Common use of Ladies and Gentlemen Clause in Contracts

Ladies and Gentlemen. As a Lender party to the Credit Agreement, we have agreed with the Company pursuant to Section 11.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided therein, all non-public information identified by the Company as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in said Section 11.12, we are permitted to provide you, as a prospective [holder of a participation in the Loans (as defined in the Credit Agreement)] [assignee Lender], with certain of such non-public information subject to the execution and delivery by you, prior to receiving such non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representatives) that (A) such information will not be used by you except in connection with the proposed [participation] [assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that nothing herein shall limit the disclosure of any such information (i) to the extent required by statute, rule, regulation or judicial process, (ii) to your counsel or to counsel for any of the Lenders or the Confidentiality Agreement 185 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇ bank examiners, auditors or accountants, (iv) to the Administrative Agent or any other Lender (or to Chase Securities Inc.), (v) in connection with any litigation to which you or any one or more of the Lenders or the Administrative Agent are a party, (vi) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Credit Agreement or (vii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in the form hereof; provided, further, that (x) unless specifically prohibited by applicable law or court order, you agree, prior to disclosure thereof, to notify the Company of any request for disclosure of any such non-public information (A) by any governmental agency or representative thereof (other than any such request in connection with an examination of your financial condition by such governmental agency) or (B) pursuant to legal process and (y) that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [INSERT NAME OF LENDER]

Ladies and Gentlemen. As a Lender Bank party to the Credit Agreement, we have agreed with the Company pursuant to Section 11.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided therein, all non-non- public information identified by the Company as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in said Section 11.12, we are permitted to provide you, as a prospective [holder of a participation in the Loans (as defined in the Credit Agreement)] [assignee LenderAgreement)][assignee Bank], with certain of such non-public information subject to the execution and delivery by you, prior to receiving such non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representatives) that (A) such information will not be used by you except in connection with the proposed [participation] [assignmentparticipation][assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that -------- nothing herein shall limit the disclosure of any such information (i) to the extent required by statute, rule, regulation or judicial processprocess (with, unless prohibited by applicable law, prior notice thereof to the Company giving sufficient time, if practicable, to afford the Company an opportunity to seek a protective order), (ii) to your counsel or to counsel for any of the Lenders Banks or the Administrative Confidentiality Agreement 185 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇------------------------- Agent, (▇▇▇iii) ▇▇ to bank examiners, auditors or accountants, (iv) to the Administrative Agent or any other Lender Bank (or to Chase Securities Securities, Inc.), (v) in connection with any litigation to which you or any one or more of the Lenders Banks or the Administrative Agent are a party (with, except in the case of any litigation to which the Company or any of its Subsidiaries is also a party, or unless prohibited by applicable law, prior notice to the Company giving sufficient time, if practicable, to afford the Company an opportunity to seek a protective order), (vi) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Credit Agreement or (vii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in the form hereof; provided, further, that (x) unless specifically prohibited by applicable law or court order, you agree, prior to disclosure thereof, to notify the Company of any request for disclosure of any such non-public information (A) by any governmental agency or representative thereof (other than any such request in connection with an examination of your financial condition by such governmental agency) or (B) pursuant to legal process and (y) -------- ------- that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [INSERT NAME OF LENDER]BANK] By___________________________ Title: AGREED AS AFORESAID: [INSERT NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] By___________________________ Title: Confidentiality Agreement ------------------------- -91- EXHIBIT E [Form of Assignment and Acceptance] ASSIGNMENT AND ACCEPTANCE Reference is made to the Credit Agreement, dated as of August 20, 1996 (as modified and supplemented and in effect from time to time, the "Credit ------ Agreement"), among Capital Re Corporation, a Delaware Corporation (the --------- "Company"), the lenders named therein, and The Chase Manhattan Bank, as ------- administrative agent for such lenders (in such capacity, the "Administrative -------------- Agent"). Terms defined in the Credit Agreement are used herein as defined ----- therein.

