Waiver Agreement Relating to Shareholders’ Agreement—Deltek, Inc., NMP Entities, and James Reagan (May 16, 2008)
Deltek, Inc., several New Mountain Partners entities, and James Reagan agree to mutually waive certain obligations under specific sections of a prior Shareholders’ Agreement, effective November 16, 2008. This waiver is conditional on Mr. Reagan signing and not revoking attached separation and release documents. All other terms of the Shareholders’ Agreement and Joinder Agreement remain unchanged. The agreement clarifies that, after the effective date and upon meeting the conditions, neither party will have further obligations under the specified sections of the Shareholders’ Agreement.
Exhibit 10.90
May 16, 2008
Mr. James Reagan
Deltek, Inc.
13880 Dulles Corner Lane
Herndon, VA 20171
Dear Jim:
Reference is made to (i) the Shareholders’ Agreement, dated as of April 22, 2005 (as it 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 thereto 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”) and (ii) the Joinder Agreement dated as of December 15, 2005 (the “Joinder Agreement”) by and among you, the Company and the NMP Entities, pursuant to which you became a party to the Shareholders’ Agreement.
This letter is to confirm our agreement as follows:
1. Effective November 16, 2008, and conditioned upon your (i) entering into the separation agreement and release letter (the “Separation and Release”) attached as Attachment A and the Waiver and Release of Claims (the “Waiver and Release”) attached as Attachment B and (ii) re-executing the Waiver and Release on your last day of employment with the Company, as provided in the Separation and Release, and not revoking the Separation and Release or the Waiver and Release, the Company and the NMP Entities each hereby waives any further compliance by you with, and agrees that you shall have no further obligations to any of them under, Sections 3.1, 3.3, 3.4, 3.5 and 3.6 of the Shareholders’ Agreement from and after November 16, 2008.
2. In consideration of the foregoing, you hereby waive any further compliance by the Company and the NMP Entities with, and agree that the Company and the NMP Entities shall have no further obligations to you under, Sections 3.1, 3.3, 3.4, 3.5 and 3.6 of the Shareholders’ Agreement from and after November 16, 2008.
3. In all other respects, the Shareholders’ Agreement and the Joinder Agreement shall remain in full force and effect in accordance with their respective 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.
| Very truly yours, | ||||
| DELTEK, INC. | ||||
| By: | /s/ Kevin T. Parker | |||
| Name: | Kevin Parker | |||
| Title: | 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
| /s/ James Reagan |
| James Reagan |
