EXHIBIT 10.2 


EXECUTION COPY 


AMENDMENT NO. 2 TO CREDIT AGREEMENT


          This
AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of
February 25, 2010, by and among Sotheby’s, a Delaware corporation (“Parent”),
Sotheby’s, Inc., a New York corporation (“Sotheby’s, Inc.”), Sotheby’s
Financial Services, Inc., a Nevada corporation (“SFS Inc.”), Sotheby’s
Financial Services California, Inc., a Nevada corporation (“SFS California”),
Oberon, Inc., a Delaware corporation (“Oberon”), Theta, Inc., a Delaware
corporation (“Theta”), Sotheby’s Ventures, LLC, a New York limited
liability company (“Ventures LLC”), Oatshare Limited, a company
registered in England (“Oatshare”), Sotheby’s, a company registered in
England (“Sotheby’s U.K.”), and Sotheby’s Financial Services Limited, a
company registered in England (“SFS Ltd.” and, collectively with Parent,
Sotheby’s, Inc., SFS Inc., SFS California, Oberon, Theta, Ventures LLC,
Oatshare and Sotheby’s U.K., the “Borrowers”), General Electric Capital
Corporation, a Delaware corporation (in its individual capacity, “GE Capital”),
as a Lender and as Agent for the Lenders and the Fronting Lender (in such
capacity, the “Agent”), and the other Lenders signatory hereto, amends
that certain Credit Agreement, dated as of August 31, 2009 (as amended by
Amendment No. 1 thereto, dated as of December 17, 2009, the “Credit
Agreement”), by and among the Borrowers, other Credit Parties signatory
thereto, the Agent, the Fronting Lender, and the Lenders. Capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed
to such terms in Annex A to the Credit Agreement. 


RECITALS


          A.
The Borrowers have requested that the Lenders amend the Credit Agreement as set
forth herein. 


          B.
The Agent and the Lenders signatory hereto have agreed, on the terms and
conditions set forth below, to so amend the Credit Agreement. 


AGREEMENT


          NOW,
THEREFORE, in consideration of the continued performance by the Borrowers and
each other Credit Party of their respective promises and obligations under the
Credit Agreement and the other Loan Documents, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Borrowers, the other Credit Parties signatory hereto, the Lenders signatory
hereto and the Agent hereby agree as follows: 


          1.
Amendment to Credit Agreement. Subject to the satisfaction of the
conditions precedent set forth in Paragraph 2 of this Amendment, Section
6.4(b) of the Credit Agreement is hereby amended and restated as follows: 


	
 

	
 


	
 

	
No Sotheby Entity shall enter into any lending or borrowing
transaction with any employees of any Sotheby Entity, except (i) loans to its
respective employees in the ordinary course of business consistent with past
practices for travel and entertainment expenses, relocation costs and similar
purposes and stock option 















	
 

	
 


	
 

	
financing, up to a maximum of a Dollar Equivalent of $1,500,000 in
the aggregate at any one time outstanding, (ii) Art Loans to employees of any
Sotheby Entity in the ordinary course of business pursuant to fair and
reasonable terms that are no less favorable to such Sotheby Entity making
such Art Loan than would be obtained in a comparable arm’s length transaction
with a Person not an employee of, or otherwise affiliated with, any Sotheby
Entity, up to a maximum of a Dollar Equivalent of $25,000,000 in the
aggregate at any one time outstanding and (iii) other loans to its respective
employees, up to a maximum of a Dollar Equivalent of $1,500,000 in the
aggregate at any one time outstanding. 





          2.
Effectiveness of this Amendment; Conditions Precedent. The provisions of
Paragraph 1 of this Amendment shall be deemed to have become effective
as of the date of this Amendment, but such effectiveness shall be expressly
conditioned upon Agent’s receipt of a counterpart of this Amendment executed
and delivered by duly authorized officers of each Borrower, each Credit Party,
the Requisite Lenders and Agent. 


          3. Miscellaneous.



          (a)
Headings. The various headings of this Amendment are inserted for
convenience of reference only and shall not affect the meaning or
interpretation of this Amendment or any provisions hereof. 


          (b)
Counterparts. This Amendment may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all
of which together shall be deemed to be one and the same instrument. Delivery
of an executed counterpart of a signature page to this Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart
thereof. 


          (c)
Interpretation. No provision of this Amendment shall be construed
against or interpreted to the disadvantage of any party hereto by any court or
other governmental or judicial authority by reason of such party’s having or
being deemed to have structured, drafted or dictated such provision. 


