Common use of Break-Up Fee Clause in Contracts

Break-Up Fee. On the date the Petitions are filed (the "Petition Date"), RAG shall file a motion (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval of the Transition Agreement in the form attached hereto as Exhibit B, and the Break-Up Fee (as defined below) on or before the tenth day following the Petition Date. Such motion shall request the UDC's claim for the Break-Up Fee be afforded status as a superpriority administrative claim secured by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto (the "Break-Up Fee Order"). The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements).

Break-Up Fee. On In the event, and only in the event, (i) Buyer is entitled to a return of the Deposit in accordance with Section 11.2 and (ii) all or any portion of the Assets are sold by Seller to any person or legal entity (other than Buyer or its affiliates) pursuant to a final order of the Bankruptcy Court, which transaction or transactions (each, an "Alternative Transaction") closes on or before 90 days after the date the Petitions are filed of this Agreement (such closing for each Alternative Transaction, the "Petition DateAlternative Closing"), RAG shall file then, and, except as otherwise provided herein, Seller agrees (as Buyer's sole and exclusive remedy under this Agreement or otherwise) to pay Buyer a motion one-time "Break-Up Fee" (after consulting herein so called) equal to the lesser of (i) the reasonable out-of-pocket third party expenses incurred by Buyer in connection with this Agreement and obtaining the input from counsel to UDC) seeking a hearing date on approval Buyer's due diligence of the Transition Agreement in Assets and (ii) the form attached hereto as Exhibit Bsum of $100,000.00, and the which Break-Up Fee (as defined below) shall be paid to Buyer at the Alternative Closing, if and only if, an Alternative Closing occurs on or before 90 days after the tenth day following the Petition Date. Such motion shall request the UDC's claim for the Break-Up Fee be afforded status as a superpriority administrative claim secured by a lien on the Reliance Entities' assetsdate hereof. The Bankruptcy Court order approving the Transition Agreement and payment of the Break-Up Fee shall be reasonably satisfactory constitute Buyer's sole and exclusive remedy in form the event an Alternative Closing occurs. In the event the Closing under this Agreement fails to occur for any reason or for no reason and substance the Alternative Closing fails to each Party hereto (occur within 90 days after the "date hereof, for any reason or for no reason, then, no Break-Up Fee Order"or any other payment of any kind whatsoever shall payable to Buyer by Seller. In the event Buyer terminates this Agreement in accordance with Section 7.1 or Section 11.1(e). The Reliance Entities shall pay to UDC a $2,000,000 fee , (the "f) or (g), then, no Break-Up Fee") in Fee or any other payment of any kind whatsoever shall be payable to Buyer by Seller. In the event that after the Bankruptcy Court has entered Seller terminates this Agreement in accordance with Section 11.1, then, no Break-Up Fee or any other payment of any kind whatsoever shall payable to Buyer by Seller. If more than one Alternative Transaction closes, then, only one Break Up Fee shall be paid to Buyer. This Section 11.3 and Seller's obligation to pay the Break-Up Fee Order, (a) RAG and UDC execute and deliver shall survive the Warrant Agreement and (b)(i) UDC terminates the Transition termination of this Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements).

