Registration Rights Agreement




 Exhibit 4.2 

$225,000,000 

Aquilex Holdings LLC 

Aquilex Finance Corp. 

11 
1/8% Senior Notes due 2016 

REGISTRATION RIGHTS AGREEMENT 

December 23, 2009 
 Credit
Suisse Securities (USA) LLC 
 Morgan Stanley & Co. Incorporated 

RBC Capital Markets Corporation 

      c/o Credit Suisse Securities (USA) LLC (“Credit Suisse”), 

              Eleven Madison Avenue, 

                    New York, N.Y. 10010-3629

 Dear Ladies and Gentlemen: 

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 agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchasers), the
Exchange Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively the “Holders”), as follows: 

1. Registered Exchange Offer. Unless not permitted by applicable law or policy of the Securities and Exchange Commission (the
“Commission”), the Company, at its own cost, shall use its commercially reasonable efforts to prepare and, not later than 180 days (or if the 180th day is not a business day, the first business day thereafter) (such 180th day
being a “Filing Deadline”) after the date of original issue of the Initial Securities (the “Issue Date”), file with the Commission an exchange offer registration statement (the “Exchange Offer Registration
Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer
Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial
Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Issuers issued under the Indenture and identical in all material respects to the Initial Securities (except for the transfer
restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the 








 
Securities Act. The Company shall use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 270 days (or
if the 270th day is not a business day, the first business day thereafter) after the Issue Date (such 270th day or first business day thereafter being an “Effectiveness Deadline”) and shall keep the Exchange Offer Registration
Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration
Period”). 
 If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered
Exchange Offer 20 business days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. 

Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the
Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities
(assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in
the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or
restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. 

The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities
Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for
Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer
Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities
received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Initial Securities constituting any portion of an unsold allotment is
required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. 

The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and
supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with
such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period
shall be the lesser of 180 days (or such period during which participating persons are required by law to deliver such prospectus) and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by
them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any
Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. 
 If,
upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of

  

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the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the
“Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of
restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the
“Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. 

In connection with the Registered Exchange Offer, the Company shall: 

(a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with
an appropriate letter of transmittal and related documents; 
 (b) keep the Registered Exchange Offer open for
not less than 20 business days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders; 

(c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan,
The City of New York, which may be the Trustee or an affiliate of the Trustee; 
 (d) permit Holders to
withdraw tendered Securities at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and 

(e) otherwise comply in all material respects with all applicable laws. 

As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall:

 (f) accept for exchange all the Securities validly tendered and not withdrawn pursuant to the Registered
Exchange Offer and the Private Exchange; 
 (g) deliver or cause to be delivered to the Trustee for cancellation
all the Initial Securities so accepted for exchange; and 
 (h) cause the Trustee to authenticate and deliver
promptly to each Holder of the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange. 

The Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and
that all the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter. 

Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private
Exchange will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from the date of original issue of the Initial
Securities. 
 Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at
the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder is

  

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not engaged in, and does not intend to engage in, and has no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within
the meaning of the Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and has no arrangements to engage in, and does not intend to engage in, the distribution of the
Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading
activities and that it acknowledges its obligation to deliver a prospectus in connection with any resale of such Exchange Securities. 

Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any
amendment thereto and any prospectus forming part thereof and any amendment or supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement
and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and
(iii) any prospectus forming part of any Exchange Offer Registration Statement, and any amendment or supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 

2. Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the
Commission, in the reasonable opinion of the Company, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 310 days of
the Issue Date, (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) held by it that are not eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and such Holder requests in writing, the Company shall take the following actions
(the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a “Trigger Date”):

 (a) The Company shall, at its cost on or prior to 90 days after the Trigger Date (such 90th day
being a “Filing Deadline”), but in no event earlier than 180 days after the Issue Date, use its commercially reasonable efforts to file with the Commission and thereafter use its commercially reasonable efforts to cause to be
declared effective (unless it becomes effective automatically upon filing) no later than 60 days after the date filed (such 60th day being an “Effectiveness Deadline”) a registration statement (the “Shelf
Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted
Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the
“Shelf Registration”); provided, however, that, if the obligation to file the Shelf Registration Statement arises because the Registered Exchange Offer has not been consummated by the Consummation Deadline, then the
Company will use its commercially reasonable efforts to file the Shelf Registration Statement on or prior to the 30th day after such filing obligation arises (such 30th day being a “Filing Deadline”); provided,
however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this
Agreement applicable to such Holder. 
  

