<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 21, 2000
DECISIONONE HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 0-28090 13-3435409
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
incorporation) Number)
</TABLE>
DECISIONONE CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 333-28411 23-2328680
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
incorporation) Number)
</TABLE>
50 East Swedesford Road, Frazer, Pennsylvania 19355
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 296-2000
===============================================================
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Item 3. Bankruptcy.
(b) On March 21, 2000, the United States Bankruptcy Court for the
District of Delaware (the "Court") entered an order (the "Confirmation Order")
confirming the Prepackaged Joint Consolidated Plan of Reorganization (the
"Plan") of DecisionOne Corporation ("DecisionOne") and DecisionOne Holdings
Corp., a Delaware holding company whose primary asset is the stock of
DecisionOne, ("Holdings"). Holdings and DecisionOne (together, the "Company")
anticipates that the effective date of the Plan will be on or about April 7,
2000 (the "Effective Date").
The material features of the Plan are summarized below. This summary is
qualified in its entirety by reference to the Plan and the Confirmation Order.
Copies of the Plan and the Confirmation Order are filed as exhibits to this
report.
On the day immediately preceding the Effective Date (the "Pre-Effective
Date"), the Plan provides that Holdings will transfer all of its assets to
DecisionOne as follows: Holdings will transfer to DecisionOne (1) the cash held
by Holdings (approximately $1.59 million) in exchange for a senior unsecured
note issued by DecisionOne with a term of 10 years (the "Holdings Note") and (2)
the outstanding share of common stock of DecisionOne issued to Holdings (which
share shall be canceled) in exchange for a newly-issued share of common stock of
DecisionOne, without par value (the "Interim DecisionOne Common Stock"). These
transfers will be followed immediately, on the Pre-Effective Date, by the
liquidation of Holdings.
Pursuant to the Plan, in connection with the liquidation of Holdings,
the assets of Holdings will be distributed as follows: The Holdings Note will be
distributed to a trust (the "Holding Trust") to be created on the Pre-Effective
Date for the benefit of (1) the financial institutions (the "Lenders") party to
the Company's Credit Agreement, dated as of August 7, 1997, on account of their
guaranty claims against Holdings, (2) the holders of the 11-1/2% Senior Discount
Debentures due 2008 issued by Holdings (the "11-1/2% Notes") and (3) the holders
of other general unsecured claims against Holdings. The interest in the Holdings
Trust of each beneficiary will be equal to its pro rata share of the aggregate
allowed amount of all beneficiaries' claims against Holdings. The Interim
DecisionOne Common Stock, which is pledged to the Lenders, will be distributed
to the Lenders. In addition, the Plan provides that all issued and outstanding
shares of common stock, warrants and options of Holdings and all claims of
DecisionOne or any of its subsidiaries against Holdings will be canceled and
further provides that the holders of such interests or claims will not receive
any distribution nor retain any property on account of such interests or claims.
Pursuant to the Plan, following the liquidation of Holdings, the Plan
provides for the reorganization of the capital structure of DecisionOne. Among
other things, the Plan provides that, on the Effective Date:
(A) The Lenders will receive on account of their senior secured claims
against DecisionOne (1) term notes in the aggregate principal amount of $250
million under an
<PAGE> 3
amended and restated credit agreement with DecisionOne and (2) shares of common
stock (the "New Common Stock") representing approximately 92.3% of the shares of
New Common Stock issued on the Effective Date. In addition, the Lenders will
receive approximately 2.3% of the shares of New Common Stock issued on the
Effective Date on account of their interest in the Holdings Trust, for a total
distribution of approximately 94.6%.
(B) In addition, the beneficiaries of the Holdings Trust (including the
Lenders), will receive shares of New Common Stock with a value, as of the
Effective Date, equal to the amount of the Holdings Note (or approximately 2.7%
of the equity of DecisionOne issued on the Effective Date) on account of their
claims against DecisionOne through their interest in the Holdings Trust.
(C) The holders of the 14% Senior Notes due 2006 issued by DecisionOne
(the "14% Notes") will receive (1) warrants to purchase shares of New Common
Stock, at an exercise price based on an enterprise value of $350 million (the
"Series A Warrants"), exercisable for 4.2% of the equity of DecisionOne on a
fully diluted basis (taking into account upon the exercise of any Series B
Warrant (as defined below) or of any option or similar right issued under any
management compensation plan adopted by reorganized DecisionOne on or after the
Effective Date, but not any Series C Warrant (as defined below), all shares of
New Common Stock issued in connection with such exercise) and (2) warrants to
purchase shares of New Common Stock, at an exercise price based on an equity
valuation of $280 million (the "Series C Warrants"), exercisable for 2% of the
equity of DecisionOne on an undiluted basis.
(D) The holders of the 9-3/4% Senior Subordinated Notes due 2007 issued
by DecisionOne (the "9-3/4% Notes") will receive (1) shares of New Common Stock
representing 5% of the New Common Stock issued on the Effective Date, (2) Series
A Warrants exercisable for 2.8% of the equity of DecisionOne on a fully diluted
basis (taking into account upon the exercise of any Series B Warrant or of any
option or similar right issued under any management compensation plan adopted by
reorganized DecisionOne on or after the Effective Date, but not any Series C
Warrant, all shares of New Common Stock issued in connection with such
exercise), (3) warrants to purchase shares of New Common Stock, at an exercise
price based on an equity valuation of $200 million (the "Series B Warrants"),
exercisable for 5% of the equity of DecisionOne on an undiluted basis and (4)
Series C Warrants exercisable for 3% of the equity of DecisionOne on an
undiluted basis. The distribution of Series A Warrants, Series B Warrants and
Series C Warrants to the holders of the 9-3/4% Notes will be reduced by the
payment of a transaction fee to Chanin and Company LLC.
In addition, under the Plan, claims arising under the final order of
the Court, dated March 2, 2000, approving the Company's $35 million
debtor-in-possession financing facility, administrative claims, tax claims and
priority claims will be paid in full in cash. Similarly, the claims of
DecisionOne's trade creditors, customers and employees are not impaired under
the Plan.
The Plan also provides that the Interim DecisionOne Common Stock and all
claims of Holdings or any of DecisionOne's subsidiaries against DecisionOne will
be canceled and further provides that the holders of such interests or claims
will not receive any distribution nor retain any property on account of such
interests or claims.
<PAGE> 4
As of March 23, 2000, there were 12,551,819 shares of common stock of
Holdings, par value $.01 per share, and one share of Interim DecisionOne Common
Stock, outstanding. As described above, on the Effective Date, the Plan provides
that all the shares of common stock of Holdings and the share of Interim
DecisionOne Common Stock will be deemed canceled. The Company has not yet
determined the number of shares of New Common Stock which will be issued on the
Effective Date or reserved for future issuance in respect of claims under the
terms of the Plan.
Financial information regarding the assets and liabilities of the
Company is set forth in the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1999, which is specifically incorporated into
this report by reference.
Item 7. Exhibits.
(c) 2.1 Prepackaged Joint Consolidated Plan of Reorganization of
DecisionOne Holdings Corp. and DecisionOne Corporation.
2.2 Order of the United States Bankruptcy Court for the District of
Delaware confirming the Prepackaged Joint Consolidated Plan of
Reorganization of DecisionOne Holdings Corp. and DecisionOne
Corporation, dated March 21, 2000.
99.1 Press release, dated March 23, 2000, announcing the confirmation
of the Prepackaged Joint Consolidated Plan of Reorganization of
DecisionOne Holdings Corp. and DecisionOne Corporation.
99.2* Quarterly Report on Form 10-Q for DecisionOne Holdings Corp. and
DecisionOne Corporation for the fiscal quarter ended September
30, 1999.
- ---------
* Filed with the Securities and Exchange Commission on January 14, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrants have duly caused this report to be signed on their behalf
by the undersigned hereunto duly authorized.
DecisionOne Holdings Corp.
(Registrant)
Date: April 5, 2000 By /s/ Thomas J. Fogarty
---------------------
Name: Thomas J. Fogarty
Title: Senior Vice President and
Chief Executive Officer
DecisionOne Corporation
(Registrant)
Date: April 5, 2000 By /s/ Thomas J. Fogarty
---------------------
Name: Thomas J. Fogarty
Title: Senior Vice President and
Chief Executive Officer
<PAGE> 6
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
2.1 Prepackaged Joint Consolidated Plan of Reorganization of
DecisionOne Holdings Corp. and DecisionOne Corporation.
2.2 Order of the United States Bankruptcy Court for the District
of Delaware confirming the Prepackaged Joint Consolidated Plan of
Reorganization of DecisionOne Holdings Corp. and DecisionOne
Corporation, dated March 21, 2000.
99.1 Press release, dated March 23, 2000, announcing the
confirmation of the Prepackaged Joint Consolidated Plan of
Reorganization of DecisionOne Holdings Corp. and DecisionOne
Corporation.
99.2* Quarterly Report on Form 10-Q for DecisionOne Holdings Corp.
and DecisionOne Corporation for the fiscal quarter ended
September 30, 1999.
- ---------
* Filed with the Securities and Exchange Commission on January 14, 2000.
<PAGE> 1
EXHIBIT 2.1
IN THE UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re: )
) Case No. 00- ( )
DECISIONONE CORPORATION and )
DECISIONONE HOLDINGS CORP., )
) Chapter 11
Debtors. ) Jointly Administered
PREPACKAGED JOINT CONSOLIDATED PLAN OF REORGANIZATION OF
DECISIONONE HOLDINGS CORP. AND DECISIONONE CORPORATION
YOUNG CONAWAY STARGATT &
TAYLOR LLP
James L. Patton, Jr. (No. 2202)
James L. Patton, Jr. (No. 2202)
Joel A. Waite (No. 2925)
11th Floor
Rodney Square North
P. O. Box 391
Wilmington, DE 19899
(302) 571-6600
and
DEBEVOISE & PLIMPTON
Michael E. Wiles
Richard F. Hahn
Kathleen Warner
875 Third Avenue
New York, New York 10022
(212) 909-6000
Attorneys for Debtors
<PAGE> 2
Dated: New York, New York
February 14, 2000
<PAGE> 3
PREPACKAGED JOINT CONSOLIDATED PLAN OF REORGANIZATION OF
DECISIONONE HOLDINGS CORP. AND DECISIONONE CORPORATION
DecisionOne Holdings Corp. and DecisionOne Corporation, each a debtor and
a debtor-in-possession in the above-captioned Chapter 11 cases, hereby propose
the following Prepackaged Joint Consolidated Plan of Reorganization pursuant to
Chapter 11 of Title 11 of the United States Code, 11 U.S.C. Sections 101-1330,
as amended:
ARTICLE 1
DEFINITIONS
As used herein, the following terms shall have the respective meanings
specified below. All capitalized terms used herein and not otherwise defined
have the meanings assigned to them in the Bankruptcy Code and in the Bankruptcy
Rules.
1.1 "Ableco" means Ableco Finance LLC, an affiliate of Cerberus Capital
Management, L.P., or affiliates of Ableco Finance LLC.
1.2 "Administrative Agent" means BankBoston, N.A., as administrative agent
under the Existing Credit Agreement.
1.3 "Administrative Claim" means any Claim for an administrative expense
of the kind described in Section 503(b) of the Bankruptcy Code, including,
without limitation, the actual and necessary costs and expenses of preserving
the Estates of the Debtors incurred after the commencement of the Case, amounts
due in payment for goods reclaimed by the seller that have been granted a
priority pursuant to Section 546(c) of the Bankruptcy Code, Claims for fees and
expenses pursuant to Sections 330 and 331 of the Bankruptcy Code and fees, if
any, due to the United States Trustee under 28 U.S.C. Section 1930(a)(6).
1.4 "Allowed Claim" means a Claim or any portion thereof (a) as to which
no objection to allowance or request for estimation has been interposed on or
before the Effective Date or the expiration of such other applicable period of
limitation fixed by the Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy
Court; (b) as to which any objection to its allowance has been settled, waived
through payment or withdrawn, or has been denied by a Final Order; (c) that has
been allowed by a Final Order; (d) as to which the liability of the Debtors, or
either of them, and the amount thereof are determined by final order of a court
of competent jurisdiction other than the Bankruptcy Court; or
<PAGE> 4
(e) that is expressly allowed in a liquidated amount in the Plan; provided,
however, that with respect to any Claim in Class H3, "Allowed Claim" means a
Claim that is listed on the Schedules as not disputed, unliquidated or
contingent or as to which a timely proof of claim has been filed in accordance
with Section 16.1 of the Plan, and as to which the Debtors (i) have not
interposed a timely objection or (ii) have interposed a timely objection and
such objection has been settled, waived through payment or withdrawn, or has
been denied by a Final Order; provided further, however, that all Administrative
Claims (other than fees and expenses pursuant to Sections 330 and 331 of the
Bankruptcy Code and fees due to the United States Trustee under 28 U.S.C.
Section 1930(a)(6)), Tax Claims and Claims in Classes J1, D2 and D3 shall be
treated for all purposes as if the Case was not filed, and the determination of
whether any such Claims shall be allowed and the amount of any such Claims (as
to which no proof of claim need be filed) shall be determined, resolved or
adjudicated, as the case may be, in the manner in which such Claim would have
been determined, resolved or adjudicated if the Case had not been commenced.
Unless otherwise specified in the Plan or in the Final Order allowing such
Claim, "Allowed Claim" shall not include interest on the amount of such Claim
maturing or accruing from and after the Filing Date, or any punitive or
exemplary damages, or any fine, penalty or forfeiture.
1.5 "Amended and Restated By-Laws" means the Amended and Restated By-Laws
of Reorganized DecisionOne, substantially in the form contained in the Plan
Supplement.
1.6 "Amended and Restated Charter" means the Amended and Restated
Certificate of Incorporation of Reorganized DecisionOne, substantially in the
form contained in the Plan Supplement.
1.7 "Bank Registration Rights Agreement" means the Registration Rights
Agreement, dated as of the Effective Date, between Reorganized DecisionOne and
certain Banks, with respect to the registration of shares of New Common Stock
issued to such Banks on the Effective Date, substantially in the form contained
in the Plan Supplement.
1.8 "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as amended,
as set forth in Title 11 of the United States Code, 11 U.S.C. Sections 101-1330,
as now in effect OR hereafter amended.
1.9 "Bankruptcy Court" means the United States Bankruptcy Court for the
District of Delaware or such other court of competent jurisdiction as may be
administering the Case or any part thereof.
1.10 "Bankruptcy Rules" means the Federal Rules of Bankruptcy Procedure
<PAGE> 5
promulgated pursuant to 28 U.S.C. Section 2075, as now in effect or hereinafter
amended, together with the local rules of the Bankruptcy Court.
1.11 "Banks" means the banks and other financial institutions that are
party to the Existing Credit Agreement.
1.12 "Borrower Pledge Agreement" means the Borrower Pledge Agreement,
dated as of August 7, 1997, between DecisionOne and the Administrative Agent,
for the benefit of the Banks, as amended, modified or supplemented from time to
time.
1.13 "Borrower Security Agreement" means the Borrower Security Agreement,
dated as of August 7, 1997, between DecisionOne and the Administrative Agent,
for the benefit of the Banks, as amended, modified or supplemented from time to
time.
1.14 "Business Day" means any day, other than a Saturday, a Sunday or a
"legal holiday," as defined in Bankruptcy Rule 9006(a).
1.15 "Case" means the Chapter 11 case commenced by each Debtor on the
Filing Date and pending before the Bankruptcy Court.
1.16 "Cash" means currency of the United States of America and cash
equivalents, including, but not limited to, bank deposits, immediately available
or cleared checks, drafts, wire transfers and other similar forms of payment.
1.17 "Claim" means any claim against the Debtors or either of them within
the meaning of Section 101(5) of the Bankruptcy Code.
1.18 "Class" means each class of Claims or Interests established pursuant
to Article 3 of the Plan.
1.19 "Committee(s)" means the official committee or committees appointed
in the Case pursuant to Section 1102 of the Bankruptcy Code, if any.
1.20 "Confirmation Date" means the date on which the clerk of the
Bankruptcy Court enters the Confirmation Order on the docket of the Bankruptcy
Court.
1.21 "Confirmation Order" means the order entered by the Bankruptcy Court
confirming the Plan in accordance with the provisions of Chapter 11 of the
Bankruptcy Code.
