Consent and Waiver to Credit Agreement by Deltek Systems, Inc. and Credit Suisse, Dated April 13, 2006

Summary

This agreement is a consent and waiver related to a Credit Agreement between Deltek Systems, Inc., Credit Suisse (as administrative agent), and the lenders. Deltek requested temporary waivers for late delivery of its 2005 financial statements and a required payment, and consent to make an interest payment on shareholder notes. The lenders agree to these waivers and consents until May 15, 2006, after which all original obligations and remedies are reinstated. The agreement does not alter other terms of the original Credit Agreement.

EX-10.63 76 dex1063.htm EXHIBIT 10.63 Exhibit 10.63

Exhibit 10.63

EXECUTION COPY

CONSENT AND WAIVER dated as of April 13, 2006 (this Consent”), relating to the Credit Agreement dated as of April 22, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DELTEK SYSTEMS, INC., a Virginia corporation (the Borrower), the Lenders party thereto and CREDIT SUISSE (formerly known as Credit Suisse First Boston), as administrative agent (in such capacity, the Administrative Agent) and collateral agent for the Lenders.

A. Pursuant to the Credit Agreement, the Lenders and the Issuing Bank have extended, and have agreed to extend, credit to the Borrower.

B. The Borrower has not furnished to the Administrative Agent, as required by Sections 5.04(a) and 5.04 (c) of the Credit Agreement, its consolidated financial statements with respect to the year ended December 31,2005, accompanied by the audit opinion and accountants’ certificate required by such Sections (collectively, the Financial Statements and Certificates) and has not made any mandatory prepayment required by Section 2.13(d) of the Credit Agreement (the 2005 Excess Cash Flow Payment).

C. Further, the Borrower has informed the Administrative Agent that it intends to make an interest payment in cash in respect of the Shareholder Notes in an aggregate amount of approximately $8,000,000 (the Shareholder Notes Interest Payment). Additionally, the Borrower has informed the Administrative Agent that it intends to refinance all of its outstanding Shareholder Notes (the Shareholder Notes Refinancing) with the proceeds of Incremental Term Loans to be made pursuant to an Incremental Term Loan Assumption Agreement in accordance with Section 2.24 of the Credit Agreement.

D. The Borrower has requested that the Requisite Lenders (as defined below) (i) waive, until May 15, 2006, (A) compliance by the Borrower with Sections 5.04(a) and 5.04(c) of the Credit Agreement and (B) any Default or Event of Default that may have arisen solely as a result of the failure of the Borrower to deliver to the Administrative Agent the Financial Statements and Certificates, (ii) waive (A) compliance by the Borrower with Section 2.13(d) of the Credit Agreement solely with respect to the 2005 Excess Cash Flow Payment and (B) any Default or Event of Default that may have arisen solely as a result of the failure of the Borrower to make the 2005 Excess Cash Flow Payment and (iii) consent to the making of the Shareholder Notes Interest Payment on or after the earlier to occur of (x) the date of the consummation of the Shareholder Notes Refinancing and (y) May 15, 2006 (such earlier date, the Shareholder Notes Interest Payment Date).

E. The Requisite Lenders are willing so to consent and to grant such waivers on the terms and subject to the conditions set forth herein.

F. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:


SECTION 1. Consent. The Requisite hereby (a) consent to the making of the Shareholder Notes Interest Payment on the terms described above on or after the Shareholder Notes Interest Payment Date, and (b) waive compliance by the Borrower with the provisions of Sections 6.09(b) and 6.09(c) of the Credit Agreement to the extent (but only to the extent) necessary to permit the making of the Shareholder Notes Interest Payment on or after the Shareholder Notes Interest Payment Date.

SECTION 2. Waivers. (a) Pursuant to Section 9.08(b) of the Credit Agreement, the Requisite Lenders hereby waive:

(i) subject to clause (c) below, (A) compliance by the Borrower with Sections 5.04(a) and 5.04(c) of the Credit Agreement and (B) any Default or Event of Default that may have arisen solely as a result of the failure of the Borrower to deliver to the Administrative Agent the Financial Statements and Certificate; and

(ii) (A) compliance by the Borrower with Section 2.13(d) of the Credit Agreement (solely with respect to the 2005 Excess Cash Flow Payment) and (B) any Default or Event of Default that may have arisen solely as a result of the failure of the Borrower to make the 2005 Excess Cash Flow Payment.

(b) In no way shall the waivers set forth in clause (a)(i) above be deemed to be a waiver of any matter disclosed in the Financial Statements and Certificates upon delivery thereof.

