EX-10.24





 Exhibit 10.24 

Execution Version 
 INCREMENTAL
TERM LOAN COMMITMENT AGREEMENT NO. 1 
 JPMorgan Chase Bank, N.A. 

383 Madison Avenue 
 New York, New
York 10179 
 December 22, 2017 
 Vertiv
Group Corporation 
 c/o Platinum Equity, LLC 
 360 North
Crescent Drive 
 Beverly Hills, CA 90210 
 Attention: Legal
Department 
 Telecopier No.: (310) 712-1863 

 

	Re:	 2017 Incremental Term B Loan Commitments 



Ladies and Gentlemen: 
 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. 
 JPMorgan Chase Bank, N.A. (in such capacity, the “2017 Incremental Term B Lender”) agrees, pursuant to
this letter agreement (this “Agreement”; the Credit Agreement, as amended by this Agreement, is referred to herein as the “Amended Credit Agreement”), to provide the 2017 Incremental Term B Loan Commitment in the
amount set forth opposite its name on Annex I attached hereto (“2017 Incremental Term B Loan Commitment” and the loans thereunder the “2017 Incremental Term B Loans”) on the 2017 Incremental Term B Effective
Date (defined below). The 2017 Incremental Term B Loan Commitment provided pursuant to this Agreement shall be subject to the terms and conditions set forth in the Amended Credit Agreement, including Section 2.15 thereof. 

The 2017 Incremental Term B Lender, the Borrower and the Administrative Agent acknowledge and agree that the 2017 Incremental Term B Loans
provided pursuant to this Agreement shall constitute an increase in the Tranche of Term B Loans and shall be identical to the Term B Loans outstanding under the Credit Agreement immediately prior to the funding of the 2017 Incremental Term B Loans
(such existing Term B Loans, the “Existing Term B Loans”) and the parties hereto intend to treat the 2017 Incremental Term B Loans and the Existing Term B Loans as fungible for U.S. federal income tax purposes. In accordance with
Section 2.15(c) of the Credit Agreement, the 2017 Incremental Term B Loans shall initially take the form of a pro rata increase in each outstanding Borrowing of Existing Term B Loans. 

The 2017 Incremental Term B Lender (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents,
together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to
become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to 












 
take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

 Effectiveness. Upon the date (the “2017 Incremental Term B Effective Date”) of (i) the execution of a
counterpart of this Agreement by the 2017 Incremental Term B Lender, the Administrative Agent, the Borrower and the Guarantors, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by
facsimile) hereof, (iii) the payment of any fees and expenses required to be paid in connection herewith as separately agreed among the Borrower, JPMorgan Chase Bank, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and
(iv) the satisfaction of any other conditions precedent set forth in paragraph 8 of Annex I hereto, each 2017 Incremental Term B Lender party hereto agreeing to provide a 2017 Incremental Term B Loan Commitment pursuant to this Agreement
(x) shall be obligated to make the 2017 Incremental Term B Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (y) to the extent provided in this
Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The 2017 Incremental Term B Loans provided pursuant to this Agreement shall be available in a single drawing on the 2017 Incremental Term B
Effective Date. 
 Representations and Warranties. The Borrower hereby represents and warrants that as of the 2017 Incremental Term B
Effective Date, immediately after giving effect to the amendments set forth in this Agreement, (i) no Default or Event of Default exists and is continuing and (ii) all representations and warranties contained in the Amended Credit
Agreement are true and correct in all material respects on and as of the 2017 Incremental Term B Effective Date, as though made on and as of the 2017 Incremental Term B Effective Date (provided that any representation or warranty that is qualified
as to “materiality” or similar language shall be true and correct in all respects on and as of the 2017 Incremental Term B Effective Date), except to the extent that such representations and warranties specifically refer to an earlier
date, in which case they were true and correct in all material respects as of such earlier date. 
 Reaffirmation. Each of the Credit
Parties hereby consents to the amendment of the Credit Agreement described in this Agreement and hereby confirms its respective guarantees, prior pledges and grants of security interests and Liens, subordinations and other obligations, as
applicable, under and subject to the terms of each of the Credit Documents to which it is party, and confirms, agrees and acknowledges that, notwithstanding the consummation of this Agreement, such guarantees, security interests and Liens,
subordinations and other obligations, and the terms of each of the Credit Documents to which it is a party, except such terms of the Credit Agreement as are expressly modified by this Agreement, are not affected or impaired in any manner whatsoever
and shall continue to be in full force and effect and shall also continue to guarantee and secure the payment of all obligations of each of the Credit Parties under the Credit Agreement and the other Credit Documents, in each case, as amended and
reaffirmed pursuant to the Amended Credit Agreement and this Agreement. 
 Effect of Agreement. Except as expressly set forth herein,
this Agreement (i) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or any other Agent, in each case under the Credit Agreement or
any other Credit Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any
other Credit Document or be construed as a novation thereof. This Agreement and the Amended Credit Agreement shall not constitute a novation of the Credit Agreement or any other Credit Document. Each and every term, condition, obligation, covenant
and agreement contained in the Credit Agreement as amended hereby, or any other Credit Document as amended hereby, is hereby ratified and re-affirmed in all respects and shall continue in full force and
effect. This Agreement shall constitute a Credit Document for purposes of the Credit Agreement and from and after the 2017 Incremental Term B Effective Date, all references to the Credit Agreement in any Credit Document and all references in the
Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this
Agreement. 












