Item 1.01 Entry into a Material Definitive Agreement.
On
The Third Amendment amends the Purchase Agreement to, among other things:
• Extend the term of the Purchase Agreement to the earlier to occur of
(i)August 13, 2024 , (ii) if any of the principal amount of the 5.5% Senior Notes are outstanding as ofNovember 16, 2022 , thenNovember 16, 2022 , (iii) if any of the principal amount of the 5.1% Senior Notes remain outstanding as ofJune 17, 2023 , thenJune 17, 2023 , and (iv) to the extent 50% or more of the outstanding (as of the Closing Date) aggregate principal amount of the 0.75% Senior Exchangeable Notes remain outstanding and not refinanced or defeased as ofOctober 17, 2023 , thenOctober 17, 2023 .
• Increase the commitments of the Purchasers under the Purchase Agreement from
• With the addition of Nomura, increase the number of Purchasers from two to
three; and
• Modify the benchmark rate of interest from LIBOR to SOFR.
Amounts paid by the Purchasers to NARF for the purchase of the receivables pursuant to the Purchase Agreement, as amended pursuant to the Third Amendment, will accrue Yield for the Purchasers at a Yield Rate equal to (a) Daily One Month Term SOFR, plus (b) 0.10%, plus (c) an 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 an Applicable Margin of 0.75%. The Alternative Base Rate is the highest of (x) the Prime Rate, (y) 0.50% per annum above the latest Federal Funds Rate, and (z) Daily One Month Term SOFR plus 1.10%.
Capitalized terms used herein but not defined herein shall have the meanings given such terms in the Third Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, 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 Third Amendment to the Receivables Purchase Agreement, dated as ofJune 27, 2022 , by and amongNabors A.R.F., LLC ,Nabors Industries, Inc. , Arab Banking Corporation B.S.C.New York Branch,Nomura Corporate Funding Americas, LLC , andWells Fargo Bank, N.A. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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