EX-4.6





 Exhibit 4.6 

EXECUTION VERSION 
 SECOND
SUPPLEMENTAL INDENTURE 
 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”). 

WITNESSETH 
 WHEREAS, the Company
has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 17, 2016, providing for the issuance of 9.250% Senior Notes due 2024 (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 Intermediate Holding 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, the Guarantors 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, the Guarantors 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. 












 (a) Section 1.01 of the Indenture shall be amended to include the following
definitions: 
 ““ASCO Sale” means the sale or other disposition by the Company and
its Restricted Subsidiaries of the Equity Interests of certain Subsidiaries, and related assets, comprising the Company’s ASCO division pursuant to the Securities and Asset Purchase Agreement, dated as of July 27, 2017, between the Company
and Schneider Electric USA, Inc.” 
 ““ASCO
Transactions” means, collectively, (a) the entry by the Company, the Guarantors and the Trustee into a supplemental indenture to this Indenture, dated on or about the date of the consummation of the ASCO Sale, the performance
of the obligations thereunder and the consent solicitation process undertaken with respect thereto, (b) the entry by Vertiv Intermediate Holding Corporation, an indirect parent of the Company (“Holdco
Parent”), and the applicable trustee under the Indenture relating to Holdco Parent’s 12.00%/13.00% Senior PIK Toggle Notes due 2022 (the “Holdco Parent Indenture”) into a
supplemental indenture to the Holdco Parent Indenture, dated on or about the date of the consummation of the ASCO Sale, the performance of the obligations thereunder and the consent solicitation process undertaken with respect thereto, (c) the
prepayment by the Company of $500.0 million of Indebtedness under the Term Loan Credit Agreement with the Net Proceeds of the ASCO Sale, (d) the entry by the Company and the Guarantors into an amendment to the Term Loan Credit Agreement,
dated on or about the date of the consummation of the ASCO Sale, the performance of the obligations thereunder and the amendment process undertaken with respect thereto, (e) the making of a one-time Restricted Payment by the Company (for
further distribution by any direct or indirect parent company of the Company to the Sponsor or the other relevant holders of Equity Interests) in an amount not to exceed $600.0 million with the Net Proceeds of the ASCO Sale and (f) the
payment of all fees and expenses related thereto.” 
 (b) Section 4.07 of the Indenture shall be amended by (i) deleting
the “and” at the end of clause (b)(20) thereof, (ii) inserting an “and” at the end of clause (b)(21) thereof and (iii) inserting a new clause (b)(22) at the end of Section 4.07(b) as follows: 

“(22) the making of any Restricted Payments in connection with the ASCO Transactions as contemplated by the definition thereof
(including any Restricted Payments to the extent necessary to fund the payment of any fees and expenses payable in connection therewith);” 

  
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 (c) Section 4.07 of the Indenture shall be further amended to include a new paragraph
(d) at the end thereof as follows: 
 “(d) Notwithstanding anything to the contrary in this Indenture, from and after the
date of the consummation of the ASCO Sale, other than any Restricted Payment that will be used to pay debt service in respect of the notes issued under the Holdco Parent Indenture, the Company will not be permitted to make any Restricted Payment
constituting a dividend or other payment or distribution on account of the Company’s Equity Interests in reliance on Sections 4.07(a)(z), 4.07(b)(16) or 4.07(b)(21).” 

(d) Section 4.09(b)(1) of the Indenture shall be amended as follows: 

“(1) the incurrence by the Company or its Restricted Subsidiaries of Indebtedness under any Credit Agreement, the guarantees thereof and
the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) up to an aggregate outstanding
principal amount not to exceed the sum of (i) $2,810.0 million $2,310.0 million, plus (ii) up to an aggregate amount not to exceed at any one time outstanding, the greater of (x) $550.0 million
(this clause (ii) to be limited to Indebtedness under any Credit Agreement that is in the form of a revolving credit facility, including without limitation asset-based and cash flow revolving facilities) and (y) the Borrowing Base as of
the date of such incurrence, less, in each case of this clause (ii), the aggregate amount under Securitization Transaction incurred by a Securitization Entity;” 

(e) The first sentence of Section 4.10(b) of the Indenture shall be amended as follows: 

“(b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale (other than the ASCO Sale, the Net Proceeds of which
shall be permitted to be applied by the Company to finance the ASCO Transactions or for other corporate purposes of the Company), the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds:”

 (f) The first sentence of Section 4.10(c) Indenture shall be amended as follows: 

“(c) Any Net Proceeds from Asset Sales (other than the ASCO Sale, the Net Proceeds of which shall be permitted to be applied by the
Company to finance the ASCO Transactions or for other corporate purposes of the Company) that are not applied or invested as provided in Section 4.10(b) hereof will constitute “Excess Proceeds”; provided that any amount of
proceeds offered to Holders in accordance with Section 4.10(b)(2) or pursuant to an Asset Sale Offer made at any time after the Asset Sale shall be deemed to have been applied as required and shall not be deemed to be Excess Proceeds without
regard to the extent to which such offer is accepted by the Holders.” 
 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee,

 incorporator or stockholder the Company, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the
Indenture, the Note 

  
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 Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

 4. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. 
 6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not
affect the construction hereof. 
 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals and statements contained herein, all of which recitals are made solely by the Company, and the Trustee assumes no responsibility for their correctness. 

8. SUCCESSORS. All agreements of the Company and the Guarantors in this Supplemental Indenture shall bind their successors, except as otherwise
provided in the Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written. 
  

