment and Restatement Effectiveness. Each of the amendments set
forth in Sections 2.1, 2.2 and 2.3 and each of the waivers set forth in Section 2.4 shall become
effective on the Effective Date immediately following the repayment in full of all of the
outstanding Term Loans (as defined in the Existing Credit Agreement).



ARTICLE 5

Representations and Warranties of Borrower




Section 5.1. Representations and Warranties; No Default. In order to induce the
Lenders to enter into this Agreement and to make the BAH Tranche A Term Loans, the BAH Tranche B
Term Loans and the Additional Revolving Commitments, the Borrower hereby represents and warrants
that:



Section 5.1.1 no Default or Event of Default (other than the Existing Defaults) exists as of
the Effective Date, both immediately before and immediately after giving effect to this Agreement
and the borrowing of the BAH Tranche A Term Loans and the BAH Tranche B Term Loans, and the making
of the Additional Revolving Commitments; and



Section 5.1.2 all of the representations and warranties (other than the representations and
warranties which are not true and correct as a result of matters described in Section 2.4)
contained in the Amended and Restated Credit Agreement and in the other Loan Documents are true and
correct in all material respects on the Effective Date, both immediately before and immediately
after giving effect to this Agreement and the borrowing of the BAH Tranche A Term Loans and the BAH
Tranche B Term Loans and the making of the Additional Revolving Commitments, with the same effect
as though such representations and warranties had been made on and as of the Effective Date (unless
such representation or warranty relates to a specific date, in which case such representation or
warranty shall be true and correct in all material respects as of such specific date).



ARTICLE 6

Representations and Warranties of BAH Borrower




Section 6.1. Representations and Warranties. In order to induce the Lenders to enter
into this Agreement and to make the BAH Tranche A Term Loans, the BAH Tranche B Term Loans and the
Additional Revolving Commitments, the BAH Borrower hereby represents and warrants that:



Section 6.1.1 Existence; Compliance with Law. BAH Borrower (a) (i) is duly
incorporated, validly existing and in good standing under the laws of the jurisdiction of its
incorporation and (ii) has the corporate power and authority, and the legal right, to own and
operate its Property, to lease the Property it operates as lessee and to conduct the business in
which it is currently engaged, except where the failure to do so would not reasonably be expected
to have a Material Adverse Effect and (b) is in compliance with all Requirements of Law except to
the extent that any such failure to comply therewith would not have a Material Adverse Effect.



Section 6.1.2 Corporate Power; Authorization; Enforceable Obligations.



Section 6.1.2.1 BAH Borrower has the corporate power and authority to make, deliver and
perform this Agreement and to borrow hereunder. BAH Borrower has taken all necessary corporate
action to authorize the execution, delivery and performance of this Agreement and to authorize the
extensions of credit on the terms and conditions of this Agreement.



Section 6.1.2.2 No consent or authorization of, filing with, notice to or other act by or in
respect of, any Governmental Authority is required in connection with the extensions of credit
hereunder or the execution, delivery, performance, validity or enforceability of this Agreement,
except (i) consents, authorizations, filings and notices described in Schedule 4.4 to the Amended
and Restated Credit Agreement, which consents, authorizations, filings and notices have been
obtained or made and are in full force and effect or the failure to obtain which would not
reasonably be expected to have a Material Adverse Effect and (ii) the filings referred to in
Section 4.17 of the Amended and Restated Credit Agreement.



Section 6.1.2.3 This Agreement has been duly executed and delivered on behalf of BAH Borrower.
This Agreement constitutes a legal, valid and binding obligation of BAH Borrower, enforceable
against BAH Borrower in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles (whether enforcement
is sought by proceedings in equity or at law) and the implied covenants of good faith and fair
dealing.



Section 6.1.3 No Legal Bar. The execution, delivery and performance of this Agreement
by BAH Borrower, the borrowings hereunder and the use of the proceeds thereof will not (a) violate
the organizational or governing documents of BAH Borrower, (b) except as would not reasonably be
expected to have a Material Adverse Effect, violate any Requirement of Law binding on BAH Borrower
or any Contractual Obligation of BAH Borrower or (c) except as would not have a Material Adverse
Effect, result in, or require, the creation or imposition of any Lien on any of its properties or
revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the
Liens permitted by Section 7.3 of the Amended and Restated Credit Agreement).



Section 6.1.4 Investment Company Act. BAH Borrower is not an “investment company,” or
a company “controlled” by an “investment company,” within the meaning of the Investment Company Act
of 1940, as amended.



ARTICLE 7

Covenant




Section 7.1. BAH Borrower and Holdings covenant and agree to use their respective best efforts
to cause the BAH Merger to take place on the Effective Date following the effectiveness of the
Amended and Restated Credit Agreement.



ARTICLE 8

Miscellaneous




Section 8.1. Security.



Section 8.1.1 The Borrower acknowledges that (i) the Tranche A Term Loans, the Tranche B Term
Loans and any Revolving Loans and Reimbursement Obligations in respect of Additional Revolving
Commitments constitute Borrower Obligations (as defined in the Guarantee and Collateral Agreement),
(ii) the Guarantee and Collateral Agreement, as amended hereby, shall continue to be in full force
and effect and (iii) all Liens granted by the Borrower as security for the Borrower Obligations
pursuant to the Guarantee and Collateral Agreement, as amended hereby, continue in full force and
effect.



Section 8.1.2 Each Guarantor acknowledges that (i) the Tranche A Term Loans, the Tranche B
Term Loans and any Revolving Loans and Reimbursement Obligations in respect of Additional Revolving
Commitments constitute Borrower Obligations (as defined in the Guarantee and Collateral Agreement)
and (ii) notwithstanding the execution and delivery of this Agreement and the amendment and
restatement of the Existing Credit Agreement pursuant hereto, (a) the Guarantee and Collateral
Agreement, as amended hereby, shall continue to be in full force and effect, (b) the Guarantor
Obligations of such Guarantor are not impaired or, except as expressly set forth herein, affected
and (c) all guarantees made by such Guarantor pursuant to the Guarantee and Collateral Agreement,
as amended hereby, and all Liens granted by such Guarantor as security for the Guarantor
Obligations of such Guarantor pursuant to the Guarantee and Collateral Agreement, as amended
hereby, continue to be in full force and effect and benefit the Borrower Obligations described in
clause (i) of this Section 8.1.2; and, further, confirms and ratifies its obligations under each of
the Loan Documents executed by it, as amended hereby.



Section 8.2. Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



Section 8.3. Continuing Effect; No Other Waivers or Amendments. Except as expressly
set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or
the Loan Parties under the Amended and Restated Credit Agreement or any other Loan Document, and
shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Amended and Restated Credit Agreement or any other Loan
Document, all of which are ratified and affirmed in all respects and shall continue in full force
and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Amended and Restated Credit Agreement or any other Loan Document in
similar or different circumstances. After the Effective Date, any reference in any Loan Document
to the Credit Agreement shall mean the Amended and Restated Credit Agreement and any reference to
the Guarantee and Collateral Agreement in any Loan Document to the Guarantee and Collateral
Agreement shall mean the Guarantee and Collateral Agreement as amended hereby.



Section 8.4. Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Delivery of an executed
signature page of this Agreement by facsimile or electronic (i.e. “pdf”) transmission shall be
effective as delivery of a manually executed counterpart hereof.



Section 8.5. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS TO THE
EXTENT THAT THE SAME ARE NOT MANDATORILY APPLICABLE BY STATUTE AND THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



Section 8.6. Credit Agreement Provisions. Sections 10.2, 10.5, 10.6, 10.12, 10.13,
10.14, 10.17 and 10.18 of the Amended and Restated Credit Agreement shall be deemed to be
incorporated herein mutatis mutandis and shall apply to the parties hereto.



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and
delivered as of the date first above written.




BAH BORROWER CORPORATION



	 	 	 	 	 
	By:	 	/s/ Samuel R. Strickland

	 	 	 

	 	 	Name:

	 	Samuel R. Strickland







	 	 	Title: Vice President, Chief Financial Officer

and Treasurer






BOOZ ALLEN HAMILTON INC.



	 	 	 	 	 
	By:	 	/s/ Samuel R. Strickland

	 	 	 

	 	 	Name:

	 	Samuel R. Strickland







	 	 	Title: Executive Vice President and Chief

Financial Officer






BOOZ ALLEN HAMILTON INVESTOR CORPORATION



	 	 	 	 	 
	By:	 	/s/ Samuel R. Strickland

	 	 	 

	 	 	Name:

	 	Samuel R. Strickland







	 	 	Title: Executive Vice President and Chief

Financial Officer






BOOZ ALLEN HAMILTON INTERNATIONAL, INC.




By:       /s/ Samuel R. Strickland
     




	 	 	Name: Samuel R. Strickland

Title: Chief Financial Officer, Vice

President

and Treasurer






ASE, INC.




By:       /s/ CG Appleby      

Name: CG Appleby

Title: Secretary





BOOZ ALLEN TRANSPORTATION, INC.




By:       /s/ CG Appleby       

Name: CG Appleby

Title: Secretary




1




CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH


as Administrative Agent, Collateral Agent, Issuing
Lender and Swingline Lender



	 	 	 	 	 	 	 	 	 
	 	 	By:
	 	/s/John Toronto

	 	

	 	

	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	John Toronto

Managing Director
	 	



	 	 	By:	 	/s/ Vipul Dhadda
	 	 
	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	Vipul Dhadda

Associate
	 	









2




	 	 	 	 	 	 	 	 	 
	NEW BAH LENDERS:
	 	Name of Institut
	 	ion, as a BAH Le

	 	nder:
	 	

	Credit Suisse AG, Cayman Islands Branch
	 	

	 	


	 	

	 	

	 
	 	 
	 	


	 	

	 	

	 	 	By:
	 	/s/ John Toronto

	 	

	 	

	 	 	 	 	 

	 	 
	 	

	 	 	 	 	Name:

Title:

	 	John Toronto

Managing Director
	 	



	 	 	By:
	 	/s/ Vipul Dhadda

	 	 	 	*
	 	 	 	 	 

	 	 
	 	

	 	 	 	 	Name:

Title:

	 	Vipul Dhadda

Associate
	 	










	 	 	LENDERS under the	 






	 	 	Existing Credit Agreement:	 






By signing below, you have indicated your consent to
the Agreement




Name of Institution:




Credit Suisse AG, Cayman Islands Branch



	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ John Toronto
	 	 
	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	John Toronto

Managing Director
	 	



	 	 	By:	 	/s/ Vipul Dhadda
	 	*
	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	Vipul Dhadda

Associate
	 	



	NEW BAH LENDERS:	 	Name of Institution, as a BAH Lender:	 	 	 	 
	American Savings Bank, F.S.B., as a BAH Lender	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	By:
	 	/s/ Rian DuBach

	 	

	 	

	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	Rian DuBach

Vice President
	 	



	 	 	By:
	 	
 
	 	 	 	*
	 	 	 	 	 

	 	 
	 	

	 	 	 	 	Name:

	 	

	 	

	 	 	 	 	Title:

	 	

	 	

	NEW BAH LENDERS:	 	Name of Institution, as a BAH Lender:	 	 	 	 
	Bank of America, N.A.
	 	

