ARTICLE 1 Definitions

/s/ Leslie Grizzard

Name:
Title:

Leslie Grizzard
SVP

EX-10.1 2 exhibit1.htm EX-10.1 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

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


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—

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

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

Schedule 4.3
to Credit Agreement

Existence; Compliance with Law

None.

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

159.00

6/30/2011

Domestic

Lease

6703 Odyssey Drive

Huntsville

20,629.00

1/31/2012

Domestic

Lease

8650 Minnie Brown Road

Montgomery

780.00

6/30/2011

Domestic

Sublease

333 N. Lantana Street

Camarillo

120.00

7/31/2011

Domestic

Sublease

2350 East El Segundo Boulevard

El Segundo

1,960.00

9/30/2013

Domestic

Sublease

2310 E. El Segundo Blvd.

El Segundo

280.00

11/30/2012

Domestic

Sublease

2310 E. El Segundo Blvd.

El Segundo

1,120.00

3/31/2012

Domestic

Lease

20 Pacifica

Irvine

7,708.00

10/31/2014

Domestic

Lease

5220 Pacific Concourse Drive

Los Angeles

22,823.00

10/31/2013

Domestic

Lease

515 S. Flower Street

Los Angeles

434.00

4/30/2011

Domestic

Lease

1455 Frazee Road

San Diego

10,637.00

6/30/2014

Domestic

Lease

1615 Murray Canyon Road

San Diego

89,861.00

7/31/2011

Domestic

Lease

101 California Street

San Francisco

38,297.00

1/21/2014

Domestic

Lease

3201 Airpark Drive

Santa Maria

1,364.00

5/11/2011

Domestic

Lease

385 Moffett Park Drive

Sunnyvale

8,882.00

1/31/2011

Domestic

Lease

121 S. Tejon Street

Colorado Springs

22,500.00

12/31/2014

Domestic

Lease

121 S. Tejon Street

Colorado Springs

22,500.00

5/31/2014

Domestic

Sublease

7250 Getting Heights

Colorado Springs

560.00

12/31/2011

Domestic

Lease

5299 DTC Boulevard

Greenwood Village

10,098.00

9/30/2013

Domestic

Lease

901 15th Street, NW

Washington

87,413.00

10/31/2017

Domestic

Lease

20 M Street, S.E.

Washington

30,152.00

4/30/2017

Domestic

Lease

955 L’Enfant Plaza S.W.

Washington

13,398.00

3/19/2014

Domestic

Sublease

700 Thirteenth Street

Washington

12,334.00

1/30/2012

Domestic

Lease

1201 M Street SE

Washington

4,506.00

11/30/2011

Domestic

Sublease

300 M Street, SE

Washington

10,497.00

4/30/2011

Domestic

Lease

1101 Pennsylvania Avenue

Washington

1,558.00

3/31/2011

Domestic

Lease

445 Challenger Road

Cape Canaveral

3,800.00

4/15/2015

Domestic

Lease

5201 Blue Lagoon Drive

Miami

145.00

6/30/2011

Domestic

Lease

13501 Ingenuity Drive

Orlando

4,025.00

7/31/2015

Domestic

Lease

220 W. Garden Street

Pensacola

9,272.00

1/31/2012

Domestic

Lease

495 Grand Blvd.

Sandestin

130.00

2/28/2011

Domestic

Lease

1990 Main Street

Sarasota

270.00

1/31/2012

Domestic

Lease

4890 West Kennedy Blvd.

Tampa

21,908.00

9/30/2014

Domestic

Sublease

1533/1535/1537/1539 Moultrie Rd.

Albany

440.00

10/31/2011

Domestic

Lease

230 Peachtree Center N.W.

Atlanta

42,119.00

6/30/2012

Domestic

Lease

3100 Gentian Blvd

Columbus

500.00

11/15/2011

Domestic

Lease

312 N. Davis Drive

Warner Robins

725.00

11/30/2011

Domestic

Lease

737 Bishop Street

Honolulu

17,174.00

8/31/2014

Domestic

Lease

2900 100th Street

Urbandale

4,921.00

3/31/2012

Domestic

Sublease

225 W. Wacker Drive

Chicago

2,200.00

11/29/2015

Domestic

Lease

1003 E. Wesley Drive

O’Fallon

8,870.00

12/5/2012

Domestic

Lease

Building 62, Rock Island Arsenal

Rock Island

1,175.00

10/31/2011

Domestic

Lease

8888 Keystone Crossing

Indianapolis

320.00

7/31/2011

Domestic

Lease

1122 North Second Street

Leavenworth

14,072.00

7/31/2013

Domestic

Sublease

4500 Bowling Boulevard

Louisville

1,095.00

9/30/2011

Domestic

Lease

1003 N. Wilson Road

Radcliff

1,882.00

5/31/2011

Domestic

Lease

111 Veterans Blvd

Metairie

2,354.00

3/31/2011

Domestic

Storage

22 Batterymarch Street

Boston

250.00

8/31/2015

Domestic

Lease

22 Batterymarch Street

Boston

5,271.00

2/28/2015

Domestic

Lease

15 New England Exectuive Park

Burlington

2,167.00

2/28/2011

Domestic

Lease

91 Hartwell Avenue

Lexington

9,993.00

11/30/2015

Domestic

Lease

One Technology Drive

Westborough

3,592.00

10/31/2011

Domestic

Lease

308 Sentinel Drive

Annapolis Jct

89,401.00

12/31/2022

Domestic

Lease

304 Sentinel Drive

Annapolis Junction

129,858.00

12/31/2015

Domestic

Lease

134 National Business Parkway

Annapolis Junction

69,286.00

9/30/2014

Domestic

Lease

8210 Dorsey Run Road

Annapolis Junction

13,088.00

4/12/2011

Domestic

Lease

201 N. Charles Street

Baltimore

7,070.00

9/30/2013

Domestic

Storage

201 N. Charles Street

Baltimore

120.00

Month-to-Month

Domestic

Lease

4694 Millennium Drive

Belcamp

35,124.00

9/30/2014

Domestic

Lease

4692 Millennium Drive

Belcamp

20,486.00

3/31/2013

Domestic

Lease

4692 Millennium Drive

Belcamp

6,534.00

3/31/2013

Domestic

Lease

5825 University Drive

College Park

1,254.00

12/31/2014

Domestic

Lease

5235 Westview Drive

Frederick

499.00

7/31/2011

Domestic

Lease

7467 Ridge Road

Hanover

25,111.00

7/31/2011

Domestic

Lease

46950 Bradley Blvd.

Lexington Park

32,456.00

9/30/2011

Domestic

Lease

46610 Expedition Drive

Lexington Park

10,749.00

9/30/2011

Domestic

Sublease

46610 Expedition Drive

Lexington Park

250.00

Month-to-Month

Domestic

Lease

900 Elkridge Landing Road

Linthicum

64,299.00

1/31/2015

Domestic

Sublease

7900 Harkins Road

New Carrollton

192.00

10/31/2011

Domestic

Lease

6710 Oxon Hill Road

Oxon Hill

1,914.00

5/6/2013

Domestic

Lease

2600 Tower Oaks Boulevard

Rockville

117,674.00

12/31/2019

Domestic

Lease

1101 Wootton Parkway

Rockville

48,137.00

3/31/2013

Domestic

Sublease

101 West Big Beaver Road

Troy

7,573.00

2/11/2013

Domestic

Lease

197 Replacement Avenue

Ft. Leonard Wood

183.00

9/30/2011

Domestic

Lease

2300 Main Street

Kansas City

1,528.00

2/28/2011

Domestic

Lease

4200 Morganton Road

Fayetteville

4,267.00

4/30/2015

Domestic

Lease

430 Davis Drive

Morrisville

4,774.00

5/31/2013

Domestic

Lease

1299 Farnam Street

Omaha

13,282.00

6/30/2015

Domestic

Lease

6825 Pine Street

Omaha

1,360.00

2/28/2011

Domestic

Lease

One Gateway Center

Newark

2,053.00

3/31/2011

Domestic

Sublease

4 Wood Hollow Road

Parsippany

2,100.00

3/30/2013

Domestic

Lease

356 Ninth Avenue

Picatinny

2,715.00

12/21/2014

Domestic

Sublease

141 West Front Street

Red Bank

23,566.00

3/31/2015

Domestic

Lease

6565 Americas Parkway

Albuquerque

1,226.00

9/30/2011

Domestic

Sublease

101 Park Avenue

New York

1,500.00

4/29/2014

Domestic

Lease

500 Avery Lane

Rome

4,734.00

6/30/2013

Domestic

Sublease

127 Public Square

Cleveland

1,050.00

7/31/2011

Domestic

Lease

1900 Founders Drive

Kettering(Dayton)

29,017.00

11/30/2012

Domestic

Lease

2501 Liberty Parkway

Midwest City

6,136.00

5/31/2011

Domestic

Lease

1 Pasquerilla Plaza

Johnstown

2,428.00

10/31/2015

Domestic

Lease

314 Industrial Park Road

Johnstown

90.00

Month-to-Month

Domestic

Lease

1818 Market Street

Philadelphia

8,848.00

3/31/2015

Domestic

Lease

651 Holiday Drive, Foster Plaza 5

Pittsburgh

2,804.00

12/31/2011

Domestic

Lease

221 Third Street

Newport

550.00

10/31/2011

Domestic

Lease

4401 Belle Oaks Drive

N. Charleston

14,060.00

8/31/2012

Domestic

Sublease

3950 Faber Place

N. Charleston

128.00

1/31/2011

Domestic

Lease

7965 Veterans Parkway

Millington

1,500.00

5/31/2014

Domestic

Lease

2525 Bay Area Boulevard

Houston

34,214.00

8/31/2013

Domestic

Storage

2700 Bay Area Blvd.

Houston

150.00

Month-to-Month

Domestic

Lease

700 N. St. Mary’s Street

San Antonio

41,240.00

7/31/2011

Domestic

Lease

3133 General Hudnell Drive

San Antonio

12,195.00

10/31/2015

Domestic

Lease

1785 East 1450 South

Clearfield

1,526.00

11/30/2011

Domestic

Lease

299 South Main Street

Salt Lake City

1,400.00

11/30/2011

Domestic

Lease

6363 Walker Lane

Alexandria

4,615.00

7/31/2012

Domestic

Sublease

6354 Walker Lane

Alexandria

7,000.00

4/30/2011

Domestic

Lease

1530 Wilson Boulevard

Arlington

21,209.00

10/31/2013

Domestic

Lease

3811 N. Fairfax Drive

Arlington

47,170.00

6/30/2013

Domestic

Lease

1655 North Fort Myer Drive

Arlington

3,345.00

12/31/2011

Domestic

Lease

1550 Crystal Drive

Arlington

9,786.00

12/31/2011

Domestic

Lease

1550 Crystal Drive

Arlington

37,789.00

12/31/2011

Domestic

Lease

4040 N. Fairfax Drive

Arlington

1,915.00

9/30/2011

Domestic

Sublease

3811 North Fairfax Street

Arlington

3,400.00

5/27/2011

Domestic

Lease

2345 Crystal Drive

Arlington

3,912.00

3/31/2011

Domestic

Lease

14151 Park Meadow Drive

Chantilly

24,018.00

8/31/2015

Domestic

Lease

15059 Conference Center Drive

Chantilly

25,577.00

3/31/2013

Domestic

Lease

1001 Research Park

Charlottesville

10,353.00

2/28/2012

Domestic

Lease

16539-41 Commerce Drive

Dahlgren

3,832.00

9/30/2012

Domestic

Lease

5201 Leesburg Pike

Falls Church

29,973.00

5/31/2012

Domestic

Lease

5201 Leesburg Pike

Falls Church

5,540.00

3/31/2012

Domestic

Storage

5113 Leesburg Pike

Falls Church

27.00

3/31/2012

Domestic

Storage

5111 Leesburg Pike

Falls Church

528.00

5/31/2011

Domestic

Lease

5113 Leesburg Pike

Falls Church

8,507.00

3/31/2011

Domestic

Lease

5113 Leesburg Pike

Falls Church

14,890.00

3/31/2011

Domestic

Sublease

5113 Leesburg Pike

Falls Church

4,505.00

3/31/2011

Domestic

Lease

5205 Leesburg Pike

Falls Church

7,996.00

1/31/2011

Domestic

Lease

575 Herndon Parkway

Herndon

112,078.00

12/31/2015

Domestic

Lease

13200 Woodland Park Drive

Herndon

401,124.00

12/31/2015

Domestic

Lease

3074 Centreville Road

Herndon

23,705.00

3/31/2013

Domestic

Lease

8209 Terminal Road

Lorton

37,177.00

7/31/2015

Domestic

Lease

8530 Cinder Bed Road

Lorton

5,670.00

6/30/2011

Domestic

Lease

8580 Cinder Bed Road

Lorton

21,005.00

5/31/2011

Domestic

Lease

8283 Greensboro Drive

McLean

222,989.00

1/31/2016

Domestic

Lease

8255 Greensboro Drive

McLean

125,646.00

6/30/2014

Domestic

Lease

8285 Greensboro Drive

McLean

208,221.00

1/31/2012

Domestic

Lease

8281 Greensboro Drive

McLean

255,004.00

12/31/2011

Domestic

Sublease

8280 Greensboro Drive

McLean

0.00

7/31/2011

Domestic

Lease

5800 Lake Wright Drive

Norfolk

58,104.00

10/31/2014

Domestic

Storage

12260 Sunrise Valley Drive

Reston

1,050.00

Month-to-Month

Domestic

Lease

25 Center Street

Stafford

13,528.00

7/31/2011

Domestic

Sublease

24 Center Street

Stafford

3,717.00

7/31/2011

Domestic

Lease

720 Olive Way

Seattle

6,027.00

8/31/2012

Domestic

Lease

48 Donley Street

Morgantown

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

Schedule 7.2(d)
To Credit Agreement

Existing Indebtedness

None.

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)

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:

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.

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).

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.

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.

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

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.

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.

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.

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:

Exhibit A

to Closing Certificate

[Certificate of Good Standing]

Exhibit B
to Closing Certificate

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

Exhibit C
to Closing Certificate

[Bylaws]

Exhibit D
to Closing Certificate

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

Exhibit E
to Closing Certificate

[Certificate/Articles of Incorporation]