Ladies and Gentlemen. As a Lender party to the Credit Agreement, we have agreed with the Company Borrowers pursuant to Section 11.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided therein, all non-public information identified by the Company Borrowers as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in said Section 11.12, we are permitted to provide you, as a prospective [holder of a participation in the Loans (as defined in the Credit Agreement)] [assignee Lender], with certain of such non-public information subject to the execution and delivery by you, prior to receiving such non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representativesrepresentatives and for the benefit of us and the Borrowers) that (A) such information will not be used by you except in connection with the proposed [participation] [assignmentparticipation][assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that (x) nothing herein shall limit the disclosure of any such information (i) after such information shall have become public (other than through a violation of Section 11.12 of the Credit Agreement), (ii) to the extent required by statute, rule, regulation or judicial process, (iiiii) to your counsel or to counsel for any of the Lenders or the Confidentiality Agreement 185 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Administrative Agent, (▇▇▇iv) ▇▇ to 132 -2- bank examinersexaminers (or any other regulatory authority having jurisdiction over any Lender or the Administrative Agent), or to auditors or accountants, (ivv) to the Administrative Agent or any other Lender (or to Chase Securities Inc.)Lender, (vvi) in connection with any litigation to which you or any one or more of the Lenders or the Administrative Agent are is a party, or in connection with the enforcement of rights or remedies under the Credit Agreement, (vivii) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Credit Agreement or (viiviii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in the form hereof; provided, further, that (x) unless specifically prohibited by applicable law or court order, you agree, prior to disclosure thereof, to notify the Company of any request for disclosure of any such non-public information (A) by any governmental agency or representative thereof (other than any such request in connection with an examination of your financial condition by such governmental agency) or (B) pursuant to legal process hereof and (y) that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [INSERT NAME OF LENDER].

Ladies and Gentlemen. As a Lender party to the Credit Agreement, we have agreed with the Company This irrevocable resignation is delivered pursuant to Section 11.12 1(a)(viii) or 1(b) of the Credit Support Agreement, dated as of May 4, 2014 (the “Agreement”), by and among Sotheby’s and Third Point (as defined therein). Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. Effective only upon, and subject to, such time as Third Point, together with all of the Third Point Affiliates, ceases collectively to “beneficially own” (as defined in Rule 13d-3 under the Exchange Act) an aggregate Net Long Position of at least 3,324,999 shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) of the Common Stock then outstanding, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve. This resignation may not be withdrawn by me at any time during which it is effective. Sincerely, Name: May 4, 2014 To: Each of the persons or entities listed on Schedule A hereto (collectively, “Third Point” or “you” and each individually, a “member” of Third Point) Ladies and Gentlemen: This letter agreement shall become effective upon the appointment of any Third Point Designee to the Board of Directors (the “Board”) of Sotheby’s (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Support Agreement (the “Support Agreement”), dated as of May 4, 2014, among the Company and Third Point. The Company understands and agrees that, subject to use reasonable precautions the terms of, and in accordance with, this letter agreement, each Third Point Designee may, if and to keep confidentialthe extent he or she desires to do so (and subject to his or her fiduciary duties), except confidentially disclose information he or she obtains while serving as otherwise provided thereina member of the Board to you and the Specified Third Point Personnel (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive certain non-public information identified by regarding the Company. You acknowledge that this information is proprietary to the Company as being confidential at and may include trade secrets or other business information the time disclosure of which could harm the same is delivered to us pursuant to the Credit AgreementCompany. As provided in said Section 11.12In consideration for, we are permitted to provide you, and as a prospective [holder of a participation in condition of, the Loans (as defined in the Credit Agreement)] [assignee Lender]information being furnished to you and, with certain of such non-public information subject to the execution and delivery by yourestrictions in paragraph 2, prior to