c55546_ex10-1.htm









EXHIBIT 10.1


AMENDMENT NO. 7 TO

THE AMENDED AND RESTATED

CREDIT AGREEMENT 



Dated as of April 24, 2008                    


          AMENDMENT NO. 7 TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) 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, Amendment No. 3 to the Amended and Restated Credit Agreement dated as of January 2, 2007, Amendment No. 4
to the Amended and Restated Credit Agreement dated as of July 25, 2007, Consent and Amendment No. 5 to the Amended and Restated Credit Agreement dated as of December 17, 2007 and Amendment No. 6 to the Amended and Restated Credit Agreement dated as
of January 22, 2008 (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 make a certain amendment to the Credit Agreement related to the issuance of the New Senior Notes. 


          SECTION 1. Amendment to Credit Agreement. Section 1.01 of 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 by amending and restating the following definitions to read as follows: 



“New Senior Notes” means the senior notes or convertible notes of Holdings due at any time during or between 2013 and 2021 in an aggregate principal amount of up
to $400,000,000. 



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Sotheby’s – Amendment No. 7 to Amended and Restated Credit Agreement













“New Senior Notes Indenture” means one or more indentures, including any supplemental indentures, in each case in form and substance satisfactory to the
Administrative Agent, governing the New Senior Notes. 



          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, (ii) the consent attached hereto (the “Consent”) executed by each of the Guarantors, and (iii) a certificate signed by a duly authorized officer
of each Borrower stating that (A) 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), and (B) no event has occurred and is
continuing that constitutes a Default. 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 instruments and documents to be delivered hereunder (including, without limitation,
the


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Sotheby’s – Amendment No. 7 to Amended and Restated Credit Agreement













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. 

 

 

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Sotheby’s – Amendment No. 7 to Amended and Restated Credit Agreement













          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:	/s/
    William S. Sheridan
	 	Name:  	William
    S. Sheridan
	 	
Title:		
Executive Vice President	
	 	 		
and Chief Financial Officer	
	 	
	 	SOTHEBY’S, INC.
	 	
	 	By:	/s/
    William S. Sheridan
	 	Name:	William
    S. Sheridan
	 	Title: 	
Executive Vice President	
	 	 		
and Chief Financial Officer	
	 	
	 	OATSHARE LIMITED
	 	
	 	By:	/s/
    William S. Sheridan
	 	Name: 	William
    S. Sheridan
	 	
Title:		
Executive Vice President	
	 	 		
and Chief Financial Officer	
	 	
	 	SOTHEBY’S
	 	
	 	By:	/s/
    William S. Sheridan
	 	Name:	William
    S. Sheridan
	 	
Title:		
Executive Vice President	
	 	 		
and Chief Financial Officer	





Signature Page 

Sotheby’s – Amendment No. 7 to Amended and Restated Credit Agreement 












	 	
      BANK OF AMERICA, N.A., as	
	 	
      Administrative Agent, L/C Issuer, Swing Line	
	 	
      Lender, Foreign Currency Lead Lender and Lender	
	 	 	 	
	 	By:	
/s/ John Walkiewicz	
	 	Name:  	
John Walkiewicz	
	 	Title: 	
Senior Vice President	




 

 

Signature Page 

  Sotheby’s – Amendment No. 7 to Amended and Restated Credit Agreement 











	 	
    LASALLE BANK N.A.,	
	 	
    as Lender	
	 	By:	
/s/ John Walkiewicz	
	 	Name:  	
John Walkiewicz	
	 	Title: 	
Senior Vice President	
	 	 	 	
	 	
    HSBC BANK PLC,	
	 	
    as Lender	
	 	By:	
/s/ Paul Hagger	
	 	Name:  	
Paul Hagger	
	 	Title: 	
Corporate Banking Manager	
	 	 	 	
	 	
    THE CIT GROUP/BUSINESS CREDIT, INC.,	
	 	
    as Lender	
	 	 	 	
	 	By:	
/s/ Julianne Low	
	 	Name:  	
Julianne Low	
	 	Title: 	
Vice President	
	 	 	 	
	 	
    CITIBANK, N.A.,	
	 	
    as Lender	
	 	By:	
/s/ Anthony V. Pantina	
	 	Name:  	
Anthony V. Pantina	
	 	Title: 	
Senior Vice President	
	 	 	 	
