EXHIBIT 10.24 


EXECUTION COPY


AMENDMENT NO. 9 TO

THE AMENDED AND RESTATED

CREDIT AGREEMENT


Dated as of February 4, 2009                    


          AMENDMENT
NO. 9 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,
Amendment No. 6 to the Amended and Restated Credit Agreement dated as of
January 22, 2008, Amendment No. 7 to the Amended and Restated Credit Agreement
dated as of April 24, 2008 and Amendment No. 8 to the Amended and Restated
Credit Agreement dated as of June 6, 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 amend the Credit Agreement to (i)
amend the definitions of Applicable Commitment Fee Percentage, Applicable Rate
and Consolidated EBITDA, (ii) provide that proceeds of the Credit Extensions
may not be used to fund repurchases of Senior Notes, (iii) increase the maximum
Consolidated Leverage Ratio for certain fiscal periods of Holdings and (iv)
increase the amounts available to make repurchases of Senior Notes. 


          SECTION
1. Amendment to Credit Agreement.


          (a)
Section 1.01 of the Credit Agreement is, as of the Amendment Effective Date
(as defined below) and subject to the satisfaction of the conditions precedent
set forth in Section 2, hereby amended by amending and restating the following
defined terms to read in full as follows: 


1







	
 

	
 


	
 

	
“Applicable Commitment Fee
Percentage” means, at any time, in respect of the Facility, a percentage per
annum determined by reference to the Consolidated Leverage Ratio as set forth
in the most recent Compliance Certificate received by the Administrative
Agent pursuant to Section 6.02(b):  








	
 

	
 

	
 

	
 

	
 


	
Applicable Commitment Fee Percentage


	



	
Pricing

 Level

	
 

	
Consolidated

 Leverage Ratio

	
 

	
Commitment

 Fee


	


	
 

	


	
 

	



	
1

	
 

	
< 4.0:l

	
 

	
0.625%


	
2

	
 

	
>
 4.0:1, < 4.5:1

	
 

	
0.750%


	
3

	
 

	
> 4.5:l

	
 

	
0.875%








	
 

	
 


	
 

	
Any increase or decrease
in the Applicable Commitment Fee Percentage resulting from a change in the
Consolidated Leverage Ratio shall become effective as of the first Business
Day immediately following the date a Compliance Certificate is delivered
pursuant to Section 6.02(b); provided, however, that if a Compliance
Certificate is not delivered when due in accordance with such Section, then
Pricing Level 3 shall apply as of the first Business Day after the date on
which such Compliance Certificate was required to have been delivered;
provided, further, that for the period from the Amendment
Effective Date until the first Business Day immediately following delivery of
the Compliance Certificate for the fiscal quarter of Holdings ending March
31, 2009, Pricing Level 1 shall apply.”  


	
 

	
 


	
 

	
“Applicable Rate” means
(a) in the case of any Loan that is a Base Rate Loan denominated in Dollars,
a percentage per annum determined by reference to the Consolidated Leverage
Ratio as set forth in the most recent Compliance Certificate received by the
Administrative Agent pursuant to Section 6.02(b):  








	
 

	
 

	
 

	
 

	
 


	
Applicable Rate


	



	
Pricing

 Level

	
 

	
Consolidated

 Leverage Ratio

	
 

	
Applicable

 Rate


	


	
 

	


	
 

	



	
1

	
 

	
< 3.0:l

	
 

	
2.000%


	
2

	
 

	
>
 3.0:1, < 4.0:1

	
 

	
2.250%


	
3

	
 

	
> 4.0:1, < 4.5:l

	
 

	
2.750%


	
4

	
 

	
> 4.5:l

	
 

	
3.250%








	
 

	
 


	
 

	
and (b) in the case of any
 Loan that is a Eurocurrency Rate Loan denominated in Dollars, Euros or
 Pounds, a percentage per annum determined by
 reference to the Consolidated Leverage Ratio as set forth in the most recent
 Compliance Certificate received by the Administrative Agent pursuant to
 Section 6.02(b): 





