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VOTING AGREEMENT AND IRREVOCABLE PROXY
In consideration of Quaker Holding Co., a Delaware corporation
("MERGERSUB") and DecisionOne Holdings Corp., a Delaware corporation (the
"COMPANY"), entering into an Agreement and Plan of Merger dated as of the date
hereof (the "MERGER AGREEMENT") which provides, among other things, that
MergerSub, upon the terms and subject to the conditions thereof, will be merged
with and into the Company (the "MERGER") and each outstanding share of common
stock, $0.01 par value, of the Company (the "COMPANY COMMON STOCK") will be
converted into the right to receive the Merger Consideration (as defined in the
Merger Agreement) in accordance with the terms of such Agreement, each of the
undersigned holders (the "STOCKHOLDERS") of shares of Company Common Stock,
options and warrants agrees with MergerSub as follows:
1. During the period (the "AGREEMENT PERIOD") beginning on the date
hereof and ending on the earlier of (i) the Effective Time (as defined in the
Merger Agreement) or (ii) the later of (x) if an Extension Event has not
occurred, the termination of the Merger Agreement in accordance with its terms
and (y) if an Extension Event has occurred, the date which is four months after
the date of the termination of the Merger Agreement in accordance with its
terms, and (in the case of clauses (x) and (y)) payment in full of all amounts
(if any) payable to MergerSub pursuant to Section 10.04 thereof, each of the
Stockholders hereby agrees not to sell, transfer, assign, encumber or otherwise
dispose of any shares of Company Common Stock, options or warrants therefor set
forth opposite his name in Schedule A attached hereto (with respect to each such
Stockholder, his "SCHEDULE A SECURITIES") or enter into any contract, option or
other arrangement or understanding with respect to the direct or indirect sale,
assignment, transfer, encumbrance or other disposition of any of such
Stockholder's Schedule A Securities. Notwithstanding the foregoing, no
disposition of Schedule A Securities pursuant to (i) the Merger or (ii) any
other merger or similar transaction (provided, that, in any instance referred to
in clause (ii), the Stockholder is not in breach of its obligations hereunder)
shall be considered a breach of this Agreement. As used in this Agreement,
"EXTENSION EVENT" means the occurrence of both of the following events: (i) a
Third Party shall have made an Acquisition Proposal and thereafter (ii) either
party shall have terminated the Merger Agreement pursuant to Section 9.01(e),
9.01(f) or 9.01(g) thereof. Terms used but not otherwise defined herein shall
have the same meanings as are given them in the Merger Agreement.
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2. During the Agreement Period, each Stockholder hereby agrees to
vote such Stockholder's Schedule A Securities to approve and adopt the Merger
Agreement, the Merger and all agreements related to the Merger and any actions
related thereto at any meeting or meetings of the stockholders of the Company,
and at any adjournment thereof, at which such Merger Agreement and other related
agreements (or any amended version or versions thereof), or such other actions,
are submitted for the consideration and vote of the stockholders of the Company.
3. During the Agreement Period, each of the Stockholders hereby
agrees that it will not vote any of such Stockholder's Schedule A Securities in
favor of the approval of any other merger, consolidation, sale of assets,
reorganization, recapitalization, liquidation or winding up of the Company or
any other extraordinary transaction involving the Company or any matters related
to or in connection therewith, or any corporate action relating to or the
consummation of which would either frustrate the purposes of, or prevent or
delay the consummation of, the transactions contemplated by the Merger
Agreement.
4. Each of the Stockholders hereby irrevocably appoints MergerSub,
during the Agreement Period, as proxy for and on behalf of such Stockholder to
vote (including, without limitation, the taking of action by written consent)
such Stockholder's Schedule A Securities, for and in the name, place and stead
of such Stockholder for the matters and in the manner contemplated by paragraph
2 above.
5. From the date hereof until the termination hereof, such
Stockholder will not, directly or indirectly, (i) take any action to solicit,
initiate or encourage any Acquisition Proposal or (ii) engage in negotiations or
discussions with, or disclose any nonpublic information relating to the Company
or any Subsidiary or afford access to the properties, books or records of the
Company or any Subsidiary to, or otherwise assist, facilitate or encourage, any
Third Party that may be considering making, or has made, an Acquisition
Proposal. Such Stockholder will promptly notify MergerSub after receipt of any
Acquisition Proposal or any indication that any Third Party is considering
making an Acquisition Proposal or any request for nonpublic information relating
to the Company or any Subsidiary or for access to the properties, books or
records of the Company or any Subsidiary by any Third Party that may be
considering making, or has made, an Acquisition Proposal and will keep MergerSub
fully informed of the status and details of any such Acquisition Proposal,
indication or request. The foregoing provisions of this Section 5 shall not be
construed to limit actions taken, or to require actions to be taken, by any
Stockholder (a) one or more of whose directors, partners, officers or employees
is a director or officer of the Company that are required or restricted by such
director's fiduciary duties or such officer's employment duties, or permitted by
the Merger Agreement, and that, in each case, are undertaken solely in such
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person's capacity as a director or officer of the Company and, in the case of an
officer of the Company, as directed by the Board of Directors or (b) with
respect to securities of the Company other than the Schedule A Securities after
the Board of Directors has delivered the notice contemplated by clause (A) of
the second proviso of Section 5.04(a) of the Merger Agreement. For the purposes
of this Section 5, an "ACQUISITION PROPOSAL" shall mean, with respect to any
Stockholder, an Acquisition Proposal as defined in the Merger Agreement but only
in respect of such Stockholder's Schedule A Securities.
