EX-10.3



 Exhibit 10.3 
 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, 2009 
 11 
1/8% Senior Notes due 2016 







 FIRST SUPPLEMENTAL INDENTURE 

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”). 
 W I T N E S S E T
H 
 WHEREAS, the Issuers, the Subsidiary Guarantors and the Trustee have heretofore entered into
that certain indenture, dated as of December 23, 2009 (the “Indenture”), pursuant to which the Issuers issued $225,000,000 aggregate principal amount of their 11 1/8% Senior Notes due 2016 (the “Notes”), all
of which remain outstanding as of the date hereof; 
 WHEREAS, Section 9.02 of the Indenture provides, among other
things, that the Issuers, the Subsidiary Guarantors and the Trustee may amend the Indenture and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (the “Majority
Holders”); 
 WHEREAS, the Issuers intend to amend certain provisions in the Indenture (the “Proposed
Amendments”); 
 WHEREAS, the Majority Holders of Notes outstanding have consented to the Proposed Amendments; and

 WHEREAS, the Issuers have certified to the Trustee that pursuant to Section 9.06 of the Indenture, the First
Supplemental Indenture is authorized or permitted by the Indenture. 
 WHEREAS, all other acts and proceedings required by law
and conditions precedent required by the Indenture to be met and which are necessary to authorize the execution and delivery of this First Supplemental Indenture and to make this First Supplemental Indenture a valid and binding agreement for the
purposes expressed herein, in accordance with its terms, have been complied with or have been done or performed; 

  
 2 








 NOW, THEREFORE, for and in consideration of the premises, it is mutually covenanted and
agreed, for the equal and ratable benefit of the Holders, as follows: 
 ARTICLE 1 

DEFINITIONS 

Section 1.01 Definitions. Each capitalized term used herein and not otherwise defined herein shall have the meaning
attributed thereto in the Indenture. 
 ARTICLE 2 
 AMENDMENTS TO INDENTURE 
 Section 2.01 Amendment of Article 9. The
Indenture and the provisions in the Notes are modified by deleting Section 9.07 (Payment for Consent) and any references in the Indenture or the Notes to Section 9.07 in their entirety. 

ARTICLE 3 

CONCERNING THE TRUSTEE 
 Section 3.01 Trustee’s Acceptance. The Trustee hereby accepts this First Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Indenture.

 Section 3.02 Responsibility for Recitals, etc. The Trustee assumes no responsibility for the correctness of the
recitals herein contained, which shall be taken as the statements of the Issuers. The Trustee makes no representation and shall have no responsibility as to the validity or sufficiency of this First Supplemental Indenture. 

Section 3.03 Indemnification. The Issuers agree to indemnify the Trustee (which for purposes hereof shall be deemed to
include its officers, directors, employees and agents) for any loss, claim or expense of any kind arising out of or in connection with entering into this First Supplemental Indenture to the same extent as provided under the Indenture. 

ARTICLE 4 

MISCELLANEOUS 

Section 4.01 Effectiveness. This First Supplemental Indenture shall become effective upon execution and delivery by the
Issuers, the Subsidiary Guarantors and the Trustee. 
 Section 4.02 Execution of First Supplemental Indenture. This
First Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this First Supplemental Indenture forms a part thereof. The Indenture, as supplemented and amended by
this First Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed. 
 Section 4.03 Conflict
with Trust Indenture Act. If any provision of this First Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be part of and govern any provision of
this First Supplemental Indenture, the provision of the Trust Indenture Act shall control. If any provision of this First Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the
provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by this First Supplemental Indenture, as the case may be. 

  
 3 








 Section 4.04 Governing Law. This First Supplemental Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York. 
 Section 4.05 Execution in Counterparts.
This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original but such counterparts shall together constitute but one and the same instrument. 

* * * * * * * 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 4 








 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed. 
  

															
	AQUILEX HOLDINGS LLC	 	
			
	By:	 	AQUILEX ACQUISITION SUB III, LLC	 	
				
		 	By:	 	 AQUILEX HOLDCO L.P.,

its sole member
	 	
					
		 		 	By:	 	 AQUILEX HOLDCO GP, LLC,
 its general partner
	 	
						
		 		 		 	By:	 	 ONTARIO TEACHERS’ PENSION PLAN BOARD,
 its sole member
	 	
							
		 		 		 		 	By:	 	 /s/ Russell D. Hammond
	 	
		 		 		 		 		 	Name:	 	Russell D. Hammond	 	

  

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

		 	Name: Jay Ferguson
		 	Title: Chief Financial Officer and Treasurer
	
	AQUILEX CORPORATION
		
	By:	 	 /s/ Jay Ferguson

		 	Name: Jay Ferguson
		 	Title: Chief Financial Officer and Treasurer
	
	AQUILEX HYDROCHEM, INC.
		
	By:	 	 /s/ Jay Ferguson

		 	Name: Jay Ferguson
		 	Title: Chief Financial Officer and Treasurer


  

[SIGNATURE PAGE TO FIRST SUPPLEMENTAL INDENTURE]









 AQUILEX SPECIALTY REPAIR AND OVERHAUL, CORP. 

 

					
	By:	 	 /s/ Jay Ferguson

		 	Name: Jay Ferguson
		 	Title: Chief Financial Officer and Treasurer

 AQUILEX HYDROCHEM INDUSTRIAL CLEANING, INC. 
  

					
	By:	 	 /s/ Jay Ferguson

		 	Name: Jay Ferguson
		 	Title: Chief Financial Officer and Treasurer

 AQUILEX SMS, INC. 
  

					
	By:	 	 /s/ Jay Ferguson

		 	Name: Jay Ferguson
		 	Title: Chief Financial Officer and Treasurer

 AQUILEX WSI, INC. 
  

					
	By:	 	 /s/ Jay Ferguson

		 	Name: Jay Ferguson
		 	Title: Chief Financial Officer and Treasurer


  

[SIGNATURE PAGE TO FIRST SUPPLEMENTAL INDENTURE]









 WILMINGTON TRUST, NATIONAL ASSOCIATION, 
 as Trustee 
  

			
	By:	 	 /s/ Joseph P. O’Donnell

		 	Name: Joseph P. O’Donnell
		 	Title: Vice President


  

[SIGNATURE PAGE TO FIRST SUPPLEMENTAL INDENTURE]