(c) The waivers set forth in clause (a)(i) above shall remain in effect through and including May 15, 2006, after which time such waivers shall automatically terminate and be of no further force or effect, and all rights and remedies with respect to the matters set forth in clause (a)(i) hereof of the Administrative Agent, the Collateral Agent and the Lenders under the Credit Agreement and any other Loan Document shall, without any further action by any person, automatically be reinstated as if such waivers set forth in clause (a)(i) hereof had not become effective.

SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into this Consent, the Borrower represents and warrants to each of the Lenders, the Administrative Agent and the Issuing Bank that, alter giving effect to this Consent, (a) the representations and warranties set forth in Article Ill of the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date and (b) no Default or Event of Default has occurred and is continuing.

SECTION 4. Effectiveness. This Consent shall become effective as of the date set forth above on the date that the Administrative Agent shall have received counterparts of this Consent that, when taken together, bear the signatures of (a) the Borrower, (b) the Required Lenders and (c) Term Lenders holding a majority of the aggregate principal amount of outstanding Term Loans (the Lenders described in clauses (b) and (c) being referred to herein as Requisite Lender).

SECTION 5. Effect of Consent, Waiver and Agreement. Except as expressly set forth herein, this Consent shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, the Collateral

 

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Agent, the Lenders or the Issuing Bank under the 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 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 Credit Agreement or any other Loan Document in similar or different circumstances. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby. This Consent shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 6. Counterparts. This Consent may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Consent by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof.

SECTION 7. Applicable Law. THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 8. Headings. The headings of this Consent are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 9. Expenses. The Borrower agrees to reimburse the Administrative Agent for all out-of-pocket expenses in connection with this Consent, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent.

SECTION 10. Acknowledgment of Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby acknowledges receipt and notice of, and consents to the terms of, this Consent.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed by their duly authorized officers, all as of the date and year first above written.

 

DELTEK SYSTEMS, INC.,  
  By  

/s/ KEVIN T. PARKER

 
  Name:   KEVIN T. PARKER  
  Title:   PRESIDENT & CEO  
DELTEK SYSTEMS (PHILIPPINES), LTD.  
  By:  

/s/ BABETTE J. ALLER

 
  Name:   BABETTE J. ALLER  
  Title:   SECRETARY  
DELTEK SYSTEMS (COLORADO) INC.,  
  By  

/s/ BABETTE J. ALLER

 
  Name:   BABETTE J. ALLER  
  Title:   SECRETARY  
WST CORPORATION,  
  By  

/s/ BABETTE J. ALLER

 
  Name   BABETTE J. ALLER  
  Title:   SECRETARY  
CREDIT SUISSE, CAYMAN ISLANDS
BRANCH (formerly known as Credit Suisse First Boston, acting through its Cayman Islands Branch), individually and as Administrative Agent,
  By  

 

 
  Name:    
  Title:    
  By  

 

 
  Name:    
  Title:    

 

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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed by their duly authorized officers, all as of the date and year first above written.

 

DELTEK SYSTEMS, INC.,  
  By  

 

 
  Name:    
  Title:    
DELTEK SYSTEMS (PHILIPPINES), LTD.  
  By  

 

 
  Name:    
  Title:    
DELTEK SYSTEMS (COLORADO) INC.,  
  By  

 

 
  Name:    
  Title:    
WST CORPORATION,  
  By  

 

 
  Name:    
  Title:    
CREDIT SUISSE, CAYMAN ISLANDS
BRANCH (formerly known as Credit Suisse First
Boston, acting through its Cayman Islands Branch),
individually and as Administrative Agent,
  By:  

/s/ JAMES MORAN

 
  Name:   JAMES MORAN  
  Title:   MANAGING DIRECTOR  
  By:  

/s/ BENISE L. ALVAREZ

 
  Name:   BENISE L. ALVAREZ  
  Title:   ASSOCIATE  

 

5


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006 RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005 AS AMENDED

 

Name of Lender: JPMORGAN CHASE BANK, N.A.
    By:  

/s/ Christophe Vohmenn

    Name:   Christophe Vohmenn
    Title:   Vice President


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006 RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005 AS AMENDED

 

Name of Lender: Sun Trust Bank
      By:  

/s/ Brian Haggerty

      Name:  

Brian Haggerty

      Title:   Senior Vice President


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006 RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005 AS AMENDED

 

Name of Lender:   Wachovia Bank, N.A.
  By:  

/s/ Robert Savin

  Name:   Robert Savin
  Title:   Director


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006 RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005 AS AMENDED

 

Name of Lender:  

BABSON CLO LTD 2004-I

BABSON CLO LTD 2004-II

BABSON CLO LTD 2005-I

By: Babson Capital Management LLC as
Collateral Manager

  By:  

