EX-10.1



 Exhibit 10.1 

JOINDER AGREEMENT 

THIS JOINDER AGREEMENT, dated as of the 28th day of April, 2014 (the “Agreement”), to the Credit Agreement and the
other Loan Documents referred to below is entered into by and among THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., BARCLAYS BANK PLC, THE ROYAL BANK OF SCOTLAND PLC, SCOTIABANK (IRELAND) LIMITED, BANK OF AMERICA N.A., WELLS FARGO BANK NATIONAL ASSOCIATION
and MANUFACTURERS AND TRADERS TRUST COMPANY (each a “New Lender” and collectively, the “New Lenders”), WILLIS SECURITIES, INC., a Delaware corporation (the “Broker/Dealer”), the
several banks and other financial institutions from time to time party hereto (collectively, the “Lenders”) and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative
Agent”). 
 W I T N E S S E T H: 

WHEREAS, the Broker/Dealer, the Lenders and the Administrative Agent are parties to a certain Revolving Note and Cash Subordination Agreement,
dated as of March 3, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Credit Agreement); 
 WHEREAS, pursuant to Section 5 of Rider A to the Credit Agreement, the Broker/Dealer has
notified the Administrative Agent that the Broker/Dealer proposes to increase the Commitments under the Credit Agreement by the amount of $100,000,000; 

WHEREAS, each New Lender has agreed to join the Credit Agreement and other Loan Documents and to provide a portion of the additional
Commitment requested by the Broker/Dealer; and 
 WHEREAS, the parties to this Agreement are entering into this Agreement for purposes of
effecting the increase in the Commitments requested by the Broker/Dealer, as contemplated by Section 5 of Rider A to the Credit Agreement, and to join each New Lender to the Credit Agreement and other Loan Documents. 

NOW, THEREFORE, IT IS AGREED: 

1. By executing and delivering this Agreement, each New Lender, as provided in Section 5(b) of Rider A to the Credit Agreement, hereby
becomes a party to the Credit Agreement as a Lender thereunder with the same force and effect as if originally named therein as a Lender, and without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities
of a Lender thereunder and agrees to provide a Commitment to the Broker/Dealer under the Credit Agreement in the amount shown on Schedule I as of the Effective Date (as hereinafter defined) of this Agreement. 

2. Each party hereto acknowledges and agrees that the Commitments of the New Lenders and the other Lenders under the Credit Agreement are
several and not joint commitments and obligations of such Lenders. 
 3. Each New Lender certifies that it has delivered to the
Administrative Agent, together with its signature page hereto, (i) the documentation required under Section 7 of Rider A to the Credit Agreement, duly completed and executed by such New Lender, and (ii) an Administrative Questionnaire
in the form supplied by the Administrative Agent, duly completed by the New Lender. 







 4. Each New Lender (x) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible
Assignee under the Credit Agreement (provided that the execution of this Agreement by the Broker/Dealer and the Administrative Agent shall be deemed to be a consent under Section 32(b)(iii) of Rider A to the Credit Agreement), (iii) from
and after the date hereof, such New Lender will be bound by the provisions of the Credit Agreement as a Lender thereunder with the same force and effect as if originally named therein as a Lender and, to the extent of its Commitments thereunder,
shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the New Lender’s rights and obligations as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto, and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (v) such New Lender has received a copy of
the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 16 to Rider A thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Agreement and to provide its Commitment, and on the basis of which such New Lender has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender,
(vi) it has delivered a true and complete Administrative Questionnaire and (y) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as
it deems appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) such New Lender will perform in accordance with their terms all of the obligations which by the terms
of the Loan Documents are required to be performed by it as a Lender. 
 5. Each party hereto agrees that this Agreement and the
effectiveness of the increased Commitment as provided in this Agreement shall be subject to satisfaction by the Broker/Dealer of the following conditions and requirements: 

(a) The Broker/Dealer shall have delivered to the Administrative Agent a counterpart of this Agreement signed by each New
Lender, the Broker/Dealer and the Administrative Agent; 
 (b) The Broker/Dealer shall have delivered to the Administrative
Agent Revolving Notes executed by the Broker/Dealer in favor of each New Lender; 
 (c) such certificates of resolutions or
other action, incumbency certificates and/or other certificates of Responsible Officers of the Broker/Dealer as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof
authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Broker/Dealer is a party or is to be a party; 

(d) a certificate signed by a Responsible Officer of the Broker/Dealer certifying (A) that the conditions specified in
Section 14 of Rider A to the Credit Agreement have been satisfied, (B) all representations and warranties of the Broker/Dealer set forth in the Credit Agreement are true and correct in all material respects (or if such
representation or warranty is itself modified by materiality or Material Adverse Effect, it shall be true and correct in all respects) on the date hereof (or if any such representation or warranty is expressly stated to have been made as of a
specific date, as of such specific date) and (C) no Event of Default, Event of Acceleration or Funding Blockage Event exists on the date hereof before or after giving effect to the New Credit Line Commitment and to the making of any New
Advances; 







