f10k_032715.htm

THIRD AMENDMENT TO CREDIT AGREEMENT

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made effective as of July 31, 2014, by and among WILHELMINA INTERNATIONAL, INC., a Delaware corporation, (“Borrower”), AMEGY BANK NATIONAL ASSOCIATION, a national banking association (“Bank”), and each of the Guarantors set forth on the signature pages hereof (each a “Guarantor”, and collectively the “Guarantors”).

RECITALS

A. Borrower and Bank entered into that certain Credit Agreement dated as of April 20, 2011, as amended by that certain First Amendment to Credit Agreement dated as of January 1, 2012, and as amended by that certain Second Amendment to Credit Agreement dated as of October 24, 2012 (the “Credit Agreement”).

B. In connection with the Credit Agreement, Borrower executed and delivered to Bank that certain Line of Credit Promissory Note dated April 20, 2011, in the stated principal amount of $500,000.00, as amended and restated by that certain Amended and Restated Line of Credit Promissory Note dated as of January 1, 2012, in the stated principal amount of $1,500,000.00, and as amended and restated by that certain Second Amended and Restated Line of Credit Promissory Note dated as of October 24, 2012, in the stated principal amount of $5,000,000.00 (the “Line of Credit Note”).

C. In connection with the Credit Agreement, (i) Guarantors (other than Wilhelmina Creative, LLC) executed and delivered to Bank that certain Unlimited Guaranty Agreement dated April 20, 2011, and (ii) Wilhelmina Creative, LLC, at the time of its formation as an additional subsidiary of Borrower, executed and delivered to Lender pursuant to Section 4.14 of the Credit Agreement that certain Unlimited Guaranty Agreement dated effective as of May 25, 2012 (the “Guaranty Agreements”).

D. Borrower has requested Bank (i) to extend additional credit to Borrower and (ii) to amend the Credit Agreement in certain respects, and Bank has agreed to the same upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions. Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meaning as assigned to them in the Credit Agreement, as amended hereby.

ARTICLE II

AMENDMENTS

Section 2.1. Amendment to Section 1.1(a) and (b) of the Credit Agreement. Sections 1.1(a), (b), and (c) of the Credit Agreement are hereby amended and restated in their entirety to hereafter read as follows.

THIRD AMENDMENT TO CREDIT AGREEMENT - Page 1

“(a) Line of Credit. Subject to the terms and conditions of this Agreement, Bank hereby agrees to make advances to Borrower from time to time up to and including October 24, 2015 not to exceed at any time the aggregate principal amount of Five Million and No/100 Dollars ($5,000,000.00) minus all outstanding Letter of Credit Liabilities, as hereinafter defined (“Line of Credit”), the proceeds of which shall be used (i) to pay fees and expenses incurred in connection with this Agreement and the transaction contemplated hereby, and (ii) for working capital and other general business purposes of Borrower. Borrower’s obligation to repay advances under the Line of Credit are evidenced by a Second Amended and Restated Line of Credit Promissory Note dated as of October 24, 2012, in the stated principal amount of $5,000,000.00 (as such promissory note may be amended, restated, refinanced or otherwise modified from time to time, the “Line of Credit Note”), all terms of which are incorporated herein by this reference.

(b) Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed the then-current borrowing base (the “Borrowing Base”) equal to the following amount as determined in good faith by Bank based upon a Borrowing Base Certificate (herein so called) in the form of Exhibit A attached hereto and incorporated herein by reference or in such other form as may be acceptable to Bank and such other information as Bank may consider relevant to such determination: an amount equal to seventy-five percent (75%) of the aggregate value of Borrower’s Eligible Accounts Receivable (which amount, as of any date of determination, is hereinafter called the “Borrowing Base Amount”), minus all outstanding Letter of Credit Liabilities. All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required hereunder and such other documents and collateral information as Bank may from time to time reasonably require. Borrower acknowledges that the Borrowing Base was established by Bank with the understanding that, among other items, the aggregate of all returns, rebates, discounts, credits and allowances for the immediately preceding three (3) months at all times shall be less than five percent (5%) of Borrower’s aggregate gross sales for said period. If such dilution of Borrower’s accounts for the immediately preceding three (3) months at any time exceeds five percent (5%) of Borrower’s aggregate gross sales for said period, or if there at any time exists any other matters, events, conditions or contingencies which Bank reasonably believes may affect payment of any portion of any Borrower’s accounts, Bank, in its sole discretion, may reduce the foregoing advance rate against Eligible Accounts Receivable to a percentage appropriate to reflect such additional dilution and/or establish additional reserves against Borrowers’ Eligible Accounts Receivable.

As used herein, “Eligible Accounts Receivable” shall mean and consist solely of trade accounts created in the ordinary course of Borrower’s business, upon which Borrower’s right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

(i) any account which is unpaid more than ninety (90) days past the initial invoice date therefor;

(ii) that portion of any account for which there exists any right of setoff, defense or discount (except regular discounts allowed in the ordinary course of business to promote prompt payment) or for which any defense or counterclaim has been asserted;

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(iii) any account which represents an obligation of any state or municipal government or of the United States government or any political subdivision thereof;

(iv) any account which represents an obligation of an account debtor located in a foreign country;

(v) any account which arises from the sale or lease to or performance of services for, or represents an obligation of, an employee, affiliate, partner, member, parent or subsidiary of Borrower;

(vi) that portion of any account, which represents interim or progress billings or retention rights on the part of the account debtor;

(vii) any account which represents an obligation of any account debtor when twenty percent (20%) or more of Borrower’s accounts from such account debtor are not eligible pursuant to (i) above;

(viii) that portion of any account from an account debtor which represents the amount by which such Borrower’s total accounts from said account debtor exceeds twenty percent (20%) of Borrower’s total accounts; or

(ix) any account deemed ineligible by Bank when Bank, in its sole discretion, deems the creditworthiness or financial condition of the account debtor, or the industry in which the account debtor is engaged, to be unsatisfactory.

(c) Borrowing and Repayment. Borrower may from time to time during the term of the Line of Credit borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions contained herein or in the Line of Credit Note; provided however, that the total outstanding borrowings under the Line of Credit shall not at any time exceed the maximum principal amount available thereunder, as set forth above. If at any time the total outstanding borrowings under the Line of Credit exceed the then current Borrowing Base, then Borrower shall immediately repay the amount of such excess.”

Section 2.2. Amendment to Section 1.2 of the Credit Agreement. Subparagraph (c) of Section 1.2 of the Credit Agreement is amended and restated in its entirety to hereafter read as follows:

“(c) Unused Facility Fee. Borrower agrees to pay to Bank an unused facility fee on the daily average unused amount of the Line of Credit for the period from and including the date of this Agreement to and including October 24, 2015, at the rate of one quarter of one percent (0.25%) per annum based on a 360 day year and the actual number of days elapsed. For the purpose of calculating the unused facility fee hereunder, the Line of Credit shall be deemed utilized by the amount of all outstanding advances under the Line of Credit and all outstanding Letter of Credit Liabilities. Accrued unused facility fee shall be payable in arrears on October 24th of each calendar year during the term of this Agreement commencing October 24, 2014, with the final payment being due on October 24, 2015.”

Section 2.3. Addition of Section 1.5 of the Credit Agreement. A new Section 1.5 is hereby added to the Credit Agreement in its appropriate numerical order to read as follows:

“SECTION 1.5. LETTERS OF CREDIT.