	 	


	 	

	 	

	 
	 	 
	 	


	 	

	 	

	 	 	By:	 	/s/ David H. Strickert
	 	 
	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	David H. Strickert

Managing Director
	 	



	 	 	By:
	 	
 
	 	 	 	*
	 	 	 	 	 

	 	 
	 	








	 	 	Name:






Title:




	 	 	LENDERS under the	 






	 	 	Existing Credit Agreement:	 






By signing below, you have indicated your consent to
the Agreement




Name of Institution:




Bank of America, N.A.



	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ David H. Strickert
	 	 
	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	David H. Strickert

Managing Director
	 	



	 	 	By:
	 	
 
	 	 	 	*
	 	 	 	 	 

	 	 
	 	

	 	 	 	 	Name:

	 	

	 	

	 	 	 	 	Title:

	 	

	 	

	NEW BAH LENDERS:	 	Name of Institution, as a BAH Lender:	 	 
	Bank Leumi USA
	 	

	 	


	 	

	 	

	 
	 	 
	 	


	 	

	 	

	 	 	By:	 	/s/ Steven Caligon
	 	 
	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	Steven Caligon

Senior Vice President
	 	



	 	 	By:
	 	
 
	 	 	 	*
	 	 	 	 	 

	 	 
	 	

	 	 	 	 	Name:

	 	

	 	

	 	 	 	 	Title:

	 	

	 	

	NEW BAH LENDERS:	 	Name of Institution, as a BAH Lender:	 	 
	Barclays Bank PLC
	 	

	 	


	 	

	 	

	 
	 	 
	 	


	 	

	 	

	 	 	By:	 	/s/ Michael J. Mozer
	 	 
	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	Michael J. Mozer

Assistant Vice President
	 	



	 	 	By:
	 	
 
	 	 	 	*
	 	 	 	 	 

	 	 
	 	








	 	 	Name:






Title:




	 	 	LENDERS under the	 






	 	 	Existing Credit Agreement:	 






By signing below, you have indicated your consent to
the Agreement




Name of Institution:




Barclays Bank PLC



	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Craig Malloy
	 	 
	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	Craig Malloy

Director
	 	



	 	 	By:
	 	
 
	 	 	 	*
	 	 	 	 	 

	 	 
	 	

	 	 	 	 	Name:

	 	

	 	

	 	 	 	 	Title:

	 	

	 	

	NEW BAH LENDERS:	 	Name of Institution, as a BAH Lender:	 	 
	Branch Bank and Trust Company
	 	

	 	


	 	

	 	

	 
	 	 
	 	


	 	

	 	

	 	 	By:	 	/s/ Daniel T. Laurenzi
	 	 
	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	Daniel T. Laurenzi

Vice President
	 	



	 	 	By:
	 	
 
	 	 	 	*
	 	 	 	 	 

	 	 
	 	

	 	 	 	 	Name:

	 	

	 	

	 	 	 	 	Title:

	 	

	 	

	NEW BAH LENDERS:	 	Name of Institution, as a BAH Lender:	 	 
	California First National Bank
	 	

	 	


	 	

	 	

	 
	 	 
	 	


	 	

	 	

	 	 	By:
	 	/s/ D.N. Lee

	 	

	 	

	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	D.N. Lee

S.V.P.
	 	



	 	 	By:
	 	
 
	 	 	 	*
	 	 	 	 	 

	 	 
	 	

	 	 	 	 	Name:

	 	

	 	

	 	 	 	 	Title:

	 	

	 	

	NEW BAH LENDERS:	 	Name of Institution, as a BAH Lender:	 	 
	Capital One, N.A.
	 	

	 	


	 	

	 	

	 
	 	 
	 	


	 	

	 	

	 	 	By:	 	/s/ Van Buren Knick II
	 	 
	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	Van Buren Knick II

Senior Vice President
	 	



	 	 	By:
	 	
 
	 	 	 	*
	 	 	 	 	 

	 	 
	 	

	 	 	 	 	Name:

	 	

	 	

	 	 	 	 	Title:

	 	

	 	

	NEW BAH LENDERS:	 	Name of Institution, as a BAH Lender:	 	 
	CIT Bank
	 	

	 	


	 	

	 	

	 
	 	 
	 	


	 	

	 	

	 	 	By:	 	/s/ Daniel A. Burnett
	 	 
	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	Daniel A. Burnett

Vice President
	 	



	 	 	By:
	 	
 
	 	 	 	*
	 	 	 	 	 

	 	 
	 	








	 	 	Name:






Title:




	 	 	LENDERS under the	 






	 	 	Existing Credit Agreement:	 






By signing below, you have indicated your consent to
the Agreement




Name of Institution:




CIT Bank



	 	 	 	 	 
	 	 	By:/s/ Daniel A Burnett

	 	

	 	 	 

	 	

	 	 	Name:Daniel A. Burnett

Title:Vice President

	 	



	 	 	By:

	 	*
	 	 	 

	 	

	 	 	Name:

	 	

	 	 	Title:

	 	

	NEW BAH LENDERS:
	 	Name of Institution, as a BAH Lender:

	 	








	 	 	Citizens Bank of Pennsylvania, a Pennsylvania
state chartered bank—





	 	 	 	 	 	 	 
	By:	 	/s/ Leslie Grizzard
	 	 
	 	 	 
	 	 
	 	 	Name:

Title:

	 	Leslie Grizzard

SVP
	 	



	By:
	 	
 
	 	 	 	*
	 	 	 

	 	 
	 	








	 	 	Name:






Title:



	 	 	 	 	 	 	 	 	 
	NEW BAH LENDERS:	 	Name of Institution, as a BAH Lender:	 	 
	Crédit Industriel et Commercial
	 	

	 	


	 	

	 	

	 
	 	 
	 	


	 	

	 	

	 	 	By:	 	/s/ Anthony Rock
	 	 
	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	Anthony Rock

Managing Director
	 	



	 	 	By:	 	/s/ Adrienne Molloy
	 	*
	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	Adrienne Molloy

Vice President
	 	



	NEW BAH LENDERS:	 	Name of Institution, as a BAH Lender:	 	 
	East West Bank
	 	

	 	


	 	

	 	

	 
	 	 
	 	


	 	

	 	

	 	 	By:	 	/s/ Nancy A. Moore
	 	 
	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	Nancy A. Moore

Senior Vice President
	 	



	 	 	By:
	 	
 
	 	 	 	*
	 	 	 	 	 

	 	 
	 	

	 	 	 	 	Name:

	 	

	 	

	 	 	 	 	Title:

	 	

	 	

	NEW BAH LENDERS:	 	Name of Institution, as a BAH Lender:	 	 
	First Commonwealth Bank
	 	

	 	


	 	

	 	

	 
	 	 
	 	


	 	

	 	

	 	 	By:	 	/s/ Lawrence C. Deihle
	 	 
	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	Lawrence C. Deihle

Senior Vice President
	 	



	 	 	By:
	 	
 
	 	 	 	*
	 	 	 	 	 

	 	 
	 	

	 	 	 	 	Name:

	 	

	 	

	 	 	 	 	Title:

	 	

	 	

	NEW BAH LENDERS:	 	Name of Institution, as a BAH Lender:	 	 
	Firstrust Bank
	 	

	 	


	 	

	 	

	 
	 	 
	 	


	 	

	 	

	 	 	By:
	 	/s/ Ellen Frank

	 	

	 	

	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	Ellen Frank

Vice President
	 	



	 	 	By:
	 	
 
	 	 	 	*
	 	 	 	 	 

	 	 
	 	

	 	 	 	 	Name:

	 	

	 	

	 	 	 	 	Title:

	 	

	 	

	NEW BAH LENDERS:	 	Name of Institution, as a BAH Lender:	 	 
	Goldman Sachs Bank USA
	 	

	 	


	 	

	 	

	 
	 	 
	 	


	 	

	 	

	 	 	By:
	 	/s/ Mark Walton

	 	

	 	

	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	Mark Walton

Authorized Signatory
	 	



	 	 	By:
	 	
 
	 	 	 	*
	 	 	 	 	 

	 	 
	 	








	 	 	Name:






Title:




	 	 	LENDERS under the	 






	 	 	Existing Credit Agreement:	 






By signing below, you have indicated your consent to
the Agreement




Name of Institution:




Goldman Sachs Credit Partners L.P.



	 	 	 	 	 
	 	 	By:/s/ Mark Walton

	 	

	 	 	 

	 	

	 	 	Name:Mark Walton

Title:Authorized Signatory

	 	



	 	 	By:

	 	*
	 	 	 

	 	

	 	 	Name:

	 	

	 	 	Title:

	 	

	NEW BAH LENDERS:
	 	Name of Institution, as a BAH Lender:

	 	

	HSBC Bank USA, National Association
	 	


	 	

	 
	 	 

	 	

	 	 	By:/s/ Reed R. Menefee

	 	

	 	 	 

	 	

	 	 	Name:Reed R. Menefee

Title:Vice President

	 	



	 	 	By:

	 	*
	 	 	 

	 	

	 	 	Name:

	 	

	 	 	Title:

	 	

	NEW BAH LENDERS:
	 	Name of Institution, as a BAH Lender:

	 	

	Hua Nan Commercial Bank, Ltd., Los Angeles Branch	 	 
	 	 	 
	 	 	By:/s/ Oliver C.H. Hsu

	 	

	 	 	 

	 	

	 	 	Name:Oliver C.H. Hsu

Title:VP & General Manager

	 	



	 	 	By:

	 	*
	 	 	 

	 	

	 	 	Name:

	 	

	 	 	Title:

	 	

	NEW BAH LENDERS:
	 	Name of Institution, as a BAH Lender:

	 	








	 	 	Mega International Commercial Bank Co., Ltd. New
York Branch





	 	 	 	 	 	 	 
	By:	 	/s/ Priscilla Hsing
	 	 
	 	 	 
	 	 
	 	 	Name:

Title:

	 	Priscilla Hsing

VP & DGM
	 	



	By:
	 	
 
	 	 	 	*
	 	 	 

	 	 
	 	








	 	 	Name:






Title:





   NEW BAH LENDERS:          Name of Institution, as a BAH Lender:

Mizuho Corporate Bank, Ltd.
---------------------------   -------------

                              By:             /s/ James R. Fayen
                                              --------------------------------------

                                              Name:           James R. Fayen
                                              Title:          Deputy General Manager

                              By:                                                      *
                                              -------------   ----------------------

                                              Name:

                                              Title:

   NEW BAH LENDERS:                 Name of Institution, as a BAH Lender:

Morgan Stanley Bank, N.A.
---------------------------   -------------

                              By:             /s/ Ryan Vetsch
                                              --------------------------------------

                                              Name:           Ryan Vetsch
                                              Title:          Authorized Signatory

                              By:                                                      *
                                              -------------   ----------------------




	 	 	Name:






Title:




	 	 	LENDERS under the	 






	 	 	Existing Credit Agreement:	 






By signing below, you have indicated your consent to
the Agreement




Name of Institution:




Morgan Stanley Bank, N.A.



