Common use of Termination Amendment and Waiver Clause in Contracts

Termination Amendment and Waiver. Termination 7.01 (a) Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Acquisition and the other transactions contemplated by this Agreement abandoned at any time prior to the Closing: (i) by mutual written consent of Seller and Purchaser; (ii) by Seller or Purchaser, if the Closing does not occur on or prior to November 30, 2005 (so long as the party seeking to terminate this Agreement pursuant to this Section 7.01(a)(ii) shall not have breached its obligations under this Agreement in any manner that shall have proximately caused the failure to consummate the Acquisition on or before such date); (iii) by Seller or Purchaser, if approval of the Acquisition and the other transactions contemplated hereby shall fail to receive the requisite votes for approval at the Seller EGM; (iv) by Purchaser, if there shall have been a material breach of any of the representations, warranties, agreements or covenants set forth in this Agreement on the part of Seller (provided that, without limiting the generality of the foregoing, any material breach of Section 5.01(a) or any breach of Section 5.02(a) or Section 5.02(c)(i) by Seller shall be deemed a material breach of this Agreement); (v) by Purchaser, if there shall have been a breach of any of the covenants set forth in Section 5.12 on the part of Seller (other than an immaterial breach that does not prejudice Purchaser in any way), or if Seller, through its Board of Directors, shall have failed for any reason to unconditionally and fully recommend approval of the Acquisition and the other transactions contemplated hereby by Seller Shareholders at the Seller EGM; (vi) by Seller, pursuant to Section 5.12(d) (but subject to the conditions thereof); provided that Seller shall not be entitled to terminate this Agreement pursuant to this Section 7.01(a)(vi) if Seller has breached its obligations under Section 5.12 (other than an immaterial breach that does not prejudice Purchaser in any way); and provided further that termination pursuant to this Section 7.01(a)(vi) shall be conditioned upon payment by Seller to Purchaser of Seller Liquidated Damages pursuant to Section 7.03(b); and (vii) by Seller, if there shall have been a material breach of any of the representations, warranties, agreements or covenants set forth in this Agreement on the part of Purchaser.

Termination Amendment and Waiver. Termination 7.01 (a) Notwithstanding anything to the contrary in this Agreement, this Termination . This Agreement may be terminated and the Acquisition and the other transactions Merger contemplated by this Agreement hereby may be abandoned at any time prior to the ClosingEffective Time: (ia) by By mutual written consent of Seller and Purchaser;the Parties; 83 (iib) by Seller By either Parent or Purchaser, the Company if the Closing does Merger shall not occur have been consummated on or prior to November 30before July 31, 2005 (so long as 2018; provided, that the party seeking right to terminate this Agreement pursuant to under this Section 7.01(a)(ii8.1(b) shall not have breached its obligations be available to any Party whose willful failure to fulfill any obligation under this Agreement in any manner that shall have proximately caused has been the cause of, or resulted in, the failure of the Merger to consummate the Acquisition have been consummated on or before such date); (iiic) by Seller By either Parent or Purchaserthe Company, if approval a Governmental Authority shall have issued an Order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Merger; provided, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any Party whose willful failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the issuance of the Acquisition and the other transactions contemplated hereby shall fail to receive the requisite votes for approval at the Seller EGMsuch Order; (ivd) by PurchaserBy Parent, if there shall have been a material breach of (i) any of the representationsrepresentations or warranties of the Company herein (A) is, warrantieson the date hereof, agreements untrue or covenants set forth in inaccurate such that Section 7.2(a) would not be satisfied, or (B) at any time becomes untrue or inaccurate such that Section 7.2(a) would not be satisfied (treating such time as if it were the Effective Time for purposes of this Agreement Section 8.1(d)) or (ii) there has been a breach on the part of Seller the Company of any of its covenants or agreements contained in this Agreement such that Section 7.2(b) would not be satisfied (provided thattreating such time as if it were the Effective Time for purposes of this Section 8.1(d)), without limiting