0001193125-07-106301 Sample Contracts

CREDIT AGREEMENT dated as of April 22, 2005 among DELTEK SYSTEMS, INC., THE LENDERS PARTY HERETO and CREDIT SUISSE FIRST BOSTON, as Administrative Agent and Collateral Agent
Credit Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • New York

CREDIT AGREEMENT dated as of April 22, 2005, among DELTEK SYSTEMS, INC., a Virginia corporation (the “Borrower”), the Lenders (as defined in Article I), and CREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.

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Contract
Stock Option Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • New York

STOCK OPTION AGREEMENT (the “Agreement”), dated as of November 3, 2005 between Deltek Systems, Inc., a Virginia corporation (together with its successors, the “Company”), and James Reagan (the “Optionee”).

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Contract
Shareholder’s Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • New York

This SHAREHOLDER’S AGREEMENT, dated as of [ ], is between Deltek Systems, Inc., a Virginia corporation, and the undersigned (the “Shareholder”).

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SUBSIDIARY TRADEMARK SECURITY AGREEMENT (this “Agreement”) dated as of October 14, 2005, between WIND2 SOFTWARE, INC., a Wyoming corporation (the “Subsidiary Grantor”) and CREDIT SUISSE (formerly known as Credit Suisse First Boston and referred to...
Subsidiary Trademark Security Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services

Reference is made to the Guarantee and Collateral Agreement dated as of April 22, 2005, as supplemented by Supplement No. 1 to Guarantee and Collateral Agreement dated as of October 3, 2005 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), among Deltek Systems, Inc. (the “Borrower”), the subsidiaries of the Borrower identified therein and the Collateral Agent. The Lenders have agreed to make Loans and the Issuing Bank has agreed to issue Letters of Credit, in each case subject to the terms and conditions set forth in the Credit Agreement dated as of April 22, 2005, (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders named therein and Credit Suisse, as administrative agent and as the Collateral Agent. The Subsidiary Grantor is executing this Agreement in accordance with the requirements of the Cred

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April 22, 2005 Allegheny New Mountain Partners, L.P. New York, NY 10019 Dear Sirs:
Deltek, Inc • May 8th, 2007 • Services-computer programming services

This letter will confirm our agreement that, in connection with your investment in Deltek Systems, Inc., a Virginia corporation (the “Company”), pursuant to the Recapitalization Agreement, effective as of December 23, 2004, by and among New Mountain Partners II, L.P., a Delaware limited partnership, New Mountain Affiliated Investors II, L.P., a Delaware limited partnership, Allegheny New Mountain Partners, L.P., a Delaware limited partnership (“Investor”), the persons listed on the signature pages thereto under the heading “Shareholders”, the Company, and such other parties who may be signatories thereto from time to time (as such agreement may be amended from time to time, the “Recapitalization Agreement”), the Investor will be entitled to the following contractual management rights relating to the Company (collectively, the “Management Rights”). Any capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Recapitalization Agreement.

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JOINDER AGREEMENT TO SHAREHOLDERS’ AGREEMENT
Joinder Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • New York

This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by Kevin Parker (the “Employee”), Deltek Systems, Inc., a Virginia corporation (the “Company”), and New Mountain Partners II, L.P., New Mountain Affiliated Investors II, L.P. and Allegheny New Mountain Partners, L.P. (collectively, the “NMP Entities”). Capitalized terms used but not defined herein shall have the meanings given such terms in the Shareholders’ Agreement, dated as of April 22, 2005 (as it may be amended from time to time, the “Shareholders’ Agreement”), between the Company, the shareholders of the Company listed on the signature pages thereto and, with respect to Sections 3.3 and 3.4 thereof, the NMP Entities. A Copy of the Shareholders’ Agreement as in effect on the date hereof is attached hereto as Annex A.

