Exhibit 99.3
December 15, 2009
Deltek, Inc.
13880 Dulles Corner Lane
Herndon, VA 20171
Attn: Senior Vice President and General Counsel
| | Re: | Waiver of Shareholders’ Agreement Restrictions |
Dear David:
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”) and the waiver dated October 30, 2009 pursuant to which the Company and the NMP Entities waived any compliance by certain individuals and entities with Section 3.1 of the Shareholders’ Agreement (the “Waiver”).
This letter is to confirm our agreement as follows:
1. Schedule A of the Waiver is hereby amended to include the individuals and entities listed on Schedule A attached hereto.
2. In all other respects, the Shareholders’ Agreement shall remain in full force and effect in accordance with its 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, |
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| NEW MOUNTAIN PARTNERS II, L.P. |
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| By: | | New Mountain Investments II, L.L.C., its general partner |
| | |
| | By: | | /s/ Steven B. Klinsky |
| | | | Name: | | Steven B. Klinsky |
| | | | Title: | | Managing Member |
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| NEW MOUNTAIN AFFILIATED INVESTORS II, L.P. |
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| By: | | New Mountain Investments II, L.L.C., its general partner |
| | |
| | By: | | /s/ Steven B. Klinsky |
| | | | Name: | | Steven B. Klinsky |
| | | | Title: | | Managing Member |
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| ALLEGHENY NEW MOUNTAIN PARTNERS, L.P. |
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| 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 |
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| DELTEK, INC. |
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| By: | | /s/ David Schwiesow |
| Name: | | David Schwiesow |
| Title: | | Senior Vice President and General Counsel |
Schedule A
Mary Burden
Jennifer Felix
Margaret Flaherty
Patricia Kelly
Edward Muldrow
John Pitsenberger
Pamela Potts
Alicia Townes
Stephen Cook
David Marvin
James Price
Scott-Patlan Inc.
Gary Troop
Anthony Welsh