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(a) Issuance. Subject to the terms and conditions of this Agreement, Lender agrees to issue one or more standby letters of credit for the account of Borrower from time to time from the date hereof through the date that is five (5) business days prior to October 24, 2015; provided, however, that the outstanding Letter of Credit Liabilities shall not at any time exceed the least of: (a) Three Hundred Thousand and No/100 Dollars ($300,000.00); (b) an amount equal to $5,000,000.00 minus the outstanding borrowings under the Line of Credit; or (c) an amount equal to the Borrowing Base Amount minus the outstanding borrowings under the Line of Credit. Each Letter of Credit shall have an expiration date not to exceed three hundred sixty-five (365) days, shall not have an expiration date beyond October 24, 2015, shall be payable in Dollars, shall have a minimum face amount of Fifty Thousand and No/100 Dollars ($50,000.00), must support a transaction that is entered into in the ordinary course of Borrower’s business, must be satisfactory in form and substance to Lender, will be subject to the payment of such Letter of Credit fees as Lender may require, and shall be issued pursuant to such documents and instruments executed by Borrower (including, without limitation, Lender’s form of Letter of Credit application as then in effect) as Lender may require. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a direct or indirect subsidiary of Borrower, Borrower shall be obligated to reimburse Lender hereunder for any and all drawings under such Letter of Credit. Borrower hereby acknowledges that the issuance of Letters of Credit for the account of any of its direct or indirect subsidiaries inures to the benefit of Borrower, and that Borrower’s business derives substantial benefits from the businesses of such subsidiaries. For purposes of this Agreement, the term “Letter of Credit Liabilities” shall mean, at any time, the aggregate face amount of all outstanding Letters of Credit, plus any amounts drawn under any Letters of Credit for which Bank has not been fully reimbursed by Borrower (unless Lender, in its sole discretion, has cleared the drawn amount, in which case the drawn amount would not constitute a Letter of Credit Liability). The Letter of Credit Liabilities are part of Borrower’s indebtedness and obligations hereunder. For purposes of this Agreement, the term “Letter of Credit” shall mean any letter of credit issued by Bank for the account of or at the direction of Borrower pursuant to this section.

(b) Fees. Borrower agrees to pay to Lender, as a condition precedent to the issuance (including the extension) of each Letter of Credit, an issuance fee payable on the date of issuance equal to the greater of (i) one percent (1%) per annum of the face amount of such Letter of Credit, and (ii) $1,000 (including any extension).

(c) Reimbursement. Each payment by Lender pursuant to a drawing under a Letter of Credit is required to be reimbursed by Borrower to Lender and payable immediately upon such drawing and, at the sole option of Lender, can be charged by Lender as a borrowing under the Line of Credit Note and this Agreement by Borrower as of the day and time such payment is made by Lender and in the amount of such payment.

(d) Additional Costs in Respect of Letters of Credit. If, after the date hereof, there shall occur the adoption of any applicable law, rule, or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by Lender with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agency there shall be imposed, modified, or deemed applicable any tax, reserve, special deposit, or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder or Lender’s commitment to issue Letters of Credit hereunder, and the result shall be to increase the cost to Lender of issuing or maintaining any Letter of Credit or its commitment to issue Letters of Credit hereunder or reduce any amount receivable by Lender hereunder in respect of any Letter of Credit (which increase in cost, or reduction in amount receivable, shall be the result of Lender’s reasonable allocation of the aggregate of such increases or reductions resulting from such event), then, upon demand by Lender, Borrower agrees to pay to Lender, from time to time as specified by Lender, such additional amounts as shall be sufficient to compensate Lender for such increased costs or reductions in amount. A statement as to such increased costs or reductions in amount incurred by Lender, submitted by Lender to Borrower, shall be conclusive as to the amount thereof; provided that the determination thereof is made on a reasonable basis.”

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Section 2.4. Amendment to Section 3.2 of the Credit Agreement. Section 3.2 of the Credit Agreement is amended and restated in its entirety to hereafter read as follows:

“SECTION 3.2. CONDITIONS OF EACH EXTENSION OF CREDIT. The obligation of Bank to make each extension of credit requested by Borrower hereunder or issue any Letter of Credit (including the initial Letter of Credit) shall be subject to the fulfillment to Bank’s satisfaction of each of the following conditions:

(a) Borrowing Request or Letter of Credit Request. Bank shall have received, as the case may be, a borrowing request or a Letter of Credit request, in form and substance satisfactory to Bank, dated the date of such extension of credit or Letter of Credit and executed by an authorized officer of Borrower.

(b) Compliance. The representations and warranties contained herein and in each of the other Loan Documents shall be true on and as of the date of each extension of credit or issuance of Letter of Credit by Bank pursuant hereto, with the same effect as though such representations and warranties had been made on and as of each such date (except that representations and warranties which are made only as of a specific date or dates shall be true on and as of such date or dates), and on each such date, no Event of Default as defined herein, and no condition, event or act which with the giving of notice or the passage of time or both would constitute such an Event of Default shall have occurred and be continuing or shall exist.

(c) No Material Adverse Change. Since September 30, 2010, there shall have been no material adverse change, as reasonably determined by Bank, in the financial condition or business of any Loan Party, nor any material decline, as reasonably determined by Bank, in the market value of any collateral required hereunder or a substantial or material portion of the assets of any Loan Party.

(d) Documentation. Bank shall have received all additional documents which may be required in connection with such extension of credit or Letter of Credit, as the case may be.”

Section 2.5. Addition of Section 6.3 to the Credit Agreement. A new Section 6.3 is hereby added to and made part of the Credit Agreement and shall read as follows:

“SECTION 6.3. CASH COLLATERAL. If any Event of Default shall occur and be continuing or the termination of the Agreement shall have occurred, Borrower shall, if requested by Lender, immediately deposit with and pledge to Lender cash or cash equivalent investments in an amount equal to the outstanding Letter of Credit Liabilities as security for the indebtedness and obligations of Borrower hereunder.”

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Section 2.6. Amendment to Section 7.4 of the Credit Agreement. Subparagraph (c) of Section 7.4 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(c) any and all other liabilities, losses, damages, penalties, judgments, suits, claims, costs and expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel) in connection with the foregoing and any other investigative, administrative or judicial proceedings, whether or not such Indemnitee shall be designated a party thereto, which may be imposed on, incurred by or asserted against any such Indemnitee, in any manner related to or arising out of or in connection with the making of any loans or advances hereunder, the use or intended use of the proceeds of such loans or advances or any Letter of Credit, or any and all taxes, levies, deductions, and charges imposed on Lender or any of Lender’s correspondents in respect of any Letter of Credit. Notwithstanding the foregoing, Borrower shall not be obligated to indemnify any Indemnitee for any Indemnified Liability caused by the gross negligence or willful misconduct of such Indemnitee.

Section 2.7. Replacement of Borrowing Base Certificate. The Borrowing Base Certificate attached as Exhibit A to the Credit Agreement is hereby amended and restated in its entirety with the form of Borrowing Base Certificate attached hereto as Exhibit A.

ARTICLE III

CONDITIONS PRECEDENT

Section 3.1. Conditions. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived by the Lender:

(a) The following instruments shall have been duly and validly executed and delivered to Lender by the parties thereto, all in form, scope and content satisfactory to the Lender:

(i) this Amendment executed by Borrower and Guarantors; and

(ii) Resolutions of the Board of Directors (or other governing body) of Borrower and each Guarantor certified by the Secretary or an Assistant Secretary (or other custodian of records of each such entity) which authorize the execution, delivery, and performance by Borrower and each Guarantor of this Amendment and the other Loan Documents to be executed in connection herewith.

(b) The representations and warranties contained herein, in the Credit Agreement, as amended hereby, and in each other Loan Document shall be true and correct as of the date hereof, as if made on the date hereof, except to the extent such representation and warranties relate to an earlier date.

(c) No Event of Default shall have occurred and be continuing and no Default shall exist, unless such Event of Default or Default has been specifically waived in writing by Lender.

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(d) All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto, shall be satisfactory to Lender and its legal counsel.

(e) There shall have been no material adverse change in the condition (financial or otherwise) of Borrower or any Guarantor since October 24, 2012.

ARTICLE IV

RATIFICATIONS, REPRESENTATIONS, WARRANTIES

Section 4.1. Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. Borrower and Guarantors agree that the Credit Agreement, as amended hereby, and the other Loan Documents shall continue to be legal, valid, binding obligations of Borrower and Guarantors, enforceable against Borrower and Guarantors in accordance with their respective terms.