receiving such non-public informationthe persons set forth on Schedule B hereto (collectively, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing“Specified Third Point Personnel”), you agree to treat any and all information concerning or relating to the Company or any of its subsidiaries or affiliates that is furnished to you or the Specified Third Point Personnel (regardless of the manner in which it is furnished, including in written or electronic format or orally, gathered by visual inspection or otherwise) by any Third Point Designee, or by or on behalf of yourself and each of your affiliatesthe Company or any Company Representatives, directors, officers, employees and representatives) that (A) such information will not be used by you except in connection together with the proposed [participation] [assignment] mentioned above and relevant portion of any notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof to the extent containing, referring, relating to, based upon or derived from such information, in whole or in part (B) you shall use reasonable precautionscollectively, “Evaluation Material”), in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that nothing herein shall limit the disclosure of any such information (i) to the extent required by statute, rule, regulation or judicial process, (ii) to your counsel or to counsel for any of the Lenders or the Confidentiality Agreement 185 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇ bank examiners, auditors or accountants, (iv) to the Administrative Agent or any other Lender (or to Chase Securities Inc.), (v) in connection with any litigation to which you or any one or more of the Lenders or the Administrative Agent are a party, (vi) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Credit Agreement or (vii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in the form hereof; provided, further, that (x) unless specifically prohibited by applicable law or court order, you agree, prior to disclosure thereof, to notify the Company of any request for disclosure of any such non-public information (A) by any governmental agency or representative thereof (other than any such request in connection with an examination of your financial condition by such governmental agency) or (B) pursuant to legal process and (y) that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy provisions of this Confidentiality Agreement letter agreement, and returning to take or abstain from taking the same to us. Very truly yours, [INSERT NAME OF LENDER]other actions hereinafter set forth.

Ladies and Gentlemen. As a Lender party to the Credit Agreement, we have agreed with the Company Borrowers pursuant to Section 11.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided therein, all non-public information identified by the Company Borrowers as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in said Section 11.12, we are permitted to provide you, as a prospective [holder of a participation in the Loans (as defined in the Credit Agreement)] [assignee Lender], with certain of such non-public information subject to the execution and delivery by you, prior to receiving such non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representativesrepresentatives and for the benefit of us and the Borrowers) that (A) such information will not be used by you except in connection with the proposed [participation] [assignmentparticipation][assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that (x) nothing herein shall limit the disclosure of any such information (i) after such information shall have become public (other than through a violation of Section 11.12 of the Credit Agreement), (ii) to the extent required by statute, rule, regulation or judicial process, (iiiii) to your counsel or to counsel for any of the Lenders or the Confidentiality Agreement 185 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Administrative Agent, (▇▇▇iv) ▇▇ to bank examinersexaminers (or any other regulatory authority having jurisdiction over any Lender or the Administrative Agent), or to auditors or accountants, (ivv) to the Administrative Agent or any other Lender (or to Chase Securities Inc.)Lender, (vvi) in connection with any litigation to which you or any one or more of the Lenders or the Administrative Agent are is a party, or in connection with the enforcement of rights or remedies under the Credit Agreement, (vivii) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Credit Agreement or (viiviii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in the form hereof; provided, further, that (x) unless specifically prohibited by applicable law or court order, you agree, prior to disclosure thereof, to notify the Company of any request for disclosure of any such non-public information (A) by any governmental agency or representative thereof (other than any such request in connection with an examination of your financial condition by such governmental agency) or (B) pursuant to legal process hereof and (y) that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. If you are a prospective assignee, your obligations under this Confidentiality Agreement shall be superseded by Section 11.12 of the Credit Agreement on the date upon which you become a Lender under the Credit Agreement pursuant to Section 11.06(b) thereof. This Confidentiality Agreement shall be governed by, and construed in accordance with, the law of the State of New York without reference to choice of law doctrine. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [INSERT NAME OF LENDER]] By Title: The foregoing is agreed to as of the date of this letter: [INSERT NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] By Title: This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Ladies and Gentlemen. As a Lender Bank party to the Credit Agreement, we have agreed with the Company pursuant to Section 11.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided therein, all non-public information identified by the Company as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in said Section 11.12, we are permitted to provide you, as a prospective [holder of a participation in the Loans (as defined in the Credit Agreement)] [assignee LenderAgreement)][assignee Bank], with certain of such non-public information subject to the execution and delivery by you, prior to receiving such non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representatives) that (A) such Confidentiality Agreement information will not be used by you except in connection with the proposed [participation] [assignmentparticipation][assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that nothing herein shall limit the disclosure of any such information (i) to the extent required by statute, rule, regulation or judicial process, (ii) to your counsel or to counsel for any of the Lenders Banks or the Confidentiality Agreement 185 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Administrative Agent, (▇▇▇iii) ▇▇ to bank examiners, auditors or accountants, (iv) to the Administrative Agent or any other Lender Bank (or to Chase Securities Securities, Inc.), (v) in connection with any litigation to which you or any one or more of the Lenders Banks or the Administrative Agent are a party, (vi) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Credit Agreement or (vii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in the form hereof; provided, further, that (x) unless specifically prohibited by applicable law or court order, you agree, prior to disclosure thereof, to notify the Company of any request for disclosure of any such non-public information (A) by any governmental agency or representative thereof (other than any such request in connection with an examination of your financial condition by such governmental agency) or (B) pursuant to legal process and (y) that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [INSERT NAME OF LENDER]BANK] By______________________________ Title: AGREED AS AFORESAID: Confidentiality Agreement [INSERT NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] By___________________________ Title: Confidentiality Agreement EXHIBIT F [Form of Assignment and Acceptance] ASSIGNMENT AND ACCEPTANCE Reference is made to the Amended and Restated Credit Agreement Credit Agreement, dated as of November 24, 1992, amended and restated as of October 1, 1996 (as modified and supplemented and in effect from time to time, the "Credit Agreement"), among Enhance Financial Services Group Inc., (the "Company") the lenders named therein, and The Chase Manhattan Bank, as agent for such lenders (the "Administrative Agent"). Terms defined in the Credit Agreement are used herein as defined therein. ____________________ (the "Assignor") and ____________________ (the "Assignee") agree as follows:

Ladies and Gentlemen. As a Lender party to In connection with the captioned Credit Agreement, we have agreed with the Company pursuant to Section 11.12 hereby designate any one of the Credit Agreement following persons to use reasonable precautions give to keep confidentialyou instructions, except as otherwise provided therein, all non-public information identified by the Company as being confidential at the time the same is delivered to us including notices required pursuant to the Credit Agreement, orally or by telephone or teleprocess: ▇▇▇▇▇ ▇. As provided in said Section 11.12, we are permitted to provide you, as a prospective [holder of a participation in the Loans (as defined in the Credit Agreement)] [assignee Lender], with certain of such non-public information subject to the execution and delivery by you, prior to receiving such non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representatives) that (A) such information will not be used by you except in connection with the proposed [participation] [assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that nothing herein shall limit the disclosure of any such information (i) to the extent required by statute, rule, regulation or judicial process, (ii) to your counsel or to counsel for any of the Lenders or the Confidentiality Agreement 185 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Instructions may be honored on the oral, telephonic or facsimile instructions