FIRST SUPPLEMENTAL INDENTURE
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).
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the Indenture), dated as of February 9, 2017, providing for the issuance of 12.00%/13.00% Senior PIK Toggle Notes due 2022 (the Notes);
WHEREAS, Section 9.02 of the Indenture permits the Issuer and the Trustee to enter into a supplemental indenture with the consent of the Holders of not less than a majority in principal amount of the then outstanding Notes;
WHEREAS, the Company and Vertiv Group Corporation have solicited and received consents upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated October 23, 2017 (the Consent Solicitation Statement) from Holders representing not less than a majority in principal amount of the outstanding Notes to the amendments contemplated hereby;
WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, all things necessary to make this Supplemental Indenture a valid indenture and agreement according to its terms have been done.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AMENDMENTS TO INDENTURE. The terms of the Indenture shall be amended as set forth in this Section 2; provided, however, that the amendments set forth below shall become effective only upon the payment of the Consent Consideration (as defined in the Consent Solicitation Statement) to the Information and Tabulation Agent (as defined in the Consent Solicitation Statement) for the consenting Holders of Notes for which the Consent Solicitation (as defined in the Consent Solicitation Statement) is consummated. For the avoidance of doubt, if the Consent Consideration has not been paid on or before November 30, 2017, the amendments set forth below will not be effective and the Indenture will remain unchanged. Where applicable, additions to the Indenture are represented in bolded underline and deletions represented in strikethrough.