			
	VERTIV GROUP CORPORATION
		
	By:	 	 /s/ Mary Ann Sigler

		 	Name: Mary Ann Sigler
		 	Title:   Vice President and Treasurer


 [Signature Page to Second Supplemental Indenture] 













			
	ALBER CORP., as a Guarantor
		
	By:	 	 /s/ Mary Ann Sigler

		 	 Name: Mary Ann Sigler
 Title:   Vice
President and Treasurer

	
	ASCO POWER GP, LLC, as a Guarantor
		
	By:	 	 /s/ Mary Ann Sigler

		 	Name: Mary Ann Sigler
		 	Title:  President and Treasurer
	
	ASCO POWER SERVICES, INC., as a Guarantor
		
	By:	 	 /s/ Mary Ann Sigler

		 	Name: Mary Ann Sigler
		 	Title:  Vice President and Treasurer
	
	 ASCO POWER TECHNOLOGIES, L.P., as a Guarantor,

By: ASCO Power GP, LLC Its General Partner

		
	By:	 	 /s/ Mary Ann Sigler

		 	Name: Mary Ann Sigler
		 	Title:   Vice President and Treasurer
	
	AVOCENT CORPORATION, as a Guarantor
		
	By:	 	 /s/ Mary Ann Sigler

		 	Name: Mary Ann Sigler
		 	Title:   Vice President and Treasurer


 [Signature Page to Second Supplemental Indenture] 












 
			
	AVOCENT FREMONT, LLC, as a Guarantor
		
	By:	 	 /s/ Mary Ann Sigler

		 	 Name: Mary Ann Sigler
 Title:   Vice
President and Treasurer

	
	AVOCENT HUNTSVILLE, LLC, as a Guarantor
		
	By:	 	 /s/ Mary Ann Sigler

		 	Name: Mary Ann Sigler
		 	Title:  Vice President and Treasurer
	
	AVOCENT REDMOND CORP., as a Guarantor
		
	By:	 	 /s/ Mary Ann Sigler

		 	Name: Mary Ann Sigler
		 	Title:  Vice President and Treasurer
	
	AVOCENT TEXAS CORP., as a Guarantor
		
	By:	 	 /s/ Mary Ann Sigler

		 	Name: Mary Ann Sigler
		 	Title:   Vice President and Treasurer
	
	ELECTRICAL RELIABILITY SERVICES, INC., as a Guarantor
		
	By:	 	 /s/ Mary Ann Sigler

		 	Name: Mary Ann Sigler
		 	Title:   Vice President and Treasurer


 [Signature Page to Second Supplemental Indenture] 












 
			
	HIGH VOLTAGE MAINTENANCE CORPORATION, as a Guarantor
		
	By:	 	 /s/ Mary Ann Sigler

		 	 Name: Mary Ann Sigler
 Title:   Vice
President and Treasurer

	
	LIEBERT CORPORATION, as a Guarantor
		
	By:	 	 /s/ Mary Ann Sigler

		 	Name: Mary Ann Sigler
		 	Title:  Vice President and Treasurer
	
	LIEBERT FIELD SERVICES, INC., as a Guarantor
		
	By:	 	 /s/ Mary Ann Sigler

		 	Name: Mary Ann Sigler
		 	Title:  Vice President and Treasurer
	
	LIEBERT NORTH AMERICA, INC., as a Guarantor
		
	By:	 	 /s/ Mary Ann Sigler

		 	Name: Mary Ann Sigler
		 	Title:   Vice President and Treasurer
	
	LIEBERT PROPERTY HOLDINGS L.L.C., as a Guarantor
		
	By:	 	 /s/ Mary Ann Sigler

		 	Name: Mary Ann Sigler
		 	Title:   Vice President and Treasurer


 [Signature Page to Second Supplemental Indenture] 

 












 
			
	NORTHERN TECHNOLOGIES, INC., as a Guarantor
		
	By:	 	 /s/ Mary Ann Sigler

		 	 Name: Mary Ann Sigler
 Title:   Vice
President and Treasurer

	
	U P SYSTEMS, INCORPORATED, as a Guarantor
		
	By:	 	 /s/ Mary Ann Sigler

		 	Name: Mary Ann Sigler
		 	Title:  Vice President and Treasurer
	
	VERTIV ENERGY SYSTEMS, INC., as a Guarantor
		
	By:	 	 /s/ Mary Ann Sigler

		 	Name: Mary Ann Sigler
		 	Title:  Vice President and Treasurer
	
	VERTIV SERVICES, INC., as a Guarantor
		
	By:	 	 /s/ Mary Ann Sigler

		 	Name: Mary Ann Sigler
		 	Title:   Vice President and Treasurer
	
	VERTIV SOLUTIONS, INC., as a Guarantor
		
	By:	 	 /s/ Mary Ann Sigler

		 	Name: Mary Ann Sigler
		 	Title:   Vice President and Treasurer


 [Signature Page to Second Supplemental Indenture] 












 
			
	VERTIV CO. HOLDING, LLC, as a Guarantor
		
	By:	 	 /s/ Mary Ann Sigler

		 	Name: Mary Ann Sigler
		 	Title:   Vice President and Treasurer


 [Signature Page to Second Supplemental Indenture] 












 
			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 /s/ Lawrence M. Kusch

		 	Name: Lawrence M. Kusch
		 	Title:  Vice President


 [Signature Page to Second Supplemental Indenture]