Auction Procedures
SCHEDULE 8.12
Real Property
SCHEDULE 8.14
Subsidiaries
SCHEDULE 8.19
Labor Matters
SCHEDULE 9.13
Post-Closing Actions
SCHEDULE 10.01(iii)
Existing Liens
SCHEDULE 10.04
Existing Indebtedness
SCHEDULE 10.05(iii)
Existing Investments
SCHEDULE 10.06(viii)
Affiliate Transactions
EXHIBIT A-1
Form of Notice of Borrowing
EXHIBIT A-2
Form of Notice of Conversion/Continuation
EXHIBIT B
Form of Term Note
EXHIBIT C
Form of U.S. Tax Compliance Certificate
EXHIBIT D
[Reserved]
EXHIBIT E
Form of Officers' Certificate
EXHIBIT F
[Reserved]
EXHIBIT G
Form of Security Agreement
EXHIBIT H
Form of Subsidiaries Guaranty
EXHIBIT I
Form of Solvency Certificate
EXHIBIT J
Form of Compliance Certificate
EXHIBIT K
Form of Assignment and Assumption
EXHIBIT L
Form of Incremental Term Loan Commitment Agreement
EXHIBIT M
Form of Intercreditor Agreement
-v-
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THIS TERM LOAN CREDIT AGREEMENT, dated as of November 30, 2016 and, as amended
on March 17, 2017 and as further amended on November 1, 2017, 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 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.
W I T N E S S E T
H:
WHEREAS, pursuant to the Acquisition Agreement, (1) Cortes NP Holdings LLC, a
Delaware limited liability company ("Topco"), directly or through a subsidiary,
will purchase or otherwise acquire from Emerson Electric Co., a Missouri
corporation (the "Seller") and/or its subsidiaries all of the limited
partnership interests of ASCO Power Technologies, L.P., a Delaware limited
partnership ("ASCO Power"), (2) the Borrower will purchase or otherwise acquire
from the Seller and/or its subsidiaries, directly or indirectly, (a) all of the
outstanding shares of capital stock of, or other equity interests in, the
Transferred Domestic Subsidiaries (as defined in the Acquisition Agreement),
other than the equity interests of ASCO Power, listed on Schedule IV of the
Acquisition Agreement, (b) all of the outstanding shares of capital stock of, or
other equity interests in, the Transferred Foreign Subsidiaries (as defined in
the Acquisition Agreement) listed on Schedule V of the Acquisition Agreement and
(c) the Transferred Assets (as defined in the Acquisition Agreement), (3) ASCO
Power GP LLC, a Delaware limited liability company ("ASCO"), will purchase from
the Seller and/or its subsidiaries or otherwise acquire all of the general
partnership interests of ASCO Power and (4) Topco (or its applicable purchasing
subsidiary) will transfer the equity interests of ASCO to the Borrower (the
transactions described in clauses (1), (2), (3) and (4), the "Acquisition").
WHEREAS, the Borrower has requested that the Lenders make Initial Term Loans
under this Agreement, substantially simultaneously with the Acquisition, in the
amount of $2,320,000,000, and the Borrower will use the proceeds of such
borrowings to fund a portion of the Acquisition.
WHEREAS, the Lenders have indicated their willingness to lend such Initial Term
Loans on the terms and subject to the conditions set