1.22 "Consenting Holders" means the 9 3/4% Noteholders and the 11 1/2%
Noteholders
<PAGE> 6
party from time to time to the Forbearance and Lock-Up Agreement,
dated as of January 13, 2000, with the Debtors.
1.23 "Debtor(s)" means, individually, Holdings or DecisionOne, as the case
may be, and collectively, Holdings and DecisionOne, in their individual
corporate capacity or other capacity and in their capacity as debtor and debtor-
in-possession under Chapter 11 of the Bankruptcy Code.
1.24 "DecisionOne" means DecisionOne Corporation, a Delaware corporation.
1.25 "DIP Facility" means the debtor-in-possession credit facility to be
provided to the Debtors during the Case in the aggregate amount of $35 million
pursuant to the DIP Facility Agreement and the DIP Facility Order.
1.26 "DIP Facility Agreement" means the credit agreement, to be dated as
of, or prior to, the Filing Date, between the Debtors and Ableco, as agent for
itself and certain other lenders, to be entered into pursuant to the Commitment
Letter, dated January 11, 2000, between DecisionOne and Ableco.
1.27 "DIP Facility Claims" means the Claims arising under the DIP
Facility.
1.28 "DIP Facility Order" shall mean the interim order and the Final Order
entered by the Bankruptcy Court approving the DIP Facility Agreement and the
financing arrangements contemplated thereby.
1.29 "Disclosure Statement" means the Disclosure Statement, dated January
27, 2000, as amended, modified or supplemented from time to time, submitted
pursuant to Section 1126(b) of the Bankruptcy Code in connection with the
solicitation of acceptances of the Plan.
1.30 "Disputed Claim" means any Claim not otherwise Allowed or paid
pursuant to the Plan or an order of the Bankruptcy Court (a) which has been or
hereafter is listed on the Schedules as unliquidated, contingent or disputed,
and which has not been resolved by written agreement of the parties or an order
of the Bankruptcy Court; (b) proof of which was required to be filed by the Plan
or by order of the Bankruptcy Court but as to which a proof of claim was not
timely or properly filed; (c) proof of which was timely and properly filed and
which has been or hereafter is listed on the Schedules as unliquidated,
contingent or disputed; (d) that is disputed in accordance with the provisions
of this Plan; or (e) as to which a Debtor has interposed a timely objection or
request for estimation in accordance with the Bankruptcy Code, the Bankruptcy
Rules and any orders of the
<PAGE> 7
Bankruptcy Court, or is otherwise disputed by a Debtor in accordance with
applicable law, which objection, request for estimation or dispute has not been
withdrawn or determined by a Final Order. Any portion of a Claim which is not
disputed by the Debtors or Reorganized DecisionOne shall, for purposes of
receiving distributions under the Plan, be deemed to be an Allowed Claim.
1.31 "Distribution Agent" means the Person selected by Reorganized
DecisionOne to hold and distribute the Cash and the New Securities to be
distributed pursuant to the Plan (which Person may be Reorganized DecisionOne)
and employed on such terms as may be determined by Reorganized DecisionOne.
1.32 "Distribution Date" means the Effective Date, the ninetieth day after
the Effective Date and each January 1 and June 1 thereafter.
1.33 "Effective Date" means the first Business Day upon which the
conditions set forth in Section 13.2 of the Plan have been satisfied or waived
as provided in the Plan.
1.34 "11 1/2% Noteholder" means each Person holding, or having a
beneficial interest in, an 11 1/2% Note (including any successors, assigns or
nominees) as of the Record Date.
1.35 "11 1/2% Noteholder Claims" means all Claims of the 11 1/2%
Noteholders against Holdings arising under or evidenced by the 11 1/2% Notes or
the 11 1/2% Note Indenture and related documents.
1.36 "11 1/2% Note Indenture" means the Indenture, dated as of August 7,
1997, between Holdings as successor by merger to Quaker and the Indenture
Trustee, for the issuance of the 11 1/2% Notes, as amended, modified or
supplemented from time to time.
1.37 "11 1/2% Notes" means the 11 1/2% Notes due 2008 issued by Holdings
as successor by merger to Quaker pursuant to the 11 1/2% Note Indenture.
1.38 "Estate" means each estate created pursuant to Section 541(a) of the
Bankruptcy Code upon the commencement of each Case.
1.39 "Existing Credit Agreement" means the Credit Agreement, dated as of
August 7, 1997, between DecisionOne and the Banks, as amended, modified or
supplemented from time to time prior to the Effective Date.
1.40 "Filing Date" means the date on which each Debtor filed its petition
for relief under Chapter 11 of the Bankruptcy Code.
1.41 "Final Order" means a judgment, order, ruling or other decree issued
and
<PAGE> 8
entered by the Bankruptcy Court or by any state or other federal court or
other tribunal which judgment, order, ruling or other decree has not been
reversed, stayed, modified or amended and as to which (a) the time to appeal or
petition for review, rehearing or certiorari has expired and as to which no
appeal or petition for review, rehearing or certiorari is pending or (b) any
appeal or petition for review, rehearing or certiorari has been finally decided
and no further appeal or petition for review, rehearing or certiorari can be
taken or granted.
1.42 "14% Noteholder" means each Person holding, or having a beneficial
interest in, a 14% Note (including any successors, assigns or nominees) as of
the Record Date.
1.43 "14% Noteholder Claims" means all Claims of the 14% Noteholders
against DecisionOne arising under or evidenced by the 14% Notes or the 14% Note
Indenture and related documents.
1.44 "14% Note Indenture" means the Indenture, dated as of January 27,
1999, between DecisionOne and the Indenture Trustee, for the issuance of the 14%
Notes, as amended, modified or supplemented from time to time.
1.45 "14% Notes" means the 14% Notes due 2006 issued by DecisionOne
pursuant to the 14% Note Indenture.
1.46 "Holdings" means DecisionOne Holdings Corp., a Delaware corporation.
1.47 "Holdings Common Stock" means the issued and outstanding shares of
common stock of Holdings, par value $.01 per share.
1.48 "Holdings Guaranty and Pledge Agreement" means the Holdings Guaranty
and Pledge Agreement, dated as of August 7, 1997, between Holdings and the
Administrative Agent, for the benefit of the Banks, as amended, modified or
supplemented from time to time.
1.49 "Holdings Guaranty Claims" means the Claims of the Administrative
Agent, for the benefit of the Banks against Holdings arising under the Holdings
Guaranty and Pledge Agreement.
1.50 "Holdings Loan" means the transfer on the Pre-Effective Date by
Holdings to DecisionOne of the Cash held by Holdings (approximately $1.2
million) in exchange for a senior unsecured note issued by DecisionOne with a
term of 10 years.
<PAGE> 9
1.51 "Holdings Loan Claims" means the Claims arising under the Holdings
Loan.
1.52 "Holdings Options" means the options to purchase Holdings Common
Stock issued and outstanding under the DecisionOne Holdings Corp. 1997
Management Incentive Plan, effective August 7, 1997, as amended, modified or
supplemented from time to time.
1.53 "Holdings Stock Exchange" means the transfer to DecisionOne by
Holdings of the share of Old DecisionOne Common Stock held by Holdings in
exchange for a new share of Interim DecisionOne Common Stock. The Holdings Stock
Exchange will take place simultaneously with the making of the Holdings Loan on
the Pre-Effective Date.
1.54 "Holdings Trustee" means an entity to be designated by the Debtors,
as the trustee of the Trust, or any successor thereto.
1.55 "Holdings Warrants" means the warrants to purchase up to 281,960
shares of Holdings Common Stock (subject to adjustment) issued and outstanding
under the Warrant Agreement, dated as of August 7, 1997, between Quaker and
State Street Bank and Trust Company, as Warrant Agent.
1.56 "Indentures" means the 9 3/4% Note Indenture, the 11 1/2% Note
Indenture and the 14% Note Indenture.
1.57 "Indenture Trustee" means State Street Bank and Trust Company, as the
trustee under the Indentures, or any successor thereto.
1.58 "Interest" means an equity security of either Debtor within the
meaning of Section 101(16) of the Bankruptcy Code.
1.59 "Interim DecisionOne Common Stock" means the share of common stock of
DecisionOne that is issued in connection with the Holdings Stock Exchange and
that is outstanding immediately after the completion of the Holdings Stock
Exchange.
1.60 "Lien" has the meaning given in Section 101(37) of the Bankruptcy
Code.
1.61 "Liquidation" means the dissolution of Holdings which shall occur
immediately after the consummation of the Holdings Loan and the Holdings Stock
Exchange on the Pre-Effective Date.
1.62 "New Bank Documents" means the New Term Loan Credit Agreement, the
amended and restated Borrower Security Agreement, the amended and restated
<PAGE> 10
Subsidiary Security Agreement, the amended and restated Borrower Pledge
Agreement, the amended and restated Subsidiary Pledge Agreement, the amended and
restated Subsidiary Guaranty Agreement, and any other instruments or documents
referred to in any of the foregoing, in each case, to be entered into as of the
Effective Date by and among Reorganized DecisionOne or its subsidiaries, as the
case may be, and the Administrative Agent, for the benefit of the Banks,
substantially in the forms contained in the Plan Supplement.
1.63 "New Common Stock" means the shares of common stock, par value $.01
per share, of Reorganized DecisionOne to be issued by Reorganized DecisionOne
pursuant to the Plan and the Amended and Restated Charter.
1.64 "New Revolving Credit Agreement" means the revolving credit agreement
and related documents, to be dated as of the Effective Date, between Reorganized
DecisionOne and Ableco, as agent for itself and certain other lenders,
substantially in the forms contained in the Plan Supplement, to be entered into
pursuant to the Commitment Letter, dated January 11, 2000, between DecisionOne
and Ableco.
1.65 "New Securities" means, collectively, the New Common Stock and the
New Warrants.
1.66 "New Term Loan Credit Agreement" means the amended and restated
credit agreement to be entered into as of the Effective Date between Reorganized
DecisionOne and the Banks, substantially in the form contained in the Plan
Supplement, pursuant to which Reorganized DecisionOne shall issue term notes to
the Banks on substantially the terms summarized in the Disclosure Statement.
1.67 "New Warrant Agreements" means the Series A Warrant Agreement, the
Series B Warrant Agreement and the Series C Warrant Agreement.
1.68 "New Warrants" means the Series A Warrants, the Series B Warrants and
the Series C Warrants.
1.69 "9 3/4% Noteholder" means each Person holding, or having a beneficial
interest in, a 9 3/4% Note (including any successors, assigns or nominees) as of
the Record Date.
1.70 "9 3/4% Noteholder Claims" means all Claims of the 9 3/4% Noteholders
against DecisionOne arising under or evidenced by the 9 3/4% Notes or the 9 3/4%
Note Indenture and related documents.
<PAGE> 11
1.71 "9 3/4% Note Indenture" means the Indenture, dated as of August 7,
1997, between DecisionOne and the Indenture Trustee, for the issuance of the 9
3/4% Notes, as amended, modified or supplemented from time to time.
1.72 "9 3/4% Notes" means the 9 3/4% Notes due 2007 issued by DecisionOne
pursuant to the 9 3/4% Note Indenture.
1.73 "Old DecisionOne Common Stock" means the share of common stock of
DecisionOne, with no par value, outstanding immediately prior to the Holdings
Stock Exchange.
1.74 "Old Securities" means, collectively, the Holdings Common Stock, the
Holdings Options, the Holdings Warrants, the Old DecisionOne Common Stock, the
Interim DecisionOne Common Stock, the 9 3/4% Notes, the 11 1/2% Notes, the 14%
Notes, and any other unexercised rights, if any, to acquire shares of Holdings
Common Stock by way of option, warrant or other legal or contractual right.
1.75 "Person" means an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority, governmental unit or other
entity of whatever nature.
1.76 "Plan" means the Prepackaged Joint Consolidated Plan of
Reorganization as set forth herein, together with the Schedules and Exhibits
thereto and the Plan Supplement, as the same may be amended or modified by the
Debtors from time to time pursuant to the Plan, the Bankruptcy Code or the
Bankruptcy Rules.
1.77 "Plan Documents" means, collectively, the New Revolving Credit
Agreement, the New Bank Documents, the Bank Registration Rights Agreement, the
New Warrant Agreements, the Amended and Restated Charter and the Amended and
Restated By-Laws.
1.78 "Plan Supplement" means a separate volume, to be filed with the clerk
of the Bankruptcy Court, including, among other things, forms of the Plan
Documents. The Plan Supplement (containing drafts or final versions of the
foregoing documents) shall be filed with the clerk of the Bankruptcy Court as
early as practicable (but in no event later than five (5) days prior to the
commencement of the hearing to consider confirmation of the Plan, or on such
other date as the Bankruptcy Court may establish).
1.79 "Pre-Effective Date" means the day immediately preceding the
Effective Date.
1.80 "Priority Claim" means any Claim, other than an Administrative Claim
or a Tax Claim, to the extent entitled to priority under Section 507(a) of the
Bankruptcy Code.
<PAGE> 12
1.81 "Pro Rata" means proportionately, so that with respect to any
distribution in respect of any Allowed Claim, the ratio of (a) (i) the amount of
property distributed on account of such Allowed Claim to (ii) the amount of such
Allowed Claim, is the same as the ratio of (b) (i) the amount of property
distributed on account of all Allowed Claims of the Class or Classes sharing in
such distribution to (ii) the amount of all Allowed Claims in such Class or
Classes.
1.82 "Quaker" means Quaker Holding Co., Holdings' predecessor prior to the
consummation of the merger between Quaker and Holdings on August 7, 1997.
1.83 "Record Date" means the Confirmation Date or such other date as is
designated in the Confirmation Order.
1.84 "Releasees" means, collectively, (a) the Debtors' current and former
officers, directors, employees, consultants, financial advisors, attorneys,
accountants and other representatives who served in such capacity during the
Case or the negotiation and formulation of the Plan, (b) DLJ Merchant Banking
Partners II, L.P. and all of its affiliates, and their respective past, present
or future employees, officers, directors, partners, investors, shareholders,
agents, advisers and all of their respective affiliates and (c) the Consenting
Holders and their respective current and former officers, directors, employees,
consultants, financial advisors, attorneys, accountants and other
representatives who served in such capacity during the Case or the negotiation
and formulation of the Plan.
1.85 "Reorganized DecisionOne" means DecisionOne on and after the
Effective Date.
1.86 "Schedules" means the schedules filed by the Debtors with the clerk
of the Bankruptcy Court pursuant to Bankruptcy Rule 1007, as they have been or
may be amended from time to time.
1.87 "Secured Claim" means any Claim of any Person that is secured by a
Lien on property in which the Debtors have, or either of them or either Estate
has, an interest or that is subject to setoff under Section 553 of the
Bankruptcy Code, to the extent of the value of such Person's interest in the
Debtors', either Debtor's or either Estate's interest in the property,
determined pursuant to Section 506(a) of the Bankruptcy Code.
1.88 "Senior Secured Bank Claims" means all Claims of the Banks arising
under the Existing Credit Agreement, the Borrower Security Agreement and the
Borrower Pledge Agreement, including, without limitation, any Claim of the Banks
arising under any cash
<PAGE> 13
collateral stipulation or order pursuant to Section 363 or 364 of the Bankruptcy
Code.
1.89 "Series A Warrant Agreement" means the Warrant Agreement, dated as of
the Effective Date, between Reorganized DecisionOne and a financial institution
reasonably acceptable to the Debtors, as warrant agent, relating to the Series A
Warrants, substantially in the form contained in the Plan Supplement.
1.90 "Series A Warrants" means the warrants to purchase 7% of the shares
of New Common Stock, on a fully diluted basis (taking into account upon the
exercise of any Series B Warrant or of any option or similar right issued under
any management compensation plan adopted by Reorganized DecisionOne on or after
the Effective Date, but not any Series C Warrant, all shares of New Common Stock
issued in connection with such exercise), at an exercise price based upon an
enterprise valuation of $350 million, and with a seven (7) year term, to be
issued by Reorganized DecisionOne pursuant to the Plan and the Series A Warrant
Agreement.
1.91 "Series B Warrant Agreement" means the Warrant Agreement, dated as of
the Effective Date, between Reorganized DecisionOne and a financial institution
reasonably acceptable to the Debtors, as warrant agent, relating to the Series B
Warrants, substantially in the form contained in the Plan Supplement.
1.92 "Series B Warrants" means the warrants to purchase 5% of the shares
of New Common Stock, on an undiluted basis, at an exercise price based upon an
equity valuation of $200 million, and with a seven (7) year term, to be issued
by Reorganized DecisionOne pursuant to the Plan and the Series B Warrant
Agreement.
