13.11
Headings Descriptive
130131
13.12
Amendment or Waiver; etc.
130132
13.13
Survival
132134
13.14
Joint and Several Liability of Borrowers
132134
13.15
Confidentiality
134136
13.16
USA Patriot Act Notice
135137
13.17
Waiver of Sovereign Immunity
135137
13.18
Lead Borrower
135137
13.19
INTERCREDITOR AGREEMENTS
136137
13.20
Absence of Fiduciary Relationship
136138
13.21
Electronic Execution of Assignments and Certain Other Documents
136138
13.22
Entire Agreement
137138
13.23
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
137138
-iv-
SCHEDULE 1.01(A)
Closing Date Refinancing Indebtedness
SCHEDULE 1.01(B)
Unrestricted Subsidiaries
SCHEDULE 2.01
Commitments
SCHEDULE 2.19(a)
Reverse Dutch 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
SCHEDULE 13.03
Notice Information
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 Guaranty Agreement
EXHIBIT I
Form of Solvency Certificate
EXHIBIT J
Form of Compliance Certificate
EXHIBIT K
Form of Assignment and Assumption
EXHIBIT L
Form of ABL Intercreditor Agreement
EXHIBIT M
Form of First Lien/Second Lien Intercreditor Agreement
-v-
THIS FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of March 1, 2018 and as
amended on the Amendment No. 1 Consent Effective Date and the Amendment No. 1
Incremental Effective Date, among GREENLIGHT ACQUISITION CORPORATION, a Delaware
corporation ("Holdings"), VERRA MOBILITY CORPORATION (f/k/a ATS CONSOLIDATED,
INC.), a Delaware corporation ("Lead Borrower"), AMERICAN TRAFFIC SOLUTIONS,
INC., a Kansas corporation ("AT Solutions"), and LASERCRAFT, INC., a Georgia
corporation (together with Lead Borrower and AT Solutions, the "Borrowers"), the
Lenders party hereto from time to time and BANK OF AMERICA, N.A. ("Bank of
America"), as the Administrative Agent and the Collateral 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, Lead Borrower will
acquireacquired 100% of the outstanding Equity Interests (to the extent
remaining outstanding after giving effect to the transactions contemplated by
the Acquisition Agreement) of each of Highway Toll Administration, LLC, a New
York limited liability company ("HTA New York"), and Canada Highway Toll
Administration, LTD, a British Columbia corporation ("HTA Canada" and, together
with HTA New York, collectively, the "HTA Targets") (the "Acquisition").
WHEREAS, the Borrowers have requested that the Lenders makemade Initial Term
Loans under this Agreement on the Closing Date, substantially simultaneously
with the Acquisition, in the amount of $840,000,000, and the Borrowers will
useused 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 Closing Date on the terms and subject to the conditions set forth
herein.
WHEREAS, the Lead Borrower has requested that (i)