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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):		February 3, 2011

Booz Allen Hamilton Holding Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	333-171288	26-2634160
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
8283 Greensboro Drive, McLean, Virginia		22102
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code:		(703) 902-5000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01 Entry into a Material Definitive Agreement.

On February 3, 2011, Booz Allen Hamilton Holding Corporation’s wholly-owned subsidiary Booz Allen Hamilton Inc. (the "Company") entered into the Loan Agreement, Waiver and Amendment No. 2, dated as of February 3, 2011 (the "Loan Agreement"), among the Company, BAH Borrower Corporation, a Delaware corporation, the Guarantors named therein, the Administrative Agent (as defined below), and the other lenders and institutions party thereto, pursuant to which the Amended and Restated Credit Agreement, dated as of December 11, 2009, among the Company, the Guarantors named therein, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders and institutions from time to time party thereto, was amended by the Second Amended and Restated Credit Agreement, dated as of February 3, 2011 (the "Agreement"), among the Company, the guarantors named therein (the "Guarantors"), Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, Collateral Agent, Issuing Lender and Swingline Len der, the other lenders party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse (USA) LLC, as Joint Lead Arrangers, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse (USA) LLC, Barclays Capital, Goldman Sachs Bank USA, Morgan Stanly 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 Agreement provides the Company with a $275 million revolving credit facility (the "Revolving Credit Facility") composed of $245 million of existing commitments and $30 million of new commitments. The Agreement provides the Company with sublimits for letters of credit and swing-line loans, a $500 million term loan A tranche (the "Tranche A Loans") and a $500 million term loan B tranche (the "Tranche B Loans" and together with the Tranche A Loans, the "Term Loans"). The Company has the ability to increase the facilities by up to $150 million, plus an additio nal $150 million under certain circumstances. The Revolving Credit Facility is scheduled to mature on July 31, 2014, the Tranche A Loans are scheduled to mature on February 3, 2016 and the Tranche B Loans are scheduled to mature on August 3, 2017.

Borrowings under the Revolving Credit Facility and the Term Loans will bear interest at a rate per annum equal to an applicable margin plus, at the Company’s option, either (1) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs (provided that, in the case of the Tranche B Loans, LIBOR shall be no less than 1.00%) and (2) a base rate calculated by reference to the highest of (a) the prime rate of the Administrative Agent, (b) the federal funds effective rate plus 1/2 of 1.00% and (c) the LIBOR rate for a three-month interest period plus 1.00% ("ABR") (provided that, in the case of the Tranche B Loans, ABR shall be no less than 2.0 0%). The applicable margin for borrowings under the Revolving Credit Facility and for the Tranche A Loans will range from 2.00% to 2.75% and will be determined by reference to a pricing grid based on the Company’s consolidated net total leverage ratio. The applicable margin for the Tranche B Loans will be 3.00% with respect to LIBOR borrowings and 2.00% with respect to ABR borrowings, with such rates reduced by 25 basis points if the Company’s consolidated net leverage ratio is less than or equal to 1.75 to 1.00. The initial applicable margins for borrowings under the Revolving Credit Facility and for the Tranche A Loans will be 1.50% with respect to ABR borrowings and 2.50% with respect to LIBOR borrowings. The initial applicable margins for the Tranche B Loans will be 3.00% with respect to LIBOR borrowings and 2.00% with respect to ABR borrowings. In addition to paying interest on outstanding principal under the Agreement, the company will pay a commitment fee to the lenders under the Rev olving Credit Facility at an initial rate equal to 0.375% and thereafter determined in accordance with the above-referenced pricing grid. The company has also agreed to pay customary letter of credit and agency fees.

The Agreement contains financial maintenance covenants requiring the Company to maintain a maximum consolidated net total leverage ratio of 3.90 to 1.00 which decreases over time to 3.25 to 1.00, and a minimum consolidated net interest coverage ratio of 3.00 to 1.00 which increases over time to 3.50 to 1.00. The Agreement also contains customary representations and warranties and usual and customary affirmative and negative covenants that, among other things, restrict the Company’s and the Guarantors’ ability, in certain circumstances, to (1) incur indebtedness, (2) create liens, (3) merge or consolidate with certain entities, (4) engage in any business activity other than business of the type or reasonably related to the type conducted at the date of the Agreement, (5) sel l, transfer, lease or otherwise dispose of all or substantially all of their assets, (6) make certain dividends, distributions, repurchases and other restricted payments, (7) make certain investments loans or advances, (8) engage in certain affiliate transactions, (9) engage in sale-leaseback transactions, (10) enter into certain swap or similar agreements or (11) enter into any agreement limiting their ability to create, incur, assume or suffer to exists liens to secure obligations under the Agreement, with certain exceptions. The Agreement also contains certain customary events of default, including, but not limited to, failure to make required payments, material breaches of representations or warranties, the failure to observe certain covenants or agreements, the failure to pay or default of certain other material indebtedness, the failure to maintain the guarantee and collateral agreement, certain adverse monetary judgments, bankruptcy, insolvency and a change of control. Borrowings under the Agreement are subject to acceleration upon the occurrence of events of default.