2







	
 

	
 

	
 

	
 

	
 


	
Applicable Rate


	



	
Pricing 

 Level

	
 

	
Consolidated 

 Leverage Ratio

	
 

	
Applicable 

 Rate


	


	
 

	


	
 

	



	
1

	
 

	
≤ 3.0:1

	
 

	
3.250%


	
2

	
 

	
> 3.0:1, ≤
 4.0:1

	
 

	
3.500%


	
3

	
 

	
> 4.0:1, ≤
 4.5:1

	
 

	
4.000%


	
4

	
 

	
> 4.5:1

	
 

	
4.500%








	
 

	
 


	
 

	
Any increase or decrease in the Applicable Rate
 resulting from a change in the Consolidated Leverage Ratio shall become
 effective as of the first Business Day immediately following the date a
 Compliance Certificate is delivered pursuant to Section 6.02(b); provided,
 however, that if a Compliance Certificate is not delivered when due in
 accordance with such Section, then Pricing Level 4 shall apply as of the
 first Business Day after the date on which such Compliance Certificate was
 required to have been delivered; provided, further, that for
 the period from the Amendment Effective Date until the first Business Day
 immediately following delivery of the Compliance Certificate for the fiscal
 quarter of Holdings ending March 31, 2009, Pricing Level 2 shall apply.”


	
 

	
 


	
 

	
“Consolidated EBITDA” means, at any date of
 determination, an amount equal to Consolidated Net Income of Holdings and its
 Subsidiaries on a consolidated basis for the most recently completed
 Measurement Period plus (a) the following to the extent deducted in
 calculating such Consolidated Net Income: (i) Consolidated Interest Charges,
 (ii) the provision for Federal, state, local and foreign income taxes, (iii)
 depreciation and amortization expense, (iv) any such deduction to
 Consolidated Net Income as a result of any grant of stock or restricted
 stock, (v) for each of the fiscal quarters of Holdings ended September 30,
 2008 and December 31, 2008 only, auction guaranty losses as previously
 described to the Administrative Agent, not to exceed for (1) the fiscal
 quarter of Holdings ended September 30, 2008, $42,000,000 in the aggregate
 and (2) the fiscal quarter of Holdings ended December 31, 2008, $11,000,000
 in the aggregate and (vi) other non-recurring expenses reducing such
 Consolidated Net Income which either (A) do not represent a cash item in such
 period or any future period (in each case of or by Holdings and its
 Subsidiaries for such Measurement Period) or (B) do not exceed $25,000,000 in
 the aggregate (when added to all other amounts determined under this
 subclause (B)) and minus (b) the following to the extent included in
 calculating such Consolidated Net Income: (i) Federal, state, local and
 foreign income tax credits and (ii) all non-cash items increasing
 Consolidated Net Income (in each case of or by Holdings and its Subsidiaries
 for such Measurement Period).





          (b)
Section 6.11 of the Credit Agreement is, as of the Amendment Effective Date and
subject to the satisfaction of the conditions precedent set forth in Section 2,
hereby amended and restated to read in full as follows:


3






          “6.11
Use of Proceeds. Use the proceeds of the Credit Extensions for general
corporate purposes not in contravention of any Law or of any Loan Document; provided
that no portion of the proceeds of the Credit Extensions shall be used to
prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled
maturity thereof in any manner, the Senior Notes.”


