EX-10.1


 Exhibit 10.1 

LIMITED WAIVER CREDIT AGREEMENT 

This Limited Waiver to Credit Agreement (this “Agreement”) entered into and made effective as of December 18, 2015 (the
“Waiver Effective Date”), is by and among NOW, Inc., as borrower (“Borrower”), the subsidiaries of the Borrower party hereto (each a “Guarantor” and collectively, the “Guarantors”),
the Lenders (as defined below) and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and as issuing lender and swing line lender under the Credit
Agreement. 
 RECITALS 

WHEREAS, the Borrower, the lenders from time to time party thereto (the “Lenders”), and the Administrative Agent are parties
to the Credit Agreement dated as of April 18, 2014 (the “Credit Agreement”); 
 WHEREAS, the Borrower may be unable to
cause the Interest Coverage Ratio as of the fiscal quarter ending December 31, 2015 to be greater than or equal to 3.00 to 1.00 as required under Section 6.8(b) of the Credit Agreement (the “Potential Default”) and the
Borrower will acknowledge that the Potential Default, if it occurs, would constitute an Event of Default arising under the Credit Agreement; 

WHEREAS, subject to the terms and conditions set forth herein, the parties hereto wish to provide a temporary waiver of the Potential Default;
and 
 NOW THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 

AGREEMENT 

Section 1. Defined Terms. As used in this Agreement, each of the terms defined in the opening paragraph and the Recitals
above shall have the meanings assigned to such terms therein. Each term defined in the Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Credit Agreement, unless expressly provided to the
contrary. Article, Section, Schedule, and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Agreement, unless otherwise specified. The words “hereof”, “herein”, and “hereunder” and
words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “including” means “including, without limitation”. Section headings have
been inserted in this Agreement as a matter of convenience for reference only and it is agreed that such Section headings are not a part of this Agreement and shall not be used in the interpretation of any provision of this Agreement. 

Section 2. Acknowledgment and Limited Waiver. 

(a) Each Credit Party hereby acknowledges and agrees that the Potential Default, if it occurs, would constitute an Event of Default for all
purposes under the Credit Agreement and the other Credit Documents. 
 (b) The Majority Lenders hereby agree, subject to the terms of this
Agreement, (i) to temporarily waive the Potential Default until the date (the “Waiver Termination Date”) that is the earlier to occur of (x) January 31, 2016, and (y) the date of the occurrence of any Default or
Event of Default (other than the Potential Default), and (ii) for the avoidance of doubt, until the Waiver Termination Date, the existence of the Potential Default, solely by itself, shall not be construed to result in any failure of the
Borrower to satisfy the conditions to borrowing under Section 3.3. 






 (c) The waiver by the Lenders described above is contingent upon the satisfaction of the
conditions precedent set forth in Section 4 below and is limited to the Potential Default. Such waiver is limited to the extent expressly described herein and shall not be construed to be a consent to or a permanent waiver of the Potential
Default or any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or in any of the other Credit Documents. The Lender Parties reserve (i) the right to exercise any rights and remedies available to the
them in connection with such Potential Defaults on and after the Waiver Termination Date and (ii) the right to exercise any rights and remedies available to them in connection with any other present or future defaults with respect to the Credit
Agreement or any other provision of any Credit Document. The waiver by the Lenders described in this Section 2 is temporary in nature and such Potential Default shall, unless otherwise waived by the Majority Lenders, be immediately and
automatically reinstated on the Waiver Termination Date and shall constitute an “Event of Default” under the Credit Agreement and the other Credit Documents. 

(d) Each Credit Party hereby further agrees and acknowledges that (i) the Potential Default has not been permanently waived as a result
of this Agreement and that such waiver is temporary in nature, and (ii) from and after the Waiver Termination Date, all rights and remedies of the Lenders enjoined as a result of this Section 2 shall, unless otherwise waived by the
Majority Lenders, be reinstated. 
 Section 3. Representations and Warranties. Each Credit Party hereby represents and
warrants that, as of the date hereof: (a) after giving effect to this Agreement, the representations and warranties of the Credit Parties contained in the Credit Documents are true and correct in all material respects (except that such
materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, except that any representation and warranty which by its
terms is made as of a specified date shall be true and correct only as of such specified date; (b) after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing; (c) the execution, delivery and
performance of this Agreement are within the limited liability company or corporate power and authority of such Credit Party and have been duly authorized by appropriate limited liability company and corporate action and proceedings; (d) this
Agreement constitutes the legal, valid, and binding obligation of such Credit Party enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of
creditors generally and general principles of equity, and no portion of the Obligations are subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind; (e) there are no governmental
or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Credit Parties, on a consolidated basis, are Solvent. 

