Joint Consolidated Liquidating Plan of Reorganization

Exhibit 99.3 -- Order of Confirmation


IN THE UNITED STATES BANKRUPTCY COURT


FOR THE DISTRICT OF DELAWARE


----------------------------------- --------------------------------------x In re : Chapter 11
: CELLNET DATA SYSTEMS, INC., ET AL., : Case No. 00-844 (PJW)
:
: (Jointly Administered)
Debtors. :
: --------------------------------------x
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ORDER CONFIRMING THE AMENDED AND RESTATED
JOINT CONSOLIDATED LIQUIDATING PLAN OF REORGANIZATION
DATED AS OF JULY 11, 2000


WHEREAS, CellNet Data Systems, Inc. ("CellNet") and its remaining subsidiaries 1/ (together with CellNet, collectively, the "DEBTORS") having filed the Joint Consolidated Liquidating Plan of Reorganization and the Disclosure Statement for the Joint Consolidated Liquidating Plan of Reorganization, each dated as of June 4, 2000 and having filed the Amended and Restated Disclosure Statement for the Amended and Restated Joint Consolidated Liquidating Plan of Reorganization, dated as of July 11, 2000 (the "DISCLOSURE STATEMENT") and the Amended and Restated Joint Consolidated Liquidating Plan of Reorganization, dated as of July 11, 2000 (the "Plan"); 2/ and


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1/ The following entities are the remaining subsidiaries of the Parent: CellNet Funding, L.L.C., CellNet Data Retrofit Services, Inc., CellNet Data Services, Inc., CellNet Data Services (AZ), Inc.,CellNet Data Services (CA), Inc., CellNet Data Services (IS), Inc., CellNet Data Services (KC), Inc., CellNet Data Services (ME), Inc., CellNet Data Services (MSP), Inc., CellNet Data Services (NH), Inc., CellNet Data Services (PA), Inc., CellNet Data Services (SF), Inc., CellNet Data Services (SL), Inc., CellNet Data Services (TX), Inc., CN Holdings, Inc., CN Holdings (TX), Inc., CN Frequency (ME), Inc., CN Frequency (NH), Inc., CN Frequency (PA), Inc., CN Frequency (SF), Inc. and CN Partners (TX), L.P.


2/ Unless otherwise defined, capitalized terms used herein shall have the meanings as set forth in the Plan.


WHEREAS, on July 11, 2000, upon finding that the Disclosure Statement satisfied the requirements of section 1125 of Chapter 11 of Title 11 of the United States Code (the "BANKRUPTCY CODE"), the Court entered an order (the "DISCLOSURE STATEMENT ORDER"), INTER ALIA, approving the Disclosure Statement, approving the Debtors' ballots and solicitation procedures, fixing the voting and objection deadlines at 2:00 p.m. and 4:00 p.m., respectively, on August 11, 2000, fixing the Confirmation Hearing for August 16, 2000 at 2:00 p.m., and approving the forms of notice to be sent to each Class of Claims or Interests, including the notice of the Confirmation Hearing (the "CONFIRMATION HEARING NOTICE"); and


WHEREAS, The Altman Group, Inc., the Debtors' Ballot Agent, transmitted the Disclosure Statement, the Disclosure Statement Order, the Confirmation Hearing Notice and related solicitation materials in compliance with the Disclosure Statement Order, and such transmission is attested to in the affidavit of Kenneth L. Altman, sworn to August 10, 2000 and filed with the Clerk of the Court; and


WHEREAS, the Debtors caused the Confirmation Hearing Notice to be published in compliance with the Disclosure Statement Order, and such publication is attested to in the affidavit of Kenneth L. Altman, sworn to on July 20, 2000 and the affidavit of Pamela J. Garstka, the Advertising Clerk of the Publisher of THE WALL STREET JOURNAL (National Edition), sworn to on July 20, 2000, both affidavits were filed with the Clerk of this Court; and


WHEREAS, the Debtors filed the affidavit of Kenneth L. Altman, sworn to on August 14, 2000, attesting to the tabulation of all ballots received from holders of Class 3 Claims under the Plan (Class 3 being the only Class to vote on the Plan) by August 11, 2000 at 2:00 p.m. and attesting to the results of the tabulation, with the Debtors receiving 154 acceptances out of 162 votes from Class 3 Claimants, with Class 3 Claimants who voted in favor of the Plan holding $386,298,575.28 in Allowed Claims, such acceptances being 95% in number and 99.9% in principal amount of all ballots received, in satisfaction of the requirements in section 1126 of the Bankruptcy Code; and


WHEREAS, the Court received objections from Itron, Inc., State of Missouri Department of Revenue ("STATE OF MISSOURI"), and two individual shareholders; and


WHEREAS, the Debtors submitted the Affidavit of John S. Dubel, the Chief Operating Officer of the Debtors, in support of the Debtors' Plan ("DUBEL AFFIDAVIT"); and


WHEREAS, the Debtors filed a memorandum of law in support of confirmation of the Plan (the "CONFIRMATION MEMORANDUM"); and


WHEREAS, the Confirmation Hearing was held on August 16, 2000;


NOW, THEREFORE, the Court having considered the Affidavits referred to above, the Confirmation Memorandum, the record of the Confirmation Hearing and the entire record of these Chapter 11 Cases, and after due deliberation thereon;


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IT IS HEREBY FOUND AND DETERMINED that:


1. CORE PROCEEDING (28 U.S.C. SECTION 157(b)(2)). This Court has jurisdiction under sections 1334(a) and (b) of title 28 of the United States Code and section 105 of the Bankruptcy Code to consider confirmation of the Plan and all provisions thereof. Confirmation of the Plan is a core proceeding under 28 U.S.C. section 157(b)(2).


