Exhibit 10.6
WAIVER
This waiver (
“Waiver” ) is made and entered into as of
September 30, 2005 by and among Matrix Service Company
(the “Company” ), and the investors identified
on the signature pages hereto (each an
“Investor” and, collectively, the
“Investors” ).
WHEREAS, the Company and the
Investors are parties to that certain Securities Purchase
Agreement, dated as of April 22, 2005 (the
“Securities Purchase Agreement” ), pursuant to
which, among other things, the Company issued and delivered to the
Investors certain Senior Unsecured Convertible Notes due five years
from issuance (collectively, the “Notes” ). All
capitalized terms used and not otherwise defined herein shall have
the respective meanings set forth in the Notes.
WHEREAS, the Company has requested
that the Investors waive certain rights under the Notes and,
subject to the terms and conditions herein contained, the Investors
are willing to agree to provide such waiver.
NOW, THEREFORE, in consideration of
the foregoing recitals and other good and valuable consideration
the receipt and sufficiency of which are hereby acknowledged, the
parties hereby