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NON-COMPETITION AGREEMENT
Non-Competition Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • New York

WHEREAS, pursuant to a Recapitalization Agreement, dated as of December 23, 2004, by and among New Mountain Partners II, L.P., New Mountain Affiliated Investors II, L.P., Allegheny New Mountain Partners, L.P. (collectively, the “NMP Entities”), the Company and the Company’s shareholders (the “Recapitalization Agreement”), the NMP Entities are purchasing for an aggregate purchase price of $180,000,000 (the “Investment Funds”), shares of the Company’s common stock, shares of the Company’s Series A preferred stock, and $75,000,000 in aggregate principal amount of 8.00% subordinated debentures due 2015 (“Debentures”);

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Contract
Form of Stock Option Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • New York

FORM OF STOCK OPTION AGREEMENT (the “Agreement”), dated as of the date of grant set forth in the Notice of Stock Option Grant (the “Grant Notice”) between Deltek Systems, Inc., a Virginia corporation (together with its successors, the “Company”), and the individual whose name is set forth on the Grant Notice (the “Optionee”).

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AMENDMENT NO. 2 TO RECAPITALIZATION AGREEMENT
Recapitalization Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services

AMENDMENT NO. 2, dated as of April 21, 2005 (this “Amendment”), to the Recapitalization Agreement, effective as of December 23, 2004, by and among New Mountain Partners II, L.P., New Mountain Affiliated Investors II, L.P., Allegheny New Mountain Partners, L.P., Deltek Systems, Inc. (“Deltek”), the holders of all outstanding shares of stock of Deltek and Kenneth E. deLaski, in his capacity as Shareholders’ Representative, as amended (the “Agreement”).

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Contract
Stock Option Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • New York

STOCK OPTION AGREEMENT (the “Agreement”), dated as of [Date of Agreement] between Deltek Systems, Inc., a Virginia corporation (together with its successors, the “Company”), and [Director] (the “Optionee”).

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Contract
Guarantee and Collateral Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services

SUPPLEMENT NO. 2 (this “Supplement”) dated as of March 17, 2006, to the Guarantee and Collateral Agreement dated as of April 22, 2005 (the “Guarantee and Collateral Agreement”), among DELTEK SYSTEMS, INC., a Virginia corporation (the “Borrower”), each subsidiary of the Borrower from time to time party thereto (each such subsidiary individually a “Guarantor” and collectively, the “Guarantors”; the Guarantors and the Borrower are referred to collectively herein as the “Grantors”) and CREDIT SUISSE (formerly known as Credit Suisse First Boston and referred to herein together with its affiliates as “Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).

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GUARANTEE AND COLLATERAL AGREEMENT dated as of April 22, 2005, among DELTEK SYSTEMS, INC., the Subsidiaries of DELTEK SYSTEMS, INC. from time to time party hereto, and CREDIT SUISSE FIRST BOSTON, as Collateral Agent
Guarantee and Collateral Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • New York

GUARANTEE AND COLLATERAL AGREEMENT dated as of April 22, 2005 (this “Agreement”), among DELTEK SYSTEMS, INC., a Virginia corporation (the “Borrower”), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE FIRST BOSTON (“CSFB”), as collateral agent (in such capacity, the “Collateral Agent”).

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Contract
Subsidiary Trademark Security Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services

SUBSIDIARY TRADEMARK SECURITY AGREEMENT (this “Agreement”) dated as of July 24, 2006, between C/S SOLUTIONS, INC., a California corporation (the “Subsidiary Grantor”) and CREDIT SUISSE (formerly known as Credit Suisse First Boston and referred to herein as “Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”).

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AMENDMENT TO STOCK OPTION AGREEMENT
Stock Option Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services

WHEREAS, Deltek Systems, Inc. (the “Company”) has granted Richard Lowenstein (“Optionee”) an option (the “Option”) to purchase Common Stock of the Company pursuant to a Stock Option Agreement with a date of grant of October 23, 2006 (the “Stock Option Agreement”); and

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EMPLOYMENT AGREEMENT
Employment Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • Virginia

EMPLOYMENT AGREEMENT (the “Employment Agreement”), dated as of June 16, 2005, by and between Deltek Systems, Inc., a Virginia corporation (the “Company”), and Kevin Parker (the “Executive”).

