APERGY CORPORATION Purchase AgreementPurchase Agreement • April 25th, 2018 • Apergy Corp • Construction, mining & materials handling machinery & equip • New York
Apergy Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $300,000,000 principal amount of its 6.375% Senior Notes due 2026 (the “Notes”). The Notes will be issued pursuant to an Indenture to be dated as of May 3, 2018 (the “Initial Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). On and after the Spin-off Date (as defined below), the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally (the “Guarantees”), by (i) the guarantors listed in Schedule 2 hereto and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as defined below) that executes an additional guarantee in accordance with the terms of the Indenture (as defined below), and their respective successors and assigns (c
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN DOVER CORPORATION AND APERGY CORPORATION DATED AS OF May 9, 2018Employee Matters Agreement • May 11th, 2018 • Apergy Corp • Construction, mining & materials handling machinery & equip • New York
THIS EMPLOYEE MATTERS AGREEMENT is entered into as of May 9, 2018, by and between Dover Corporation, a Delaware corporation (“Dover”), and Apergy Corporation, a Delaware corporation (“Apergy” and together with Dover, the “Parties” and each, a “Party”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 11th, 2018 • Apergy Corp • Construction, mining & materials handling machinery & equip • New York
This Transition Services Agreement (this “Services Agreement”) is made as of this 9th day of May, 2018 by and between (i) Dover Corporation, a Delaware corporation (“Dover”), and (ii) Apergy Corporation, a Delaware corporation (“Apergy”). Each of Dover and Apergy is sometimes referred to herein as a “Party” and collectively, as the “Parties.”
SEPARATION AND DISTRIBUTION AGREEMENT by and between DOVER CORPORATION and APERGY CORPORATION Dated as of May 9, 2018Separation and Distribution Agreement • May 11th, 2018 • Apergy Corp • Construction, mining & materials handling machinery & equip • New York
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of May 9, 2018, by and between Dover Corporation, a Delaware corporation (“Dover”), and Apergy Corporation, a Delaware corporation (“Apergy”) (each a “Party” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 1.1 hereof.
INTELLECTUAL PROPERTY MATTERS AGREEMENT dated as of June 3, 2020 by and between ECOLAB INC. and CHAMPIONX HOLDING INC.Intellectual Property Matters Agreement • June 4th, 2020 • ChampionX Corp • Construction, mining & materials handling machinery & equip • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of June 3, 2020 (the “Effective Date”), is entered into by and between Ecolab Inc. (“Everest”), on the one hand, and ChampionX Holding Inc. (“Newco”), on the other hand (each of Everest and Newco, a “Party,” and together, the “Parties”).
TAX MATTERS AGREEMENT Between DOVER CORPORATION on behalf of itself and the DOVER AFFILIATES and APERGY CORPORATION on behalf of itself and the APERGY AFFILIATESTax Matters Agreement • May 11th, 2018 • Apergy Corp • Construction, mining & materials handling machinery & equip • New York
This Tax Matters Agreement (the “Agreement”) is entered into as of the 9th day of May, 2018, between Dover Corporation (“Dover”), a Delaware corporation, and Apergy Corporation (“Apergy”), a Delaware corporation.
MASTER CROSS SUPPLY AND PRODUCT TRANSFER AGREEMENT Between ECOLAB INC. (“EVEREST”) And CHAMPIONX LLC (“NEWCO”) Dated as of June 3, 2020Master Cross Supply and Product Transfer Agreement • June 4th, 2020 • ChampionX Corp • Construction, mining & materials handling machinery & equip • Delaware
This Master Cross Supply and Product Transfer Agreement (“Agreement”), dated this 3rd day of June, 2020, is by and among Ecolab Inc., a Delaware corporation (“Everest”) and ChampionX LLC, a Delaware limited liability company (“Newco”). Everest and Newco are sometimes referred to herein individually as a “Party” or collectively as the “Parties”.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN ECOLAB INC. AND CHAMPIONX HOLDING INC. DATED AS OF JUNE 3, 2020Transition Services Agreement • June 4th, 2020 • ChampionX Corp • Construction, mining & materials handling machinery & equip
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of June 3, 2020 (the “Closing Date”), is entered into by and between Ecolab Inc. (“Everest”), a Delaware corporation, and ChampionX Holding Inc. (“Newco”), a Delaware corporation. “Party” or “Parties” means Everest or Newco, individually or collectively, as the case may be.