          (d)
Representations, Warranties and Covenants. Each Credit Party hereby
represents and warrants that, as of the date hereof: 


          (i)
this Amendment and the Credit Agreement as amended by this Amendment,
constitute the legal, valid and binding obligations of such Credit Party,
enforceable against it in accordance with their respective terms except as
enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditor’s rights generally or by equitable
principles relating to enforceability; 


          (ii)
its execution, delivery and performance of this Amendment and its performance
of the Credit Agreement as amended by this Amendment, to the extent a party
thereto, have been duly authorized by all necessary corporate action and do
not: (1) contravene the terms of any of such Credit Party’s charter, bylaws or
operating agreement, as applicable, (2) violate any law or regulation, or any
order or decree of any court or Governmental Authority; (3) conflict with or
result in the breach or termination of, constitute 


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a default
under or accelerate or permit the acceleration of any performance required by,
any indenture, mortgage, deed of trust, lease, agreement or other instrument to
which any Sotheby Entity is a party or by which any Sotheby Entity or any of
its property is bound, (4) result in the creation or imposition of any Lien
upon any of the property of any Sotheby Entity other than those in favor of
Agent, on behalf of itself and the other Secured Parties, pursuant to the Loan
Documents; or (5) require the consent or approval of any Governmental Authority
or any other Person that has not already been obtained; and 


          (iii)
(1) no Default or Event of Default has occurred and is continuing and (2) all
of the representations and warranties of such Credit Party contained in the
Credit Agreement and in each other Loan Document to which it is a party (other
than representations and warranties which, in accordance with their express
terms, are made only as of an earlier specified date) are true and correct as
of the date of such Credit Party’s execution and delivery hereof or thereof as
though made on and as of such date. 


          (e)
Governing Law. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS
OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT
STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.


          (f)
Effect. Upon the effectiveness of this Amendment, each reference in the
Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like
import shall mean and be a reference to the Credit Agreement as amended hereby
and each reference in the other Loan Documents to the Credit Agreement,
“thereunder,” “thereof,” or words of like import shall mean and be a reference
to the Credit Agreement as amended hereby. Except as expressly provided in this
Amendment, all of the terms, conditions and provisions of the Credit Agreement
and the other Loan Documents shall remain the same. Each Credit Party hereby
represents and warrants to each Lender and the Agent that all authorizations,
consents and approvals of such Credit Party’s board of directors, shareholders,
members or any other Persons necessary to permit such Borrower to execute and
deliver this Amendment and to perform its obligations hereunder and under the
Credit Agreement as amended hereby, and to permit the Lenders and the Agent to
enforce such obligations, have been obtained. This Amendment shall constitute a
Loan Document for purposes of the Credit Agreement. 


          (g)
No Novation or Waiver. Except as specifically set forth in this
Amendment, the execution, delivery and effectiveness of this Amendment shall
not (a) limit, impair, constitute a waiver by, or otherwise affect any right,
power or remedy of, the Agent or any Lender under the Credit Agreement or any
other Loan Document, (b) constitute a waiver of any provision in the Credit
Agreement or in any of the other Loan Documents or of any Default or Event of
Default that may have occurred and be continuing or (c) alter, modify, amend or
in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or in any of the other Loan
Documents, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. 


          (h)
Agent’s Expenses. The Borrowers hereby jointly and severally agree to
promptly reimburse Agent for all of the reasonable out-of-pocket expenses,
including, without 


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limitation,
attorneys’ and paralegals’ fees, it has heretofore or hereafter incurred or
incurs in connection with the preparation, negotiation and execution of this
Amendment. 


******


4






          IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day
and year first above written. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SOTHEBY’S, 
a
 Delaware corporation

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 OATSHARE LIMITED

 
	
 By:

 	
 /s/ Michael L. Gillis

 	
  

 	
  

 	
  

 
	
  

 	
 

 	
  

 	
 By:

 	
 /s/ William S. Sheridan

 
	
 Name: Michael L. Gillis

 	
  

 	
  

 	

 

 
	
 Title: SVP, Treasurer

 	
  

 	
 Name: William S. Sheridan

 
	
  

 	
  

 	
  

 	
 Title: EVP & Chief Financial Officer

 
	
 SOTHEBY’S, INC.

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 SOTHEBY’S, 

 
	
 By:

 	
 /s/ Michael L. Gillis

 	
  

 	
 a
 company registered in England


 
	
  

 	

 

 	
  

 	
  

 
	
 Name: Michael L. Gillis

 	
  

 	
  

 	
  

 
	
 Title: SVP, Treasurer

 	
  

 	
 By:

 	
 /s/ William S. Sheridan

 
	
  

 	
  

 	
  

 	
  

 	

 

 
	
  

 	
  

 	
 Name: William S. Sheridan

 
	
 SOTHEBY’S FINANCIAL SERVICES, INC.

 	
  

 	
 Title: EVP & Chief Financial Officer

 
	
 SOTHEBY’S FINANCIAL SERVICES CALIFORNIA,
 INC.

 	
  

 	
  

 	
  

 
	
 OBERON, INC.

 	
  

 	
 SOTHEBY’S FINANCIAL SERVICES LIMITED

 
	
 THETA, INC.

