December 31, 2006 Uses in Corporate Existence and Power Clause

Corporate Existence and Power from Credit Agreement

AGREEMENT dated as of April 26, 2007 among THE ESTEE LAUDER COMPANIES INC., ESTEE LAUDER INC., the ELIGIBLE SUBSIDIARIES referred to herein, the LENDERS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK N.A. and BANK OF AMERICA, N.A. as Syndication Agents.

Corporate Existence and Power. Each Obligor is an organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has all requisite powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, except to the extent that the failure to have such licenses, authorizations, consents and approvals could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence and Power from Amended and Restated Credit Agreement

Exhibit A - Note Exhibit B-1 - Opinion of Special Counsel for the Borrower Exhibit B-2 - Opinion of General Counsel of the Borrower Exhibit C - Opinion of Special Counsel for the Administrative Agent Exhibit D - Assignment and Assumption Agreement Exhibit E - Money Market Quote Request Exhibit F - Invitation for Money Market Quotes Exhibit G - Money Market Quote Exhibit H - Closing Certificate

Corporate Existence and Power. The Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of Virginia (or, if another corporation has become the Borrower as permitted by Section 5.9, the laws of its jurisdiction of incorporation). The Borrower has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, except where the failure to have such licenses, authorizations, consents and approvals could not be reasonably expected to result in a Material Adverse Change.