2. TRANSMITTAL AND MAILING OF MATERIALS; NOTICE. The Disclosure Statement, Confirmation Hearing Notice, Disclosure Statement Order, and the ballots were transmitted and served in compliance with the Disclosure Statement Order and the Bankruptcy Rules and such transmittal and service were adequate and sufficient. Adequate and sufficient notice of the Confirmation Hearing was given in compliance with the Bankruptcy Rules and the Disclosure Statement Order, and no further notice is required.


3. PLAN COMPLIANCE WITH BANKRUPTCY CODE (11 U.S.C. SECTION 1129(a)(1)). The Plan complies with the applicable provisions of the Bankruptcy Code and Bankruptcy Rules thereby satisfying 11 U.S.C. section 1129(a)(1).


a. PROPER CLASSIFICATION (11 U.S.C. SECTIONS 1122, 1123(a)(1)). The Plan designates three (3) Classes of Claims and two (2) Classes of Interests. Classification of these Claims and Interests is proper and consistent with Section 1122 of the Bankruptcy Code because each Claim and each Interest classified in such Classes is substantially similar to the other Claims and Interests therein. The Plan thereby satisfies Section 1123(a)(1) of the Code.


b. SPECIFIED TREATMENT OF UNIMPAIRED CLAUSES (11 U.S.C. SECTION 1123(a)(2)). The Plan specifies that Classes 1 and 2 are not impaired under the Plan, thereby satisfying Section 1123(a)(2) of the Bankruptcy Code.


c. SPECIFIED TREATMENT OF IMPAIRED CLASSES (11 U.S.C. SECTION 1123(a)(3)). The Plan specifies the treatment of impaired Classes 3, 4 and 5, thereby satisfying section 1123(a)(3) of the Bankruptcy Code.


d. NO DISCRIMINATION (11 U.S.C. SECTION 1123(a)(4)). The Plan provides for the same treatment for each Allowed Claim or Interest in each respective Class unless the holder of such Claim or Interest has agreed to a less favorable treatment of such Claim or Interest, thereby satisfying Section 1123(a)(4) of the Bankruptcy Code.


e. IMPLEMENTATION OF THE PLAN (11 U.S.C. SECTION 1123(a)(5)). Section V of the Plan provides adequate and proper means for implementation of the Plan, thereby satisfying section 1123(a)(5) of the Bankruptcy Code.


f. NONVOTING EQUITY SECURITIES (11 U.S.C. SECTION 1123(a)(6)). Because the Debtors are no longer a going concern and their primary asset is Cash, the Debtors will not issue any securities nor will they continue in business as incorporated entities. Thus, Section 1123(a)(6) is inapplicable.


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g. CONTINUATION OF EXISTING CORPORATE OFFICERS AND DIRECTORS (11 U.S.C. SECTION 1123(a)(7)). In accordance with Section 1123(a)(7) the continuation of the Chief Operating Officer and the Vice President and Secretary is consistent with the interests of creditors and with public policy.


h. IMPAIRMENT OF CLASSES (11 U.S.C. SECTION 1123(b)(1)). In accordance with section 1123(b)(1) of the Bankruptcy Code, Section III of the Plan impairs or leaves unimpaired, as the case may be, each Class of Claims and Interests under the Plan.


i. REJECTION OF EXECUTORY CONTRACTS (11 U.S.C. SECTION 1123(b)(2)). The Plan constitutes a motion by the Debtors to (a) reject as of the Effective Date all executory contracts to which such Debtor is a party, except the executory contracts specified in Schedule II of the Plan, and (b) assume the executory contracts specified in Schedule II of the Plan, with cure payments to be made on the First Distribution Date.


j. EXCULPATION (11 U.S.C. SECTION 524(e) OBJECTION). Section VII(B) of the Plan complies with the limitations of section 524(e) of the Bankruptcy Code. Section 1125(e) of the Bankruptcy Code provides a similar safe harbor for postpetition conduct of debtors and others. Section 1129(a)(2) of the Code requires the Court to evaluate the Debtors' postpetition conduct. The exculpatory language of the Plan, which is limited to postpetition conduct, is consistent with section 1129(a)(2) and 1125(e) of the Plan. The State of Missouri has objected to the exculpatory language of the Plan but has not identified any actual harm from such language, indicating mootness of their arguments and a lack of standing as to its arguments. The Plan clearly provides for full payment of the S ...