 	
  

 	
  

 	
  

 
	
 SOTHEBY’S VENTURES, LLC

 	
  

 	
 By:

 	
 /s/ William S. Sheridan

 
	
  

 	
  

 	
  

 	

 

 
	
  

 	
  

 	
  

 	
 Name: William S. Sheridan

 
	
  

 	
  

 	
  

 	
 Title: EVP & Chief Financial Officer

 
	
 By:

 	
 /s/ Michael L. Gillis

 	
  

 	
  

 
	
  

 	

 

 	
  

 	
  

 	
  

 
	
 Name: Michael L. Gillis

 	
  

 	
  

 	
  

 
	
 Title: SVP, Treasurer

 	
  

 	
  

 	
  

 




Signature Page to

Amendment No. 2









	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 GENERAL ELECTRIC CAPITAL CORPORATION, as the
 Agent and a Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Daniel
 T. Eubanks

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Daniel
 T. Eubanks

 
	
  

 	
 Title: Duly
 Authorized Signatory

 


Signature Page to

Amendment No. 2









	
  

 	
  

 	
  

 
	
  

 	
 HSBC BANK PLC, as a Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Paul
 Hagger

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Paul
 Hagger

 
	
  

 	
 Title:
 Global Relationship Manager

 


Signature Page to

Amendment No. 2









	
  

 	
  

 	
  

 
	
  

 	
 HSBC BANK USA, NATIONAL ASSOCIATION, as a
 Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Randolph
 Cates

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:
 Randolph Cates

 
	
  

 	
 Title: Vice
 President, Senior Relationship Manager

 


Signature Page to

Amendment No. 2









	
  

 	
  

 	
  

 
	
  

 	
 JPMORGAN CHASE BANK, N.A., as a Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Joseph
 M. Callahan

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Joseph
 M. Callahan

 
	
  

 	
 Title:
 Senior Credit Executive

 


Signature Page to

Amendment No. 2









	
  

 	
  

 	
  

 
	
  

 	
 THE PRIVATEBANK AND TRUST COMPANY, as a
 Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Mitchell
 B. Rasky

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:
 Mitchell B. Rasky

 
	
  

 	
 Title:
 Managing Director

 


Signature Page to

Amendment No. 2









	
  

 	
  

 	
  

 
	
  

 	
 TD BANK, N.A., as a Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Stephen
 A. Caffrey

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:
 Stephen A. Caffrey

 
	
  

 	
 Title: Vice
 President

 


Signature Page to

Amendment No. 2









	
  

 	
  

 	
  

 
	
  

 	
 BANK OF AMERICA, N.A., as a Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Edwin B.
 Cox

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Edwin
 B. Cox

 
	
  

 	
 Title:
 Senior Vice President

 


Signature Page to

Amendment No. 2









	
  

 	
  

 	
  

 
	
  

 	
 COMERICA BANK, as a Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Chris
 Rice

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Chris
 Rice

 
	
  

 	
 Title:
 Corporate Banking Officer

 


Signature Page to

Amendment No. 2









	
  

 	
  

 	
  

 
	
  

 	
 ISRAEL DISCOUNT BANK OF NEW YORK, as a
 Lender

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Richard
 Tripaldi

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:
 Richard Tripaldi

 
	
  

 	
 Title: Vice
 President

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ David
 Acosta

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: David
 Acosta

 
	
  

 	
 Title:
 Senior Vice President

 


Signature Page to

Amendment No. 2









	
  

 	
  

 
	
 Acknowledged and Agreed as of the date first above written:

 
	
  

 	
  

 
	
 SOTHEBYS.COM LLC, as a Credit Party

 
	
  

 	
  

 
	
 By:

 	
 /s/ William
 S. Sheridan

 
	
  

 	

 


 
	
 Name:
 William S. Sheridan

 
	
 Title: EVP
 & Chief Financial Officer

 
	
  

 	
  

 
	
 SOTHEBY’S FINE ART HOLDINGS, INC.

 
	
 SOTHEBY’S ASIA, INC.

 
	
 YORK WAREHOUSE, INC.

 
	
 SPTC, INC.

 
	
 SOTHEBY 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,

 
	
 each as a
 Credit Party

 
	
  

 	
  

 
	
 By:

 	
 /s/ Michael
 L. Gillis

 
	
  

 	

 


 
	
 Name:
 Michael L. Gillis

 
	
 Title: SVP,
 Treasurer

 
	
  

 	
  

 
	
 SUNRISE LIQUORS & WINES, INC., as a
 Credit Party

 
	
  

 	
  

 
	
 By:

 	
 /s/ Richard
 C. Buckley

 
	
  

 	

 


 
	
 Name:
 Richard C. Buckley

 
	
 Title:

 
	
  

 	
  

 
	
 CATALOGUE DISTRIBUTION COMPANY LIMITED, as a
 Credit Party

 
	
  

 	
  

 
	
 By:

 	
 /s/ William
 S. Sheridan

 
	
  

 	

 


 
	
 Name:
 William S. Sheridan

 
	
 Title: EVP
 & Chief Financial Officer

 


Signature Page to

Amendment No. 2