 (e) a favorable written opinion (addressed to the Administrative Agent and the
New Lenders and dated the Effective Date) of Weil, Gotshal & Manges LLP, New York counsel to the Broker/Dealer covering such other matters relating to the Broker/Dealer, this Agreement or the transactions contemplated hereby as the
Administrative Agent shall reasonably request; and 
 (f) The Broker/Dealer shall have paid to the Administrative Agent all
reasonable, out-of-pocket costs and expenses incurred by the Administrative Agent in connection with this Agreement and the transactions contemplated herein, including without limitation, all reasonable fees and expenses of counsel for the
Administrative Agent. 
 The date on which the foregoing conditions have been satisfied shall be the “Effective Date” of this Agreement.

 6. The Broker/Dealer represents and warrants to the Administrative Agent and each New Lender that this Agreement has been duly
authorized, executed and delivered by the Broker/Dealer, and that the Credit Agreement, as supplemented and amended hereby, constitutes the legal, valid and binding obligation of the Broker/Dealer enforceable against the Broker/Dealer in accordance
with its terms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. 

7. Except as supplemented and amended hereby, the Credit Agreement and all other documents executed in connection therewith shall remain in
full force and effect. The Credit Agreement, as supplemented and amended hereby, and all rights, powers and obligations created thereby or thereunder and under the Loan Documents and all such other documents executed in connection therewith are in
all respects ratified and confirmed. 
 8. This Agreement may be executed in multiple counterparts, each of which shall constitute an
original but all of which when taken together shall constitute one contract. This Agreement constitutes the entire agreement among the parties hereto regarding the subject matter hereof and supersedes all prior agreements and understandings, oral or
written, regarding such subject matter. 
 9. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 

[Signature Pages Follow] 







 IN WITNESS WHEREOF, each New Lender and the Broker/Dealer have caused this Agreement to be duly
executed and delivered by their respective authorized officers and representatives, and the Administrative Agent, for the benefit of the New Lenders, and all other Lenders under the Credit Agreement, has caused the same to be accepted by its
authorized officer, as of the day and year first above written. 
  

			
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as New Lender

		
	By:	 	 /s/ Glenn Schuermann

		 	Name: Glenn Schuermann
		 	Title: Director
	
	 BARCLAYS BANK PLC,
 as New
Lender

		
	By:	 	 /s/ Niels Pedersen

		 	Name: Niels Pedersen
		 	Title: Director
	
	 THE ROYAL BANK OF SCOTLAND PLC,

as New Lender

		
	By:	 	 /s/ David Barclay-Watt

		 	Name: David Barclay-Watt
		 	Title: Director
	
	 SCOTIABANK (IRELAND) LIMITED,

as New Lender

		
	By:	 	 /s/ Clive Sinnamon

		 	Name: Clive Sinnamon
		 	Title: Director Corporate Banking
		
	By:	 	 /s/ Mark Allen

		 	Name: Mark Allen
		 	Title: CFO



  
 [SIGNATURE PAGE TO
JOINDER AGREEMENT] 









			
	 BANK OF AMERICA N.A.,
 as New
Lender

		
	By:	 	 /s/ Jason Cassity

		 	Name: Jason Cassity
		 	Title: Director
	
	 WELLS FARGO BANK NATIONAL ASSOCIATION,

as New Lender

		
	By:	 	 /s/ Genviève Piché

		 	Name: Genviève Piché
		 	Title: Director
	
	 MANUFACTURERS AND TRADERS TRUST COMPANY,

as New Lender

		
	By:	 	 /s/ Ramal L. Moreland

		 	Name: Ramal L. Moreland
		 	Title: Vice President
	
	WILLIS SECURITIES, INC.
		
	By:	 	 /s/ Antonio Ursano, Jr.

		 	Name: Antonio Ursano, Jr.
		 	 Title:    Director, President and Chief Executive Officer



 ACCEPTED AND AGREED: 

SUNTRUST BANK,  
 as Administrative Agent 

 

			
	By:	 	 /s/ Paula Mueller

		 	Name: Paula Mueller
		 	Title: Director


  
 [SIGNATURE PAGE TO
JOINDER AGREEMENT] 








 Schedule I 

NEW CREDIT LINE COMMITMENT 
  

					
	 New Lender
	  	New Credit Line Commitment	 
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	  	$	32,500,000.00	  
	 Barclays Bank PLC
	  	$	1,500,000.00	  
	 The Royal Bank of Scotland plc
	  	$	1,500,000.00	  
	 Scotiabank (Ireland) Limited
	  	$	1,500,000.00	  
	 Bank of America N.A.
	  	$	21,500,000.00	  
	 Wells Fargo Bank National Association
	  	$	21,500,000.00	  
	 Manufacturers and Traders Trust Company
	  	$	20,000,000.00