Section 4.2. Renewal of Security Interests. Each of Borrower and Guarantors hereby renews, regrants and affirms the liens and security interests created and granted in the Credit Agreement and in all other Loan Documents (including, without limitation, those certain Pledge and Security Agreements to which it is a party, as amended), to secure the prompt payment of all indebtedness and obligations of Borrower and each Guarantor under the Loan Documents as amended and increased by the terms hereof, including without limitation any Letter of Credit Liabilities. Each of Borrower and Guarantors agree that this Amendment shall in no manner affect or impair the liens and security interests securing the indebtedness of Borrowers and Guarantors to Bank and that such liens and security interests shall not in any manner be waived, the purposes of this Amendment being to modify the Credit Agreement as herein provided, and to carry forward all liens and security interests securing same, which are acknowledged by Borrower and Guarantors to be valid and subsisting.

Section 4.3. Representations and Warranties. Borrower and Guarantors hereby represent and warrant to Lender as follows:

(a) The execution, delivery and performance of this Amendment and any and all other Loan Documents executed and delivered in connection herewith have been authorized by all requisite corporate action on the part of Borrower and each Guarantor and do not and will not conflict with or violate any provision of any applicable laws, rules, regulations or decrees, the organizational documents of Borrower or any Guarantor, or any agreement, document, judgment, license, order or permit applicable to or binding upon Borrower or any Guarantor or their respective assets. No consent, approval, authorization or order of, and no notice to or filing with, any court or governmental authority or third person is required in connection with the execution, delivery or performance of this Amendment or to consummate the transactions contemplated hereby;

(b) The representations and warranties contained in the Credit Agreement, as amended hereby, and the other Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof, except to the extent such representations and warranties relate to an earlier date;

(d) Borrower and Guarantors are in full compliance with all covenants and agreements contained in the Credit Agreement, as amended hereby, and the other Loan Documents to which each is a party;

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(e) Neither Borrower nor any Guarantor has amended any of its organizational documents since the date of the execution of the Credit Agreement; and

(f) As of the date of this Amendment, the unpaid principal amount of the Line of Credit Note is $0.00, which amount is unconditionally owed by Borrower to Bank without offset, defense or counterclaim of any kind or nature whatsoever.

Section 4.4. Guarantors’ Consent and Ratification. Each Guarantor hereby consents and agrees to the terms of this Amendment, and agrees that the Guaranty Agreement to which it is a party shall remain in full force and effect and shall continue to be the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms. Furthermore, each Guarantor hereby agrees and acknowledge that (a) the Guaranty Agreements are Loan Document, (b) the Guaranty Agreements are not subject to any claims, defenses or offsets, (c) nothing contained in this Amendment or any other Loan Document shall adversely affect any right or remedy of Bank under the Guaranty Agreements, (d) the execution and delivery of this Amendment shall in no way reduce, impair or discharge any obligations of any Guarantor pursuant to the Guaranty Agreements and shall not constitute a waiver by Bank against any Guarantor, (e) by virtue hereof and by virtue of the Guaranty Agreements, each Guarantor hereby guarantees to Lender the prompt and full payment and full and faithful performance by the Borrower of the entirety of the Guaranteed Indebtedness (as defined in the Guaranty Agreements) including, without limitation, all amounts owing under the Line of Credit Note and all Letter of Credit Liabilities, (f) no Guarantor’s consent is required to the effectiveness of this Amendment, and (g) no consent by any Guarantor is required for the effectiveness of any future amendment, modification, forbearance or other action with respect to the Credit Agreement or any present or future Loan Document.

ARTICLE V

MISCELLANEOUS

Section 5.1. Survival of Representations and Warranties. All representations and warranties made in the Credit Agreement or any other Loan Document, including without limitation, any Loan Document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by Bank or any closing shall affect such representations and warranties or the right of Bank to rely thereon.

Section 5.2. Reference to Credit Agreement. Each of the Loan Documents, including the Credit Agreement and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement, as amended hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement shall mean a reference to the Credit Agreement, as amended hereby.

Section 5.3. Expenses of Bank. As provided in the Credit Agreement, Borrower agrees to pay on demand all reasonable costs and expenses incurred by Bank in connection with the preparation, negotiation and execution of this Amendment and the other Loan Documents executed pursuant hereto and any and all amendments, modifications, and supplements hereto, including, without limitation, the reasonable costs and fees of Bank’s legal counsel, and all reasonable costs and expenses incurred by Lender in connection with the enforcement or preservation of any rights under the Credit Agreement, as amended hereby, and any other Loan Document, including, without limitation, the reasonable costs and fees of Bank’s legal counsel.

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Section 5.4. RELEASE. BORROWER AND EACH GUARANTOR HEREBY VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE BANK, ITS DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN. ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH BORROWER AND ANY GUARANTOR MAY NOW OR HEREAFTER HAVE AGAINST BANK, ITS DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY LOAN, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS, AND NEGOTIATIONS FOR AND EXECUTION OF THE LOAN DOCUMENTS.

Section 5.5. Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

Section 5.6. GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

Section 5.7. Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns, heirs, executors, and legal representatives, except that none of the parties hereto other than Bank may assign or transfer any of its rights or obligations hereunder without the prior written consent of Bank.

Section 5.8. WAIVER OF TRIAL BY JURY. THE PARTIES HERETO AGREE THAT NO PARTY SHALL REQUEST A TRIAL BY JURY IN THE EVENT OF LITIGATION BETWEEN THEM CONCERNING THE LOAN DOCUMENTS OR ANY CLAIMS OR TRANSACTIONS IN CONNECTION THEREWITH, IN EITHER A STATE OR FEDERAL COURT, THE RIGHT TO TRIAL BY JURY BEING EXPRESSLY WAIVED BY BANK, BORROWER AND GUARANTORS. EACH OF BANK, BORROWER AND GUARANTORS ACKNOWLEDGES THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY, AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.

Section 5.9. Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument.

Section 5.10. Descriptive Headings. The captions in this Amendment are for convenience only and shall not define or limit the provisions hereof.

Section 5.11. ENTIRE AGREEMENT. THIS AMENDMENT, THE CREDIT AGREEMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION WITH AND PURSUANT TO THIS AMENDMENT AND THE CREDIT AGREEMENT REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

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Section 5.12. Arbitration. All disputes, claims, and controversies arising from this Amendment shall be arbitrated in accordance with Section 7.15 of the Credit Agreement.

[Remainder of Page Intentionally Left Blank]

THIRD AMENDMENT TO CREDIT AGREEMENT - Page 10

EXECUTED as of the date first written above.

	BORROWER:

	WILHELMINA INTERNATIONAL, INC.,
	a Delaware corporation

	By:	/s/ John Murray
		John Murray
		Chief Financial Officer


	BANK:

	AMEGY BANK NATIONAL ASSOCIATION, a national banking association

	By:	/s/ Andrew Cullum
	Name:	Andrew Cullum
	Title:	VP


	GUARANTORS:

	WILHELMINA LICENSING LLC,
	a Delaware limited liability company

	By:	/s/ John Murray
		John Murray
		Vice President and Chief Financial Officer

THIRD AMENDMENT TO CREDIT AGREEMENT – Signature Page

	WILHELMINA FILM & TV PRODUCTIONS LLC, a Delaware limited liability company

	By:	/s/ John Murray
		John Murray
		Vice President and Chief Financial Officer


	WILHELMINA ARTIST MANAGEMENT LLC, a New York limited liability company

	By:	/s/ John Murray
		John Murray
		Vice President and Chief Financial Officer


	WILHELMINA-MIAMI, INC.,
	a Florida corporation

	By:	/s/ John Murray
		John Murray
		Vice President and Chief Financial Officer


	WILHELMINA INTERNATIONAL, LTD.,
	a New York corporation

	By:	/s/ John Murray
		John Murray
		Vice President and Chief Financial Officer


	WILHELMINA WEST, INC.,
	a California corporation

	By:	/s/ John Murray
		John Murray
		Vice President and Chief Financial Officer


	WILHELMINA MODELS, INC.,
	a New York corporation

	By:	/s/ John Murray
		John Murray
		Vice President and Chief Financial Officer

THIRD AMENDMENT TO CREDIT AGREEMENT – Signature Page

	LW1, INC.,
	a California corporation

	By:	/s/ John Murray
		John Murray
		Vice President and Chief Financial Officer


	WILHELMINA CREATIVE, LLC,
	a Florida limited liability company

	By:	/s/ John Murray
		John Murray
		Vice President and Chief Financial Officer

THIRD AMENDMENT TO CREDIT AGREEMENT – Signature Page

EXHIBIT A

Borrowing Base Certificate

(see attached)

THIRD AMENDMENT TO CREDIT AGREEMENT – Exhibit A

BORROWING BASE CERTIFICATE

Date: _______________, 20__ (the “Certificate Date”)

Amegy Bank National Association

2501 N. Harwood, Suite 1600

Dallas TX 75201

Attention: Mr. Drew Cullum

To Whom It May Concern:

Reference is made to that certain Credit Agreement dated as of April 20, 2011 (as amended by that certain First Amendment to Credit Agreement dated January 1, 2012, that certain Second Amendment to Credit Agreement dated October 24, 2012, and that certain Third Amendment to Credit Agreement dated July [__], 2014, and as amended, restated, supplemented or modified from time to time, the “Credit Agreement”) by and between Wilhelmina International, Inc. (“Borrower”) and Amegy Bank National Association (“Bank”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement.

