Deltek, Inc. 13880 Dulles Corner Lane Herndon, Virginia 20171 April 28, 2009
Exhibit 10.94
00000 Xxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
April 28, 2009
Mr. Xxxx Xxxxx
Managing Director
New Mountain Capital, LLC
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xx. Xxxxx:
We refer to the Shareholders’ Agreement (the “Shareholder’s Agreement”), dated as of April 22, 2005, as amended, among Deltek Systems, Inc., a Virginia corporation (the “Company” or “Deltek”), the persons listed on the signature pages thereto under the heading “Employees” and under the heading “deLaski Shareholder”, The Onae Trust, and 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,”). Capitalized terms used in this letter agreement and not defined shall have the meanings ascribed to them in the Shareholder’s Agreement.
The parties to this letter agreement hereby agree that, for purposes of the Shareholder’s Agreement, the definitions of “Capital Stock” and “Common Stock” each as set forth in Sections 1.11 and 1.16 of the Shareholder’s Agreement shall not include any shares of Common Stock issuable upon exercise of the Company’s non-transferable subscription rights to be distributed in connection with the Company’s rights offering, as described in the Company’s Registration Statement on Form S-3 (File No. 333-158388) filed with the SEC on April 3, 2009, as amended or supplemented.
This letter agreement shall be governed by and construed in accordance with the laws of the State of New York. This agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement.
Please confirm our mutual agreement by signing this letter in the space provided below.
| Very truly yours,
| ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxx | |
| Title: | Senior Vice President and General Counsel | |
| Acknowledged and Agreed:
NEW MOUNTAIN CAPITAL, LLC | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Managing Director | |