MASTER RECEIVABLES PURCHASE AGREEMENTMaster Receivables Purchase Agreement • July 5th, 2022 • ChampionX Corp • Construction, mining & materials handling machinery & equip • New York
This MASTER RECEIVABLES PURCHASE AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of June 28, 2022 among ChampionX LLC, a Delaware limited liability company (“ChampionX”), as a seller and a servicer hereunder, US Synthetic Corporation, a Delaware corporation (“US Synthetic”), as a seller and a servicer hereunder, and such other Subsidiaries of ChampionX Corporation (the “Company”), if any, as may become party hereto as a seller and a servicer hereunder through a Seller Joinder Agreement pursuant to the terms hereof (“Additional Sellers” and, together with ChampionX and US Synthetic, each a “Seller” and collectively the “Sellers”) and Apergy USA, Inc., a Delaware corporation (“Apergy”), in its capacity as servicer, subservicer and or collection agent in connection with the provisions of Section 2(a) through (d), and JPMorgan Chase Bank, N.A. (together with its successors and permitted assigns, the “Purchaser”).
FOURTH AMENDMENT TO MASTER RECEIVABLES PURCHASE AGREEMENTMaster Receivables Purchase Agreement • July 25th, 2024 • ChampionX Corp • Construction, mining & materials handling machinery & equip
This Fourth Amendment dated as of May 16, 2024 (the “Amendment”) is to that certain Master Receivables Purchase Agreement dated as of June 28, 2022, among ChampionX LLC and US Synthetic Corporation, as Seller and Servicer, Apergy USA, Inc., as Servicer, ChampionX Corporation, as Company and Seller Representative, and JPMorgan Chase Bank, N.A., as Purchaser (as amended, extended, modified, supplemented, restated, renewed and/or replaced, the “RPA”), under which a Seller may request to sell and assign certain receivables to Purchaser pursuant to the terms therein and Purchaser may in its sole discretion purchase such receivables (such arrangement, the “Uncommitted Receivables Purchase Facility”). Unless otherwise defined herein, capitalized terms shall have the meanings assigned to them in the RPA.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among ECOLAB INC., CHAMPIONX HOLDING INC., APERGY CORPORATION, and ATHENA MERGER SUB, INC. Dated as of December 18, 2019Merger Agreement • December 20th, 2019 • Apergy Corp • Construction, mining & materials handling machinery & equip • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of December 18, 2019, by and among: (i) Ecolab Inc., a Delaware corporation (“Everest”); (ii) ChampionX Holding Inc., a Delaware corporation and a wholly owned subsidiary of Everest (“Newco”); (iii) Apergy Corporation, a Delaware corporation (“Athena”); and (iv) Athena Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Athena (“Merger Sub”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
TAX MATTERS AGREEMENT by and among ECOLAB INC., CHAMPIONX HOLDING INC., and APERGY CORPORATION Dated as of June 3, 2020Tax Matters Agreement • June 4th, 2020 • ChampionX Corp • Construction, mining & materials handling machinery & equip
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of June 3, 2020, is by and among Ecolab Inc. (“Everest”), a Delaware corporation, ChampionX Holding Inc. (“Newco”), a Delaware corporation and wholly owned subsidiary of Everest, and Apergy Corporation (“Athena”), a Delaware corporation. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Section 1.1.
PERFORMANCE UNDERTAKINGPerformance Undertaking • July 5th, 2022 • ChampionX Corp • Construction, mining & materials handling machinery & equip • New York
This PERFORMANCE UNDERTAKING, dated June 28, 2022 (as it may be amended, supplemented, restated or otherwise modified from time to time, this “Undertaking”), is made by ChampionX Corporation, a Delaware corporation (the “Guarantor”), in favor of JPMorgan Chase Bank, N.A and any affiliate that becomes party to the Purchase Agreement (as defined below) (“JPMorgan”), as the Purchaser under the Purchase Agreement (as defined below), each additional Purchaser that joins the Purchase Agreement in accordance with, and to the extent permitted by, its terms (together with JPMorgan, the “Purchaser”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG ECOLAB INC., CHAMPIONX HOLDING INC., AND APERGY CORPORATION DATED AS OF DECEMBER 18, 2019Separation and Distribution Agreement • December 20th, 2019 • Apergy Corp • Construction, mining & materials handling machinery & equip • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of December 18, 2019, by and among: (i) Ecolab Inc., a Delaware corporation (“Everest”); (ii) ChampionX Holding Inc., a Delaware corporation and wholly owned Subsidiary of Everest (“Newco”); and (iii) Apergy Corporation, a Delaware corporation (“Athena”) (each a “Party” and together, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER by and among SCHLUMBERGER LIMITED, SODIUM HOLDCO, INC., SODIUM MERGER SUB, INC. and CHAMPIONX CORPORATION Dated as of April 2, 2024Merger Agreement • April 3rd, 2024 • ChampionX Corp • Construction, mining & materials handling machinery & equip • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 2, 2024, is by and among Schlumberger Limited, a Curaçao corporation (“Sodium”), Sodium Holdco, Inc., a Delaware corporation and indirect wholly owned Subsidiary of Sodium, (“Sodium US”), Sodium Merger Sub, Inc., a Delaware corporation and direct wholly owned Subsidiary of Sodium US (“Merger Sub”), and ChampionX Corporation, a Delaware corporation (the “Company”).
