Unassociated Document


     

    
      Exhibit
4.1

    

     

    
      NINTH
AMENDMENT TO RIGHTS AGREEMENT

      


      THIS NINTH AMENDMENT, dated as
of September 2, 2010 (this “Ninth 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, with respect to the
Share Acquisition Date that occurred on February 2, 2010 as a result of the
Company’s public announcement of the Esch-Krassner Acquiring Event, the Company
previously entered into a Eighth Amendment to Rights Agreement to delay the
relevant Distribution Date under the Rights Agreement to September 3, 2010;
and

      


      WHEREAS, the Company is now
further amending the Rights Agreement to delay the relevant Distribution Date to
October 3, 2010, and has instructed the Rights Agent to enter into this Ninth
Amendment, and an officer of the Company has certified that this Ninth 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 Ninth 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 October 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.  Effectiveness.  This
Ninth 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.

      


      3.  Miscellaneous.  This
Ninth 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 Ninth 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 Ninth 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 Ninth
Amendment shall remain in full force and effect and shall in no way be effected,
impaired or invalidated.

       

       

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      [Signature
Page to Ninth Amendment to Rights Agreement]

      


      IN
WITNESS WHEREOF, this Ninth 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/
      Julie Hoffman-Ramos

                

              
	 
      	 
      	
                Name: 

              	
                Julie
      Hoffman-Ramos

              
	 
      	 
      	
                Title:

              	
                Senior
      Associate

              


      

      


      


      CERTIFICATION
AND INSTRUCTION TO RIGHTS AGENT: The officer of the Company whose duly
authorized signature appears above certifies that this Ninth 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 Ninth
Amendment.