Schutterle, VP
Telephone: 213.481.7826
Facsimile: 213.580.8441
Electronic Mail: 
Sotheby's Amended and Restated Credit Agreement
Swing Line Lender:
Same as Administrative Agent's Office.
Foreign Currency Lead Lender:
Same as Administrative Agent's Office (for payments and requests for Credit
Extensions in Euros and Pounds).
Sotheby's Amended and Restated Credit Agreement
EXHIBIT B
to the Credit Agreement
FORM OF SWING LINE LOAN NOTICE
Date: ___________, _____
To:
Bank of America, N.A., as Swing Line Lender
Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Amended and Restated
Credit Agreement, dated as of November 14, 2005 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the
"Agreement;" the terms defined therein being used herein as therein defined),
among Sotheby's Holdings, Inc., a Michigan corporation, Sotheby's Inc., a New
York corporation, Oatshare Limited, a company registered in England and Wales
with registration number 01737495, Sotheby's, a company registered in England
and Wales with registration number 00874867, the Lenders from time to time party
thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C
Issuer and Foreign Currency Lead Lender, LaSalle Bank N.A. and HSBC Bank PLC, as
Co-Syndication Agents, and The CIT Group/Business Credit, Inc. and Citibank
N.A., as Co-Documentation Agents.
The undersigned hereby requests a [U.S.] [U.K.] Swing Line
Loan:
1.
On _____________________ (a Business Day).
2.
In the amount of [$] [£] [€]_________________.
The Swing Line Borrowing requested herein complies with the
requirements of the provisos to the first sentence of Section 2.04(a) of the
Agreement.
[The Borrower hereby represents and warrants that the
conditions specified in Sections 4.03(a) and (b) shall be satisfied on and as of
the date of the applicable Credit Extension.]1
[SOTHEBY'S HOLDINGS, INC.]
[SOTHEBY'S, INC.]
[OATSHARE LIMITED]
[SOTHEBY'S]
By:
Name:
Title:
1
To be added only if not requesting a conversion of Loans
denominated in Dollars to the other Type or a continuation of Eurocurrency Rate
Loans.
Sotheby's Amended and Restated Credit Agreement