This Borrowing Base Certificate (this “Certificate”) is prepared, and is based upon information accurate, as of the Certificate Date, and is provided in accordance with Section 3.1(b)(iv) or Section 4.3(d) of the Credit Agreement.

Borrower hereby certifies, represents and warrants to Bank as follows:

1. all information contained herein is true, correct and complete as of the Certificate Date; and

2. the calculation of the Borrowing Base as of the Certificate Date is as follows:

A.	Borrowing Base Amount
	(i)	Maximum Line Amount	$5,000,000.00
	(ii)	Eligible Accounts Receivable Advance Rate	80%
	(iii)	Eligible Accounts Receivable (see Schedule 1):	$ ____________
	(iv)	Eligible Account Receivable Component – Line A(ii) multiplied by Line A(iii)	$ ____________
B.	Outstanding principal amount of advances, loans, or other extensions of credit:		$ ____________
C.	Outstanding Letter of Credit Liabilities:		$ ____________
D.	TOTAL AVAILABILITY Line A(iv) minus Line B minus Line C		$ ____________

_______________________________

THIRD AMENDMENT TO CREDIT AGREEMENT – Exhibit A

Borrower has signed this Borrowing Base Certificate as of the day and year first above written.

	WILHELMINA INTERNATIONAL, INC., a Delaware corporation

	By:
		John Murray
		Chief Financial Officer

THIRD AMENDMENT TO CREDIT AGREEMENT – Exhibit A

SCHEDULE 1

CALCULATION OF ELIGIBLE ACCOUNTS RECEIVABLE

1.	Trade accounts payable in the ordinary course of Borrowers' business:				$ _____________
2.	Minus the sum of the following ineligible accounts (to be determined with respect to the accounts of each Borrower and then added to determine the aggregate amount for all Borrowers):
		(i)	such accounts as to which payment is not absolute or is contingent:	$
		(ii)	such accounts which are unpaid more than 90 days past the initial invoice date therefor:	$
		(iii)	that portion of such accounts for which there exists any right of setoff, defense or discount (except regular discounts allowed in the ordinary course of business to promote prompt payment) or for which any defense or counterclaim has been asserted:	$
		(iv)	such accounts which represent an obligation of any state or municipal government or of the United States government or any political subdivision thereof	$
		(v)	such accounts which represent an obligation of an account debtor located in a foreign country:	$
		(vi)	such accounts which arise from the sale or lease to or performance of services for, or represents an obligation of, an employee, affiliate, partner, member, parent or subsidiary of any Borrower.	$
		(vii)	that portion of such accounts which represents interim or progress billings or retention rights on the part of the account debtor:	$
		(viii)	such accounts which represent an obligation of any account debtor when twenty percent (20%) or more of a Borrower’s accounts from such account debtor are not eligible pursuant to clause (ii) above:	$

THIRD AMENDMENT TO CREDIT AGREEMENT – Exhibit A

		(ix)	[that portion of such accounts from an account debtor which represents the amount by which Borrower’s total accounts from said account debtor exceeds ___________ percent (____%) of Borrower’s total accounts:] and	$
		(x)	such accounts deemed ineligible by Bank when Bank, in its sole discretion, deems the creditworthiness or financial condition of the account debtor, or the industry in which the account debtor is engaged, to be unsatisfactory:	$
			Subtotal:		$
3.	Total amount of Eligible Accounts Receivable (item 1 minus item 2):				$

THIRD AMENDMENT TO CREDIT AGREEMENT – Exhibit A

Delaware	74-2781950
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

200 Crescent Court, Suite 1400, Dallas, Texas	75201
(Address of principal executive offices)	(Zip Code)

Large Accelerated Filer [ ]	Accelerated Filer [ ]
Non-Accelerated Filer [ ]	Smaller Reporting Company [x]

		PAGE
PART I

ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	7
ITEM 1B.	UNRESOLVED STAFF COMMENTS	7
ITEM 2.	PROPERTIES	8
ITEM 3.	LEGAL PROCEEDINGS	8
ITEM 4.	MINE SAFETY DISCLOSURES	9

PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	10
ITEM 6.	SELECTED FINANCIAL DATA	11
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	17
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	18
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	36
ITEM 9A.	CONTROLS AND PROCEDURES	36
ITEM 9B.	OTHER INFORMATION	36

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	37
ITEM 11.	EXECUTIVE COMPENSATION	37
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	37
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	37
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	37

PART IV

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	38
SIGNATURES		44

Board Name	Location	Target Market
Women	NYC, LA, Miami, London, Chile	High-end female fashion models
Men	NYC, LA, Miami	High-end male fashion models
Direct Men	NYC, LA, Miami	Established/commercial male fashion models
Direct Women	NYC, LA, Miami	Established/commercial female fashion models
Curve	NYC	Full-figured female fashion models
Runway	NYC	Catwalk and designer client services
Fitness	NYC	Fit or athletic models
Kids*	NYC	Child models

Description of Property	Area (sq. feet)	Lease Expiration

Office for New York-based operations – New York, NY	12,671	February 28, 2021
Office for California-based operations – Los Angeles, CA	3,605	June 30, 2016
Office for Florida based operations – Miami, FL	2,100	October 1, 2016
Office for London-based operations – London, UK	995	September 6, 2017
Three model apartments – New York, NY	6,000	2015-2016
Three model apartments – Los Angeles, CA	6,000	2015-2016
Five model apartments – Miami, FL	4,000	2015-2016

	High		Low
Year Ended December 31, 2013:
1st Quarter	$	3.40	$	2.20
2nd Quarter	$	3.20	$	2.80
3rd Quarter	$	7.00	$	3.00
4th Quarter	$	6.80	$	3.20

Year Ended December 31, 2014:
1st Quarter	$	6.60	$	4.80
2nd Quarter	$	6.00	$	4.60
3rd Quarter	$	7.00	$	5.26
4th Quarter	$	6.40	$	4.53

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs(1)
October 1 – October 31, 2014		-		-		-		398,295
November 1 – November 30, 2014		-		-		-		398,295
December 1 – December 31, 2014		1,113	$	5.34		1,113		397,182
Total		1,113	$	5.34		1,113		397,182

(in thousands)	Year Ended December 31, 2014			Year Ended December 31, 2013			Percent Change 2014 vs 2013

GROSS BILLINGS		78,472			68,546			14.5	%

Revenues		76,414			65,360			16.9	%
License fees and other income		396			584			-32.2	%
TOTAL REVENUES		76,810			65,944			16.5	%
Model costs		54,780			46,242			18.5	%
REVENUES NET OF MODEL COSTS		22,030			19,702			11.8	%
GROSS PROFIT MARGIN		28.70	%		29.90	%
Salaries and service costs		13,035			11,460			13.7	%
Office and general expenses		4,645			3,658			27.0	%
Amortization and depreciation		603			1,572			-61.6	%
Corporate overhead		1,212			1,198			1.2	%
OPERATING INCOME		2,535			1,814			39.70	%
OPERATING MARGIN		3.30	%		2.80	%
Foreign exchange loss		(42	)		-			-100.0	%
Interest income		6			8			-25.0	%
Interest expense		(8	)		(61	)		-86.9	%
Equity Earnings in affiliate		(42	)		(7	)		500.0	%
INCOME BEFORE INCOME TAXES		2,449			1,754			39.6	%
Current income tax (expense)		(530	)		(532	)		-12	%
Deferred tax benefit		(718	)		2,170			-134.6	%
Effective tax rate		52.8	%		-93.4	%
NET INCOME		1,201			3,392			-63.7	%