	 	 	 	 	 
	 	 	By:/s/ Ryan Vetsch

	 	

	 	 	 

	 	

	 	 	Name:Ryan Vetsch

Title:Authorized Signatory

	 	



	 	 	By:

	 	*
	 	 	 

	 	

	 	 	Name:

	 	

	 	 	Title:

	 	

	NEW BAH LENDERS:
	 	Name of Institution, as a BAH Lender:

	 	

	PNC Bank National Association
	 	


	 	

	 
	 	 

	 	

	 	 	By:/s/ Matthew Sawyer

	 	

	 	 	 

	 	

	 	 	Name:Matthew Sawyer

Title:VP

	 	



	 	 	By:

	 	*
	 	 	 

	 	

	 	 	Name:

	 	

	 	 	Title:

	 	

	NEW BAH LENDERS:
	 	Name of Institution, as a BAH Lender:

	 	

	Raymond James Bank, FSB
	 	


	 	

	 
	 	 

	 	








	 	 	By: /s/ Garrett
McKinnon      





	 	 	 	 	 
	 	 	Name:	 	 	 	Garrett McKinnon	 
	 	 	Title:	 	 	 	Senior Vice President	 
	 	 	By:	 	 	 	 	 	 	 	 	*
	 	 	Name:	 	 	 	 	 	 	 	 	 
	 	 	Title:	 	 	 	 	 	 	 	 	 
	NEW BAH LENDERS:	Name of Institution, as a BAH Lender:	 	 	 	 
	Scotiabanc Inc.	 	 	 	 	 	 	 	 	 
	 	 	By: /s/ J.F. Todd	 	 	 
	 	 	Name:	 	 	 	 	 	J.F. Todd	 
	 	 	Title:	 	 	 	 	 	Managing Director	 
	 	 	By: /s/ R. Blackwood *	 	 	 
	 	 	Name:	 	 	 	 	 	R. Blackwood	 	 	 
	 	 	Title:	 	 	 	 	 	Director	 	 	 
	NEW BAH LENDERS:	Name of Institution, as a BAH Lender:	 	 	 	 
	Siemens Financial Services, Inc.	 	 	 	 	 	 	 	 	 
	 	 	By: /s/ Doug Maitar	 	 	 
	 	 	Name:	 	 	 	 	 	Doug Maitar	 
	 	 	Title:	 	 	 	 	 	MD	 
	 	 	By: /s/ Arthor Colburt *	 	 	 
	 	 	Name:	 	 	 	 	 	Arthur Colburt	 	 	 
	 	 	Title:	 	 	 	 	 	MD	 	 	 
	NEW BAH LENDERS:	Name of Institution, as a BAH Lender:	 	 	 	 
	Sovereign Bank	 	 	 	 	 	 	 	 	 
	 	 	By: /s/ David Dsvlingor	 	 	 
	 	 	Name:	 	 	 	David Dsvlingor	 
	 	 	Title:	 	 	 	Senior Vice President	 
	 	 	By:	 	 	 	 	 	 	 	 	*
	 	 	Name:	 	 	 	 	 	 	 	 	 
	 	 	Title:	 	 	 	 	 	 	 	 	 
	NEW BAH LENDERS:	Name of Institution, as a BAH Lender:	 	 	 	 
	State Bank of India	 	 	 	 	 	 	 	 	 
	 	 	By: /s/ C. Sreenivasulu Setty	 	 	 
	 	 	Name:	 	 	 	C. Sreenivasulu Setty	 
	 	 	Title:	 	 	 	Vice President & Head (Syndications)	 
	 	 	By:	 	 	 	 	 	 	 	 	*
	 	 	Name:	 	 	 	 	 	 	 	 	 
	 	 	Title:	 	 	 	 	 	 	 	 	 
	NEW BAH LENDERS:	Name of Institution, as a BAH Lender:	 	 	 	 
	Sumitomo Mitsui Banking Corporation	 	 	 	 	 	 	 	 	 
	 	 	By: /s/ William M. Ginn	 	 	 
	 	 	Name:	 	 	 	William M. Ginn	 
	 	 	Title:	 	 	 	Executive Officer	 
	 	 	By:	 	 	 	 	 	 	 	 	*






	 	 	Name:






Title:




	 	 	LENDERS under the	 






	 	 	Existing Credit Agreement:	 






By signing below, you have indicated your consent to
the Agreement




Name of Institution:




Sumitomo Mitsui Banking Corporation



	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ William M. Ginn
	 	 
	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	William M. Ginn

Executive Officer
	 	



	 	 	By:
	 	
 
	 	 	 	*
	 	 	 	 	 

	 	 
	 	

	 	 	 	 	Name:

	 	

	 	

	 	 	 	 	Title:

	 	

	 	

	NEW BAH LENDERS:	 	Name of Institution, as a BAH Lender:	 	 
	The Bank of Nova Scotia
	 	

	 	


	 	

	 	

	 
	 	 
	 	


	 	

	 	

	 	 	By:	 	/s/ David Schwartzbard
	 	 
	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	David S



	 	



	 	 	By:
	 	
 
	 	 	 	*
	 	 	 	 	 

	 	 
	 	








	 	 	Name:






Title:




	 	 	LENDERS under the	 






	 	 	Existing Credit Agreement:	 






By signing below, you have indicated your consent to
the Agreement




Name of Institution:




The Bank of Nova Scotia



	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ David Schwartzbard
	 	 
	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	David Schwartzbard

Director
	 	



	 	 	By:
	 	
 
	 	 	 	*
	 	 	 	 	 

	 	 
	 	

	 	 	 	 	Name:

	 	

	 	

	 	 	 	 	Title:

	 	

	 	

	NEW BAH LENDERS:	 	Name of Institution, as a BAH Lender:	 	 
	The Bank of Tokyo-Mitsubishi UFI, Ltd.
	 	

	 	


	 	

	 	

	 
	 	 
	 	


	 	

	 	

	 	 	By:	 	/s/ Charles Stewart
	 	 
	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	Charles Stewart

Authorized Signatory
	 	



	 	 	By:
	 	
 
	 	 	 	*
	 	 	 	 	 

	 	 
	 	








	 	 	Name:






Title:




	 	 	LENDERS under the	 






	 	 	Existing Credit Agreement:	 






By signing below, you have indicated your consent to
the Agreement




Name of Institution:




Madison Park Funding III, Ltd., By Credit Suisse
Alternative Capital, Inc., as collateral manager;
Atrium V By: Credit Suisse Alternative Capital, Inc.,
as collateral manager



	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Lauri Whitlock
	 	 
	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	Lauri Whitlock

Authorized Signatory
	 	



	 	 	By:
	 	
 
	 	 	 	*
	 	 	 	 	 

	 	 
	 	

	 	 	 	 	Name:

	 	

	 	

	 	 	 	 	Title:

	 	

	 	

	NEW BAH LENDERS:	 	Name of Institution, as a BAH Lender:	 	 
	TD Bank, N.A.
	 	

	 	


	 	

	 	

	 
	 	 
	 	


	 	

	 	

	 	 	By:	 	/s/ Marla Willner
	 	 
	 	 	 	 	 
	 	 
	 	 	 	 	Name:

Title:

	 	Marla Willner

TD Bank, N.A., S.V.P.
	 	



	 	 	By:
	 	
 
	 	 	 	*
	 	 	 	 	 

	 	 
	 	








	 	 	Name:






Title:



* For institutions requiring two signature blocks.SCHEDULE 3.1

TO AGREEMENT




COMMITMENTS




	 	 	 	 	 	 	 	 	 
	 	 	BAH Tranche A	 	BAH Tranche B
	Lender	 	Commitment	 	Commitment
	American Savings Bank, F.S.B.
	 	$	8,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Bank of America, N.A.
	 	$	30,000,000.00	 	 	$	500,000,000.00	 
	 
	 	 	 	 	 	 	 	 
	Bank Leumi USA
	 	$	12,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Barclays Bank PLC
	 	$	7,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Branch Banking and Trust Company
	 	$	16,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	California First National Bank
	 	$	8,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Capital One, N.A.
	 	$	20,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CIT Bank
	 	$	10,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Citizens Bank of Pennsylvania, a
	 	$	30,000,000.00	 	 	 	 	 
	Pennsylvania state chartered bank
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	City National Bank
	 	$	10,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Crédit Industriel et Commercial
	 	$	20,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Credit Suisse AG, Cayman Islands Branch
	 	$	20,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	East West Bank
	 	$	10,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	First Commonwealth Bank
	 	$	10,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Firstrust Bank
	 	$	4,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Goldman Sachs Bank USA
	 	$	7,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	HSBC Bank USA, National Association
	 	$	30,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Hua Nan Commercial Bank, Ltd., Los
	 	$	3,000,000.00	 	 	 	 	 
	Angeles Branch
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Mega International Commercial Bank
	 	$	8,000,000.00	 	 	 	 	 
	Co., Ltd. New York Branch
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Mizuho Corporate Bank, Ltd.
	 	$	30,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Morgan Stanley Bank, N.A.
	 	$	7,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	PNC Bank National Association
	 	$	16,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Raymond James Bank, FSB
	 	$	24,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Scotiabanc Inc.
	 	$	15,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Siemens Financial Services, Inc.
	 	$	16,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sovereign Bank
	 	$	20,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	State Bank of India
	 	$	24,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sumitomo Mitsui Banking Corporation
	 	$	20,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TD Bank, N.A.
	 	$	20,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	The Bank of Nova Scotia
	 	$	15,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	 	$	30,000,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TOTAL:
	 	$	500,000,000.00	 	 	$	500,000,000.00	 
	 
	 	 	 	 	 	 	 	 






