Sothebys Sample Contracts

SOTHEBY'S,
Credit Agreement • March 16th, 2000 • Sothebys Holdings Inc • Services-business services, nec • New York
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GUARANTY
Guaranty • March 16th, 2000 • Sothebys Holdings Inc • Services-business services, nec
EXHIBIT 10(c) AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 7, 2003,
Credit Agreement • May 14th, 2003 • Sothebys Holdings Inc • Services-business services, nec • New York
EXHIBIT 10(k) SOTHEBY'S NEVADA, INC. 5600 Spring Mountain Road, Suite 104 Las Vegas, Nevada 89102 Acquavella Contemporary Art, Inc. December 15, 2001 c/o Mr. William R. Acquavella 1400 South Virginia Street Reno, Nevada 89502 Dear Bill: This letter...
Partnership Agreement • March 12th, 2002 • Sothebys Holdings Inc • Services-business services, nec

This letter agreement amends the Agreement of Partnership (the 'Partnership Agreement') of Acquavella Modern Art, a Nevada general partnership, dated May 29, 1990, between Sotheby's Nevada, Inc., a Nevada corporation ('Sotheby's Partner'), and Acquavella Contemporary Art, Inc., a Nevada corporation ('Acquavella Partner').

SOTHEBY'S,
Credit Agreement • November 14th, 2001 • Sothebys Holdings Inc • Services-business services, nec • New York
Exhibit 10.1 CREDIT AGREEMENT Dated as of March 4, 2004
Credit Agreement • May 10th, 2004 • Sothebys Holdings Inc • Services-business services, nec • New York
LEASE between [RFR ENTITY] "Landlord" and
Lease • May 14th, 2003 • Sothebys Holdings Inc • Services-business services, nec • New York
SOTHEBY’S And COMPUTERSHARE INC. Rights Agreement Dated as of October 4, 2013
Rights Agreement • October 4th, 2013 • Sothebys • Services-business services, nec • Delaware

Rights Agreement, dated as of October 4, 2013, between SOTHEBY'S, a Delaware corporation (the “Company”), and Computershare Inc., as rights agent (the “Rights Agent”).

EXHIBIT 1 SOTHEBY'S HOLDINGS, INC. UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT SECURITIES)
Underwriting Agreement • February 10th, 1999 • Sothebys Holdings Inc • Services-business services, nec • New York
Exhibit 1 SOTHEBY'S HOLDINGS, INC. UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT SECURITIES)
Underwriting Agreement • June 4th, 1998 • Sothebys Holdings Inc • Services-business services, nec • New York
AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • March 16th, 2005 • Sothebys Holdings Inc • Services-business services, nec • New York
BETWEEN
Agreement of Sale and Purchase • March 16th, 2000 • Sothebys Holdings Inc • Services-business services, nec • New York
AGREEMENT AND PLAN OF MERGER by and among BIDFAIR USA LLC BIDFAIR MERGERIGHT INC. and SOTHEBY’S Dated as of June 16, 2019
Merger Agreement • June 17th, 2019 • Sothebys • Services-business services, nec • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 16, 2019 by and among BidFair USA LLC, a Delaware limited liability company (“Parent”), BidFair MergeRight Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and Sotheby’s, a Delaware corporation (the “Company”, together with Merger Sub sometimes being hereinafter collectively referred to, together, as “Constituent Corporations”).

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RECITALS
Instrument of Resignation, Appointment and Acceptance • March 17th, 2003 • Sothebys Holdings Inc • Services-business services, nec
4.875% Senior Notes due 2025
Indenture • December 12th, 2017 • Sothebys • Services-business services, nec • New York

of Rule 144A, (iii) outside the United States in a transaction complying with the provisions of Rule 904 under the Securities Act, (iv) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available) or (v) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (v) subject to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause (iii) or (iv) above to require the delivery of an opinion of counsel, certifications or other information s

CREDIT AGREEMENT Dated as of September 7, 2005 among SOTHEBY’S, INC., as the Company, SOTHEBY’S HOLDINGS, INC., as Holdings, Certain U.K. Subsidiaries of Holdings named herein as the U.K. Borrowers, BANK OF AMERICA, N.A., as Administrative Agent,...
Credit Agreement • November 7th, 2005 • Sothebys Holdings Inc • Services-business services, nec • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of September 7, 2005, among SOTHEBY’S HOLDINGS, INC., a Michigan 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”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and LASALLE BANK N.A, as Syndication Agent.

