ex41to8k06113_02092010.htm


    Exhibit 4.1

     

    
      THIRD
AMENDMENT TO RIGHTS AGREEMENT

      


      THIS THIRD AMENDMENT, dated as
of February 9, 2010 (this “Third Amendment”), to the Rights Agreement dated as
of July 10, 2006, as amended (the “Rights Agreement”), is made by and between
Wilhelmina International, Inc. (formerly New Century Equity Holdings Corp.), a
Delaware corporation (the “Company”), and The Bank of New York Mellon Trust
Company, N.A., as rights agent (the “Rights Agent”).  Capitalized
terms used but not defined herein shall have the meanings assigned thereto in
the Rights Agreement.

      


      WHEREAS, the Company’s Board
of Directors (the “Board”) declared Dieter Esch and his controlled stockholder
affiliate Lorex Investments AG, and Brad Krassner and his controlled stockholder
affiliate Krassner Family Investments Limited Partnership (collectively, the
“Esch and Krassner Parties”), to be Acquiring Persons under the Rights
Agreement;

      


      WHEREAS, a Special Committee
of the Board was established in order to evaluate and make a recommendation to
the Board on how to proceed following the Board’s declaration that the Esch and
Krassner Parties are Acquiring Persons under the Rights Agreement, and the
Special Committee recommended to the Board that it amend the Rights Agreement in
order to allow the Special Committee additional time to consider potential
courses of action prior to the occurrence of a Distribution Date under the
Rights Agreement; and


       

      
        WHEREAS, pursuant to Section
27 of the Rights Agreement, the Board has determined that an amendment to the
Rights Agreement as set forth herein is necessary and desirable in connection
with the foregoing, and, pursuant to such determination and Section 27 of the
Rights Agreement, the Company has instructed the Rights Agent to enter into this
Third Amendment, and an officer of the Company has certified that this Third
Amendment is in compliance with the terms of Section 27 of the Rights
Agreement.

      

      


      NOW, THEREFORE, in
consideration of the premises and mutual agreements set forth in the Rights
Agreement and this Third Amendment, and for other good and valuable
consideration, the parties hereto agree as follows:

      


      1.  Amendment of Section
1(h).  Section 1(h) of the Rights Agreement is hereby amended
by deleting Section 1(h) in its entirety and replacing it with the
following:

      


      “(h)  “DISTRIBUTION
DATE” means the earlier of: (i) the Close of Business on the tenth calendar day
following the Share Acquisition Date; provided, however, that with
respect to the Share Acquisition Date that occurred on February 2, 2010 as a
result of the Company’s public announcement on such date that Dieter Esch, Lorex
Investments AG, Brad Krassner and Krassner Family Investments Limited
Partnership are Acquiring Persons (the “Esch-Krassner Acquiring Event”), such
date shall be the Close of Business on April 3, 2010, or (ii) the Close of
Business on the tenth Business Day (or, unless the Distribution Date shall have
previously occurred, such later date as may be determined by the Board of
Directors of the Company in its sole discretion) after the commencement of a
tender or exchange offer by any Person (other than the Company, any Related
Person or any Exempt Person), if upon the consummation thereof such Person would
be the Beneficial Owner of 5% or more of the then-outstanding Common
Shares.”

      


      2.  Amendment of Section
25(b).  Section 25(b) of the Rights Agreement is hereby amended
by deleting Section 25(b) in its entirety and replacing it with the
following:

      


      “(b)  In case any Triggering
Event occurs, then, in any such case, the Company will as soon as practicable
thereafter give to the Rights Agent and each holder of a Right Certificate, in
accordance with Section 26, a notice of the occurrence of such event, which
specifies the event and the consequences of the event to holders of Rights;
provided, however, that the
Company will only be required to give such notice of the occurrence of the
Esch-Krassner Acquiring Event as soon as practicable after any corresponding
Distribution Date.”

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.  Effectiveness.  This
Third Amendment shall be deemed effective as of the date first written above, as
if executed on such date.  Except as amended hereby, the Rights
Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.

      


                   4.  Miscellaneous.  This
Third Amendment shall be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state.  This Third Amendment may be
executed in any number of counterparts, each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.  If any provision,
covenant or restriction of this Third Amendment is held by a court of competent
jurisdiction or other authority to be invalid, illegal or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Third
Amendment shall remain in full force and effect and shall in no way be effected,
impaired or invalidated.

      


      [Signature Page to
Follow]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      [Signature
Page to Third Amendment to Rights Agreement]

      


      IN
WITNESS WHEREOF, this Third Amendment is effective as of the day and year first
referenced above.

      


      
        	 
      	
                WILHELMINA
      INTERNATIONAL, INC.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	      
                /s/
      Mark Schwarz

              
	 
      	 
      	
                Name:

              	
                Mark
      Schwarz

              
	 
      	 
      	
                Title:

              	
                Chief
      Executive Officer

              


      

      


      
        	 
      	
                THE
      BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	/s/
      Mauri
      J. Cowen
	 
      	 
      	
                Name:

              	
                Mauri
      J. Cowen

              
	 
      	 
      	
                Title:

              	
                Vice
      President

              


      

      


      
        CERTIFICATION
AND INSTRUCTION TO RIGHTS AGENT: The officer of the Company whose duly
authorized signature appears above certifies that this Third Amendment is in
compliance with the terms of Section 27 of the Rights Agreement and, on behalf
of the Company, instructs the Rights Agent to enter into this Third
Amendment.