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RECAPITALIZATION AGREEMENT by and among NEW MOUNTAIN PARTNERS II, L.P. NEW MOUNTAIN AFFILIATED INVESTORS II, L.P. ALLEGHENY NEW MOUNTAIN PARTNERS, L.P. DELTEK SYSTEMS, INC. and SHAREHOLDERS OF DELTEK SYSTEMS, INC. Effective December 23, 2004
Recapitalization Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services

RECAPITALIZATION AGREEMENT (“Agreement”), effective as of December 23, 2004 (the “Effective Date”), by and among New Mountain Partners II, L.P. (“NMP”), New Mountain Affiliated Investors II, L.P. (“NMAI”), Allegheny New Mountain Partners, L.P., a Delaware limited partnership (together with NMAI and NMP, “Buyers”), Deltek Systems, Inc., a Virginia corporation (“Deltek”), the holders of all outstanding shares of stock of Deltek listed on Exhibit A (each, a “Shareholder” and, collectively, the “Shareholders”) and Kenneth E. deLaski, in his capacity as Shareholders’ Representative as defined in Section 2.8(a).

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Contract
Consent And • May 8th, 2007 • Deltek, Inc • Services-computer programming services • New York

CONSENT AND WAIVER dated as of April 13, 2006 (this “Consent”), relating to the Credit Agreement dated as of April 22, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DELTEK SYSTEMS, INC., a Virginia corporation (the “Borrower”), the Lenders party thereto and CREDIT SUISSE (formerly known as Credit Suisse First Boston), as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent for the Lenders.

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Contract
Credit Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • New York

AMENDMENT NO. 1 dated as of August 12, 2005 (this “Amendment”), to the Credit Agreement dated as of April 22, 2005 (the “Credit Agreement”), among DELTEK SYSTEMS, INC. (the “Borrower”), the Lenders (as defined therein) and CREDIT SUISSE (formerly known as Credit Suisse First Boston), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.

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NONCOMPETITIION AGREEMENT
Noncompetitiion Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • Virginia

This Noncompetition Agreement (“Agreement”), dated as of 02/08/06, is made and entered into by and between Carolyn Parent (the “Employee”) and Deltek Systems, Inc., a Virginia corporation (the “Company”).

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DELTEK SYSTEMS, INC. Executive Employment Agreement
Employment Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made this 22nd day of April, 2005 (the “Effective Date”), by and between Deltek Systems, Inc., a Virginia corporation with its principal offices at 13880 Dulles Corner Lane, Herndon, Virginia 2017 (the “Company”), and Kenneth E. deLaski, residing at 100 Interpromontory Road, Great Falls, Virginia 22066 (the “Executive”).

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EMPLOYEE AGREEMENT
Employee Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • Virginia

This Employee Agreement (“Agreement”) dated as of June 26, 2006, is made and entered into by and between Richard Lowenstein (the “Employee”) and Deltek Systems, Inc., a Virginia corporation (the “Company”).

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ADVISORY AGREEMENT
Advisory Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • New York

THIS ADVISORY AGREEMENT, dated as of April 22, 2005 (this “Agreement”) is made and entered into among Deltek Systems, Inc., a Virginia corporation (together with its subsidiaries, the “Company”), and New Mountain Capital, LLC, a Delaware limited liability company (the “Advisor”).

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Contract
Guarantee and Collateral Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services

SUPPLEMENT NO. 3 (this “Supplement”) dated as of July 24, 2006, to the Guarantee and Collateral Agreement dated as of April 22, 2005 (as supplemented by Supplement No. 1, dated as of October 3, 2005, and Supplement No. 2, dated as of March 17, 2006, as otherwise amended, modified or supplemented from time to time, the “Guarantee and Collateral Agreement”), among DELTEK SYSTEMS, INC., a Virginia corporation (the “Borrower”), each subsidiary of the Borrower from time to time party thereto (each such subsidiary individually a “Guarantor” and collectively, the “Guarantors”; the Guarantors and the Borrower are referred to collectively herein as the “Grantors”) and CREDIT SUISSE (formerly known as Credit Suisse First Boston and referred to herein together with its affiliates as “Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).

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RELEASE
Release • May 8th, 2007 • Deltek, Inc • Services-computer programming services • New York

This Release (“Release”) is made as of April 22, 2005 by and among Deltek Systems, Inc., a Virginia corporation (“Deltek”) and the persons listed on the signature pages hereto under the heading “Sellers” (each, a “Seller,” and collectively, the “Sellers”).

