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