SCHEDULE 3.4

TO AGREEMENT




	 	 	 	 	 
	Lender	 	Revolving Commitment
	American Savings Bank, F.S.B.
	 	$	2,000,000.00	 
	 
	 	 	 	 
	Atrium V
	 	$	0.00	 
	 
	 	 	 	 
	Bank of America, N.A.
	 	$	37,500,000.00	 
	 
	 	 	 	 
	Bank Leumi USA
	 	$	3,000,000.00	 
	 
	 	 	 	 
	Barclays Bank PLC
	 	$	21,500,000.00	 
	 
	 	 	 	 
	Branch Banking and Trust Company
	 	$	4,000,000.00	 
	 
	 	 	 	 
	California First National Bank
	 	$	2,000,000.00	 
	 
	 	 	 	 
	Capital One, N.A.
	 	$	5,000,000.00	 
	 
	 	 	 	 
	CIT Bank
	 	$	15,000,000.00	 
	 
	 	 	 	 
	Citizens Bank of Pennsylvania, a Pennsylvania state
	 	$	7,500,000.00	 
	chartered bank
	 	 	 	 
	 
	 	 	 	 
	City National Bank
	 	$	2,500,000.00	 
	 
	 	 	 	 
	Crédit Industriel et Commercial
	 	$	5,000,000.00	 
	 
	 	 	 	 
	Credit Suisse AG, Cayman Islands Branch
	 	$	37,500,000.00	 
	 
	 	 	 	 
	East West Bank
	 	$	2,500,000.00	 
	 
	 	 	 	 
	First Commonwealth Bank
	 	$	2,500,000.00	 
	 
	 	 	 	 
	Firstrust Bank
	 	$	1,000,000.00	 
	 
	 	 	 	 
	Goldman Sachs Bank USA
	 	$	12,250,000.00	 
	 
	 	 	 	 
	Goldman Sachs Credit Partners L.P.
	 	$	0.00	 
	 
	 	 	 	 
	HSBC Bank USA, National Association
	 	$	7,500,000.00	 
	 
	 	 	 	 
	Hua Nan Commercial Bank, Ltd., Los Angeles Branch
	 	$	1,000,000.00	 
	 
	 	 	 	 
	Madison Park Funding I, Ltd.
	 	$	0.00	 
	 
	 	 	 	 
	Madison Park Funding III, Ltd.
	 	$	0.00	 
	 
	 	 	 	 
	Mega International Commercial Bank Co., Ltd. New York
	 	$	2,000,000.00	 
	Branch
	 	 	 	 
	 
	 	 	 	 
	Mizuho Corporate Bank, Ltd.
	 	$	7,500,000.00	 
	 
	 	 	 	 
	Morgan Stanley Bank, N.A.
	 	$	21,500,000.00	 
	 
	 	 	 	 
	PNC Bank National Association
	 	$	4,000,000.00	 
	 
	 	 	 	 
	Raymond James Bank, FSB
	 	$	6,000,000.00	 
	 
	 	 	 	 
	Siemens Financial Services, Inc.
	 	$	4,000,000.00	 
	 
	 	 	 	 
	Sovereign Bank
	 	$	5,000,000.00	 
	 
	 	 	 	 
	State Bank of India
	 	$	6,000,000.00	 
	 
	 	 	 	 
	Sumitomo Mitsui Banking Corporation
	 	$	29,750,000.00	 
	 
	 	 	 	 
	TD Bank, N.A.
	 	$	5,000,000.00	 
	 
	 	 	 	 
	The Bank of Nova Scotia
	 	$	7,500,000.00	 
	 
	 	 	 	 
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	 	$	7,500,000.00	 
	 
	 	 	 	 
	TOTAL:
	 	$	275,000,000.00	 
	 
	 	 	 	 






EXHIBIT A

TO AGREEMENT

EXHIBIT B

TO AGREEMENT




SCHEDULES




to

SECOND AMENDED & RESTATED CREDIT AGREEMENT1

among

BOOZ ALLEN HAMILTON INVESTOR CORPORATION

(f/k/a EXPLORER INVESTOR CORPORATION

and as successor to BAH BORROWER CORPORATION),




BOOZ ALLEN HAMILTON INC.

(as successor to EXPLORER MERGER SUB CORPORATION),

as the Borrower,

The Several Lenders from Time to Time Parties Hereto,

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

(f/k/a CREDIT SUISSE, CAYMAN ISLANDS BRANCH)

as Administrative Agent, Collateral Agent, Issuing Lender and Swingline Lender,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

and

CREDIT SUISSE SECURITIES (USA) LLC,

as Joint Lead Arrangers,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

CREDIT SUISSE SECURITIES (USA) LLC,

BARCLAYS CAPITAL,

GOLDMAN SACHS BANK USA,

MORGAN STANLEY SENIOR FUNDING, INC.,

and

SUMITOMO MITSUI BANKING CORPORATION

as Joint Bookrunners,

BANK OF AMERICA, N.A.,

as Syndication Agent

and

BARCLAYS BANK PLC

as Documentation Agent

Dated as of July 31, 2008

and

Amended and Restated as of December 11, 2009

and further

Amended and Restated as of February 3, 2011




Schedule 1.1A

to Credit Agreement




Excluded Subsidiaries




Booz Allen Hamilton Intellectual Property Holdings, LLC




Schedule 1.1B

to Credit Agreement




Specified Foreign Currency L/C Agreements

None.




Schedule 1.1C

to Credit Agreement




Specified Hedge Agreements




None.



Schedule 2.1 

to Credit Agreement




Commitments




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Additional	 	 
	 	 	Existing Revolving	 	Revolving	 	 
	Lender	 	Commitment	 	Commitment	 	Revolving Commitment
	Atrium V
	 	$	2,500,000.00	 	 	 	 	 	 	$	2,500,000.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Bank of America, N.A.
	 	$	67,750,000.00	 	 	$	30,000,000.00	 	 	$	97,750,000.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Barclays Bank PLC
	 	$	31,500,000.00	 	 	 	 	 	 	$	31,500,000.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	CIT Bank
	 	$	15,000,000.00	 	 	 	 	 	 	$	15,000,000.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Credit Suisse AG,
	 	$	46,500,000.00	 	 	 	 	 	 	$	46,500,000.00	 
	Cayman Islands
Branch
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Goldman Sachs Credit
	 	$	15,000,000.00	 	 	 	 	 	 	$	15,000,000.00	 
	Partners L.P.
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Madison Park Funding
	 	$	2,000,000.00	 	 	 	 	 	 	$	2,000,000.00	 
	I, Ltd
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Madison Park Funding
	 	$	2,000,000.00	 	 	 	 	 	 	$	2,000,000.00	 
	III, Ltd
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Morgan Stanley Bank,
	 	$	26,500,000.00	 	 	 	 	 	 	$	26,500,000.00	 
	N.A.
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sumitomo Mitsui
	 	$	36,250,000.00	 	 	 	 	 	 	$	36,250,000.00	 
	Banking Corporation
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL:
	 	$	245,000,000.00	 	 	$	30,000,000	 	 	$	275,000,000.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 






1Capitalized terms used but not defined in this
Disclosure Schedule shall have the meanings assigned in the Credit
Agreement



3



Schedule 4.3

to Credit Agreement




Existence; Compliance with Law




None.



4



Schedule 4.4

to Credit Agreement




Consents, Authorizations, Filings and Notices





Government Approvals:




None.




Consents:



None.Schedule 4.6

to Credit Agreement




Litigation





Six former officers and stockholders of the Borrower who had departed the firm prior to the
Company Reorganization have filed a total of nine suits in various jurisdictions, with original
filing dates ranging from July 3, 2008 through December 15, 2009 (three of which were amended on
July 2, 2010 and then further amended into one consolidated complaint on September 7, 2010),
against the Borrower and certain of the Borrower’s current and former directors and officers.
Each of the suits arises out of the Company Reorganization and alleges that the former
stockholders are entitled to certain payments that they would have received if they had held
their stock at the time of the acquisition. Some of the suits also allege that the acquisition
price paid to stockholders was insufficient. The various suits assert claims for breach of
contract, tortious interference with contract, breach of fiduciary duty, civil RICO violations,
violations of ERISA, and/or securities and common law fraud. Two of these suits have been
dismissed with all appeals exhausted and a third suit has been dismissed but the former
stockholder has sought leave to re-plead in New York state court. Five of the remaining suits
are pending in the United States District Court for the Southern District of New York and the
sixth is pending in the United States District Court for the Southern District of California.
The aggregate alleged damages sought in these six remaining suits is approximately $348.7
million ($291.5 million of which is sought to be trebled pursuant to RICO), plus punitive
damages, costs, and fees.



Schedule 4.8A

to Credit Agreement




Excepted Property




None.



Schedule 4.8B

to Credit Agreement




Owned Real Property





None.