EMPLOYEE MATTERS AGREEMENT by and among ECOLAB INC., CHAMPIONX HOLDING INC., and APERGY CORPORATION Dated as Of December 18, 2019Employee Matters Agreement • December 20th, 2019 • Apergy Corp • Construction, mining & materials handling machinery & equip
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is entered into as of December 18, 2019 by and among: (i) Ecolab Inc., a Delaware corporation (“Everest”); (ii) ChampionX Holding Inc., a Delaware corporation and wholly owned Subsidiary of Everest (“Newco”); and (iii) Apergy Corporation, a Delaware corporation (“Athena”) (each a “Party” and together, the “Parties”). Terms used but not defined herein shall have the meaning ascribed to them in the Separation and Distribution Agreement.
FIFTH AMENDMENT TO MASTER RECEIVABLES PURCHASE AGREEMENTMaster Receivables Purchase Agreement • October 24th, 2024 • ChampionX Corp • Construction, mining & materials handling machinery & equip
This Fifth Amendment dated as of August 30th, 2024 (the “Amendment”) is to that certain Master Receivables Purchase Agreement dated as of June 28, 2022, among ChampionX LLC and US Synthetic Corporation, as Seller and Servicer, ChampionX Corporation, as Company and Seller Representative, and JPMorgan Chase Bank, N.A., as Purchaser (as amended, extended, modified, supplemented, restated, renewed and/or replaced, the “RPA”), under which a Seller may request to sell and assign certain receivables to Purchaser pursuant to the terms therein and Purchaser may in its sole discretion purchase such receivables (such arrangement, the “Uncommitted Receivables Purchase Facility”). Unless otherwise defined herein, capitalized terms shall have the meanings assigned to them in the RPA.
Facility Extension Request August 28, 2023Master Receivables Purchase Agreement • February 6th, 2024 • ChampionX Corp • Construction, mining & materials handling machinery & equip
Reference is hereby made to that certain Master Receivables Purchase Agreement, dated as of June 28, 2022, by and among, inter alios, ChampionX Corporation (the “Seller Representative”), the following subsidiaries of the Seller Representative, as sellers and servicers: ChampionX LLC (“ChampionX”), US Synthetic Corporation (“US Synthetic”) and Apergy ESP Systems, LLC (“Apergy ESP,” together with ChampionX and US Synthetic, collectively the “Sellers,” and each a “Seller”), Apergy USA, Inc., in its capacity as servicer, and JPMorgan Chase Bank, N.A. (the “Purchaser”) (as it may be amended, restated, supplemented or otherwise modified from time to time, including by that certain Joinder Agreement dated as of March 28, 2023 executed by among the Seller Representative, the Sellers and the Purchaser, the “Agreement”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.
SUPPLEMENTAL INDENTURE DELIVERED BY SUBSEQUENT GUARANTORSupplemental Indenture • March 2nd, 2020 • Apergy Corp • Construction, mining & materials handling machinery & equip • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 5, 2019, among Apergy Corporation, a Delaware corporation (the “Issuer”), Ace Downhole, LLC, a Delaware limited liability company and a subsidiary of the Issuer (the “Guaranteeing Subsidiary”), and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
Facility Extension Request June 26, 2023Facility Extension Request • February 6th, 2024 • ChampionX Corp • Construction, mining & materials handling machinery & equip
Reference is hereby made to that certain Master Receivables Purchase Agreement, dated as of June 28, 2022, by and among, inter alios, ChampionX Corporation (the “Seller Representative”), the following subsidiaries of the Seller Representative, as sellers and servicers: ChampionX LLC (“ChampionX”), US Synthetic Corporation (“US Synthetic”) and Apergy ESP Systems, LLC (“Apergy ESP,” together with ChampionX and US Synthetic, collectively the “Sellers,” and each a “Seller”), Apergy USA, Inc., in its capacity as servicer, and JPMorgan Chase Bank, N.A. (the “Purchaser”) (as it may be amended, restated, supplemented or otherwise modified from time to time, including by that certain Joinder Agreement dated as of March 28, 2023 executed by among the Seller Representative, the Sellers and the Purchaser, the “Agreement”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.
January 15, 2021 Jay A. Nutt ChampionX CorporationTransition Arrangements • January 21st, 2021 • ChampionX Corp • Construction, mining & materials handling machinery & equip
This letter agreement (this “Agreement”) confirms the understandings between you and ChampionX Corporation (the “Company”) with respect to the transition of your position with the Company and your rights and obligations under (i) the ChampionX Corporation Senior Executive Change-in-Control Severance Plan (the “CIC Plan”) and (ii) the ChampionX Corporation Amended and Restated 2018 Equity and Cash Incentive Plan (the “Equity Plan”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 10th, 2020 • ChampionX Corp • Construction, mining & materials handling machinery & equip • New York
SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of June 24, 2020 (this “Amendment”), by and among ChampionX Corporation (f/k/a Apergy Corporation), a Delaware corporation (the “Borrower”), each Revolving Lender, each Issuing Bank, the other Lenders party hereto and JPMorgan Chase Bank, N.A., as the administrative agent (in such capacity, the “Administrative Agent”).
Facility Extension Request August 30, 2024Master Receivables Purchase Agreement • October 24th, 2024 • ChampionX Corp • Construction, mining & materials handling machinery & equip
RELEASE AND SEPARATION AGREEMENTRelease and Separation Agreement • January 21st, 2021 • ChampionX Corp • Construction, mining & materials handling machinery & equip • Texas
This RELEASE AND SEPARATION AGREEMENT (this “Agreement”) is entered into by and between Jay A. Nutt (“Employee”) and ChampionX Corporation (the “Company”) as of January 19, 2021, pursuant to the terms of that certain Transition Letter Agreement (the “Transition Letter”), dated January 15, 2021, by and between Employee and the Company. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Transition Letter. In exchange for the consideration set forth in the Transition Letter, Employee hereby agrees as follows:
SECOND AMENDMENT TO MASTER RECEIVABLES PURCHASE AGREEMENTMaster Receivables Purchase Agreement • February 6th, 2024 • ChampionX Corp • Construction, mining & materials handling machinery & equip
This Second Amendment dated as of October 24th, 2023 (the “Amendment”) is to that certain Master Receivables Purchase Agreement dated as of June 28, 2022, among ChampionX LLC, US Synthetic Corporation and Apergy ESP Systems, LLC,, as Seller and Servicer, Apergy USA, Inc., as Servicer, ChampionX Corporation, as Company and Seller Representative, and JPMorgan Chase Bank, N.A., as Purchaser (as amended, extended, modified, supplemented, restated, renewed and/or replaced, the “RPA”), under which a Seller may request to sell and assign certain receivables to Purchaser pursuant to the terms therein and Purchaser may in its sole discretion purchase such receivables (such arrangement, the “Uncommitted Receivables Purchase Facility”). Unless otherwise defined herein, capitalized terms shall have the meanings assigned to them in the RPA.
CREDIT AGREEMENT dated as of June 3, 2020 among CHAMPIONX HOLDING INC., as the Borrower, The Lenders Party Hereto, and BANK OF AMERICA, N.A., as Administrative Agent BANK OF AMERICA, N.A., as Sole Lead Arranger and Sole BookrunnerCredit Agreement • June 4th, 2020 • ChampionX Corp • Construction, mining & materials handling machinery & equip • Delaware
CREDIT AGREEMENT dated as of June 3, 2020 (this “Agreement”), among CHAMPIONX HOLDING INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto and BANK OF AMERICA, N.A., as Administrative Agent, and upon effectiveness of the Credit Agreement Joinder, CHAMPIONX CORPORATION (f/k/a Apergy Corporation), a Delaware corporation.