/s/ Kent Collier

  Name:   Kent Collier
  Title:   Associate Director
 

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: Babson Capital Management LLC as Investment Adviser

  By:  

/s/ Kent Collier

  Name:   Kent Collier
  Title:   Associate Director
 

BILL & MELINDA GATES
FOUNDATION

By: Babson Capital Management LLC as
Investment Adviser

  By:  

/s/ Kent Collier

  Name:   Kent Collier
  Title:   Associate Director


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006 RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005 AS AMENDED

 

Name of Lender:  

Sankaty Advisors, LLC as Collateral

Manager for AVERY POINT CLO,

LTD., as Term Lender

  By:  

/s/ JEFFREY HAWKINS

  Name:   JEFFREY HAWKINS
  Title:   SENIOR VICE PRESIDENT


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006 RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005 AS AMENDED

 

Name of Lender:  

Sankaty Advisors, Inc., as Collateral

Manager for Breast Point CBO

1999-1 LTD., as Term Lender

  By:  

/s/ JEFFREY HAWKINS

  Name:   JEFFREY HAWKINS
  Title:   SENIOR VICE PRESIDENT


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006 RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005 AS AMENDED

 

Name of Lender:  

Sankaty Advisors, LLC as Collateral

Manager for Castle Hill I -

INGOTS, Ltd., as Term Lender

  By:  

/s/ JEFFREY HAWKINS

  Name:   JEFFREY HAWKINS
  Title:   SENIOR VICE PRESIDENT


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006 RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005 AS AMENDED

 

Name of Lender:  

Sankaty Advisors, LLC as Collateral

Manager for Castle Hill II -

INGOTS, Ltd., as Term Lender

  By:  

/s/ JEFFREY HAWKINS

  Name:   JEFFREY HAWKINS
  Title:   SENIOR VICE PRESIDENT


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006 RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005 AS AMENDED

 

Name of Lender:  

Sankaty Advisors, LLC as Collateral

Manager for Castle Hill III CLO,

Limited, as Term Lender

  By:  

/s/ JEFFREY HAWKINS

  Name:   JEFFREY HAWKINS
  Title:   SENIOR VICE PRESIDENT


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006 RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005 AS AMENDED

 

Name of Lender:   HARBOUR TOWN FUNDING LLC
  By:  

/s/ M. Cristina Higgins

  Name:   M. Cristina Higgins
  Title:   Assistant Vice President


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006 RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005, AS AMENDED

 

Name of Lender:

 

Sankaty Advisors, LLC as Collateral

Manager for Loan Funding XI LLC,

As Term Lender

  By:  

/s/ JEFFREY HAWKINS

  Name:   JEFFREY HAWKINS
  Title:   SENIOR VICE PRESIDENT


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006 RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005, AS AMENDED

 

Name of Lender:

 

Sankaty Advisors, LLC as Collateral

Manager for Race Point CLO,

Limited, as Term Lender

  By:  

/s/ JEFFREY HAWKINS

  Name:   JEFFREY HAWKINS
  Title:   SENIOR VICE PRESIDENT


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006 RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005, AS AMENDED

 

Name of Lender:

 

Sankaty Advisors, LLC as Collateral

Manager for Race Point II CLO,

Limited, as Term Lender

  By:  

/s/ JEFFREY HAWKINS

  Name:   JEFFREY HAWKINS
  Title:   SENIOR VICE PRESIDENT


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006 RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005 AS AMENDED

 

Hewett’s Island CLO III, Ltd.
By:   CypressTree Investment Management Company, Inc.,
as Portfolio Manager
By:  

/s/ ROBERT E. WEEDEN

Name:   ROBERT E. WEEDEN
Title:   Managing Director


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006 RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005, AS AMENDED

 

Name of Lender:

 

Denali Capital LLC, managing member of DC

Funding Partners LLC, portfolio manager for

DENALI CAPITAL CLO I, LTD., or an affiliate

  By:  

/s/ JOHN P. THACKER

  Name:   JOHN P. THACKER
  Title:   CHIEF CREDIT OFFICER


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006, RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005, AS AMENDED

Name of Lender:

  Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for
DENALI CAPITAL CLO III, LTD., or an affiliate

 

    By  

/s/ JOHN E. THACKER

    Name:   JOHN E. THACKER
    Title:   CHIEF CREDIT OFFICER


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006, RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005, AS AMENDED

 

  Name of Lender:   Denali Capital LLC, managing member of
DC Funding Partners LLC, portfolio manager for
DENALI CAPITAL CLO VI, LTD., or an affiliate
    By:  

/s/ JOHN E. THACKER

    Name:   JOHN E. THACKER
    Title:   CHIEF CREDIT OFFICER


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006, RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005, AS AMENDED

 

   Name of Lender:  

