EXHIBIT 10.2
EXECUTION COPY
AMENDMENT NO. 6 TO CREDIT AGREEMENT
This AMENDMENT NO. 6 TO CREDIT AGREEMENT (this "Amendment"), dated as of
September 17, 2012, 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 party hereto, amends that certain
Credit Agreement, dated as of August 31, 2009 (as amended, restated,
supplemented or otherwise modified from time to time, 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 party 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 and the Agent hereby agree as follows:
1.Amendments to Credit Agreement. Subject to the satisfaction of the conditions
precedent set forth in Paragraph 2 of this Amendment, the Credit Agreement is
hereby amended as follows:
(a)Clause (i) of Section 6.3(a) of the Credit Agreement is hereby amended and
restated to read as follows:
(i) the Senior Notes and the Specified Senior Notes;
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(b)Section 6.3(b) of the Credit Agreement is hereby amended and restated in its
entirety as follows:
(b)
No Sotheby Entity shall, directly or indirectly, voluntarily purchase,
redeem, defease or prepay any principal of, premium, if any, interest or other
amount payable in respect of any Indebtedness prior to its scheduled maturity,
other than (i) the Obligations; (ii) Indebtedness secured by a Permitted
Encumbrance if the asset securing such Indebtedness has been sold or otherwise
disposed of in accordance with Section 6.8; (iii) Indebtedness permitted by
Section 6.3(a)(vi) upon any refinancing thereof in accordance with Section
6.3(a)(vi); (iv) Indebtedness incurred pursuant to