SENIOR CREDIT FACILITY WAIVER LETTER



 Exhibit 10.1 
  
 

 
 JPMorgan Chase Bank, N. A. 
  
 July 20, 2005 
  
 Matrix Service Company 
 Attn: Michael J. Hall, Chief Executive Officer 
 10701 East Ute Street 
 Tulsa, OK 74116 
  
 All Other Loan Parties Under the Credit 
 Agreement Described Below 
  

	 	Re:	Credit Agreement dated as of March 7, 2003 among Matrix Service Company, as “Borrower,” the Lenders described therein, and JPMorgan Chase Bank, N.A. (successor by
merger to Bank One, N.A. (Main Office, Chicago)), as a Lender, LC Issuer, and as Agent for the Lenders, and others, as amended (as amended, the “Credit Agreement”) 

  
 Gentlemen: 
  
 This is in regard to the above-referenced Credit Agreement. Capitalized terms not defined in this waiver letter and amendment have the same meanings as in
the Credit Agreement. 
  
 Borrower has asked for a waiver of
certain provisions of the Credit Agreement and certain other Loan Documents as follows (such waivers collectively the “Sale Waivers”): (i) a partial waiver of Sections 6.4 and 6.13 of the Credit Agreement to allow sales outside the
ordinary course of business by Borrower or one or more of its Subsidiaries (such Person who is the selling party is hereinafter referred to as the “Seller”) of the property described on the attached Exhibit “A” (the
“Sale Property”) (which property Borrower has determined to be surplus, not necessary for Borrower’s business plans or otherwise in the Borrower’s best interests to sell), according to the terms set forth on Exhibit
“A” (collectively the “Subject Sales” and each a “Subject Sale”), (ii) a partial waiver of the provisions of Section 2.1.5 of the Credit Agreement so that the $10,000,000.00 amount set forth in
Section 2.1.5(i) shall be reduced by the amount of proceeds received from any Subject Sale only to the extent that, on the date of Borrower’s receipt of the first proceeds from such Subject Sale, there exists any outstanding principal
balance of Revolver B, (iii) a partial waiver of 

  

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Section 6.23 of the Credit Agreement to allow the particular Sale and Leaseback Transaction described in general terms as Item B on Exhibit
“A”, and (iv) a partial waiver of Section 4.1.5 of the Security Agreement and Exhibit B, paragraph 8 of the applicable Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement (the
“Mortgage”) by the Seller in favor of the Agent, to the extent any of the Subject Sales may be restricted, limited or prohibited by the Mortgage. 
  
 The Lenders shall have agreed to grant the Sale Waivers upon the satisfaction of the following: 
  
 (a) execution and delivery of this waiver letter and amendment by the Loan
Parties, the Agent and all Lenders; and 
  
 (b) payment by
Borrower of all currently invoiced legal fees of Agent and Lenders and all currently invoiced fees of Capstone Corporate Recovery, LLC. 
  
 Notwithstanding the foregoing, the Sale Waivers shall be applicable only to any Subject Sale that meets the following requirements (collectively the “Subject Sale
Requirements”): 
  
 (i) except as specifically set forth on
Exhibit “A”, such Subject Sale shall be for cash paid to the Seller in full on or before closing and before transfer of possession or delivery of the applicable Sale Property to the purchaser; 
  
 (ii) the sale price for each item of Sale Property shall be no less than the
amount set forth on Exhibit “A” unless otherwise agreed by the Required Lenders; 
  
 (iii) all other terms of such Subject Sale shall be in accordance with Exhibit “A”; 
  
 (iv) all “Net Cash Proceeds” (as defined below) of such Subject
Sale shall be paid to Agent immediately upon receipt by the applicable Loan Party for application to the Obligations as provided in Exhibit “A”; 
  
 (v) all requirements relating to such Subject Sale set forth on Exhibit “A” are met; 
  
 (vi) the definitive agreements for such Subject Sale shall be acceptable to
Agent and Agent’s counsel; 
  
 (vii) such Subject Sale must
be closed and all Net Cash Proceeds paid to Agent on or before September 30, 2005; and 
  
 (viii) there does not exist at the time of closing such Subject Sale any Unmatured Default or Default. 
  
