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, among
GREENLIGHT ACQUISITION CORPORATION, a Delaware corporation ("Holdings"), 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 acquire 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 make Initial Term Loans
under this Agreement, substantially simultaneously with the Acquisition, in the
amount of $840,000,000, and the Borrowers 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 forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:
Section 1.Definitions and Accounting Terms.
1.01 Defined Terms. As used in this Agreement, the following terms shall have
the following meanings:
"2017 ATS Financial Statements" shall have the meaning provided in
Section 9.01(b).
"2017 HTA Targets Financial Statements" shall have the meaning provided in
Section 9.01(b).
"ABL Collateral" shall have the meaning set forth in the ABL Intercreditor
Agreement.
"ABL Collateral Agent" shall mean Bank of America, as collateral agent under the
ABL Credit Agreement or any successor thereto acting in such capacity.
"ABL Credit Agreement" shall mean (i) that certain asset-based revolving credit
agreement, as in effect on the Closing Date and as the same may be amended,
amended and restated, modified, supplemented, extended or