          (c)
Section 7.11(b) of the Credit Agreement is, as of the Amendment Effective Date
and subject to the satisfaction of the conditions precedent set forth in
Section 2, hereby amended and restated to read in full as follows:


          “(b)
Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio at
any time during the following fiscal periods of Holdings to be greater than the
ratios set opposite such fiscal period:


	
 

	
 

	
 

	
 

	
 


	
 

	
Fiscal Period

	
 

	
 

	
Consolidated 

 Leverage Ratio


	
 

	


	
 

	
 

	




	
The four fiscal quarters of Holdings ending on March 31,
2009

	
 

	
4.25:1


	
The four fiscal quarters of Holdings ending on June 30,
2009

	
 

	
4.75:1


	
The four fiscal quarters of Holdings ending on September 30,
2009

	
 

	
5.00:1


	
The four fiscal quarters of Holdings ending on December 31,
2009

	
 

	
3.75:1


	
Any period of four fiscal quarters of Holdings ending on or after
 March 31, 2010

	
 

	
  3.50:1”





          (d)
Section 7.15 of the Credit Agreement is, as of the Amendment Effective Date and
subject to the satisfaction of the conditions precedent set forth in Section 2,
hereby amended and restated to read in full as follows:


          “7.15
Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or
otherwise satisfy prior to the scheduled maturity thereof in any manner, the
Senior Notes, other than (i) repurchases in an aggregate amount not to exceed
$40,000,000 and (ii) any refinancing, refunding, renewal or extension in
accordance with Section 7.02(g); provided that no portion of the
proceeds of the Credit Extensions shall be used to make any repurchase of
Senior Notes pursuant to clause (i).”


          SECTION
2. Conditions of Effectiveness. This Amendment shall become effective as
of the date first above written (the “Amendment Effective Date”) 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 Grantors, (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 Amendment Effective Date, 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


4







is continuing that constitutes a Default and (iv) for
the account of each Lender executing this Amendment on or before 9:30am on
February 4th, 2009, a fee equal to 0.500% of such Lender’s Commitment, such fee
to be calculated on the basis of such Lender’s Commitment following the
reduction thereof in connection with Section 4 of this Amendment. 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 Amendment
Effective Date, 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. Reduction of Commitments. Holdings hereby agrees that as of the
Amendment Effective Date, the Facility shall be permanently reduced in the
aggregate amount of $50,000,000. Holdings hereby certifies that, after giving
effect to the reduction of the Facility, the Total Outstandings will not exceed
the Facility.


          SECTION
5. 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
6. 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 reasonable fees and expenses of counsel for
the Administrative Agent) in accordance with the terms of Section 10.04 of the
Credit Agreement.


          SECTION
7. 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


5







page to this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Amendment.


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


6






          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: Michael L. Gillis


	
 

	
Title:   SVP, Treasurer


	
 

	
 

	
 


	
 

	
SOTHEBY’S, INC.


	
 


	
 

	


By:





	
 

	
Name: Michael L. Gillis


	
 

	
Title:   SVP, Treasurer


	
 

	
 

	
 


	
 

	
OATSHARE LIMITED


	
 

	
 

	
 


	
 

	


By:





	
 

	
Name: William S. Sheridan


	
 

	
Title:   EVP & Chief Financial Officer


	
 

	
 

	
 


	
 

	
SOTHEBY’S


	
 

	
 

	
 


	
 

	


By:





	
 

	
Name: Michael L. Gillis


	
 

	
Title:   SVP, Treasurer





Signature Page






	
 

	
 

	
 


	
 

	
BANK OF AMERICA, N.A., as


	
 

	
Administrative Agent, L/C Issuer, Swing Line


	
 

	
Lender, Foreign Currency Lead Lender and Lender


	
 

	
 

	
 


	
 

	


By:





	
 

	
Name: Edwin B. Cox


	
 

	
Title:   Senior Vice President





Signature Page






	
 

	
 

	
 


	
 

	
HSBC BANK PLC, 

 as Lender


	
 

	
 

	
 


	
 

	
By 

	



	
 

	
 

	



	
 

	
 

	
Name: Paul Hagger


	
 

	
 

	
Title:   Global Relationship Manager


	
 

	
 

	
 


	
 

	
THE CIT GROUP/BUSINESS CREDIT, INC.,

 as Lender


	
 

	
 

	
 


	
 

	
By 

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
RBS Citizens N.A.,

 as Lender


	
 