1.93 "Series C Warrant Agreement" means the Warrant Agreement, dated as of
the Effective Date, between Reorganized DecisionOne and a financial institution
reasonably acceptable to the Debtors, as warrant agent, relating to the Series C
Warrants, substantially in the form contained in the Plan Supplement.
1.94 "Series C Warrants" means the warrants to purchase 5% of the shares
of New Common Stock, on an undiluted basis, at an exercise price based upon an
equity valuation of $280 million, and with a seven (7) year term, to be issued
by Reorganized DecisionOne pursuant to the Plan and the Series C Warrant
Agreement.
1.95 "Tax" means any tax, charge, fee, levy, impost or other assessment by
any federal, state, local or foreign taxing authority, including, without
limitation, income, excise, property, sales, transfer, employment, payroll,
franchise, profits, license, use, ad valorem, estimated, severance, stamp,
occupation and withholding tax. "Tax" shall include any interest or additions
attributable to, imposed on or with respect to such
<PAGE> 14
assessments.
1.96 "Tax Claim" means any Claim for any Tax to the extent that it is
entitled to priority in payment under Section 507(a)(8) of the Bankruptcy Code.
1.97 "Trust" means the trust created for the benefit of the Persons
holding the Holdings Guaranty Claims, the 11 1/2% Noteholder Claims and the
Holdings General Unsecured Claims on the Record Date and solely for the purpose
of (a) holding the Holdings Loan following the Liquidation and pending
consummation of the Plan on the Effective Date and (b) delivering the New Common
Stock distributed in respect of the Holdings Loan under the Plan to such
Persons.
1.98 "Unclaimed Property" means all Cash and all New Securities deemed to
be "Unclaimed Property" pursuant to Sections 9.3, 9.4.1 and 9.7 of the Plan.
ARTICLE 2
DIP FACILITY, ADMINISTRATIVE AND TAX CLAIMS
2.1 DIP Facility Claims. Each Person holding a DIP Facility Claim that is
an Allowed Claim shall receive on the later of (a) the Effective Date and (b)
the date such DIP Facility Claim becomes payable pursuant to any agreement
between the Debtors and such Person, either (i) Cash equal to the unpaid portion
of such DIP Facility Claim or (ii) such other treatment as to which the Debtors
and such Person shall have agreed upon in writing. Any dispute as to any DIP
Facility Claim shall be resolved by the Bankruptcy Court in accordance with the
Bankruptcy Code and the Bankruptcy Rules, after notice and a hearing.
Notwithstanding any other provisions of the Plan, the Plan shall not
modify any of the rights of the Persons holding DIP Facility Claims, including,
without limitation, such Persons' rights in any collateral securing the DIP
Facility Claims, and the Liens securing such DIP Facility Claims shall remain in
full force and effect until all of the DIP Facility Claims are paid in full.
2.2 Administrative Claims. Each Person holding an Administrative Claim
that is an Allowed Claim shall be paid by Reorganized DecisionOne in respect of
such Claim, in Cash, in full on the later of (a) the Effective Date and (b) the
date such Administrative Claim becomes an Allowed Claim; provided, however, that
(i) such Person may be treated on such less favorable terms as may be agreed to
by such Person, and (ii) Administrative Claims representing liabilities incurred
by the Debtors in the ordinary
<PAGE> 15
course of their business during the Case shall be paid by Reorganized
DecisionOne in accordance with the terms and conditions of the particular
transactions and agreements relating thereto.
2.3 Tax Claims. Each Person holding a Tax Claim that is an Allowed Claim
shall be paid by Reorganized DecisionOne, in Cash, in full on the later of (a)
the Effective Date and (b) the date such Tax Claim becomes an Allowed Claim or,
at the option of Reorganized DecisionOne, shall receive, on account of such
Claim, Cash payments over a period not exceeding six (6) years after the date of
assessment of such Claim, of a value, as of the Effective Date, equal to the
amount of such Allowed Claim, or shall be paid on account of its Allowed Claim
on such other terms as have been or may be agreed to by such Person and
Reorganized DecisionOne.
ARTICLE 3
CLASSIFICATION OF CLAIMS AND INTERESTS
3.1 Class J1 - Priority Claims. Class J1 consists of all Priority Claims.
3.2 Class H1 - Holdings Guaranty Claims. Class H1 consists of all Holdings
Guaranty Claims. Notwithstanding anything contained in the Plan to the contrary,
the Holdings Guaranty Claims shall be deemed Allowed Class H1 Claims in the
aggregate amount of (a) $523,087,500 plus interest accrued but unpaid through
the Filing Date and (b) the face amount of all letters of credit issued and
outstanding under the Existing Credit Agreement as of the Filing Date.
3.3 Class H2 - 11 1/2% Noteholder Claims. Class H2 consists of all 11 1/2%
Noteholder Claims. Notwithstanding anything contained in the Plan to the
contrary, the 11 1/2% Noteholder Claims shall be deemed Allowed Class H2 Claims
in the aggregate amount of the Accreted Value (as defined in the 11 1/2% Note
Indenture) as of the Filing Date.
3.4 Class H3 - Holdings General Unsecured Claims. Class H3 consists of all
unsecured Claims against Holdings other than Administrative and Tax Claims and
Claims in Classes J1, H1, H2 and H4.
3.5 Class H4 - Holdings Intercompany Claims. Class H4 consists of all
Claims of DecisionOne or any of its subsidiaries against Holdings.
<PAGE> 16
3.6 Class H5 - Interests of Holders of Holdings Common Stock. Class H5
consists of all Interests of Persons holding shares of Holdings Common Stock.
3.7 Class H6 - Interests of Holders of Holdings Options and Holdings
Warrants. Class H6 consists of all Interests of Persons holding Holdings Options
or Holdings Warrants.
3.8 Class D1 - Senior Secured Bank Claims. Class D1 consists of all Senior
Secured Bank Claims. Notwithstanding anything contained in the Plan to the
contrary, the Senior Secured Bank Claims shall be deemed Allowed Class D1 Claims
in the aggregate amount of (a) $523,087,500 plus interest accrued but unpaid
through the Filing Date and (b) the face amount of all letters of credit issued
and outstanding under the Existing Credit Agreement as of the Filing Date.
3.9 Class D2 - Other Secured Claims. Class D2 consists of all Secured
Claims against DecisionOne other than the Senior Secured Bank Claims.
3.10 Class D3 - DecisionOne General Unsecured Claims. Class D3 consists of
all unsecured Claims against DecisionOne other than Administrative and Tax
Claims and Claims in Classes J1, D1, D4, D5, D6 and D7.
3.11 Class D4 - Holdings Loan Claims. Class D4 consists of all Holdings
Loan Claims.
3.12 Class D5 - 14% Noteholder Claims. Class D5 consists of all 14%
Noteholder Claims. Notwithstanding anything contained in the Plan to the
contrary, the 14% Noteholder Claims shall be deemed Allowed Class D5 Claims in
the aggregate amount of $7.3 million plus interest accrued but unpaid through
the Filing Date.
3.13 Class D6 - 9 3/4% Noteholder Claims. Class D6 consists of all 9 3/4%
Noteholder Claims. Notwithstanding anything contained in the Plan to the
contrary, the 9 3/4% Noteholder Claims shall be deemed Allowed Class D6 Claims
in the aggregate amount of $150 million plus interest accrued but unpaid through
the Filing Date.
3.14 Class D7 - DecisionOne Intercompany Claims. Class D7 consists of all
Claims of Holdings or any of DecisionOne's subsidiaries against DecisionOne.
3.15 Class D8 - Interests of Holders of Old DecisionOne Common Stock.
Class D8 consists of all Interests of Persons holding the share of Old
DecisionOne Common Stock.
ARTICLE 4
<PAGE> 17
IDENTIFICATION OF IMPAIRED CLAIMS AND INTERESTS
4.1 Classes of Claims that are not Impaired. Classes J1, D2 and D3 are not
impaired under the Plan.
4.2 Impaired Classes of Claims and Interests. All other Classes of Claims
and Interests are impaired under the Plan.
ARTICLE 5
TREATMENT OF CLAIMS AND INTERESTS
In full satisfaction and discharge of all of the Claims against or
Interests in the Debtors:
5.1 Class J1 - Priority Claims. Each Person holding an Allowed Claim in
Class J1 shall be paid (a) the full amount of such Allowed Claim in Cash on the
later of (i) the Effective Date, (ii) the date such Claim becomes an Allowed
Claim or (iii) the date such Claim becomes payable, or (b) upon such other less
favorable terms as may be agreed to by such Person.
5.2 Class H1 - Holdings Guaranty Claims. On the Pre-Effective Date, the
Holdings Stock Exchange will occur. The Old DecisionOne Common Stock will be
canceled, and the Interim DecisionOne Common Stock will be transferred to the
Administrative Agent, to be held for the benefit of all Persons holding Allowed
Claims in Class H1. In addition, on the Pre-Effective Date, the Holdings Loan
will occur. The note issued by DecisionOne in connection with the Holdings Loan
will be transferred to the Trust, to be held for the benefit of Persons holding
Allowed Claims in Classes H1, H2 and H3. Each Person holding an Allowed Claim in
Class H1 shall have a beneficial interest in the Holdings Loan equal to that
Person's Pro Rata share of all Allowed Claims in Classes H1, H2 and H3. On the
Effective Date, the Interim DecisionOne Common Stock will be canceled pursuant
to the terms of Section 5.15 of the Plan, and Reorganized DecisionOne will issue
New Common Stock in satisfaction of the Holdings Loan pursuant to the terms of
Section 5.11 of the Plan. Such New Common Stock will thereafter be distributed
Pro Rata from the Trust to Persons holding Allowed Claims in Classes H1, H2 and
H3. Pursuant to Section 1111(b) of the Bankruptcy Code, each Person holding an
Allowed Claim in Class H1 will be treated as if such Person had recourse against
Holdings on account of such Claim.
<PAGE> 18
5.3 Class H2 - 11 1/2% Noteholder Claims. On the Pre-Effective Date, the
Holdings Loan will occur. The note issued by DecisionOne in connection with the
Holdings Loan will be transferred to the Trust, to be held for the benefit of
Persons holding Allowed Claims in Classes H1, H2 and H3. Each Person holding an
Allowed Claim in Class H2 shall have a beneficial interest in the Holdings Loan
equal to that Person's Pro Rata share of all Allowed Claims in Classes H1, H2
and H3. On the Effective Date, Reorganized DecisionOne will issue New Common
Stock in repayment of the Holdings Loan pursuant to the terms of Section 5.11 of
the Plan. Such New Common Stock will thereafter be distributed Pro Rata from the
Trust to Persons holding Allowed Claims in Classes H1, H2 and H3.
5.4 Class H3 - Holdings General Unsecured Claims. On the Pre-Effective
Date, the Holdings Loan will occur. The note issued by DecisionOne in connection
with the Holdings Loan will be transferred to the Trust to be held for the
benefit of Persons holding Allowed Claims in Classes H1, H2 and H3. Each Person
holding an Allowed Claim in Class H3 shall have a beneficial interest in the
Holdings Loan equal to that Person's Pro Rata share of all Allowed Claims in
Classes H1, H2 and H3. On the Effective Date, Reorganized DecisionOne will issue
New Common Stock in repayment of the Holdings Loan pursuant to the terms of
Section 5.11 of the Plan. Such New Common Stock will thereafter be distributed
Pro Rata from the Trust to Persons holding Allowed Claims in Classes H1, H2 and
H3.
5.5 Class H4 - Holdings Intercompany Claims. On the Pre-Effective Date,
each Allowed Claim in Class H4 shall be canceled, and each Person holding an
Allowed Claim in Class H4 shall not be entitled to, and shall not, receive or
retain any property or interest in property on account of such Class H4 Claim.
5.6 Class H5 - Interests of Holders of Holdings Common Stock. On the
Pre-Effective Date, the Holdings Common Stock shall be canceled, and each Person
holding an Interest in Class H5 shall not be entitled to, and shall not, receive
or retain any property or interest in property on account of such Class H5
Interest.
5.7 Class H6 - Interests of Holders of Holdings Options and Holdings
Warrants. On the Pre-Effective Date, the Holdings Options and the Holdings
Warrants shall be canceled, and each Person holding an Interest in Class H6
shall not be entitled to, and shall not, receive or retain any property or
interest in property on account of such Class H6 Interest.
5.8 Class D1 - Senior Secured Bank Claims. On the Effective Date, or as
soon as practicable thereafter, each Person holding an Allowed Claim in Class D1
shall receive its
<PAGE> 19
Pro Rata share of (a) term notes in the aggregate principal amount of $250
million to be issued under the New Term Loan Credit Agreement and (b) all the
shares of New Common Stock issued on the Effective Date, except for the shares
of New Common Stock to be distributed to (i) the Holdings Trustee pursuant to
the terms of Section 5.11 of the Plan for further distribution to the Persons
holding Allowed Claims in Classes H1, H2 and H3 and (ii) the 9 3/4% Noteholders
pursuant to the terms of Section 5.13 of the Plan. In addition, on the Effective
Date, the Agent (as such term is defined in the New Term Loan Credit Agreement)
or its designee(s) and the Persons holding Allowed Claims in Class D1 shall
receive all amounts required to be paid to the Agent and such Persons, as the
case may be, in respect of costs and expenses pursuant to the New Term Loan
Credit Agreement.
5.9 Class D2 - Other Secured Claims. On the Effective Date, with respect
to each Allowed Claim in Class D2, at the option of the Debtors, (a) the Plan
shall (i) not alter the legal, equitable or contractual rights to which such
Claim entitles the holder thereof or (ii) otherwise render such Claim unimpaired
pursuant to Section 1124 of the Bankruptcy Code, or (b) the Person holding such
Claim shall be accorded such other less favorable treatment as may be agreed to
by such Person. The Plan does not alter the rights of any Person holding an
Allowed Claim in Class D2 in any collateral securing such Allowed Claim as of
the Filing Date and the Liens securing each such Allowed Claim are hereby
ratified and affirmed.
5.10 Class D3 - DecisionOne General Unsecured Claims. Unless otherwise
agreed by any Person holding an Allowed Claim in Class D3, at the option of the
Debtors, each Allowed Claim in Class D3 shall be (a) unaltered as to its legal,
equitable and contractual rights or (b) otherwise rendered unimpaired pursuant
to Section 1124 of the Bankruptcy Code.
5.11 Class D4 - Holdings Loan Claims. On the Effective Date, or as soon as
practicable thereafter, Reorganized DecisionOne will transfer shares of New
Common Stock with a value equal to the amount of the Holdings Loan to the Trust
in full satisfaction of the Holdings Loan Claims.
5.12 Class D5 - 14% Noteholder Claims. On the Effective Date, or as soon
as practicable thereafter, each Person holding an Allowed Claim in Class D5
shall receive its Pro Rata share of (a) 60% of the Series A Warrants (which
shall entitle all Persons holding Allowed Claims in Class D5 to purchase in the
aggregate 4.2% of the New Common Stock on a fully diluted basis (taking into
account upon the exercise of any Series B Warrant or of any option or similar
right issued under any management compensation plan adopted by Reorganized
DecisionOne on or after the Effective Date, but not any Series C Warrant, all
shares of New Common Stock issued in connection with
<PAGE> 20
such exercise)) and (b) 40% of the Series C Warrants (which shall entitle all
Persons holding Allowed Claims in Class D5 to purchase in the aggregate 2% of
the New Common Stock on an undiluted basis).
5.13 Class D6 - 9 3/4% Noteholder Claims. On the Effective Date, or as
soon as practicable thereafter, each Person holding an Allowed Claim in Class D6
shall receive its Pro Rata share (reduced in the case of the distributions
described in clauses (b), (c) and (d) as provided in the proviso to this Section
5.13) of (a) 5% of the New Common Stock issued on the Effective Date, (b) 40% of
the Series A Warrants (which shall entitle all Persons holding Allowed Claims in
Class D6 to purchase in the aggregate 2.8% of the New Common Stock on a fully
diluted basis (taking into account upon the exercise of any Series B Warrant or
of any option or similar right issued under any management compensation plan
adopted by Reorganized DecisionOne on or after the Effective Date, but not any
Series C Warrant, all shares of New Common Stock issued in connection with such
exercise)), (c) 100% of the Series B Warrants (which shall entitle all Persons
holding Allowed Claims in Class D6 to purchase in the aggregate 5% of the New
Common Stock on an undiluted basis) and (d) 60% of the Series C Warrants (which
shall entitle all Persons holding Allowed Claims in Class D6 to purchase in the
aggregate 3% of the New Common Stock on an undiluted basis); provided, however,
that pursuant to an agreement between Chanin and Company LLC and the Consenting
Holders, on the Effective Date, Reorganized DecisionOne shall deliver 2.5% of
the distribution of Series A Warrants described in clause (b) of this Section
5.13, 3.9% of the distribution of Series B Warrants described in clause (c) of
this Section 5.13 and 5.0% of the distribution of Series C Warrants described in
clause (d) of this Section 5.13 to Chanin and Company LLC in consideration for
its services to the Consenting Holders in connection with the negotiation of the
Plan.
