Exhibit 1
---------
THE X. XXXXXX XXXXXXX RESTATED REVOCABLE TRUST
X. XXXXXX XXXXXXX 2001 GRANTOR RETAINED ANNUITY TRUST
TAUBMAN INVESTMENTS, LLC
000 XXXX XXXX XXXX XXXX
XXXXXXXXXX XXXXX, XXXXXXXX 00000
June 3, 2002
STRICTLY CONFIDENTIAL
---------------------
Sotheby's Holdings, Inc.
0000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The X. Xxxxxx Xxxxxxx Restated Revocable Trust, as amended and restated in its
entirety by Instrument dated January 10, 1989 and subsequently by Instrument
dated June 25, 1997 as the same has been amended and may hereafter be amended
from time to time (the "Trust"), the A. Xxxxxx Xxxxxxx 2001 Grantor Retained
Annuity Trust (the "GRAT"), and Taubman Investments, LLC, a Michigan limited
liability company (together with the Trust and the GRAT, the "Taubman
Shareholders"), on the one hand, and Sotheby's Holdings, Inc. ("Sotheby's"), on
the other, have agreed to undertake a cooperative process with respect to the
solicitation of indications of interest in a potential transaction involving
Sotheby's, including without limitation a sale of or merger involving Sotheby's
or a sale of the Taubman Shareholders' equity interest in Sotheby's (an
"Extraordinary Transaction"). In such connection, the Taubman Shareholders and
Xxxxxxx's hereby agree to the following matters:
1. The Taubman Shareholders agree that, during the 90 calendar day period
commencing on the date hereof (the "Standstill Term"), the Taubman
Shareholders will not enter into any agreement to sell, assign, transfer or
encumber all or substantially all of their respective equity interests in
Sotheby's to any unaffiliated third party, other than pursuant to any bona
fide financing arrangement with a non-affiliated lender pursuant to which
all or any portion of the Taubman Shareholders' equity interest in
Sotheby's is pledged as security or collateral (including any foreclosure
pursuant to any such arrangement).
2. This Agreement is not intended to and shall not constitute an amendment,
modification or waiver by any party hereto of any right or obligation which
it may have under contract or otherwise (including, without limitation, the
"First Offer" rights in favor of Sotheby's under its Articles of
Incorporation); provided, however, that the Taubman Shareholders agree not
to submit an Offer, as defined in Article II, Section 2.E.5 of the
Sotheby's Articles of Incorporation (an "Offer"), to Sotheby's at any time
during the Standstill Term.
3. This Agreement shall be construed in accordance with the laws of the State
of New York without regard to any applicable conflicts of law. This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
4. This Agreement may not be modified or amended except by an instrument or
instruments in writing signed by the party against whom enforcement of any
such modification or amendment is sought.
Sotheby's Holdings, Inc.
June 3, 2002
Page Two
5. This Agreement shall be construed without regard to any presumption or rule
requiring construction or interpretation against the party drafting or
causing any instrument to be drafted.
6. This Agreement shall be binding upon and inure solely to the benefit of the
parties hereto and their respective successors and permitted assigns, and
nothing in this Agreement, express or implied, is intended to or shall
confer upon any other person any rights, benefits or remedies of any nature
whatsoever under or by reason of this Agreement.
7. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.
Sotheby's Holdings, Inc.
June 3, 2002
Page Three
Please confirm that you acknowledge and agree to the foregoing by signing and
returning to us the enclosed copy of this Agreement, which shall become a
binding agreement upon our receipt.
Very Truly Yours: Confirmed and Agreed:
THE X. XXXXXX XXXXXXX RESTATED SOTHEBY'S HOLDINGS, INC.
REVOCABLE TRUST
By: /s/ X. Xxxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
_____________________________ _____________________________
Name: X. Xxxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: Authorized Signatory Title: President and
Chief Executive Officer
X. XXXXXX XXXXXXX 2001 GRANTOR
RETAINED ANNUITY TRUST
By: /s/ X. Xxxxxx Xxxxxxx
_______________________________
Name: X. Xxxxxx Xxxxxxx
Title: Authorized Signatory
TAUBMAN INVESTMENTS, LLC
By: /s/ X. Xxxxxx Xxxxxxx
_______________________________
Name: X. Xxxxxx Xxxxxxx
Title: Authorized Signatory