	Page
Report of Independent Registered Public Accounting Firm	19
Consolidated Balance Sheets as of December 31, 2014 and 2013	20
Consolidated Statements of Operations for the Years Ended December 31, 2014 and 2013	21
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2014 and 2013	22
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014 and 2013	23
Notes to Consolidated Financial Statements	24

ASSETS
	2014			2013
Current assets:
Cash and cash equivalents	$	5,869		$	2,776
Accounts receivable, net of allowance for doubtful accounts of $679 and $571		12,482			11,327
Deferred tax asset		1,986			1,659
Prepaid expenses and other current assets		252			257
Total current assets		20,589			16,019

Property and equipment, net of accumulated depreciation of $762 and $493		1,333			831

Trademarks and trade names with indefinite lives		8,467			8,467
Other intangibles with finite lives, net of accumulated amortization of $8,222 and $7,888		115			449
Goodwill		12,563			12,563
Restricted cash		-			222
Other assets		136			340

Total assets	$	43,203		$	38,891

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	4,310		$	2,969
Due to models		10,011			8,669
Total current liabilities		14,321			11,638

Long term liabilities
Amegy credit facility		-			800
Deferred income tax liability		2,332			1,287
Total long-term liabilities		2,332			2,087

Total liabilities		16,653			13,725

Shareholders’ equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized; none outstanding		-			-
Common stock, $0.01 par value, 12,500,000 shares authorized; 5,869,220 and 5,870,333 shares issued and outstanding at December 31, 2014 and 2013		65			65
Treasury stock 602,818 and 601,705 shares in 2014 and 2013, at cost		(1,643	)		(1,637	)
Additional paid-in capital		86,778			86,589
Accumulated deficit		(58,650	)		(59,851	)
Total shareholders’ equity		26,550			25,166

Total liabilities and shareholders’ equity	$	43,203		$	38,891

	Common Shares		Stock Amount		Treasury Shares			Stock Amount			Additional Paid-in Capital		Accum- lated Deficit			Total
Balances at December 31, 2012		6,472	$	65		(489	)	$	(1,227	)	$	86,430	$	(63,243	)	$	22,025
Share based payment expense		-		-		-			-			159		-			159
Net income common shareholders		-		-		-			-			-		3,392			3,392
Purchase of Treasury Stock		-		-		(113	)		(410	)		-		-			(410	)
Balances at December 31, 2013		6,472		65		(602	)		(1,637	)		86,589		(59,851	)		25,166

Share based payment expense		-		-		-			-			189		-			189
Net income common shareholders		-		-		-			-			-		1,201			1,201
Purchase of Treasury Stock		-		-		(1	)		(6	)		-		-			(6	)
Balances at December 31, 2014		6,472	$	65		(603	)	$	(1,643	)	$	86,778	$	(58,650	)	$	26,550

	2014			2013

Cash flows from operating activities:
Net income	$	1,201		$	3,392
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization and depreciation		603			1,572
Share based payment expense		189			159
Deferred income taxes		718			(2,170	)
Changes in operating assets and liabilities:
(Increase) in accounts receivable		(1,155	)		(1,423	)
(Increase) decrease in prepaid expenses and other current assets		209			(85	)
Increase in due to models		1,342			1,612
Increase in accounts payable and accrued liabilities		1,341			303
(Decrease) in foreign withholding claim		-			(428	)
Net cash provided by operating activities		4,448			2,932

Cash flows from investing activities:
Purchase of property and equipment		(771	)		(421	)
Proceeds from sale of restricted certificate of deposit		222			-
Net cash used in investing activities		(549	)		(421	)

Cash flows from financing activities
Decrease in earn-out liability		-			(20	)
Proceeds from Amegy line of credit		-			500
Repayment of Amegy line of credit		(800	)		(950	)
Purchases of Treasury Stock		(6	)		(410	)
Net cash used in financing activities		(806	)		(880	)

Net increase in cash and cash equivalents		3,093			1,631
Cash and cash equivalents, beginning of period		2,776			1,145
Cash and cash equivalents, end of period	$	5,869		$	2,776

Supplemental disclosures of cash flow information
Cash paid for interest	$	8		$	61
Cash paid for income taxes	$	298		$	346

Years Ending December 31	Amount (in thousands)

2015	$	1,067
2016		822
2017		554
2018		568
2019		582
Thereafter		699
	$	4,292

	Year Ended December 31, 2014			Year Ended December 31, 2013
Current:
Federal	$	52		$	(37	)
State		(527	)		(294	)
Foreign		(55	)		(201	)
Total		(530	)		(532	)
Deferred:
Federal		(733	)		2,162
State		15			8
Total		(718	)		2,170
Total	$	(1,248	)	$	1,638

	Year Ended December 31, 2014			Year Ended December 31, 2013
Computed income tax expense at statutory rate	$	(828	)	$	(614	)
Increase in taxes resulting from:
Permanent and other deductions, net		(187	)		(70	)
State income taxes, net of federal benefit		(233	)		(191	)
Valuation allowance		-			2,513
Total income tax (expense) benefit	$	(1,248	)	$	1,638

	2014			2013
Deferred tax asset:
Net operating loss carryforward	$	307		$	1,057
AMT credits		352			387
Accrued expenses		1,024			739
Allowance for doubtful accounts		263			220
Asset impairment		281			281
Stock-based compensation		77			-
Net deferred income tax asset		2,304			2,684
Deferred tax liability:
Property and equipment		(280	)		(44	)
Intangible assets-brand name		(1,798	)		(1,800	)
Goodwill		(547	)		(452	)
Other Intangible assets		(25	)		(16	)
Net deferred income tax liability		(2,650	)		(2,312	)

Net deferred tax asset/(liability)	$	(346	)	$	372

	Number of Shares		Weighted Average Exercise Price
Outstanding, January 1, 2013		102,500	$	2.40
Granted		100,000		3.80
Canceled		-		-
Outstanding, December 31, 2013		202,500	$	3.07

Granted		100,000		5.72
Canceled		-		-
Outstanding, December 31, 2014		302,500	$	3.95

Intangible assets subject to amortization:	Gross Cost		Accumulated Amortization			Weighted-average amortization period (in years)
Customer lists	$	3,143	$	(3,127	)	5.1
Non-compete agreements		1,047		(951	)	6.5
Talent and model contractual relationships		2,514		(2,511	)	4.0
Employee contractual relationships		1,633		(1,633	)	5.0
Total	$	8,337	$	(8,222	)	4.9