Section 4. Conditions to Effectiveness. This Agreement shall become effective on the Waiver Effective Date and enforceable
against the parties hereto upon the occurrence of the following conditions which may occur prior to or concurrently with the closing of this Agreement: (a) the Administrative Agent shall have received this Agreement executed by duly authorized
officers of the Borrower, the Guarantors, the Administrative Agent and the Majority Lenders; and (b) the Borrower shall have paid all reasonable and documented fees and expenses of the Administrative Agent’s outside legal counsel pursuant
to all invoices presented for payment on or prior to the Waiver Effective Date. 

  
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 Section 5. Acknowledgments and Agreements. 

(a) Each Credit Party acknowledges that on the date hereof all outstanding Obligations are payable in accordance with their terms and each
Credit Party waives any defense, offset, counterclaim or recoupment with respect thereto. 
 (b) The description herein of the
Potential Default is based upon the information provided to the Lenders on or prior to the date hereof and shall not be deemed to exclude the existence of any other Defaults or Events of Default. The failure of the Lenders to give notice to any
Credit Party of any such other Defaults or Events of Default is not intended to be nor shall be a waiver thereof. Each Credit Party hereby agrees and acknowledges that the Lender Parties require and will require strict performance by the Credit
Parties of all of their respective obligations, agreements and covenants contained in the Credit Agreement and the other Credit Documents (including any action or circumstance which is prohibited or limited during the existence of a Default or Event
of Default), and no inaction or action by any Lender Party regarding any Default or Event of Default (including but not limited to the Potential Default) is intended to be or shall be a waiver thereof (other than the temporary waiver thereof
expressly provided in Section 2 above). Each Credit Party hereby also agrees and acknowledges that no course of dealing and no delay in exercising any right, power, or remedy conferred to any Lender Party in the Credit Agreement or in any other
Credit Documents or now or hereafter existing at law, in equity, by statute, or otherwise shall operate as a waiver of or otherwise prejudice any such right, power, or remedy. 

(c) The Lender Parties hereby expressly reserve all of their respective rights, remedies, and claims under the Credit Documents. Except as
expressly provided in this Agreement, nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default (including, without limitation, the Potential Default) under any of the Credit Documents,
(ii) any of the agreements, terms or conditions contained in any of the Credit Documents, (iii) any rights or remedies of any Lender Party with respect to the Credit Documents, or (iv) the rights of any Lender Party to collect the
full amounts owing to them under the Credit Documents.  
 (d) Each party hereto hereby adopts, ratifies, and confirms the Credit
Agreement and acknowledges and agrees that the Credit Agreement is and remains in full force and effect, and the Borrower and Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, the other
Credit Documents, and the Guaranty Agreements, are not impaired in any respect by this Agreement. 
 (e) This Agreement is a Credit Document
for the purposes of the provisions of the other Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit
Agreement. 
 Section 6. Reaffirmation of the Guaranty. Each Guarantor hereby ratifies, confirms, acknowledges and agrees
that its obligations under the Guaranty Agreement are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by
acceleration or otherwise, all of the Guaranteed Obligations (as defined in the Guaranty Agreement), as such Guaranteed Obligations may have been amended by this Agreement, and its execution and delivery of this Agreement does not indicate or
establish an approval or consent requirement by such Guarantor under the Guaranty, in connection with the execution and delivery of amendments, consents or waivers to the Credit Agreement or any of the other Credit Documents. 

  
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 Section 7. Governing Law. This Agreement shall be deemed a contract under, and
shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York).

 Section 8. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an
original and all of which, taken together, constitute a single instrument. This Agreement may be executed by facsimile signature or by electronic mail (including via any “.pdf” or other similar electronic means) and all such signatures
shall be effective as originals. 
 Section 9. Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns permitted pursuant to the Credit Agreement. 

Section 10. Invalidity. In the event that any one or more of the provisions contained in this Agreement shall for any
reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement. 

Section 11. Entire Agreement. THIS AGREEMENT, THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS AGREEMENT, THE CREDIT AGREEMENT, THE NOTES, AND THE OTHER
CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. 

[SIGNATURES BEGIN ON NEXT PAGE] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their respective duly authorized officers as of the Effective Date. 
  

