EX-10.8



 Exhibit 10.8 
 AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT 
 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”). 
 W I T N E S S E T H: 
 WHEREAS, the Note Parties and the Holders are
parties to that certain Forbearance Agreement, dated as of November 15, 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Forbearance Agreement”); 

WHEREAS, the Note Parties, the First Lien Agent, the holders of at least two-thirds in amount of the outstanding Loans (as defined
in the First Lien Credit Agreement), the Second Lien Agent, the holders of at least two-thirds in amount of the Loans (as defined in the Second Lien Credit Agreement), the beneficial holders or investment advisors or managers for the account of the
holders of at least two-thirds in principal amount of the Notes, certain Holders, as equity backstop parties, and the Sponsor are, concurrently with the effectiveness hereof, entering into a Restructuring Support Agreement, pursuant to which the
debt obligations of Holdings shall be restructured through either an out-of-court restructuring or commencement of pre-packaged bankruptcy cases (the “Restructuring Support Agreement”); 

WHEREAS, the Note Parties have requested an extension to the termination date set forth in the Forbearance Agreement and the
Holders are willing to agree to such extension on the terms and conditions set forth herein; 
 NOW THEREFORE, in
consideration of the foregoing and the mutual agreements set forth herein, the parties hereto agree as follows: 
 SECTION 1.
Definitions. Unless otherwise defined in this Amendment, each capitalized term used in this Amendment has the meaning assigned to such term in the Forbearance Agreement. 

SECTION 2. Amendments. On the terms and subject to the conditions set forth in this Amendment: 

(a) Section 1.10(a) of the Forbearance Agreement is hereby amended by inserting the following proviso at the end thereof: “;
provided, that if the deadline for consummating an out-of-court restructuring or, alternatively, commencing voluntary cases under chapter 11 of the Bankruptcy Code, has been extended pursuant to the terms of the Restructuring Support
Agreement to a date later than February 3, 2012, then this Section 1.10(a) shall be deemed a reference to such later date”; and 







 (b) Section 1.10(b) of the Forbearance Agreement is hereby amended by adding the words
“expiration or” immediately before the word “termination” appearing therein. 
 SECTION 3.
Joinder. Sphere Capital, LLC - Series D (the “New Party”), by its signature below, becomes a Holder and a party to the Forbearance Agreement (as amended by this Amendment), and agrees to all of the terms and provisions of
the Forbearance Agreement (as amended by this Amendment). Each reference to a “Holder” in the Forbearance Agreement (as amended by this Amendment) shall be deemed to include the New Party. 

SECTION 4. Effectiveness. This Amendment shall become effective on the date upon which the following conditions have been
satisfied in full: 
 (a) the Holders shall have received a counterpart of this Amendment duly executed by the Note Parties and
the Holders; and 
 (b) the Holders shall have received an executed, valid and effective amendment to the First Lien Forbearance
Agreement, in form and substance satisfactory to the Holders. 
 SECTION 5. Governing Law. THIS AMENDMENT SHALL
BE GOVERNED BY AND BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.  

SECTION 6. Effect of the Amendment. Except as expressly set forth herein, this Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Holders under the Forbearance Agreement, the Indenture or the Notes, and shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Forbearance Agreement, the Indenture or the Notes, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed
to entitle the Issuers, the other Note Parties or any other person to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Forbearance Agreement,
the Indenture or the Notes in similar or different circumstances. 
 SECTION 7. Execution in Counterparts. This
Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature
page to this Amendment by facsimile or electronic mail shall be effective delivery of a manually executed counterpart of this Amendment. 
 SECTION 8. Waiver of Jury Trial. THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT AND FOR ANY
COUNTERCLAIM THEREIN. 

  
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 SECTION 9. Headings. The paragraph headings used in this Amendment are for
convenience only and shall not affect the interpretation of any of the provisions hereof. 
 [Remainder of Page Left
Intentionally Blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by its
officers thereunto duly authorized as of the date first above written. 
  

			
	ISSUERS:
	
	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/ Darren Smart

		 	Name: Darren Smart
		 	Title: Portfolio Manager
	
	AQUILEX FINANCE CORP.
		
	By:	 	 /s/ Jay W. Ferguson

		 	Name: Jay W. Ferguson
		 	Title: CFO and Treasurer



  
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	GUARANTORS:
	
	AQUILEX CORPORATION
		
	By:	 	 /s/ Jay W. Ferguson

		 	Name: Jay W. Ferguson
		 	Title: CFO and Treasurer
	
	AQUILEX HYDROCHEM, INC.
		
	By:	 	 /s/ Jay W. Ferguson

		 	Name: Jay W. Ferguson
		 	Title: CFO and Treasurer
	
	AQUILEX HYDROCHEM INDUSTRIAL CLEANING, INC.
		