5.14 Class D7 - DecisionOne Intercompany Claims. On the Effective Date,
each Allowed Claim in Class D7 shall be canceled, and each Person holding an
Allowed Claim in Class D7 shall not be entitled to, and shall not, receive or
retain any property or interest in property on account of such Class D7 Claim.
5.15 Class D8 - Interests of Holders of Old DecisionOne Common Stock. On
the Pre-Effective Date, the Holdings Stock Exchange will occur. The Old
DecisionOne Common Stock will be canceled, and the Interim DecisionOne Common
Stock will be transferred to the Administrative Agent, to be held for the
benefit of all Persons holding Allowed Claims in Class H1. On the Effective
Date, the Interim DecisionOne Common Stock shall be canceled, and each Person
holding an Interest in Class D8 shall not be entitled to, and shall not, receive
or retain any property or interest in property on account of such Class D8
Interest.
<PAGE> 21
ARTICLE 6
ACCEPTANCE OR REJECTION OF PLAN
6.1 Classes Entitled to Vote. Classes H1, D1 and D5 shall be entitled to
vote to accept or reject the Plan. Classes J1, D2 and D3 are conclusively
presumed pursuant to Section 1126(f) of the Bankruptcy Code to have accepted the
Plan and therefore shall not be entitled to vote to accept or reject the Plan.
Classes H2, H3, H4, H5, H6, D4, D6, D7 and D8 are conclusively presumed pursuant
to Section 1126(g) of the Bankruptcy Code to have rejected the Plan and
therefore shall not be entitled to vote to accept or reject the Plan.
6.2 Nonconsensual Confirmation. The Debtors will request the Bankruptcy
Court to confirm the Plan in accordance with Section 1129(b) of the Bankruptcy
Code without acceptance by Classes H2, H3, H4, H5, H6, D4, D6, D7 and D8. In the
event that any other Class of Claims fails to accept the Plan as required by
Section 1129(a) of the Bankruptcy Code, the Plan may be amended in accordance
with Section 15.1 of the Plan.
ARTICLE 7
MEANS OF EXECUTION OF PLAN
7.1 Holdings Loan and Holdings Stock Exchange. On the Pre-Effective Date,
the Holdings Stock Exchange will occur. The Old DecisionOne Common Stock will be
canceled, and the Interim DecisionOne Common Stock will be transferred to the
Administrative Agent, to be held for the benefit of all Persons holding Allowed
Claims in Class H1. In addition, on the Pre-Effective Date, the Holdings Loan
will occur. The note issued by DecisionOne in connection with the Holdings Loan
will be transferred to the Trust, to be held for the benefit of all Persons
holding Allowed Claims in Classes H1, H2 and H3. The Liquidation will occur upon
completion of the Holdings Stock Exchange and the Holdings Loan. The Holdings
Loan, the Holdings Stock Exchange and the Liquidation shall be deemed authorized
and approved in all respects without any requirement of further action by the
shareholders or directors of Holdings or the shareholders or directors of
DecisionOne, and the appropriate officers of Holdings and DecisionOne are
authorized and directed to execute and deliver any agreements, documents and
instruments contemplated by the Plan or required in connection with the Holdings
Stock Exchange, the Holdings Loan and the Liquidation.
7.2 Effectiveness of Agreements. On the Effective Date, Reorganized
DecisionOne
<PAGE> 22
shall enter into the following agreements and such agreements shall become
effective: (a) the New Bank Documents, (b) the New Warrant Agreements, (c) the
Bank Registration Rights Agreement and (d) the New Revolving Credit Agreement.
7.3 Issuance of New Securities. Reorganized DecisionOne shall be deemed to
have authorized and, on the Effective Date, shall issue the New Securities.
7.4 Amended and Restated Charter. On the Effective Date, the Amended and
Restated Charter shall be filed with the Secretary of State of the State of
Delaware.
7.5 Management/Board of Directors. Prior to the confirmation of the Plan,
in accordance with Section 1129(a)(5) of the Bankruptcy Code, the Debtors shall
disclose (a) the identity and affiliations of any individual proposed to serve,
after the Effective Date, as a director or officer of Reorganized DecisionOne,
and (b) the identity of any "insider" (as such term is defined in Section
101(31) of the Bankruptcy Code) who shall be employed and retained by
Reorganized DecisionOne and the nature of any compensation for such insider. The
Board of Directors of Reorganized DecisionOne shall consist initially of five
(5) members, all of whom will be designated by the Banks. The officers of
DecisionOne immediately before the Confirmation Date shall continue to serve
immediately after the Confirmation Date in their respective capacities.
7.6 Corporate Actions. On the Effective Date, all actions contemplated by
the Plan shall be deemed authorized and approved in all respects (subject to the
provisions of the Plan), including, without limitation, the following: (a) the
adoption and the filing with the Secretary of State of the State of Delaware of
the Amended and Restated Charter; (b) the adoption of the Amended and Restated
ByLaws; (c) the issuance by Reorganized DecisionOne of the New Securities; (d)
the cancellation of the Old Securities; (e) the cancellation of the intercompany
notes and other instruments evidencing an Allowed Claim in Classes H4 and D7;
(f) the execution and the delivery of, and the performance under, each of the
Plan Documents and all documents and agreements contemplated by or relating to
any of the foregoing; and (g) the removal of all members of the Debtors'
respective Boards of Directors and the election of all members of the Board of
Directors of Reorganized DecisionOne designated pursuant to Section 7.5 of the
Plan. All matters provided for under the Plan involving the corporate structure
of the Debtors or Reorganized DecisionOne and any corporate action required by
the Debtors or Reorganized DecisionOne in connection with the Plan shall be
deemed to have occurred and shall be in effect pursuant to the Bankruptcy Code,
without any requirement of further action by the shareholders or the directors
of the Debtors or Reorganized DecisionOne. On the Effective Date, the
appropriate officers of Reorganized DecisionOne are authorized and directed to
execute and to deliver the Plan Documents
<PAGE> 23
and any other agreements, documents and instruments contemplated by the Plan or
the Plan Documents in the name and on behalf of Reorganized DecisionOne.
ARTICLE 8
EXECUTORY CONTRACTS AND UNEXPIRED LEASES
8.1 Assumption of Executory Contracts and Unexpired Leases.
8.1.1 Assumption. All executory contracts and unexpired leases shall
be deemed assumed by Reorganized DecisionOne on the Effective Date unless such
contracts or leases were either (a) expressly rejected prior to the Confirmation
Date or (b) are the subject of a pending motion by the Debtors to reject on the
Confirmation Date.
Notwithstanding anything to the contrary contained herein, on the
Effective Date, (a) DecisionOne shall be deemed to have assumed, pursuant to
Section 365 or 1123 of the Bankruptcy Code, the Debtors' agreements with Pryor
Cashman Sherman & Flynn LLP and Chanin and Company LLC providing for the payment
by the Debtors of certain professional fees incurred by the Consenting Holders
in connection with the negotiation of the Plan and (b) DecisionOne shall be
deemed to have rejected the consulting agreement, dated as of August 7, 1997,
between Holdings and Donaldson, Lufkin & Jenrette Securities Corporation and no
further amounts shall be due with respect to the advisory fee payable to
Donaldson, Lufkin & Jenrette Securities Corporation thereunder.
8.1.2 Cure Payments, Etc. All cure payments which may be required
under Section 365(b)(1) of the Bankruptcy Code in connection with such
assumption shall be made on the Effective Date, provided, however, that, in the
event of a dispute concerning (a) the amount of any cure payment, (b) the
ability of the Debtors to provide "adequate assurance of future performance"
(within the meaning of Section 365 of the Bankruptcy Code) under the executory
contract or the unexpired lease to be assumed or (c) any other matter pertaining
to the assumption of an executory contract or an unexpired lease, the Debtors
shall make such cure payment or provide such assurance, as required, in
accordance with Final Orders of the Bankruptcy Court.
8.2 Rejection. An Allowed Claim under an executory contract or an
unexpired lease that has been rejected, if any, shall constitute a Class D2
Claim, if secured, or a Class D3 Claim, if unsecured.
8.3 Indemnification Obligations. The obligations of DecisionOne to
indemnify, reimburse and limit the liability of, the Persons who are serving or
who have served as
<PAGE> 24
directors or officers of either Debtor pursuant to its certificate of
incorporation, by-laws, applicable state law, specific agreements or any
combination of the foregoing, shall survive the confirmation of the Plan, remain
unaffected thereby and not be discharged, irrespective of whether
indemnification, reimbursement or limitation of liability is owed in connection
with an event occurring before, on or after the Filing Date.
ARTICLE 9
DISTRIBUTIONS
9.1 Distributions to Distribution Agent. On the Effective Date,
Reorganized DecisionOne shall transmit or cause to be transmitted to the
Distribution Agent sufficient Cash and New Securities to make the distributions
to the holders of Allowed Claims required by the Plan to be made on
the Effective Date.
9.2 Distributions.
9.2.1 Distribution Agent. The Distribution Agent shall be responsible
for making all of the distributions required to be made by Reorganized
DecisionOne under the Plan. All costs and expenses in connection with such
distributions, including, without limitation, the fees and expenses, if any, of
the Distribution Agent, shall be borne by Reorganized DecisionOne.
The Distribution Agent shall have the right to employ one or more
sub-agents on such terms and conditions as the Distribution Agent and such
sub-agent(s) shall agree, subject to approval of Reorganized DecisionOne, which
approval shall not be unreasonably withheld.
Reorganized DecisionOne, when acting as the Distribution Agent, shall not
be required to provide any bond in connection with the making of any
distributions pursuant to the Plan. However, if the Distribution Agent is any
Person other than Reorganized DecisionOne, such Person shall be required to
provide such bond on terms and in an amount to be approved by the Bankruptcy
Court.
9.2.2 Dates of Distributions. The Distribution Agent shall make each
required distribution by the date stated in the Plan with respect to such
distribution. Any distribution required to be made on the Effective Date shall
be deemed to be made on such date if made as soon as practicable after such date
and, in any event, within thirty (30) days after such date. Any distribution
required to be made on the date on which a Claim becomes an Allowed Claim shall
be deemed to be made on such date if made on
<PAGE> 25
the nearest Distribution Date occurring after such date.
9.2.3 Distributions to 9 3/4% Noteholders, 14% Noteholders and
Beneficiaries of Trust. For the purpose of distributions to the 14% Noteholders,
the 9 3/4% Noteholders and the beneficiaries of the Trust, the Indenture Trustee
shall be deemed to be the sole holder of all Allowed Claims in Classes D5 and D6
and the Holdings Trustee shall be deemed to be the sole holder of all Allowed
Claims in Class D4. Accordingly, all distributions of New Common Stock and New
Warrants on account of such Allowed Claims shall be distributed by Reorganized
DecisionOne to the Indenture Trustee and the Holdings Trustee for further
distribution to the 14% Noteholders, the 9 3/4% Noteholders and the
beneficiaries of the Trust, respectively, pursuant to the terms hereof.
9.2.4 Manner of Payment. At the option of the Distribution Agent,
distributions may be made in cash, by wire transfer or by a check drawn on a
domestic bank. Distribution of New Securities shall be made by the issuance and
delivery of such New Securities.
9.3 Undeliverable Distributions. If a distribution is returned to the
Distribution Agent as undeliverable, the Distribution Agent shall hold such
distribution and shall not be required to take any further action with respect
to the delivery of the distribution unless and until the Distribution Agent is
notified in writing of the then current address of the Person entitled to
receive the distribution. Unless and until the Distribution Agent is so
notified, such distribution shall be deemed to be "Unclaimed Property" and shall
be dealt with in accordance with Section 9.7 of the Plan.
The Distribution Agent shall not be entitled to vote any New Securities
which the Distribution Agent holds as undeliverable.
9.4 Old Securities and Indentures.
9.4.1 Surrender and Cancellation of Instruments. As a condition to
receiving any distribution pursuant to the Plan, each Person holding an
instrument evidencing an Old Security must (a) surrender such instrument to the
Distribution Agent (or to the Indenture Trustee in the case of a Person
holding, or having a beneficial interest in, a 9 3/4% Note or a 14% Note, or to
the Holdings Trustee in the case of a Person holding an Allowed Claim in Class
D4), or (b) in the event that any such instrument is lost, stolen, mutilated
or destroyed, deliver to the Distribution Agent (or the Indenture Trustee or the
Holdings Trustee) evidence reasonably satisfactory to the Distribution Agent (or
the Indenture Trustee or the Holdings Trustee) and Reorganized DecisionOne of
the loss, theft, mutilation or destruction of such instrument and, if desirable
in the reasonable judgment of Reorganized DecisionOne, a surety bond, the amount
and form of which
<PAGE> 26
shall be reasonably satisfactory to the Distribution Agent (or the Indenture
Trustee or the Holdings Trustee) and Reorganized DecisionOne, from a surety
company reasonably satisfactory to the Distribution Agent (or the Indenture
Trustee or the Holdings Trustee) and Reorganized DecisionOne. In accordance with
the provisions of Section 1143 of the Bankruptcy Code, any Person holding a
Claim evidenced by an instrument that fails to surrender such instrument within
two (2) years from the Confirmation Date shall be deemed to have forfeited all
rights, claims and interests and shall not participate in any distribution under
the Plan. The distributions otherwise distributable to such Person shall be
deemed to be "Unclaimed Property" and shall be dealt with in accordance with
Section 9.7 of the Plan.
9.4.2 Rights of Persons Holding Old Securities. As of the Effective
Date, (a) all Old Securities shall be deemed automatically canceled and deemed
void and of no further force or effect, without any further action on the part
of any Person, and (b) the Debtors' obligations under such Old Securities shall
be deemed discharged. Until the Persons holding, or having a beneficial interest
in, the Old Securities as of the Record Date or their lawful successors and
assigns surrender the instruments which had previously evidenced the Old
Securities, or otherwise comply with Section 9.4.1 of the Plan, such Persons
shall have no rights (and such instruments shall evidence no rights) except to
surrender such instruments, or otherwise comply with such Section, and to
receive in exchange therefor the distributions to which such Persons are
entitled pursuant to the provisions of Article 5 of the Plan.
9.4.3 Cancellation of Indentures. On the Effective Date, the
Indentures shall be deemed canceled, discharged, terminated and of no further
force and effect. Notwithstanding the foregoing, such cancellation of the
Indentures shall not impair (a) the rights of any Person holding a 9 3/4%
Noteholder Claim, a 11 1/2% Noteholder Claim or a 14% Noteholder Claim to
receive distributions on account of such Claims pursuant to the terms of the
Plan or (b) the rights of the Indenture Trustee to indemnification under the 9
3/4% Note Indenture, the 11 1/2% Note Indenture or the 14% Note Indenture
against expenses incurred in connection with the administration of its duties
under the 9 3/4% Note Indenture, the 11 1/2% Note Indenture or the 14% Note
Indenture, as applicable, to the extent of any Lien on any money or property
held or collected by such Indenture Trustee securing such indemnity.
9.4.4 Cancellation of Liens. Except as otherwise provided in the
Plan, on the Effective Date, any Lien securing any Secured Claim shall be deemed
released, and the Person holding such Secured Claim shall be authorized and
directed to release any collateral or other property of the Debtors (including
without limitation, any cash collateral) held by such Person and to take such
actions as may be requested by
<PAGE> 27
Reorganized DecisionOne to evidence the release of such Lien, including, without
limitation, the execution, delivery and filing or recording of such releases as
may be requested by Reorganized DecisionOne.
9.5 Fractional Securities and Rounding of Payments. No fractional shares
of New Common Stock shall be issued under the Plan. Each Person otherwise
entitled to receive, directly or through the Trust, an amount of the New Common
Stock that includes fractional amounts shall receive one whole share in lieu of
the fractional amount.
