Seventh Amendment to the Credit Agreement, dated as of November 26, 2019, among Booz Allen Hamilton Inc., as Borrower, Booz Allen Hamilton Investor Corporation, Booz Allen Hamilton Engineering Holding Co., LLC, Booz Allen Hamilton Engineering Services, LLC, SDI Technology Corporation, eGov Holdings, Inc. and Aquilent, Inc., as Guarantors, Bank of America, N.A., as Administrative Agent, Collateral Agent, Exchanging Lender and New Refinancing Tranche B Term Lender and the other Lenders and financial institutions from time to time party thereto

EX-10.1 2 tm1923849d1_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

Execution Version

SEVENTH AMENDMENT

SEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of November 26, 2019 (this “Amendment”), among BOOZ ALLEN HAMILTON INC., a Delaware corporation (the “Borrower”), the Guarantors (as defined therein), the Administrative Agent (as defined below), the Collateral Agent (as defined below), and the Lenders party hereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders from time to time party thereto and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent (in such capacity, the “Collateral Agent”) and Issuing Lender, are parties to a Credit Agreement, dated as of July 31, 2012 (as amended by the First Amendment to Credit Agreement, dated as of August 16, 2013, the Second Amendment to Credit Agreement, dated as of May 7, 2014, the Third Amendment to Credit Agreement, dated as of July 13, 2016, the Fourth Amendment to Credit Agreement, dated as of February 6, 2017, the Fifth Amendment to Credit Agreement, dated as of March 7, 2018, the Sixth Amendment to Credit Agreement, dated as of July 23, 2018, and as otherwise heretofore amended, the “Credit Agreement”);

WHEREAS, the Borrower has requested that (a) the Persons set forth on Schedule I hereto (the “New Refinancing Tranche B Term Lenders”) make term loans (the “New Refinancing Tranche B Term Loans”) in an aggregate principal amount of $44,184,917.88 to the Borrower on the Seventh Amendment Effective Date (as defined below) and (b) the Exchanging Lenders (as defined below) exchange their Existing Tranche B Term Loans (as defined below) for term loans of like aggregate principal amount (the “Exchanged Refinancing Tranche B Term Loans” and, together with the New Refinancing Tranche B Term Loans, the “Refinancing Tranche B Term Loans”), in each case subject to the terms and conditions set forth herein; and

WHEREAS, pursuant to Section 10.1(c) of the Credit Agreement, the Borrower, the Administrative Agent and the Refinancing Tranche B Term Lenders (as defined below) agree to amend the Credit Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION One – REFINANCING TRANCHE B TERM LOANS.

(a) Subject to the terms and conditions set forth herein and in the Credit Agreement, each New Refinancing Tranche B Term Lender severally agrees to make New Refinancing Tranche B Term Loans in Dollars to the Borrower on the Seventh Amendment Effective Date in an aggregate principal amount not to exceed the amount set forth opposite such New Refinancing Tranche B Term Lender’s name on Schedule I hereto. Amounts borrowed under this Section 1(a) and repaid or prepaid may not be reborrowed.

(b) The proceeds of the New Refinancing Tranche B Term Loans shall be used solely to repay in full all Initial Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the effectiveness hereof (the “Existing Tranche B Term Loans”), other than the Existing Tranche B Term Loans of the Exchanging Lenders that are exchanged for Exchanged Refinancing Tranche B Term Loans and deemed repaid pursuant to paragraph (d) below, and to pay related accrued and unpaid interest, fees and expenses.

(c) Unless previously terminated, the commitments of the New Refinancing Tranche B Term Lenders pursuant to Section 1(a) shall terminate upon the making of the New Refinancing Tranche B Term Loans on the Seventh Amendment Effective Date.

(d) Each lender holding Existing Tranche B Term Loans that executes and delivers a signature page to this Amendment and indicates thereon its election of the “Cashless Settlement Option” (each such Lender, an “Exchanging Lender” and, together with the New Refinancing Tranche B Term Lenders, the “Refinancing Tranche B Term Lenders”; each Tranche B Term Lender that does not so elect, a “Non-Exchanging Lender”) severally agrees, on the Seventh Amendment Effective Date and subject to the terms and conditions set forth herein and in the Credit Agreement, to exchange all (or such lesser amount as the Administrative Agent may allocate to such Lender (any such Existing Tranche B Term Loans of such Lender not allocated for exchange pursuant hereto, its “Non-Allocated Existing Tranche B Term Loans”)) of its Existing Tranche B Term Loans (the aggregate principal amount of Existing Tranche B Term Loans of such Lender so exchanged, its “Exchanged Amount”) for Exchanged Refinancing Tranche B Term Loans (which Existing Tranche B Term Loans so exchanged shall thereafter be deemed repaid and canceled and no longer be outstanding) in an aggregate principal amount equal to its Exchanged Amount. All accrued and unpaid interest on, and all other amounts owing in respect of, the Existing Tranche B Term Loans of each Exchanging Lender that are exchanged pursuant to this paragraph (d) (less the Exchanged Amount) shall be repaid in full in cash on the Seventh Amendment Effective Date.

(e) The Existing Tranche B Term Loans of each Non-Exchanging Lender and the Non-Allocated Existing Tranche B Term Loans of each Exchanging Lender shall be repaid in full in cash on the Seventh Amendment Effective Date, together with all accrued and unpaid interest on, and all other amounts owing in respect of, such Existing Tranche B Term Loans.

(f) Unless the context shall otherwise require, the New Refinancing Tranche B Term Lenders and the Exchanging Lenders shall constitute “Tranche B Term Lenders”, “Term Lenders” and “Lenders” and the New Refinancing Tranche B Term Loans and Exchanged Refinancing Tranche B Term Loans shall constitute “Initial Tranche B Term Loans”, “Tranche B Term Loans”, “Term Loans” and “Loans”, in each case for all purposes of the Credit Agreement (as amended hereby) and the other Loan Documents. For the avoidance of doubt, the New Refinancing Tranche B Term Loans and the Exchanged Refinancing Tranche B Term Loans shall constitute a single Tranche under the Credit Agreement.