 Counterparts. This Agreement may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a
signature page of this Agreement by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. 

Governing Law; Waiver of Jury Trial, Etc.. THE PROVISIONS OF SECTION 13.08 OF THE CREDIT AGREEMENT SHALL APPLY TO THIS AGREEMENT
MUTATIS MUTANDIS. 
 [Signature Page Follows] 













			
	Very truly yours,
	
	JPMORGAN CHASE BANK, N.A., as the Administrative Agent and 2017 Incremental Term B Lender
		
	By:	 	 /s/ Gene Riego de Dios

		 	Name: Gene Riego de Dios
		 	Title: Executive Director


 [Vertiv - Incremental Agreement] 













			
	Agreed and Accepted as of the date first set forth above:
	
	VERTIV GROUP CORPORATION
		
	By:	 	 /s/ Mary Ann Sigler

		 	 Name: Mary Ann Sigler
 Title:   Vice
President and Treasurer

	
	VERTIV INTERMEDIATE HOLDING II CORPORATION,
		
	By:	 	 /s/ Mary Ann Sigler

		 	Name: Mary Ann Sigler
		 	Title:   President and Treasurer

 [Vertiv - Incremental Agreement] 












 ALBER CORP. 

AVOCENT CORPORATION 
 AVOCENT FREMONT, LLC 

AVOCENT HUNTSVILLE, LLC 
 AVOCENT REDMOND CORP. 

AVOCENT TEXAS CORP. 
 ELECTRICAL RELIABILITY SERVICES, INC. 

HIGH VOLTAGE MAINTENANCE CORPORATION 
 LIEBERT CORPORATION 

LIEBERT FIELD SERVICES, INC. 
 LIEBERT NORTH AMERICA, INC. 

LIEBERT PROPERTY HOLDINGS, L.L.C. 
 NORTHERN TECHNOLOGIES, INC.

 U P SYSTEMS, INCORPORATED 
 VERTIV CO. HOLDING, LLC, 

VERTIV ENERGY SYSTEMS, INC. 
 VERTIV SERVICES, INC. 

VERTIV SOLUTIONS, INC. 
  

			
	By:	 	 /s/ Mary Ann Sigler 

	 Name: Mary Ann Sigler 

Title: Vice President and Treasurer


 [Vertiv - Incremental Agreement] 












 Annex I 

TERMS AND CONDITIONS FOR 

INCREMENTAL TERM LOAN COMMITMENT AGREEMENT NO. 1 
  

	1.	 2017 Incremental Term B Loan Commitment amount (as of the 2017 Incremental Term B Effective Date):



  

					
	 Name of Lender
	  	Amount of 2017 Incremental
Term B Loan Commitment	 
	 JPMorgan Chase Bank, N.A.
	  	$	325,000,000	 

  

	2.	 Designation of Tranche of 2017 Incremental Term B Loan Commitments (and 2017 Incremental Term B Loans to be
funded thereunder): additional Term B Loans in accordance with Section 2.15(c) of the Credit Agreement. 


  

	3.	 Maturity Date: The Term B Maturity Date. 



 

	4.	 Dates for, and amounts of, 2017 Incremental Term B Loans Scheduled Repayments: In accordance with
Section 2.15(c) of the Credit Agreement, none except on the Term B Maturity Date. 


  

	5.	 Rules for application of voluntary and mandatory prepayments: Same as the Existing Term B Loans.



  

	6.	 Interest rates for 2017 Incremental Term B Loans: Same as the Existing Term B Loans. 



 

	7.	 Maximum number of drawings permitted with respect to the 2017 Incremental Term B Loan Commitments provided
pursuant to the Incremental Term Loan Commitment Agreement No. 1 to which this Annex I is attached: 1. 


  

	8.	 The occurrence of the 2017 Incremental Term B Effective Date shall be subject to the satisfaction or waiver of
the following additional conditions: 


 a. Officer’s Certificate. The Administrative Agent shall have received
a certificate of a Responsible Officer of the Borrower dated the 2017 Incremental Term B Effective Date certifying as to the accuracy of the representations and warranties set forth in the paragraph entitled Representations and Warranties herein.

 b. Opinion. The Administrative Agent hall have received a customary written opinion of Willkie Farr & Gallagher LLP,
special counsel to the Credit Parties, and local counsel to the Credit Parties in Alabama, California, Florida, Idaho, Washington and Ohio, in each case, in form reasonably satisfactory to the Administrative Agent. 

c. Secretary’s Certificate. The Administrative Agent shall have received a customary secretary’s certificate for each Credit
Party (including a good standing certificate for each Credit Party, dated as of a recent date) in form reasonably satisfactory to the Administrative Agent. 

d. Solvency Certificate. On the 2017 Incremental Term B Effective Date, the Administrative Agent shall have received a solvency
certificate from the chief financial officer or treasurer (or officer with equivalent duties) of the Borrower in form reasonably satisfactory to the Administrative Agent. 

e. Notice of Borrowing. The Administrative Agent shall have received from the Borrower a Notice of Borrowing to occur on the 2017
Incremental Term B Effective Date with respect to the 2017 Incremental Term B Loans.