No New Warrants to purchase fractional shares of New Common Stock shall be
issued under the Plan. Each Person otherwise entitled to a New Warrant that
includes fractional amounts of New Common Stock shall receive a New Warrant that
has been rounded down to the next whole number of shares (if such fraction is
less than one-half) or rounded up to the next whole number of shares (if such
fraction is equal to, or greater than, one-half).
Whenever payment of a fraction of a cent would otherwise be called for,
the actual payment shall reflect a rounding of such fraction down to the nearest
whole cent. To the extent Cash remains undistributed as a result of the rounding
of such fraction to the nearest whole cent, such Cash shall be treated as
"Unclaimed Property" under Section 9.7 of the Plan.
9.6 Compliance with Tax Requirements. Reorganized DecisionOne shall comply
with all withholding and reporting requirements imposed by federal, state or
local taxing authorities in connection with making distributions pursuant to the
Plan.
In connection with each distribution with respect to which the filing of
an information return (such as an Internal Revenue Service Form 1099 or 1042) or
withholding is required, Reorganized DecisionOne shall file such information
return with the Internal Revenue Service and provide any required statements in
connection therewith to the recipients of such distribution, or effect any such
withholding and deposit all moneys so withheld to the extent required by law.
With respect to any Person from whom a tax identification number, certified tax
identification number or other tax information required by law to avoid
withholding has not been received by Reorganized DecisionOne (or the
Distribution Agent), Reorganized DecisionOne may, at its sole option, withhold
the amount required and distribute the balance to such Person or decline to make
such distribution until the information is received; provided, however,
Reorganized DecisionOne shall not be obligated to liquidate New Securities to
perform such withholding.
9.7 Distribution of Unclaimed Property. If any Person entitled to receive
Cash or
<PAGE> 28
New Securities pursuant to the Plan does not present itself on the Effective
Date or on such other date on which such Person becomes eligible for
distribution of such Cash or New Securities, such Cash or New Securities shall
be deemed to be "Unclaimed Property." Nothing contained in the Plan shall
require Reorganized DecisionOne (or the Distribution Agent, the Indenture
Trustee or the Holdings Trustee) to attempt to locate such Person. The Unclaimed
Property shall be set aside and (in the case of Cash) held in a segregated
interest-bearing account to be maintained by the Distribution Agent.
If such Person presents itself within two (2) years following the
Confirmation Date, the Unclaimed Property distributable to such Person, together
with any interest or dividends earned thereon, shall be paid or distributed to
such Person on the next Distribution Date. If such Person does not present
itself within two (2) years following the Confirmation Date, any such Unclaimed
Property and accrued interest or dividends earned thereon shall become the
property of, and shall be released to, Reorganized DecisionOne; provided,
however, that if such Unclaimed Property consists of shares of New Common Stock
or New Warrants set aside for any Persons holding Class H1, H2, H3, D1, D4, D5
or D6 Claims, such shares of New Common Stock or New Warrants (together with any
dividends earned thereon) shall become the property of and be distributed to the
other Persons holding Class H1, H2, H3, D1, D4, D5 or D6 Claims, as the case may
be, in accordance with Sections 5.2, 5.3, 5.4, 5.8, 5.11, 5.12 or 5.13 of the
Plan, as applicable.
9.8 Setoff. Reorganized DecisionOne may, but is not required to, set off
against any Claim and the distribution to be made pursuant to the Plan in
respect of such Claim, any claims of any nature which Reorganized DecisionOne
may have against the holder of such Claim. Neither the failure by the Debtors or
Reorganized DecisionOne to effect such a setoff nor the allowance of any Claim
shall constitute a waiver or a release of any claim which the Debtors or
Reorganized DecisionOne may have against the holder of a Claim.
9.9 Record Date. Only Persons holding of record the 9 3/4% Noteholder
Claims, the 11 1/2% Noteholder Claims and the 14% Noteholder Claims as of the
Record Date will be entitled to receive distributions under the Plan.
As of the close of business on the Record Date, the transfer ledgers for
the 9 3/4% Notes, the 11 1/2% Notes and the 14% Notes as maintained by, or on
behalf of, the Debtors shall be closed and there shall be no further
registrations or other changes in the holders of record of such securities on
such transfer ledgers. Reorganized DecisionOne, the Indenture Trustee, the
Holdings Trustee and the transfer agents or registrars, as the case may be,
shall have no obligation to recognize any transfer of the 9 3/4% Notes, the 11
1/2% Notes and the 14% Notes occurring thereafter.
<PAGE> 29
9.10 Compensation Rights. The Indenture Trustee and the Holdings Trustee
(a) shall receive full compensation from Reorganized DecisionOne (i) in the case
of the Indenture Trustee, on the Effective Date as provided in the Indentures
for services rendered prior to the Effective Date and (ii) in the case of the
Indenture Trustee and the Holdings Trustee, on a reasonable basis for services
rendered from and after the Effective Date in effectuating the distribution of
New Securities as contemplated by the Plan to the 9 3/4% Noteholders, the 14%
Noteholders and the beneficiaries of the Trust, and the surrender and
cancellation of the 9 3/4% Notes, the 11 1/2% Notes and the 14% Notes as
contemplated by the Plan and, upon payment in accordance with clause (a)(i) of
this Section 9.10, such distributions to the 9 3/4% Noteholders and the 11 1/2%
Noteholders shall be free of any lien or claim asserted by the Indenture Trustee
and the Holdings Trustee, and (b) shall be indemnified by Reorganized
DecisionOne for any loss, liability or expense incurred by them in connection
with the performance of such duties to the same extent and in the same manner as
provided in the 9 3/4% Note Indenture, the 11 1/2% Note Indenture, the 14% Note
Indenture and the instrument creating the Trust, as the case may be.
ARTICLE 10
PROCEDURES FOR RESOLVING OBJECTIONS TO CLAIMS
10.1 Objections to Claims. Prior to the Effective Date, the Debtors shall
be responsible for pursuing any objection to the allowance of any Claim. From
and after the Effective Date, Reorganized DecisionOne shall be responsible for
pursuing any objection to the allowance of any Claim.
Unless another date is established by the Bankruptcy Court or the Plan,
any objection to a Claim shall be filed with the Bankruptcy Court and served on
the Person holding such Claim by one hundred and twenty (120) days after the
Effective Date. Reorganized DecisionOne shall have the right to petition the
Bankruptcy Court, without notice or a hearing, for an extension of such date if
a complete review of all Claims cannot be completed by such date.
10.2 Treatment of Disputed Claims.
10.2.1 No Distribution Pending Allowance. If any portion of a Claim
is a Disputed Claim, no payment or distribution provided for under the Plan
shall be made on account of the portion of such Claim that is a Disputed Claim
unless and until such
<PAGE> 30
Disputed Claim becomes an Allowed Claim, but the payment or distribution
provided for under the Plan shall be made on account of the portion of such
Claim that is an Allowed Claim.
10.2.2 Distribution After Allowance. On the next Distribution Date
following the date on which a Disputed Claim becomes an Allowed Claim, the
Distribution Agent shall distribute to the Person holding such Claim any Cash,
shares of New Common Stock or New Warrants that would have been distributable to
such Person if such Claim had been an Allowed Claim on the Effective Date.
10.2.3 Reserves for Disputed Claims. In the event that Disputed
Claims are pending, the Distribution Agent shall establish reasonable reserves
for such Disputed Claims in amounts to be approved by the Bankruptcy Court upon
application by Reorganized DecisionOne, and the aggregate property to be
distributed to holders of Allowed Claims on any Distribution Date shall be
adjusted to reflect such reserves.
ARTICLE 11
EFFECTS OF PLAN CONFIRMATION
11.1 Discharge. Except as otherwise expressly provided in the Plan or the
Confirmation Order, upon the occurrence of the Effective Date, the Debtors shall
be discharged, effective immediately, from any Claim and any "debt" (as that
term is defined in Section 101(11) of the Bankruptcy Code), and the Debtors'
liability in respect thereof shall be extinguished completely, whether reduced
to judgment or not, liquidated or unliquidated, contingent or noncontingent,
asserted or unasserted, fixed or not, matured or unmatured, disputed or
undisputed, legal or equitable, known or unknown, that arose from any agreement
of the Debtors entered into or obligation of the Debtors incurred before the
Confirmation Date, or from any conduct of the Debtors prior to the Confirmation
Date, or that otherwise arose before the Confirmation Date, including, without
limitation, all interest accrued and expenses incurred, if any, on any such
debts, whether such interest accrued or such expenses were incurred before or
after the Filing Date, and including, without limitation, any liability of a
kind specified in Sections 502(g), 502(h) and 502(i) of the Bankruptcy Code,
whether or not a proof of claim was filed or is deemed filed under Section 501
of the Bankruptcy Code, such Claim is allowed under Section 502 of the
Bankruptcy Code or the Person holding such Claim has accepted the Plan.
11.2 Revesting. Except as otherwise expressly provided in the Plan or the
Confirmation Order, on the Effective Date, without any further action,
Reorganized
<PAGE> 31
DecisionOne will be vested with all of the property of the Debtors' Estates free
and clear of all Claims, Liens and Interests and may operate its business and
may use, acquire or dispose of its assets free of any restrictions imposed by
the Bankruptcy Code or by the Bankruptcy Court. Except as otherwise expressly
provided in the Plan or Confirmation Order, all claims against third parties on
account of, and all causes of action owed to or in favor of, either Debtor or
both of them (including, without limitation, any claims, rights or causes of
action arising under Sections 544, 547, 548, 549 and 550 of the Bankruptcy Code)
are hereby preserved, retained for enforcement solely and exclusively by and at
the discretion of Reorganized DecisionOne and are revested in Reorganized
DecisionOne on the Effective Date.
ARTICLE 12
RELEASES, INJUNCTIONS AND EXCULPATION
12.1 Release of Releasees by Debtors. From and after the Effective Date,
each of the Releasees shall be released by the Debtors and their respective
subsidiaries from any and all claims (as defined in Section 101(5) of the
Bankruptcy Code), obligations, suits, judgments, damages, rights, causes of
action and liabilities whatsoever, whether known or unknown, foreseen or
unforeseen, existing or hereafter arising, in law, equity or otherwise, that
either Debtor or any of their respective subsidiaries is entitled to assert in
its own right or on behalf of the holder of any Claim or Interest or other
Person, based in whole or in part upon any act or omission, transaction,
agreement, event or other occurrence taking place on or prior to the Effective
Date, except for claims against or liabilities of officers, directors or
employees of either Debtor (a) in respect of any loan, advance or similar
payment by either Debtor or any of their respective subsidiaries to any such
Person or (b) in respect of any contractual obligation owed by such Person to
either Debtor or any of their respective subsidiaries.
12.2 Release of Releasees by Banks. From and after the Effective Date,
each of the Releasees shall be released by the Banks (and their respective
successors and assigns) from any and all claims (as defined in Section 101(5) of
the Bankruptcy Code), obligations, suits, judgments, damages, rights, causes of
action and liabilities whatsoever, whether known or unknown, foreseen or
unforeseen, existing or hereafter arising, in law, equity or otherwise, that any
of the Banks is entitled to assert against any of the Releasees, based in whole
or in part upon any act or omission, transaction, agreement, event or occurrence
taking place on or before the Effective Date in any way relating to the Debtors
or their respective subsidiaries, the Case or the negotiation, formulation and
preparation of this Plan or any related documents.
<PAGE> 32
12.3 Release of Banks by Releasees. From and after the Effective Date, the
Administrative Agent and each of the Banks, and their respective current and
former officers, directors, employees, consultants, financial advisors,
attorneys, accountants and other representatives who served in such capacity
during the Case or the negotiation and formulation of the Plan, shall be
released by the Releasees from any and all claims (as defined in Section 101(5)
of the Bankruptcy Code), obligations, suits, judgments, damages, rights, causes
of action and liabilities whatsoever, whether known or unknown, foreseen or
unforeseen, existing or hereafter arising, in law, equity or otherwise, that any
of the Releasees is entitled to assert against any of the Banks (or any of their
respective successors and assigns), based in whole or in part upon any act or
omission, transaction, agreement, event or occurrence taking place on or before
the Effective Date in any way relating to the Debtors or their respective
subsidiaries, the Case or the negotiation, formulation and preparation of this
Plan or any related documents.
12.4 Injunctions and Stays. Unless otherwise provided in the Plan or the
Confirmation Order, all injunctions and stays provided for in the Case pursuant
to Sections 105 and 362 of the Bankruptcy Code or otherwise in effect on the
Confirmation Date, shall remain in full force and effect until the Effective
Date. From and after the Effective Date, all Persons are permanently enjoined
from, and restrained against, commencing or continuing in any court any suit,
action or other proceeding, or otherwise asserting any claim or interest,
seeking to hold (a) Reorganized DecisionOne, (b) the property of Reorganized
DecisionOne, (c) any of the Releasees or (d) any of the Banks (or their
respective successors or assigns) liable for any claim, obligation, right,
interest, debt or liability that has been discharged or released pursuant to
Sections 11.1, 12.1, 12.2, 12.3, 12.5 or 12.6 of the Plan.
12.5 Exculpation. None of the Debtors, the Releasees, the Administrative
Agent, the Banks nor any of their respective officers, directors, employees and
other agents, advisors, attorneys and accountants shall have any liability to
any holder of any Claim or Interest or other Person for any act or omission in
connection with or arising out of the negotiation, preparation and pursuit of
confirmation of the Plan, the consummation of the Plan, the administration of
the Plan, the Case or the property to be distributed under the Plan except for
liability based on willful misconduct or gross negligence as finally determined
by the Bankruptcy Court. Reorganized DecisionOne and its officers, directors,
employees and other agents, advisors, attorneys and accountants shall be
entitled to rely, in every respect, upon the advice of counsel with respect to
their duties and responsibilities under the Plan.
12.6 Waiver of Subordination Rights. Any distribution to any Person
holding a 9 3/4% Noteholder Claim shall not be subject to levy, garnishment,
attachment or other legal process by any Person holding a Claim based on Senior
Indebtedness (as such term
<PAGE> 33
is defined in the 9 3/4% Note Indenture) by reason of claimed contractual
subordination rights, provided that any such Person holding a 9 3/4% Noteholder
Claim does not object to the confirmation or the consummation of the Plan and
takes no action that would directly or indirectly interfere with or delay the
implementation or effectuation of the Plan except to the extent that such
objection is made or such action is taken in order to ensure that the Condition
(as defined in the Forbearance and Lock-Up Agreement, dated as of January 13,
2000, by and among the Debtors and the Consenting Holders) is satisfied. On the
Effective Date, each Person holding a Claim or Interest (a) by virtue of the
acceptance of the Plan by the requisite majority in number and amount of members
in its Class, (b) by virtue of the acceptance or deemed acceptance of the Plan
by such Person, or (c) by the acceptance by such Person of any distribution made
or consideration given under the Plan, waives and relinquishes any and all
rights arising under any subordination agreements or applicable law, including,
without limitation, Section 510 of the Bankruptcy Code, to the payment or
distributions of consideration made or to be made under the Plan to any other
Person holding a Claim against, or an Interest in, either Debtor or both of
them.
ARTICLE 13
CONDITIONS TO EFFECTIVENESS
13.1 Conditions Precedent to Plan Confirmation. It shall be a condition
precedent to the confirmation of the Plan that on or prior to the Confirmation
Date, the Bankruptcy Court shall have entered one or more orders which shall be
in full force and effect and not stayed and which shall:
(a) find and determine that Classes H2, H3, H4, H5, H6, D2, D3, D4, D6, D7
and D8 are not entitled to vote on the Plan;
(b) decree that the Plan and the Confirmation Order shall supersede any
Bankruptcy Court orders issued prior to the Effective Date that are inconsistent
therewith;
(c) authorize the implementation of the Plan in accordance with its terms,
including, without limitation, the execution and delivery of the agreements and
instruments entered into pursuant to the Plan (including, without limitation,
each of the Plan Documents);
(d) issue the injunction and authorize the issuance of the releases and
exculpations as set forth in the Plan effective on the Effective Date;
(e) decree that, on the Effective Date, the transfers of assets by the
Debtors
<PAGE> 34
contemplated by the Plan (i) are or will be legal, valid and effective transfers
of property, (ii) vest or will vest in the transferee good title to such
property free and clear of all Claims, Interests and Liens, except those
provided for in the Plan or the Confirmation Order, (iii) do not or will not
constitute fraudulent conveyances under any applicable law and (iv) do not and
will not subject the Debtors, Reorganized DecisionOne or property so transferred
to any liability by reason of such transfer under applicable law or any theory
of law including, without limitation, any theory of successor or transferee
liability; and
(f) confirm the Plan and authorize its implementation in accordance with
its terms.