SECTION Two – CREDIT AGREEMENT AMENDMENTS. Subject to the satisfaction of the conditions set forth in Section Three hereof:

(a) The following defined term shall be added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:

“Seventh Amendment Effective Date”: November 26, 2019.

(b) The definition of “Applicable Margin” or “Applicable Commitment Fee Rate” set forth in Section 1.1 of the Credit Agreement is hereby amended by replacing the percentages “1.00%” and “2.00%” in clause (ii) thereof with “0.75%” and “1.75%”, respectively.

(c) The definition of “Tranche B Term Maturity Date” set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirely to read as follows:

“Tranche B Term Maturity Date”: November 26, 2026.

(d) Section 2.3(b) of the Credit Agreement is hereby amended by (i) replacing “the last Business Day of June, 2018” with “the last Business Day of March, 2020” and (ii) replacing “Fifth Amendment Effective Date” with “Seventh Amendment Effective Date” in all three places where it appears.

(e) Section 2.11(b) of the Credit Agreement is hereby amended by replacing “Fifth Amendment Effective Date” with “Seventh Amendment Effective Date” in both places where it appears.

SECTION Three – CONDITIONS TO EFFECTIVENESS: This Amendment, the agreements of the New Refinancing Tranche B Term Lenders and the Exchanging Lenders under Section One hereof and the amendments set forth in Section Two shall become effective on the date (the “Seventh Amendment Effective Date”) when each of the following conditions shall have been satisfied:

(a) Amendment. the Loan Parties and each Refinancing Tranche B Term Lender shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to the Administrative Agent (or its counsel);

(b) No Default; Representations and Warranties. (i) no Default or Event of Default shall exist on the Seventh Amendment Effective Date immediately after giving effect to this Amendment and the borrowing of the Refinancing Tranche B Term Loans and (ii) all of the representations and warranties of the Loan Parties contained in the Loan Documents shall be true and correct in all material respects on the Seventh Amendment Effective Date as if made on and as of such date (unless such representation or warranty relates to a specific date, in which case such representation or warranty shall have been true and correct in all material respects as of such specific date);

(c) Borrowing and Prepayment. (i) the Administrative Agent shall have received from the Borrower a notice of prepayment with respect to the Existing Tranche B Term Loans (other than Existing Tranche B Term Loans that are exchanged for Exchanged Refinancing Tranche B Term Loans) (the “Term Loan Prepayment”) and a notice of borrowing with respect to the Refinancing Tranche B Term Loans and (ii) substantially contemporaneously with the other transactions contemplated hereby, the Borrower shall have made the Term Loan Prepayment and shall have paid all accrued and unpaid interest on all Existing Tranche B Term Loans and other amounts required to be paid by it in connection therewith;

(d) Fees. the Borrower shall have paid, or caused to be paid (including, at the Borrower’s option, by means of offsetting against the proceeds of the Loans made on the Seventh Amendment Effective Date) to the Administrative Agent all fees and other amounts due and payable under or in connection with this Amendment, including, without limitation, the fees payable pursuant to Section Nine hereof and all fees and other amounts agreed to between the Borrower and the lead arranger of this Amendment, and, to the extent invoiced in reasonable detail at least three Business Days prior to the Seventh Amendment Effective Date, all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document;

(e) Legal Opinions; Certificates. the Administrative Agent shall have received legal opinions and closing certificates (consistent with those delivered on the Closing Date pursuant to clauses (f) and (g) of Section 5.1 of the Credit Agreement, taking into account any changes to such counsel’s form of opinion on account of developments in opinion practice), together with appropriate insertions and attachments (including true and complete copies of resolutions of the board of directors or a duly authorized committee thereof for each of the Loan Parties approving and authorizing the execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby and a good standing certificate (or the equivalent thereof) for the Borrower and the other Loan Parties from their respective jurisdictions of formation); and

(f) USA PATRIOT Act. the Lenders shall have received from the Borrower and each of the Loan Parties documentation and other information reasonably requested by any Lender no less than five Business Days prior to the Seventh Amendment Effective Date that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

SECTION Four – REPRESENTATIONS AND WARRANTIES; NO DEFAULTS. In order to induce the Lenders to enter into this Amendment, each of the Loan Parties represents and warrants, on the Seventh Amendment Effective Date, to each of the Lenders and the Administrative Agent that:

(a) the execution, delivery and performance by such Loan Party of this Amendment is within such Loan Party’s corporate or other powers, has been authorized by all necessary corporate or other organizational action, except (other than with respect to the Borrower), to the extent such failure to do so would not reasonably be expected to have a Material Adverse Effect, and has been duly executed and delivered on behalf of the Loan Parties party hereto;

(b) this Amendment and the Credit Agreement, as amended hereby, each constitute a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting 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;

(c) all of the representations and warranties contained in the Credit Agreement, as amended hereby, and in the other Loan Documents are true and correct in all material respects on the Seventh Amendment Effective Date as if made on and as of such date (unless such representation or warranty relates to a specific date, in which case such representation or warranty were true and correct in all material respects as of such specific date); and

(d) no Default or Event of Default exists as of the Seventh Amendment Effective Date after giving effect to this Amendment and the borrowing of the Refinancing Tranche B Term Loans.

The Administrative Agent shall give prompt notice in writing to the Borrower of the occurrence of the Seventh Amendment Effective Date. It is understood that such writing may be delivered or furnished by electronic communication.