 Borrower also hereby agrees with the Lenders as follows: 
  
 (a) within two (2) Business Days of closing of each Subject Sale, Borrower shall deliver to Agent a completed Borrowing Base Certificate prepared as
of the time immediately after closing of such Subject Sale, certified by the chief financial officer of the Borrower; 
  

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 (b) from and after the closing of such Subject Sale and until the delivery of the Borrowing Base
Certificate described in (a) above, notwithstanding anything to the contrary in Exhibit “A”, the Borrowing Base shall be immediately reduced by the amount of proceeds required to be paid to Agent for application to the
Revolving Loan, and after the delivery of such Borrowing Base Certificate the Borrowing Base shall be calculated as provided in the Credit Agreement; and 
  
 (c) all rights, interests and claims of the Loan Parties, or any of them, under or related to any of the Subject Sales, including but not limited to the
right to receive any payments under or arising from any of the Subject Sales, are and shall be part of and included in the Collateral, and to the extent necessary all Loan Documents are hereby amended to reflect the preceding provisions of this
subparagraph (c). 
  
 The term “Net Cash Proceeds” in
regard to any Subject Sale shall mean the amount of cash received by the Seller and all other Loan Parties on account of or arising from the closing of such Subject Sale minus the sum of the Seller’s reasonable and necessary expenses incurred
in connection with the negotiation and consummation of such Subject Sale. 
  
 To the extent a Sale Waiver is applicable to any particular Sale Property, Agent shall, and is authorized by all Lenders to, release all mortgages, liens and security interests encumbering such Sale Property upon
receipt by Agent of (i) Net Sale Proceeds from the applicable Subject Sale in an amount greater than or equal to (or constituting) the Release Price reflected on Exhibit “A” or such other amount as may be authorized by the
Required Lenders and (ii) a written report itemizing all deductions from the gross sales price used to arrive at the amount of Net Cash Proceeds. 
  
 The waivers described above are limited to Subject Sales that meet the Subject Sale Requirements and shall not waive any provisions of the Credit
Agreement or any of the other Loan Documents as they may relate to any other facts and circumstances. The Subject Sales described in this waiver letter and amendment are mutually exclusive of those Subject Sales (the “Other Subject Sales”)
described in that certain waiver letter and amendment dated on or about June 8, 2005 (the “Other Waiver Letter”), and none of the Other Subject Sales shall be affected or addressed by the terms of this waiver letter and amendment, nor
shall any of the Subject Sales described herein be affected or addressed by the Other Waiver Letter. 
  
 This waiver letter and amendment shall constitute a supplement and amendment to the Credit Agreement. From and after the date hereof, references in the
Credit Agreement to “this Agreement” and like terms shall be deemed to be references to the Credit Agreement as supplemented by this waiver, and as otherwise amended, supplemented, restated or otherwise modified from time to time in
accordance with the Loan Documents. References in the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as supplemented by this waiver letter and amendment and as further amended, supplemented,
restated or otherwise modified from time to time. This waiver letter and amendment is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in
accordance with the terms and provisions of the Credit Agreement. The Credit Agreement as supplemented by this waiver letter and amendment is ratified and confirmed in all respects, and all other Loan Documents are hereby ratified and confirmed in
all respects. 
  
 Except as expressly provided hereby, all of the
representations, warranties, terms, covenants and conditions of the Credit Agreement and the other Loan Documents shall remain unamended and unwaived and shall continue to be, and shall remain, in full force and effect in accordance with their


  

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respective terms, including express limitations therein relating to the date on which such representations and warranties were made. The waiver and
agreements set forth herein shall be limited precisely as provided for herein, and shall not be deemed to be a waiver of, amendment to, consent to or modification of any other term or provision of the Credit Agreement or of any event, condition, or
transaction on the part of the Borrower or any other Person which would require the consent of the Agent or any of the Lenders. 
  
 The Borrower and each Loan Party, for itself and on behalf of all its predecessors, successors, assigns, agents, employees, representatives, officers,
directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys (collectively the “Releasing Parties”), hereby releases and forever
discharges Agent and each Lender and their respective successors, assigns, partners, directors, officers, agents, attorneys, and employees from any and all claims, demands, cross-actions, controversies, causes of action, damages, rights, liabilities
and obligations, at law or in equity whatsoever, known or unknown, whether past, present or future, now held, owned or possessed by the Releasing Parties, or any of them, or which the Releasing Parties or any of them may, as a result of any actions
or inactions occurring on or prior to the date hereof, hereafter hold or claim to hold under common law or statutory right, arising, directly or indirectly out of any Loan or any of the Loan Documents or any of the documents, instruments or any
other transactions relating thereto or the transactions contemplated thereby. Borrower and each Loan Party understands and agrees that this is a full, final and complete release and agrees that this release may be pleaded as an absolute and final
bar to any or all suit or suits pending or which may hereafter be filed or prosecuted by any of the Releasing Parties, or anyone claiming by, through or under any of the Releasing Parties, in respect of any of the matters released hereby, and that
no recovery on account of the matters described herein may hereafter be had from anyone whomsoever, and that the consideration given for this release is no admission of liability. 
  
