AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec
THIS TERM LOAN CREDIT AGREEMENT, dated as of November 30, 2016 and as amended on March 17, 2017, among CORTES NPVERTIV INTERMEDIATE HOLDING II CORPORATION (formerly named Cortes NP Intermediate Holding II Corporation) (“Holdings”), CORTES NP ACQUISITIONVERTIV GROUP CORPORATION (formerly named Cortes NP Acquisition Corporation) (the “Borrower”), the Lenders party hereto from time to time and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as the Administrative Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
OF VERTIV HOLDINGS CO AND ITS AFFILIATES STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec • Delaware
STOCK OPTION AWARD AGREEMENT made in Columbus, Ohio, as of February 7, 2020 (the “Grant Date”), between Vertiv Holdings Co (the “Company”) and [EMPLOYEE NAME] (“Participant”).
OF VERTIV HOLDINGS CO AND ITS AFFILIATES RESTRICTED STOCK UNIT AGREEMENT FOR SPECIAL ONE-TIME LONG-TERM INCENTIVE (LTI) AWARDRestricted Stock Unit Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec • Delaware
RESTRICTED STOCK UNIT AGREEMENT made in Columbus, Ohio, as of [DATE] (the “Grant Date”), between Vertiv Holdings Co (the “Company”) and [EMPLOYEE NAME] (“Participant”).
AMENDMENT NO. 4 TO THE REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec
AMENDMENT NO. 4, dated as of January 14, 2020 (this “Amendment”) to the Revolving Credit Agreement, dated as of November 30, 2016 (as amended by Amendment No. 1, dated as of September 28, 2018 (“Amendment No. 1”), Amendment No. 2, dated as of October 19, 2018 (“Amendment No. 2”), Amendment No. 3, dated as of February 15, 2019 (“Amendment No. 3”), and as further amended, supplemented or restated prior to the date hereof, the “Credit Agreement”; the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”), by and among Vertiv Intermediate Holding II Corporation (formerly named Cortes NP Intermediate Holding II Corporation) (“Holdings”), Vertiv Group Corporation (formerly named Cortes NP Acquisition Corporation) (the “Lead Borrower”), the other Borrowers party hereto, the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A. (“JPMCB”), as Administrative Agent (the “Administrative Agent”),
AMENDMENT NO. 3 TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec
AMENDMENT NO. 3, dated as of September 28, 2018 (this “Amendment”) to the Term Loan Credit Agreement, dated as of November 30, 2016 (as amended by Amendment No. 1, dated as of March 17, 2017, Amendment No. 2, dated as of November 1, 2017, Incremental Amendment No. 1, dated as of December 22, 2018, and as further amended, supplemented or restated prior to the date hereof, the “Credit Agreement”), by and among Vertiv Group Corporation (formerly named Cortes NP Acquisition Corporation) (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A. (“JPMCB”), as Administrative Agent (the “Administrative Agent”) and the other persons party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 7, 2020, is made and entered into by and among Vertiv Holdings Co (f/k/a GS Acquisition Holdings Corp), a Delaware corporation (the “Company”), GS Sponsor LLC, a Delaware limited liability company (the “GS Sponsor Member”), Cote SPAC 1 LLC, a Delaware limited liability company (the “Cote Sponsor Member” and, together with the GS Sponsor Member, the “Sponsor Members”), James Albaugh, Roger Fradin, Steven S. Reinemund (such individuals, collectively, the “Director Holders”), VPE Holdings, LLC, a Delaware limited liability company (the “Vertiv Holder”), GSAH Investors Emp LP, a Delaware limited partnership (the “GS ESC PIPE Investor”), Atlanta Sons LLC, a Delaware limited liability company (the “Cote PIPE Investor”), and the Other Cote Holders (as defined below). The Sponsor Members, the Director Holders, the Vertiv Holder, the GS ESC PIPE Investor, the Cote PIPE Investor, the Other Cote Holde
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of February 7, 2020, is hereby entered into by and between Vertiv Holding Co, a Delaware corporation formerly known as GS Acquisition Holdings Corp (the “Corporate Taxpayer”), and VPE Holdings, LLC, a Delaware limited liability company (the “Stockholder” and, together with the Corporate Taxpayer and the Stockholder, collectively, the “Parties”).
AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec
AMENDMENT NO. 1, dated as of September 28, 2018 (this “Amendment”) to the Revolving Credit Agreement, dated as of November 30, 2016 (as amended, supplemented or restated prior to the date hereof, the “Credit Agreement”, and as amended by this Amendment, the “Amended Credit Agreement”), by and among Vertiv Group Corporation (formerly named Cortes NP Acquisition Corporation) (the “Lead Borrower”), each of the other Borrowers party thereto, the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A. (“JPMCB”), as Administrative Agent (the “Administrative Agent”) and the other persons party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 30, 2016, among each of the Guaranteeing Subsidiaries listed on the signatures pages hereto (each, a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of Cortes NP Acquisition Corporation, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