SECTION Five – SECURITY. The Loan Parties acknowledge that (a) the Refinancing Tranche B Term Loans constitute Borrower Obligations (as defined in the Guarantee and Collateral Agreement) and (b) notwithstanding the effectiveness of this Amendment, (i) the Guarantee and Collateral Agreement shall continue to be in full force and effect, (ii) the Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) of each Guarantor are not impaired or affected and (iii) all guarantees made by the Loan Parties pursuant to the Guarantee and Collateral Agreement and all Liens granted by the Loan Parties as security for the Borrower Obligations (including the Refinancing Tranche B Term Loans) and the Guarantor Obligations pursuant to the Guarantee and Collateral Agreement continue in full force and effect; and, further, confirm and ratify their respective obligations under each of the Loan Documents executed by the Loan Parties, as amended hereby.

SECTION Six – SEVERABILITY. Any provision of this Amendment 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 Seven – CONTINUING EFFECT; NO OTHER WAIVERS OR AMENDMENTS. Except as expressly set forth herein, this Amendment shall not (a) constitute a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the Credit Agreement (other than with respect to the Existing Tranche B Term Loans) or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or (b) 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 Credit Agreement, as amended hereby, the Guarantee and Collateral 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 Credit Agreement, as amended hereby, the Guarantee and Collateral 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 Credit Agreement, as amended hereby, the Guarantee and Collateral Agreement or any other Loan Document in similar or different circumstances. After the Seventh Amendment Effective Date, any reference in any Loan Document to the Credit Agreement shall mean the Credit Agreement, as amended hereby. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement, as amended hereby, and the other Loan Documents.

SECTION Eight – COUNTERPARTS. This Amendment may be executed by one or more of the parties to this Amendment 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 Amendment by facsimile or electronic (i.e. “pdf”) transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION Nine – PAYMENT OF FEES AND EXPENSES. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Amendment including, without limitation, the reasonable fees and disbursements and other charges of Cravath, Swaine & Moore LLP, counsel to the Administrative Agent.

SECTION Ten – GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT 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 LAW 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. The provisions of Sections 10.12 and 10.17 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.

SECTION Eleven – TAX MATTERS. For purposes of determining withholding Taxes imposed under FATCA, from and after the Seventh Amendment Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

_____

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

	BOOZ ALLEN HAMILTON INC.

	By:	/s/ Lloyd W. Howell, Jr.
		Name: Lloyd W. Howell, Jr.
		Title: Executive Vice President, Chief Financial Officer and Treasurer

	BOOZ ALLEN HAMILTON INVESTOR CORPORATION

	By:	/s/ Lloyd W. Howell, Jr.
		Name: Lloyd W. Howell, Jr.
		Title: Executive Vice President, Chief Financial Officer and Treasurer

	BOOZ ALLEN HAMILTON ENGINEERING HOLDING CO., LLC

	By:	/s/ Laura S. Adams
		Name: Laura S. Adams
		Title: Treasurer

	BOOZ ALLEN HAMILTON ENGINEERING SERVICES, LLC

	By:	/s/ Laura S. Adams
		Name: Laura S. Adams
		Title: Treasurer

	SDI TECHNOLOGY CORPORATION

	By:	/s/ Laura S. Adams
		Name: Laura S. Adams
		Title: Treasurer

[Signature Page to Seventh Amendment to Credit Agreement]

	EGOV HOLDINGS, INC.

	By:	/s/ Laura S. Adams
		Name: Laura S. Adams
		Title: Treasurer

	AQUILENT, INC.

	By:	/s/ Laura S. Adams
		Name: Laura S. Adams
		Title: Treasurer

[Signature Page to Seventh Amendment to Credit Agreement]

	BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent


	By:	/s/ Kyle D.Harding
		Name: Kyle D. Harding
		Title: Assistant Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

	BANK OF AMERICA, N.A., as Exchanging Lender and New Refinancing Tranche B Term Lender


	By:	/s/ Jeanette Lu
		Name: Jeanette Lu
		Title: Director

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

I.	Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

By checking this box, the undersigned Tranche B Term Lender hereby consents to the Amendment and agrees to exchange (on a cashless basis) 100% of the outstanding principal amount of its Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) for Exchanged Refinancing Tranche B Term Loans in an equal principal amount.

ASSIGNMENT SETTLEMENT OPTION:

By checking this box, the undersigned Tranche B Term Lender hereby agrees to have an amount equal to 100% of the outstanding principal amount of the Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) held by such Tranche B Term Lender on the Seventh Amendment Effective Date prepaid on the Seventh Amendment Effective Date and to purchase by assignment New Refinancing Tranche B Term Loans under the Credit Agreement (as amended by the Seventh Amendment) in an equal principal amount post-closing.

II.	Signature:

	55 Loan Strategy Fund Series 2 A Series Trust Of Multi
	Manager Global Investment Trust
	as a Lender
	By:	BlackRock Financial Management Inc., Its Investment Manager

	By:	/s/ Ron Jacobi
	Name: Rob Jacobi
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

	55 Loan Strategy Fund Series 3 A Series Trust Of Multi
	Manager Global Investment Trust
	as a Lender
	By:	BlackRock Financial Management Inc., Its Investment Manager

	By:	/s/ Ron Jacobi
	Name: Rob Jacobi
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:


	55 Loan Strategy Fund Series 4 A Series Trust Of Multi
	Manager Global Investment Trust
	as a Lender
	By:	BlackRock Financial Management Inc., Its Investment Manager

	By:	/s/ Ron Jacobi
	Name: Rob Jacobi
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

	ABR Reinsurance LTD.
	as a Lender
	By:	BlackRock Financial Management Inc., Its Investment Manager

	By:	/s/ Ron Jacobi
	Name: Rob Jacobi
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:


	ACE Property & Casualty Insurance Company
	as a Lender
	By:	BlackRock Financial Management Inc., Its Investment Manager

	By:	/s/ Ron Jacobi
	Name: Rob Jacobi
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:


	Name of Institution:

	AIB Debt Management Limited

	By:	/s/ Ellen Kenneally
	Name: Ellen Kenneally
	Title: Vice President
	Investment Advisor to AIB Debt Management, Limited

	By:	/s/ Pamela McQuade
	Name: Pamela McQuade
	Title: Assistant Vice President
	Investment Manager to AIB Debt Management, Limited

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

	AJ BB Loan Fund 2018
	as a Lender
	By: Apollo Capital Management, L.P, its investment manager
	By: Apollo Capital Management GP, LLC, its general partner

	By:	/s/ Lacary Sharpe
	Name: Lacary Sharpe
	Title: Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

	ALJ Global Loan Fund 2016 A SERIES TRUST OF MULTI
	MANAGER GLOBAL INVESTMENT TRUST
	as a Lender

	By:	/s/ Robert Davis
	Name: Robert Davis
	Title: Sr. Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

I.	Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.	Signature:

	AMADABLUM US Leveraged Loan Fund a Series Trust of Global Multi Portfolio Investment Trust
	as a Lender
	By: Invesco Senior Secured Management, Inc. as Investment Manager

	By:	/s/ Kevin Egan
	Name: Kevin Egan
	Title: Authorized Individual

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

	AMMC CLO 15, LIMITED
	as a Lender
	By: American Money Management Corp., as Collateral Manager

	By:	/s/ David P. Meyer
	Name: David P. Meyer
	Title: Senior Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

	AMMC CLO 16, LIMITED
	as a Lender
	By: American Money Management Corp., as Collateral Manager

	By:	/s/ David P. Meyer
	Name: David P. Meyer
	Title: Senior Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

	AMMC CLO 18, LIMITED
	as a Lender
	By: American Money Management Corp.,
	as Collateral Manager

	By:	/s/ David Meyer
	Name: David Meyer
	Title: Senior Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

	AMMC CLO 19, LIMITED
	as a Lender
	By: American Money Management Corp.,
	as Collateral Manager

	By:	/s/ David Meyer
	Name: David Meyer
	Title: Senior Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

	AMMC CLO 20, LIMITED
	as a Lender
	By: American Money Management Corp.,
	as Collateral Manager

	By:	/s/ David Meyer
	Name: David Meyer
	Title: Senior Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

	AMMC CLO XIV, LIMITED
	as a Lender

	By:	/s/ David P. Meyer
	Name: David P. Meyer
	Title: Senior Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

	Ares Loan Trust 2011
	as a Lender
	By: ARES MANAGEMENT LLC, ITS INVESTMENT MANAGER

	By:	/s/ Charles Williams
	Name: Charles Williams
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

	Name of Institution:

	AZB Funding

	By:	/s/ Shuji Tsubota
	Name:	Shuji Tsubota
	Title:	Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

Name of Institution:

BANK OF AMERICA, N.A.

By:	/s/ Jeannette Lu
	Name:	Jeannette Lu
	Title:	Director

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

Name of Institution:

The Bank of East Asia, Limited, Los Angeles Branch

By:	/s/ Chong C. Tan
	Name:	Chong C. Tan
	Title:	SVP & Head of RMU

By:	/s/ Simon Keung
	Name:	Simon Keung
	Title:	General Manager

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

Name of Institution:

BEAN CREEK CLO, LTD.

By:	/s/ Bryan S. Higgins
	Name:	Bryan S. Higgins
	Title:	MANAGER

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

Name of Institution:

CLEAR CREEK CLO, LTD.

By:	/s/ Bryan S. Higgins
	Name:	Bryan S. Higgins
	Title:	MANAGER

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

Name of Institution:

DEER CREEK CLO, LTD.

By:	/s/ Bryan S. Higgins
	Name:	Bryan S. Higgins
	Title:	MANAGER

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

Name of Institution:

SILVER CREEK CLO, LTD.

By:	/s/ Bryan S. Higgins
	Name:	Bryan S. Higgins
	Title:	MANAGER

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

	BR US Leveraged Loan Fund a Series Trust of MYL Global Investment Trust
	as a Lender
	By: BlackRock Financial Management Inc., its Investment Manager

	By:	/s/ Rob Jacobi
	Name:	Rob Jacobi
	Title:	Authorized Individual

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

	Canyon Capital CLO 2014-1, Ltd.
	as a Lender
	By: Canyon Capital Advisors LLC, its Collateral Manager

	By:	/s/ Jonathan M. Kaplan
	Name:	Jonathan M. Kaplan
	Title:	Authorized Individual

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

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II.

Signature:

Name of Institution:

CATHAY BANK,

By:	/s/ Dean Kawai
	Name:	Dean Kawai
	Title:	Senior Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

I.	Election [Check ONLY ONE of the two boxes below]:

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II.

Signature:

	CHUBB European Group SE
	as a Lender
	By: BlackRock Financial Management, Inc., its Sub Advisor

	By:	/s/ Rob Jacobi
	Name:	Rob Jacobi
	Title:	Authorized Individual

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

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II.

Signature:

	Citizens First Bank
	as a Lender

	By:	/s/ Josh Biller
	Name:	Josh Biller
	Title:	Senior Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

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II.

Signature:

Name of Institution:

Credit Industriel et Commercial, New York Branch


By:	/s/ Clifford Abramsky
	Name:	Clifford Abramsky
	Title:	Managing Director


By:	/s/ Garry Weiss
	Name:	Garry Weiss
	Title:	Managing Director

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

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II.

Signature:

	CVC CP USD Loan Trust 2019
	as a Lender
	By: CVC Credit Partners, LLC

	By:	/s/ Gretchen Bergstresser
	Name:	Gretchen Bergstresser
	Title:	Senior Portfolio Manager

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

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II.

Signature:

	Delaware Life Insurance Company
	as a Lender

	By:	/s/ Rob Jacobi
	Name:	Rob Jacobi
	Title:	Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

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II.