Break-Up Fee. On If the date Company decides not to proceed with the Petitions are filed Placement for any reason (other than the Placement Agent’s failure to complete the Minimum Offering prior to the Minimum Deadline (as defined below) or because the Per Share Purchase Price will be less than $1.00) or if the Placement Agent decides not to proceed with the Placement because of a material breach by the Company of its representations, warranties, or covenants in this Agreement, the Company will be obligated to pay the Placement Agent liquidated damages of $350,000, payable at the Company’s option (the "Petition Date"), RAG shall file a motion (after consulting with and obtaining “Payment Option”) either in cash or in shares of Common Stock valued at the input from counsel to UDC) seeking a hearing date on approval average closing price of the Transition Agreement in Common Stock for the form attached hereto as Exhibit B20 consecutive trading days immediately prior to the decision not to proceed and to reimburse the Placement Agent for the Placement Agent Expenses (collectively, the “Break-Up Fee”); provided, however, that if the Company decides not to proceed with the Placement and either prior thereto or within 90 days thereafter completes a Sale Transaction, the Company shall be obligated to pay the Placement Agent the Break-Up Fee (as defined below) on in cash irregardless of the Per Share Purchase Price or before the tenth day following Placement Agent’s ability to complete the Petition DateMinimum Offering prior to the Minimum Deadline. Such motion The Company must exercise the Payment Option within 24 hours after the decision not to proceed with the Placement. In the event the Company fails to notify the Placement Agent of its option with the 24-hour time period, the method of payment of the break-up fee shall request be at the UDC's claim sole discretion of the Placement Agent. The Placement Agent shall have no liability to the Company for any reason should the Placement Agent choose not to proceed with the Placement. For purposes of the Break-Up Fee only, the closing of the Minimum Offering shall take place no later than (x) two (2) business days after the closing of the Sale Transaction or (y) two (2) business days after the Company notifies the Placement Agent in writing that the Company will not be afforded status as consummating a superpriority administrative claim secured by a lien on Sale Transaction (the Reliance Entities' assets“Minimum Deadline”); provided, however, that in no event shall the Minimum Deadline be earlier than May 24, 2002. The Bankruptcy Court order approving Any amounts the Transition Agreement and Company pays to the Break-Up Fee Placement Agent under this section shall be reasonably satisfactory in form and substance to each Party hereto (the "Break-Up Fee Order"). The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at credited towards any time or the Servicing Agreement prior future fees payable to the effective date of Placement Agent or its affiliates for assisting the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction Company with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements).future transaction

Break-Up Fee. On Seller and Company acknowledges Purchaser has expended, and will expend, considerable sums and time to perform due diligence on Seller and Company and analyze the date the Petitions are filed (the "Petition Date")historical and present operations of Seller and Company. Accordingly, RAG shall file a motion (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval of the Transition Agreement in the form attached hereto as Exhibit Bevent Purchaser is not in default hereunder and is ready, willing, and able to close on the Breakpurchase in the Section 363 Sale, and should Seller and/or Company, as applicable, accept a higher or better offer to sell the Shares or the Assets, as applicable, to another purchaser (“Alternative Purchaser”) which sale is approved by the Bankruptcy Court in the Bankruptcy Proceedings, then, Seller and Company agree that Purchaser shall be entitled to receive Two Million and No/100 Dollars ($2,000,000.00) as a break-Up Fee (as defined below) on or before the tenth day following the Petition Date. Such motion shall request the UDC's claim up fee to reimburse Purchaser for the Break-Up Fee be afforded status as a superpriority administrative claim secured by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement value of its time, costs, and the Break-Up Fee shall be reasonably satisfactory expenses incurred in form and substance to each Party hereto (the "Break-Up Fee Order"). The Reliance Entities shall pay to UDC a $2,000,000 fee connection with this transaction (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the ). The Break-Up Fee Order, (ashall be entitled to status as an administrative expense under Bankruptcy Code section 501(b)(1) RAG and UDC execute and deliver shall be secured by a Lien on the Warrant Agreement and (b)(i) UDC terminates deposit of the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time Alternative Purchaser or the Servicing Agreement prior closing proceeds in the event the transaction with the Alternative Purchaser closes. Any sums becoming payable to Purchaser pursuant to this Section 14.17(b)(iii) shall be paid to Purchaser simultaneously with the effective date of closing to any such Alternative Purchaser approved in the Consensual PlanBankruptcy Proceedings or, as applicable (provided that at if applicable, when the deposit on such time UDC transaction is forfeited. In no event, however, shall any Break Up Fee be payable to Purchaser if no closing occurs with respect to a sale by Seller and/or Company, on the one hand, and the Alternative Purchaser, on the other hand, if the Alternative Purchaser’s deposit related thereto is not then in breach of any of such Agreements); or forfeited (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood and agreed that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Break Up Fee Order, shall only be payable out of either the Reliance Entities terminate sale proceeds or deposit and not the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreementsdebtor’s other assets).. EXECUTION COPY