Exhibit Number		Description of Exhibits

2.1		Plan of Merger and Acquisition Agreement between Billing Concepts Corp., CRM Acquisition Corp., Computer Resources Management, Inc. and Michael A. Harrelson, dated June 1, 1997 (incorporated by reference from Exhibit 2.1 to Form 10-Q, dated June 30, 1997).
2.2		Stock Purchase Agreement between Billing Concepts Corp. and Princeton TeleCom Corporation, dated September 4, 1998 (incorporated by reference from Exhibit 2.2 to Form 10-K, dated September 30, 1998).
2.3		Stock Purchase Agreement between Billing Concepts Corp. and Princeton eCom Corporation, dated February 21, 2000 (incorporated by reference from Exhibit 2.1 to Form 8-K, dated March 16, 2000).
2.4		Agreement and Plan of Merger between Billing Concepts Corp., Billing Concepts, Inc., Enhanced Services Billing, Inc., BC Transaction Processing Services, Inc., Aptis, Inc., Operator Service Company, BC Holding I Corporation, BC Holding II Corporation, BC Holding III Corporation, BC Acquisition I Corporation, BC Acquisition II Corporation, BC Acquisition III Corporation and BC Acquisition IV Corporation, dated September 15, 2000 (incorporated by reference from Exhibit 2.1 to Form 8-K, dated September 15, 2000).
2.5		Stock Purchase Agreement by and among New Century Equity Holdings Corp., Mellon Ventures, L.P., Lazard Technology Partners II LP, Conning Capital Partners VI, L.P. and Princeton eCom Corporation, dated March 25, 2004 (incorporated by reference from Exhibit 10.1 to Form 8-K, dated March 29, 2004).
2.6		Series A Convertible 4% Preferred Stock Purchase Agreement by and between New Century Equity Holdings Corp. and Newcastle Partners, L.P., dated June 18, 2004 (incorporated by reference from Exhibit 2.1 to Form 8-K, dated June 30, 2004).
2.7		Agreement by and among New Century Equity Holdings Corp., Wilhelmina Acquisition Corp., Wilhelmina International, Ltd., Wilhelmina – Miami, Inc., Wilhelmina Artist Management LLC, Wilhelmina Licensing LLC, Wilhelmina Film & TV Productions LLC, Dieter Esch, Lorex Investments AG, Brad Krassner, Krassner Family Investments, L.P., Sean Patterson and the shareholders of Wilhelmina – Miami, Inc., dated August 25, 2008 (incorporated by reference from Exhibit 10.1 to Form 8-K, dated August 26, 2008).
2.8		Purchase Agreement by and between New Century Equity Holdings Corp. and Newcastle Partners, L.P., dated August 25, 2008 (incorporated by reference from Exhibit 10.3 to Form 8-K, dated August 26, 2008).
2.9		Letter Agreement, dated February 13, 2009, by and among New Century Equity Holdings Corp., Wilhelmina Acquisition Corp., Wilhelmina International Ltd., Wilhelmina – Miami, Inc., Wilhelmina Artist Management LLC, Wilhelmina Licensing LLC, Wilhelmina Film & TV Productions LLC, Dieter Esch, Lorex Investments AG, Brad Krassner, Krassner Family Investments Limited Partnership, Sean Patterson and the shareholders of Wilhelmina – Miami, Inc. (incorporated by reference from Exhibit 10.1 to Form 8-K, dated February 18, 2009).
3.1		Restated Certificate of Incorporation of Wilhelmina International, Inc. (incorporated by reference from Exhibit 3.1 to Form S-1/A, dated January 30, 2012).
3.2		Amended and Restated Bylaws of Wilhelmina International, Inc. (incorporated by reference from Exhibit 3.2 to Form 8-K, dated May 18, 2011).
3.3		Certificate of Amendment of the Restated Certificate of Incorporation of Wilhelmina International, Inc. (incorporated by reference from Exhibit 3.1 to the Form 8-K, dated July 10, 2014).

4.1		Form of Stock Certificate of Common Stock of Billing Concepts Corp. (incorporated by reference from Exhibit 4.1 to Form 10-Q, dated March 31, 1998).
4.2		Rights Agreement, dated as of July 10, 2006, by and between New Century Equity Holdings Corp. and The Bank of New York Trust Company, N.A. (incorporated by reference from Exhibit 4.2 to Form 8-K, dated July 10, 2006).
4.3		Amendment to Rights Agreement, dated August 25, 2008, by and between New Century Equity Holdings Corp. and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference from Exhibit 4.1 to Form 8-K, dated August 26, 2008).
4.4		Form of Rights Certificate (incorporated by reference from Exhibit 4.1 to Form 8-K, dated July 10, 2006).
4.5		Registration Rights Agreement, dated August 25, 2008, by and among New Century Equity Holdings Corp., Dieter Esch, Lorex Investments AG, Brad Krassner, Krassner Family Investments, L.P. and Sean Patterson (incorporated by reference from Exhibit 10.2 to Form 8-K, dated August 26, 2008).
4.6		Registration Rights Agreement, dated February 13, 2009, by and between New Century Equity Holdings Corp. and Newcastle Partners, L.P. (incorporated by reference from Exhibit 10.3 to Form 8-K, dated February 18, 2009).
4.7		Second Amendment to Rights Agreement, dated July 20, 2009, by and between the Bank of New York Mellon Trust Company, N.A. (incorporated by reference from Exhibit 4.1 to Form 8-K, dated July 21, 2009).
4.8		Third Amendment to Rights Agreement, dated February 9, 2010, by and between Wilhelmina International, Inc. and the Bank of New York Mellon Trust Company, N.A. (incorporated by reference from Exhibit 4.1 to Form 8-K, dated February 10, 2010).
4.9		Fourth Amendment to Rights Agreement, dated March 26, 2010, by and between Wilhelmina International, Inc. and the Bank of New York Mellon Trust Company, N.A. (incorporated by reference from Exhibit 4.1 to Form 8-K, dated March 30, 2010).
4.10		Fifth Amendment to Rights Agreement, dated April 29, 2010, by and between Wilhelmina International, Inc. and the Bank of New York Mellon Trust Company, N.A. (incorporated by reference from Exhibit 4.1 to Form 8-K, dated May 3, 2010).
4.11		Sixth Amendment to Rights Agreement, dated June 2, 2010, by and between Wilhelmina International, Inc. and the Bank of New York Mellon Trust Company, N.A. (incorporated by reference from Exhibit 4.1 to Form 8-K, dated June 2, 2010).
4.12		Seventh Amendment to Rights Agreement, dated July 2, 2010, by and between Wilhelmina International, Inc. and the Bank of New York Mellon Trust Company, N.A. (incorporated by reference from Exhibit 4.1 to Form 8-K, dated July 2, 2010).
4.13		Eighth Amendment to Rights Agreement, dated August 2, 2010, by and between Wilhelmina International, Inc. and the Bank of New York Mellon Trust Company, N.A. (incorporated by reference from Exhibit 4.1 to Form 8-K, dated August 2, 2010).
4.14		Ninth Amendment to Rights Agreement, dated September 2, 2010, by and between Wilhelmina International, Inc. and the Bank of New York Mellon Trust Company, N.A. (incorporated by reference from Exhibit 4.1 to Form 8-K, dated September 2, 2010).
4.15		Tenth Amendment to Rights Agreement, dated October 1, 2010, by and between Wilhelmina International, Inc. and the Bank of New York Mellon Trust Company, N.A. (incorporated by reference from Exhibit 4.1 to Form 8-K, dated October 1, 2010).

4.16		Eleventh Amendment to Rights Agreement, dated October 18, 2010, by and between Wilhelmina International, Inc. and the Bank of New York Mellon Trust Company, N.A. (incorporated by reference from Exhibit 4.1 to Form 8-K, dated October 21, 2010).
4.17		Twelfth Amendment to Rights Agreement, dated December 8, 2010, by and between Wilhelmina International, Inc. and the Bank of New York Mellon Trust Company, N.A. (incorporated by reference from Exhibit 4.1 to Form 8-K, dated December 9, 2010).
4.18		Thirteenth Amendment to Rights Agreement, dated April 23, 2013, by and between Wilhelmina International, Inc. and the Bank of New York Mellon Trust Company, N.A. (incorporated by reference from Exhibit 4.1 to Form 8-K, dated April 23, 2013).
4.19		Fourteenth Amendment to Rights Agreement, dated July 10, 2014, by and between Wilhelmina International, Inc. and The Bank of New York Mellon Trust Company (incorporated by reference from Exhibit 4.1 to the Form 8-K, dated July 10, 2014).

