Confirmation of transaction, by and between Booz Allen Hamilton Inc. and Bank of America, N.A., dated as of April 3, 2019
Exhibit 10.12
| To: | Booz Allen Hamilton Inc. | |
| 575 Herndon Parkway | ||
| Herndon | ||
| Virginia 20170 | ||
| Herndon | ||
| VA 20170 | ||
| United States | ||
| Attn: | Ryan R Ross | |
| cc: | Royd Alimusa | |
| cc: | Adama Gant | |
| From: | Bank of America, N.A. | |
| Department: | Swaps Operations | |
| Telephone: | (+1) 980 ###-###-#### | |
| Fax: | (+1) 866 ###-###-#### | |
This Confirmation supersedes and replaces any and all Confirmations previously sent to you in respect of this Transaction.
| Date: | 3rd April 2019 | |
| Our Reference No: | 929144488 / 929144691 | |
| Internal Tracking No: | 29144488 | |
| Admin No: | 19BN205394 | |
| USI: | 1030282338VM29144488 |
Dear Sir/Madam,
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Booz Allen Hamilton Inc. and Bank of America, N.A. (each a ‘‘party’’ and together ‘‘the parties’’) on the Trade Date specified below (the ‘‘Transaction’’). This letter agreement constitutes a ‘‘Confirmation’’ as referred to in the ISDA Master Agreement specified below (the ‘‘Agreement’’).
The definitions and provisions contained in the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., (the ‘‘Definitions’’) are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.
This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 17th December 2014, as amended and supplemented from time to time, between the parties. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.
In this Confirmation ‘‘Party A’’ means Bank of America, N.A. and ‘‘Party B’’ means Booz Allen Hamilton Inc..
General Terms:
The terms of the particular Transaction to which this Confirmation relates are as follows:
| Notional Amount: | USD 50,000,000.00 | |
| Trade Date: | 2nd April 2019 | |
| Effective Date: | 30th April 2019 | |
| Termination Date: | 30th June 2024, subject to adjustment in accordance with the Modified Following Business Day Convention | |
| Fixed Amounts: | ||
| Fixed Rate Payer: | Party B | |
| Fixed Rate Payer | ||
| Payment Dates: | The last calendar day of each Month, commencing on the last calendar day of May 2019 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention | |
| Fixed Rate: | 2.26500 per cent | |
| Fixed Rate Day | ||
| Count Fraction: | Actual/360 | |
| Floating Amounts: | ||
| Floating Rate Payer: | Party A | |
| Floating Rate Payer | ||
| Payment Dates: | The last calendar day of each Month, commencing on the last calendar day of May 2019 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention | |
| Floating Rate for initial | ||
| Calculation Period: | to be determined | |
| Floating Rate Option: | USD-LIBOR-BBA provided that the words ‘‘on the day that is two London Banking Days preceding that Reset Date’’ in the third line of Section 7.1(ab)(xxii) of the Definitions shall be deleted and replaced with the words ‘‘on the day that is two London and New York Banking Days preceding that Reset Date’’. | |
| If ‘‘USD-LIBOR-Reference Banks’’ is applicable as the Floating Rate Option, the words ‘‘on the day that is two London Banking Days preceding that Reset Date’’ in the third line of Section 7.1(ab)(xxv) of the Definitions shall be deleted and replaced with the words ‘‘on the day that is two London and New York Banking Days preceding that Reset Date’’ subject to a floor Rate of 0.00000 per cent. | ||
| Designated Maturity: | 1 Month | |
| Spread: | None | |
| Floating Rate Day | ||
| Count Fraction: | Actual/360 | |
| Reset Dates: | First day of each Calculation Period. | |
| Business Days: | London and New York | |
| Calculation Agent: | As stated in the Agreement. | |
Recording of Conversations:
Each party to this Transaction acknowledges and agrees to the recording of conversations between trading and marketing personnel of the parties to this Transaction whether by one or other or both of the parties or their agents.
Account Details:
As advised under separate cover with reference to this Confirmation, each party shall provide appropriate payment instructions to the other party in writing and such instructions shall be deemed to be incorporated into this Confirmation.
Offices:
| The Office of Party A for this | ||
| Transaction is: | Charlotte—NC, United States | |
| Please send reset notices to fax no. (+1) 866 ###-###-#### | ||
| The Office of Party B for this | ||
| Transaction is: | Parsippany—NJ, United States |
Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning via telecopier an executed copy of this Confirmation in its entirety to the attention of Global FX and Derivative Operations (fax no.(+1) 866 ###-###-####).
| Accepted and confirmed as of the date first written: | ||
| Bank of America, N.A. | Booz Allen Hamilton Inc. | |
| /s/ Lisa Palmieri Lisa Palmieri Director | ||
| Authorised Signatory | By: /s/ Brian Hockenberry | |
| Name: Brian Hockenberry | ||
| Title: Assistant Director | ||
| Our Reference Number: | 929144488 | |
| Internal Tracking No: | 29144488 | |
| Amended | ||