Leased Real Property




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Location Agreeme

	 	nt Address
	 	 City
	 	State /
	 	Country RSF
	 	Expirat
	 	ion Date
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	310 K Street
	 	Anchorage
	 	AK
	 	 	159.00	 	 	6/30/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	6703 Odyssey Drive
	 	Huntsville
	 	AL
	 	 	20,629.00	 	 	1/31/2012
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	8650 Minnie Brown Road
	 	Montgomery
	 	AL
	 	 	780.00	 	 	6/30/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	333 N. Lantana Street
	 	Camarillo
	 	CA
	 	 	120.00	 	 	7/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	2350 East El Segundo Boulevard
	 	El Segundo
	 	CA
	 	 	1,960.00	 	 	9/30/2013
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	2310 E. El Segundo Blvd.
	 	El Segundo
	 	CA
	 	 	280.00	 	 	11/30/2012
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	2310 E. El Segundo Blvd.
	 	El Segundo
	 	CA
	 	 	1,120.00	 	 	3/31/2012
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	20 Pacifica
	 	Irvine
	 	CA
	 	 	7,708.00	 	 	10/31/2014
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	5220 Pacific Concourse Drive
	 	Los Angeles
	 	CA
	 	 	22,823.00	 	 	10/31/2013
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	515 S. Flower Street
	 	Los Angeles
	 	CA
	 	 	434.00	 	 	4/30/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	1455 Frazee Road
	 	San Diego
	 	CA
	 	 	10,637.00	 	 	6/30/2014
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	1615 Murray Canyon Road
	 	San Diego
	 	CA
	 	 	89,861.00	 	 	7/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	101 California Street
	 	San Francisco
	 	CA
	 	 	38,297.00	 	 	1/21/2014
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	3201 Airpark Drive
	 	Santa Maria
	 	CA
	 	 	1,364.00	 	 	5/11/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	385 Moffett Park Drive
	 	Sunnyvale
	 	CA
	 	 	8,882.00	 	 	1/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	121 S. Tejon Street
	 	Colorado Springs
	 	CO
	 	 	22,500.00	 	 	12/31/2014
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	121 S. Tejon Street
	 	Colorado Springs
	 	CO
	 	 	22,500.00	 	 	5/31/2014
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	7250 Getting Heights
	 	Colorado Springs
	 	CO
	 	 	560.00	 	 	12/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	5299 DTC Boulevard
	 	Greenwood Village
	 	CO
	 	 	10,098.00	 	 	9/30/2013
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	901 15th Street, NW
	 	Washington
	 	DC
	 	 	87,413.00	 	 	10/31/2017
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	20 M Street, S.E.
	 	Washington
	 	DC
	 	 	30,152.00	 	 	4/30/2017
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	955 L’Enfant Plaza S.W.
	 	Washington
	 	DC
	 	 	13,398.00	 	 	3/19/2014
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	700 Thirteenth Street
	 	Washington
	 	DC
	 	 	12,334.00	 	 	1/30/2012
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	1201 M Street SE
	 	Washington
	 	DC
	 	 	4,506.00	 	 	11/30/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	300 M Street, SE
	 	Washington
	 	DC
	 	 	10,497.00	 	 	4/30/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	1101 Pennsylvania Avenue
	 	Washington
	 	DC
	 	 	1,558.00	 	 	3/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	445 Challenger Road
	 	Cape Canaveral
	 	FL
	 	 	3,800.00	 	 	4/15/2015
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	5201 Blue Lagoon Drive
	 	Miami
	 	FL
	 	 	145.00	 	 	6/30/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	13501 Ingenuity Drive
	 	Orlando
	 	FL
	 	 	4,025.00	 	 	7/31/2015
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	220 W. Garden Street
	 	Pensacola
	 	FL
	 	 	9,272.00	 	 	1/31/2012
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	495 Grand Blvd.
	 	Sandestin
	 	FL
	 	 	130.00	 	 	2/28/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	1990 Main Street
	 	Sarasota
	 	FL
	 	 	270.00	 	 	1/31/2012
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	4890 West Kennedy Blvd.
	 	Tampa
	 	FL
	 	 	21,908.00	 	 	9/30/2014
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	1533/1535/1537/1539 Moultrie Rd.
	 	Albany
	 	GA
	 	 	440.00	 	 	10/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	230 Peachtree Center N.W.
	 	Atlanta
	 	GA
	 	 	42,119.00	 	 	6/30/2012
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	3100 Gentian Blvd
	 	Columbus
	 	GA
	 	 	500.00	 	 	11/15/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	312 N. Davis Drive
	 	Warner Robins
	 	GA
	 	 	725.00	 	 	11/30/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	737 Bishop Street
	 	Honolulu
	 	HI
	 	 	17,174.00	 	 	8/31/2014
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	2900 100th Street
	 	Urbandale
	 	IA
	 	 	4,921.00	 	 	3/31/2012
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	225 W. Wacker Drive
	 	Chicago
	 	IL
	 	 	2,200.00	 	 	11/29/2015
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	1003 E. Wesley Drive
	 	O’Fallon
	 	IL
	 	 	8,870.00	 	 	12/5/2012
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	Building 62, Rock Island Arsenal
	 	Rock Island
	 	IL
	 	 	1,175.00	 	 	10/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	8888 Keystone Crossing
	 	Indianapolis
	 	IN
	 	 	320.00	 	 	7/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	1122 North Second Street
	 	Leavenworth
	 	KS
	 	 	14,072.00	 	 	7/31/2013
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	4500 Bowling Boulevard
	 	Louisville
	 	KY
	 	 	1,095.00	 	 	9/30/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	1003 N. Wilson Road
	 	Radcliff
	 	KY
	 	 	1,882.00	 	 	5/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	111 Veterans Blvd
	 	Metairie
	 	LA
	 	 	2,354.00	 	 	3/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Storage
	 	22 Batterymarch Street
	 	Boston
	 	MA
	 	 	250.00	 	 	8/31/2015
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	22 Batterymarch Street
	 	Boston
	 	MA
	 	 	5,271.00	 	 	2/28/2015
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	15 New England Exectuive Park
	 	Burlington
	 	MA
	 	 	2,167.00	 	 	2/28/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	91 Hartwell Avenue
	 	Lexington
	 	MA
	 	 	9,993.00	 	 	11/30/2015
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	One Technology Drive
	 	Westborough
	 	MA
	 	 	3,592.00	 	 	10/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	308 Sentinel Drive
	 	Annapolis Jct
	 	MD
	 	 	89,401.00	 	 	12/31/2022
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	304 Sentinel Drive
	 	Annapolis Junction
	 	MD
	 	 	129,858.00	 	 	12/31/2015
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	134 National Business Parkway
	 	Annapolis Junction
	 	MD
	 	 	69,286.00	 	 	9/30/2014
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	8210 Dorsey Run Road
	 	Annapolis Junction
	 	MD
	 	 	13,088.00	 	 	4/12/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	201 N. Charles Street
	 	Baltimore
	 	MD
	 	 	7,070.00	 	 	9/30/2013
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Storage
	 	201 N. Charles Street
	 	Baltimore
	 	MD
	 	 	120.00	 	 	Month-to-Month
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	4694 Millennium Drive
	 	Belcamp
	 	MD
	 	 	35,124.00	 	 	9/30/2014
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	4692 Millennium Drive
	 	Belcamp
	 	MD
	 	 	20,486.00	 	 	3/31/2013
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	4692 Millennium Drive
	 	Belcamp
	 	MD
	 	 	6,534.00	 	 	3/31/2013
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	5825 University Drive
	 	College Park
	 	MD
	 	 	1,254.00	 	 	12/31/2014
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	5235 Westview Drive
	 	Frederick
	 	MD
	 	 	499.00	 	 	7/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	7467 Ridge Road
	 	Hanover
	 	MD
	 	 	25,111.00	 	 	7/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	46950 Bradley Blvd.
	 	Lexington Park
	 	MD
	 	 	32,456.00	 	 	9/30/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	46610 Expedition Drive
	 	Lexington Park
	 	MD
	 	 	10,749.00	 	 	9/30/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	46610 Expedition Drive
	 	Lexington Park
	 	MD
	 	 	250.00	 	 	Month-to-Month
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	900 Elkridge Landing Road
	 	Linthicum
	 	MD
	 	 	64,299.00	 	 	1/31/2015
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	7900 Harkins Road
	 	New Carrollton
	 	MD
	 	 	192.00	 	 	10/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	6710 Oxon Hill Road
	 	Oxon Hill
	 	MD
	 	 	1,914.00	 	 	5/6/2013
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	2600 Tower Oaks Boulevard
	 	Rockville
	 	MD
	 	 	117,674.00	 	 	12/31/2019
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	1101 Wootton Parkway
	 	Rockville
	 	MD
	 	 	48,137.00	 	 	3/31/2013
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	101 West Big Beaver Road
	 	Troy
	 	MI
	 	 	7,573.00	 	 	2/11/2013
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	197 Replacement Avenue
	 	Ft. Leonard Wood
	 	MO
	 	 	183.00	 	 	9/30/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	2300 Main Street
	 	Kansas City
	 	MO
	 	 	1,528.00	 	 	2/28/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	4200 Morganton Road
	 	Fayetteville
	 	NC
	 	 	4,267.00	 	 	4/30/2015
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	430 Davis Drive
	 	Morrisville
	 	NC
	 	 	4,774.00	 	 	5/31/2013
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	1299 Farnam Street
	 	Omaha
	 	NE
	 	 	13,282.00	 	 	6/30/2015
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	6825 Pine Street
	 	Omaha
	 	NE
	 	 	1,360.00	 	 	2/28/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	One Gateway Center
	 	Newark
	 	NJ
	 	 	2,053.00	 	 	3/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	4 Wood Hollow Road
	 	Parsippany
	 	NJ
	 	 	2,100.00	 	 	3/30/2013
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	356 Ninth Avenue
	 	Picatinny
	 	NJ
	 	 	2,715.00	 	 	12/21/2014
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	141 West Front Street
	 	Red Bank
	 	NJ
	 	 	23,566.00	 	 	3/31/2015
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	6565 Americas Parkway
	 	Albuquerque
	 	NM
	 	 	1,226.00	 	 	9/30/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	101 Park Avenue
	 	New York
	 	NY
	 	 	1,500.00	 	 	4/29/2014
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	500 Avery Lane
	 	Rome
	 	NY
	 	 	4,734.00	 	 	6/30/2013
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	127 Public Square
	 	Cleveland
	 	OH
	 	 	1,050.00	 	 	7/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	1900 Founders Drive
	 	Kettering(Dayton)
	 	OH
	 	 	29,017.00	 	 	11/30/2012
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	2501 Liberty Parkway
	 	Midwest City
	 	OK
	 	 	6,136.00	 	 	5/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	1 Pasquerilla Plaza
	 	Johnstown
	 	PA
	 	 	2,428.00	 	 	10/31/2015
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	314 Industrial Park Road
	 	Johnstown
	 	PA
	 	 	90.00	 	 	Month-to-Month
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	1818 Market Street
	 	Philadelphia
	 	PA
	 	 	8,848.00	 	 	3/31/2015
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	651 Holiday Drive, Foster Plaza 5
	 	Pittsburgh
	 	PA
	 	 	2,804.00	 	 	12/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	221 Third Street
	 	Newport
	 	RI
	 	 	550.00	 	 	10/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	4401 Belle Oaks Drive
	 	N. Charleston
	 	SC
	 	 	14,060.00	 	 	8/31/2012
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	3950 Faber Place
	 	N. Charleston
	 	SC
	 	 	128.00	 	 	1/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	7965 Veterans Parkway
	 	Millington
	 	TN
	 	 	1,500.00	 	 	5/31/2014
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	2525 Bay Area Boulevard
	 	Houston
	 	TX
	 	 	34,214.00	 	 	8/31/2013
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Storage
	 	2700 Bay Area Blvd.
	 	Houston
	 	TX
	 	 	150.00	 	 	Month-to-Month
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	700 N. St. Mary’s Street
	 	San Antonio
	 	TX
	 	 	41,240.00	 	 	7/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	3133 General Hudnell Drive
	 	San Antonio
	 	TX
	 	 	12,195.00	 	 	10/31/2015
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	1785 East 1450 South
	 	Clearfield
	 	UT
	 	 	1,526.00	 	 	11/30/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	299 South Main Street
	 	Salt Lake City
	 	UT
	 	 	1,400.00	 	 	11/30/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	6363 Walker Lane
	 	Alexandria
	 	VA
	 	 	4,615.00	 	 	7/31/2012
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	6354 Walker Lane
	 	Alexandria
	 	VA
	 	 	7,000.00	 	 	4/30/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	1530 Wilson Boulevard
	 	Arlington
	 	VA
	 	 	21,209.00	 	 	10/31/2013
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	3811 N. Fairfax Drive
	 	Arlington
	 	VA
	 	 	47,170.00	 	 	6/30/2013
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	1655 North Fort Myer Drive
	 	Arlington
	 	VA
	 	 	3,345.00	 	 	12/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	1550 Crystal Drive
	 	Arlington
	 	VA
	 	 	9,786.00	 	 	12/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	1550 Crystal Drive
	 	Arlington
	 	VA
	 	 	37,789.00	 	 	12/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	4040 N. Fairfax Drive
	 	Arlington
	 	VA
	 	 	1,915.00	 	 	9/30/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	3811 North Fairfax Street
	 	Arlington
	 	VA
	 	 	3,400.00	 	 	5/27/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	2345 Crystal Drive
	 	Arlington
	 	VA
	 	 	3,912.00	 	 	3/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	14151 Park Meadow Drive
	 	Chantilly
	 	VA
	 	 	24,018.00	 	 	8/31/2015
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	15059 Conference Center Drive
	 	Chantilly
	 	VA
	 	 	25,577.00	 	 	3/31/2013
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	1001 Research Park
	 	Charlottesville
	 	VA
	 	 	10,353.00	 	 	2/28/2012
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	16539-41 Commerce Drive
	 	Dahlgren
	 	VA
	 	 	3,832.00	 	 	9/30/2012
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	5201 Leesburg Pike
	 	Falls Church
	 	VA
	 	 	29,973.00	 	 	5/31/2012
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	5201 Leesburg Pike
	 	Falls Church
	 	VA
	 	 	5,540.00	 	 	3/31/2012
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Storage
	 	5113 Leesburg Pike
	 	Falls Church
	 	VA
	 	 	27.00	 	 	3/31/2012
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Storage
	 	5111 Leesburg Pike
	 	Falls Church
	 	VA
	 	 	528.00	 	 	5/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	5113 Leesburg Pike
	 	Falls Church
	 	VA
	 	 	8,507.00	 	 	3/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	5113 Leesburg Pike
	 	Falls Church
	 	VA
	 	 	14,890.00	 	 	3/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	5113 Leesburg Pike
	 	Falls Church
	 	VA
	 	 	4,505.00	 	 	3/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	5205 Leesburg Pike
	 	Falls Church
	 	VA
	 	 	7,996.00	 	 	1/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	575 Herndon Parkway
	 	Herndon
	 	VA
	 	 	112,078.00	 	 	12/31/2015
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	13200 Woodland Park Drive
	 	Herndon
	 	VA
	 	 	401,124.00	 	 	12/31/2015
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	3074 Centreville Road
	 	Herndon
	 	VA
	 	 	23,705.00	 	 	3/31/2013
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	8209 Terminal Road
	 	Lorton
	 	VA
	 	 	37,177.00	 	 	7/31/2015
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	8530 Cinder Bed Road
	 	Lorton
	 	VA
	 	 	5,670.00	 	 	6/30/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	8580 Cinder Bed Road
	 	Lorton
	 	VA
	 	 	21,005.00	 	 	5/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	8283 Greensboro Drive
	 	McLean
	 	VA
	 	 	222,989.00	 	 	1/31/2016
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	8255 Greensboro Drive
	 	McLean
	 	VA
	 	 	125,646.00	 	 	6/30/2014
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	8285 Greensboro Drive
	 	McLean
	 	VA
	 	 	208,221.00	 	 	1/31/2012
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	8281 Greensboro Drive
	 	McLean
	 	VA
	 	 	255,004.00	 	 	12/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	8280 Greensboro Drive
	 	McLean
	 	VA
	 	 	0.00	 	 	7/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	5800 Lake Wright Drive
	 	Norfolk
	 	VA
	 	 	58,104.00	 	 	10/31/2014
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Storage
	 	12260 Sunrise Valley Drive
	 	Reston
	 	VA
	 	 	1,050.00	 	 	Month-to-Month
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	25 Center Street
	 	Stafford
	 	VA
	 	 	13,528.00	 	 	7/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Sublease
	 	24 Center Street
	 	Stafford
	 	VA
	 	 	3,717.00	 	 	7/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	720 Olive Way
	 	Seattle
	 	WA
	 	 	6,027.00	 	 	8/31/2012
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	Domestic