Break-Up Fee. On the date the Petitions are filed A break-up fee of USD 1.5 million (the "Petition Date"), RAG “Breakup fee”) shall file be paid by Ignis to the Offeror if (1) the Ignis Board adopts a motion (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval of the Transition Agreement in the form attached hereto as Exhibit B, and the Break-Up Fee “Recommendation Change” (as defined below) and (2) the Offer subsequently lapses without any Shares having been purchased by the Offeror thereunder. In addition, if (1) during the period in which the Offer is open for acceptance by Ignis shareholders, any person other than the Offeror makes a public offer or proposal to acquire any Shares and (2) within six months of the date of this Agreement any party other than the Offeror becomes the owner of 51% or more of the total outstanding share capital and voting power of Ignis on or before the tenth day following the Petition Date. Such motion shall request the UDC's claim for the Breaka fully-Up Fee be afforded status as a superpriority administrative claim secured by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto (the "Break-Up Fee Order"). The Reliance Entities diluted basis, Ignis shall pay to UDC the Offeror a $2,000,000 break-up fee (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plansame amount. If a third party announces a Competing Transaction then Ignis shall, as applicable within three business days (provided during which it shall not publicly withdraw or modify the Ignis Board Recommendation), either (i) issue a public statement confirming that at such time UDC the Ignis Board is not then in breach of any of such Agreements); maintaining the Ignis Board Recommendation or (ii) if the Transactions are not consummated solely as a result Ignis Board considers, in good faith, after consultation with its financial adviser and external legal counsel, taking all financial, regulatory and other terms and conditions of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood Competing Transaction (including the ability of the proposing party to consummate the Competing Transaction), that the conditions described Competing Transaction would, from a financial point of view, be more favourable to Ignis’ shareholders than the Offer, within one business day of such determination notify the Offeror and allow the Offeror a period of no less than three business days to advise the Ignis Board in writing that, subject to the public recommendation of the Ignis Board of the amended terms the Offeror is proposing, the Offeror is willing to amend the terms of the Offer and specifying the provisions of such amendment (an “Amended Proposal”). The failure of the Ignis Board to take either of the actions specified in clauses (ai) or (ii) above in this paragraph shall constitute a “Recommendation Change”. If the Ignis Board, not having taken the action specified in clause (i) of the preceding paragraph, shall have taken the action specified in clause (ii) of the preceding paragraph, and within three business days of receipt from the Offeror of an Amended Proposal, fails to notify the Offeror in writing that the Ignis Board, after consultation with its financial adviser and external legal counsel, taking all financial, regulatory and other terms and conditions of the Amended Proposal (b) shall not including the ability of the Offeror to consummate the Amended Proposal), that the Amended Proposal would, from a financial point of view, be satisfied if at least as favourable as the Transactions are not consummated due Competing Transaction to Ignis’ shareholders and has therefore decided to recommend the Amended Proposal provided the Offeror publicly amends the terms of the Offer within three further business days to correspond to the terms of the Matching Offer, such failure of the Ignis Board to so notify the Offeror shall constitute a condition to Closing set forth in paragraph 6 below to have been satisfiedRecommendation Change. UDC shall pay If it is publicly announced that any person (other than pursuant to the Reliance Entities a $2,000,000 fee (Offer) has, since the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Planfirst public announcement of this Agreement, as applicable (provided acquired Shares representing 5% or more of the total outstanding share capital and voting power of Ignis on a fully-diluted basis, the Offeror shall be entitled, within three business days, to require the Ignis Board to issue a public statement confirming that at the Ignis Board is maintaining the Ignis Board Recommendation. If, within a further three business days, the Ignis Board fails to issue such time public statement, its failure to do so shall constitute a Recommendation Change. The Breakup fee shall be payable in cash within 10 business days following the Reliance Entities are not then in breach receipt by Ignis of any a written claim to that effect on the basis of such Agreements)an event that entitles the Offeror to receive the Breakup Fee.