			
	BORROWER:
	
	NOW INC.
		
	By:	 	 /s/ Daniel L. Molinaro

		 	 Daniel Molinaro

		 	 Senior Vice President and Chief Financial Officer




  
 Signature Page to
Limited Waiver to Credit Agreement 
 (NOW Inc.) 







 
			
	GUARANTORS:
	
	DNOW L.P.
	
	 By: Wilson International, Inc., its general partner

		
	By:	 	 /s/ Daniel L. Molinaro

		 	 Daniel Molinaro

		 	 President & Treasurer

	
	NOW MANAGEMENT, LLC
		
	By:	 	 /s/ Daniel L. Molinaro

		 	 Daniel Molinaro

		 	 President & Treasurer

	
	WILSON INTERNATIONAL, INC.
		
	By:	 	 /s/ Daniel L. Molinaro

		 	 Daniel Molinaro

		 	 President & Treasurer




  
 Signature Page to
Limited Waiver to Credit Agreement 
 (NOW Inc.) 







 
			
	ADMINISTRATIVE AGENT/LENDERS/ISSUING LENDER/SWINGLINE LENDER:
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender, Swingline Lender, and a Lender


 
			
		
	By:	 	/s/ Donald W. Herrick, Jr.


 
			
	Name:	 	Donald W. Herrick, Jr.
	Title:	 	Director



  
 Signature Page to
Limited Waiver to Credit Agreement 
 (NOW Inc.) 







 
			
	 ROYAL BANK OF CANADA

	as a Swingline Lender and a Lender


 
			
		
	By:	 	/s/ Nicole Bradshaw


 
			
	Name:	 	Nicole Bradshaw
	Title:	 	VP-Finance, National Client Group



  
 Signature Page to
Limited Waiver to Credit Agreement 
 (NOW Inc.) 







 
			
	BARCLAYS BANK PLC
	as a Lender


 
			
		
	By:	 	/s/ Jonathan Wilson


 
			
	Name:	 	Jonathan Wilson
	Title:	 	Director



  
 Signature Page to
Limited Waiver to Credit Agreement 
 (NOW Inc.) 







 
			
	CITIBANK, N.A.
	as a Lender


 
			
		
	By:	 	/s/ Ivan Davey


 
			
	Name:	 	Ivan Davey
	Title:	 	Vice President



  
 Signature Page to
Limited Waiver to Credit Agreement 
 (NOW Inc.) 







 
			
	DNB CAPITAL LLC
	as a Lender


 
			
		
	By:	 	/s/ Jill Ilski


 
			
	Name:	 	Jill Ilski
	Title:	 	First Vice President


 
			
		
	By:	 	/s/ Elnar Gulstad


 
			
	Name:	 	Elnar Gulstad
	Title:	 	Senior Vice President



  
 Signature Page to
Limited Waiver to Credit Agreement 
 (NOW Inc.) 







 
			
	FIFTH THIRD BANK
	as a Lender


 
			
		
	By:	 	/s/ Matthew Lewis


 
			
	Name:	 	Matthew Lewis
	Title:	 	Vice President



  
 Signature Page to
Limited Waiver to Credit Agreement 
 (NOW Inc.) 







 
			
	HSBC BANK USA, NATIONAL ASSOCIATION
	as a Lender


 
			
		
	By:	 	/s/ Steven Smith


 
			
	Name:	 	Steven Smith
	Title:	 	Director



  
 Signature Page to
Limited Waiver to Credit Agreement 
 (NOW Inc.) 







 
			
	JPMORGAN CHASE BANK, N.A.
	as a Lender


 
			
		
	By:	 	/s/ Thomas Okamoto


 
			
	Name:	 	Thomas Okamoto
	Title:	 	Authorized Officer



  
 Signature Page to
Limited Waiver to Credit Agreement 
 (NOW Inc.) 







 
			
	PNC BANK, NATIONAL ASSOCIATION
	as a Lender


 
			
		
	By:	 	/s/ Jonathan Luchansky


 
			
	Name:	 	Jonathan Luchansky
	Title:	 	Vice President



  
 Signature Page to
Limited Waiver to Credit Agreement 
 (NOW Inc.) 







 
			
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
	as a Lender


 
			
		
	By:	 	/s/ Mark Oberreuter


 
			
	Name:	 	Mark Oberreuter
	Title:	 	Vice President



  
 Signature Page to
Limited Waiver to Credit Agreement 
 (NOW Inc.)