CONSENT AND AMENDMENT NO. 5 TO THE AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 27th, 2008 • Sothebys • Services-business services, nec • New York
CONSENT AND AMENDMENT NO. 5 TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment”) among SOTHEBY’S, a Delaware 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”) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and Foreign Currency Lead Lender.
Severance AgreementSothebys • February 27th, 2008 • Services-business services, nec • New York
We are pleased that you are joining Sotheby’s as Executive Vice President, Worldwide General Counsel and Secretary, on the terms set forth in our offer letter dated October 9, 2007 (the “Offer Letter”). This letter sets forth our understanding and agreement (the “Agreement”) 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 and those set forth in the Offer Letter 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.
