Aquilex Holdings LLC Aquilex Finance Corp. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2010 • Aquilex Corp • New York
Aquilex Holdings LLC, a Delaware limited liability company (“Parent”) and Aquilex Finance Corp., a Delaware corporation (collectively, the “Issuers”), propose to issue and sell to Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and RBC Capital Markets Corporation (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of December 16, 2009 (the “Purchase Agreement”), $225,000,000 aggregate principal amount of their 11 1/8% Senior Notes due 2016 (the “Initial Securities”) to be guaranteed (the “Guarantees”) by those subsidiaries of the Parent listed in Schedule B to the Purchase Agreement (the “Guarantors”, and together with the Issuers, the “Company”). The Initial Securities will be issued pursuant to an Indenture of even date herewith, (the “Indenture”) among the Issuers, the Guarantors and Wilmington Trust FSB (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company a
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2010 • Aquilex Corp
This Second Amendment to Employment Agreement (the “Amendment”) is entered into as of December 31, 2008, between Jay W. Ferguson (the “Executive”), Aquilex Corporation and Welding Services, Inc. (collectively, the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2010 • Aquilex Corp • Georgia
WHEREAS, Employer wishes to employ Employee to serve as Chief Operating Officer commencing on the date first written above, pursuant to the terms and conditions set forth herein; and
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AQUILEX HOLDINGS LLCLimited Liability Company • May 14th, 2010 • Aquilex Corp • Delaware
Limited Liability Company Agreement (this “Agreement”) entered into as of December 15, 2008, by Aquilex Holdings LLC (the “Company”), a Delaware limited liability company, and Aquilex Acquisition Sub III, LLC, a Delaware limited liability company, as sole member (the “Member”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • May 14th, 2010 • Aquilex Corp
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into effective as of July 18, 2006 (the “Effective Date”), by and between DEER PARK INDUSTRIAL, LTD., a Texas limited partnership (“Landlord”), and HYDROCHEM INDUSTRIAL SERVICES, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF AQUILEX HOLDCO L.P.Agreement • May 14th, 2010 • Aquilex Corp • Delaware
This First Amendment (this “First Amendment”) to the Agreement of Limited Partnership of Aquilex Holdco L.P., a Delaware limited partnership (the “Partnership”), dated as of December 15, 2008 (the “Partnership Agreement”), by and among Aquilex Holdco GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Ontario Teachers’ Pension Plan Board and the other Limited Partners signatory thereto is entered into as of the day of June, 2009 by the undersigned.
AMENDMENT TO THE CREDIT AGREEMENTCredit Agreement • May 14th, 2010 • Aquilex Corp • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 1, 2010, among AQUILEX HOLDINGS LLC, a Delaware limited liability company (“Borrower”), ROYAL BANK OF CANADA (“Royal Bank”), as Administrative Agent and Collateral Agent, MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Syndication Agent, and MSSF, Royal Bank, CREDIT SUISSE AG (“CS”) and each other lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AQUILEX HOLDINGS LLC AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2010 • Aquilex Corp
This Amendment to Employment Agreement (the “Amendment”) is entered into as of December 15, 2008 (the “Effective Date”), between Jay Ferguson (the “Executive”), Aquilex Corporation (the “Company”) and Aquilex Acquisition Sub III LLC (the “Acquirer”). Capitalized terms that are not defined in this Amendment shall have the meaning ascribed to them in the Unit Purchase Agreement (hereafter defined).
AQUILEX HOLDINGS LLC AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2010 • Aquilex Corp
This Amendment to Employment Agreement (the “Amendment”) is entered into as of December 15, 2008 (the “Effective Date”), between John Douglas Milner (the “Executive”), Aquilex Corporation (the “Company”) and Aquilex Acquisition Sub III LLC (the “Acquirer”). Capitalized terms that are not defined in this Amendment shall have the meaning ascribed to them in the Unit Purchase Agreement (hereafter defined).
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2010 • Aquilex Corp • Georgia
WHEREAS Employer wishes to employ Employee to serve as Senior Vice President of Business Development commencing on the date first written above, pursuant to the terms and conditions set forth herein;
CONSULTING AGREEMENTConsulting Agreement • May 14th, 2010 • Aquilex Corp • Florida
THIS CONSULTING AGREEMENT is made as of the 1st day of December, 2009 (the “Commencement Date”), by and between, Southeastern Mechanical Services, Inc. (the “Company”), and G. Barry Skitsko, an individual resident at 3728 McGirts Boulevard, Jacksonville, Florida 32210 (the “Consultant”).
