NOW INC. : entering into a material definitive agreement, creating a direct financial obligation or obligation under an off-balance sheet arrangement of a holder, disclosure of FD settlement, financial statements and exhibits (Form 8-K )

Article 1.01. The conclusion of an important definitive agreement.

At December 14, 2021, NOW Inc. (the “Company” and with certain direct and indirect subsidiaries of the Company, the “Borrowers”) have entered into an amendment (the “First Amendment”) to the senior secured credit facility existing as of April 30, 2018, among the Borrowers, the lenders who are parties to it and
Wells Fargo Bank, National Association acting as administrative agent, issuing lender and swing lender (as amended, the “Credit Agreement”).

The First Amendment modifies certain terms, provisions and covenants of the Credit Agreement, including, but not limited to: (i) extends the due date under the Credit Agreement to December 14, 2026; (ii) provides for a period of five years
$ 500 million global revolving credit facility, with the ability to further increase the credit facility to $ 750 million; (iii) increase availability under the Credit Agreement by expanding the definition of borrowing base to include certain pledged cash deposits of Borrowers; and (iv) decrease by 0.250% the rate applicable to base rate borrowings and euro-currency rate borrowings when the Fixed Charges Coverage Ratio (as defined in the Credit Agreement) is less than or equal to 1, 50 to 1.00.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed as Exhibit 10.1 of this current report on Form 8-K and is incorporated into it. here for reference.

Article 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant.

The description of the First Amendment presented above in Section 1.01 of this report is incorporated by reference in this Section 2.03.

Article 7.01 Regulation FD Disclosure.

At December 17, 2021, the Company issued a press release announcing the entry into the First Amendment described above. A copy of the press release is provided as Exhibit 99.1 attached hereto and incorporated herein by reference.

In accordance with Policy Statement B.2 of Form 8-K, the information set out in Section 7.01 of this current report on Form 8-K, including Attachment 99.1 attached, is provided in accordance with Section 7.01 of the Form 8-K and will not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the requirements of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any language of general incorporation in such filings, except to the extent expressly set forth by specific reference in such filing. The filing of this Section 7.01 of this current report on Form 8-K should not be taken as an admission as to the materiality of the information contained herein which should be disclosed solely by reason of the FD Rule.

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Article 9.01. Financial statements and supporting documents.

(d) Exhibits



Exhibit
Number       Description

10.1*          First Amendment to Credit Agreement, and First Amendment to US
             Guaranty and Security Agreement, dated as of December 14, 2021, among
             the Borrowers, the lenders party thereto and Wells Fargo Bank,
             National Association, as administrative agent, an issuing lender and
             swing lender.

99.1           NOW Inc. press release dated December 17, 2021 announcing entry into
             the First Amendment.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)



* Parts and annexes omitted in accordance with Article 601 (a) (5) of Regulation SK. A

a copy of any omitted exhibits or annexes will be provided in addition to the

SECOND on demand.

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