Exhibit 99.1
The Xxxx Xxxxxx xxXxxxx Revocable Trust is a party to an investor rights
agreement and a shareholders' agreement, each dated as of April 22,
2005. The investor rights agreement contains a voting agreement that
provides, among other things and subject to certain conditions, that (i)
New Mountain Partners II, L.P. is entitled to elect up to a majority of
the members of the board of directors of the issuer, depending upon the
percentage of outstanding common stock and Class A common stock of the
issuer held by New Mountain Partners II, L.P., New Mountain Affiliated
Investors II, L.P., and Allegheny New Mountain Partners, L.P.
(collectively, the "New Mountain Funds") (subject to the right of
Allegheny New Mountain Partners, L.P. to designate one director in lieu
of a director designated by New Mountain Partners II, L.P.); and (ii)
the deLaski Shareholders (as described below) are entitled to designate
up to two members of the board of directors of the issuer, depending on
the percentage of outstanding common stock of the issuer held by the
deLaski Shareholders. The agreement provides that the New Mountain Funds
and the deLaski Shareholders shall each vote all of their voting shares
to effectuate the election of such directors. The deLaski Shareholders
consist of Xxxxxxx X. xxXxxxx, Xxxxxx xxXxxxx, Xxxxxx xxXxxxx 2007
Grantor Retained Annuity Trust, Xxxxx xxXxxxx, Xxxxxx Xxxxx and Xxxxxxxx
Xxxxx, JTWROS, The Xxxx Xxxxx xxXxxxx Irrevocable Trust, The Xxxxxx Xxxx
xxXxxxx Irrevocable Trust and the Xxxx Xxxxxx deLaski Revocable Trust.
The shareholders' agreement provides, among other things, that if the
New Mountain Funds propose to sell all or any portion of their common
stock, then certain parties to the agreement, if requested by the New
Mountain Funds, agree to sell their shares in amounts proportionate to
the sale by the New Mountain Funds and, if shareholder approval is
required to approve such transaction, to vote all of their shares in
favor of the transaction. As a result, the reporting person may be
deemed to be a member of a group pursuant to Rule 13d-5 promulgated
under the Securities Exchange Act of 1934 (the "Act"). This filing
should not be deemed an admission that the reporting person is, for
purposes of Section 13(d) or Section 16 of the Act or otherwise, a
member of a group or that the reporting person is the beneficial owner
of any securities in excess of the amount in which the reporting person
has a pecuniary interest therein, and the reporting person disclaims
beneficial ownership of any such securities.
