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.
TRANSACTION AGREEMENT by and among SOTHEBY’S HOLDINGS, INC., a Michigan corporation and THE INVESTORS LISTED ON EXHIBIT A Dated as of September 7, 2005Transaction Agreement • November 7th, 2005 • Sothebys Holdings Inc • Services-business services, nec
WHEREAS, the Investors collectively own beneficially and of record an aggregate of 14,034,158 shares (the Shares) of Class B Common Stock, par value $0.10 per share, of the Company (Class B Stock), each of which is convertible at the option of the holder thereof into one share of Class A Limited Voting Common Stock, par value $0.10 per share, of the Company (Class A Stock);
