Nextracker Inc. Watch

from 8-K 208 pages Whereas, the Borrower, Parent, the Other Holding Entities Party Thereto, the Lenders From Time to Time Party Thereto and the Administrative Agent Entered Into That Certain Credit Agreement, Dated as of February 13, 2023 (As Amended by Amendment No. 1, Dated as of October 24, 2023, and as Further Amended, Restated, Supplemented or Otherwise Modified From Time to Time Prior to the Date Hereof, the “Credit Agreement”; And, as Further Amended by This Amendment No. 2, the “Amended Credit Agreement”); Required Incremental Amendment Whereas, Immediately Prior to the Incremental Transactions (As Defined Below), the Borrower Has Requested That the Lenders Consent to the Incurrence of the Revolving Facility Increase (As Defined Below) (Such Consent, the “Required Incremental Amendment”); Whereas, Pursuant to Section 9.02(b) of the Credit Agreement, the Borrower, Lenders Constituting the Required Lenders (Immediately Prior to Consummation of the Incremental Transactions) and the Administrative Agent Have Agreed to the Required Incremental Amendment; Incremental Transactions

from S-1/A 173 pages Credit Agreement Dated as of February [●], 2023 Among Nextracker Inc., as Parent, the Other Holding Entities Party Hereto, Nextracker LLC, as the Borrower, the Lenders Party Hereto, Jpmorgan Chase Bank, N.A., as Administrative Agent, and Sumitomo Mitsui Banking Corporation, Unicredit Bank AG, New York Branch and U.S. Bank National Association, as Co-Documentation Agents Jpmorgan Chase Bank, N.A., Bofa Securities, Inc., Citibank, N.A., Barclays Bank PLC, Bnp Paribas Securities Corp., Hsbc Bank USA, N.A., Mizuho Bank, Ltd., the Bank of Nova Scotia, Truist Securities, Inc. and Keybanc Capital Markets Inc., as Joint Bookrunners and Joint Lead Arrangers

from S-1 47 pages Nextracker LLC Senior Secured Credit Facilities Commitment Letter