	 	Lease
	 	48 Donley Street
	 	Morgantown
	 	WV
	 	 	2,876.00	 	 	2/12/2015
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	International

	 	Lease
	 	26/1 V. Sargsyan Street
	 	Yerevan
	 	ARM
	 	 	741.00	 	 	8/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	International

	 	Lease
	 	96 Nizami Street
	 	Baku *
	 	AZE
	 	 	1,787.00	 	 	1/17/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	International

	 	Lease
	 	7, Bambis Rigi Street
	 	Tbilisi
	 	GEO
	 	 	861.00	 	 	1/20/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	International

	 	Lease
	 	7, Bambis Rigi Street
	 	Tbilisi
	 	GEO
	 	 	1,076.00	 	 	1/20/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	International

	 	Lease
	 	Curistrasse 2
	 	Stuttgart
	 	GER
	 	 	0.00	 	 	8/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	International

	 	Lease
	 	12, Samal Microdistrict, Saryarka Region
	 	Astana
	 	Kazakhstan
	 	 	92.00	 	 	11/30/2013
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	International

	 	Lease
	 	Bldg 4050B,South Post,Yongson 3-Ka Yongsan-Gu
	 	Seoul
	 	KOR
	 	 	1,105.00	 	 	3/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	International

	 	Lease
	 	Vel Popova Street 1
	 	Pristina
	 	KOS
	 	 	3,444.00	 	 	9/22/2012
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	International

	 	Lease
	 	Arabian Homes
	 	Jeddah
	 	KSA
	 	 	0.00	 	 	7/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	International

	 	Lease
	 	Bajrai Garden Village
	 	Jubail
	 	KSA
	 	 	0.00	 	 	7/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	International

	 	Lease
	 	Arizona Golf Resort
	 	Riyadh
	 	KSA
	 	 	0.00	 	 	7/31/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	International

	 	Lease
	 	2/4 Nikola Vapcarov Street
	 	Skopje
	 	MKD
	 	 	2,153.00	 	 	9/28/2011
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	International

	 	Lease
	 	7/5 ul. Boshaya Dmitrovka
	 	Moscow
	 	RUS
	 	 	2,894.00	 	 	12/31/2015
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	International

	 	Lease
	 	Dalmatinska, 17
	 	Belgrade
	 	SRB
	 	 	11,840.00	 	 	12/1/2015
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	International

	 	Lease
	 	7/9 Yaroslavsky Lane
	 	Kiev
	 	UK.
	 	 	5,238.00	 	 	10/31/2012
	 	

	 	

	 

	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	

	 	

	* Renewal, pending signature
	 	 	 	 	 	 	 	 	 	 






Schedule 4.14

to Credit Agreement




Subsidiaries




(a) Subsidiaries – All Subsidiaries, other than Booz Allen Hamilton Intellectual Property Holdings,
LLC, are restricted on the Amendment and Restatement Effective Date.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Class of Equity	 	Percent
	Entity	 	Incorporation	 	Parent	 	Interest	 	Held
	Booz Allen Hamilton

International, Inc.

	 	Delaware
	 	Booz Allen Hamilton Inc.
	 	Common Stock

Preferred Stock
	 	100%

100%

	 

	 	 
	 	 
	 	 
	 	 	 	 
	ASE, Inc.

	 	Delaware
	 	Booz Allen Hamilton Inc.
	 	Common Stock
	 	 	100	%
	 

	 	 
	 	 
	 	 
	 	 	 	 
	Booz Allen Hamilton

Intellectual

Property Holdings,

LLC

	 	Delaware





	 	Booz Allen Hamilton Inc.





	 	Class A Member

Interest





	 	100% of Class A

Member Interests






	 

	 	 
	 	 
	 	 
	 	 	 	 
	Booz Allen

Transportation Inc.

	 	New York



	 	Booz Allen Hamilton Inc.



	 	Common Stock



	 	100%




	 

	 	 
	 	 
	 	 
	 	 	 	 
	Booz Allen Hamilton

International (UK)

Ltd.

	 	United Kingdom



	 	Booz Allen Hamilton

International, Inc.



	 	Ordinary Shares





	 	100%






	 

	 	 
	 	 
	 	 
	 	 	 	 






(b) Outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments
(other than stock options granted to officers, employees or directors and directors’ qualifying
shares) of any nature relating to any Capital Stock the Borrower or any of its Restricted
Subsidiaries:



None.



Schedule 4.17

to Credit Agreement




U.C.C. Filing Jurisdictions




	 	 	 
	Entity Name	 	Office
	ASE, Inc.
	 	Delaware Secretary of State

Department of Corporations

Uniform Commercial Code Division

401 Federal Street

Dover, DE 19901

	 
	 	 

	Booz Allen Hamilton International, Inc.
	 	Delaware Secretary of State

Department of Corporations

Uniform Commercial Code Division

401 Federal Street

Dover, DE 19901

	 
	 	 

	Booz Allen Hamilton Inc.
	 	Delaware Secretary of State

Department of Corporations

Uniform Commercial Code Division

401 Federal Street

Dover, DE 19901

	 
	 	 

	Booz Allen Transportation Inc.
	 	The Division of Corporations, State

Records and Uniform Commercial Code

One Commerce Plaza

99 Washington Avenue, Suite 600

Albany, NY 12231

	 
	 	 

	Booz Allen Hamilton Investor Corporation
	 	Delaware Secretary of State

Department of Corporations

Uniform Commercial Code Division

401 Federal Street

Dover, DE 19901

	 
	 	 







5




Schedule 7.2(d)

To Credit Agreement




Existing Indebtedness




None.



6



Schedule 7.3(f)

to Credit Agreement




Existing Liens




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Debtor

	 	Jurisdiction
	 	Filing
	 	Secured

Party
	 	Collateral
	 	Original

File Date
	 	Original

File No.
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Booz Allen

Hamilton Inc.

	 	Delaware Secretary

of State
	 	UCC Continuation



	 	BLC Corporation



	 	Leased equipment



	 	02/09/06



	 	60494369



	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Booz Allen

Hamilton Inc.

	 	Delaware Secretary

of State
	 	UCC Continuation



	 	BLC Corporation



	 	Leased equipment



	 	01/03/07



	 	70024322



	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Booz Allen

Hamilton Inc.

	 	Delaware Secretary

of State
	 	UCC Continuation
	 	Financial Leasing

Corporation
	 	Leased equipment



	 	01/03/07



	 	70024199



	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Booz Allen

Hamilton Inc.

	 	Delaware Secretary

of State
	 	UCC Continuation



	 	BLC Corporation



	 	Leased equipment



	 	09/18/07



	 	73516696



	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Booz Allen

Hamilton Inc.