Break-Up Fee. On If (a) WRT breaches in any material respect any of its covenants or obligations under this Commitment Agreement or the date the Petitions are filed Plan, (the "Petition Date")b) WRT reaches an agreement in principle with respect to, RAG shall file accepts a motion (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval of the Transition Agreement in the form attached hereto as Exhibit B, and the Break-Up Fee (as defined below) on or before the tenth day following the Petition Date. Such motion shall request the UDC's claim commitment for the Break-Up Fee be afforded status purchase of, contracts to sell or sells WRT or a material portion of its assets or operations, or, pursuant to a plan of reorganization or otherwise, debt or equity securities of WRT, to any person other than an Extant Bidder, DLB and Wexford or persons approved by DLB and Wexford, or WRT terminates this Commitment Agreement for any reason other than as a superpriority administrative claim secured result of a material breach hereof by DLB and Wexford or (c) a lien on plan of reorganization for WRT other than the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto Plan or a plan proposed solely by an Extant Bidder is confirmed (the collectively, a "Break-Up Fee OrderEvent"). The Reliance Entities , then (x) DLB and Wexford shall have the right to terminate this Commitment Agreement or pursue any other legal remedy hereunder and (y) WRT shall immediately pay to UDC DLB and Wexford, in addition to the reimbursement of out-of-pocket expenses set forth in Section 10.03 hereof, a $2,000,000 fee (the "Break-Up Fee") in the event amount of $700,000, payable following written demand therefor by DLB and Wexford; provided, however, that after the Bankruptcy Court has entered the Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied payable if (x) any of the Transactions are conditions precedent contained in this Commitment Agreement or the Plan is not consummated due to the failure met or (y) DLB and Wexford breaches any of a condition to Closing set forth in paragraph 6 below to have been satisfiedtheir covenants or obligations under this Commitment Agreement. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the The Break-Up Fee Ordershall be an administrative expense claim under Section 503(b)(1)(A) of the Bankruptcy Code payable at the time all other such administrative expenses are paid (other than professional fees and administrative expenses paid in the ordinary course). The Break-Up Fee shall be payable to DLB and Wexford if, and only if, at the Reliance Entities occurrence of the Break- Up Event, DLB and Wexford shall have not theretofore exercised any right or stated its intent to terminate the Transition or not perform its obligations under this Commitment Agreement, except as a consequence of the Servicing failure of WRT to perform its material covenants or obligations under this Commitment Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements).

Break-Up Fee. On Seller agrees if Seller accepts any bid for the date the Petitions are filed Acquired Assets other than from Purchaser (the "Petition Date"including any credit bid made by Lenders), RAG or otherwise enters into any agreement(s) to sell, transfer or assign the Acquired Assets (or stock or other securities of Seller or of any of Seller’s direct or indirect parent companies or subsidiaries or other business combination involving Seller) to any Person other than Purchaser, or Seller fails to consummate this transaction for any reason (other than a material breach by Purchaser of this Agreement), Purchaser shall file be entitled to a motion break-up fee in the amount of 3% (after consulting with and obtaining the input from counsel to UDCthree percent) seeking a hearing date on approval of the Transition Agreement Purchase Price (“Break-Up Fee”) and reimbursement of its out of pocket fees and expenses in an amount not to exceed $50,000 (fifty thousand dollars) (“Expense Reimbursement”), payable by Seller, as consideration of and reimbursement for, among other things, the form attached hereto as Exhibit Bsignificant efforts and funds expended by Purchaser in connection with its possible acquisition of the Acquired Assets. If payable pursuant to this Section 7.3, and the Break-Up Fee and Expense Reimbursement shall be paid by Seller no later than one (as defined below1) on or before the tenth business day following termination of this Agreement pursuant to Section 7.1 above. Notwithstanding anything to the Petition Date. Such motion shall request the UDC's claim for contrary in this Section 7.3, the Break-Up Fee and Expense Reimbursement shall not be afforded status as paid if Purchaser and Seller consummate the Closing on or before January 15, 2004, irrespective of whether Seller had previously accepted a superpriority administrative claim secured by a lien on the Reliance Entities' assetscompeting bid or otherwise. The Break-Up Fee and Expense Reimbursement shall constitute an allowed administrative expense claim in the Bankruptcy Court order approving Case with priority under of a kind specified in sections 503 and 507 of the Transition Agreement Bankruptcy Code. Seller acknowledges that Purchaser would not have invested the effort in negotiating and documenting this proposed transaction and incurred obligations to pay its outside advisors if Purchaser were not entitled to the Break-Up Fee shall be reasonably satisfactory and Expense Reimbursement in form and substance to each Party hereto (accordance with the "Break-Up Fee Order"). The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition terms of this Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements).