13.2 Conditions Precedent to Plan Consummation. It shall be a condition
precedent to the consummation of the Plan that:
(a) the orders referred to in Section 13.1, including, without limitation,
the Confirmation Order, shall be a Final Order;
(b) the Holdings Loan and the Holdings Stock Exchange shall have been made
and the Liquidation shall have occurred;
(c) the New Bank Documents and the New Revolving Credit Agreement shall
have been executed and all conditions to the effectiveness thereof shall have
been satisfied or waived by the Banks or Ableco, as the case may be, as required
thereunder;
(d) all of the Debtors' obligations under the DIP Facility shall have been
satisfied in full and discharged; and
(e) all other agreements and instruments contemplated by, or to be entered
into pursuant to, the Plan, including, without limitation, each of the Plan
Documents, shall have been duly and validly executed and delivered by the
parties thereto and all conditions to their effectiveness shall have been
satisfied or waived.
13.3 Waiver of Conditions. Other than the condition precedent specified in
Section 13.2(a) which may only be waived with the consent of the Banks and the
conditions precedent specified in Sections 13.2(c) and 13.2(d) which may not be
waived, the Debtors may waive at any time, without notice, leave or order of the
Bankruptcy Court, and without any formal action other than proceeding to
consummate the Plan any condition precedent to the confirmation or consummation
of the Plan.
ARTICLE 14
<PAGE> 35
RETENTION OF JURISDICTION
14.1 Retention of Jurisdiction. Notwithstanding the entry of the
Confirmation Order or the occurrence of the Effective Date, the Bankruptcy Court
shall retain jurisdiction over the Case and any of the proceedings arising from,
or relating to, the Case pursuant to Section 1142 of the Bankruptcy Code and 28
U.S.C. Section 1334 to thE fullest extent permitted by the Bankruptcy Code and
other applicable law, including, without limitation, such jurisdiction as is
necessary to ensure that the purpose and intent of the Plan are carried out.
Without limiting the generality of the foregoing, the Bankruptcy Court shall
retain jurisdiction for the following purposes:
(a) to hear and determine any and all objections to the allowance, or
requests for estimation, of Claims or the establishment of reserves pending the
resolution of Disputed Claims;
(b) to consider and act on the compromise and settlement of any Claim
against, or cause of action on behalf of, either Debtor or both of them or their
Estates;
(c) to hear and determine any motions pending on the Effective Date to
reject any executory contract or unexpired lease and to determine the allowance
of any Claim resulting therefrom;
(d) to enter such orders as may be necessary or appropriate in connection
with the recovery of the Debtors' assets wherever located;
(e) to hear and determine any and all applications for allowance of
compensation and reimbursement of expenses;
(f) to hear and determine any and all controversies, suits and disputes
arising under or in connection with the interpretation, implementation or
enforcement of the Plan and any of the documents intended to implement the
provisions of the Plan or any other matters to be resolved by the Bankruptcy
Court under the terms of the Plan;
(g) to hear and determine any motions or contested matters involving
Taxes, tax refunds, tax attributes and tax benefits and similar and related
matters with respect to either Debtor or both of them arising prior to the
Effective Date or relating to the administration of the Case, including, without
limitation, matters involving federal, state and local Taxes in accordance with
Sections 346, 505 and 1146 of the Bankruptcy Code;
(h) to hear and determine any and all applications, adversary proceedings
and
<PAGE> 36
contested matters pending on the Effective Date or that may be commenced
thereafter as provided in the Plan;
(i) to effectuate distributions under and performance of the provisions of
the Plan;
(j) to hear and determine any applications to modify any provision of the
Plan to the full extent permitted by the Bankruptcy Code;
(k) to correct any defect, cure any omission or reconcile any
inconsistency in the Plan, the exhibits to the Plan and annexes thereto, or any
order of the Bankruptcy Court, including the Confirmation Order, as may be
necessary to carry out the purposes and intent of the Plan;
(l) to determine such other matters as may be provided for in the
Confirmation Order or as may from time to time be authorized under the
provisions of the Bankruptcy Code or any other applicable law;
(m) to enforce all orders, judgments, injunctions, releases, exculpations,
indemnifications and rulings issued or entered in connection with the Case or
the Plan;
(n) to enter such orders as may be necessary or appropriate in aid of
confirmation and to facilitate implementation of the Plan, including, without
limitation, any stay orders as may be appropriate in the event that the
Confirmation Order is for any reason stayed, revoked, modified or vacated;
(o) to determine any other matter not inconsistent with the Bankruptcy
Code; and
(p) to enter an order closing the Case.
ARTICLE 15
MODIFICATION OR WITHDRAWAL OF PLAN
15.1 Modification of Plan. At any time prior to confirmation of the Plan,
the Debtors may supplement, amend or modify the Plan. After confirmation of the
Plan, the Debtors or Reorganized DecisionOne may apply to the Bankruptcy Court,
pursuant to Section 1127 of the Bankruptcy Code, to modify the Plan. After
confirmation of the Plan, the Debtors or Reorganized DecisionOne may apply to
remedy defects or omissions in the Plan or to reconcile inconsistencies in the
Plan. The Debtors or Reorganized DecisionOne, as applicable, will provide
counsel to the Banks and counsel to the
<PAGE> 37
Consenting Holders with written notice of any such application to the Bankruptcy
Court. The Plan may not be altered, amended or modified without the written
consent of, prior to the Effective Date, the Debtors or, after the Effective
Date, Reorganized DecisionOne.
15.2 Withdrawal of Plan. The Debtors reserve the right to revoke and
withdraw the Plan at any time before the Confirmation Date or, if the conditions
set forth in Section 13.2 hereof cannot be satisfied for any reason after the
Confirmation Date, at any time up to the Effective Date.
ARTICLE 16
MISCELLANEOUS
16.1 Bar Date for Certain Claims. On the Filing Date, the Debtors will
seek to establish a bar date for the filing of all proofs of claim evidencing
Holdings General Unsecured Claims, which date will be forty-five (45) days after
the Filing Date or such other date as is set by the Bankruptcy Court. Holders of
Holdings General Unsecured Claims whose Claims are not listed on the Schedules
or whose Claims are listed on such Schedules as disputed, unliquidated or
contingent, must submit proofs of claim on or before such bar date or forever be
barred from doing so.
16.2 Payment Dates. Whenever any payment or distribution to be made under
the Plan shall be due on a day other than a Business Day, such payment or
distribution shall instead be made, without interest, on the immediately
following Business Day.
16.3 Headings. The headings used in the Plan are inserted for convenience
only and neither constitute a portion of the Plan nor in any manner affect the
construction of the provisions of the Plan.
16.4 Notices.
16.4.1 All notices and requests in connection with the Plan shall be
in writing and shall be hand delivered or sent by mail addressed to:
DecisionOne Corporation
50 East Swedesford Road
Frazer, Pennsylvania 19355
Attention: Chief Executive Officer
with copies to:
<PAGE> 38
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Attention: Steven R. Gross, Esq.
Richard F. Hahn, Esq.
16.4.2 All notices and requests to any Person holding of record any
Claim or Interest shall be sent to them at their last known address or to the
last known address of their attorney of record. Any such Person may designate in
writing any other address for purposes of this Section 16.4.2, which designation
will be effective on receipt.
16.5 Governing Law. Except to the extent that the Bankruptcy Code or other
federal law is applicable, the rights, duties and obligations arising under the
Plan shall be governed by, and construed and enforced in accordance with, the
laws of the State of New York.
16.6 Successors and Assigns. The rights, duties and obligations of any
entity named or referred to in the Plan shall be binding upon, and shall inure
to the benefit of, the successors and assigns of such entity.
16.7 Committee(s). The Committee(s) shall be dissolved and the employment
of professionals by the Committee(s) shall be deemed terminated on the
forty-fifth (45th) day following the Effective Date; provided, however, that
following the Effective Date, the responsibilities of each Committee and its
professionals shall be limited to the preparation of their respective fee
applications and to insuring that distributions to be received under the Plan by
the Class or Classes of creditors represented by the Committee are made in a
manner consistent with the terms of the Plan.
16.8 Severability of Plan Provisions. If, prior to the Confirmation Date,
any term or provision of the Plan is held by the Bankruptcy Court to be invalid,
void or unenforceable, the Bankruptcy Court shall, with the consent of the
Debtors, have the power to interpret, modify or delete such term or provision
(or portions thereof) to make it valid or enforceable to the maximum extent
practicable, consistent with the original purpose of the term or provision held
to be invalid, void or unenforceable, and such term or provision shall then be
operative as interpreted, modified or deleted. Notwithstanding any such
interpretation, modification or deletion, the remainder of the terms and
provisions of the Plan shall in no way be affected, impaired or invalidated by
such interpretation, modification or deletion.
<PAGE> 39
16.9 No Waiver. The failure of the Debtors to object to any Claim for
purposes of voting shall not be deemed a waiver of the Debtors' or Reorganized
DecisionOne's right to object to or examine such Claim, in whole or in part.
16.10 Payment of Post-Petition Interest and Attorneys' Fees. Unless
otherwise expressly provided in the Plan, or allowed by order of the Bankruptcy
Court, the Debtors shall not be required to pay to any holder of a Claim any
interest accruing on or after the Filing Date or any attorneys' fees with
respect to such Claim.
16.11 Post-Effective Date Fees and Expenses. From and after the Effective
Date, Reorganized DecisionOne shall, in the ordinary course of business and
without the necessity for any approval by the Bankruptcy Court, pay the
reasonable fees and expenses of the professional Persons thereafter incurred by
Reorganized DecisionOne related to the implementation and consummation of the
Plan.
16.12 Exemption from Certain Transfer Taxes. Pursuant to Section 1146(c)
of the Bankruptcy Code, any transfers from a Debtor to the Reorganized
DecisionOne or any other Person or entity pursuant to the Plan shall not be
subject to any document recording tax, stamp tax, conveyance fee, intangibles or
similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage
recording tax or other similar tax or governmental assessment.
16.13 Reporting. In the event that Reorganized DecisionOne is not subject
to either Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, Reorganized DecisionOne shall make available to the holders of the New
Common Stock and the New Warrants information of the type, with the frequency
and in the manner required pursuant to Section 4 of Rule 144A under the
Securities Act of 1933, as amended.
16.14 Inconsistencies. In the event the terms or provisions of the Plan
are inconsistent with the terms and provisions of the Exhibits to the Plan or
documents executed in connection with the Plan, the terms of the Plan shall
control.
Dated: New York, New York
February , 2000
DECISIONONE HOLDINGS CORP.
DECISIONONE CORPORATION
By:
Name:
Title:
<PAGE> 40
COUNSEL:
James L. Patton, Jr. (No. 2202)
Joel A. Waite (No. 2925)
YOUNG CONAWAY STARGATT &
TAYLOR LLP
11th Floor
Rodney Square North
P. O. Box 391
Wilmington, DE 19899
(302) 571-6600
and
Michael E. Wiles
Steven R. Gross
Richard F. Hahn
Kathleen Warner
DEBEVOISE & PLIMPTON
875 Third Avenue
New York, New York 10022
(212) 909-6000
<PAGE> 41
TABLE OF CONTENTS
<TABLE>
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<S> <C>
ARTICLE 1
DEFINITIONS..............................................................................................2
ARTICLE 2
DIP FACILITY, ADMINISTRATIVE AND TAX CLAIMS.............................................................13
2.1 DIP Facility Claims.......................................................................13
2.2 Administrative Claims.....................................................................13
2.3 Tax Claims................................................................................13
ARTICLE 3
CLASSIFICATION OF CLAIMS AND INTERESTS..................................................................14
3.1 Class J1 - Priority Claims................................................................14
3.2 Class H1 - Holdings Guaranty Claims.......................................................14
3.3 Class H2 - 11 1/2% Noteholder Claims......................................................14
3.4 Class H3 - Holdings General Unsecured Claims..............................................14
3.5 Class H4 - Holdings Intercompany Claims...................................................14
3.6 Class H5 - Interests of Holders of Holdings
Common Stock..........................................................................14
3.7 Class H6 - Interests of Holders of Holdings
Options and Holdings Warrants.........................................................14
3.8 Class D1 - Senior Secured Bank Claims.....................................................14
3.9 Class D2 - Other Secured Claims...........................................................15
3.10 Class D3 - DecisionOne General Unsecured
Claims................................................................................15
3.11 Class D4 - Holdings Loan Claims..........................................................15
3.12 Class D5 - 14% Noteholder Claims.........................................................15
3.13 Class D6 - 9 3/4% Noteholder Claims......................................................15
3.14 Class D7 - DecisionOne Intercompany Claims...............................................15
3.15 Class D8 - Interests of Holders of Old
DecisionOne Common Stock..............................................................15
ARTICLE 4
IDENTIFICATION OF IMPAIRED CLAIMS AND INTERESTS.........................................................15
4.1 Classes of Claims that are not Impaired...................................................15
4.2 Impaired Classes of Claims and Interests..................................................15
ARTICLE 5
TREATMENT OF CLAIMS AND INTERESTS.......................................................................16
5.1 Class J1 - Priority Claims................................................................16
5.2 Class H1 - Holdings Guaranty Claims.......................................................16
5.3 Class H2 - 11 1/2% Noteholder Claims......................................................16
5.4 Class H3 - Holdings General Unsecured Claims..............................................17
5.5 Class H4 - Holdings Intercompany Claims...................................................17
5.6 Class H5 - Interests of Holders of Holdings
Common Stock..........................................................................17
5.7 Class H6 - Interests of Holders of Holdings
Options and Holdings Warrants.........................................................17
5.8 Class D1 - Senior Secured Bank Claims.....................................................17
5.9 Class D2 - Other Secured Claims...........................................................17
5.10 Class D3 - DecisionOne General Unsecured
Claims................................................................................18
</TABLE>
<PAGE> 42
<TABLE>
<CAPTION>
<S> <C>
5.11 Class D4 - Holdings Loan Claims..........................................................18
5.12 Class D5 - 14% Noteholder Claims.........................................................18
5.13 Class D6 - 9 3/4% Noteholder Claims......................................................18
5.14 Class D7 - DecisionOne Intercompany Claims...............................................19
5.15 Class D8 - Interests of Holders of Old
DecisionOne Common Stock..............................................................19
ARTICLE 6
ACCEPTANCE OR REJECTION OF PLAN.........................................................................19
6.1 Classes Entitled to Vote..................................................................19
6.2 Nonconsensual Confirmation................................................................19
ARTICLE 7
MEANS OF EXECUTION OF PLAN..............................................................................20
7.1 Holdings Loan and Holdings Stock Exchange.................................................20
7.2 Effectiveness of Agreements...............................................................20
7.3 Issuance of New Securities................................................................20
7.4 Amended and Restated Charter..............................................................20
7.5 Management/Board of Directors.............................................................20
7.6 Corporate Actions.........................................................................21
ARTICLE 8
EXECUTORY CONTRACTS AND UNEXPIRED LEASES................................................................21
8.1 Assumption of Executory Contracts and
Unexpired Leases......................................................................21
8.1.1 Assumption.....................................................................21
8.1.2 Cure Payments, Etc.............................................................22
8.2 Rejection.................................................................................22
8.3 Indemnification Obligations...............................................................22
ARTICLE 9
DISTRIBUTIONS...........................................................................................22
9.1 Distributions to Distribution Agent.......................................................22
9.2 Distributions.............................................................................22
9.2.1 Distribution Agent.............................................................22
9.2.2 Dates of Distributions.........................................................23
9.2.3 Distributions to 9 3/4% Noteholders, 14%
Noteholders and Beneficiaries of Trust.....................................23
9.2.4 Manner of Payment..............................................................23
9.3 Undeliverable Distributions...............................................................23
9.4 Old Securities and Indentures.............................................................24
9.4.1 Surrender and Cancellation of
Instruments................................................................24
9.4.2 Rights of Persons Holding Old
Securities.................................................................24
9.4.3 Cancellation of Indentures.....................................................24
9.4.4 Cancellation of Liens..........................................................25
9.5 Fractional Securities and Rounding of