	By:	 	 /s/ Jay W. Ferguson

		 	Name: Jay W. Ferguson
		 	Title: CFO and Treasurer
	
	AQUILEX SPECIALTY REPAIR AND OVERHAUL, INC.
		
	By:	 	 /s/ Jay W. Ferguson

		 	Name: Jay W. Ferguson
		 	Title: CFO and Treasurer



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

		 	Name: Jay W. Ferguson
		 	Title: CFO and Treasurer
	
	AQUILEX SMS, INC.
		
	By:	 	 /s/ Jay W. Ferguson

		 	Name: Jay W. Ferguson
		 	Title: CFO and Treasurer



  
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	CCP II DEBT AQLX I LLC
		
	By:	 	 /s/ Jeff Gelfand

		 	Name: Jeff Gelfand
		 	Title: Senior Managing Director



  
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	CCP II DEBT AQLX II LLC
		
	By:	 	 /s/ Jeff Gelfand

		 	Name: Jeff Gelfand
		 	Title: Senior Managing Director



  
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	CCP II DEBT AQLX III LLC
		
	By:	 	 /s/ Jeff Gelfand

		 	Name: Jeff Gelfand
		 	Title: Senior Managing Director



  
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	CCP II DEBT AQLX IV LLC
		
	By:	 	 /s/ Jeff Gelfand

		 	Name: Jeff Gelfand
		 	Title: Senior Managing Director



  
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	CCP II DEBT AQLX V LLC
		
	By:	 	 /s/ Jeff Gelfand

		 	Name: Jeff Gelfand
		 	Title: Senior Managing Director



  
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	CCP II DEBT AQLX VI LLC
		
	 By:
	 	 /s/ Jeff Gelfand

		 	Name: Jeff Gelfand
		 	Title: Senior Managing Director



  
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	CCP II DEBT AQLX VII LLC
		
	By:	 	 /s/ Jeff Gelfand

		 	Name: Jeff Gelfand
		 	Title: Senior Managing Director



  
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	CCP II DEBT AQLX VIII LLC
		
	By:	 	 /s/ Jeff Gelfand

		 	Name: Jeff Gelfand
		 	Title: Senior Managing Director



  
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	CCP II DEBT AQLX IX LLC
		
	By:	 	 /s/ Jeff Gelfand

		 	Name: Jeff Gelfand
		 	Title: Senior Managing Director



  
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	CCP II DEBT AQLX X LLC
		
	By:	 	 /s/ Jeff Gelfand

		 	Name: Jeff Gelfand
		 	Title: Senior Managing Director



  
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	CCP II DEBT AQLX XI LLC
		
	By:	 	 /s/ Jeff Gelfand

		 	Name: Jeff Gelfand
		 	Title: Senior Managing Director



  
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	CCP II DEBT AQLX XII LLC
		
	By:	 	 /s/ Jeff Gelfand

		 	Name: Jeff Gelfand
		 	Title: Senior Managing Director



  
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	CCP II DEBT AQLX XIII LLC
		
	By:	 	 /s/ Jeff Gelfand

		 	Name: Jeff Gelfand
		 	Title: Senior Managing Director



  
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	CCP II DEBT AQLX XIV LLC
		
	By:	 	 /s/ Jeff Gelfand

		 	Name: Jeff Gelfand
		 	Title: Senior Managing Director



  
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	CCP II DEBT AQLX XV LLC
		
	By:	 	 /s/ Jeff Gelfand

		 	Name: Jeff Gelfand
		 	Title: Senior Managing Director



  
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	CCP II DEBT ACQUISITION, L.P.
		
	By:	 	 /s/ Jeff Gelfand

		 	Name: Jeff Gelfand
		 	Title: Senior Managing Director



  
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	CENTERBRIDGE CAPITAL PARTNERS SBS II, L.P.
		
	By:	 	 /s/ Jeff Gelfand

		 	Name: Jeff Gelfand
		 	Title: Senior Managing Director



  
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	LOCUST STREET FUNDING LLC
	
	By: GSO / BLACKSTONE DEBT FUNDS MANAGEMENT LLC, as Sub-Adviser
		
	By:	 	 /s/ Daniel H. Smith

		 	Name: Daniel H. Smith
		 	Title: Authorized Signatory



  
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	REDWOOD MASTER FUND, LTD.
	
	By: REDWOOD CAPITAL MANAGEMENT, LLC, its Investment Manager
		
	By:	 	 /s/ Jonathan Kolatch

		 	Name: Jonathan Kolatch
		 	Title: Managing Member



  
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	SPHERE CAPITAL, LLC – SERIES D
		
	By:	 	 /s/ Eva Kalawski

		 	Name: Eva Kalawski
		 	Title: Vice President & Secretary



  
 Amendment
No. 1 to Forbearance Agreement