Signature:

	East West Bank
	as a Lender

	By:	/s/ Andrew Maria
	Name:	Andrew Maria
	Title:	Senior Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

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II.

Signature:

	Employers Assurance Company
	as a Lender
	By: BlackRock Financial Management, Inc. Its Investment Advisor

	By:	/s/ Rob Jacobi
	Name:	Rob Jacobi
	Title:	Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

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II.

Signature:

	Employers Compensation Insurance Company
	as a Lender
	By: BlackRock Financial Management, Inc. Its Investment Advisor


	By:	/s/ Rob Jacobi
	Name:	Rob Jacobi
	Title:	Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

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II.

Signature:

	Employers Holdings Inc
	as a Lender
	By: BlackRock Financial Management, Inc. Its Investment Advisor

	By:	/s/ Rob Jacobi
	Name:	Rob Jacobi
	Title:	Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

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II.

Signature:

	Employers Insurance Company of Nevada
	as a Lender
	By: BlackRock Financial Management, Inc. Its Investment Advisor

	By:	/s/ Rob Jacobi
	Name:	Rob Jacobi
	Title:	Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

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II.

Signature:

	Employers Preferred Insurance Company
	as a Lender
	By:	BlackRock Financial Management, Inc.

	By:	/s/ Rob Jacobi
	Name: Rob Jacobi
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

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II.

Signature:

	Employers Reassurance Corporation
	as a Lender
	By:	BlackRock Financial Management, Inc., Its Investment Advisor

	By:	/s/ Rob Jacobi
	Name: Rob Jacobi
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

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II.

Signature:

	Name of Institution:

	Erste Group Bank AG

	By:	/s/ Gregory Aptman
		Name: Gregory Aptman
		Title: Managing Director

	By:	/s/ John Fay
		Name: John Fay
		Title: Senior Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

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II.

Signature:

	Name of Institution:

	First Horizon Bank

	By:	/s/ William W. George
		Name: William W. George
		Title: Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

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II.

Signature:

	Name of Institution:

	FIRST MIDWEST BANK

	By:	/s/ Michael Trunck
		Name: Michael Trunck
		Title: Senior Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

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II.

Signature:

	Fixed Income Opportunities Nero, LLC
	as a Lender
	By:	BlackRock Financial Management, Inc., Its Investment Manager

	By:	/s/ Rob Jacobi
	Name: Rob Jacobi
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

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II.

Signature:

	GSO JUPITER LOAN TRUST
	as a Lender
	By:	GSO Capital Advisors LLC, As its Investment Advisor

	By:	/s/ Thomas Iannarone
	Name: Thomas Iannarone
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

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II.

Signature:

	GSO Loan Trust 2010
	as a Lender
	By: GSO Capital Advisors LLC,
	As its Investment Advisor

	By:	/s/ Thomas Iannarone
	Name: Thomas Iannarone
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

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II.

Signature:

	GSO LOAN TRUST 2011
	as a Lender
	By: GSO Capital Advisors LLC, As its Investment Advisor

	By:	/s/ Thomas Iannarone
	Name: Thomas Iannarone
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

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II.

Signature:

	Name of Institution:

	HALLMARK SPECIALTY INSURANCE COMPANY

	By:	/s/ Chris Kenney
	Name: Chris Kenney
	Title: Senior Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

I.	Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

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II.

Signature:

	HPS Loan Management 5-2015, Ltd.
	as a Lender
	By: HPS Investment Partners, LLC
	As the Collateral Manager

	By:	/s/ Jamie Donsky
	Name: Jamie Donsky
	Title: Senior Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

I.	Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

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II.	Signature:

	HPS Loan Management 3-2014, Ltd.
	as a Lender
	By: HPS Investment Partners CLO (US), LLC,
	as investment manager

	By:	/s/ Jamie Donsky
	Name: Jamie Donsky
	Title: Senior Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

I.	Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.	Signature:

	HPS Loan Management 2013-2, Ltd.
	as a Lender
	By: HPS Investment Partners, LLC,
	Its Investment Manager

	By:	/s/ Jamie Donsky
	Name: Jamie Donsky
	Title: Senior Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

I.	Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:


	HPS Loan Management 4-2014, Ltd.
	as a Lender
	By: HPS Investment Partners, LLC
	As the Collateral Manager

	By:	/s/ Jamie Donsky
	Name: Jamie Donsky
	Title: Senior Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

I.	Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.	Signature:

	Invesco Polaris US Bank Loan Fund
	as a Lender
	By: Invesco Senior Secured Management, Inc. as Investment Manager

	By:	/s/ Kevin Egan
	Name: Kevin Egan
	Title: Authorized Individual

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

I.	Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.	Signature:


	INVESCO SSL FUND LLC
	as a Lender
	By: Invesco Senior Secured Management, Inc. as Collateral Manager

	By:	/s/ Kevin Egan
	Name: Kevin Egan
	Title: Authorized Individual

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

I.	Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

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II.	Signature:

	JM2 Global Loan Fund 2017 A SERIES TRUST OF MULTI MANAGER GLOBAL INVESTMENT TRUST
	as a Lender
	By: Alcentra NY, LLC as its Collateral Manager

	By:	/s/ Robert Davis
	Name: Robert Davis
	Title: Sr. Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

I.	Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.	Signature:

	Magnetite VII, Limited
	as a Lender
	By: BlackRock Financial Management Inc., Its Collateral Manager

	By:	/s/ Rob Jacobi
	Name: Rob Jacobi
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

I.	Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.	Signature:

	Magnetite VIII, Limited
	as a Lender
	By: BlackRock Financial Management Inc., Its Collateral Manager

	By:	/s/ Rob Jacobi
	Name: Rob Jacobi
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

I.	Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

	Magnetite XII, LTD.
	as a Lender
	By: BlackRock Financial Management, Inc., Its Collateral Manager

	By:	/s/ Rob Jacobi
	Name: Rob Jacobi
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

	x	CASHLESS SETTLEMENT OPTION:
		By checking this box, the undersigned Tranche B Term Lender hereby consents to the Amendment and agrees to exchange (on a cashless basis) 100% of the outstanding principal amount of its Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) for Exchanged Refinancing Tranche B Term Loans in an equal principal amount.

