Item 1.01 Entry into a Material Definitive Agreement.
On
· Extend the term of the Purchase Agreement to the earliest to occur of
(i)August 13, 2023 , (ii)December 31, 2022 , if prior thereto the Company's existing revolving credit facility (the "RCF") is not amended to extend its termination date to at leastOctober 11, 2024 and immediately after giving effect to such amendment the Consolidated Cash Balance of the Company (as defined under the RCF, the "Consolidated Cash Balance") is not at least$220 million , and (iii)July 19, 2022 , if on such date any of the 5.5% Senior Notes due 2023 ofNabors Delaware remain outstanding;
· Reduce the commitments of the Purchasers under the Purchase Agreement from
million to
million;
· Reduce the number of Purchasers from three to two;
· Require weekly reporting under certain circumstances if the Consolidated Cash
Balance falls below
· Authorize the Administrative Agent's control over collection accounts in
certain circumstances if the Consolidated Cash Balance falls below
million; and
· Add as an event of termination the Consolidated Cash Balance falling below
million and not being cured as provided in the RCF.
Amounts paid by the Purchasers to NARF for the purchase of the receivables pursuant to the Purchase Agreement, as amended pursuant to the Amendment, will accrue Yield for the Purchasers at a Yield Rate equal to the LIBOR Market Index Rate ("LMIR") plus the Applicable Margin of 1.75%; provided that on any day while an Event of Termination has occurred and is continuing, the Yield Rate shall be a rate per annum equal to the sum of 2.00% per annum plus the greater of (i) the Yield Rate as set forth above and (ii) the sum of the Alternative Base Rate in effect on such day plus the Applicable Margin. The Alternative Base Rate is the highest of (i) the Prime Rate, (ii) 0.75% per annum. NARF paid an upfront fee to the Purchasers of 0.20% of the commitments upon the effectiveness of the Amendment.
Capitalized terms used herein but not defined herein shall have the meanings given such terms in the First Amendment, a copy of which is filed as Exhibits 10.1 to this Current Report on Form 8-K. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of thereof, each of which is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
(b) The disclosure set forth in Item 1.01 above is incorporated herein by
reference in its entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
10.1 First Amendment to the Receivables Purchase Agreement, dated as ofJuly 13, 2021 , by and amongNabors A.R.F., LLC ,Nabors Industries, Inc. , Arab Banking Corporation B.S.C.New York Branch, andWells Fargo Bank, N.A. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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