BID - 6.30.2013 - 10Q - Ex10.1








June 27, 2013




Sotheby's and each of the other Credit Parties
parties to the Credit Agreement referenced below
1334 York Avenue
New York, NY  10021


		
	Re: 
	Amended and Restated Auction Guaranty Side Letter




Reference is hereby made to that certain Amended and Restated Credit Agreement, dated as of December 19, 2012 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Sotheby's, a Delaware corporation, Sotheby's, Inc., a New York corporation, Sotheby's Financial Services, Inc., a Nevada corporation, Sotheby's Financial Services California, Inc., a Nevada corporation, Oberon, Inc., a Delaware corporation, Sotheby's Ventures, LLC, a New York limited liability company, Oatshare Limited, a company registered in England, Sotheby's, a company registered in England, Sotheby's Financial Services Limited, a company registered in England, and Sotheby's Hong Kong Limited, a company incorporated in Hong Kong, the other Credit Parties signatory thereto, General Electric Capital Corporation, a Delaware corporation, as Agent for the Lenders (in such capacity, “Agent”), and the Lenders signatory thereto from time to time (collectively, the “Lenders”).  This letter agreement is the “Auction Guaranty Side Letter” referenced in the Credit Agreement and amends and restates in its entirety that certain letter agreement, dated August 31, 2009, by and between Agent and the Credit Parties, relating to the subject matter hereof.  Capitalized terms used but not defined herein shall have the meanings assigned to them under the Credit Agreement.    
In consideration of Agent and Lenders entering into the Loan Documents, and the Lenders agreeing to make Loans and incur Letter of Credit Obligations as provided for in the Loan Documents, the Credit Parties hereby agree that, from and after the date hereof until the Termination Date, the “Aggregate Guaranteed Amount” (as defined below) shall not at any time exceed the Dollar Equivalent of $300,000,000.


For purposes of this letter agreement, the “Aggregate Guaranteed Amount” means, at any time, an amount equal to (i) the aggregate guaranteed amount of all outstanding auction guaranties at such time to which the Credit Parties and their Subsidiaries are obligated minus (ii) without duplication, the sum of (x) the aggregate amount of all unconditional, irrevocable, valid and binding obligations at such time of counterparties which are not Affiliates of the Credit Parties that have agreed in writing to pay to the Credit Parties all or a portion of the Credit Parties' obligations with respect to such guaranties, to the extent that such counterparties have been approved by the Credit Parties as creditworthy and capable of satisfying such obligations in accordance with the Credit Parties' credit approval procedures and policies applied in a manner consistent with their ordinary and historical practices plus (y) the aggregate amount (such amount, the “Aggregate Bid Amount”) of all unconditional, irrevocable, valid and binding written bids for Works of Art at such time which are the subject of such guaranties from bidders which are not Affiliates of the Credit Parties, to the extent that such bidders have been approved by the Credit Parties as creditworthy and capable of satisfying such bids in accordance with the Credit Parties' credit approval procedures and policies applied in a manner consistent with their ordinary and historical practices; provided that, for purposes of determining the Aggregate Bid Amount at any time pursuant to clause (ii)(y) above, only one bid per Work of Art shall be included in the Aggregate Bid Amount at any time.


This letter agreement may not be waived, amended, modified or terminated except with the prior written consent of the Requisite Lenders, Agent and each of the Credit Parties.


This letter agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement.


this letter agreement shall be CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY the laws of the State of New York (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS 









LAW OF THE STATE OF NEW  YORK BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF).  


EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER AGREEMENT.


If you are in agreement with the foregoing, kindly indicate your consent in the space provided below.


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IN WITNESS WHEREOF, this letter agreement has been duly executed as of the date first written above.


Very truly yours,


GENERAL ELECTRIC CAPITAL CORPORATION, as Agent




By: /s/ DANIEL T. EUBANKS                        
Name:  Daniel T. Eubanks 
Title:  Duly Authorized Signatory


























































































Signature Page to A&R Auction Guaranty Side Letter











Agreed and accepted as of the date set forth above:


Sotheby's,
a Delaware corporation


By: /s/ MICHAEL L. GILLIS                     
Name:  Michael L. Gillis    
Title:  SVP, Treasurer 


Sotheby's, Inc.


By: /s/ MICHAEL L. GILLIS                     
Name:  Michael L. Gillis    
Title:  SVP, Treasurer 


Sotheby's Financial Services, Inc.
Sotheby's Financial Services California, Inc.
Oberon, Inc.
Sotheby's Ventures, LLC


By: /s/ MICHAEL L. GILLIS                     
Name:  Michael L. Gillis    
Title:  SVP, Treasurer 


OATSHARE Limited




By:  /s/ CLIVE LORD
Name:  Clive Lord 
Title:  Chief Operating Officer, Europe




Sotheby's,
a company registered in England


By:  /s/ CLIVE LORD
Name:  Clive Lord 
Title:  Chief Operating Officer, Europe


Sotheby's Financial Services limited


By:  /s/ JAN PRASENS                    
Name:  Jan Prasens    
Title:  Authorized Signatory
SOTHEBY'S HONG KONG LIMITED
By:  /s/ HENRY LI                     
Name:  Henry Li    
Title:  Director













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 LLC
SOTHEBYS.COM AUCTIONS, INC.
SIBS, LLC
72ND AND YORK, INC.
YORK HOLDINGS INTERNATIONAL, INC.,


By: /s/ MICHAEL L. GILLIS                     
Name:  Michael L. Gillis    
Title:  SVP, Treasurer 




CATALOGUE DISTRIBUTION COMPANY LIMITED
SOTHEBY'S SHIPPING LIMITED
YORK UK HOLDCO INTERNATIONAL LIMITED




By:  /s/ CLIVE LORD
Name:  Clive Lord 
Title:  Chief Operating Officer, Europe


NOORTMAN MASTER PAINTINGS LTD.




By:  /s/ JAN PRASENS
Name:  Jan Prasens 
Title:  Authorized Signatory




Acknowledged and consented to as of the date set forth above:


HSBC BANK PLC, as a Lender


By:  /s/ PATRICK J. MLODOZENEL                     
Name:  Patrick J. Mlodozenel    
Title:  Senior Corporate Banking Manager


HSBC BANK USA, NATIONAL 
ASSOCIATION, as a Lender


By:  /s/ VARUN G. GUPTA                     
Name:  Varun G. Gupta    
Title:  VP, Relationship Manager













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


By:  /s/ JENNIFER HEARD                     
Name:  Jennifer Heard    
Title:  Authorized Officer


THE PRIVATEBANK AND TRUST 
COMPANY, as a Lender


By:  /s/ MITCHEL RASKY                     
Name:  Mitchel Rasky    
Title:  Managing Director


TD BANK, N.A., as a Lender


By:  /s/ STEPHEN A. CAFFREY                     
Name:  Stephen A. Caffrey    
Title:  Vice President
GOLDMAN SACHS BANK USA, as a Lender


By:  /s/ MICHELLE LATZONI                     
Name:  Michelle Latzoni    
Title:  Authorized Signatory
COMERICA BANK, as a Lender


By:  /s/ DARYL R. KRAUSE                      
Name:  Daryl R. Krause    
Title:  SVP
INVESTORS BANK, as a Lender


By:  /s/ STEPHEN J. DEERING                    
Name:  Stephen J. Deering    
Title:  SVP