of anyone purporting to be any one of the above designated persons even if the instructions are for the benefit of the person delivering them. We will furnish you with confirmation of each such instruction in writing signed by any person designated above (▇▇▇including any telecopy which appears to bear the signature of any person designated above) ▇▇ bank examinerson the same day that the instruction is provided to you but your responsibility with respect to any instruction shall not be affected by your failure to receive such confirmation or by its contents. You shall be fully protected in, auditors or accountantsand shall incur no liability to us for, (iv) to the Administrative Agent or acting upon any other Lender (or to Chase Securities Inc.), (v) in connection with any litigation to instructions which you or any one or more of the Lenders or the Administrative Agent are a party, (vi) reasonably and in good faith believe to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Credit Agreement or (vii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in the form hereof; provided, further, that (x) unless specifically prohibited by applicable law or court order, you agree, prior to disclosure thereof, to notify the Company of any request for disclosure of any such non-public information (A) have been given by any governmental agency or representative thereof (other than any such request in connection with an examination of your financial condition by such governmental agency) or (B) pursuant to legal process person designated above, and (y) that in no event shall you be obligated liable for special, consequential or punitive damages. In addition, we agree to return hold you and your agents harmless from any materials furnished and all liability, loss and expense arising directly or indirectly out of instructions that we provide to you pursuant to this Confidentiality Agreementin connection with the Credit Agreement except for liability, loss or expense occasioned by the gross negligence or willful misconduct of you or your agents. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same Upon notice to us, you may, at your option, refuse to execute any instruction, or part thereof, without incurring any responsibility for any loss, liability or expense arising out of such refusal if you reasonably and in good faith believe that the person delivering the instruction is not one of the persons designated above or if the instruction is not accompanied by an authentication method that we have agreed to in writing. We will promptly notify you in writing of any change in the persons designated above and, until you have actually received such written notice and have had a reasonable opportunity to act upon it, you are authorized to act upon instructions, even though the person delivering them may no longer be authorized. Very truly yours, HUTTIG BUILDING PRODUCTS, INC., a Delaware corporation By: Name: Title: HUTTIG, INC., a Delaware corporation By: Name: Title: HUTTIG INDIANA, INC., a Delaware corporation By: Name: Title: HUTTIG INDIANA PARTNERSHIP LP, an Indiana limited partnership By: Huttig Indiana, Inc. Its: General Partner By: Name: Title: Exhibit B-3 EXHIBIT C FORM OF BORROWING BASE CERTIFICATE [INSERT NAME JPMORGANCHASE LOGO] JPMORGAN CHASE BANK MONTHLY BORROWING BASE CERTIFICATE HUTTIG BUILDING PRODUCTS, INC. FOR THE MONTH OF: ------------ ACCOUNTS RECEIVABLE RECONCILIATION HUTTIG PRINEVILLE TOTAL ------------- ------------- ------------- Total Accounts Receivable as the date of last submitted Certificate + Sales ------------- ------------- ------------- - Collections ------------- ------------- ------------- - Credits ------------- ------------- ------------- + Debits ------------- ------------- ------------- Accounts Receivable as of ------------ ------------- ------------- ------------- ACCOUNTS RECEIVABLE AGING AS OF LENDER]----------- TOTAL A/R CURRENT 1-30 DAYS P/D 31-60 DAYS P/D 61 + DAYS P/D Huttig Prineville -------------- -------------- -------------- -------------- ------------- Total - - ## - - - ACCOUNTS RECEIVABLE Total Gross Accounts Receivable dated: 07/31/02 ------------- HUTTIG PRINEVILLE TOTAL ------------- ------------- ------------- Total Accounts Receivable(as shown on aging) LESS: Over 60 Days Past Due ------------- ------------- ------------- Credits over 60 Past Due ------------- ------------- ------------- Over 90 Days Past Invoice Date ------------- ------------- ------------- 50% Rule or Cross Aging ------------- ------------- ------------- 25% Concentration ------------- ------------- ------------- Service Charges ------------- ------------- ------------- Affiliate A/R ------------- ------------- ------------- Contra Accounts ------------- ------------- ------------- Government ------------- ------------- ------------- Finance charges ------------- ------------- ------------- C.O.D. ------------- ------------- ------------- Foreign Receivables ------------- ------------- ------------- Unreconciled G/L differences ------------- ------------- ------------- Other:Cash sales ------------- ------------- ------------- Other: ------------- ------------- ------------- Total Ineligible Receivables 0 0 0 ------------- ------------- ------------- (as of date): 7/31/02 ------------ TOTAL ELIGIBLE ACCOUNTS RECEIVABLE 0 0 0 ------------- ------------- ------------- TOTAL AVAILABLE AT ADVANCE RATE OF: 85% - ----------- Exhibit C-2 INVENTORY Gross Inventory as of the Month ended: 07/01/02 ----------------------- HUTTIG PRINEVILLE TOTAL ------------- ------------- ------------- Total Gross Inventory (see next page) ------------- ------------- ------------- LESS: In Transit ------------- ------------- ------------- Non-stock ------------- ------------- ------------- WIP ------------- ------------- ------------- Slow Moving/Obsolete ------------- ------------- ------------- ------------- ------------- ------------- Other: Prineville ------------- ------------- ------------- Consigned ------------- ------------- ------------- Other:_Returned to vendor ------------ ------------- ------------- ------------- Total Ineligibles ------------- ------------- ------------- Total Eligible Inventory(as of date): ------------ ------------- ------------- ------------- TOTAL INVENTORY 60% 0 ----------- Exhibit C-3 TOTAL AVAILABILITY

Ladies and Gentlemen. As a Lender Bank party to the Credit Agreement, we have agreed with the Company pursuant to Section 11.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided therein, all non-public information identified by the Company as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in said Section 11.12, we are permitted to provide you, as a prospective [holder of a participation in the Loans (as defined in the Credit Agreement)] [assignee LenderBank], with certain of such non-public information subject to the execution and delivery by you, prior to receiving such non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representatives) that (A) such information will not be used by you except in connection with the proposed [participation] [assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided PROVIDED that nothing herein shall limit the disclosure of any such information (i) to the extent required by statute, rule, regulation or judicial process, (ii) to your counsel or to counsel for any of the Lenders Banks or the Confidentiality Agreement 185 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Administrative Agent, (▇▇▇iii) ▇▇ to bank examiners, auditors or accountants, (iv) to the Administrative Agent or any other Lender (or to Chase Securities Inc.)Bank, (v) in connection with any litigation to which you or any one or more of the Lenders Banks or the Administrative Agent are a party, (vi) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Credit Agreement or (vii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in the form hereof; providedPROVIDED, furtherFURTHER, that (x) unless specifically prohibited by applicable law or court order, you agree, prior to disclosure thereof, to notify the Company of any request for disclosure of any such non-public information (A) by any governmental agency or representative thereof (other than any such request in connection with an examination of your financial condition by such governmental agency) or (B) pursuant to legal process and (y) that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [INSERT NAME OF LENDER]BANK] By ------------------------------------ Title: AGREED AS AFORESAID: [INSERT NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] By ------------------------------- Title: EXHIBIT D [Form of Assignment and Acceptance] ASSIGNMENT AND ACCEPTANCE Reference is made to the Credit Agreement, dated as of ____________, 1998 (as modified and supplemented and in effect from time to time, the "CREDIT AGREEMENT"), among Enhance Financial Services Group Inc. (the "COMPANY"), the banks named therein, and Fleet National Bank, as agent for such banks (the "ADMINISTRATIVE AGENT"). Terms defined in the Credit Agreement are used herein as defined therein. ___________________ (the "ASSIGNOR") and ___________________ (the "ASSIGNEE") agree as follows:

Ladies and Gentlemen. As a Lender party to the Credit Bridge Loan Agreement, we have agreed with the Company Borrower pursuant to Section 11.12 of the Credit Bridge Loan Agreement to use reasonable precautions to keep confidential, except as otherwise provided therein, all non-public information identified by the Company as being confidential at the time the same is delivered to us pursuant to the Credit Bridge Loan Agreement. As provided in said Section 11.12, we are permitted to provide you, as a prospective [holder of a participation in the Loans (as defined in the Credit Bridge Loan Agreement)] [assignee Lender], with certain of such non-public information subject to the execution and delivery by you, prior to receiving such non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representativesrepresentatives and for the benefit of us and the Borrower) that (A) such information will not be used by you except in connection with the proposed [participation] [assignmentparticipation][assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that (x) nothing herein shall limit