 Please indicate your approval of the terms and provisions hereof by executing this letter in the space provided below.

  
 This waiver letter and amendment may be executed in any number
of counterparts, all of which together shall constitute a single instrument, and it shall not be necessary that any counterpart be signed by all the parties hereto. A facsimile copy of this waiver letter and amendment and signatures thereon shall be
considered for all purposes as originals. 
  

			
	 Yours very truly,

	 
	 J. P. MORGAN CHASE BANK, N.A., as Agent

		
	By:	 	 /s/ Hal E. Fudge        

	 	 	 Hal E. Fudge, First Vice President



  

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	ACCEPTED AND AGREED TO:
	 
	Borrower:
	 
	MATRIX SERVICE COMPANY
	 
		
	 By:
	 	 /s/ Michael J. Hall

	 	 	 Michael J. Hall, Chief Executive Officer

	 
	Loan Parties:
	 
	 MATRIX SERVICE INC., an Oklahoma
 corporation; MATRIX SERVICE INDUSTRIAL
 CONTRACTORS, INC. (formerly known
 as MATRIX SERVICE MID-CONTINENT,
 INC.), an Oklahoma
corporation; MATRIX
 SERVICE, INC. CANADA, an Ontario, Canada
 corporation; HAKE GROUP, INC., a Delaware
 corporation; BOGAN, INC. (including

Fiberspec, a division), a Pennsylvania
 corporation; MATRIX SERVICE
 SPECIALIZED TRANSPORT, INC.
 (formerly known as FRANK W. HAKE,
 INC.), a Pennsylvania corporation; HOVER
 SYSTEMS, INC., a Pennsylvania corporation;
 I & S, INC.,
a Pennsylvania corporation;
 MCBISH MANAGEMENT, INC., 
 a Pennsylvania corporation; MECHANICAL
 CONSTRUCTION, INC., a Delaware
 corporation; MID-ATLANTIC
 CONSTRUCTORS, INC., a
Pennsylvania
 corporation; TALBOT REALTY, INC., 
 a Pennsylvania corporation; BISH
 INVESTMENTS, INC., a Delaware
 corporation; I & S JOINT VENTURE, L.L.C., 
 a
Pennsylvania limited liability company

	 
	 
	By:	 	/s/ George L.
Austin                                       
 
	 	 	 George L. Austin, Vice President


  

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	 Lenders:

	
	 J. P. MORGAN CHASE BANK, N.A.

		
	 By:
	 	 /s/ Hal E. Fudge

	 	 	 Hal E. Fudge, First Vice President

	
	WACHOVIA BANK, NATIONAL ASSOCIATION
		
	 By:
	 	 /s/ Patrick McGovern

	 	 	 Patrick McGovern, Senior Vice President

	
	UMB BANK, N.A.
		
	 By:
	 	 /s/ Michael P. Nash

	 	 	 Michael P. Nash, Senior Vice President

	
	WELLS FARGO BANK, NA
	 (formerly known as Wells Fargo Bank Texas, NA)

		
	 By:
	 	 /s/ Roger Fruendt

		
	 	 	 Roger Fruendt, Senior Vice President

	
	INTERNATIONAL BANK OF COMMERCE,
	 successor in interest to
 LOCAL OKLAHOMA
BANK,
 an Oklahoma Banking Corporation
 formerly known as LOCAL
OKLAHOMA BANK, NA,

		
	 By:
	 	 /s/ David Moore

	 	 	 David Moore, Senior Vice President


  

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 Exhibit “A” 
  

															
	 Item

	  	 Common Name

	  	 Legal Description of Any
Real Property Included
 (As Applicable)

	  	Price

	  	Release
Price

	  	 Payment and Certain
 Other Terms

	  	 Application of Net Sale
Proceeds after Receipt by
Agent


	 A
	  	 4300 E. 36th
Street Facility, Tulsa, OK (Office/Fabrication/
 Warehouse)
	  	See Item 1 of attached Schedule A-1	  	$	725,000	  	$	680,000	  	Net Cash Proceeds paid at closing	  	Term Loan in inverse order of maturity
							
	 B
	  	10701 E. Ute Street, Tulsa, OK (Corporate Offices/Warehouse)	  	See Item 2 of attached Schedule A-1	  	$	750,000	  	$	710,000	  	Sale and Leaseback Transaction. Sale price of $750,000, with Net Cash Proceeds paid at closing. Lease terms shall be acceptable to Agent	  	Term Loan in inverse order of maturity
							