Letterhead of Sotheby’s] Severance Agreement
Severance Agreement • January 6th, 2015 • Sothebys • Services-business services, nec • New York

This letter agreement (the “Agreement”) sets forth our understanding with respect to your rights and obligations in the event of the termination of your employment with Sotheby’s (together with all of its subsidiaries and related entities, “Sotheby’s” or the “Company”). This Agreement is being provided to you because you are a key employee at the Company and perform highly specialized and unique duties for the Company. Consequently, Sotheby’s is offering you the following terms and financial enhancements to ensure your continued loyalty to the Company, and so that you will focus fully and exclusively on your job duties at Sotheby’s. Defined terms used herein are used with the meanings given to them in Exhibit A.

REGISTRATION RIGHTS AGREEMENT by and among Sotheby’s, Sotheby’s, Inc., Sothebys.com LLC, Sotheby’s Fine Art Holdings, Inc., Sotheby’s Financial Services, Inc., Sotheby’s Financial Services California, Inc., Oberon, Inc., Theta, Inc., Sotheby’s...
Registration Rights Agreement • August 6th, 2008 • Sothebys • Services-business services, nec • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 17, 2008, by and among Sotheby’s, a Delaware corporation (the “Company”), Sotheby’s, Inc., Sothebys.com LLC, 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 RES, Inc., Sunrise Liquors & Wines, Inc. (collectively, the “Guarantors”), and Banc of America Securities LLC, Goldman, Sachs & Co., Comerica Securities, Inc. and HSBC Securities (USA) Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 7.75% Senior Notes due 2015 (the “Notes”) fully and unconditionally guaranteed by the Guarant

LOAN AGREEMENT
Loan Agreement • July 6th, 2015 • Sothebys • Services-business services, nec • New York
CREDIT AGREEMENT Dated as of February 13, 2014 among SOTHEBY’S, a Delaware corporation SOTHEBY’S, INC., OATSHARE LIMITED, SOTHEBY’S, a company registered in England, and SOTHEBY’S HONG KONG LIMITED as Borrowers, THE OTHER CREDIT PARTIES SIGNATORY...
Credit Agreement • February 14th, 2014 • Sothebys • Services-business services, nec • New York

This CREDIT AGREEMENT (this “Agreement”), dated as of February 13, 2014, among Sotheby’s, a Delaware corporation (“Parent”), Sotheby’s, Inc., a New York corporation (“Sotheby’s, Inc.” and, collectively with Parent, the “Domestic Borrowers”), Oatshare Limited, a company registered in England (“Oatshare”), Sotheby’s, a company registered in England (“Sotheby’s U.K.” and, collectively, with Oatshare, the “U.K. Borrowers”), and Sotheby’s Hong Kong Limited, a company incorporated in Hong Kong (“Sotheby’s H.K.” and, collectively with the U.K. Borrowers, the “Foreign Borrowers”; the Domestic Borrowers and the Foreign Borrowers collectively being referred to herein as the “Borrowers”); the other Credit Parties signatory hereto; General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as a Lender and as Fronting Lender, as Administrative Agent for the Lenders and the Fronting Lender, and Collateral Agent for the Secured Parties, and th

Sotheby’s as the Company, and U.S. Bank National Association as Trustee Indenture Dated as of September 12, 2012
Indenture • September 12th, 2012 • Sothebys • Services-business services, nec • New York

INDENTURE, dated as of September 12, 2012, between Sotheby’s, a Delaware corporation, as the Company, and U.S. Bank National Association, as Trustee.

VOTING AND SUPPORT AGREEMENT by and among BIDFAIR USA LLC, BIDFAIR MERGERIGHT INC. and certain STOCKHOLDERS OF SOTHEBY’S Dated as of June 16, 2019
Voting and Support Agreement • June 17th, 2019 • Sothebys • Services-business services, nec • Delaware

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2019 by and among the persons identified on Schedule I hereto (each, a “Stockholder” and collectively the “Stockholders”), BidFair USA LLC, a Delaware limited liability company (“Parent”), and BidFair MergeRight, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (as amended from time to time, the “Merger Agreement”) by and among Parent, Merger Sub and Sotheby’s, a Delaware corporation (the “Company”).

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