[Remainder of page intentionally left blank]
Exhibit 10.99
August 6, 2009
Deltek, Inc.
13880 Dulles Corner Lane
Herndon, VA 20171
Attn: Chairman, President and Chief Executive Officer
Re: | Waiver of Shareholders Agreement Restrictions |
Dear Kevin:
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 any compliance by the Companys employees (other than the Chief Executive Officer) with Section 3.1 of the Shareholders Agreement.
2. In all other respects, the Shareholders 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.
[Remainder of page intentionally left blank]
Very truly yours, | ||||
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 | ||
DELTEK, INC. | ||
By: | /s/ Kevin Parker | |
Name: | Kevin Parker | |
Title: | Chairman, President and Chief Executive Officer |