Exhibit 99.3
October 30, 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 individuals and entities listed onSchedule Aattached to this letter 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.
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| | | | |
| 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 |
Schedule A
Mary Burden
Jennifer Felix
Margaret Flaherty
Patricia Kelly
John Pitsenberger
Pamela Potts
Alicia Townes
Stephen Cook
David Marvin
James Price
Scott-Patlan Inc.
Gary Troop
Anthony Welsh