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STOCK APPRECIATION RIGHT AGREEMENT
Stock Appreciation Right Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • Virginia

THIS STOCK APPRECIATION RIGHT AGREEMENT (the “Agreement”) is made and entered into by and between Deltek Systems, Inc. (the “Company”) and Richard P. Lowrey (the “Grantee”)

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Deltek Systems, Inc. Stock Purchase Agreement
Stock Purchase Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • New York

STOCK PURCHASE AGREEMENT, dated [ ] (the “Agreement”), by and between Deltek Systems, Inc., a Virginia corporation (the “Company”), and [ ] (“Purchaser”).

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Amendment No. 1 to Shareholder’s Agreement
S Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services

THIS AMENDMENT TO SHAREHOLDER’S AGREEMENT, dated as of this 14th day of September, 2006, by and between Deltek Systems, Inc., a Virginia corporation (the “Company”), and Joseph M. Kampf (the “Shareholder”);

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Deltek Systems, Inc. Stock Purchase Agreement
Stock Purchase Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • New York

STOCK PURCHASE AGREEMENT, dated [ ] (the “Agreement”), by and between Deltek Systems, Inc., a Virginia corporation (the “Company”), and [ ] (“Purchaser”).

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AMENDMENT TO STOCK OPTION AGREEMENT
Stock Option Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services

WHEREAS, Deltek Systems, Inc. (the “Company”) has granted Carolyn Parent (“Optionee”) an option (the “Option”) to purchase Common Stock of the Company pursuant to a Stock Option Agreement with a date of grant of March 9, 2006 (the “Stock Option Agreement”); and

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AMENDMENT NO. 1 TO RECAPITALIZATION AGREEMENT
Recapitalization Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services

AMENDMENT NO. 1, dated as of March 14, 2005 (this “Amendment”), to the Recapitalization Agreement (the “Agreement”), effective as of December 23, 2004, by and among New Mountain Partners II, L.P., New Mountain Affiliated Investors II, L.P., Allegheny New Mountain Partners, L.P., Deltek Systems, Inc. (“Deltek”), the holders of all outstanding shares of stock of Deltek and Kenneth E. deLaski, in his capacity as Shareholders’ Representative.

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SHAREHOLDERS’ AGREEMENT, dated as of April 22, 2005, among Deltek Systems, Inc., a Virginia corporation, the persons listed on the signature pages hereto under the heading “Employees” (collectively, the “Employees” and each, an “Employee”) and under...
Shareholders’ Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • New York

WHEREAS, pursuant to a Recapitalization Agreement, dated as of December 23, 2004, by and among the Company, certain Employees, The Onae Trust, the deLaski Shareholders and the NMP Entities (as it may be amended, restated, supplemented or modified from time to time, the “Recapitalization Agreement”), the NMP Entities purchased $75,000,000 in aggregate principal amount of 8.00% subordinated debentures due 2015 (“Debentures”), shares of Common Stock and shares of Series A preferred stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) and such Employees, The Onae Trust and the deLaski Shareholders had a portion of their shares of Common Stock redeemed by the Company in exchange for cash (and in the case of Kenneth E. deLaski, $25,000,000 in aggregate principal amount of Debentures);

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AGREEMENT
Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services

This AGREEMENT (the “Agreement”), is entered into as of [ ], by and between Deltek Systems, Inc., a Virginia corporation (the “Company”), and [ ] (the “[Director/Executive]”).

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AMENDMENT TO STOCK OPTION AGREEMENT
Stock Option Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services

WHEREAS, Deltek Systems, Inc. (the “Company”) has granted David Schwiesow (“Optionee”) an option (the “Option”) to purchase Common Stock of the Company pursuant to a Stock Option Agreement with a date of grant of April 26, 2006 (the “Stock Option Agreement”); and

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AMENDMENT TO STOCK APPRECIATION RIGHT AGREEMENT
Stock Appreciation Right Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services

THIS AMENDMENT (the “Amendment”) is made effective as of May 24, 2004, by and between Deltek Systems, Inc. (the “Company”) and Richard P. Lowrey (the “Grantee”).

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INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT, AMENDMENT NO. 2 AND CONSENT dated as of April 28, 2006 (this “Assumption Agreement and Amendment”), related to the CREDIT AGREEMENT dated as of April 22, 2005, as amended by Amendment No. 1 dated as of...
Credit Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • New York
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