Untitled Document



EXHIBIT 10.1

 

EXECUTION VERSION

AMENDMENT NO. 4 TO

THE AMENDED AND RESTATED

CREDIT
AGREEMENT


	
 

	
 


	
Dated as of July 25, 2007

	
 





                    AMENDMENT
NO. 4 TO THE AMENDED AND RESTATED CREDIT AGREEMENT
among SOTHEBY’S, a Delaware corporation (“Holdings”), SOTHEBY’S, INC., a
New York corporation (the “Company” and, together with Holdings, the “U.S.
Borrowers”), OATSHARE LIMITED, a company registered in England and Wales
with registration number 01737495 (“Oatshare”), SOTHEBY’S, a company
registered in England and Wales with registration number 00874867 (“Sotheby’s”
and, together with Oatshare, the “U.K. Borrowers”, and collectively with
the U.S. Borrowers, the “Borrowers”), each lender from time to time
party hereto (collectively, the “Lenders” and individually, a “Lender”)
and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, L/C
Issuer and Foreign Currency Lead Lender.


                    PRELIMINARY
STATEMENTS:


                    (1)
The Borrowers, the Lenders and the Administrative Agent have entered into the
Amended and Restated Credit Agreement dated as of November 14, 2005, as amended
by Amendment No. 1 to the Amended and Restated Credit Agreement dated as of
February 3, 2006, Amendment No. 2 to the Amended and Restated Credit Agreement
dated as of May 18, 2006 and Amendment No. 3 to the Amended and Restated Credit
Agreement dated as of January 2, 2007 (as so amended, the “Credit Agreement”).
Capitalized terms not otherwise defined in this Amendment have the same
meanings as specified in the Credit Agreement.


                    (2)
The Borrowers and the Lenders have agreed to amend the Credit Agreement to
permit (i) Holdings to increase permitted dividend declarations and payments
and (ii) the Borrowers to increase their capital expenditures on the purchase
and refurbishment of real property located in England.


                    SECTION
1. Amendment to Credit Agreement. The Credit Agreement is, effective as
of the date hereof and subject to the satisfaction of the conditions precedent
set forth in Section 2, hereby amended as follows:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Section
 7.06(d) is hereby amended by:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
deleting
 “40%” after clause (ii) and substituting therefore “50%”;


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
deleting
 “June 30, 2005” after clause (ii) and substituting therefore “July 1, 2007”;
 and


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
deleting the
 “and” at the end of Section 7.06(d).





1






	
 

	
 

	
 

	
 


	
 

	
(b)

	
Section
 7.06(e) is hereby amended by deleting the “.” at the end of clause (e) and
 substituting therefore “; and”.


	
 

	
 

	
 


	
 

	
(c)

	
Section 7.06
 is hereby amended by adding at the end of such Section a new clause (f) to
 read as follows:


	
 

	
 

	
 


	
 

	
 

	
          “(f) other
 Restricted Payments not exceeding $130,000,000 in the aggregate of Holdings,
 for any Restricted Payments made on or after July 1, 2007.”


	
 

	
 

	
 

	
 


	
 

	
(d)

	
Section 7.12
 is hereby amended by deleting “$10,000,000” in clause (b) of the proviso and
 substituting therefore “$50,000,000”.





                    SECTION
2. Conditions of Effectiveness. This Amendment shall become effective as
of the date first above written when, and only when, the Administrative Agent
shall have received (i) counterparts of this Amendment executed by each
Borrower and the Required Lenders or, as to any of the Lenders, advice
satisfactory to the Administrative Agent that such Lender has executed this
Amendment and (ii) the consent attached hereto (the “Consent”) executed
by each of the Guarantors. The effectiveness of this Amendment is conditioned
upon the accuracy of the factual matters described herein. This Amendment is
subject to the provisions of Section 10.01 of the Credit Agreement.


                    SECTION
3. Representations and Warranties of the Borrowers. Each Borrower hereby
represents and warrants that the representations and warranties contained in
each of the Loan Documents (as amended or supplemented to date, including
pursuant to this Amendment) are true and correct on and as of the date hereof,
before and after giving effect to this Amendment, as though made on and as of
such date (except for any such representation and warranty that, by its terms,
refers to an earlier date, in which case as of such earlier date).


                    SECTION
4. Reference to and Effect on the Loan Documents. (a) On and after the
effectiveness of this Amendment, each reference in the Credit Agreement to
“this Agreement”, “hereunder”, “hereof” or words of like import referring to the
Credit Agreement, and each reference in the Notes and each of the other Loan
Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended by this Amendment.


                    
(b) The Credit Agreement, the Notes, and each of the other Loan Documents, as
specifically amended by this Amendment, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed.


                    
(c) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of any Lender or the Administrative Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.


                    SECTION
5. Costs, Expenses, Etc. Each Borrower agrees to pay on demand all costs
and expenses of the Administrative Agent in connection with the preparation,
execution, delivery and administration, modification and amendment of this
Amendment and the other


2






instruments
and documents to be delivered hereunder (including, without limitation, the
reasonable fees and expenses of counsel for the Administrative Agent) in
accordance with the terms of Section 10.04 of the Credit Agreement.