 

     FOUR CORNERS CLO 2005-I, LTD., is Lender
    

By: Four Corners Capital Management LLC,

       As Collateral Manager

    

/s/ DEAN VALENTINE

     DEAN VALENTINE
     Vice President
     FORTRESS PORTFOLIO TRUST., as Lender
    

By: Four Corners Capital Management LLC,

       As Investment Manager

    

/s/ DEAN VALENTINE

     DEAN VALENTINE
     Vice President


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006, RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005, AS AMENDED

 

 

Name of Lender:

  SEMINOLE FUNDING LLC
    By   

/s/ M. Cristina Higgins

    Name:    M. Cristina Higgins
    Title:    Assistant Vice President


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006, RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005, AS AMENDED

 

  Name of Lender:   Gleneagles CLO, Ltd.
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisor, Inc, Its General Partner
    By  

/s/ Chad Schramek

    Name:   Chad Schramek
    Title:   Assistant Treasurer
   

Strand Advisors, Inc., General Partner of

Highland Capital Management, L.P.


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006, RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005, AS AMENDED

 

 

Name of Lender:

  Jasper CLO, Ltd.
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisor, Inc., Its General Partner
    By  

/s/ Chad Schramek

    Name:   Chad Schramek,
    Title:   Assistant Treasurer
   

Strand Advisors, Inc., General Partner of

Highland Capital Management, L.P.


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006, RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005, AS AMENDED

 

 

Name of Lender:

  Southfork CLO, Ltd.
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisor, Inc., Its General Partner
    By  

/s/ Chad Schramek

    Name:   Chad Schramek
    Title:   Assistant Treasurer
   

Strand Advisors, Inc., General Partner of

Highland Capital Management, L.P.


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006, RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005, AS AMENDED

 

  Restoration Funding CLO, LTD.
  By: Highland Capital Management, L.P. As Collateral Manager
Name of Lender:   By: Strand Advisor, Inc., Its General Partner
  By:  

/s/ Chad Schramek

  Name:   Chad Schramek,
  Title:  

Assistant Treasurer

Strand Advisors, Inc., General Partner of

Highland Capital Management, L.P.


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006, RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005, AS AMENDED

 

  Liberty CLO, Ltd.
  By: Highland Capital Management, L.P. As Collateral Manager
Name of Lender:   By: Strand Advisor, Inc., Its General Partner
  By:  

/s/ Chad Schramek

  Name:   Chad Schramek,
  Title:  

Assistant Treasurer

Strand Advisors, Inc., General Partner of

Highland Capital Management, L.P.


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006, RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005, AS AMENDED

 

   Name of Lender:    Grayson CLO, Ltd.
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisor, Inc., Its General Partner
     

By:

  

/s/ Chad Schramek

     

Name:

   Chad Schramek,
     

Title:

   Assistant Treasurer
        

Strand Advisors, Inc., General Partner of

Highland Capital Management, L.P.


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006, RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005, AS AMENDED

 

   Name of Lender:   SkyCBNA Loan Funding
     By:  

/s/ RUBEN DIAZ

     Name:   RUBEN DIAZ
     Title:   Authorized Signatory


Deyden IX – Senior Loan Fund 2005 p.l.c

By: Prudential Investment Management,

Inc., as attorney-in-fact

By:  

/s/ Martha Tuttle

Name:   Martha Tuttle
Title:   Principal


Deyden VII – Leveraged Loan CDO 2004

By: Prudential Investment Management,

Inc., as Collateral Manager

By:  

/s/ Martha Tuttle

Name:   Martha Tuttle
Title:   Principal


Loan Funding V, LLC, for itself or as agent

For Corporate Loan Funding V LLC

By: Prudential Investment Management,

Inc., as Portfolio Manager

By:  

/s/ Martha Tuttle

Name:   Martha Tuttle
Title:   Principal


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006, RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005, AS AMENDED

 

Name of Lender:  

ILLEGIBLE

  By:  

/s/ ILLEGIBLE

  Name:   ILLEGIBLE
  Title:  
   


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006, RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005, AS AMENDED

 

  Name of Lender:   WELLS FARGO FOOTHILL  
    By:     /s/ ROBERT BERNER
    Name:     ROBERT BERNER
    Title:     VICE PRESIDENT


SIGNATURE PAGE TO THE

CONSENT AND WAIVER DATED

AS OF APRIL 13, 2006, RELATING

TO THE DELTEK SYSTEMS, INC.

CREDIT AGREEMENT DATED AS

OF APRIL 22, 2005, AS AMENDED

 

  Name of Lender:   KC CLO II PLC
    By:   

/s/ ILLEGIBLE

    Name:    ILLEGIBLE
    Title: