Permanent Waiver of Advisory Fee Agreement between Deltek, Inc. and New Mountain Capital LLC
Deltek, Inc. and New Mountain Capital LLC agree that New Mountain Capital will permanently waive its right to receive a quarterly advisory fee from Deltek, starting with the third quarter, if and when Deltek's registration statement for its initial public offering becomes effective. This waiver modifies the original Advisory Agreement dated April 22, 2005. The agreement is confirmed by both parties' signatures and is contingent on the IPO registration statement becoming effective.
Exhibit 2.5
Deltek, Inc.
13800 Dulles Corner Lane
Herndon, Virginia 20171
September 26, 2007
Mr. Alok Singh
Managing Director
New Mountain Capital LLC
787 Seventh Avenue
49th Floor
New York, New York 10019
Dear Mr. Singh:
In connection with Deltek, Inc.’s initial public offering on Registration Statement No. 333-142737, we request that New Mountain Capital LLC confirm, by its execution of this letter below, its agreement to waive permanently its quarterly advisory fee beginning with Deltek, Inc.’s third quarter if and when this Registration Statement is effective under the Securities Act of 1933, as amended. This advisory fee is set forth in Section 3.1 of the Advisory Agreement between New Mountain Capital, LLC and Deltek, Inc. dated as of April 22, 2005.
If you have any questions, please contact me at ###-###-####.
| Sincerely, |
| /s/ David R. Schwiesow |
| David R. Schwiesow |
| Senior Vice President, General Counsel & Secretary |
AGREED AND ACCEPTED
AS OF THE ABOVE
WRITTEN DATE:
| NEW MOUNTAIN CAPITAL LLC | ||
| By: | /s/ Alok Singh | |
| Name: Alok Singh Title: Managing Director | ||
