RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • December 23rd, 2011 • Aquilex Holdings LLC • Services-miscellaneous repair services • New York
This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of December 23, 2011, is entered into by and among (i) Aquilex Acquisition Sub III, LLC (“Aquilex Acquisition Sub”), its subsidiary, Aquilex Holdings LLC (“Holdings” and, together with Aquilex Acquisition Sub and certain other of its subsidiaries, the “Company”),1 (ii) the undersigned beneficial holders, or investment advisors or managers for the account of beneficial holders (the “Noteholders” and, together with their respective successors and permitted assigns and any subsequent Noteholder that becomes party hereto in accordance with the terms hereof, the “Consenting Noteholders”) of the 11.125% Senior Notes due 2016 (the “Senior Notes”) issued by Aquilex Holdings LLC and Aquilex Finance Corp., (iii) Royal Bank of Canada, as administrative agent and collateral agent under the First Lien Credit Agreement (defined below)
BACKSTOP PURCHASE AGREEMENT by and among AQUILEX ACQUISITION SUB III, LLC AQUILEX HOLDINGS, LLC, certain of its Subsidiaries identified as the Aquilex Parties herein, and the Backstop Parties identified as such herein Dated as of December 23, 2011Backstop Purchase Agreement • December 23rd, 2011 • Aquilex Holdings LLC • Services-miscellaneous repair services • New York
THIS BACKSTOP PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of December 23, 2011, by and among (a) Aquilex Holdings, LLC, a Delaware limited liability company (as in existence on the date hereof and, to the extent it becomes such, as a debtor-in-possession and a reorganized debtor, as applicable, the “Company”), (b) its immediate parent, Aquilex Acquisition Sub III, LLC, a Delaware limited liability company (“Acquisition Sub III”), (c) each of the Subsidiaries of the Company set forth on Schedule 1(b) hereto under the title “Aquilex Parties” (such Subsidiaries, together with Acquisition Sub III, each as in existence on the date hereof, and, to the extent any of them become such, as a debtor-in possession in the Chapter 11 Cases and as a reorganized debtor, as applicable, together with the Company, each an “Aquilex Party” and, collectively, the “Aquilex Parties”) and (d) each of the undersigned entities and/or
AMENDMENT NO. 1 TO FORBEARANCE AGREEMENTForbearance Agreement • December 23rd, 2011 • Aquilex Holdings LLC • Services-miscellaneous repair services • New York
This AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT (this “Amendment”), dated as of December 23, 2011, is made and entered into by and among Aquilex Holdings LLC (“Holdings”) and Aquilex Finance Corp. (together with Holdings, the “Issuers”), each of the undersigned entities listed as guarantors (collectively, the “Guarantors”, and collectively with the Issuers, the “Note Parties”), and each of the undersigned beneficial owners and/or investment advisors or managers of discretionary accounts for the holders or beneficial owners of the Notes (collectively, the “Holders”).
AQUILEX HOLDINGS, LLC AQUILEX FINANCE CORP. as Issuers EACH OF THE GUARANTORS NAMED HEREIN and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of December , 2011 to INDENTURE Dated as of December 23, 2009Supplemental Indenture • December 23rd, 2011 • Aquilex Holdings LLC • Services-miscellaneous repair services • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of December , 2011, among Aquilex Holdings, LLC, a Delaware limited liability company (the “Company”), Aquilex Finance Corp., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), each of the subsidiary guarantors named herein (the “Subsidiary Guarantors”) and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee under the Indenture referred to below (the “Trustee”).
FOURTH AMENDMENTFourth Amendment • December 23rd, 2011 • Aquilex Holdings LLC • Services-miscellaneous repair services • New York
FOURTH AMENDMENT, dated as of December 23, 2011 (this “Fourth Amendment”), to the Credit Agreement, dated as of November 15, 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among Aquilex Holdings LLC, a Delaware limited liability company (the “Borrower”), the Lenders party thereto, and U.S. Bank National Association, as Administrative Agent and Collateral Agent.
COMMITMENT LETTER DIP FACILITIESAquilex Holdings LLC • December 23rd, 2011 • Services-miscellaneous repair services • New York
Reference is made to that certain restructuring support agreement, dated as of December 23, 2011, by and among Aquilex Holdings LLC (the “Company” or “you”), certain holders of the Company’s 11 1/8% Senior Notes due 2016 (the “Notes,” and such holders, the “Noteholders”) and Royal Bank of Canada, as administrative agent for the Company’s Pre-Petition Credit Facilities (as defined in the Term Sheet) (the “Restructuring Support Agreement”), pursuant to which the parties thereto have agreed, among other things, to (i) support the Pre-Packaged Plan of Reorganization (as defined below) and (ii) enter into a backstop agreement (the “Backstop Agreement”) pursuant to which certain of the Noteholders (collectively, the “Backstop Parties”) have agreed to backstop a rights offering for equity securities of the post-reorganization Company (the “Rights Offering”).
SECOND AMENDMENT TO FORBEARANCE AGREEMENT AND FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 23rd, 2011 • Aquilex Holdings LLC • Services-miscellaneous repair services • New York
This SECOND AMENDMENT TO FORBEARANCE AGREEMENT AND FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of December 23, 2011, by and among AQUILEX HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), each other Loan Party listed on the signature pages hereto, the Lenders listed on the signature pages hereto and ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent (in such capacities, the “Agent”), and as L/C Issuer (in such capacity, the “L/C Issuer”).
