February 26, 1998
Mr. ▇. ▇▇▇▇▇▇▇ ▇▇▇
Matrix Service Company
▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Dear ▇▇. ▇▇▇:
This confirmation sets out the terms and conditions of the Interest Rate
Swap entered into between us on the Trade Date specified below. This
constitutes a Confirmation as referred to in the ISDA Master Agreement
dated as of February 1, 1998 (the "Agreement") between Matrix Service
Company, ("Matrix Service") and Bank One, Oklahoma, N.A. ("Bank One").
This facsimile transmission will be the only written communication
regarding this Swap Transaction exchanged between us and will be deemed for
all purposes an original document, unless you require that we sign hard
copy versions of this Confirmation. Please contact the individual
indicated in the last paragraph of this letter to receive such copies.
1. The definitions and provisions contained in the 1991 ISDA Definitions
(as published by the International Swap Dealers Association, Inc.) are
incorporated into this Confirmation. In the event of any inconsistency
between those definitions and provisions and this Confirmation, this
Confirmation will govern. This confirmation shall supplement, form part
of, and be subject to the Agreement.
Each party hereto represents and warrants to the other party hereto that,
in connection with the Transaction, (i) it has and will continue to consult
with its own legal, regulatory, tax, business, investment, financial and
accounting advisors to the extent it deems necessary, and it has and will
continue to make its own investment, hedging and trading decisions
(including without limitations decisions regarding the appropriateness
and/or suitability of the Transaction) based upon its own judgement and
upon any advice from such advisors as it deems necessary, and not in
reliance upon the other party hereto or any of its branches, subsidiaries
or affiliates or any of their respective officers, directors or employees,
or any view expressed by any of them, (ii) it has evaluated and it fully
understands all the terms, conditions and risks of the Transaction, and it
is willing to assume (financially and otherwise) all such risks, (iii) it
has and will continue to act as principal, and not agent of any person, and
the other party hereto and its branches, subsidiaries and affiliates have
not and will not be acting as a fiduciary or financial, investment,
commodity trading or other advisor to it and (iv) it is entering in the
Transaction for purposes of hedging its assets or liabilities or in
connection with a line of business, and not for the purpose of speculation.
2. The terms of this particular transaction to which this Confirmation
relates are as follows:
Notional Amount: USD 10,000,000 (See Exhibit "A")
Trade Date: March 2, 1998
Termination Date: February 28, 2003
Fixed Amounts:
-------------
Fixed Rate Payer: Matrix Service
Fixed Rate Payer
Payment Dates:
The first of each month of each year, commencing on April 1, 1998, up to
and including the Termination Date, subject to adjustment in
accordance with the Modified Following Business Day Convention. *
Fixed Rate: 7.50%
Fixed Rate Day
Count Fraction: Actual/360
Fixed Rate Period
End Dates:
The first of each month of each year, commencing on April 1, 1998, up to
and including the Termination Date, subject to adjustment in accordance
with the Modified Following Business Day Convention. *
Floating Amounts:
----------------
Floating Rate Payer: Bank One
Floating Rate Payer
Payment Dates:
The first of each month of each year, commencing on April 1, 1998, up to
and including the Termination Date, subject to adjustment in accordance
with the Modified Following Business Day Convention. *
Floating Rate Option: USD-LIBOR-BBA
Floating Rate
Designated Maturity: One (1) Month
Floating Rate Spread: Plus 150 Basis Points
Floating Rate Reset Dates: The first day of each Calculation Period.
Floating Rate Day Count Fraction: Actual/260
Floating Rate Period End Dates:
The first of each month of each year, commencing on April 1, 1998, up to
and including the Termination Date, subject to adjustment in accordance
with the Modified Following Business Day Convention. *
Floating Initial Rate: 5.67288%
Method of Averaging: Not Applicable
Compounding: Not Applicable
Business Days: New York and London
Calculation Agent: Bank One
Governing Law: Laws of New York
3. Account Details:
Payments to Matrix Service:
Bank One, Oklahoma, N.A.
Account # ▇▇▇▇▇▇▇▇▇
ABA # ▇▇▇▇▇▇▇▇▇
Payments to Bank One:
Wire Transfer to:
Bank One, N.A.
ABA # ▇▇▇-▇▇▇▇-▇▇
Account #151010-0630
Atten: Swap Operations
4. Offices:
(a) The Office of Bank One, Oklahoma, N.A. for this transaction is ▇▇▇
▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
(b) The Office of Matrix Service Company for this transaction is ▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
Please confirm that the foregoing correctly sets out the terms and
conditions of our agreement by responding within one (1) business day by
returning via facsimile an executed copy of this Confirmation on (614) 248-
1241, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, telephone: (▇▇▇) ▇▇▇-▇▇▇▇. Failure to
respond within such period shall not affect the validity or enforceability
of this transaction, and shall be deemed to be an affirmation of the terms
and conditions contained herein, absent manifest error.
Banc One Corporation For on behalf of
behalf of Bank One, Oklahoma, N.A. Matrix Service Company
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇
------------------------------ ------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇. ▇▇▇▇▇▇▇ ▇▇▇
Authorized Agent Title: Vice President-Finance
Date: February 26, 1998 Date: February 27, 1998
Banc One Corporation signing on
behalf of Bank One, Oklahoma, N.A.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Vice President
Date: February 26, 1998
* Modified Following is specified, that date will be the first following
day that is a Business Day unless that day falls in the next calendar
month, in which case that date will be the first preceding day that is a
Business Day.