*10.1		Billing Concepts Corp’s 1996 Employee Comprehensive Stock Plan amended as of August 31, 1999 (incorporated by reference from Exhibit 10.8 to Form 10-K, dated September 30, 1999).
*10.2		Form of Option Agreement between Billing Concepts Corp. and its employees under the 1996 Employee Comprehensive Stock Plan (incorporated by reference from Exhibit 10.9 to Form 10-K, dated September 30, 1999).
*10.3		Amended and Restated 1996 Non-Employee Director Plan of Billing Concept Corp. amended as of August 31, 1999 (incorporated by reference from Exhibit 10.10 to Form 10-K, dated September 30, 1999).
*10.4		Form of Option Agreement between Billing Concepts Corp. and non-employee directors (incorporated by reference from Exhibit 10.11 to Form 10-K, dated September 30, 1998).
*10.5		Billing Concept Corp.’s 401(k) Retirement Plan (incorporated by reference from Exhibit 10.14 to Form 10-K, dated September 30, 2000).
10.6		Revenue Sharing Agreement, dated as of October 5, 2005, by and between New Century Equity Holdings Corp. and ACP Investments LP (incorporated by reference from Exhibit 10.1 to Form 10-Q, dated September 30, 2005).
10.7		Principals Agreement, dated as of October 5, 2005, by and between New Century Equity Holdings Corp. and ACP Investments LP (incorporated by reference from Exhibit 10.2 to Form 10-Q, dated September 30, 2005).
*10.8		Employment Agreement by and among New Century Equity Holdings Corp., Wilhelmina International, Ltd. and Sean Patterson, dated November 10, 2008 (incorporated by reference from Exhibit 10.1 to Form 10-Q, dated September 30, 2008).
10.9		Letter Agreement, dated February 13, 2009, by and between New Century Equity Holdings Corp. and Dieter Esch (incorporated by reference from Exhibit 10.2 to Form 8-K, dated February 18, 2009).
10.10		Promissory Note, dated December 31, 2009, issued by Wilhelmina International, Inc. to Dieter Esch (incorporated by reference from Exhibit 10.1 to Form 8-K, dated January 6, 2010).
10.11		Global Settlement Agreement, dated October 18, 2010, by and among Wilhelmina International, Inc., Newcastle Partners, L.P., Dieter Esch, Lorex Investments AG, Brad Krassner and Krassner Family Investments Limited Partnership (incorporated by reference from Exhibit 10.1 to Form 8-K, dated October 21, 2010).
10.12		Mutual Support Agreement, dated August 25, 2008, by and among Newcastle Partners, L.P., Dieter Esch, Lorex Investments AG, Brad Krassner and Krassner Family Investments Limited Partnership (incorporated by reference from Annex D to the Proxy Statement on Schedule 14A filed December 22, 2008).
10.13		First Amendment to Mutual Support Agreement, dated October 18, 2010, by and among Newcastle Partners, L.P., Dieter Esch, Lorex Investments AG, Brad Krassner and Krassner Family Investments Limited Partnership (incorporated by reference from Exhibit 10.2 to Form 8-K, dated October 21, 2010).

10.14		Amendment to Promissory Note, dated December 7, 2010, issued by Wilhelmina International, Inc. to Dieter Esch (incorporated by reference from Exhibit 10.1 to Form 8-K, dated December 9, 2010).
10.15		Credit Agreement, dated as of April 29, 2011, by and between Wilhelmina International, Inc. and Amegy Bank National Association (incorporated by reference from Exhibit 10.1 to Form 8-K, dated April 29, 2011).
10.16		Promissory Note, dated as of April 20, 2011, of Wilhelmina International, Inc. for the benefit of Amegy Bank National Association (incorporated by reference from Exhibit 10.2 to Form 8-K, dated April 29, 2011).
10.17		Pledge and Security Agreement, dated as of April 20, 2011, by and among Wilhelmina International, Inc., the guarantor signatories thereto and Amegy Bank National Association (incorporated by reference from Exhibit 10.3 to Form 8-K, dated April 29, 2011).
10.18		Guaranty, dated as of April 20, 2011, by the guarantor signatories thereto for the benefit of Amegy Bank National Association (incorporated by reference from Exhibit 10.4 to Form 8-K, dated April 29, 2011).
10.19		Wilhelmina International, Inc. 2011 Incentive Plan (incorporated by reference from Exhibit 10.5 to Form 8-K, dated April 29, 2011).
10.20		Form of Option Agreement (incorporated by reference from Exhibit 10.6 to Form 8-K, dated April 29, 2011).
10.21		First Amendment to Credit Agreement, dated January 1, 2012, by and among Wilhelmina International, Inc., the guarantor signatories thereto and Amegy Bank National Association (incorporated by reference from Exhibit 10.1 to Form 8-K, dated January 12, 2012).
10.22		Amended and Restated Line of Credit Promissory Note, dated as of January 1, 2012, by Wilhelmina International, Inc. for the benefit of Amegy Bank National Association (incorporated by reference from Exhibit 10.2 to Form 8-K, dated January 12, 2012).
10.23		First Amendment to Pledge and Security Agreement, dated as of January 1, 2012, by and among Wilhelmina International, Inc., the guarantor signatories thereto and Amegy Bank National Association (incorporated by reference from Exhibit 10.3 to Form 8-K, dated January 12, 2012).
*10.24		Employment Agreement, dated as of August 29, 2012, by and between Wilhelmina International, Inc. and Alex Vaickus (incorporated by reference from Exhibit 10.1 to Form 8-K, dated September 25, 2012).
*10.25		Stock Option Letter Agreement, dated as of September 25, 2012, by and between Wilhelmina International, Inc. and Alex Vaickus (incorporated by reference from Exhibit 10.2 to Form 8-K, dated September 25, 2012).
10.26		Second Amendment to Credit Agreement, dated as of October 24, 2012, by and between Wilhelmina International, Inc. and Amegy Bank National Association (incorporated by reference from Exhibit 10.1 to Form 8-K, dated October 24, 2012).
10.27		Second Amended and Restated Line of Credit Promissory Note, dated as of October 24, 2012, by Wilhelmina International, Inc. for the benefit of Amegy Bank National Association (incorporated by reference from Exhibit 10.2 to Form 8-K, dated October 24, 2012).
10.28		Second Amendment to Pledge and Security Agreement, dated as of October 24, 2012, by and among Wilhelmina International, Inc., the guarantor signatories thereto and Amegy Bank National Association (incorporated by reference from Exhibit 10.3 to Form 8-K, dated October 24, 2012).
10.29		Letter Agreement, dated as of April 24, 2013, by and between Wilhelmina International, Inc. and Ronald L. Chez (incorporated by reference from Exhibit 10.1 to Form 8-K, dated April 23, 2013).
10.30		Third Amendment to Pledge and Security Agreement, dated as of July 31, 2014, by and among Wilhelmina International, Inc., the guarantor signatories thereto and Amegy Bank National Association (filed herewith).
*10.31		Offer Letter, dated January 23, 2015, by and between Wilhelmina International, Inc. and David Chaiken (incorporated by reference from Exhibit 10.1 to the Form 8-K, dated January 23, 2015).
14.1		Wilhelmina International, Inc. Code of Business Conduct and Ethics (incorporated by reference from Exhibit 14.1 to Form 8-K, dated April 21, 2009).

16.1		Burton, McCumber & Cortez, L.L.P. Letter, dated September 28, 2012 (incorporated by reference from Exhibit 16.1 to Form 8-K, dated September 27, 2012).

21.1		List of Subsidiaries (filed herewith).

23.1		Consent of Montgomery, Coscia & Greilich, L.L.P. (filed herewith).
31.1		Certification of Principal Executive Officer in Accordance with Section 302 of the Sarbanes-Oxley Act (filed herewith).
31.2		Certification of Principal Financial Officer in Accordance with Section 302 of the Sarbanes-Oxley Act (filed herewith).
32.1		Certification of Principal Executive Officer in Accordance with Section 906 of the Sarbanes-Oxley Act (filed herewith).
32.2		Certification of Principal Financial Officer in Accordance with Section 906 of the Sarbanes-Oxley Act (filed herewith).

