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WHLM > SEC Filings for WHLM > Form 8-K on 19-Jan-2012All Recent SEC Filings




Entry into a Material Definitive Agreement, Creation of a Direct F

Item 1.01. Entry into a Material Definitive Agreement.

The information provided in response to Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On January 12, 2012, Wilhelmina International, Inc. (the "Company") executed and closed an amendment (the "Credit Agreement Amendment") to its revolving credit facility agreement (the "Credit Agreement") with Amegy Bank National Association ("Amegy").

Under the terms of the Credit Agreement Amendment, which is 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 (from February 28, 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 will be evidenced by an amended and restated promissory note (the "Amended and Restated Promissory Note").

As of the date hereof, there is $500,000 outstanding under the Credit Agreement.

The foregoing summary of the Credit Agreement Amendment, the Amended and Restated Promissory Note and the Security Agreement Amendment (collectively, the "Loan Document Amendments") do not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Document Amendments, copies of which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The Loan Document Amendments are not intended to be sources of factual, business or operational information about the Company or its subsidiaries. The representations, warranties and covenants contained in the Loan Document Amendments were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the parties, including being qualified by disclosures for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Accordingly, investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
10.1        First Amendment to Credit Agreement dated as of January 1, 2012 between
            Wilhelmina International, Inc., the guarantor signatories thereto and
            Amegy Bank National Association

10.2        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.

10.3        First Amendment to Pledge and Security Agreement dated as of January 1,
            2012 between Wilhelmina International, Inc., the guarantor signatories
            thereto and Amegy Bank National Association


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