Item 1.01. Entry into a Material Definitive Agreement.

On December 29, 2022, NOW Inc. (the "Company", and together with certain direct and indirect subsidiaries of the Company, the "Borrowers") entered into a second amendment (the "Second Amendment") to the existing senior secured credit facility dated as of April 30, 2018, among the Borrowers, the lenders party thereto and Wells Fargo Bank, National Association serving as the administrative agent, an issuing lender and swing lender (as amended, the "Credit Agreement").

The Second Amendment amends certain terms, provisions and covenants of the Credit Agreement, including, among other things: (i) replaces the London Interbank Offered Rate (LIBOR) with the secured overnight financing rate (SOFR) as the interest rate benchmark with the existing applicable margin plus a credit spread adjustment of 0.10% per annum; (ii) modifies certain reporting obligations with respect to the Company's share repurchase program; and (iii) increases the sublimit for US letters of credit to $20 million.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The description of the Second Amendment set forth above in Item 1.01 of this Report is incorporated by reference in this Item 2.03.

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Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit
Number                                    Description

10.1           Second Amendment to Credit Agreement, among the Borrowers, the
             lenders party thereto and Wells Fargo Bank, National Association, as
             administrative agent, an issuing lender and swing lender.

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

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