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 (b) The Company shall use its commercially reasonable efforts to keep the
Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of one year (or for such longer period if extended pursuant to
Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted
securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the
requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (x) required by applicable law or
(y) permitted pursuant to Section 3(j) hereof. 
 (c) Notwithstanding any other provisions of this
Agreement to the contrary, the Company shall use its commercially reasonable efforts to ensure that the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf
Registration Statement, amendment or supplement, (i) comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) do not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 

3. Registration Procedures. In connection with any Shelf Registration contemplated by Section 2 hereof and, to the extent
applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply: 

(a) The Company shall (i) furnish to each Initial Purchaser, prior to the filing thereof with the Commission, a copy
of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an unsold allotment from the original offering) is
participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company shall use its commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such comments as such Initial
Purchaser reasonably may propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and
in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant
to the Registered Exchange Offer; (iii) if requested by an Initial Purchaser, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange
Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Initial Purchasers, which shall contain a
summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been
publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of the Initial Purchasers based upon advice of counsel (which may be in-house 

 

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counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include in the prospectus included in the Shelf Registration
Statement (or, if permitted by Commission Rule 430B(b), in a prospectus supplement that becomes a part thereof pursuant to Commission Rule 430B(f)) that is delivered to any Holder pursuant to Section 3(d) and (f), the names of the
Holders, who propose to sell Securities pursuant to the Shelf Registration Statement, as selling securityholders, provided that such Holders have provided the Company with such information prior to the filing of the Shelf Registration Statement or
the prospectus supplement, as applicable. 
 (b) The Company shall give written notice to the Initial Purchasers,
the Holders of the Securities and any Participating Broker-Dealer from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii) - (v)
hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made): 

(i) when the Registration Statement or any post-effective amendment thereto has become effective; 

(ii) of any request by the Commission for post-effective amendments or supplements to the Registration Statement or the
prospectus included therein or for additional information; 
 (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, of the issuance by the Commission of a notification of objection to the use of the form on which the Registration Statement has
been filed, and of the happening of any event that causes either Issuer to become an “ineligible issuer,” as defined in Commission Rule 405. 

(iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and 

(v) of the happening of any event that requires the Company to make changes in the Registration Statement or the
prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of
the prospectus, in light of the circumstances under which they were made) not misleading. 
 (c) The Company
shall use its commercially reasonable efforts to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Registration Statement. 

(d) The Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without
charge, at least one copy of the Shelf Registration Statement and any post-effective amendment or supplement thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if
any, incorporated by reference). The Company shall not, without the prior consent of the Initial Purchasers, make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Commission
Rule 405. 
  

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 (e) The Company shall deliver to each Exchanging Dealer and each Initial
Purchaser, and to any other Holder who so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if any Initial Purchaser
or any such Holder requests, all exhibits thereto (including those incorporated by reference). 
 (f) The Company
shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf
Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of
the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. 

(g) The Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such
other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such
persons may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any Initial Purchaser, if necessary, any Participating Broker-Dealer and such
other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange
Offer Registration Statement. 
 (h) Prior to any public offering of the Securities, pursuant to any Registration
Statement, the Company shall use its commercially reasonable efforts to register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the
Securities for offer and sale under the securities or “blue sky” laws of such states of the United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to
enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then
so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject. 

(i) Unless the Securities are in book entry form, the Company shall cooperate with the Holders of the Securities to
facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends (consistent with the provisions of the Indenture) and in such denominations
and registered in such names as the Holders may request a reasonable period of time prior to sales of the Securities pursuant to such Registration Statement. 

(j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above
during the period for which the Company is required to maintain an effective Registration Statement, the Company shall use its commercially reasonable efforts to prepare and file a post-effective amendment to the Registration Statement or a
supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Initial Purchasers, the Holders of the Securities and
any known 
  