	
 

	
 


	
 

	
By 

	
 


	
 

	
 

	



	
 

	
 

	
Name: 


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
UNITED OVERSEAS BANK LIMITED,

 NEW YORK AGENCY, as Lender


	
 

	
 

	
 


	
 

	
By 

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
By 

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
COMERICA BANK,

 as Lender


	
 

	
 


	
 

	
By 

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:





Signature
Page






	
 

	
 

	
 


	
 

	
HSBC BANK PLC,

 as Lender


	
 


	
 

	
By 

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
THE CIT GROUP/BUSINESS
 CREDIT, INC.,

 as Lender


	
 

	
 

	
 


	
 

	
By 

	



	
 

	
 

	



	
 

	
 

	
Name: Evelyn Kusold


	
 

	
 

	
Title:   Vice President 


	
 

	
 

	
 


	
 

	
RBS Citizens N.A.,

 as Lender


	
 


	
 

	
By 

	
 


	
 

	
 

	



	
 

	
 

	
Name: 


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
UNITED OVERSEAS BANK
 LIMITED,

 NEW YORK AGENCY, as Lender


	
 

	
 

	
 


	
 

	
By 

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
By 

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
COMERICA BANK,

 as Lender


	
 

	
 

	
 


	
 

	
By 

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:





Signature Page






	
 

	
 

	
 


	
 

	
HSBC BANK PLC, 

 as Lender 


	
 

	
 

	
 


	
 

	
By 

	
 


	
 


	
 

	
 

	



	
 

	
 

	
Name: 


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
THE CIT GROUP/BUSINESS CREDIT, INC., 

 as Lender


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name: 


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
RBS Citizens N.A., 

 as Lender 


	
 

	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name: Martin Efron


	
 

	
 

	
Title:   SVP


	
 

	
 

	
 


	
 

	
UNITED OVERSEAS BANK LIMITED, 

 NEW YORK AGENCY, as Lender


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name: 


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name: 


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
COMERICA BANK, 

 as Lender


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name: 


	
 

	
 

	
Title:





Signature Page






	
 

	
 

	
 


	
 

	
HSBC BANK PLC, 

 as Lender 


	
 


	
 

	
By 

	
 


	
 

	
 

	



	
 

	
 

	
Name: 


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
THE CIT GROUP/BUSINESS
 CREDIT, INC., 

 as Lender


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name: 


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
RBS Citizens N.A., 

 as Lender


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name: 


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
UNITED OVERSEAS BANK
 LIMITED, 

 NEW YORK AGENCY, as Lender 


	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name: George Lim 


	
 

	
 

	
Title:   SVP
 & GM


	
 

	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name: Mario Sheng 


	
 

	
 

	
Title:   AVP


	
 

	
 

	
 


	
 

	
COMERICA BANK, 

 as Lender


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name: 


	
 

	
 

	
Title:





Signature Page






	
 

	
 

	
 


	
 

	
HSBC BANK PLC,


	
 

	
as Lender


	
 


	
 

	
By 

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
THE CIT GROUP/BUSINESS CREDIT, INC.,


	
 

	
as Lender


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
RBS Citizens N.A., 


	
 

	
as Lender


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
UNITED OVERSEAS BANK LIMITED, 


	
 

	
NEW YORK AGENCY, as Lender


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
COMERICA BANK, 


	
 

	
as Lender


	
 

	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name: Chris Rice


	
 

	
 

	
Title:   Corporate Banking Officer





Signature Page







	
 

	
 

	
 


	
 

	
ISRAEL
 DISCOUNT BANK OF NEW YORK,
as Lender


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
Name: 

	
Barry Solomon


	
 

	
Title:

	
First Vice President








	
 

	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
Name: 

	
Roy Grossman


	
 

	
Title:

	
Senior Vice President I








	
 

	
 

	
 


	
 

	
CAPITAL ONE LEVERAGE
 FINANCE CORP.

 (Formerly NORTH FORK BUSINESS
 CAPITAL

 CORPORATION), as Lender


	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
Name: 

	
 


	
 

	
Title:

	
 


	
 

	
 

	
 








	
 

	
 

	
 


	
 

	
WEBSTER
 BUSINESS CREDIT CORPORATION,
as Lender


	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
Name: 

	
 


	
 

	
Title:

	
 


	
 

	
 

	
 












	
 

	
 

	
 


	
 

	
ISRAEL DISCOUNT BANK OF NEW YORK, 


	
 

	
as Lender


	
 

	
 


	
 

	
By 

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
By 

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
CAPITAL ONE LEVERAGE FINANCE CORP.


	
 

	
(Formerly NORTH FORK BUSINESS CAPITAL


	
 

	
CORPORATION), as Lender


	
 

	
 

	
 


	
 

	
By 

	
    


	
 

	
 

	



	
 

	
 

	
Name: Ron Walker


	
 

	
 

	
Title:   Senior Vice President


	
 

	
 

	
 


	
 

	
WEBSTER BUSINESS CREDIT
 CORPORATION,

 as Lender


	
 

	
 

	
 


	
 

	
By 

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:





Signature Page







	
 

	
 

	
 


	
 

	
ISRAEL
 DISCOUNT BANK OF NEW YORK,

 as Lender


	
 

	
 

	
 


	
 

	
By 

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
By 

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
CAPITAL ONE LEVERAGE
 FINANCE CORP.

 (Formerly NORTH FORK BUSINESS CAPITAL

 CORPORATION), as Lender


	
 

	
 

	
 


	
 

	
By 

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
WEBSTER BUSINESS CREDIT
 CORPORATION, 

 as Lender


	
 

	
 

	
 


	
 

	
By 

	
  


	
 

	
 

	



	
 

	
 

	
Name: Daniel C. Dupré


	
 

	
 

	
Title:   Vice President





Signature Page







CONSENT


Dated as of February 4, 2009


          Each
of the undersigned, as a Guarantor under the Credit Agreement referred to in
the foregoing Amendment and a Grantor under the Collateral Documents referred
to in the Credit Agreement hereby
consents to such Amendment and hereby confirms and agrees that (a)
notwithstanding the effectiveness of such Amendment, each of the Guaranty
contained in the Credit Agreement and
the grant of Collateral contained in the Collateral Documents 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 and (b) the Collateral Documents to which such Grantor is a party and
all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations
(as such term is defined in the
Collateral Documents).


	
 

	
 

	
 


	
 

	
GUARANTORS AND
 GRANTORS:


	
 

	
 

	
 


	
 

	
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. 


	
 

	
SUNRISE LIQUORS & WINES,
 INC.


	
 

	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name: Michael L. Gillis


	
 

	
 

	
Title:   SVP, Treasurer





Consent







	
 

	
 

	
 


	
 

	
SOTHEBY’S


	
 

	
 

	
 


	
 

	
By 

	



	
 

	
 

	



	
 

	
 

	
Name:  Michael L. Gillis


	
 

	
 

	
Title:    SVP, Treasurer


	
 

	
 

	
 


	
 

	
SOTHEBY’S,
 INC.


	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name:  Michael L. Gillis


	
 

	
 

	
Title:    SVP, Treasurer


	
 

	
 

	
 


	
 

	
OATSHARE
 LIMITED


	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name:  William S. Sheridan


	
 

	
 

	
Title:    EVP & Chief Financial Officer


	
 

	
 

	
 


	
 

	
SOTHEBY’S
 FINANCIAL SERVICES LTD.


	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name:  William S. Sheridan


	
 

	
 

	
Title:    EVP & Chief Financial Officer


	
 

	
 

	
 


	
 

	
CATALOGUE
 DISTRIBUTION COMPANY

 LIMITED


	
 

	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Name:  William S. Sheridan


	
 

	
 

	
Title:    EVP & Chief Financial Officer





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