	WILHELMINA INTERNATIONAL, INC.
	(Registrant)

Date: March 27, 2015	By:	/s/ Alex Vaickus
	Name	Alex Vaickus
	Title:	Chief Executive Officer (Principal Executive Officer)


/s/Mark E. Schwarz		Executive Chairman and
Mark E. Schwarz		Chairman of the Board

/s/Alex Vaickus		Chief Executive Officer
Alex Vaickus		Principal Executive Officer

/s/David S. Chaiken		Chief Accounting Officer
David S. Chaiken		(Principal Financial Officer and Principal Accounting Officer)

/s/Clinton Coleman		Director
Clinton Coleman


/s/James Dvorak		Director
James Dvorak

/s/Horst-Dieter Esch		Director
Horst-Dieter Esch

/s/Mark Pape		Director
Mark Pape

/s/Jeffrey Utz		Director
Jeffrey Utz

/s/James Roddey		Director
James Roddey

Subsidiary Name	State / Country of Organization or Incorporation

Wilhelmina International, Ltd.	New York
Wilhelmina West, Inc.	California
LW1, Inc.	California
Wilhelmina Models, Inc.	New York
Wilhelmina Kids & Creative Management LLC*	New York
Wilhelmina-Miami, Inc.	Florida
Wilhelmina Artist Management LLC	New York
Artists at Wilhelmina LLC	Florida
Wilhelmina Licensing LLC	Delaware
Wilhelmina Licensing (Texas) LLC	Texas
Wilhelmina Film & TV Productions LLC	Delaware
Wilhelmina Chile SPA (Chile)	Chile
Wilhelmina London Limited (London)	United Kingdom

Date: March 27, 2015	By:	/s/ David S. Chaiken
		Principal Financial Officer and Principal Accounting Officer

Note 9 - Income Taxes (Details) - Summary of Deferred Tax Liability (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Deferred tax asset:
Net operating loss carryforward	$ 307	$ 1,057
AMT credits	352	387
Accrued expenses	1,024	739
Allowance for doubtful accounts	263	220
Asset impairment	281	281
Stock-based compensation	77
Net deferred income tax asset	2,304us-gaap_DeferredTaxAssetsNet	2,684us-gaap_DeferredTaxAssetsNet
Deferred tax liability:
Property and equipment	(280)	(44)
Intangible assets-brand name	(1,798)	(1,800)
Goodwill	(547)	(452)
Other Intangible assets	(25)	(16)
Net deferred income tax liability	(2,650)us-gaap_DeferredIncomeTaxLiabilities	(2,312)us-gaap_DeferredIncomeTaxLiabilities
Net deferred tax asset/(liability)	$ (346)us-gaap_DeferredTaxAssetsLiabilitiesNet	$ 372us-gaap_DeferredTaxAssetsLiabilitiesNet

Note 14 - Intangible Assets (Details) - Summary of Finite Lived Intangible Assets (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Gross Cost	$ 8,337us-gaap_FiniteLivedCustomerListsGross
Accumulated Amortization	(8,222)	(7,888)
Weighted-average amortization period (in years)	4 years 328 days
Customer Lists [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Cost	3,143
Accumulated Amortization	(3,127)
Weighted-average amortization period (in years)	5 years 36 days
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Cost	1,047
Accumulated Amortization	(951)
Weighted-average amortization period (in years)	6 years 6 months
Talent and Model Contractual Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Cost	2,514
Accumulated Amortization	(2,511)
Weighted-average amortization period (in years)	4 years
Employment Contracts [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Cost	1,633
Accumulated Amortization	$ (1,633)
Weighted-average amortization period (in years)	5 years

Note 6 - Licensing Agreements and Deferred Revenue (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Note 6 - Licensing Agreements and Deferred Revenue (Details) [Line Items]
Licenses Revenue	$ 396,000us-gaap_LicensesRevenue	$ 584,000us-gaap_LicensesRevenue
Product Licensing [Member]
Note 6 - Licensing Agreements and Deferred Revenue (Details) [Line Items]
Licenses Revenue	$ 0	$ 180,000

Note 12 - Stock Options and Stock Purchase Warrants (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Note 12 - Stock Options and Stock Purchase Warrants (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	100,000	100,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share)	$ 5.72	$ 3.80
Allocated Share-based Compensation Expense (in Dollars)	$ 189,000	$ 159,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars)	449,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number		75,000	30,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in Dollars per share)		$ 2.80	$ 5.72
Chief Executive Officer [Member] \| Incentive 2011 Plan [Member]
Note 12 - Stock Options and Stock Purchase Warrants (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period	10 years		10 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	100,000	100,000	100,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share)	$ 5.72	$ 3.80	$ 2.34
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	5 years		5 years
Allocated Share-based Compensation Expense (in Dollars)	$ 189,000	$ 159,000
Incentive 2011 Plan [Member]
Note 12 - Stock Options and Stock Purchase Warrants (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized				300,000
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period				10 years

Note 9 - Income Taxes (Details) - Income Tax Expense (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Current:
Federal	$ 52us-gaap_CurrentFederalTaxExpenseBenefit	$ (37)us-gaap_CurrentFederalTaxExpenseBenefit
State	(527)	(294)
Foreign	(55)us-gaap_CurrentForeignTaxExpenseBenefit	(201)us-gaap_CurrentForeignTaxExpenseBenefit
Total	(530)us-gaap_CurrentIncomeTaxExpenseBenefit	(532)us-gaap_CurrentIncomeTaxExpenseBenefit
Deferred:
Federal	(733)	2,162
State	15	8
Total	(718)us-gaap_DeferredIncomeTaxExpenseBenefit	2,170us-gaap_DeferredIncomeTaxExpenseBenefit
Total	$ (1,248)us-gaap_IncomeTaxExpenseBenefit	$ 1,638us-gaap_IncomeTaxExpenseBenefit

Note 15 - Subsequent Event (Details) (Subsequent Event [Member], Union Model Management [Member], USD $)	1 Months Ended
	Jan. 31, 2015
Subsequent Event [Member] \| Union Model Management [Member]
Note 15 - Subsequent Event (Details) [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired	100.00%
Payments to Acquire Businesses, Gross	$ 1,168,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	373,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill	$ 795,000

Note 3 - Line of Credit	12 Months Ended
Note 3 - Line of Credit	Dec. 31, 2014
Debt Disclosure [Abstract]
Debt Disclosure [Text Block]	Note 3. Line of Credit On April 29, 2011, the Company closed a credit agreement (the “Credit Agreement”) for a new $500,000 revolving credit facility with Amegy Bank National Association (“Amegy”). Borrowings under the facility are to be used for working capital and other general business purposes of the Company. On January 12, 2012, the Company executed and closed an amendment (the “Credit Agreement Amendment”) to its revolving Credit Agreement with Amegy. Under the terms of the Credit Agreement Amendment, which was effective as of January 1, 2012, (1) total availability under the revolving credit facility was increased to $1,500,000 (from $500,000), (2) the borrowing base was modified to 65% (from 80%) of eligible accounts receivable (as defined in the Credit Agreement) and (3) the Company's minimum net worth covenant was increased to $21,250,000 (from $20,000,000). In addition, the maturity date of the facility was extended to December 31, 2012. The parties also executed an amendment to their pledge and security agreement ("Security Agreement Amendment") to reflect the execution of the Credit Agreement Amendment. The Company's obligation to repay advances under the amended facility is evidenced by an amended and restated promissory note. On October 24, 2012, the Company executed and closed the second amendment (the “Second Credit Agreement Amendment”) to its revolving Credit Agreement with Amegy, which amended and replaced the terms amended by the Credit Agreement Amendment. Under the terms of the Second Credit Agreement Amendment, (1) total availability under the revolving credit facility was increased to $5,000,000 (from $1,500,000), (2) the borrowing base was modified to 75% (from 65%) of eligible accounts receivable (as defined in the Credit Agreement) and (3) the Company’s minimum net worth covenant was increased to $22,000,000 (from $21,250,000). In addition, the maturity date of the facility was extended to October 15, 2015 (from December 31, 2012). The Company’s obligation to repay advances under the amended facility is evidenced by a second amended and restated promissory note (the “Second Amended and Restated Promissory Note”). Under the terms of the Second Amended and Restated Promissory Note, the interest rate on borrowings was reduced to the prime rate plus 1% (from prime plus 2%) and a minimum interest rate (formerly 5%) was eliminated. On July 31, 2014, the Company executed and closed the third amendment (the “Third Credit Agreement Amendment”) to its revolving facility with Amegy. The terms of the Third Credit Agreement Amendment are essentially the same as those set forth in the Second Credit Agreement Amendment with the exception of the ability to issue up to $300,000 of standby letters of credit. Outstanding letters of credit will reduce the Company’s availability under the facility. As of December 31, 2014, the Company had no outstanding borrowings under the Credit Agreement.