EXHIBIT 4.6
FORM OF ASSUMPTION AGREEMENT
Assumption Agreement (this "Agreement"), dated as of August 7, 1997, between
DecisionOne Holdings Corp., a Delaware corporation (the "Company"), and State
Street Bank and Trust Company, as Warrant Agent under the warrant agreement
referred to below (the "Warrant Agent").
W I T N E S S E T H
WHEREAS, Quaker Holding Co., a Delaware corporation ("Quaker"), has
heretofore executed and delivered to the Warrant Agent a warrant agreement
(the "Warrant Agreement"), dated as of the date hereof, providing for the
issuance of 148,400 Warrants (the "Warrants") to purchase 281,960 shares of
common stock, par value $.01 per share (the "Common Stock"), of Quaker;
WHEREAS, Quaker has been merged with and into the Company;
WHEREAS, pursuant to Section 20 of the Warrant Agreement the Warrant Agent
is authorized to execute and deliver this Agreement; and
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company and the Warrant Agent mutually covenant and agree for the equal and
ratable benefit of the holders of the Warrants as follows:
1. Assumption. The Company hereby assumes all of the obligations of Quaker
under the Warrant Agreement and the Warrants and, hereafter, shall be deemed
the "Company" for all purposes under the Warrant Agreement and the Warrants.
2. New York Law to Govern. The internal law of the State of New York, without
regard to the choice of law rules thereof, shall govern and be used to
construe this Agreement.
3. Counterparts. The parties may sign any number of copies of this Agreement.
Each signed copy shall be an original, but all of them together represent the
same agreement.
4. Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attestd, all as of the date first above written.
Dated: August 7, 1997 DecisionOne Holdings Corp.
By: ___________________________________
Name:
Title:
State Street Bank and Trust Company
Dated: August 7, 1997 as Warrant Agent
By: ___________________________________
Name:
Title:
