Apergy entered into a new credit agreement consisting of a seven-year senior secured term loan B facility and an undrawn five-year senior secured revolving credit facility with JPMorgan Chase Bank, N.A. as administrative agent.

The proceeds of the Senior Secured Credit Facilities are expected to be used to pay fees and expenses and for working capital and other general corporate purposes of Apergy and the Guarantors.

The Term Loan Facility will have an initial commitment of $415 million. The full amount of the Term Loan Facility was funded in a single drawing on May 9, 2018. Amounts borrowed under the Term Loan Facility that are repaid or prepaid may not be reborrowed. The Term Loan Facility will mature seven years from May 9, 2018.

The Revolving Credit Facility consists of a five-year senior secured revolving credit facility with aggregate commitments in an amount equal to $250 million, of which up to $50 million is available for the issuance of letters of credit. Amounts repaid under the Revolving Credit Facility may be reborrowed. The Revolving Credit Facility will mature five years from May 9, 2018.

At Apergy’s election, outstanding borrowings under the Senior Secured Credit Facilities will accrue interest at a per annum rate of (i) a LIBOR rate plus the applicable spread or (ii) a base rate plus the applicable spread.

During an event of default, overdue amounts under the Senior Secured Credit Facilities may bear interest at a rate 2.00% in excess of the otherwise applicable rate of interest.

Apergy will pay certain fees with respect to the Senior Secured Credit Facilities, including an unused commitment fee on the undrawn portion of the Revolving Credit Facility as well as certain other unused fees.

The Senior Secured Credit Facilities contain a number of customary covenants that, among other things, will limit or restrict the ability of Apergy and the restricted subsidiaries to (subject to certain qualifications and exceptions): create liens and encumbrances; incur additional indebtedness; merge, dissolve, liquidate or consolidate; make acquisitions, investments, advances or loans; dispose of or transfer assets; pay dividends or make other payments in respect of their capital stock; amend certain material documents; redeem or repurchase certain debt; engage in certain transactions with affiliates; and enter into certain restrictive agreements.