Entry into the Loan Agreement and the Agreement enabled the Company to effect a refinancing of its previously outstanding indebtedness (the "Refinancing"). In connection with the Refinancing, the Company (i) incurred $500 million of Tranche A Loan indebtedness and $500 million of Tranche B Loan indebtedness under the Agreement on February 3, 2011 and used the proceeds from such loans to repay $1 billion of credit agreement indebtedness previously incurred and outstanding under the Agreement and (ii) used approximately $269 million of cash on hand to pay fees and expenses and to repay all indebtedness outstanding under its mezzanine credit facility, as amended, by and among the Company, the lenders from time to time parties thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and Credit Suisse Securities (USA) LLC, Banc of America Securities LLC and Lehman Brothers Inc., as joint lead arrangers and joint book runners, and terminated that facility. There was a 3% premium paid on the mezzanine loans that were repaid.

The foregoing description of the Loan Agreement and the Agreement does not purport to be complete and is qualified in its entirety by reference to the each agreement, which are filed, respectively, as Exhibit 10.1 and Exhibit 10.2 hereto, and incorporated herein by reference.

A copy of a press release dated February 4, 2011 announcing the Company's refinancing transaction is attached hereto as Exhibit 99.1.

Item 1.02 Termination of a Material Definitive Agreement.

The disclosure set forth above under Item 1.01 with respect to the termination of the Company’s mezzanine credit facility is incorporated by reference into this Item 1.02.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 with respect to the Loan Agreement and the Agreement and the incurrence of Tranche A and Tranche B indebtedness under the Agreement is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

10.1 Loan Agreement, Waiver and Amendment No. 2, dated as of February 3, 2011
10.2 Second Amended and Restated Credit Agreement, dated as of February 3, 2011
99.1 Press Release, dated as of February 4, 2011

Forward-Looking Statements

This current report on Form 8-K contains, or may be deemed to contain, “forward-looking statements” (as defined in the U.S. Private Securities Litigation Reform Act of 1995). These statements give Booz Allen Hamilton’s current expectation of future events or its future performance and do not relate directly to historical or current events. A number of factors could cause Booz Allen Hamilton’s future actions and related results to vary from any expectations or goals expressed in, or implied by, the forward-looking statements included in this press release, possibly to a material degree. Fluctuations in interest rates will affect the amount of interest expense and commitment fees under the new credit facility. Booz Allen Hamilton cannot assure that the current interest rates will continue unchanged or that any of the other assumptions made in preparing any of the forward-looking statements wi ll prove accurate or that any long-term goals will be realized. Specifically, Booz Allen Hamilton cannot assure that the benefits of the refinancing described above will be realized as Booz Allen Hamilton currently expects, if at all. All forward-looking statements included in this press release speak only as of the date made, and, except as required by law, Booz Allen Hamilton undertakes no obligation to update or revise publicly any such forward-looking statements, whether as a result of new information, future events, or otherwise.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Booz Allen Hamilton Holding Corporation
February 4, 2011		By:		Samuel R. Strickland
				Name: Samuel R. Strickland
				Title: Executive Vice President, Chief Financial Officer and Chief Administrative Officer

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Exhibit Index

Exhibit No.		Description
10.1		Loan Agreement, Waiver and Second Amendment, dated as of February 3, 2011
10.2		Second Amended and Restated Credit Agreement, dated as of February 3, 2011
99.1		Press Release, dated as of February 4, 2011

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

Title: Vice President, Chief Financial Officer and Treasurer

BOOZ ALLEN HAMILTON INC.

Title: Executive Vice President and Chief Financial Officer

BOOZ ALLEN HAMILTON INVESTOR CORPORATION

Title: Executive Vice President and Chief Financial Officer

BOOZ ALLEN HAMILTON INTERNATIONAL, INC.

By:       /s/ Samuel R. Strickland      

Name: Samuel R. Strickland Title: Chief Financial Officer, Vice President and Treasurer

ASE, INC.

By:       /s/ CG Appleby      
Name: CG Appleby
Title: Secretary

BOOZ ALLEN TRANSPORTATION, INC.

By:       /s/ CG Appleby       
Name: CG Appleby
Title: Secretary

1

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
as Administrative Agent, Collateral Agent, Issuing Lender and Swingline Lender

2

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

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.

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

Name:

Title:

LENDERS under the

Existing Credit Agreement:

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

Name of Institution:

CIT Bank

Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank—

Name:

Title:

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.

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/ Garrett McKinnon