	 C
	  	1.16 acres of land in Orange County, CA (Excess Land)	  	See Item 3 of attached Schedule A-1	  	$	850,000	  	$	800,000	  	Net Cash Proceeds paid at closing. Closing must occur on or before August 31, 2005	  	Term Loan in inverse order of maturity

  

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	 Item

	  	 Common Name

	  	 Legal Description of Any
Real Property Included
(As Applicable)

	  	Price

	  	Release
Price

	  	 Payment and Certain
Other Terms

	  	 Application of Net Sale
Proceeds after Receipt by
Agent


							
	 D
	  	Rigging Business and Related Assets	  	See Item 5 of attached Schedule A-1	  	$	1,500,000	  	$	1,500,000	  	Net Cash Proceeds paid at closing	  	First $900,000 paid to Agent shall be applied to Term Loan in inverse order of maturity. Any additional proceeds paid to Agent prior to or on the date one year after closing are to be applied to
the Revolving Loan (with no corresponding reduction in the Revolving Loan Commitment); any proceeds paid after such date shall be applied to the Term Loan in the inverse order of maturity

  

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 SCHEDULE A-1 
  
 Description of Assets to be Sold 
  

	1.	4300 E. 36th Street, Tulsa, Oklahoma (Tulsa County)


  
 The vacant tank construction,
storage and office facilities located on 417,300 square feet of land at 4300 E. 36th Street Facility, Tulsa,
Oklahoma. The facilities being sold include: 
  
 11,930 square
foot office building 
 55,830 square foot manufacturing building 
 6,000 square foot storage building 
 6,000
square foot storage building 
 4,300 square foot storage building 
  
 Legal description: 
  
 TRACT I: 
  
 All that part of the North Half of the Northwest Quarter of the Northeast Quarter (N/2 NW/4 NE/4), lying North of the Atchison, Topeka and Santa Fe
Railway Right-of Way, in Section Twenty-One (21), Township Twenty (20) North, Range Thirteen (13) East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States Government Survey thereof, LESS AND
EXCEPT the following tract, more particularly describes as follows: 
  
 BEGINNING at the Northeast corner of said NW/4 NE/4; thence West along the North boundary of said NW/4 NE/4 a distance of 143.97 feet to the center line of Toledo Avenue; thence South 0°53’03” West along the center line of
Toledo Avenue, a distance of 301.2 feet to a point in the northerly right-of-way line of the Atchison, Topeka and Santa Fe Railway Right-of-Way; thence North 81°26’00” East along the northerly right-of-way line of the Atchison, Topeka
and Santa Fe Railway Right-of-Way a distance of 150.92 feet to a point in the East boundary line of said NW/4 NE/4; thence North 0°04’00” East along the Easterly boundary line of said NW/4 NE/4 a distance of 278.56 feet to the Point of
Beginning. 
  
 AND 
  
 TRACT II: 
  
 A parcel of land in the County of Tulsa, State of Oklahoma, lying in the
Northwest Quarter of the Northeast Quarter (NW/4 NE/4) of Section Twenty-one (21), Township Twenty (20) North, Range Thirteen (13) East of the Indian Meridian, being that portion of that certain Tract Number 2 and that portion of that
certain Tract Number 3 described in award of referees entitled “In the United States Court for the Indian Territory, Northern District at Claremore. The Atchison, Topeka and Santa Fe Railway Company, Plaintiff –vs- Pierce P. Butler, Daniel
R. Butler, Kathleen P. Butler and the Cherokee Nation or Tribe of Indians, Defendants,” filed of record December 21, 1910 and recorded in Record 76, Page 527, records of said County described as follows: 
  

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 Beginning at the Northwesterly corner of said Tract Number 3, said corner being distant South 0 deg.
01’ 52” West along the Westerly line of said Northwest Quarter 426.85 feet from the Northwest corner of said Northwest Quarter; thence along the boundary of said Tract Number 3 and along the boundary of said Tract Number 2 the following
Three (3) courses: (1) North 81 deg. 32’ 24” East, 820.10 feet; thence (2) South 8 deg. 27’ 36” East, 50.00 feet; thence (3) North 81 deg. 32’ 24” East 330.09 feet to a line parallel with and distant
Westerly 25.0 feet measured at Right Angles from that certain center line course described in Easement Deed dated July 5, 1940, from W. D. Clark and Mary C. Patchin to Tulsa County, State of Oklahoma, recorded April 29, 1946 in Book 1428,
Page 622, records of said County, as “North and parallel to the North and South center line of Section 21 a distance of 409.4 feet more or less to the South Right-of-Way line of the County Highway”; thence South 1 deg. 03’
12” West along said parallel line, 76.05 feet to a line parallel with and distant Northerly 25.0 feet measured at right angles from the center line of that certain railroad track designated in the records of said Railway Company as the
“Illinois Division, Tulsa Subdivision, Main Line Track at Mohawk Station”; thence South 81 deg. 32’ 24” West along last said parallel line 1156.29 feet to the Westerly boundary of said Tract Number 3 said Westerly boundary being
along said Westerly line of said Northwest Quarter; thence North 0 deg. 01’ 52” East along said Westerly boundary 126.39 feet to the Point of Beginning. 
  

	2.	10701 E. Ute Street, Tulsa, Oklahoma (Tulsa County) 

  
 The corporate offices and a small warehouse located on 2.75 acres at 10701 E. Ute Street, Tulsa, Oklahoma. The office space is 20,400 square feet and the
warehouse space is 3,000 square feet. 
  
 Legal description:

  
 Lot Fifteen (15), Block One (1), WOLF POINT INDUSTRIAL PARKWAY
WEST, an Addition in the City of Tulsa, Tulsa County, State of Oklahoma, according to the recorded plat thereof. 
  

	3.	1.16 acres of excess land in Orange, CA (Orange County) 

  
 Vacant land parcel located behind 500 W. Collins Avenue, Orange, California, pictured as the “Subject” on the attached Schedule A-2.

  

	4.	Rigging Business 

  
 The rigging business and related materials and equipment are being sold by Matrix Services Specialized Transport. The material and equipment being sold
includes gantries, containers, hydraulic jacks, welders, trailers, jacking systems, trucks, tractors, cranes, forklifts and other specialty equipment. 
  
 See attached Schedule A-4 listing the detail of the materials and equipment to be sold in connection with the rigging business. 
  

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 SCHEDULE A-3 
  
 (Intentionally Omitted) 
  

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 SCHEDULE A-4 
  
 MATRIX SERVICE SPECIALIZED TRANSPORT 
 HAKE ASSET LIST - MATERIALS* 

					
	 GANTRIES
	  	 	  	 
	 	  	 	  	 ALL SMALL GANTRIES

			
	 CONTAINERS
	  	 	  	 
	 	  	 	  	 4 - GOOD STORAGE CONTAINER 40’ – EMPTY

	 	  	 	  	 2 - GOOD STORAGE CONTAINER 20’ – EMPTY

			
	 SPECIALTY
	  	 	  	 
	 	  	560225	  	 PORT STEEL BRIDGE 54’

	 	  	560226	  	 PORT STEEL BRIDGE 30’

	 	  	503355	  	 STRAND LIFT TOWER SECTIONS

	 	  	810090	  	 LOT 8 1”THK x 48”x48” CS PLATE

	 	  	560272	  	 10” DIAMETER LIFTING PIN

	 	  	503349	  	 JACKING TOWER

	 	  	 	  	 TURN TABLES

	 	  	 	  	 SWIVLE LIFT BEAM

	 	  	 	  	 CONCRETE COUNTERWEIGHT

	 	  	 	  	 SPREADER BEAMS & END CAPS

	 	  	 	  	 LIFTING BEAMS, STEEL AND STEEL PLATE

	 	  	 	  	 2 70 TON SCHNABELS

	 	  	 	  	 HYDRAULIC JACKS IN EDDYSTONE WHAREHOUSE

	 	  	 	  	 HYDRAULIC JACKS IN EDDYSTONE TOOL ROOM

	 	  	 	  	 HILLMAN DOLLIES AND HEAVY ROLLERS IN EDDYSTONE WAREHOUSE

	 	  	 	  	 SPECIAL DOLLEY SYSTEM

	 	  	 	  	 CHAINS AND BINDERS - IN EDYYSTONE WAREHOUSE

	 	  	 	  	 PORTA POWERS > 30 TON

	 	  	 	  	 1000ft OF WELDING LEAD

	 	  	 	  	 1000ft OF WELDING GROUND

	 	  	 	  	 4 STINGERS

	 	  	 	  	 ALL LARGE BOTTLE RACKS EXCLUDING ONE

	 	  	 	  	 10 SMALL BOTTLE RACKS

	 	  	 	  	 SHACKLES > 1 1/4 PIN

	 	  	 	  	 10 COMPLETE BURNING OUTFITS

	 	  	 	  	 TWIN PATHS AND SYNTHETIC SLINGS IN EDDYSTONE WAREHOUSE

	 	  	 	  	 ALL NON STEEL CHOKERS - NYLON STRAPS

	 	  	 	  	 ALL STEEL CHOCKERS

	 	  	 	  	 6 TUG BARS

	 	  	 	  	 2 FORKLIFT BOOMS FOR SMALL LIFTS

	 	  	 	  	 WATER PUMPS IN EDDYSTONE WAREHOUSE

	 	  	 	  	 AIR TUGGERS AND POWERED WINCHES IN EDDYSTONE WAREHOUSE

	 	  	 	  	 4 ROUST-A-BOUTS

	 	  	 	  	 4 MECHANICAL TORQUE WRENCHES


  

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 MATRIX SERVICE SPECIALIZED TRANSPORT 
 HAKE ASSET LIST - MATERIALS* 
  

					
	 	 	2 MAN BASKETS
	 	 	2 - 250 AMP ELECTRIC WELDERS
	 	 	TOOLS AND RIGGING IN RIGGER PICK UP TRUCKS
	 	 	ALL MATS AND TIMBERS
	 	 	ALL CONTENTS OF MECHANICS SHOP
	
	ALL PARTS, MANUALS, SPECIAL TOOLS, TIRES, RECORDS FOR THE ABOVE THAT ARE IN SELLERS POSSESSION AS OF THE CLOSING DATE
	* ASSETS LIMITED TO SUCH ITEMS OWNED BY MATRIX SERVICE SPECIALIZED TRANSPORT, INC. (“SELLER”) LOCATED AT THE EDDYSTONE FACILITY AND AT THE PROJECTS LISTED ON THIS EXHIBIT
“A” AT THE TIME OF CLOSING. THIS LIST SPECIFICALLY EXCLUDES ANY OF THE ASSETS OWNED BY MATRIX SERVICE COMPANY AND ANY OTHER MATRIX SERVICE COMPANY OWNED COMPANIES.

  

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 SCHEDULE A-4 
  
 MATRIX SERVICE SPECIALIZED TRANSPORT 
 HAKE ASSET LIST - CAPITAL EQUIPMENT* 
  

															
	 JACK-N-SLIDE
	  	 	  	 
	 	  	560231	  	 	  	HYDRAULIC JACK AND SLIDE #1
	 	  	560232	  	 	  	HYDRAULIC JACK AND SLIDE #2
	 	  	 	  	 	  	POWER UNITS FOR JACK N SLIDE
	 	  	503348	  	 	  	JACK & SLIDE
			
	 JACKING SYSTEMS
	  	 	  	 
	 	  	560233	  	 	  	1200T JACKING SYSTEM - VSL#3
	 	  	560234	  	 	  	1200T JACKING SYSTEM - ELGOOD
	 	  	560235	  	 	  	1200T JACKING SYSTEM - VSL#1
	 	  	560236	  	 	  	1200T JACKING SYSTEM VSL#2
	 	  	808748	  	 	  	200 TON CYLINDER
	 	  	503350	  	 	  	JACKING SYSTEM
	 	  	600304	  	 	  	POWER PACK
				
	 GANTRIES
	  	 	  	 	  	 
	 	  	 	  	 	  	400 TON STRAND LIFT SYSTEM w/ Four Strandjacks and Pump
	 	  	505784	  	 	  	500 TON LIFTIN GANTRY
	 	  	505781	  	 	  	300 TON GANTRY CRANE
	 	  	505783	  	 	  	350 TON HYDRAULIC GANTRY
	 	  	 	  	 	  	GANTRY TRACK
	 	  	600301	  	 	  	1992 TRAIL-EZE-TRAILER 30T
				
	 TRAILERS
	  	 	  	 	  	 
	 	  	600309	  	 	  	1976 TRANSCRAFT 40’-65’ S8
	 	  	600285	  	 	  	80’ TON LOWBED 7400
	 	  	670199	  	 	  	2 AXEL STINGER FOR 80T LOWBED
	 	  	670304	  	 	  	80 TON CAPACITY TANDEM DOLLY-D
	 	  	600284	  	 	  	1965 ROGERS 75 TON 75TLB 11
	 	  	670182	  	 	  	DD3 DROP DECK TRAILER
			
	 TRUCKS & TRACTORS
	  	 	  	 
								
	Year	  	Make	  	Penta #	  	VIN #	  	Enterprise
#	  	Leased
Y/N	  	Last	  	First
	 2000
	  	Ford F-250	  	670043	  	1FTNF20L2YED85635	  	J68320	  	Y	  	FOCHT	  	CHRIS
	 2000
	  	Ford F-250	  	670042	  	1FTNF20L9YED85633	  	J68321	  	Y	  	HANSEN JR	  	KNUD
	 2001
	  	Ford F-250	  	670044	  	1FTNF20L11EA27139	  	J68381	  	Y	  	MCDEVITT JR	  	JOHN

  

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 MATRIX SERVICE SPECIALIZED TRANSPORT 
 HAKE ASSET LIST - CAPITAL EQUIPMENT* 
  

															
	 2003
	  	Ford F-250	  	670053	  	1FTNF20L23EC08608	  	JL1700	  	Y	  	MESSNER	  	JOE
	 2003
	  	Ford F-250	  	670058	  	1FTNF20L53EB31300	  	JL1501	  	Y	  	ECKLER	  	CHUCK
	 2001
	  	Ford F-250	  	670045	  	1FTNF20L51EB70160	  	J69054	  	Y	  	VALENTINE	  	JIM
	 2003
	  	Chrysler Concord	  	670007	  	2C3HD36M83H558590	  	JL1577	  	Y	  	HANSEN SR	  	KNUD
	 2003
	  	Ford F-350	  	670145	  	1FDWF36L53ED00468	  	JL1892	  	Y	  	Mechanics w/boom	  	 
	 1989
	  	Mack Tractor	  	509333	  	1M2N187Y2KW026415	  	 	  	 	  	Dispatch	  	 
	 1989
	  	Mack Tractor	  	509334	  	1M2AY04Y6KM005398	  	 	  	 	  	Dispatch	  	 
	 1990
	  	Mack RB	  	670259	  	1M2AA06Y6LW006879	  	 	  	 	  	Dispatch	  	 
	 	  	 AUTOCAR T-104
 Tractor
 CRAWLER TRANSPORTER
	  	509338	  	DC10364SOH58143	  	 	  	 	  	Dispatch	  	 
								
	CRANES	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	505785	  	 	  	OVERHEAD CRANE OUTSIDE	  	 	  	 	  	 
	 	  	505786	  	 	  	INSIDE OVERHEAD 20 TON CRANE (SHARED USE)	  	 
								
	FORKLIFTS	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	Asset #	  	 	  	Make	  	Capacity	  	S/N	  	 	  	 
	 	  	503347	  	 	  	TAYLOR	  	20/40T	  	S-42-9834	  	 
	 	  	503346	  	 	  	CATERPILLAR	  	10T	  	68Y01634	  	 
	 	  	503345	  	 	  	1990 HYSTERLIFT	  	7.5T	  	F006A04464L	  	 
	 	  	503354	  	 	  	CATERPILLAR	  	4T	  	77X2622	  	 
	 	  	503344	  	 	  	YALE	  	4T	  	Damaged - Junk	  	 
	 	  	503340	  	 	  	CATERPILLAR	  	2T	  	4N882	  	 	  	 
	 	  	503343	  	 	  	Yale Walkie Stacker	  	 	  	B819N02384W	  	 
								
	SPECIALTY	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	400 AMP MILLER DIESEL WELDER	  	 	  	 
							
	 	  	 	  	 	  	Peachbottom laptop computer	  	 	  	 	  	 
	 	  	 	  	 	  	Office Furniture and Equipment in subleased areas	  	 
	
	ALL PARTS, MANUALS, SPECIAL TOOLS, TIRES, RECORDS FOR THE ABOVE THAT ARE IN SELLERS POSSESSION AS OF THE CLOSING DATE
	* ASSETS LIMITED TO SUCH ITEMS OWNED BY MATRIX SERVICE SPECIALIZED TRANSPORT, INC. (“SELLER”) LOCATED AT THE EDDYSTONE FACILITY AND AT PROJECTS PERFORMED BY THE SELLER AT
THE TIME OF CLOSING. THIS LIST SPECIFICALLY EXCLUDES ANY OF THE ASSETS OWNED BY MATRIX SERVICE COMPANY AND ANY OTHER MATRIX SERVICE COMPANY OWNED COMPANIES.