the disclosure of any such information (i) after such information shall have become public (other than through a violation of Section 11.12 of the Bridge Loan Agreement), (ii) to the extent required by statute, rule, regulation or judicial process, (iiiii) to your counsel or to counsel for any of the Lenders or the Confidentiality Agreement 185 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Administrative Agent, (▇▇▇iv) ▇▇ to bank examinersexaminers (or any other regulatory authority or self-regulatory body having jurisdiction over any Lender or the Administrative Agent), or to auditors or accountants, (ivv) to the Administrative Agent or any other Lender (or to Chase Securities Inc.)Lender, (vvi) in connection with any litigation to which you the enforcement of rights or any one or more of remedies under the Lenders or the Administrative Agent are a partyBridge Loan Agreement, (vivii) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Credit Bridge Loan Agreement or (viiviii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in the form hereof; provided, further, that (x) unless specifically prohibited by applicable law or court order, you agree, prior to disclosure thereof, to notify the Company of any request for disclosure of any such non-public information (A) by any governmental agency or representative thereof (other than any such request in connection with an examination of your financial condition by such governmental agency) or (B) pursuant to legal process hereof and (y) that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. If you are a prospective assignee, your obligations under this Confidentiality Agreement shall be superseded by Section 11.12 of the Bridge Loan Agreement on the date upon which you become a Lender under the Bridge Loan Agreement pursuant to Section 5.07 or 11.06(b) thereof. This Confidentiality Agreement shall be governed by, and construed in accordance with, the law of the State of New York without reference to choice of law doctrine. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [INSERT NAME OF LENDER]] By Title: The foregoing is agreed to [INSERT NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] By Title: This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Bridge Loan Agreement identified below (as amended, the “Bridge Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Bridge Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Bridge Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Bridge Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Ladies and Gentlemen. As a Lender party to the Credit Agreement, we have agreed with the Company Borrowers pursuant to Section 11.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided therein, all non-non- public information identified by the Company Borrowers as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in said Section 11.12, we are permitted to provide you, as a prospective [holder of a participation in the Loans (as defined in the Credit Agreement)] [assignee Lender], with certain of such non-public information subject to the execution and delivery by you, prior to receiving such non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representativesrepresentatives and for the benefit of us and the Borrowers) that (A) such information will not be used by you except in connection with the proposed [participation] [assignmentparticipation][assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that (x) nothing -------- herein shall limit the disclosure of any such information (i) after such information shall have become public (other than through a violation of Section 11.12 of the Confidentiality Agreement ------------------------- Credit Agreement), (ii) to the extent required by statute, rule, regulation or judicial process, (iiiii) to your counsel or to counsel for any of the Lenders or the Confidentiality Agreement 185 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Administrative Agent, (▇▇▇iv) ▇▇ to bank examinersexaminers (or any other regulatory authority having jurisdiction over any Lender or the Administrative Agent), or to auditors or accountants, (ivv) to the Administrative Agent or any other Lender (or to Chase Securities Inc.)Lender, (vvi) in connection with any litigation to which you or any one or more of the Lenders or the Administrative Agent are is a party, or in connection with the enforcement of rights or remedies under the Credit Agreement, (vivii) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Credit Agreement or (viiviii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in the form hereof; provided, further, that (x) unless specifically prohibited by applicable law or court order, you agree, prior to disclosure thereof, to notify the Company of any request for disclosure of any such non-public information (A) by any governmental agency or representative thereof (other than any such request in connection with an examination of your financial condition by such governmental agency) or (B) pursuant to legal process hereof and (y) that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [INSERT NAME OF LENDER].