Payments..............................................................................25
9.6 Compliance with Tax Requirements..........................................................25
</TABLE>
<PAGE> 43
<TABLE>
<CAPTION>
<S> <C>
9.7 Distribution of Unclaimed Property........................................................26
9.8 Setoff....................................................................................26
9.9 Record Date...............................................................................27
9.10 Compensation Rights......................................................................27
ARTICLE 10
PROCEDURES FOR RESOLVING OBJECTIONS TO CLAIMS...........................................................27
10.1 Objections to Claims.....................................................................27
10.2 Treatment of Disputed Claims.............................................................28
10.2.1 No Distribution Pending Allowance.............................................28
10.2.2 Distribution After Allowance..................................................28
10.2.3 Reserves for Disputed Claims..................................................28
ARTICLE 11
EFFECTS OF PLAN CONFIRMATION............................................................................28
11.1 Discharge................................................................................28
11.2 Revesting................................................................................29
ARTICLE 12
RELEASES, INJUNCTIONS AND EXCULPATION...................................................................29
12.1 Release of Releasees by Debtors..........................................................29
12.2 Release of Releasees by Banks............................................................29
12.3 Release of Banks by Releasees............................................................30
12.4 Injunctions and Stays....................................................................30
12.5 Exculpation..............................................................................30
12.6 Waiver of Subordination Rights...........................................................30
ARTICLE 13
CONDITIONS TO EFFECTIVENESS.............................................................................31
13.1 Conditions Precedent to Plan Confirmation................................................31
13.2 Conditions Precedent to Plan Consummation................................................32
13.3 Waiver of Conditions.....................................................................32
ARTICLE 14
RETENTION OF JURISDICTION...............................................................................32
14.1 Retention of Jurisdiction................................................................33
ARTICLE 15
MODIFICATION OR WITHDRAWAL OF PLAN......................................................................34
15.1 Modification of Plan.....................................................................34
15.2 Withdrawal of Plan.......................................................................34
ARTICLE 16
MISCELLANEOUS...........................................................................................35
16.1 Bar Date for Certain Claims..............................................................35
16.2 Payment Dates............................................................................35
16.3 Headings.................................................................................35
</TABLE>
<PAGE> 44
<TABLE>
<CAPTION>
<S> <C>
16.4 Notices..................................................................................35
16.5 Governing Law............................................................................36
16.6 Successors and Assigns...................................................................36
16.7 Committee(s).............................................................................36
16.8 Severability of Plan Provisions..........................................................36
16.9 No Waiver................................................................................36
16.10 Payment of Post-Petition Interest and
Attorneys' Fees.......................................................................36
16.11 Post-Effective Date Fees and Expenses...................................................37
16.12 Exemption from Certain Transfer Taxes...................................................37
16.13 Reporting...............................................................................37
16.14 Inconsistencies.........................................................................37
</TABLE>
<PAGE> 1
EXHIBIT 2.2
IN THE UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re: )
) Case No. 00-931 (SLR)
DECISIONONE CORPORATION and )
DECISIONONE HOLDINGS CORP., )
) Chapter 11
Debtors. ) Jointly Administered
- -------------------------------------)
ORDER CONFIRMING THE DEBTORS'
PREPACKAGED JOINT CONSOLIDATED PLAN OF REORGANIZATION
DecisionOne Corporation and DecisionOne Holdings Corp., the debtors
and debtors-in-possession in the above-captioned and numbered Chapter 11 cases
(the "Debtors"), having on February 14, 2000 (the "Petition Date") filed
voluntary petitions for relief under the provisions of Chapter 11 of Title 11 of
the United States Code, 11 U.S.C. Sections 101 et seq., as amended (the
"Bankruptcy Code"); and on the Petition Date having filed their proposed
Prepackaged Joint Consolidated Plan of Reorganization pursuant to Chapter 11 of
the Bankruptcy Code (the "Plan") and their Disclosure Statement dated January
27, 2000 pursuant to Section 1125 of the Bankruptcy Code (the "Disclosure
Statement"); and the Plan and Disclosure Statement having been distributed by
the Debtors on or about January 28, 2000 to all holders of claims against and
equity interests in the Debtors that would be impaired under the Plan together
with, in the case of holders of claims in Classes H1, D1 or D5 (as defined in
the Plan), forms of ballots in connection with the solicitation of votes to
accept or reject the Plan; and a Declaration of Georgeson Shareholder
Communications, Inc. Certifying Ballots Accepting and Rejecting the Plan, dated
February 11, 2000, having been filed with this Court on February 14, 2000; and
the Debtors having filed a Plan Supplement with this Court on
<PAGE> 2
March 16, 2000; and the Court having entered an order dated February 14, 2000
(the "Scheduling Order"), fixing March 21, 2000 at 11:00 a.m. as the date and
time of a hearing (the "Disclosure Statement Hearing") pursuant to Section 1126
of the Bankruptcy Code and Rules 2002, 3017(a) and 3018(b) of the Federal Rules
of Bankruptcy Procedure (the "Bankruptcy Rules") to consider approval of the
Disclosure Statement and the Debtors' solicitation procedures with respect to
the Plan; and the Court having found that the Disclosure Statement contained
"adequate information" within the meaning of Section 1125 of the Bankruptcy Code
and that the Disclosure Statement complied with all applicable nonbankruptcy
laws, rules and regulations concerning the adequacy of disclosure, and that due
notice of the Disclosure Statement Hearing was provided in accordance with the
Scheduling Order and all applicable provisions of the Bankruptcy Code and the
Bankruptcy Rules; and the Court having further scheduled a hearing pursuant to
Sections 1128 and 1129 of the Bankruptcy Code and Bankruptcy Rule 3017(c) to
consider confirmation of the Plan (the "Confirmation Hearing") to commence
immediately upon the conclusion of the Disclosure Statement Hearing; and the
Declaration of Service of Tammy Birdsell of Poorman-Douglas Corporation, dated
February 21, 2000, having been filed with this Court with respect to the mailing
of notice of the Disclosure Statement Hearing and the Confirmation Hearing to
all holders of claims against and equity interests in the Debtors in accordance
with the Scheduling Order; and the Proof of Publication of Anna Dickerson of the
publisher of The Philadelphia Enquirer, dated February 18, 2000, the Certificate
of Publication of Arlene Moller of the publisher of The New York Times, dated
February 18, 2000, and the Affidavit of Publication of John Wier of the
publisher of The Wall Street Journal, dated March 15, 2000, having been filed
with this Court with respect to the publication of notice of the Disclosure
Statement Hearing and the Confirmation Hearing in accordance with the Scheduling
Order; and no objection to the Plan having been filed; and upon the record of
the Confirmation Hearing and all of the affidavits
<PAGE> 3
and declarations filed, evidence adduced and arguments of counsel made at the
Confirmation Hearing; and capitalized terms used and not defined herein having
the respective meanings ascribed to them in the Plan; and after due deliberation
and sufficient cause appearing therefor, this Court hereby FINDS THAT:
1. The Plan complies with all applicable provisions of the Bankruptcy
Code, as required by Section 1129(a)(1) of the Bankruptcy Code.
2. The Plan has been duly accepted by the classes of creditors whose
acceptance is required by law for confirmation of the Plan in accordance with
the provisions of Sections 1126 and 1129 of the Bankruptcy Code.
3. The Debtors, as the proponents of the Plan, have complied with all
applicable provisions of the Bankruptcy Code, as required by Section 1129(a)(2)
of the Bankruptcy Code.
4. The Plan has been proposed in good faith and not by any means
forbidden by law, as required by Section 1129(a)(3) of the Bankruptcy Code.
5. As required by Section 1129(a)(4) of the Bankruptcy Code, any
payment made or to be made by the Debtors, or by a person issuing securities or
acquiring property under the Plan, to professionals retained by the Debtors for
services or for costs and expenses in or in connection with the Case, or in
connection with the Plan and incident to the Case, have been approved by, or are
subject to the approval of, this Court as reasonable.
6. As required by Section 1129(a)(5) of the Bankruptcy Code, the
Debtors, as the proponents of the Plan, have disclosed the identity and
affiliations of all individuals proposed to serve, after confirmation of the
Plan, as a director, officer or voting trustee of Reorganized DecisionOne under
the Plan. The appointment to, or continuance in, office of such
<PAGE> 4
individuals is consistent with the interests of creditors and equity security
holders and with public policy. The Debtors, as the proponents of the Plan, have
disclosed the identity of all insiders that will be employed or retained by
Reorganized DecisionOne under the Plan and the nature of any compensation of
such insiders.
7. No governmental regulatory commission has jurisdiction, after
confirmation of the Plan, over the rates of Reorganized DecisionOne, and the
Plan complies with Section 1129(a)(6) of the Bankruptcy Code.
8. As required by Section 1129(a)(7) of the Bankruptcy Code, with
respect to each impaired Class of Claims or Interests under the Plan, each
holder of a Claim or Interest of each such Class has accepted the Plan, or will
receive or retain under the Plan on account of such Claim or Interest property
of a value, as of the Effective Date, that is not less than the amount that such
holder would so receive or retain if the Debtors were liquidated under Chapter 7
of the Bankruptcy Code on such date.
9. The Plan complies with Section 1129(a)(9) of the Bankruptcy Code in
that:
(a) with respect to any Claim for an administrative expense of the kind
described in Section 503(b) of the Bankruptcy Code, the Plan provides that such
Claim is not impaired and further provides that the holder of such Claim will be
paid by Reorganized DecisionOne, on account of such Claim, Cash equal to the
allowed amount of such Claim on the later of (i) the Effective Date and (ii) the
date such Claim becomes an Allowed Claim; provided, however, that (1) such
holder may be treated on such less favorable terms as may be agreed to by such
holder, and (2) any such Claim representing liabilities incurred by the Debtors
in the ordinary course of their business during the Case shall be paid by
Reorganized DecisionOne in accordance with the terms and conditions of the
particular transactions and agreements relating thereto;
(b) with respect to any DIP Facility Claim, the Plan provides that such
Claim is not
<PAGE> 5
impaired and further provides that the holder of such Claim that is an Allowed
Claim will receive on the later of (i) the Effective Date and (ii) the date such
DIP Facility Claim becomes payable pursuant to any agreement between the Debtors
and such holder, either (1) Cash equal to the unpaid portion of such DIP
Facility Claim or (2) such other treatment as to which the Debtors and such
holder shall have agreed upon in writing; provided, however, that the Plan shall
not modify any of the rights of the persons holding DIP Facility Claims,
including, without limitation, such person's rights in any collateral securing
the DIP Facility Claims, and - unless the persons holding the DIP Facility
Claims otherwise agree in writing - the Liens securing such DIP Facility Claims
shall remain in full force and effect until all of the DIP Facility Claims are
paid in full;
(c) with respect to any Claim for a Tax to the extent that it is
entitled to priority in payment under Section 507(a)(8) of the Bankruptcy Code,
the Plan provides that such Claim is not impaired and further provides that the
holder of such Claim that is an Allowed Claim (i) will be paid in full by
Reorganized DecisionOne in Cash on the later of (1) the Effective Date and (2)
the date such Claim becomes an Allowed Claim or (ii) at the option of
Reorganized DecisionOne, will receive, on account of such Claim, Cash payments
over a period not exceeding six (6) years after the date of assessment of such
Claim, of a value, as of the Effective Date, equal to the amount of such Allowed
Claim, or (iii) will be paid on account of its Allowed Claim on such other terms
as have been or may be agreed to by such holder and Reorganized DecisionOne; and
(d) with respect to any Claim in Class J1, the Plan provides that such
Claim is not impaired and further provides that the holder of such Claim that is
an Allowed Claim will be paid (i) in full by Reorganized DecisionOne in Cash on
the later of (1) the Effective Date,
<PAGE> 6
(2) the date such Claim becomes an Allowed Claim or (3) the date such Claim
becomes payable or (ii) upon such other less favorable terms as may be agreed to
by such holder.
10. The Plan has been accepted by at least one Class of impaired
Claims, excluding votes cast by insiders, as required by Section 1129(a)(10) of
the Bankruptcy Code.
11. Confirmation of the Plan is not likely to be followed by the
liquidation, or the need for further financial reorganization, of Reorganized
DecisionOne or any successor to the Debtors under the Plan, as required by
Section 1129(a)(11) of the Bankruptcy Code.
12. All fees payable under 28 U.S.C. Section 1930 have been paid or the
Plan provides for the payment of all such fees on the Effective Date, as
required by Section 1129(a)(12) of the Bankruptcy Code.
13. As required by Section 1129(a)(13) of the Bankruptcy Code, any
Claims against the Debtors for payment of any retiree benefits, as that term is
defined in Section 1114 of the Bankruptcy Code, are not impaired under the Plan.
14. Claims in Classes J1, D2 and D3 are not impaired under the Plan and
are therefore deemed to have accepted the Plan, pursuant to Section 1126(f) of
the Bankruptcy Code. The Plan does not require the holders of such Claims to
file proofs of claim with this Court and does not discharge such Claims.
15. Claims in Classes H2, H3, D4 and D6 and Interests in Classes H4,
H5, H6, D7 and D8 are impaired under the Plan and are deemed to have rejected
the Plan, pursuant to Section 1126(g) of the Bankruptcy Code.
16. Holders of Claims in Classes H1, D1 and D5 have unanimously voted
to accept the Plan.
17. Holders of Claims and Interests in Classes H2, H3, H4, H5, H6, D4,
D6, D7 and D8 were not entitled to vote on the Plan.
18. With respect to the holders of Claims and Interests in Classes H2,
H3, H4, H5,
<PAGE> 7
H6, D4, D6, D7 and D8, the Plan does not discriminate unfairly and
is fair and equitable within the meaning of Section 1129(b)(2)(B)(ii) or Section
1129(b)(2)(C)(ii) of the Bankruptcy Code, as applicable, because no holder of
any junior Claim or Interest, as applicable, will receive or retain any property
under the Plan on account of such junior Claim or Interest. With respect to the
holders of Claims in Class D4, the Plan does not discriminate unfairly and is
fair and equitable within the meaning of Section 1129(b)(2)(B)(i) of the
Bankruptcy Code, because the holders of such Claims will retain on account of
such Claims property of a value, as of the Effective Date, equal to the allowed
amount of such Claims.
19. The Plan provides adequate means for its implementation, as
required by Section 1123(a)(5) of the Bankruptcy Code.
20. The Plan provides for the inclusion in the Debtors' certificate of
incorporation of all provisions required by Section 1123(a)(6) of the Bankruptcy
Code.
21. The Debtors will have, immediately upon the Effective Date,
sufficient Cash to make all payments required to be made on the Effective Date
pursuant to the terms of the Plan.
22. It is not the principal purpose of the Plan to avoid taxes or the
application of Section 5 of the Securities Act of 1933, as amended.
Accordingly, it is hereby ORDERED, DETERMINED AND DECREED THAT:
Confirmation of the Plan
1. Pursuant to Section 1129 of the Bankruptcy Code, the Plan is hereby
confirmed and the Debtors are authorized and directed to implement the Plan in
accordance with the terms thereof and to take any and all actions contemplated
to be taken by either or both of them under the Plan.
<PAGE> 8
2. The record of this Confirmation Hearing is hereby closed.
3. In accordance with Section 1141 of the Bankruptcy Code, the
provisions of the Plan shall be binding upon the Debtors, Reorganized
DecisionOne, any person acquiring or receiving property under the Plan, any
party to a contract with the Debtors, any lessor or lessee of property to or
from the Debtors and any holder of a Claim against or an Interest in the
Debtors, whether or not such Claim or Interest is impaired under the Plan and
whether or not such holder has filed a proof of claim or has accepted the Plan.
4. Except as otherwise expressly provided in the Plan or this Order,
upon the occurrence of the Effective Date, the Debtors shall be discharged,
effective immediately, from any Claim and any "debt" (as that term is defined in
Section 101(11) of the Bankruptcy Code) that arose from any agreement of the
Debtors entered into or obligation of the Debtors incurred before the
Confirmation Date, or from any conduct of the Debtors prior to the Confirmation
Date, or that otherwise arose before the Confirmation Date, including, without
limitation, all interest accrued and expenses incurred, if any, on any such
debts, whether such interest accrued or such expenses were incurred before or
after the Filing Date, and including, without limitation, any liability of a
kind specified in Sections 502(g), 502(h) and 502(i) of the Bankruptcy Code, and
the Debtors' liability in respect thereof shall be extinguished completely,
whether reduced to judgment or not, liquidated or unliquidated, contingent or
noncontingent, asserted or unasserted, fixed or not, matured or unmatured,
disputed or undisputed, legal or equitable, known or unknown, and regardless of
whether or not a proof of claim was filed or is deemed filed under Section 501
of the Bankruptcy Code, such Claim is allowed under Section 502 of the
Bankruptcy Code or the person holding such Claim has accepted the Plan.