  

 19 








 SCHEDULE A-4 
  
 MATRIX SERVICE SPECIALIZED TRANSPORT 
 HAKE ASSET LIST - CHAINFALLS* 
  

							
	 Type

	  	Model

	  	 Description

	  	Quantity


	 Chainfall
	  	> 5 Ton	  	All located at Eddystone Wharehouse	  	All
	 Chainfall
	  	1/2 Ton 40’	  	1/2 Ton 31-40’ Drift Chainfall	  	2
	 Chainfall
	  	1 Ton 10’	  	1 Ton 1-10’ Drift	  	5
	 Chainfall
	  	1 Ton 20’	  	1 Ton 11-20’ Drift	  	10
	 Chainfall
	  	1 Ton 30’	  	1 Ton 21-30’ Drift	  	5
	 Chainfall
	  	1 Ton 40’	  	1 Ton 31-40’ Drift	  	3
	 Chainfall
	  	1-1/2 Ton 20’	  	1 1/2 Ton 11-20’ Drift	  	5
	 Chainfall
	  	1-1/2 Ton 30’	  	1-1/2 Ton 21-30’ Drift	  	2
	 Chainfall
	  	2 Ton 20’	  	2 Ton 11-20’ Drift	  	10
	 Chainfall
	  	2 Ton 30’	  	2 Ton 21-30’ Drift	  	5
	 Chainfall
	  	3 Ton 10’	  	3 Ton 1-10’ Drift	  	5
	 Chainfall
	  	3 Ton 20’	  	3 Ton 11-20’ Drift	  	10
	 Chainfall
	  	3 Ton 30’	  	3 Ton 21-30’ Drift	  	2
	 Chainfall
	  	3 Ton 40’	  	3 Ton 31-40’ Drift	  	2
	 Chainfall
	  	3 Ton 60’	  	3 Ton 51-60’ Drift	  	2
	 Com-a-long, Cable
	  	6000-15	  	3 Ton Com-a-long - Cable	  	2
	 Com-a-long, Cable
	  	3000-30	  	1-1/2 Ton Com-a-long - Cable	  	5
	 Com-a-long, Cable
	  	Tractel -TU 32	  	4 Ton Com-a-long - Cable - U	  	2
	 Com-a-long, Cable
	  	Tractel -TU 32	  	4 Ton Com-a-long - Cable - U	  	2
	 Com-a-long, Chain
	  	1ton	  	1 Ton Chain Come-a-long 10’ and Over	  	5
	 Com-a-long, Chain
	  	1 1/2 ton	  	1-1/2 Ton Chain Come-a-long 10’ and Over	  	10
	 Com-a-long, Chain
	  	3 ton	  	3 Ton Chain 10’ and Over Comealong	  	10
	
	*ASSETS LIMITED TO SUCH ITEMS OWNED BY MATRIX SERVICE SPECIALIZED TRANSPORT, INC. (“SELLER”) LOCATED AT THE EDDYSTONE FACILITY AND AT THE PROJECTS LISTED ON THIS EXHIBIT
“A” AT THE TIME OF CLOSING. THIS LIST SPECIFICALLY EXCLUDES ANY OF THE ASSETS OWNED BY MATRIX SERVICE COMPANY AND ANY OTHER MATRIX SERVICE COMPANY OWNED COMPANIES.

  

 20 








 SCHEDULE A-4 
  

	A.	Projects to Be Released: 

  
 All the Debtor’s interest in and rights under the following projects arising or generated on or after July 18, 2005 are hereby released, provided that any and all accounts arising under and proceeds and
collections from or in regard to such projects arising or generated prior to July 18, 2005 are not released and remain subject to Secured Party’s liens and security interests (such accounts, proceeds and collections not released are
hereinafter referred to as the “Unreleased Proceeds”): 
  

	 	•	 	PECO route survey project 


	 	•	 	Kimmell Center 


	 	•	 	PECO rigging and hauling work 


	 	•	 	Bruner Island (PPL) 


	 	•	 	Duratek-Memphis 

  
 All of the above mentioned projects are covered by the following contracts and/or purchase orders: 
  

					
	 Customer

	  	Contract/PO#

	  	 Project Description


	 Excelon Generation Company, LLC
	  	01002334	  	Blanket - Peachbottom
	 Duratek, Inc.
	  	20318	  	Blanket
	 PSEG Nuclear LLC
	  	4500277511	  	Blanket
	 Excelon Business Services Co.
	  	01047776	  	Blanket
	 Excelon Business Services Co.
	  	01047317	  	Blanket
	 Excelon Business Services Co.
	  	01047724	  	Blanket
	 E.I. du Pont de Nemours and Company
	  	LMD621787	  	Blanket
	 PPL Brunner Island
	  	778610	  	Offload a Transformer
	 Kimmel Center
	  	010000325	  	Rigging Organ Pipes into position

  
 B. Secured Party also hereby releases
all its liens and security interests that may encumber or have attached to Debtor’s rights in the funds under the Conawingo Dam/PECO project (Excelon contract number 50012617) that are required to be paid by Debtor to the purchaser of the
property described herein pursuant to the terms of the written agreements between Debtor and such purchaser that have been approved by Secured Party.