	 	Delaware Secretary

of State
	 	UCC-1
	 	McGrath Rentcorp

and TRS-Rentelco
	 	Leased equipment



	 	07/11/08



	 	20082384954



	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 






Schedule 7.7

to Credit Agreement




Existing Investments




Wholly-Owned Unrestricted Subsidiaries: Booz Allen Hamilton Intellectual Property Holdings, LLC



Fee for Equity:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Company Name	 	Cost Basis	 	Reserve	 	Net Asset Value	 	Class of Equity	 	Number of Interests
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interests	 	 	 	 
	Vocatus	 	$	152,722.80	 	 	 	(152,722.80	)	 	$	0	 	 	Undetermined
	 	 	5,916.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	Dotphone Company	 	$	66,960.60	 	 	 	(66,960.60	)	 	$	0	 	 	B Ordinary
	 	 	26,100.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	Sharemax I (1)	 	$	629,615.10	 	 	 	(629,615.10	)	 	$	0	 	 	Common Stock
	 	 	251,776.80	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	5/22/00
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Series C Preferred
	 	 	2,037,598.20	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1/29/01
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Common Stock 1/31/01
	 	 	283,248.90	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Common Stock 1/31/01
	 	 	509,399.40	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Series C Preferred
	 	 	5,784,061.80	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1/31/01
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	Sharemax II	 	$	161,040.00	 	 	 	(161,040.00	)	 	$	0	 	 	See above
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	Sharemax PH II	 	$	270,000.00	 	 	 	(270,000.00	)	 	$	0	 	 	See above
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	Greyhound	 	$	300,523.20	 	 	 	(300,523.20	)	 	$	0	 	 	Preferred Stock
	 	 	226,752.60	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	Transportmax (2)	 	$	1,500,000.00	 	 	 	(1,500,000.00	)	 	$	0	 	 	N.A.
	 	 	N.A.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	Clearforest	 	$	59,441.40	 	 	 	(59,441.40	)	 	$	0	 	 	Series B3 Preferred
	 	 	56,341.80	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	Daleen	 	$	8,949.60	 	 	 	(8,949.60	)	 	$	0	 	 	Options on Common
	 	 	1,800.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Stock Expires
2/9/2010
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	Schema	 	$	36,405.00	 	 	 	(36,405.00	)	 	$	0	 	 	Ordinary Shares
	 	 	10,638.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	Quentra	 	$	75,000.00	 	 	 	(75,000.00	)	 	$	0	 	 	Common Stock
	 	 	11,242.50	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	Oceanconnect	 	$	180,661.50	 	 	 	(180,661.50	)	 	$	0	 	 	Common Stock
	 	 	60,000.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	Cci (Convergence	 	$	36,000.00	 	 	 	(36,000.00	)	 	$	0
	 	 	Communications,
	 	Inc.)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Eutex	 	$	409,257.60	 	 	 	(409,257.60	)	 	$	0	 	 	Common Stock
	 	 	5,638.50	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	Eyematic PH I and II	 	$	142,070.40	 	 	 	(142,070.40	)	 	$	0	 	 	Series C Preferred
	 	 	70,406.70	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Warrants (Expiry
	 	 	34,265.70	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	5/20/2012 or five
years after IPO)
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 






7




Minority Equity:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Company Name	 	Cost Basis	 	Reserve	 	Net Asset Value	 	Class of Equity Interests	 	Number of Interests
	Panthea	 	$	1,205,920	 	 	 	($1,080,000	)	 	$	125,920	 	 	Series A
	 	 	228,021.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Series B
	 	 	443,979.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	Logispring	 	$	851,281	 	 	 	($113,188	)	 	$	738,093	 	 	Preferred B Shares
	 	 	7.50	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Common B Shares
	 	 	1,500.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 






(1) Shares represent amounts for all Sharemax tranches


(2) Not Applicable — Not a Minority Equity Stake



Schedule 7.12

to Credit Agreement




Existing Negative Pledge Clauses




None.



EXHIBIT C

TO AGREEMENT




[RESERVED]




EXHIBIT D-1

TO AGREEMENT




[FORM OF OPINION TO BE DELIVERED BY DEBEVOISE & PLIMPTON LLP]




1. Booz Allen Transportation is validly existing under the laws of the State of New York.



2. Booz Allen Transportation has the corporate power and authority to execute, deliver and
perform its obligations under the Amendment.



3. Booz Allen Transportation has taken all necessary corporate action to authorize its
execution, delivery and performance of its obligations under the Amendment.



4. The Amendment has been duly executed and delivered on behalf of Booz Allen Transportation.



5. (a) Each of the Credit Agreement and the Amendment constitutes a valid and binding
obligation of the Borrower enforceable against the Borrower in accordance with its terms.




(b) Each of the Credit Agreement and the Amendment constitutes a valid and binding
obligation of Holdings enforceable against Holdings in accordance with its terms.




(c) The Amendment constitutes a valid and binding obligation of BAH Borrower enforceable
against BAH Borrower in accordance with its terms.




(d) The Amendment constitutes a valid and binding obligation of each Subsidiary Party
enforceable against such Subsidiary Party in accordance with its terms.



6. (a) Except for (1) any consents, authorizations, approvals, notices and filings that have
been obtained or made and are in full force and effect, (2) filings to perfect the security
interests created by the Security Documents, (3) filings in the United States Patent and Trademark
Office and the United States Copyright Office and in appropriate offices under any applicable state
trademark laws, (4) mortgage filings in connection with any of the Loan Documents, (5) filings or
consents required to create or perfect any Lien on Collateral constituting mobile goods covered by
a certificate of title, (6) consents, notices or filings required pursuant to the Assignment of
Claims Act and (7) those consents, authorizations, approvals, notices and filings that,
individually or in the aggregate, if not made, obtained or done would not to our knowledge have a
Material Adverse Effect, to our knowledge no consent or authorization of, approval by, notice to,
or filing with, any United States federal or New York State governmental authority is required
under United States federal or New York State law to be obtained or made on or prior to the date
hereof by the Borrower in connection with its execution and delivery of the Amendment, or
performance of its payment obligations under the Transaction Documents to which it is a party, or
in connection with the validity or enforceability against it of the Transaction Documents to which
it is a party.




(b) Except for (1) any consents, authorizations, approvals, notices and filings that have
been obtained or made and are in full force and effect, (2) filings to perfect the security
interests created by the Security Documents, (3) filings in the United States Patent and
Trademark Office and the United States Copyright Office and in appropriate offices under any
applicable state trademark laws, (4) mortgage filings in connection with any of the Loan
Documents, (5) filings or consents required to create or perfect any Lien on Collateral
constituting mobile goods covered by a certificate of title, (6) consents, notices or filings
required pursuant to the Assignment of Claims Act and (7) those consents, authorizations,
approvals, notices and filings that, individually or in the aggregate, if not made, obtained or
done would not to our knowledge have a Material Adverse Effect, to our knowledge no consent or
authorization of, approval by, notice to, or filing with, any United States federal or New York
State governmental authority is required under United States federal or New York State law to be
obtained or made on or prior to the date hereof by Holdings in connection with its execution and
delivery of the Amendment, or performance of its payment obligations under the Transaction
Documents to which it is a party, or in connection with the validity or enforceability against it
of the Transaction Documents to which it is a party.




(c) Except for (1) any consents, authorizations, approvals, notices and filings that have
been obtained or made and are in full force and effect, (2) filings to perfect the security
interests created by the Security Documents, (3) filings in the United States Patent and
Trademark Office and the United States Copyright Office and in appropriate offices under any
applicable state trademark laws, (4) mortgage filings in connection with any of the Loan
Documents, (5) filings or consents required to create or perfect any Lien on Collateral
constituting mobile goods covered by a certificate of title, (6) consents, notices or filings
required pursuant to the Assignment of Claims Act and (7) those consents, authorizations,
approvals, notices and filings, individually or in the aggregate, if not made, obtained or done
would not to our knowledge have a Material Adverse Effect, to our knowledge no consent or
authorization of, approval by, notice to, or filing with, any United States federal or New York
State governmental authority is required under United States federal or New York State law to be
obtained or made on or prior to the date hereof by BAH Borrower in connection with its execution
and delivery of the Amendment, or performance of its payment obligations under the Transaction
Documents to which it is a party, or in connection with the validity or enforceability against it
of the Amendment.




(d) Except for (1) any consents, authorizations, approvals, notices and filings that have
been obtained or made and are in full force and effect, (2) filings to perfect the security
interests created by the Security Documents, (3) filings in the United States Patent and
Trademark Office and the United States Copyright Office and in appropriate offices under any
applicable state trademark laws, (4) mortgage filings in connection with any of the Loan
Documents, (5) filings or consents required to create or perfect any Lien on Collateral
constituting mobile goods covered by a certificate of title, (6) consents, notices or filings
required pursuant to the Assignment of Claims Act and (7) those consents, authorizations,
approvals, notices and filings that, individually or in the aggregate, if not made, obtained or
done would not to our knowledge have a Material Adverse Effect, to our knowledge no consent or
authorization of, approval by, notice to, or filing with, any United States federal or New York
State governmental authority is required under United States federal or New York State law to be
obtained or made on or prior to the date hereof by any Subsidiary Party in connection with its
execution and delivery of the Amendment, or performance of its payment obligations under the
Transaction Documents to which it is a party, or in connection with the validity or
enforceability against it of the Amendment.



7. (a) The execution and delivery by the Borrower of the Amendment, and the performance by the
Borrower of its payment obligations under the Transaction Documents to which it is a party, (x)
will not violate any existing United States federal or New York State law, rule or regulation known
by us to be applicable to the Borrower (including without limitation Regulation U of the Board of
Governors of the Federal Reserve System), except for such violations that to our knowledge would
not have a Material Adverse Effect, and (y) will not result in, or require, the creation or
imposition of any Lien (other than under the Loan Documents) on any of its properties or revenues
by operation of any law, rule or regulation referred to in the preceding clause (x).




(b) The execution and delivery by Holdings of the Amendment, and the performance by Holdings
of its payment obligations under the Transaction Documents to which it is a party, (x) will not
violate any existing United States federal or New York State law, rule or regulation known by us
to be applicable to Holdings, except for such violations that to our knowledge would not have a
Material Adverse Effect, and (y) will not result in, or require, the creation or imposition of
any Lien (other than under the Loan Documents) on any of its properties or revenues by operation
of any law, rule or regulation referred to in the preceding clause (x).




(c) The execution and delivery by BAH Borrower of the Amendment, and the performance by BAH
Borrower of its payment obligations under the Transaction Documents to which it is a party, (x)
will not violate any existing United States federal or New York State law, rule or regulation
known by us to be applicable to BAH Borrower (including without limitation Regulation U of the
Board of Governors of the Federal Reserve System), except for such violations that to our
knowledge would not have a Material Adverse Effect, and (y) will not result in, or require, the
creation or imposition of any Lien (other than under the Loan Documents) on any of its properties
or revenues by operation of any law, rule or regulation referred to in the preceding clause (x).




(d) The execution and delivery by each Subsidiary Party of the Amendment, and the
performance by each Subsidiary Party of its payment obligations under the Transaction Documents
to which it is a party, (x) will not violate any existing United States federal or New York State
law, rule or regulation known by us to be applicable to such Subsidiary Party, except for such
violations that to our knowledge would not have a Material Adverse Effect, and (y) will not
result in, or require, the creation or imposition of any Lien (other than under the Loan
Documents) on any of its properties or revenues by operation of any law, rule or regulation
referred to in the preceding clause (x).




