Attached files
file | filename |
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8-K - FORM 8K - DELTEK, INC | d8k.htm |
EX-99.2 - EXHIBIT 99.2 - DELTEK, INC | dex992.htm |
EX-99.3 - EXHIBIT 99.2 - DELTEK, INC | dex993.htm |
Exhibit 99.1
October 30, 2009
Donald deLaski 2008 Grantor Retained Annuity Trust
c/o Mr. Donald deLaski
8300 Burdette Road
Apt. 670
Bethesda, Maryland 20817
Re: Waiver of Shareholders Agreement Restrictions
Dear Don:
Reference is made to the Shareholders Agreement, dated as of April 22, 2005, as it has been and may be amended from time to time (the Shareholders Agreement), by and among Deltek, Inc., a Delaware corporation (formerly Deltek Systems, Inc., a Virginia corporation) (the Company), the shareholders of the Company listed on the signature pages to the Shareholders Agreement and, with respect to Sections 3.3 and 3.4 thereof, New Mountain Partners II, L.P., New Mountain Affiliated Investors II, L.P. and Allegheny New Mountain Partners, L.P. (collectively, the NMP Entities). This letter is to confirm our agreement as follows:
1. Each of the Company and the NMP Entities hereby waives compliance by the Donald deLaski 2008 Grantor Retained Annuity Trust (the Trust) with Section 3.1 of the Shareholders Agreement, with respect to up to 500,000 shares of common stock of the Company owned by the Trust.
2. In all other respects, the Shareholders Agreement shall remain in full force and effect in accordance with its terms.
If the foregoing corresponds to your understanding of our agreement, please sign this letter and the enclosed copy in the space provided and return one copy to us.
[Remainder of page intentionally left blank]
Very truly yours, | ||||||
DELTEK, INC. | ||||||
By: | /s/ Kevin Parker | |||||
Name: | Kevin Parker | |||||
Title: | Chairman, President and Chief Executive Officer | |||||
NEW MOUNTAIN PARTNERS II, L.P. | ||||||
By: | New Mountain Investments II, L.L.C., its general partner | |||||
By: | /s/ Steven B. Klinsky | |||||
Name: | Steven B. Klinsky | |||||
Title: | Managing Member | |||||
NEW MOUNTAIN AFFILIATED INVESTORS II, L.P. | ||||||
By: | New Mountain Investments II, L.L.C., its general partner | |||||
By: | /s/ Steven B. Klinsky | |||||
Name: | Steven B. Klinsky | |||||
Title: | Managing Member | |||||
ALLEGHENY NEW MOUNTAIN PARTNERS, L.P. | ||||||
By: | New Mountain Investments II, L.L.C., its general partner | |||||
By: | /s/ Steven B. Klinsky | |||||
Name: | Steven B. Klinsky | |||||
Title: | Managing Member |
ACKNOWLEDGED AND AGREED TO
AS OF THE DATE FIRST WRITTEN ABOVE
DONALD DELASKI 2008 GRANTOR RETAINED ANNUITY TRUST
By: | /s/ Donald deLaski | |||
Name: | Donald deLaski | |||
Title: | Trustee |