LEASE AGREEMENTLease Agreement • May 14th, 2010 • Aquilex Corp
THIS LEASE is made this 22nd day of October, 2001, by and between ARC Strike Limited Partnership, a Georgia corporation (hereinafter referred to as “Lessor”); and Welding Services Inc., a Georgia corporation (hereinafter referred to as “Lessee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2010 • Aquilex Corp • Georgia
This Employment Agreement (“Agreement”), dated as of February 1, 2008, is entered into by and between Aquilex Corp., a Delaware corporation (“Aquilex”), and L.W. Varner, Jr. (“Executive”).
Form of LP Interest Agreement with Put Feature] LP INTEREST AGREEMENT OF AQUILEX HOLDCO L.P.Lp Interest Agreement • May 14th, 2010 • Aquilex Corp
This LP Interest Agreement (this “Agreement”) is made and entered into as of this th day of , 20 (the “Grant Date”), by and between Aquilex Holdco L.P., a Delaware limited partnership (the “Partnership”) and (“Employee”) pursuant to the Agreement of Limited Partnership executed on December 15, 2008 by Aquilex Holdco GP LLC, Employee, Ontario Teachers’ Pension Plan Board and the other signatories thereto (the “LP Agreement”). Capitalized terms not defined in this Agreement have the meanings ascribed to them in the LP Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2010 • Aquilex Corp • Georgia
WHEREAS Employer wishes to employ Employee to serve as Senior Vice President Non-Nuclear Services commencing on the Effective Date (as defined in Section 3.01), pursuant to the terms and conditions set forth herein;
AQUILEX HOLDINGS LLC AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2010 • Aquilex Corp
This Amendment to Employment Agreement (the “Amendment”) is entered into as of December 15, 2008 (the “Effective Date”), between L. W. Varner, Jr. (the “Executive”), Aquilex Corporation (the “Company”) and Aquilex Acquisition Sub III LLC (the “Acquirer”). Capitalized terms that are not defined in this Amendment shall have the meaning ascribed to them in the Unit Purchase Agreement (hereafter defined).
Form of LP Interest Agreement without Put Feature] LP INTEREST AGREEMENT OF AQUILEX HOLDCO L.P.Lp Interest Agreement • May 14th, 2010 • Aquilex Corp
This LP Interest Agreement (this “Agreement”) is made and entered into as of this th day of , 20 (the “Grant Date”), by and between Aquilex Holdco L.P., a Delaware limited partnership (the “Partnership”) and (“Employee”) pursuant to the Agreement of Limited Partnership executed on December 15, 2008 by Aquilex Holdco GP LLC, Employee, Ontario Teachers’ Pension Plan Board and the other signatories thereto (the “LP Agreement”). Capitalized terms not defined in this Agreement have the meanings ascribed to them in the LP Agreement.
LEASE AGREEMENTLease Agreement • May 14th, 2010 • Aquilex Corp • Texas
Tax Payment, Tenant’s Expense Payment, Tenant’s Shop Electrical Payment, Tenant’s Office Electrical Payment, Tenant’s Common Area Janitorial Payment and Tenant’s Insurance Payment). If the audit of Complex Expenses is being performed by Tenant’s CPA, Tenant’s CPA must (y) submit, at no cost to Landlord, a draft form of its audit report to Landlord at least twenty (20) days prior to the date Tenant’s CPA delivers a final audit report to Tenant, and (z) meet with representatives of Landlord (if requested by Landlord) to discuss the content of such draft report. If Tenant does not timely notify Landlord in writing of its intent to conduct an audit of the Complex Expenses for the previous calendar year, or if Tenant otherwise fails to comply in all material respects with the requirements of this subparagraph (b) applicable to an audit of Landlord’s books and records pertaining to Complex Expenses, then Tenant shall be deemed to have (a) approved and accepted in all respects the applicable
AGREEMENT OF LIMITED PARTNERSHIP OF AQUILEX HOLDCO L.P. Dated as of December 15, 2008Aquilex Corp • May 14th, 2010 • Delaware
AGREEMENT OF LIMITED PARTNERSHIP of Aquilex Holdco L.P., a Delaware limited partnership (the “Partnership”), dated as of December 15, 2008 (this “Agreement”), among Aquilex Holdco GP LLC, a Delaware limited liability company, as general partner (the “General Partner”), and Ontario Teachers’ Pension Plan Board (“OTPPB”) and the other signatories hereto, as limited partners (collectively, the “Limited Partners”). The General Partner and the Limited Partners are collectively referred to as the “Partners”.