	¨	ASSIGNMENT SETTLEMENT OPTION:
		By checking this box, the undersigned Tranche B Term Lender hereby agrees to have an amount equal to 100% of the outstanding principal amount of the Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) held by such Tranche B Term Lender on the Seventh Amendment Effective Date prepaid on the Seventh Amendment Effective Date and to purchase by assignment New Refinancing Tranche B Term Loans under the Credit Agreement (as amended by the Seventh Amendment) in an equal principal amount post-closing.

II.

Signature:

	Magnetite XIV-R, Limited
	as a Lender
	By:	BlackRock Financial Management, Its Investment Manager

	By:	/s/ Rob Jacobi
	Name: Rob Jacobi
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

	x	CASHLESS SETTLEMENT OPTION:
		By checking this box, the undersigned Tranche B Term Lender hereby consents to the Amendment and agrees to exchange (on a cashless basis) 100% of the outstanding principal amount of its Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) for Exchanged Refinancing Tranche B Term Loans in an equal principal amount.

	¨	ASSIGNMENT SETTLEMENT OPTION:
		By checking this box, the undersigned Tranche B Term Lender hereby agrees to have an amount equal to 100% of the outstanding principal amount of the Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) held by such Tranche B Term Lender on the Seventh Amendment Effective Date prepaid on the Seventh Amendment Effective Date and to purchase by assignment New Refinancing Tranche B Term Loans under the Credit Agreement (as amended by the Seventh Amendment) in an equal principal amount post-closing.

II.

Signature:

	MAGNETITE XIX, LIMITED
	as a Lender
	By:	BlackRock Financial Management, Inc. as Asset Manager

	By:	/s/ Rob Jacobi
	Name: Rob Jacobi
	Title: Authorized Individual

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

	x	CASHLESS SETTLEMENT OPTION:
		By checking this box, the undersigned Tranche B Term Lender hereby consents to the Amendment and agrees to exchange (on a cashless basis) 100% of the outstanding principal amount of its Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) for Exchanged Refinancing Tranche B Term Loans in an equal principal amount.

	¨	ASSIGNMENT SETTLEMENT OPTION:
		By checking this box, the undersigned Tranche B Term Lender hereby agrees to have an amount equal to 100% of the outstanding principal amount of the Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) held by such Tranche B Term Lender on the Seventh Amendment Effective Date prepaid on the Seventh Amendment Effective Date and to purchase by assignment New Refinancing Tranche B Term Loans under the Credit Agreement (as amended by the Seventh Amendment) in an equal principal amount post-closing.

II.

Signature:

	Magnetite XV, Limited
	as a Lender
	By:	BlackRock Financial Management, Inc., as Investment Manager

	By:	/s/ Rob Jacobi
	Name: Rob Jacobi
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

	x	CASHLESS SETTLEMENT OPTION:
		By checking this box, the undersigned Tranche B Term Lender hereby consents to the Amendment and agrees to exchange (on a cashless basis) 100% of the outstanding principal amount of its Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) for Exchanged Refinancing Tranche B Term Loans in an equal principal amount.

	¨	ASSIGNMENT SETTLEMENT OPTION:
		By checking this box, the undersigned Tranche B Term Lender hereby agrees to have an amount equal to 100% of the outstanding principal amount of the Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) held by such Tranche B Term Lender on the Seventh Amendment Effective Date prepaid on the Seventh Amendment Effective Date and to purchase by assignment New Refinancing Tranche B Term Loans under the Credit Agreement (as amended by the Seventh Amendment) in an equal principal amount post-closing.

II.

Signature:

	Magnetite XVII, Limited
	as a Lender
	By:	BLACKROCK FINANCIAL MANAGEMENT, INC., as Interim Investment Manager

	By:	/s/ Rob Jacobi
	Name: Rob Jacobi
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

	x	CASHLESS SETTLEMENT OPTION:
		By checking this box, the undersigned Tranche B Term Lender hereby consents to the Amendment and agrees to exchange (on a cashless basis) 100% of the outstanding principal amount of its Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) for Exchanged Refinancing Tranche B Term Loans in an equal principal amount.

	¨	ASSIGNMENT SETTLEMENT OPTION:
		By checking this box, the undersigned Tranche B Term Lender hereby agrees to have an amount equal to 100% of the outstanding principal amount of the Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) held by such Tranche B Term Lender on the Seventh Amendment Effective Date prepaid on the Seventh Amendment Effective Date and to purchase by assignment New Refinancing Tranche B Term Loans under the Credit Agreement (as amended by the Seventh Amendment) in an equal principal amount post-closing.

II.

Signature:

	Magnetite XVIII, Limited
	as a Lender
	By:	BlackRock Financial Management, Inc., its Collateral Manager

	By:	/s/ Rob Jacobi
	Name: Rob Jacobi
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

	x	CASHLESS SETTLEMENT OPTION:
		By checking this box, the undersigned Tranche B Term Lender hereby consents to the Amendment and agrees to exchange (on a cashless basis) 100% of the outstanding principal amount of its Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) for Exchanged Refinancing Tranche B Term Loans in an equal principal amount.

	¨	ASSIGNMENT SETTLEMENT OPTION:
		By checking this box, the undersigned Tranche B Term Lender hereby agrees to have an amount equal to 100% of the outstanding principal amount of the Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) held by such Tranche B Term Lender on the Seventh Amendment Effective Date prepaid on the Seventh Amendment Effective Date and to purchase by assignment New Refinancing Tranche B Term Loans under the Credit Agreement (as amended by the Seventh Amendment) in an equal principal amount post-closing.

