FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and effective as of February 7, 2020, by and between Vertiv Holdings Co (f/k/a GS Acquisition Holdings Corp), a Delaware corporation (the “Company”), and ______________, an individual (“Indemnitee”).
AMENDMENT NO. 4 TO THE TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec
AMENDMENT NO. 4, dated as of January 14, 2020 (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. 1”), Amendment No. 2, dated as of November 1, 2017 (“Amendment No. 2”), Incremental Amendment No. 1, dated as of December 22, 2017 (“Incremental Amendment No. 1”), Amendment No. 3, dated as of September 28, 2018 (“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 “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
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 27, 2017, among Vertiv Group Corporation (f/k/a “Cortes NP Acquisition Corporation”), a Delaware corporation (the “Company”), each of the Guarantors listed on the signature pages hereto (collectively, the “Guarantors’”) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
INCREMENTAL TERM LOAN COMMITMENT AGREEMENT NO. 1 JPMorgan Chase Bank, N.A. New York, New York 10179Incremental Term Loan Commitment Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec
Reference is hereby made to the Term Loan Credit Agreement, dated as of November 30, 2016, as amended by Amendment No. 1 to Term Loan Credit Agreement, dated as of March 17, 2017 and Amendment No. 2 to Term Loan Credit Agreement, dated as of November 1, 2017 (as may be further amended, amended and restated, modified, supplemented, extended or renewed from time to time prior to the date hereof, the “Credit Agreement”, the terms defined therein are used herein as therein defined), among Vertiv Group Corporation (the “Borrower”), the Lenders party thereto from time to time, JPMorgan Chase Bank, N.A. as the administrative agent (the “Administrative Agent”) and the other parties thereto.
AMENDMENT NO. 2 TO THE REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec • New York
AMENDMENT NO. 2 TO THE REVOLVING CREDIT AGREEMENT dated as of October 19, 2018 (this “Amendment”), by and among VERTIV INTERMEDIATE HOLDING II CORPORATION (formerly known as CORTES NP INTERMEDIATE HOLDING II CORPORATION) (“Holdings”), VERTIV GROUP CORPORATION (formerly known as CORTES NP ACQUISITION CORPORATION) (the “Lead Borrower”), the other Borrowers, JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”) under the Credit Agreement (as defined below) and each 2018 Increase Loan Lender (as defined below).
AMENDMENT NO. 3 TO THE REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec • New York
AMENDMENT NO. 3 TO THE REVOLVING CREDIT AGREEMENT, dated as of February 15, 2019 (this “Amendment”), by and among VERTIV INTERMEDIATE HOLDING II CORPORATION (formerly known as CORTES NP INTERMEDIATE HOLDING II CORPORATION) (“Holdings”), VERTIV GROUP CORPORATION (formerly known as CORTES NP ACQUISITION CORPORATION) (the “Lead Borrower”), the other Borrowers, the other Credit Parties party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), the Collateral Agents party hereto, each 2019 Increase Loan Lender (as defined below), and each Consenting Lender (as defined below), JPMORGAN CHASE BANK, N.A., as the Swingline Lender (in such capacity, the “Swingline Lender”) and as the Assignee (as defined below) (in the case of the Swingline Lender and the Assignee, solely with respect to Section 6 hereof), and the Assignors (as defined below) (solely with respect to Section 6 hereof);
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 October 27, 2017, between Vertiv Intermediate Holding 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”).
STOCKHOLDERS AGREEMENTStockholders Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of February 7, 2020, by and among Vertiv Holdings Co, a Delaware corporation (formerly known as GS Acquisition Holdings Corp) (the “Company”), GS Sponsor LLC, a Delaware limited liability company (“GS Investor”), Cote SPAC 1 LLC, a Delaware limited liability company (“Cote Investor”), and VPE Holdings, LLC, a Delaware limited liability company (“PE Investor” and, together with GS Investor and Cote Investor, each a “Stockholder” and collectively, the “Stockholders”). Each capitalized term used and not otherwise defined herein shall have the meaning set forth in Article V.