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Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus
have been made (such notice, a “Suspension Notice”), then the Initial Purchasers, the Holders of the Securities and any such Participating Broker-Dealers shall suspend use of such prospectus and not sell any Securities (and shall
keep confidential the cause of such notice for so long as such cause is not otherwise publicly known), and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration
Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchasers, the Holders of the Securities and any known
Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j). Each Holder receiving a Suspension Notice hereby agrees that (unless prohibited by applicable law or internal policy of such
Holder) it will either (i) destroy all prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the Company with more recently dated prospectuses or (ii) deliver to the Company all
copies, other than permanent file copies, then in such Holder’s possession of the prospectus covering such Securities that was current at the time of receipt of the Suspension Notice. During the period during which the Company is required to
maintain an effective Shelf Registration Statement pursuant to this Agreement, the Company will prior to the three-year expiration of that Shelf Registration Statement file, and use its commercially reasonable efforts to cause to be declared
effective (unless it becomes effective automatically upon filing) within a period that avoids any interruption in the ability of Holders of Securities covered by the expiring Shelf Registration Statement to make registered dispositions, a new
registration statement relating to the Securities, which shall be deemed the “Shelf Registration Statement” for purposes of this Agreement; provided, however, in no event shall the Company be obligated to keep any Shelf Registration
Statement effective beyond the period as required by Section 2(b) of this Agreement as extended by the number of days provided for in the second sentence of this Section 3(j). 

(k) Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number
for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for the Initial Securities, the Exchange Securities or the Private Exchange
Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company. 
 (l) The
Company will use its commercially reasonable efforts to comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally
available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the
end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such
12-month period. 
 (m) The Company shall cause the Indenture to be qualified under the Trust Indenture Act of
1939, as amended, in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall
appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture. 
 (n) The Company may
require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require
for inclusion in the Shelf Registration Statement, and the Company may exclude from such registration 
  

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the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request. In addition, without limiting the foregoing, the Company
may require any Holder of Securities to be sold pursuant to a Shelf Registration Statement to furnish to the Company in writing, within 20 days after receipt of a request therefor, the information specified in Item 507 or Item 508 of
Regulation S-K, as applicable, of the Securities Act for use in connection with any Shelf Registration Statement or prospectus or preliminary prospectus included therein. 

(o) The Company shall enter into such customary agreements (including, if requested, an underwriting agreement in
customary form) and take all such other action, if any, as the Holders of at least 10% of the aggregate principal amount of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf
Registration. 
 (p) In the filing of any Shelf Registration Statement, the Company shall (i) make
reasonably available for inspection by the counsel selected by the Holders of at least 10% of the aggregate principal amount of the Securities, any underwriter participating in an underwritten offering pursuant to the Shelf Registration Statement
and not more than one accounting firm retained by such Holders or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and reasonably requested by such person (ii) cause the
Company’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by any such person in connection with a Shelf Registration Statement, in each case, as shall be reasonably necessary to
enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that any such records, documents, properties and such information that is designated in writing by the
Company, in good faith, as confidential at the time of delivery of such records, documents, properties or information shall be kept confidential by any such persons and shall be used only in connection with such Shelf Registration Statement, unless
disclosure thereof is required to be made in connection with a court proceeding or required by law, or such information has become available (not in violation of this Agreement) to the public generally or through a third party without an
accompanying obligation of confidentiality, and the Company shall be entitled to request that such persons sign a confidentiality agreement to the foregoing effect. 

(q) In the case of any Shelf Registration, the Company, if requested by the Holders Counsel, shall use commercially
reasonable efforts to cause (i) its counsel to deliver an opinion and updates thereof relating to the Securities in customary form addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial
opinion, the effective date of such Shelf Registration Statement in form, substance and scope customarily covered in opinions delivered in connection with shelf registrations; (ii) its officers to execute and deliver all customary documents and
certificates and updates thereof requested by any underwriters of the applicable Securities and (iii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is
provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in
connection with underwritten offerings of securities benefiting from shelf registration, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72. 

(r) In the case of the Registered Exchange Offer, if requested by any Initial Purchaser or any known Participating
Broker-Dealer that is subject to the prospectus delivery requirements of the Securities Act, and if a Registration Statement is required to be filed under the Securities Act, the Company shall cause (i) its counsel to deliver to such Initial
Purchaser or such Participating 
  