Break-Up Fee. On The Debtors hereby acknowledge and agree that the date Backstop Providers have expended, and will continue to expend, considerable time and expense in connection with this Agreement and the Petitions are filed negotiation hereof, and that this Agreement provides substantial value to, is beneficial to, and is necessary to preserve, the Debtors’ estates, and that the Backstop Providers have made a substantial contribution to the Debtors and their estates. If (a) a Competing Transaction Event occurs prior to the Closing, (b) an order, in form and substance reasonably satisfactory to Requisite Backstop Providers, confirming the Plan is not entered by the Bankruptcy Court on or before September 12, 2011, (c) the Effective Date has not occurred by the earlier of (i) October 1, 2011 and (ii) the fifteenth (15th) calendar day following the entry of an order confirming the Plan, in each case unless the order confirming the Plan has not become a Final Order prior to such date, or (d) the Debtors terminate this Agreement pursuant to the exercise of the Fiduciary Out (any of the events described in clauses (a) through (d), so long as no such event is caused by a breach of this Agreement by the Backstop Providers, a “Triggering Event”), at any time prior to the termination of this Agreement and the Backstop Commitments in accordance with the terms hereof (including a termination on account of the occurrence of the Termination Date), then the Debtors will pay to the Non-Defaulting Backstop Providers, within five (5) Business Days of the Triggering Event, a cash fee in the aggregate amount of $1,100,000 (the "Petition Date"“Break-Up Fee”), RAG shall file a motion (after consulting with and obtaining the input from counsel . The Debtors will not be required to UDC) seeking a hearing date on approval of the Transition Agreement in the form attached hereto as Exhibit B, and pay the Break-Up Fee if (as defined belowi) on or before this Agreement and the tenth day following Backstop Commitments are not terminated and (ii) the Petition Datetransactions contemplated by this Agreement, the Plan Support Agreement and the Term Sheets are consummated in accordance with their terms. Such motion shall request the UDC's claim for the The Break-Up Fee (A) shall be afforded status as a superpriority administrative claim secured by a lien deemed earned in full on the Reliance Entities' assetsdate of the occurrence of the Triggering Event, (B) shall be paid to the Non-Defaulting Backstop Providers on a pro rata basis (based on their respective Backstop Commitment Amounts on the Execution Date), and (C) shall be paid without setoff or recoupment and shall not be subject to defense or offset on account of any claim, defense or counterclaim. The Bankruptcy Court order approving the Transition terms set forth in this Section 1.5 shall survive termination of this Agreement and shall remain in full force and effect regardless of whether the transactions contemplated by this Agreement are consummated. The parties acknowledge that the agreements contained in this Section 1.5 are an integral part of the transactions contemplated by this Agreement, are actually necessary to preserve the value of the Debtors’ estates and constitute liquidated damages and not a penalty, and that, without these agreements, the Backstop Providers would not have entered into this Agreement. The Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto (the "payable without Bankruptcy Court review or further Bankruptcy Court order. The Break-Up Fee Order")constitutes an allowed administrative expense against the Debtors’ estates under the Bankruptcy Code. The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing obligations set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") this Section 1.5 are in the event that after the Bankruptcy Court has entered the Break-Up Fee Orderaddition to, and do not limit, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements)Debtors’ obligations under Sections 1.4 and 8 hereof.

