Exhibit 99
The Xxxx Xxxxx xxXxxxx Irrevocable 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, the Xxxx Xxxxxx deLaski Revocable Trust and The
Xxxx Xxxxxx xxXxxxx Marital 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.