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Broker-Dealer a signed opinion in such form as is customary in connection with the preparation of a Registration Statement and (ii) its independent public accountants and the independent
public accountants with respect to any other entity for which financial information is provided in the Registration Statement to deliver to such Initial Purchaser or such Participating Broker-Dealer a comfort letter in such form as is customary in
connection with the preparation of a Registration Statement. 
 (s) If a Registered Exchange Offer or a Private
Exchange is to be consummated, upon delivery of the Initial Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the
Company shall mark, or caused to be marked, on the Initial Securities so exchanged that such Initial Securities are being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the
Initial Securities be marked as paid or otherwise satisfied. 
 (t) The Company will use its commercially
reasonable efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm such ratings will apply to the Securities covered by a Registration Statement, or (b) if the Initial
Securities were not previously rated, cause the Securities covered by a Registration Statement to be rated with the appropriate rating agencies, if so requested by Holders of a majority in aggregate principal amount of Securities covered by such
Registration Statement, or by the managing underwriters, if any. 
 (u) In the event that any broker-dealer
registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the
“Rules”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”)) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or
otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a “qualified independent
underwriter” (as defined in Rule 2720) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering
contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the
indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules. 

(v) The Company shall use its commercially reasonable efforts to take all other steps necessary to effect the registration
of the Securities covered by a Registration Statement contemplated hereby. 
 (w) Each Holder and each
Participating Broker-Dealer agrees by acquisition of Initial Securities or Exchange Securities that, upon the Company providing notice to such Holder or Participating Broker-Dealer, as the case may be, that the Board of Directors of Holdings has
resolved that the Company has a bona fide purpose for doing so, then, upon providing such notice (which shall refer to this Section 3(w)), the Company and the Guarantors may delay the filing or the effectiveness of the Shelf Registration
Statement (if not then filed or effective, as applicable) and shall not be required to maintain the effectiveness thereof or amend or supplement the Shelf Registration Statement, in all cases, for a period (a “Delay Period”) expiring upon
the earlier to occur of the date which is the earlier of (A) the date on which such corporate development or other material event ceases to interfere with the Company’s or the Guarantors’ obligations to file or maintain the
effectiveness of any such Shelf Registration Statement pursuant to this Agreement or 
  

 10 









 
(B) 60 days after the Company notifies the Holders of such good faith determination. The Delay Period shall not exceed 60 days in any three-month period or 90 days in any 12-month
period. The period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above shall be extended by a number of days equal to the number of days during any Delay Period. Any Delay Period will not alter the
obligations of the Issuers or the Guarantors to pay Additional Interest under the circumstances set forth in Section 6 hereof. 

4. Registration Expenses. The Company shall bear all fees and expenses incurred in connection with the performance of its
obligations under Sections 1 through 3 hereof (including the reasonable fees and expenses, if any, of Cravath, Swaine & Moore LLP, counsel for the Initial Purchasers, incurred in connection with the Registered Exchange Offer), whether
or not the Registered Exchange Offer or a Shelf Registration is filed or becomes effective, and, in the event of a Shelf Registration, shall bear or reimburse the Holders of the Securities covered thereby for the reasonable fees and disbursements of
one firm of counsel designated by the Holders of a majority in principal amount of the Initial Securities covered thereby to act as counsel for the Holders of the Initial Securities in connection therewith. 

5. Indemnification. (a) The Company agrees to indemnify and hold harmless each Holder of the Securities, any Participating
Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred
to collectively as the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities
or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or
are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or “issuer free writing
prospectus,” as defined in Commission Rule 433 (“Issuer FWP”), relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof; provided, however, that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration in reliance upon and in
conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement
or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the person
asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered (including through satisfaction of the conditions of Commission
Rule 172) by such Holder or Participating Broker-Dealer under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer results from the fact that there was
not conveyed to such person, at or prior to the time of the sale of such Securities to such person, an amended or supplemented prospectus or, if permitted by Section 3(d), an Issuer FWP correcting such untrue statement or omission or alleged
untrue statement or omission if the Company had previously furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may
otherwise have to such Indemnified Party. The Company shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as
provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders. 
  

 11 









 (b) Each Holder of the Securities and each Participating Broker-Dealer, severally and not
jointly, will indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in
respect thereof, to which the Company or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration, or arise
out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement
or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth
immediately preceding this clause, shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, claim, damage,
liability or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons. 