Break-Up Fee. On If the Closing does not take place due to the Purchaser not being able to pay the Closing Amount, then the Purchaser shall pay the Sellers the sum of EURO 10 million as liquidated damages (Sw. “vite”). Such payment is to be made regardless of the Losses incurred by the Sellers. The aforesaid liquidated damages are deemed due and payable on the first Business Day following the date the Petitions are filed (the "Petition Date"), RAG shall file a motion (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval of required payment of the Transition Agreement Closing Amount which should have been made in accordance with Clause 7.2; provided, that the form attached hereto as Exhibit BPurchaser shall pay the aforementioned liquidated damages on July 1, and 2004 if the Break-Up Fee (as defined below) Closing has not taken place on or before the tenth day following the Petition Date. Such motion shall request the UDC's claim for the Break-Up Fee be afforded status as a superpriority administrative claim secured by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto (the "Break-Up Fee Order"). The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee OrderJune 30, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated 2004 solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure Purchaser not being able to pay the Closing Amount if all of a condition to Closing the conditions set forth out in paragraph 6 below to Clause 5 have been satisfied. UDC shall pay The Sellers are not entitled to make any claim for Losses in addition to the Reliance Entities a $2,000,000 fee payment required under this Clause 9.5.5 with regard to the Purchaser’s non-ability to pay the Closing Amount and such payment shall be the Sellers’ sole and exclusive remedy, except the Sellers’ right to enforce the waivers and obligations of the Purchaser contained in this Clause 9.5.5. Further, if the Closing does not take place due to the Purchaser not being able to pay the Closing Amount, then the Purchaser hereby waives until June 30, 2006 the Purchaser’s pre-emption rights (but no other rights except as provided in this Clause 9.5.5) under the Scanraff Shareholders’ Agreement, Scanraff’s Articles of Association and the Skandinaviska Raffinaderi Aktiebolaget Scanraff Processing Agreement, dated as of April 17, 2002 (the "Reliance Break-Up Fee") “Scanraff Processing Agreement”), in respect of a sale of the event Scanraff Shares by the Shares Seller to a Third Party. It is further agreed that after the Bankruptcy Court has entered Purchaser’s and Scanraff’s right to withhold consent to the Break-Up Fee Ordersale of any interest in Scanraff, whether directly or indirectly, to any Third Party, including under the Scanraff Shareholders’ Agreement and the Scanraff Processing Agreement, is limited to any sale to any Third Party not having the financial capabilities to fulfill all of its obligations under the aforementioned agreements, including, but not limited to, the Reliance Entities terminate ability to finance its allocable portion of the Transition Isocracker upgrade costs involving the Scanraff refinery and to make all the other required payments as a shareholder in Scanraff. For avoidance of doubt, the Parties acknowledge and agree that even if the Purchaser’s pre-emption rights have been waived pursuant to this Clause 9.5.5, the Purchaser and Scanraff shall continue to retain all of their other rights under the Scanraff Shareholders’ Agreement, Scanraff’s Articles of Association and the Servicing Agreement or this Agreement by written notice after UDC materially breaches Scanraff Processing Agreement. Furthermore, if the Transition Agreement or this Agreement at any time or the Servicing Agreement prior Closing does not take place due to the effective date of Purchaser not being able to pay the Consensual PlanClosing Amount, as applicable (provided then the Purchaser hereby undertakes until June 30, 2006 to use its commercially reasonable efforts in assisting the Sellers to sell the Scanraff Assets and the Scanraff Shares to a Third Party; provided, that such efforts are at such time a de minimis cost, expense or other obligation to the Reliance Entities are not then in breach of any of such Agreements)Purchaser.

Break-Up Fee. On the date the Petitions are filed (the "Petition ------------ Date"), RAG shall file a motion (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval of the Transition Agreement in the form attached hereto as Exhibit B, and the Break-Up Fee (as defined below) on or before the tenth day following the Petition Date. Such motion shall request the that UDC's claim for the Break-Up Fee be afforded status as a superpriority administrative claim secured by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto (the "Break-Up Fee Order"). The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(ib) (i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements).