Dieter Esch Brad Krassner Wilhelmina International Ltd. Wilhelmina Acquisition Corp. Wilhelmina Film & TV Productions LLC Wilhelmina Licensing LLC Wilhelmina Artist Management LLC Wilhelmina - Miami, Inc. Stockholders of Wilhelmina – Miami, Inc. Lorex...
Exhibit
10.1
February
13, 2009
Xxxxxx
Xxxx
Xxxx
Xxxxxxxx
Xxxxxxxxxx
International Ltd.
Wilhelmina
Acquisition Corp.
Wilhelmina
Film & TV Productions LLC
Wilhelmina
Licensing LLC
Wilhelmina
Artist Management LLC
Wilhelmina
- Miami, Inc.
Stockholders
of Wilhelmina – Miami, Inc.
Lorex
Investment XX
Xxxxxxxx
Family Investments Limited Partnership
Xxxx
Xxxxxxxxx
Re: Agreement
Regarding Calculation of WAM EBITDA and Wilhelmina Miami EBITA
Gentlemen:
Reference
is made to the Agreement, dated as of August 25, 2008 (the “Agreement”), by and
among New Century Equity Holdings Corp., Wilhelmina Acquisition Corp.,
Xxxxxxxxxx International Ltd. and its affiliates and, inter alia, the
undersigned (together, the “Parties”). Capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed to such terms
in the Agreement.
The
Parties hereby agree that, effective as of the date hereof, the Agreement is
hereby amended as follows:
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(a)
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All
references in Section 2.8(a)(i) and Section 2.8(b)(i) to the “third
anniversary of the Closing Date” shall be changed to “December
31, 2012”.
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(b)
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All
references in Section 2.8(a)(ii), Section 2.8(b)(ii) and Section 2.8(c)
(which contains 2 such references) to “the Closing Date, the first
anniversary of the Closing and the second anniversary of the Closing Date”
shall be changed to “January 1, 2009, January 1, 2010 and January 1,
2011”.
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(c)
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The
definition of “Closing Net Asset Adjustment” shall be modified to include,
at the end of the first sentence thereof (i.e., following “minus (e) the Term Loan
Amount”): “minus
(f) Pre-Closing 2009 WAM/Miami Cash”. The parties understand
and agree that illustrative Schedule 1.33 does not include the foregoing
additional offset.
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Wilhelmina
In
Page
2
February
13, 2009
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(d)
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The
following definition shall be added to Article I in the Agreement: “Pre-Closing
2009 WAM/Miami Cash” shall mean cash received by any Wilhelmina
Transferred Company that is attributable to EBITDA (a) earned on or prior
to the Closing Date and (b) that is or would be (in the reasonable
judgment of Purchaser) included for purposes of calculating the WAM
Earnout or the Miami Earnout.”
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Except as
specifically amended hereby, the Agreement shall remain in full force and
effect.
This
letter amendment may be executed in counterparts and by the Parties in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which together shall constitute one and the same
instrument. This letter amendment may be executed and delivered by
telecopier or other facsimile transmission with the same force and effect as if
the same were a fully executed and delivers original manual
counterpart. This letter amendment shall be governed by and construed
in accordance with the laws of the State of New York without giving effect to
any choice or conflict of law provision or rule (whether of the State of New
York or any other jurisdiction) that would cause the application of the laws of
any other jurisdiction other than the State of New York.
Please
indicate your agreement by signing below.
Sincerely.
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NEW
CENTURY EQUITY HOLDINGS CORP.
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WILHELMINA
ACQUISITION CORP.
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|||||
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By:
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/s/ Xxxx Xxxxxx |
By:
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/s/ Xxxx Xxxxx | |||
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Title:
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Chief Financial Officer |
Title:
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Vice President | |||
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Date:
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February 13, 2009 |
Date:
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February 13, 2009 | |||
[Additional Signature Pages
Follow]
Wilhelmina
In
Page
2
February
13, 2009
[Additional
Signature Pages to Letter Agreement Regarding Calculation of
WAM
EBITDA and Wilhelmina Miami EBITDA]
Agreed
to:
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XXXXXXXX
FAMILY INVESTMENTS LIMITED PARTNERSHIP
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WILHELMINA
– MIAMI, INC.
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|||||
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By:
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XXXXXXXX INVESTMENTS, INC., | |||||
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its
General Partner
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By:
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/s/
Xxxx Xxxxxxxxx
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|||
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Title:
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President
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|||||
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By:
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/s/
Xxxx Xxxxxxxx
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Date:
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February
13, 2009
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|||
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Title:
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President
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|||||
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Date:
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February
13, 2009
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|||||
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/s/
Xxxxxx Xxxx
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XXXXXXXXXX
FILM & TV PRODUCTIONS LLC
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||||
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Xxxxxx
Xxxx, in his individual capacity and on behalf of certain other
shareholders of Wilhelmina – Miami, Inc. pursuant to a power of attorney
granted to him
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By:
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/s/
Xxxx Xxxxxxxxx
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|||
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Title:
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President
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||||
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Date:
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February
13, 2009
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Date:
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February
13, 2009
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||
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/s/
Xxxx Xxxxxxxx
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/s/
Xxxx Xxxxxxxxx
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|||
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Xxxx
Xxxxxxxx
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Xxxx
Xxxxxxxx
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|||
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Date:
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February
13, 2009
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Date:
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February
13, 2009
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LOREX
INVESTMENTS AG
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WILHELMINA
LICENSING LLC
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|||||
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By:
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/s/
Xxxxx Xxxxx
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By:
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/s/
Xxxx Xxxxxxxxx
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|||
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Title:
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Board
of Directors
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Title:
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President
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|||
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Date:
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February
13, 2009
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Date:
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February
13, 2009
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|||
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XXXXXXXXXX
INTERNATIONAL LTD.
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WILHELMINA
ARTIST MANAGEMENT LLC
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|||||
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By:
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/s/
Xxxx Xxxxxxxxx
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By:
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/s/
Xxxx Xxxxxxxxx
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|||
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Title:
|
President
|
Title:
|
President
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|||
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Date:
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February
13, 2009
|
Date:
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February
13, 2009
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|||