II.

Signature:

	Magnetite XX, Limited
	as a Lender
	By:	BlackRock Financial Management, Inc., as Portfolio Manager

	By:	/s/ Rob Jacobi
	Name: Rob Jacobi
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

	x	CASHLESS SETTLEMENT OPTION:
		By checking this box, the undersigned Tranche B Term Lender hereby consents to the Amendment and agrees to exchange (on a cashless basis) 100% of the outstanding principal amount of its Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) for Exchanged Refinancing Tranche B Term Loans in an equal principal amount.

	¨	ASSIGNMENT SETTLEMENT OPTION:
		By checking this box, the undersigned Tranche B Term Lender hereby agrees to have an amount equal to 100% of the outstanding principal amount of the Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) held by such Tranche B Term Lender on the Seventh Amendment Effective Date prepaid on the Seventh Amendment Effective Date and to purchase by assignment New Refinancing Tranche B Term Loans under the Credit Agreement (as amended by the Seventh Amendment) in an equal principal amount post-closing.

II.

Signature:

	Medici Trust 2019
	as a Lender
	By:	HPS Investment Partners, LLC its Investment Manager

	By:	/s/ Jamie Donsky
	Name: Jamie Donsky
	Title: Senior Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

	x	CASHLESS SETTLEMENT OPTION:
		By checking this box, the undersigned Tranche B Term Lender hereby consents to the Amendment and agrees to exchange (on a cashless basis) 100% of the outstanding principal amount of its Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) for Exchanged Refinancing Tranche B Term Loans in an equal principal amount.

	¨	ASSIGNMENT SETTLEMENT OPTION:
		By checking this box, the undersigned Tranche B Term Lender hereby agrees to have an amount equal to 100% of the outstanding principal amount of the Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) held by such Tranche B Term Lender on the Seventh Amendment Effective Date prepaid on the Seventh Amendment Effective Date and to purchase by assignment New Refinancing Tranche B Term Loans under the Credit Agreement (as amended by the Seventh Amendment) in an equal principal amount post-closing.

II.

Signature:

	Name of Institution:

	Modern Bank, N.A.

	By:	/s/ Curt Lueker
		Name: Curt Lueker
		Title: Managing Director

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

	x	CASHLESS SETTLEMENT OPTION:
		By checking this box, the undersigned Tranche B Term Lender hereby consents to the Amendment and agrees to exchange (on a cashless basis) 100% of the outstanding principal amount of its Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) for Exchanged Refinancing Tranche B Term Loans in an equal principal amount.

	¨	ASSIGNMENT SETTLEMENT OPTION:
		By checking this box, the undersigned Tranche B Term Lender hereby agrees to have an amount equal to 100% of the outstanding principal amount of the Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) held by such Tranche B Term Lender on the Seventh Amendment Effective Date prepaid on the Seventh Amendment Effective Date and to purchase by assignment New Refinancing Tranche B Term Loans under the Credit Agreement (as amended by the Seventh Amendment) in an equal principal amount post-closing.

II.

Signature:

	Musashi Secured Credit Fund Ltd.
	as a Lender
	By:	GSO Capital Advisors LLC, as Manager

	By:	/s/ Thomas Iannarone
	Name: Thomas Iannarone
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

	x	CASHLESS SETTLEMENT OPTION:
		By checking this box, the undersigned Tranche B Term Lender hereby consents to the Amendment and agrees to exchange (on a cashless basis) 100% of the outstanding principal amount of its Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) for Exchanged Refinancing Tranche B Term Loans in an equal principal amount.

	¨	ASSIGNMENT SETTLEMENT OPTION:
		By checking this box, the undersigned Tranche B Term Lender hereby agrees to have an amount equal to 100% of the outstanding principal amount of the Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) held by such Tranche B Term Lender on the Seventh Amendment Effective Date prepaid on the Seventh Amendment Effective Date and to purchase by assignment New Refinancing Tranche B Term Loans under the Credit Agreement (as amended by the Seventh Amendment) in an equal principal amount post-closing.

II.

Signature:

	G.A.S. (Cayman) Limited, as Trustee on behalf of Octagon Joint Credit Trust Series I (and not in its individual capacity)
	as a Lender
	By:	Octagon Credit Investors, LLC, as Portfolio Manager

	By:	/s/ Benjamin Chung
	Name: Benjamin Chung
	Title: Senior Portfolio Administrator

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

	Octagon Loan Trust 2010
	as a Lender
	By: Octagon Credit Investors, LLC, as Investment Manager on behalf of The Bank of New York Trust Company (Cayman) Limited, as Trustee of Octagon Loan Trust 2010

	By:	/s/ Benjamin Chung
	Name: Benjamin Chung
	Title: Senior Portfolio Administrator

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

	Optum Bank, Inc.
	as a Lender
	By: GSO Capital Advisors LLC as Manager

	By:	/s/ Thomas Iannarone
	Name: Thomas Iannarone
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

	Name of Institution:

	People’s United Bank, N.A.

	By:	/s/ Donna J. Emhart
		Name: Donna J. Emhart
		Title: Senior Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

	Permanens Capital Floating Rate Fund LP
	as a Lender
	By: BlackRock Financial Management Inc., Its Sub-Advisor

	By:	/s/ Rob Jacobi
	Name: Rob Jacobi
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

	Name of Institution:

	RAYMOND JAMES BANK, N.A.

	By:	/s/ Kathy Bennett
		Name: Kathy Bennett
		Title: SVP

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

ASSIGNMENT SETTLEMENT OPTION:

II.