6. Each of the Stockholders agrees to surrender to the Company
immediately prior to the Effective Time any Warrants owned by him in exchange
for payment immediately after the Effective Time of an amount equal to the
difference between the exercise price in respect of each share of Company Common
Stock for which such Warrant is exercisable and $23.00, multiplied by the number
of shares of Company Common Stock issuable upon exercise of such Warrants, and
upon such other terms and conditions satisfactory to MergerSub.
7. Each of the Stockholders agrees not to exercise any rights
(including, without limitation, under Section 262 of the Delaware Law) to demand
appraisal of any shares of Company Common Stock owned by such Stockholder with
respect to the Merger.
8. Each of the Stockholders hereby represents and warrants to
MergerSub that as of the date hereof:
(a) such Stockholder (i) owns beneficially all of the shares of
Company Common Stock, options and warrants therefor set forth opposite such
Stockholder's name in Schedule A hereto, (ii) has the full and unrestricted
legal power, authority and right to enter into, execute and deliver this Voting
Agreement and Irrevocable Proxy without the consent or approval of any other
person and (iii) has not entered into any voting agreement with or granted any
person any proxy (revocable or irrevocable) with respect to such shares (other
than this Voting Agreement and Irrevocable Proxy).
(b) This Voting Agreement and Irrevocable Proxy is the valid and
binding agreement of the Stockholder. If the Stockholder is married and the
shares of Company Common Stock, options and warrants therefor set forth on
Schedule A hereto opposite such Stockholder's name constitute community property
under applicable laws, this Agreement has been duly authorized, executed and
delivered by and constitutes the valid and binding agreement of, such
Stockholder's spouse. If this Agreement is being executed in a representative or
fiduciary capacity, the person signing this Agreement has full power and
authority to enter into and perform such agreement.
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(c) No investment banker, broker or finder is entitled to a commission
or fee from such Stockholder or the Company in respect of this Agreement based
upon any arrangement or agreement made by or on behalf of the Stockholder.
9. If any provision of this Voting Agreement and Irrevocable Proxy
shall be invalid or unenforceable under applicable law, such provision shall be
ineffective to the extent of such invalidity or unenforceability only, without
in any way affecting the remaining provisions of this Voting Agreement and
Irrevocable Proxy.
10. This Voting Agreement and Irrevocable Proxy may be executed in two
or more counterparts each of which shall be an original with the same effect as
if the signatures hereto and thereto were upon the same instrument.
11. The parties hereto agree that if for any reason any party hereto
shall have failed to perform its obligations under this Voting Agreement and
Irrevocable Proxy, then the party seeking to enforce this Agreement against such
non-performing party shall be entitled to specific performance and injunctive
and other equitable relief, and the parties hereto further agree to waive any
requirement for the securing or posting of any bond in connection with the
obtaining of any such injunctive or other equitable relief. This provision is
without prejudice to any other rights or remedies, whether at law or in equity,
that any party hereto may have against any other party hereto for any failure to
perform its obligations under this Voting Agreement and Irrevocable Proxy.
12. This Voting Agreement and Irrevocable Proxy shall be governed by
and construed in accordance with the laws of the State of Delaware.
13. Each of the Stockholders will, upon request, execute and deliver
any additional documents deemed by MergerSub to be necessary or desirable to
complete and effectuate the Irrevocable Proxy granted herein.
14. This Agreement shall terminate upon the termination of the
Agreement Period.
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IN WITNESS WHEREOF, the parties hereto have executed this Voting
Agreement as of this 4th day of May, 1997.
QUAKER HOLDING CO.
By /s/ XXXXX X. XXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
DECISIONONE HOLDINGS
CORP.
By /s/ XXXXXXX XXXXXXX
---------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Chief Executive Officer
X.X. XXXXXXX & CO.
By /s/ XXXXXXX X. XXXXXX
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title:
WELSH, CARSON, XXXXXXXX
& XXXXX IV, L.P.
by WCAS IV PARTNERS,
GENERAL PARTNER
By /s/ XXXXXX XXXXXXXXX
---------------------------------------
Name: Xxxxxx XxXxxxxxx
Title:
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WELSH, CARSON, XXXXXXXX
& XXXXX VI, L.P.
by WCAS VI PARTNERS,
GENERAL PARTNER
By /s/ XXXXXX XXXXXXXXX
---------------------------------------
Name: Xxxxxx XxXxxxxxx
Title:
WCAS CAPITAL PARTNERS, L.P.
by WCAS CP PARTNERS,
GENERAL PARTNER
By /s/ XXXXXX XXXXXXXXX
---------------------------------------
Name: Xxxxxx XxXxxxxxx
Title:
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SCHEDULE A
Options to Acquire Warrants to Acquire
Shares of Company Company Common Company Common
Stockholder Common Stock Stock Stock
----------- ------------ ----- -----
X.X. Xxxxxxx Regular Account 1,809,496
X.X. Xxxxxxx "S" Account 1,245,121
Welsh, Carson, Xxxxxxxx & 2,559,656
Xxxxx IV, L.P.
Welsh, Carson, Xxxxxxxx & 1,284,060
Xxxxx VI, L.P.
WCAS Capital Partners, L.P. 1,447,016
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