Exhibit 99
Each of the New Mountain Funds 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 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, XXXXXX, The Xxxx Xxxxx xxXxxxx Irrevocable Trust, The Xxxxxx Xxxx
xxXxxxx Irrevocable Trust and the Xxxx Xxxxxx xxXxxxx 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. In addition, the New Mountain Funds are
third-party beneficiaries with the right to enforce certain other
agreements made between the issuer and other shareholders of the issuer,
which contain provisions similar to those contained in the shareholders'
agreement as described above. As a result, each of the reporting persons
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 any of the reporting
persons are, for purposes of Section 13(d) or Section 16 of the Act or
otherwise, a member of a group, or that any of the reporting persons are
the beneficial owner of any securities in excess of the amount in which
the reporting persons have a pecuniary interest therein, and the
reporting persons disclaim beneficial ownership of any such securities.
