AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT

Exhibit 10.2

AMENDMENT NO. 1

TO TERM LOAN CREDIT AGREEMENT

This AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT (this “Amendment”) dated as of October 9, 2013, is among TOWERS XXXXXX & CO., a Delaware corporation (the “Company”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Term Loan Credit Agreement described below) (in such capacity, the “Administrative Agent”), and each of the Lenders party hereto.

W I T N E S S E T H:

WHEREAS, the Company, the Administrative Agent and the Lenders have entered into that certain Term Loan Credit Agreement dated as of June 1, 2012 (as hereby amended and as from time to time further amended, supplemented, restated, amended and restated or otherwise modified, the “Term Loan Agreement”; capitalized terms used in this Amendment not otherwise defined herein shall have the respective meanings given thereto in the Term Loan Agreement), pursuant to which the Lenders provided a term loan facility to the Company;

WHEREAS, each of the Subsidiary Guarantors has entered into the Subsidiary Guaranty pursuant to which it has guaranteed the obligations of the Company under the Term Loan Agreement and the other Loan Documents;

WHEREAS, the Company has requested that the Administrative Agent and the Lenders amend the Term Loan Agreement as set forth herein, and the Administrative Agent and the Lenders signatory hereto are willing to effect such amendment on the terms and conditions contained in this Amendment.

NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Amendment to Term Loan Agreement. Subject to the terms and conditions set forth herein, Section 7.05(g)(iii) of the Term Loan Agreement is hereby amended by deleting the reference therein to “5%” and inserting “10%” in lieu thereof.

2. Effectiveness; Conditions Precedent. The effectiveness of this Amendment is subject to (a) the Administrative Agent’s receipt of counterparts of this Amendment duly executed by the Company, Lenders constituting Required Lenders and the Administrative Agent and (b) no Event of Default or Default having occurred and being continuing.

3. Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Company represents and warrants to the Administrative Agent and the Lenders as follows:

(a) At the time of and immediately after giving effect to this Amendment, the representations and warranties of the Company set forth in Article V of the Term Loan Agreement shall be true and correct in all material respects on and as of the date hereof except that (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation shall be true and correct in all respects, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date, and (iii) for the purposes of this Amendment, the representations and warranties contained in Sections 5.05(a) and (b) of the Term Loan Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Term Loan Agreement.

(b) This Amendment has been duly executed and delivered by the Company. This Amendment constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, Debtor Relief Laws or similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

4. Entire Agreement. This Amendment, the Term Loan Agreement as amended hereby, and the other Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to any other party in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 10.01 of the Term Loan Agreement.

5. Full Force and Effect of Term Loan Agreement. Except as hereby specifically amended, modified or supplemented, the Term Loan Agreement is hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to its terms.

6. Counterparts and Effectiveness. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or electronic delivery (including by .pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.

7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THIS AMENDMENT WILL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

8. Severability. Whenever possible each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition of invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment.

9. References. All references to the “Term Loan Credit Agreement” in the Loan Documents shall mean the Term Loan Agreement, as amended hereby.

10. Successors and Assigns. This Amendment shall be binding upon the Company, the Lenders and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of the Company, the Lenders and the Administrative Agent and the respective successors and assigns of the Company, the Lenders and the Administrative Agent.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be made, executed and delivered by their duly authorized officers as of the day and year first above written.

COMPANY:
TOWERS XXXXXX & CO.
By:		/s/ Xxxxxxx X. X’Xxxxx
Name:		Xxxxxxx X. X’Xxxxx
Title:		Treasurer

BANK OF AMERICA, N.A., as Administrative Agent
By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Vice President
BANK OF AMERICA, N.A., as a Lender
By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxxx
Title:		Director
HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Vice President
JPMORGAN CHASE BANK, N.A., as a Lender
By:		/s/ Xxxxxx Xxxxxxxxxxxx
Name:		Xxxxxx Xxxxxxxxxxxx
Title:		Vice President
PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Vice President
SUNTRUST BANK, as a Lender
By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Director
U.S. BANK, NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Senior Vice President
BRANCH BANKING AND TRUST COMPANY, as a Lender
By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx
Title:		Senior Vice President
CITIZENS BANK OF PENNSYLVANIA, as a Lender
By:		/s/ Xxxxxx X. Xxxxxxxxx
Name:		Xxxxxx X. Xxxxxxxxx
Title:		SVP

TD BANK, N.A., as a Lender
By:		/s/ Xxxx Xxxxx
Name:		Xxxx Xxxxx
Title:		Senior Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxx Xxxx
Name:		Xxxx Xxxx
Title:		Director
ROYAL BANK OF CANADA, as a Lender
By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxxx
Title:		Authorized Signatory
XXXXXXX BANK, NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx
Title:		Vice President