MASTER RECEIVABLE PURCHASE AGREEMENTJoinder Agreement • April 25th, 2023 • ChampionX Corp • Construction, mining & materials handling machinery & equip
THIS JOINDER AGREEMENT, dated as of March 28, 2023, (this “Joinder Agreement”) among Apergy ESP Systems, LLC, the Person to be joined hereby as a Seller and Servicer under the Purchase Agreement (as defined below) (the “New Seller”), each Seller and Servicer party to the Purchase Agreement as of the date hereof (collectively, the “Existing Sellers”), and JPMorgan Chase Bank, N.A. (the “Purchaser”).
FIRST AMENDMENT TO MASTER RECEIVABLES PURCHASE AGREEMENTMaster Receivables Purchase Agreement • February 6th, 2024 • ChampionX Corp • Construction, mining & materials handling machinery & equip
This First Amendment dated as of October 4, 2022 (the “Amendment”) is to that certain Master Receivables Purchase Agreement dated as of June 28, 2022, among ChampionX LLC and US Synthetic Corporation, each as Seller and Servicer, Apergy USA, Inc., as Servicer, ChampionX Corporation, as Company and Seller Representative, and JPMorgan Chase Bank, N.A., as Purchaser (as amended, extended, modified, supplemented, restated, renewed and/or replaced, the “RPA”), under which a Seller may request to sell and assign certain receivables to Purchaser pursuant to the terms therein and Purchaser may in its sole discretion purchase such receivables (such arrangement, the “Uncommitted Receivables Purchase Facility”). Unless otherwise defined herein, capitalized terms shall have the meanings assigned to them in the RPA.
Facility Extension Request July 20, 2023Master Receivables Purchase Agreement • February 6th, 2024 • ChampionX Corp • Construction, mining & materials handling machinery & equip
Reference is hereby made to that certain Master Receivables Purchase Agreement, dated as of June 28, 2022, by and among, inter alios, ChampionX Corporation (the “Seller Representative”), the following subsidiaries of the Seller Representative, as sellers and servicers: ChampionX LLC (“ChampionX”), US Synthetic Corporation (“US Synthetic”) and Apergy ESP Systems, LLC (“Apergy ESP,” together with ChampionX and US Synthetic, collectively the “Sellers,” and each a “Seller”), Apergy USA, Inc., in its capacity as servicer, and JPMorgan Chase Bank, N.A. (the “Purchaser”) (as it may be amended, restated, supplemented or otherwise modified from time to time, including by that certain Joinder Agreement dated as of March 28, 2023 executed by among the Seller Representative, the Sellers and the Purchaser, the “Agreement”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.
SUPPLEMENTAL INDENTURESupplemental Indenture • August 10th, 2020 • ChampionX Corp • Construction, mining & materials handling machinery & equip • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 18, 2020, among ChampionX Holding Inc., a Delaware corporation (“ChampionX Holding”), ChampionX U.S. 3 Inc., a Delaware corporation (“ChampionX U.S. 3”), ChampionX USA Inc., a Delaware corporation (“ChampionX USA”), ChampionX U.S. 5, LLC, a Delaware limited liability company (“ChampionX U.S. 5”), and ChampionX, LLC, a Delaware limited liability company (“ChampionX LLC” and, together with ChampionX Holding, ChampionX U.S. 3, ChampionX USA and ChampionX U.S. 5, each a “Guaranteeing Subsidiary” and, together the “Guaranteeing Subsidiaries”), each a subsidiary of ChampionX Corporation (formerly known as Apergy Corporation) (the “Issuer”), and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
ESCROW AGREEMENTEscrow Agreement • May 7th, 2018 • Apergy Corp • Construction, mining & materials handling machinery & equip • New York
THIS ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this “Agreement”) is made and entered into as of May 3, 2018, by and among Wells Fargo Bank, National Association, as trustee under the Indenture (as defined below) (in such capacity, the “Trustee”), Apergy Corporation, a Delaware corporation (the “Issuer” and, together with the Trustee, sometimes referred to individually as a “Party” or collectively as the “Parties”), and JPMorgan Chase Bank, N.A., in its capacities as escrow agent and, as applicable, bank (the “Escrow Agent”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture; provided the Escrow Agent shall not be deemed to have any knowledge of or obligation with respect to the meaning of any capitalized term not defined herein.
