of the assets of such Investor, and
that no trustee, officer, other investment vehicle or any other Affiliate of
such Investor or any investor, shareholder or holder of shares of beneficial
interest of such a Investor shall be personally liable for any liabilities of
such Investor.
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37
IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.
MATRIX SERVICE COMPANY By:
/s/ George L. Austin
Name: George L. Austin
Title:
Chief Financial Officer
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FOLLOW]
38
IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.
NAME OF INVESTOR
By:
Name:
Title:
Investment Amount: $
Tax ID No.:
ADDRESS FOR NOTICE
c/o:
Street:
City/State/Zip:
Attention:
Tel:
Fax:
DELIVERY INSTRUCTIONS
(if different from above)
c/o:
Street:
City/State/Zip:
Attention:
Tel:
39
EXHIBIT A
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THESE
SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OF THESE
SECURITIES MAY BE PLEDGED IN A MANNER CONSISTENT WITH THE SECURITIES ACT IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
THE INDEBTEDNESS EVIDENCED OR SECURED BY THIS CONVERTIBLE NOTE IS SUBORDINATED
TO THE SENIOR OBLIGATIONS (AS DEFINED IN THE SUBORDINATION AGREEMENT DESCRIBED
BELOW) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT
DATED AS OF APRIL 22, 2005, (THE "SUBORDINATION AGREEMENT") MADE BY THE
SUBORDINATED CREDITOR AND OBLIGORS REFERRED TO THEREIN IN FAVOR OF 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 UNDER THE CREDIT AGREEMENT
DATED AS OF MAY 22, 2003, AS IT HAS BEEN AMENDED, AND IN FAVOR OF THE LENDERS
PARTY TO THE CREDIT AGREEMENT.
No. [
]
$[
]
Original Issue Date: April 25, 2005
MATRIX SERVICE COMPANY
SENIOR UNSECURED CONVERTIBLE NOTE DUE APRIL 25, 2010
THIS SENIOR UNSECURED CONVERTIBLE NOTE is one of a series of duly authorized and
issued notes of Matrix Service Company, a Delaware corporation (the "Company"),
designated as its Senior Unsecured Convertible Notes due April 25, 2010, in the
original