Exhibit 4
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.
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 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 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 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.
(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.
IN WITNESS WHEREOF, the parties hereto have executed this
Voting Agreement as of this 4th day of May, 1997.
QUAKER HOLDING CO.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
DECISIONONE HOLDINGS
CORP.
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Executive Officer
▇.▇. ▇▇▇▇▇▇▇ & CO.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: General Partner
WELSH, CARSON, ▇▇▇▇▇▇▇▇
& ▇▇▇▇▇ IV, L.P.
by WCAS IV PARTNERS,
GENERAL PARTNER
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: General Partner
WELSH, CARSON, ▇▇▇▇▇▇▇▇
& ▇▇▇▇▇ VI, L.P.
by WCAS VI PARTNERS,
GENERAL PARTNER
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: General Partner
WCAS CAPITAL PARTNERS, L.P.
by WCAS CP PARTNERS,
GENERAL PARTNER
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: General Partner
SCHEDULE A
Options to Acquire Warrants to Acquire
Shares of Company Company Common Company Common
Stockholder Common Stock Stock Stock
-------------------------------- -------------------- ----------------------------- ------------------------------
▇.▇. ▇▇▇▇▇▇▇ Regular Account 1,809,496
▇.▇. ▇▇▇▇▇▇▇ "S" Account 1,245,121
Welsh, Carson, ▇▇▇▇▇▇▇▇ & 2,559,656
▇▇▇▇▇ IV, L.P.
Welsh, Carson, ▇▇▇▇▇▇▇▇ & 1,284,060
▇▇▇▇▇ VI, L.P.
WCAS Capital Partners, L.P. 1,447,016