(c) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding
(including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the commencement thereof; but the failure
to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of
substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or
(b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal
or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an
unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf
of any indemnified party. It is understood and agreed that the indemnifying party shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in
addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for any Initial Purchaser, its affiliates, directors and officers and any control
persons of such Initial Purchaser shall be designated in writing by Credit Suisse Securities (USA) LLC, and any such separate firm for the Company, each of the Guarantors, each of their respective directors, each of their respective officers and any
control persons of the Company and the Guarantors shall be designated in writing by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is
entered into 
  

 12 









 
more than 60 days after receipt by the indemnifying party of such request and (ii) the indemnifying party shall not have reimbursed the Indemnified Party in accordance with such request
prior to the date of such settlement and the indemnifying party shall not have notified the Indemnified Party in writing that it is disputing in good faith all or a portion if the fees and expenses included in such request stating in reasonable
detail the basis of such dispute. 
 (d) If the indemnification provided for in this Section 5 is unavailable or
insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Initial Purchaser, Holder, Participating
Broker-Dealer or such other indemnified party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the Securities shall not be required to contribute any
amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as
such indemnified party and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company. 

(e) The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and
shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 

6. Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with
respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (v) below a “Registration Default”): 

(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable
Filing Deadline; 
 (ii) any Registration Statement required by this Agreement is not declared effective by the
Commission on or prior to the applicable Effectiveness Deadline; 
  

 13 









 (iii) the Registered Exchange Offer has not been consummated within
310 days of the Issue Date; 
 (iv) if after either the Exchange Offer Registration Statement or the Shelf
Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as
permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration
Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary
to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has
expired before a replacement Shelf Registration Statement has become effective. 
 Additional Interest shall accrue on the Initial Securities
over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of
0.25% per annum (the “Additional Interest Rate”) for the first 90 day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum
with respect to each subsequent 90 day period until all Registration Defaults have been cured upon to a maximum Additional Interest Rate of 1.00% per annum. 

(b) A Registration Default referred to in Section 6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in
relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate
annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with
respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such
Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in
accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. 

(c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be
payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial
Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of
which is 360. 
 (d) Following the cure of all Registration Defaults the accrual of Additional Interest on the Initial
Securities will cease and the interest rate will revert to the original rate; provided, however, that if, after any such Additional Interest ceases to accrue, a different event specified in clause (i), (ii), (iii) or (iv) of the
definition of Registration Default above occurs, such Additional Interest shall begin to accrue again pursuant to the foregoing provisions. 

(e) “Transfer Restricted Securities” means each Initial Security until (i) the date on which such Transfer
Restricted Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer

  

 14 









 
in the Registered Exchange Offer of a Initial Security for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the
date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with the
Shelf Registration Statement or (iv) the earliest date that is no less than one year after the Issue Date and on which all such Initial Securities are not subject to any restrictions on transfer including those pursuant to Rule 144.

 (f) Additional Interest due to this Section 6 shall be the exclusive monetary remedy available to the Holders and/or
Initial Purchasers with respect to any Registration Default. 
 7. Rules 144 and 144A. The Company shall use its best
efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial
Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may
reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including
the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial
Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of
its securities pursuant to the Exchange Act 
 8. Underwritten Registrations. (a) If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be
selected by the Holders of at least a majority of the aggregate principal amount of such Transfer Restricted Securities to be included in such offering in consultation with the Company. 

(b) No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s
Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 

9. Miscellaneous. 

(a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in principal amount of the Securities affected by such amendment, modification, supplement, waiver or consents.

 (b) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand
delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery: 
 (1) if to a Holder of
the Securities, at the most current address given by such Holder to the Company. 
 (2) if to the Initial Purchasers;

  

 15 










			
		 	 Credit Suisse Securities (USA) LLC

Eleven Madison Avenue
 New York, NY 10010-3629

 Fax No.: (212) 325-4296

Attention: Transactions Advisory Group

		
	with a copy to:        	 	
		
		 	 Cravath, Swaine & Moore LLP

Worldwide Plaza
 825 Eighth Avenue

New York, NY 10019-7475
 Fax No.:
(212) 474-3700
 Attention: Kris F. Heinzelman, Esq.



 

 16 










			
	(3)        	 	if to the Issuers, at their address as follows:
		
		 	 Aquilex Holdings LLC
 3399
Peachtree Road
 Suite 325
 Atlanta, GA
30326
 Fax No.: (404) 869-6678

Attention: General Counsel

		
		 	 Aquilex Finance Corp.
 3399
Peachtree Road
 Suite 325
 Atlanta, GA
30326
 Fax No.: (404) 869-6678

Attention: General Counsel

	with a copy to:        	 	
		
		 	 Sullivan & Cromwell LLP

125 Broad Street
 New York, NY
10004-2498
 Fax No.: (212) 558-3588

Attention: S. Neal McKnight, Esq.



