Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On October 3, 2024, Greenlight Acquisition Corporation ("Holdings"), VM Consolidated, Inc. (formerly known as ATS Consolidated, Inc.), American Traffic Solutions, Inc., and LaserCraft, Inc. (collectively, the "Borrowers"), as well as American Traffic Solutions Consolidated, L.L.C., ATS Processing Services, L.L.C., Auto Tag of America LLC, Auto Titles of America LLC, Highway Toll Administration, LLC, Verra Mobility Electrical Enterprises, Inc., Mulvihill ICS, Inc., PlatePass, L.L.C., Sunshine State Tag Agency LLC, Redflex Traffic Systems, Inc., T2 Systems Parent Corporation, T2 Holding Corp., T2 Systems, Inc., American Traffic Solutions, L.L.C., and Citation Collection Services, LLC (collectively, the "Subsidiary Guarantors"), each a wholly owned subsidiary of Verra Mobility Corporation (the "Company"), entered into Amendment No. 4 (the "Amendment") to the Amended and Restated First Lien Term Loan Credit Agreement dated as of March 26, 2021 (as amended, the "Credit Agreement") with the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent.

Pursuant to the terms of the Amendment, the Borrowers consummated a permitted refinancing of the entire outstanding amount under the Credit Agreement and incurred new Term B-3 Loans (the "New Term Loans") in the aggregate principal amount of $700.1 million. The proceeds from the New Term Loans were used in their entirety to prepay in full the then outstanding principal amount of the existing term loan under the Credit Agreement. In connection with the refinancing, the interest rate on the approximately $700.1 million outstanding balance of the New Term Loans was reduced by 0.50 basis points to SOFR + 2.25% from SOFR + 2.75% with the SOFR floor unchanged at 0.00%. The New Term Loans will be subject to a prepayment premium of 1.00% of the principal amount repaid for any voluntary prepayment or mandatory prepayment with proceeds of debt that has a lower effective yield than the New Term Loans or any amendment to the New Term Loans that reduces the interest rate thereon, in each case, to the extent occurring within six months of the effective date of the Amendment. The maturity date for the Credit Agreement remains March 26, 2028, and no changes were made to the financial covenants or other debt repayment terms.

The foregoing does not purport to be a complete description of the terms of the Amendment and such description is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.