Signature:

	Renaissance Trust 2009
	as a Lender
	By: HPS Investment Partners LLC,
	Its Sub-Investment Manager

	By:	/s/ Jamie Donsky
	Name: Jamie Donsky
	Title: Senior Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

Election [Check ONLY ONE of the two boxes below]:

CASHLESS SETTLEMENT OPTION:

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II.

Signature:

	Name of Institution:

	Siemens Financial Services, Inc.

	By:	/s/ Maria Levy
		Name: Maria Levy
		Title: Vice President

	For any institution requiring a second signature line:

	By:	/s/ Jeffrey B. Iervese
		Name: Jeffrey B. Iervese
		Title: Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

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II.

Signature:

	Sound Point CLO III-R, Ltd.
	as a Lender
	By: Sound Point Capital Management, LP as Collateral Manager

	By:	/s/ Andrew Kim
	Name: Andrew Kim
	Title: CLO Operations Associate

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

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Signature:

	Sound Point CLO VII-R, Ltd.
	as a Lender
	By: Sound Point Capital Management, LP as Collateral Manager

	By:	/s/ Andrew Kim
	Name: Andrew Kim
	Title: CLO Operations Associate

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

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Signature:

	Sound Point CLO XI, Ltd.
	as a Lender
	By: Sound Point Capital Management, LP as Collateral Manager

	By:	/s/ Andrew Kim
	Name: Andrew Kim
	Title: CLO Operations Associate

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

I.	Election [Check ONLY ONE of the two boxes below]:

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	Sound Point CLO XII, Ltd.
	as a Lender
	By: Sound Point Capital Management, LP as Collateral Manager

	By:	/s/ Andrew Kim
	Name: Andrew Kim
	Title: CLO Operations Associate

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

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Signature:

	Name of Institution:

	Stifel Bank & Trust

	By:	/s/ Daniel P. McDonald
		Name: Daniel P. McDonald
		Title: Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

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Signature:

	Stone Tower Loan Trust 2010
	as a Lender
	By: Apollo Fund Management LLC,
	As its Investment Manager

	By:	/s/ Lacary Sharpe
	Name: Lacary Sharpe
	Title: Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

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Signature:

	Stone Tower Loan Trust 2011
	as a Lender
	By: Apollo Fund Management LLC,
	As its Investment Advisor

	By:	/s/ Lacary Sharpe
	Name: Lacary Sharpe
	Title: Vice President

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

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Signature:

	Name of Institution:

	SUMITOMO MITSUI TRUST BANK, LIMITED, NEW YORK BRANCH

	By:	/s/ Tim Ng
		Name: Tim Ng
		Title: Senior Director

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

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Signature:

	Thayer Park CLO Ltd.
	as a Lender
	By: GSO / Blackstone Debt Funds Management LLC
	as Collateral Manager

	By:	/s/ Thomas Iannarone
	Name: Thomas Iannarone
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

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II.

Signature:

	United HealthCare Insurance Company
	as a Lender
	By: GSO Capital Advisors LLC as Manager

	By:	/s/ Thomas Iannarone
	Name: Thomas Iannarone
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

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Signature:

	United HealthCare Insurance Company
	as a Lender
	By: GSO Capital Advisors II LLC as Manager

	By:	/s/ Thomas Iannarone
	Name: Thomas Iannarone
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

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Signature:

	US OPPORTUNISTIC FLOATING RATE INCOME MASTER FUND LIMITED
	as a Lender
	By: BlackRock Financial Management Inc., its Investment Advisor

	By:	/s/ Ron Jacobi
	Name: Rob Jacobi
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

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Signature:

	VENTURE XIV CLO, Limited
	as a Lender
	By: its investment advisor
	MJX Venture Management LLC

	By:	/s/ Martin E. Davey
	Name: Martin E. Davey
	Title: Senior Portfolio Manager

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

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Signature:

	VENTURE XV CLO, Limited
	as a Lender
	By:	its investment advisor
	MJX Asset Management LLC

	By:	/s/ Martin E. Davey
	Name: Martin E. Davey
	Title: Senior Portfolio Manager

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

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Signature:

	VENTURE XVI CLO, Limited
	as a Lender
	By:	its Investment Advisor
	MJX Venture Management II LLC

	By:	/s/ Martin E. Davey
	Name: Martin E. Davey
	Title: Senior Portfolio Manager

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

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II.

Signature:

	Venture XVII CLO Limited
	as a Lender
	By:	its investment advisor
	MJX Asset Management, LLC

	By:	/s/ Martin E. Davey
	Name: Martin E. Davey
	Title: Senior Portfolio Manager

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

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II.

Signature:

	Venture XVIII CLO, Limited
	as a Lender
	By:	its Investment Advisor
	MJX Venture Management II LLC

	By:	/s/ Martin E. Davey
	Name: Martin E. Davey
	Title: Senior Portfolio Manager

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

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II.

Signature:

	Venture XXIII CLO, Limited
	as a Lender
	By:	its investment advisor MJX Asset Management LLC

	By:	/s/ Martin E. Davey
	Name: Martin E. Davey
	Title: Senior Portfolio Manager

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

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II.

Signature:

	Webster Park CLO, Ltd
	as a Lender
	By:	GSO / Blackstone Debt Funds Management LLC as Collateral Manager

	By:	/s/ Thomas Iannarone
	Name: Thomas Iannarone
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

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Signature:

	ZURICH AMERICAN LIFE INSURANCE COMPANY
	as a Lender
	By:	BlackRock Financial Management Inc., its Investment Advisor

	By:	/s/ Rob Jacobi
	Name: Rob Jacobi
	Title: Authorized Signatory

[Booz Allen Hamilton Inc. — Seventh Amendment to Credit Agreement]

SCHEDULE I

New Refinancing Tranche B Term Loans

New Refinancing Tranche B Term Lender	New Refinancing Tranche B Term Loan Amount
Bank of America, N.A.	$	44,184,917.88
TOTAL	$	44,184,917.88