All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered;
three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air
courier guaranteeing next day delivery. 
 (c) No Inconsistent Agreements. The Company has not, as of the date hereof,
entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof. 

(d) Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns. 

(e) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

(f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the
meaning hereof. 
 (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. 
 (h) Severability. If any one or more of the
provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby. 
  

 17 









 (i) Securities Held by the Company. Whenever the consent or approval of Holders of a
specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of
their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 
  

 18 









 If the foregoing is in accordance with your understanding of our agreement, please sign and
return to the Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuers and the Guarantors in accordance with its terms. 

 

					
	Very truly yours,
	
	AQUILEX HOLDINGS LLC
			
		 	By:	 	 /s/ Jay W. Ferguson

		 		 	Name:
		 		 	Title:


  

							
	AQUILEX FINANCE CORP.
			
		 	By:	 	 /s/ Jay W. Ferguson

		 		 	Name:	 	L.W. Varner, Jr.
		 		 	Title:	 	Chief Executive Officer


  

							
	AQUILEX CORPORATION
			
		 	By:	 	 /s/ Jay W. Ferguson

		 		 	Name:	 	L.W. Varner, Jr.
		 		 	Title:	 	Chief Executive Officer


  

							
	AQUILEX HYDROCHEM, INC.
			
		 	By:	 	 /s/ Jay W. Ferguson

		 		 	Name:	 	L.W. Varner, Jr.
		 		 	Title:	 	Chief Executive Officer


  

							
	AQUILEX HYDROCHEM INDUSTRIAL CLEANING, INC.
			
		 	By:	 	 /s/ Jay W. Ferguson

		 		 	Name:	 	L.W. Varner, Jr.
		 		 	Title:	 	Chief Executive Officer


  

							
	AQUILEX SMS, INC.
			
		 	By:	 	 /s/ Jay W. Ferguson

		 		 	Name:	 	L.W. Varner, Jr.
		 		 	Title:	 	Chief Executive Officer


  

 19 










							
	AQUILEX SPECIALTY REPAIR AND OVERHAUL, INC.
			
		 	By:	 	 /s/ Jay W. Ferguson

		 		 	Name:	 	L.W. Varner, Jr.
		 		 	Title:	 	Chief Executive Officer


  

							
	AQUILEX WSI, INC.
			
		 	By:	 	 /s/ Jay W. Ferguson

		 		 	Name:	 	L.W. Varner, Jr.
		 		 	Title:	 	Chief Executive Officer


  

 20 










							
	 The foregoing Registration

Rights Agreement is hereby confirmed
 and
accepted as of the date first
 above written.

		
	by:	 	CREDIT SUISSE SECURITIES (USA) LLC
			
		 	By:	 	 /s/ Mark Chesler

		 		 	Name:	 	
		 		 	Title:	 	
		
	by:	 	MORGAN STANLEY & CO. INCORPORATED
			
		 	By:	 	 /s/ Peter Zippelis

		 		 	Name:	 	
		 		 	Title:	 	
		
	by:	 	RBC CAPITAL MARKETS CORPORATION
			
		 	By:	 	 /s/ Nicholas Weifol

		 		 	Name:	 	
		 		 	Title:	 	

  

 21 









 ANNEX A 

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for
Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined
herein), or such shorter period during which participating broker-dealers are required by law to deliver such a prospectus, it will make this Prospectus available to any broker dealer for use in connection with any such resale. See “Plan of
Distribution.” 








 ANNEX B 

Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were
acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”









 ANNEX C 

PLAN OF DISTRIBUTION 

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, or such shorter period
during which participating broker-dealers are required by law to deliver such a prospectus, it will make this prospectus, as amended or supplemented, available to any broker dealer for use in connection with any such resale. In addition, until
            , 20        , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. 

The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by
broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers
who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account
pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of
Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. 

For a period of 180 days after the Expiration Date, or such shorter period during which participating broker-dealers are required by
law to deliver such a prospectus, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has
agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities
(including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 








 ANNEX D 

 ̈ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10
COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. 
  

							
		 	Name:	 	  
	 	
		 	Address:	 	  
	 	
		 		 	  
	 	

 If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend
to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or
other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it
is an “underwriter” within the meaning of the Securities Act.