                    SECTION
6. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute but one and the same agreement. Delivery
of an executed counterpart of a signature page to this Amendment by telecopier
shall be effective as delivery of a manually executed counterpart of this
Amendment.


                    SECTION
7. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.


3






          IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.


	
 

	
 

	
 


	
 

	
SOTHEBY’S


	
 

	
 

	
 


	
 

	
By:

	



	
 

	
 

	



	
 

	
Name:

	
William S.
 Sheridan


	
 

	
 

	



	
 

	
Title:

	
EVP and CFO


	
 

	
 

	



	
 

	
 

	
 


	
 

	
SOTHEBY’S, INC.


	
 

	
 

	
 


	
 

	
By:

	



	
 

	
 

	



	
 

	
Name:

	
William S.
 Sheridan


	
 

	
 

	



	
 

	
Title:

	
EVP and CFO


	
 

	
 

	



	
 

	
 

	
 


	
 

	
OATSHARE
 LIMITED


	
 

	
 

	
 


	
 

	
By:

	



	
 

	
 

	



	
 

	
Name:

	
William S.
 Sheridan


	
 

	
 

	



	
 

	
Title:

	
EVP and CFO


	
 

	
 

	



	
 

	
 

	
 


	
 

	
SOTHEBY’S


	
 

	
 

	
 


	
 

	
By:

	



	
 

	
 

	



	
 

	
Name:

	
William S.
 Sheridan


	
 

	
 

	



	
 

	
Title:

	
EVP and CFO


	
 

	
 

	



	
 

	
 

	
 










	
 

	
 

	
 


	
 

	
 

	
BANK OF
 AMERICA, N.A., as


	
 

	
 

	
Administrative
 Agent, L/C Issuer, Swing Line


	
 

	
 

	
Lender,
 Foreign Currency Lead Lender and Lender


	
 

	
By:

	



	
 

	
 

	



	
 

	
Name:

	
John
 Walkiewicz


	
 

	
Title:

	
Vice
 President










	
 

	
 

	
 


	
 

	
LASALLE BANK
 N.A.,


	
 

	
as Lender


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name:
 (ILLEGIBLE)


	
 

	
 

	
Title:
 (ILLEGIBLE)


	
 

	
 

	
 


	
 

	
HSBC BANK
 PLC,


	
 

	
as Lender


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
THE CIT
 GROUP/BUSINESS CREDIT, INC.,


	
 

	
as Lender


	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
CITIBANK,
 N.A.,


	
 

	
as Lender


	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
UNITED
 OVERSEAS BANK LIMITED,


	
 

	
NEW YORK
 AGENCY, as Lender


	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:










	
 

	
 

	
 


	
 

	
LASALLE BANK
 N.A.,


	
 

	
as Lender


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
HSBC BANK
 PLC,


	
 

	
as Lender


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name: PAUL
 [ILLEGIBLE]


	
 

	
 

	
Title:
 CORPORATE BANKING MANAGER


	
 

	
 

	
 


	
 

	
THE CIT
 GROUP/BUSINESS CREDIT, INC.,


	
 

	
as Lender


	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
CITIBANK,
 N.A.,


	
 

	
as Lender


	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
UNITED OVERSEAS
 BANK LIMITED,


	
 

	
NEW YORK
 AGENCY, as Lender


	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:










	
 

	
 

	
 


	
 

	
LASALLE BANK
 N.A.,


	
 

	
as Lender


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
HSBC BANK
 PLC,


	
 

	
as Lender


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
THE CIT
 GROUP/BUSINESS CREDIT, INC.,


	
 

	
as Lender


	
 


	
 

	
By

	


	
 

	
 

	



	
 

	
 

	
Name:
 Julianne Low


	
 

	
 

	
Title: Vice
 President


	
 

	
 

	
 


	
 

	
CITIBANK,
 N.A.,


	
 

	
as Lender


	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
UNITED
 OVERSEAS BANK LIMITED,


	
 

	
NEW YORK
 AGENCY, as Lender


	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:










	
 

	
 

	
 


	
 

	
LASALLE BANK
 N.A.,


	
 

	
as Lender


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
HSBC BANK
 PLC,


	
 

	
as Lender


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
THE CIT
 GROUP/BUSINESS CREDIT, INC.,


	
 

	
as Lender


	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
CITIBANK,
 N.A.,


	
 

	
as Lender


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name: Alan
 Ackbarali


	
 

	
 

	
Title: Vice
 President


	
 

	
 

	
 


	
 

	
UNITED
 OVERSEAS BANK LIMITED,


	
 

	
NEW YORK
 AGENCY, as Lender


	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 










	
 

	
 

	
 


	
 

	
COMERICA BANK,


	
 

	
as Lender


	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name: Sarah R. West


	
 

	
 

	
Title:   Assistant Vice President


	
 

	
 

	
 


	
 

	
ISRAEL DISCOUNT BANK OF NEW
 YORK, 


	
 

	
as Lender


	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
NORTH FORK BUSINESS CAPITAL


	
 

	
CORPORATION, as Lender


	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
WEBSTER BUSINESS CREDIT
 CORPORATION,


	
 

	
as Lender


	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:











	
 

	
 

	
 


	
 

	
COMERICA BANK,


	
 

	
as Lender


	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
ISRAEL DISCOUNT BANK OF NEW
 YORK, 


	
 

	
as Lender


	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name: Andi Ballta


	
 

	
 

	
Title:   First Vice President


	
 

	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name: Walter T. Duffy III


	
 

	
 

	
Title:   First Vice President


	
 

	
 

	
 


	
 

	
NORTH FORK BUSINESS CAPITAL


	
 

	
CORPORATION, as Lender


	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
WEBSTER BUSINESS CREDIT
 CORPORATION,


	
 

	
as Lender


	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:











	
 

	
 

	
 


	
 

	
COMERICA BANK,


	
 

	
as Lender


	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
ISRAEL DISCOUNT BANK OF NEW
 YORK, 


	
 

	
as Lender


	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title: 


	
 

	
 

	
 


	
 

	
NORTH FORK BUSINESS CAPITAL


	
 

	
CORPORATION, as Lender


	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name: Ronald D. Walker


	
 

	
 

	
Title:   Vice President


	
 

	
 

	
 


	
 

	
WEBSTER BUSINESS CREDIT
 CORPORATION,


	
 

	
as Lender


	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:











	
 

	
 

	
 


	
 

	
COMERICA BANK,


	
 

	
as Lender


	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
ISRAEL DISCOUNT BANK OF NEW
 YORK, 


	
 

	
as Lender


	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title: 


	
 

	
 

	
 


	
 

	
NORTH FORK BUSINESS CAPITAL


	
 

	
CORPORATION, as Lender


	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name: 


	
 

	
 

	
Title: 


	
 

	
 

	
 


	
 

	
WEBSTER BUSINESS CREDIT
 CORPORATION,


	
 

	
as Lender


	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name: Daniel C. Dupre


	
 

	
 

	
Title:   VP










CONSENT


Dated
as of July 25, 2007


                    Each
of the undersigned, as a Guarantor under the Credit Agreement referred to in the foregoing Amendment, hereby
consents to such
Amendment and hereby confirms and agrees that notwithstanding the effectiveness of such Amendment, the Guaranty
contained in the Credit Agreement is
and shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects, except that, on and after the effectiveness of such
Amendment, each reference in the
Loan Documents to “Credit Agreement”, ‘‘thereunder”, “thereof or words of like
import shall mean and be a reference to the
Credit Agreement, as amended by such Amendment.


	
 

	
 

	
 


	
 

	
GUARANTORS:


	
 

	
 


	
 

	
SOTHEBY’S FINE ART HOLDINGS,
 INC.


	
 

	
SOTHEBY’S FINANCIAL SERVICES, INC.


	
 

	
SOTHEBY’S FINANCIAL SERVICES


	
 

	
CALIFORNIA, INC.


	
 

	
OBERON, INC. 
THETA, INC.


	
 

	
SOTHEBY’S VENTURES, LLC


	
 

	
SOTHEBY’S ASIA, INC.


	
 

	
YORK WAREHOUSE, INC.


	
 

	
SPTC, INC.


	
 

	
SOTHEBY’S PARKE BERNET, INC. 


	
 

	
YORK AVENUE DEVELOPMENT, INC.


	
 

	
SOTHEBY’S THAILAND, INC.


	
 

	
SOTHEBY’S HOLDINGS
 INTERNATIONAL, INC.


	
 

	
SOTHEBY’S NEVADA, INC.


	
 

	
SOTHEBYS.COM AUCTIONS, INC.


	
 

	
SIBS, LLC


	
 

	
SOTHEBY’S. COM LLC


	
 

	
SOTHEBY’S RES, INC.


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name: William S. Sheridan


	
 

	
 

	
Title:   EVP and CFO


	
 

	
 

	
 


	
 

	
SOTHEBY’S


	
 

	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name: William S. Sheridan


	
 

	
 

	
Title:   EVP and CFO











	
 

	
 

	
 


	
 

	
SOTHEBY’S, INC.


	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name: William S. Sheridan


	
 

	
 

	
Title:   EVP and CFO


	
 

	
 

	
 


	
 

	
OATSHARE LIMITED


	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name: William S. Sheridan


	
 

	
 

	
Title:   EVP and CFO


	
 

	
 

	
 


	
 

	
SOTHEBY’S


	
 

	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name: William S. Sheridan


	
 

	
 

	
Title:   EVP and CFO


	
 

	
 

	
 


	
 

	
SOTHEBY’S FINANCIAL SERVICES LTD


	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name: William S. Sheridan


	
 

	
 

	
Title:   EVP and CFO


	
 

	
 

	
 


	
 

	
CATALOGUE DISTRIBUTION COMPANY
 LIMITED


	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name: William S. Sheridan


	
 

	
 

	
Title:   EVP and CFO