	 	
    UNITED OVERSEAS BANK LIMITED,	
	 	
    NEW YORK AGENCY, as Lender	
	 	 	 	
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 	
	 	By:	 
	 	Name:	 
	 	Title:	 




 

Signature Page 

Sotheby’s – Amendment
No. 7 to Amended and Restated Credit Agreement











	 	
    COMERICA BANK,	
	 	
    as Lender	
	 	 	 	
	 	By:	
/s/ Sarah R. West	
	 	Name:  	
Sarah R. West	
	 	Title: 	
Assistant Vice President	
	 	 	 	
	 	 	 	
	 	
    ISRAEL DISCOUNT BANK OF NEW YORK,	
	 	
    as Lender	
	 	 	 	
	 	By:	
/s/ Richard Tripaldi	
	 	Name:  	
Richard Tripaldi	
	 	Title: 	
Assistant Vice President	
	 	 	 	
	 	By:	
/s/ Virginia Pulverenti	
	 	Name:  	
Virginia Pulverenti	
	 	Title: 	
Senior Vice President	
	 	 	 	
	 	 	 	
	 	
    CAPITAL ONE LEVERAGE FINANCE	
	 	
    CORPORATION (FORMERLY KNOWN AS NORTH	
	 	
    FORK BUSINESS CAPITAL CORPORATION), as	
	 	
    Lender	
	 	 	 	
	 	By:	
/s/ Ron Walker	
	 	Name:  	
Ron Walker	
	 	Title: 	
Vice President	
	 	 	 	
	 	 	 	
	 	
    WEBSTER BUSINESS CREDIT CORPORATION,	
	 	
    as Lender	
	 	 	 	
	 	By:	
/s/ Daniele Dupre	
	 	Name:  	
Daniele Dupre	
	 	Title: 	
Vice President	




 

Signature Page 

  Sotheby’s – Amendment No. 7 to Amended and Restated Credit Agreement












CONSENT


Dated as of April 24_, 2008


          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:	/s/
    William S. Sheridan
	 	   Name:  	William
    S. Sheridan
	 	   Title: 	
Executive Vice President	
	 	 		
and Chief Financial Officer	
	 	
	 	
	 	SOTHEBY’S
	 	
	 	   By:	/s/
    William S. Sheridan
	 	   Name:  	William
    S. Sheridan
	 	   Title: 	
Executive Vice President	
	 	 		
and Chief Financial Officer	




 

Consent 

  Sotheby’s – Amendment No. 7 to Amended and Restated Credit Agreement











	 	
    SOTHEBY’S, INC.	
	 	 	 	
	 	   By:	 /s/ William S. Sheridan	
	 	   Name:  	 William S. Sheridan	
	 	   Title: 	Executive Vice President
	 	 	
      and Chief Financial Officer 

	 	 		

	 	 		

	 	
      OATSHARE LIMITED 

	 	 		

	 	   By:	
 /s/ William S. Sheridan 

	 	   Name:  	
 William S. Sheridan 

	 	   Title: 	
 Executive Vice President 

	 	 	
      and Chief Financial Officer 

	 	 	 	
	 	 	 	
	 	
    SOTHEBY’S FINANCIAL SERVICES LTD.	
	 	 	 	
	 	   By:	  /s/ William S. Sheridan	
	 	   Name:  	 William S. Sheridan	
	 	   Title: 	Executive Vice President
	 	 	
      and Chief Financial Officer 

	 	 	 	
	 	 	 	
	 	
    CATALOGUE DISTRIBUTION COMPANY	
	 	
    LIMITED	
	 	 	 	
	 	   By:	 /s/ William S. Sheridan	
	 	   Name:  	 William S. Sheridan	
	 	   Title: 	Executive Vice President
	 	 	
      and Chief Financial Officer 





 

Consent 

  Sotheby’s – Amendment No. 7 to Amended and Restated Credit Agreement