(e) The execution and delivery by Booz Allen Transportation of the Amendment, and the
performance by Booz Allen Transportation of its payment obligations under the Transaction
Documents to which it is a party, will not violate the certificate of incorporation or by-laws of
Booz Allen Transportation.



8. (a) The Guarantee and Collateral Agreement is effective to create a valid security interest
in favor of the Collateral Agent for the benefit of the Secured Parties, as security for the
Obligations (as defined in the Guarantee and Collateral Agreement), in all of the collateral
described therein that is of the type in which a security interest can be created under Article 9
of the UCC (the “Article 9 Collateral”), to the extent the UCC is applicable to the creation of
such security interest.




(b) Upon the delivery of the Article 9 Collateral in which a security interest may be
perfected by possession pursuant to the UCC to (and provided that the same remains in the
possession of) the Collateral Agent in the State of New York, the Collateral Agent, for the
benefit of the Secured Parties, has a perfected security interest in such Article 9 Collateral.




(c) Upon delivery of the Pledged Stock (in certificated form) either in bearer form or
registered form (issued or endorsed in each case in the name of the Collateral Agent or in blank)
to (and retention of control (within the meaning of Section 8-106 of the UCC) thereof by) the
Collateral Agent in the State of New York, the Collateral Agent has a perfected security interest
therein, to the extent the UCC is applicable to the perfection of such security interest.




(d) Upon the proper filing of the Financing Statement in the Filing Office, the Collateral
Agent has a perfected security interest in all of the right, title and interest of Booz Allen
Transportation in and to such Article 9 Collateral (excluding Fixtures as defined in the UCC), to
the extent perfection may be accomplished by the filing of financing statements in the Filing
Office under the UCC.



9. Neither BAH Borrower nor the Borrower is an “investment company” within the meaning of and
subject to regulation under the Investment Company Act of 1940, as amended.



EXHIBIT D-2

TO AGREEMENT




[FORM OF OPINION TO BE DELIVERED BY MORRIS, NICHOLS, ARSHT & TUNNELL LLP]




1. Each Delaware Corporation is a duly incorporated and validly existing corporation in good
standing under the laws of the State of Delaware.



2. Each Delaware Corporation has the requisite corporate power and authority to execute and
deliver, as applicable, the Loan Documents to which it is a party and to perform its obligations
thereunder.



3. The execution and delivery, as applicable, by each Delaware Corporation of the Loan
Documents to which it is a party, and the performance by such Delaware Corporation of its
obligations thereunder, have been duly authorized by all requisite corporate action on the part of
such Delaware Corporation.



4. The execution and delivery, as applicable, by each Delaware Corporation of the Loan
Documents to which it is party do not, and the performance by such Delaware Corporation of its
obligations thereunder will not, (a) violate the Governing Documents of such Delaware Corporation,
(b) violate any applicable law, rule or regulation of the State of Delaware or (c) result in, or
require, the creation or imposition of any lien (other than under the Loan Documents) on any of its
properties or revenues by operation of any law, rule or regulation referred to in the preceding
clause (b).



5. No approval, consent or authorization of, filing with or notice to, any governmental
authority of the State of Delaware is required in connection with the execution and delivery, as
applicable, by any Delaware Corporation of the Loan Documents to which it is a party and the
performance by such Delaware Corporation of its obligations thereunder.



6. Each Delaware Corporation has duly executed and delivered Amendment No. 2.



7. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral owned or acquired by the Borrower (the “Borrower
Collateral”), the Borrower Financing Statement (as identified and defined on Annex C hereto) having
been filed in the State Office, the security interest of the Collateral Agent is perfected in the
portion of the Borrower Collateral as to which a security interest can be perfected by filing a
financing statement in the State of Delaware under the Delaware UCC (the “Borrower Filing
Collateral”).



8. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral owned or acquired by ASE (the “ASE Collateral”),
the ASE Financing Statement (as identified and defined on Annex C hereto) having been filed in the
State Office, the security interest of the Collateral Agent is perfected in the portion of the ASE
Collateral as to which a security interest can be perfected by filing a financing statement in the
State of Delaware under the Delaware UCC (the “ASE Filing Collateral”).



9. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral owned or acquired by International (the
“International Collateral”), the International Financing Statement (as identified and defined on
Annex C hereto) having been filed in the State Office, the security interest of the Collateral
Agent is perfected in the portion of the International Collateral as to which a security interest
can be perfected by filing a financing statement in the State of Delaware under the Delaware UCC
(the “International Filing Collateral”).



10. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral owned or acquired by Holdings (the “Holdings
Collateral”), the Holdings Financing Statement (as identified and defined on Annex C hereto) having
been filed in the State Office, the security interest of the Collateral Agent is perfected in the
portion of the Holdings Collateral as to which a security interest can be perfected by filing a
financing statement in the State of Delaware under the Delaware UCC (the “Holdings Filing
Collateral”).



EXHIBIT E

TO AGREEMENT




FORM OF CLOSING CERTIFICATE




February [__], 2011




Pursuant to Article 4.1.7 of the Loan Agreement, Waiver and Amendment No. 2, dated as of
February [      ], 2011 (the “Amendment”; unless otherwise defined herein, terms defined in the
Amendment or the Credit Agreement (as defined below) referred to therein and used herein shall have
the meanings given to them in the Amendment or the Credit Agreement, as applicable), to the Credit
Agreement, dated as of July 31, 2008, as amended and restated on December 11, 2009 and as further
amended and restated on February [      ], 2011 (the “Credit Agreement”), among BOOZ ALLEN
HAMILTON INVESTOR CORPORATION (f/k/a EXPLORER INVESTOR CORPORATION), a Delaware corporation
(“Holdings”), BOOZ ALLEN HAMILTON INC. (as successor to EXPLORER MERGER SUB CORPORATION), a
Delaware corporation (the “Borrower”), the several banks and other financial institutions
or entities from time to time parties thereto (the “Lenders”), CREDIT SUISSE AG, CAYMAN
ISLANDS BRANCH (f/k/a CREDIT SUISSE, CAYMAN ISLANDS BRANCH), as Administrative Agent, Collateral
Agent, Issuing Lender and Swingline Lender MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (as
successor to BANC OF AMERICA SECURITIES LLC) and CREDIT SUISSE SECURITIES (USA) LLC, as joint lead
arrangers, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (as successor to BANC OF AMERICA
SECURITIES LLC), CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS BANK PLC, GOLDMAN SACHS
BANK USA, MORGAN STANLEY SENIOR FUNDING, INC., and SUMITOMO MITSUI BANKING CORPORATION, as joint
bookrunners, BANK OF AMERICA, N.A., as Syndication Agent, and BARCLAYS BANK PLC, as documentation
agent, the undersigned [TITLE] of [COMPANY] (the “Company”), hereby certifies on behalf of
the Company (and not individually) as follows:




	 	1.	 	No Default or Event of Default (other than the Existing
Defaults (as defined in the Amendment)) exists as of the Amendment and
Restatement Effective Date, both immediately before and immediately after
giving effect to this Amendment and the borrowing of the BAH Tranche A Term
Loans, BAH Tranche B Term Loans, and Additional Revolving Commitments.






	 	2.	 	The representations and warranties (other than the
representations and warranties which are not true and correct as a result of
matters described in Section 2.4 of the Amendment) contained in the Credit
Agreement and in the other Loan Documents are true and correct in all material
respects on the Amendment and Restatement Effective Date, both immediately
before and immediately after giving effect to the Amendment and the borrowing
of the BAH Tranche A Term Loans, BAH Tranche B Term Loans and Additional
Revolving Commitments, with the same effect as though such representations and
warranties had been made on and as of the BAH Loan Effective Date (unless such
representation or warranty relates to a specific date, in which case such
representation or warranty shall be true and correct in all material respects
as of such specific date).






	 	3.	 	Attached hereto as Exhibit A is a copy of a certificate
of good standing or the equivalent from the Company’s jurisdiction of
organization dated as of a recent date prior to the date hereof.






	 	4.	 	Attached hereto as Exhibit B is a true and complete
copy of the resolutions duly adopted by Action of the Executive Committee of
the Board of Directors of the Company, and such resolutions have not in any way
been amended, modified, revoked or rescinded, have been in full force and
effect since their adoption to and including the date hereof and are now in
full force and effect.






	 	5.	 	Attached hereto as Exhibit C is a true and complete
copy of the bylaws of the Company as in effect on the date hereof.






	 	6.	 	Attached hereto as Exhibit D is a true and complete
copy of the Charter of the Executive Committee of the Board of Directors of the
Company as in effect on the date hereof.






	 	7.	 	Attached hereto as Exhibit E is a true and complete
certified copy of the Certificate of Incorporation of the Company as in effect
on the date hereof, and such Certificate of Incorporation has not been amended,
repealed, modified or restated.






	 	8.	 	The following persons are now duly elected and qualified
officers of the Company holding the offices indicated next to their respective
names, and the signatures appearing opposite their respective names are the
true and genuine signatures of such officers, and each of such officers is duly
authorized to execute and deliver on behalf of the Company the Amendment and
each of the Loan Documents to which it is a party and any certificate or other
document to be delivered by the Company pursuant to the Amendment and the Loan
Documents to which it is a party:






Name and Title Signature



	 	 	 
	[NAME]

	 	     
	[TITLE]

	 	

	[NAME]

	 	     
	[TITLE]

	 	

	[NAME]

	 	     
	[TITLE]

	 	

	[NAME]

	 	     
	[TITLE]

	 	

	[NAME]

	 	     
	[TITLE]

	 	







Debevoise & Plimpton LLP is entitled to rely on this certificate in connection with the opinions it
is delivering in connection with Section 4.1.6 of the Amendment. Morris, Nichols, Arsht & Tunnell
LLP is entitled to rely on this certificate in connection with the opinions it is delivering in
connection with Section 4.1.6 of the Amendment.



8



IN WITNESS WHEREOF, the undersigned has hereunto set its name as of the date set forth above.




     


Name:


Title:



I, [NAME], [TITLE] of the Company, do hereby certify that [NAME] is the duly elected and
qualified [TITLE], and that his signature set forth above is his genuine signature.




     


Name:


Title:



9



Exhibit A




to Closing Certificate




[Certificate of Good Standing]





10






Exhibit B

to Closing Certificate




[Action of the Executive Committee of the Board of Directors]





11






Exhibit C

to Closing Certificate




[Bylaws]






12






Exhibit D

to Closing Certificate




[Charter of the Executive Committee of the Board of Directors]





13






Exhibit E

to Closing Certificate




[Certificate/Articles of Incorporation]





14