5. Except as otherwise expressly provided in the Plan or this Order, on
the Effective Date, without any further action, Reorganized DecisionOne will be
vested with all of the
<PAGE> 9
property of the Debtors' Estates free and clear of all Claims, Liens and
Interests and may operate its business and may use, acquire or dispose of its
assets free of any restrictions imposed by the Bankruptcy Code or by this Court.
Except as otherwise expressly provided in the Plan or this Order, all claims
against third parties on account of, and all causes of action owed to or in
favor of, either Debtor or both of them (including, without limitation, any
claims, rights or causes of action arising under Sections 544, 547, 548, 549 and
550 of the Bankruptcy Code) are hereby preserved, retained for enforcement
solely and exclusively by and at the discretion of Reorganized DecisionOne and
are vested in Reorganized DecisionOne on the Effective Date.
6. The provisions in Articles 9 and 10 of the Plan governing
distributions, reserves and the procedures for resolving and treating Disputed
Claims under the Plan are hereby approved and found to be fair and reasonable.
7. On the Effective Date, the transfers of assets by the Debtors
contemplated by the Plan shall (a) be legal, valid and effective transfers of
property, (b) vest or will vest in the transferee good title to such property
free and clear of all Claims, Interests and Liens, except those provided for in
the Plan or this Order, (c) do not or will not constitute fraudulent conveyances
under any applicable law and (d) do not and will not subject the Debtors,
Reorganized DecisionOne or property so transferred to any liability by reason of
such transfer under applicable law or any theory of law including, without
limitation, any theory of successor or transferee liability.
8. Reorganized DecisionOne is hereby appointed the Distribution Agent
under the Plan and is authorized and directed to take any and all actions
contemplated to be taken by the Distribution Agent under the Plan.
<PAGE> 10
9. The number of shares of New Common Stock to be issued to the holders
of Allowed Claims in Class D4 in full satisfaction of all such Claims pursuant
to Section 5.11 of the Plan will be the number of shares representing the
percentage of the total equity of Reorganized DecisionOne issued on the
Effective Date calculated by dividing the principal amount of the Holdings Loan
by $59.3 million, the total equity value of Reorganized DecisionOne.
10. Each holder of a DIP Facility Claim that is an Allowed Claim shall
be entitled to receive on the later of (a) the Effective Date and (b) the date
such DIP Facility Claim becomes payable pursuant to any agreement between the
Debtors and such holder, either (i) Cash equal to the unpaid portion of such DIP
Facility Claim or (ii) such other treatment as to which the Debtors and such
holder shall have agreed upon in writing.
Releases, Exculpations and Injunctions
11. On the Effective Date, the releases, exculpations and other
provisions set forth in Sections 12.1, 12.2, 12.3, 12.5 and 12.6 of the Plan
shall be effective and fully enforceable in accordance with their terms.
12. Unless otherwise provided in the Plan or this Order, all
injunctions and stays provided for in the Case pursuant to Sections 105 and 362
of the Bankruptcy Code or otherwise in effect on the Confirmation Date, shall
remain in full force and effect until the Effective Date. Unless otherwise
provided in the Plan or this Order, from and after the Effective Date, all
persons are permanently enjoined from, and restrained against, commencing or
continuing in any court any suit, action or other proceeding, or otherwise
asserting any claim or interest, seeking to hold (a) Reorganized DecisionOne,
(b) the property of Reorganized DecisionOne, (c) any of the Releasees or (d) any
of the Banks (or their respective successors or assigns) liable for any claim,
obligation, right, interest, debt or liability that has been discharged or
released pursuant to Sections 11.1, 12.1, 12.2, 12.3, 12.5
<PAGE> 11
or 12.6 of the Plan.
Executory Contracts and Unexpired Leases
13. Pursuant to Section 1123(b)(2) of the Bankruptcy Code and Section
8.1.1 of the Plan, all executory contracts and unexpired leases shall be deemed
assumed by Reorganized DecisionOne on the Effective Date unless such contracts
or leases were either (a) expressly rejected prior to the Confirmation Date or
(b) are the subject of a pending motion by the Debtors to reject on the
Confirmation Date. Notwithstanding anything to the contrary contained in this
Order, on the Effective Date, (c) DecisionOne shall be deemed to have assumed,
pursuant to Section 365 or 1123 of the Bankruptcy Code, the Debtors' agreements
with Pryor Cashman Sherman & Flynn LLP and Chanin and Company LLC providing for
the payment by the Debtors of certain professional fees incurred by the
Consenting Holders in connection with the negotiation of the Plan and (d)
DecisionOne shall be deemed to have rejected the consulting agreement, dated as
of August 7, 1997, between Holdings and Donaldson, Lufkin & Jenrette Securities
Corporation and no further amounts shall be due with respect to the advisory fee
payable to Donaldson, Lufkin & Jenrette Securities Corporation thereunder.
14. An Allowed Claim under an executory contract or an unexpired lease
that has been rejected, if any, shall constitute a Class D2 Claim, if secured,
or a Class D3 Claim, if unsecured.
15. The obligations of DecisionOne to indemnify, reimburse and limit
the liability of, the persons who are serving or who have served as directors or
officers of either Debtor pursuant to its certificate of incorporation, by-laws,
applicable state law, specific agreements or any combination of the foregoing,
shall survive the confirmation of the Plan, remain
<PAGE> 12
unaffected thereby and not be discharged, irrespective of whether
indemnification, reimbursement or limitation of liability is owed in connection
with an event occurring before, on or after the Filing Date.
16. Reorganized DecisionOne will continue and maintain the Momentum
Technologies, Inc. Pension Plan (the "Pension Plan") as the contributing sponsor
within the meaning of the Employee Retirement Income Security Act of 1974, 29
U.S.C. Sections 1001 et seq., as amended ("ERISA"). Reorganized DecisionOne
will comply with all funding and other requirements of ERISA. Any claim by the
Pension Plan or the Pension Benefit Guaranty Corporation will not be discharged,
or affected in any way, by the Plan as confirmed.
Approval of Agreements
17. On the Pre-Effective Date, the Holdings Loan and the Holdings Stock
Exchange shall occur, and upon completion of the Holdings Stock Exchange and the
Holdings Loan, the Liquidation shall occur. The Holdings Stock Exchange, the
Holdings Loan and the Liquidation shall be deemed authorized and approved in all
respects without any requirement of further action by the shareholders or
directors of Holdings or the shareholders or directors of DecisionOne, and the
appropriate officers of Holdings and DecisionOne are authorized and directed to
execute and deliver any agreements, documents and instruments contemplated by
the Plan or required in connection with the Holdings Stock Exchange, the
Holdings Loan and the Liquidation.
18. On the Effective Date, Reorganized DecisionOne is hereby authorized
and directed to enter into each of the following agreements: (a) the New Bank
Documents, (b) the New Warrant Agreements, (c) the Bank Registration Rights
Agreement, (d) the New Revolving Credit Agreement and (e) all other agreements
or instruments required under any of
<PAGE> 13
the foregoing, in each case, substantially in the form contained in (or
described in any agreement contained in) the Plan Supplement (subject to such
modifications that are consistent with the terms of the Plan as the Debtors may
approve).
19. In accordance with Section 1142 of the Bankruptcy Code, the
Debtors, Reorganized DecisionOne and any other person designated pursuant to the
Plan is authorized, empowered and directed to execute, deliver, file and record
any document, and to take any action necessary or appropriate to implement,
consummate and otherwise effect the Plan in accordance with its terms in all
material respects, and all such persons shall be bound by the terms and
provisions of all documents executed and delivered by them in connection with
the Plan.
20. All persons holding Claims against and Interests in the Debtors
that are dealt with under the Plan are hereby directed to execute, deliver, file
and record any document, and to take any action necessary or appropriate to
implement, consummate and otherwise effect the Plan in accordance with its terms
in all material respects, and all such persons shall be bound by the terms and
provisions of all documents executed and delivered by them in connection with
the Plan.
Miscellaneous
21. This Order shall be deemed to constitute all approvals and consents
required, if any, by the laws, rules or regulations of any state or any other
governmental authority with respect to the implementation or consummation of the
Plan and any other documents, instruments or agreements (and any amendments or
modifications thereto) and any other acts referred to in, or contemplated by,
the Plan or the Disclosure Statement.
22. The obligations of Reorganized DecisionOne under each of the New
Term Loan Credit Agreement and the New Revolving Credit Agreement shall be
secured by valid, binding and enforceable liens on the collateral specified in
the relevant security agreements.
<PAGE> 14
23. In accordance with Section 1145 of the Bankruptcy Code, the offer
or issuance, sale, exchange or other transfer of shares of New Common Stock or
New Warrants are hereby exempt from the provisions of Section 5 of the
Securities Act of 1933, as amended, and any state or local law requiring
registration for the offer or sale of a security or registration or licensing of
the issuer, or an affiliate thereof, as an underwriter, broker or dealer in
securities.
24. Pursuant to Section 1146(c) of the Bankruptcy Code, the issuance,
transfer or exchange of any security under the Plan or the making or delivery of
any instrument of transfer pursuant to, in implementation of or as contemplated
by the Plan or the revesting, transfer or sale of any real or personal property
of the Debtors, Reorganized DecisionOne or the Estates pursuant to, in
implementation of or as contemplated by the Plan shall not be taxed under any
federal, state or local law imposing a stamp tax, a recording tax, a transfer
tax or similar tax or fee.
25. All shares of New Common Stock to be issued pursuant to the Plan
shall be, upon such issuance, validly issued, fully paid and non-assessable.
26. Except as otherwise provided in the Plan, on the Effective Date,
any Lien securing any Secured Claim shall be deemed released, and the person
holding such Secured Claim shall be authorized and directed to release any
collateral or other property of the Debtors (including without limitation, any
cash collateral) held by such person and to take such actions as may be
requested by Reorganized DecisionOne to evidence the release of such Lien,
including, without limitation, the execution, delivery and filing or recording
of such releases as may be requested by Reorganized DecisionOne.
27. The appropriate state or local governmental officials are hereby
directed, upon the presentation of a copy of this Order, to terminate the
filings evidencing any security interests
<PAGE> 15
against any property of the Debtors deemed released under the immediately
preceding paragraph. This Court hereby retains jurisdiction to enforce the
foregoing directions.
28. Subject to further orders of the Court, at any time prior to the
Effective Date, the Debtors or Reorganized DecisionOne may apply to the
Bankruptcy Court (a) to modify the Plan in accordance with Section 15.1 of the
Plan and Section 1127 of the Bankruptcy Code, (b) to remedy defects or omissions
in the Plan or to reconcile inconsistencies in the Plan or (c) to revoke and
withdraw the Plan in accordance with Section 15.2 of the Plan.
29. The failure to reference or discuss any particular provision of the
Plan in this Order shall have no effect on the validity, binding effect and
enforceability of such provision and such provision shall have the same
validity, binding effect and enforceability as every other provision of the
Plan.
30. If any or all of the provisions of this Order are hereafter
modified, vacated or reversed by subsequent order of this or any other court,
such reversal, modification or vacation shall not affect the validity of the
acts or obligations incurred or undertaken under or in connection with the Plan
prior to the Debtors' receipt of written notice of any such order; nor shall
such reversal, modification or vacation of this Order affect the validity or
enforceability of such act or such obligations. Notwithstanding any reversal,
modification or vacation of this Order, any such act or obligation incurred or
undertaken pursuant to and in reliance on this Order prior to the effective date
of such reversal, modification or vacation shall be governed in all respects by
the provisions of this Order and the Plan and all documents, instruments and
agreements related thereto or any amendments or modifications thereto.
31. Notwithstanding any provision in the Plan, this Order or any bar
date order to the contrary, (a) there shall be no bar date with respect to
claims of the United States, including, but not limited to, any claims that may
arise due to the transactions contemplated by the Plan or effected as a result
of the Plan, and (b) all rights and claims of the United States (i) shall not
<PAGE> 16
be discharged, impaired or adversely affected by the Plan, this Order or the
bankruptcy cases, (ii) shall survive the bankruptcy cases as if the bankruptcy
cases had not been commenced and (iii) shall be determined in the manner and by
the administrative or judicial tribunals in which such rights or claims would
have been resolved or adjudicated had the bankruptcy cases not been commenced.
32. Promptly after entry of this Order, the Debtors shall cause a
notice of this Order to be mailed to all known creditors and other parties in
interest.
33. This Court hereby retains jurisdiction over the Case to the full
extent provided for in Article IV of the Plan.
Dated: Wilmington, Delaware
March , 2000
-------------------------------
Judge
<PAGE> 1
Exhibit 99.1
FOR IMMEDIATE RELEASE MEDIA CONTACT: Michael Geczi and John Dillard
Sitrick And Company
(212) 573-6100
(310) 788-2850
William Beaumont
Vice President, Marketing
DecisionOne
(610) 296-6000
DECISIONONE REORGANIZATION PLAN IS CONFIRMED BY COURT;
COMPANY COMPLETES RESTRUCTURING
FRAZER, PA, MARCH 23, 2000 - DECISIONONE CORPORATION today
announced that on March 21, 2000 the U.S. Bankruptcy Court in Delaware
had confirmed the company's prepackaged plan of reorganization,
completing its restructuring process begun January, 1999.
As previously announced, on February 14, 2000, DecisionOne
submitted the plan for court confirmation with the unanimous support of
its relevant creditor groups.
"The court confirmation of the plan of reorganization
completes our restructuring efforts and clears the way for DecisionOne
to reemerge as a company that is stronger financially and more
competitive as a premier technology services company," stated George De
Sola, chief executive officer. "The successful culmination of this
process would not have been possible without the support and loyalty of
our employees, our customers, our lending group and our suppliers. The
company is very thankful for that support.
"We are looking forward, with great optimism, to a new phase
in DecisionOne's development," De Sola added. "We have exceptional
assets, including an excellent staff of service professionals, a strong
service infrastructure and a first-class customer base. This, coupled
with already-implemented operating improvements, a significantly
improved balance sheet, a healthy cash position and an improved expense
structure, forms a strong foundation for future growth."
About the Plan of Reorganization Under the terms of the
restructuring plan, DecisionOne's bank lending group will exchange
approximately $523 million in existing indebtedness for approximately
94.5% of the reorganized company's equity and $250 million in new
senior secured bank debt.
The holders of the company's 9-3/4% Senior Subordinated Notes
due 2007 will exchange their Notes for approximately 5% of the
reorganized company's equity and warrants to purchase up to an
additional 10.8% of the reorganized company's equity at various
exercise prices. The holders of the 11-1/2% Senior Discount Debentures
due 2008 issued by DecisionOne Holdings Corp., and DecisionOne
Holdings' other unsecured creditors, will receive a total of
approximately 0.5% of the reorganized company's equity.
1
<PAGE> 2
The holders of the common stock of DecisionOne Holdings Corp. (OTCBB:
DOCIQ) will not receive any distribution under the terms of the
agreement, and such stock will be cancelled.
The agreement further provides that the holders of the
company's 14% Senior Notes due 2006 would exchange their Notes for
warrants to purchase up to 6.2% of the reorganized company's equity at
various exercise prices.
As previously announced, the plan also provides that general
and trade creditors will be paid in full.
ABOUT DECISIONONE
Employing more than 5,000 people, DecisionOne is the largest
independent provider of multivendor computer maintenance and technology
support services in North America. Headquartered near Philadelphia, PA,
the Company provides services for a broad range of computing
environments, from the data center to the desktop, through one of the
industry's largest service infrastructures. DecisionOne has an
impressive roster of customers, representing more than 50 percent of
Fortune 1000 companies. For more information regarding DecisionOne,
refer to the DecisionOne web site at http://www.decisionone.com.
This press release contains, in addition to historical
information, forward-looking statements that involve risks and
uncertainties. Such statements are based on management's current
expectations and are subject to a number of uncertainties and risks
that could cause actual results to differ materially from those
described in the forward-looking statements. Factors that may cause
such a difference include, but are not limited to, those described
under "Risk Factors" in the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 1999.
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