the generality and, in each case of the foregoingforegoing clauses (i) and (ii), any material such breach of Section 5.01(a(if curable) or any breach of Section 5.02(ahas not been cured within fifteen (15) or Section 5.02(c)(i) days after written notice to the Company by Seller Parent; provided, however, that no such cure period shall be deemed required for a material breach which by its nature cannot be cured through the exercise of this Agreement)reasonable efforts or if the Company fails to exercise such reasonable efforts; (ve) by PurchaserBy the Company, if (i) any of the representations or warranties of Parent or Merger Sub here (A) is, on the date hereof, untrue or inaccurate such that Section 7.3(a) would not be satisfied, or (B) at any time becomes untrue or inaccurate such that Section 7.3(a) would not be satisfied (treating such time as if it were the Effective Time for purposes of this Section 8.1(e)) or (ii) there shall have has been a breach of any of the covenants set forth in Section 5.12 on the part of Seller (other than an immaterial breach that does not prejudice Purchaser in any way), Parent or if Seller, through its Board of Directors, shall have failed for any reason to unconditionally and fully recommend approval of the Acquisition and the other transactions contemplated hereby by Seller Shareholders at the Seller EGM; (vi) by Seller, pursuant to Section 5.12(d) (but subject to the conditions thereof); provided that Seller shall not be entitled to terminate this Agreement pursuant to this Section 7.01(a)(vi) if Seller has breached its obligations under Section 5.12 (other than an immaterial breach that does not prejudice Purchaser in any way); and provided further that termination pursuant to this Section 7.01(a)(vi) shall be conditioned upon payment by Seller to Purchaser of Seller Liquidated Damages pursuant to Section 7.03(b); and (vii) by Seller, if there shall have been a material breach Merger Sub of any of the representations, warranties, its covenants or agreements or covenants set forth contained in this Agreement on such that Section 7.3(b) would not be satisfied (treating such time as if it were the part Effective Time for purposes of Purchaserthis Section 8.1(e)), and, in each case of the foregoing clauses (i) and (ii), such breach (if curable) has not been cured within fifteen (15) days after written notice to Parent by the Company; provided, however, that no such cure period shall be required for a breach which by its nature cannot be cured through the exercise of reasonable efforts or if the Parent or Merger Sub, as applicable, fails to exercise such reasonable efforts; or (f) By Parent, prior to the receipt of executed Stockholder Consents and Agreements evidencing the receipt of the Stockholder Approval, if the Stockholder Approval shall not have been obtained by the Written Consent First Deadline.

Termination Amendment and Waiver. Termination 7.01 (a1) Notwithstanding anything to the contrary in this Agreement, this This Agreement may be terminated and the Acquisition and the other transactions contemplated by this Agreement Arrangement may be abandoned at any time prior to the ClosingEffective Time (notwithstanding any approval of this Agreement or the Arrangement Resolution or the Arrangement by the Shareholders and/or the Court): (a) by mutual written agreement of the Parties; (b) by either the Company or the Parent, on its own behalf and on behalf of the Purchaser, if: (i) the Effective Time shall not have occurred on or before the Outside Date, except that the right to terminate this Agreement under this Section 8.1(1)(b)(i) shall not be available to any such Party whose failure (or, in the case of the Parent, the failure of any of the Purchaser or the Parent) to fulfill any of its obligations has been the cause of, or resulted in, the failure of the Effective Time to occur by mutual written consent of Seller and Purchasersuch date; (ii) after the date hereof, there shall be enacted or made any applicable Law (or any such applicable Law shall have been amended) that makes consummation of the Arrangement illegal or otherwise prohibited or enjoins the Company, the Parent or the Purchaser from consummating the Arrangement and such applicable Law (if applicable) or enjoinment shall have become final and non-appealable; or (iii) the Arrangement Resolution shall have failed to receive the requisite vote of the Shareholders for approval at the Company Meeting (including any adjournment or postponement thereof) in accordance with the Interim Order; (c) by Seller or the Parent on its own behalf and on behalf of the Purchaser, if if: (i) prior to obtaining the Closing approval of the Arrangement Resolution by the Shareholders, (i) the Board of Directors shall have withdrawn, withheld, qualified or modified in a manner adverse to the Parent, the Purchaser or the consummation of the Arrangement its recommendation to the Shareholders to vote in favour of the Arrangement, or failed to reconfirm within five business days after request by the Parent its approval and recommendation of the Arrangement or the Arrangement Resolution (it being understood that publicly taking a neutral position or no position with respect to an Acquisition Proposal beyond a period of five business days after public announcement of an Acquisition Proposal shall be considered an adverse modification); (ii) the Board shall have approved or recommended any Acquisition Proposal; (iii) the Company enters into a written agreement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by Section 7.2(3)); or (iv) the Company shall have publicly announced the intention to do any of the foregoing (each of the clauses (i), (ii), (iii) and (iv) above, a “Change in Recommendation”) or the Company breaches Section 7.2 in any material respect; or (ii) subject to Section 7.1(2), a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 6.1 or Section 6.2 not to be satisfied, and such conditions are not satisfied or are incapable of being satisfied by the Outside Date; provided that the Purchaser or the Parent is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 6.1 or Section 6.3 not to be satisfied; or (d) by the Company, if: (i) prior to obtaining the approval of the Arrangement Resolution by the Shareholders, the Board of Directors authorizes the Company, subject to complying with the terms of this Agreement (including the terms of Section 7.2 and payment of the Termination Fee in accordance with Section 7.3), to enter into a written agreement concerning a Superior Proposal; (ii) subject to Section 7.1(2), a breach of any representation or warranty or failure to perform any covenant or agreement on the part of any of the Purchaser or the Parent set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 6.1 or 6.3 not to be satisfied, and such conditions are not satisfied or are incapable of being satisfied by the Outside Date; provided that the Company is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 6.1 or Section 6.2 not to be satisfied; or (iii) the Purchaser does not occur on provide or prior cause to November 30, 2005 be provided the Depositary with sufficient funds to complete the transactions contemplated by the Agreement as required pursuant to Section 2.9; provided that the Company is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 6.1 or 6.2 not to be satisfied. (so long as the party seeking 2) The Party desiring to terminate this Agreement pursuant to this Section 7.01(a)(ii) shall not have breached its obligations under this Agreement in any manner that shall have proximately caused the failure to consummate the Acquisition on or before such date); (iii) by Seller or Purchaser, if approval of the Acquisition and the other transactions contemplated hereby shall fail to receive the requisite votes for approval at the Seller EGM; (iv) by Purchaser, if there shall have been a material breach of any of the representations, warranties, agreements or covenants set forth in this Agreement on the part of Seller (provided that, without limiting the generality of the foregoing, any material breach of Section 5.01(a) or any breach of Section 5.02(a) or Section 5.02(c)(i) by Seller shall be deemed a material breach of this Agreement); (v) by Purchaser, if there shall have been a breach of any of the covenants set forth in Section 5.12 on the part of Seller 8.1 (other than an immaterial breach that does not prejudice Purchaser in any way), or if Seller, through its Board of Directors, shall have failed for any reason to unconditionally and fully recommend approval of the Acquisition and the other transactions contemplated hereby by Seller Shareholders at the Seller EGM; (vi) by Seller, pursuant to Section 5.12(d8.1(1)(a)) (but subject shall give notice of such termination to the conditions thereof); provided that Seller shall not be entitled to terminate this Agreement pursuant to this Section 7.01(a)(vi) if Seller has breached its obligations under Section 5.12 (other than an immaterial breach that does not prejudice Purchaser in any way); and provided further that termination pursuant to this Section 7.01(a)(vi) shall be conditioned upon payment by Seller to Purchaser of Seller Liquidated Damages pursuant to Section 7.03(b); and (vii) by Seller, if there shall have been a material breach of any of the representations, warranties, agreements or covenants set forth in this Agreement on the part of PurchaserParties.

Termination Amendment and Waiver. Termination 7.01 (a) Notwithstanding anything to the contrary in this Agreement, this 10.1 TERMINATION This Agreement may be terminated and the Acquisition and the other transactions contemplated by this Agreement abandoned at any time prior to the ClosingClosing Date: (i) by 10.1.1 By mutual written consent of Seller Buyer and PurchaserSeller; (ii) by 10.1.2 By either Buyer or the Seller or Purchaser, if Closing of the Closing does not occur on or prior to November 30, 2005 (so long as the party seeking to terminate this Agreement pursuant to this Section 7.01(a)(ii) Transaction shall not have breached its obligations under this Agreement in any manner that shall have proximately caused the failure to consummate the Acquisition occurred on or before such dateOctober 31, 1997 (provided the terminating party is not otherwise in material breach of its representations, warranties, covenants or agreements under this Agreement); 10.1.3 By Buyer if any of the conditions specified in Section 9.1 has not been met or waived by Buyer at such time as such condition is no longer capable of satisfaction (iii) provided Buyer is not otherwise in material breach of its representations, warranties, covenants or agreements under this Agreement, which breach is the direct and proximate cause of the failed condition); 10.1.4 By Seller if any of the conditions specified in Section 9.2 has not been met or waived by Seller at such time as such condition is no longer capable of satisfaction (provided neither Seller nor the Company is otherwise in material breach of its respective representations, warranties covenants or Purchaseragreements under this Agreement, if approval which breach is the direct and proximate cause of the Acquisition and the other transactions contemplated hereby shall fail to receive the requisite votes for approval at the Seller EGMfailed condition); (iv) by Purchaser, 10.1.5 By Buyer if there shall have has been a material breach of any of the representations, warranties, agreements or covenants set forth in this Agreement on the part of Seller (provided thator the Company of any representation, without limiting the generality of the foregoingwarranty, any material breach of Section 5.01(a) covenant or any breach of Section 5.02(a) or Section 5.02(c)(i) agreement by Seller shall be deemed or the Company set forth in this Agreement, which breach, if capable of cure, has not been cured within ten (10) business days following receipt by Seller of written notice of such breach; 10.1.6 By Seller if there has been a material breach of this Agreement); (v) by Purchaser, if there shall have been a breach of any of the covenants set forth in Section 5.12 on the part of Seller (other than an immaterial breach that does not prejudice Purchaser in any way), or if Seller, through its Board of Directors, shall have failed for any reason to unconditionally and fully recommend approval of the Acquisition and the other transactions contemplated hereby by Seller Shareholders at the Seller EGM; (vi) by Seller, pursuant to Section 5.12(d) (but subject to the conditions thereof); provided that Seller shall not be entitled to terminate this Agreement pursuant to this Section 7.01(a)(vi) if Seller has breached its obligations under Section 5.12 (other than an immaterial breach that does not prejudice Purchaser in any way); and provided further that termination pursuant to this Section 7.01(a)(vi) shall be conditioned upon payment by Seller to Purchaser of Seller Liquidated Damages pursuant to Section 7.03(b); and (vii) by Seller, if there shall have been a material breach Buyer of any of the representationsrepresentation, warrantieswarranty, agreements covenant or covenants agreement by Buyer set forth in this Agreement on Agreement, which breach, if capable of cure, has not been cured within ten (10) business days following receipt by Buyer of written notice of such breach; 10.1.7 By either Buyer or Seller upon written notice given in compliance with Section 12.3 below if any Governmental Authority of competent jurisdiction shall have issued a final permanent Order enjoining or otherwise prohibiting the part consummation of Purchaserthe Transaction and, in any such case the time for appeal or petition for reconsideration of such Order shall have expired without such appeal or petition being granted.

Termination Amendment and Waiver. Termination 7.01 (a) Notwithstanding anything to the contrary in this Agreement, this 7.1 Termination This Agreement may be terminated and the Acquisition and the other transactions contemplated by this Agreement abandoned at any time prior to the ClosingEffective Time, by action taken or authorized by the Board of Directors, of the terminating party or parties, and except as provided below, whether before or after the requisite approval of the members of the Company: (ia) by mutual written consent duly authorized by the Board of Seller Directors of Parent and Purchaserthe Board of Directors of the Company; (iib) by Seller either the Company or Purchaser, Parent if the Closing does Merger shall not have been consummated by March 31, 2008 (the “End Date”), provided, however, that the right to terminate this Agreement under this Section 7.1(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Merger to occur on or before the End Date and such action or failure to act constitutes a material breach of this Agreement; (c) by either the Company or Parent if a Governmental Entity shall have issued an order, decree or ruling or taken any other action (including the failure to have taken an action), in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger, which order, decree, ruling or other action is final and nonappealable; (d) by either the Company or Parent if the required approval of the Voting Members of the Company contemplated by this Agreement shall not have been obtained by reason of the failure to obtain the required vote at a meeting of the Company Voting Members duly convened therefor or at any adjournment thereof; provided, however, that the right to terminate this Agreement under this Section 7.1(d) shall not be available to the Company where the failure to obtain the Company Voting Member approval shall have been caused by the action or failure to act of the Company and such action or failure to act constitutes a material breach by the Company of this Agreement; (e) by the Company, upon a breach of any representation, warranty, covenant or agreement on the part of Parent set forth in this Agreement, or if any representation or warranty of Parent shall have become untrue, in either case such that the conditions set forth in Section 6.2(a) or Section 6.2(b) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in Parent’s representations and warranties or breach by Parent is curable by Parent prior to November 30the End Date through the exercise of reasonable efforts, 2005 then the Company may not terminate this Agreement under this Section 7.1(e) prior to sixty (so long as 60) days following the party seeking receipt of written notice from the Company to Parent of such breach, provided that Parent continues to exercise all reasonable efforts to cure such breach through such sixty (60) day period (it being understood that the Company may not terminate this Agreement pursuant to this Section 7.01(a)(iiparagraph (e) if it shall not have materially breached its obligations under this Agreement in any manner that shall have proximately caused the failure to consummate the Acquisition on or before if such datebreach by Parent is cured within such sixty (60) day period); (iiif) by Seller or PurchaserParent, if approval of the Acquisition and the other transactions contemplated hereby shall fail to receive the requisite votes for approval at the Seller EGM; (iv) by Purchaser, if there shall have been upon a material breach of any representation, warranty, covenant or agreement on the part of the representations, warranties, agreements or covenants Company set forth in this Agreement on the part of Seller (provided thatAgreement, without limiting the generality or if any representation or warranty of the foregoing, any material breach of Section 5.01(a) or any breach of Section 5.02(a) or Section 5.02(c)(i) by Seller shall be deemed a material breach of this Agreement); (v) by Purchaser, if there Company shall have been a breach of any of become untrue, in either case such that the covenants conditions set forth in Section 5.12 on 6.3(a) or Section 6.3(b) would not be satisfied as of the part time of Seller (other than an immaterial such breach that does not prejudice Purchaser in any way), or if Seller, through its Board as of Directors, the time such representation or warranty shall have failed for any reason to unconditionally become untrue, provided, that if such inaccuracy in the Company’s representations and fully recommend approval of warranties or breach by the Acquisition and Company is curable by the other transactions contemplated hereby by Seller Shareholders at the Seller EGM; (vi) by Seller, pursuant to Section 5.12(d) (but subject Company prior to the conditions thereof); End Date through the exercise of reasonable efforts, then Parent may not terminate this Agreement under this Section 7.1(f) prior to thirty (30) days following the receipt of written notice from Parent to the Company of such breach, provided that Seller shall the Company continues to exercise all reasonable efforts to cure such breach through such thirty (30) day period (it being understood that Parent may not be entitled to terminate this Agreement pursuant to this Section 7.01(a)(viparagraph (i) if Seller has it shall have materially breached its obligations under Section 5.12 this Agreement or if such breach by the Company is cured within such thirty (other than an immaterial breach that does not prejudice Purchaser in any way); and provided further that termination pursuant to this Section 7.01(a)(vi30) shall be conditioned upon payment by Seller to Purchaser of Seller Liquidated Damages pursuant to Section 7.03(bday period); and (viig) by SellerParent (at any time prior to the adoption and approval of this Agreement and the Merger by the required vote of the shareholders of the Company) if (i) the Company’s Board of Directors or any committee thereof shall for any reason have withdrawn or shall have amended or modified in a manner adverse to Parent its recommendation in favor of, the adoption and approval of the Agreement or the approval of the Merger, (ii) the Company shall have failed to include in the Prospectus/Proxy Statement the recommendation of its Board of Directors in favor of the adoption and approval of the Agreement and the approval of the Merger, (iii) the Company’s Board of Directors fails to reaffirm (publicly, if there so requested) its recommendation in favor of the adoption and approval of the Agreement and the approval of the Merger within five (5) calendar days after Parent requests that such recommendation be reaffirmed, (iv) the Company’s Board of Directors or any committee thereof shall have approved or recommended any Acquisition Proposal or Superior Proposal or (v) a tender or exchange offer relating to the Shares shall have been commenced and the Company shall not have sent to its shareholders, within ten (10) business days after such tender or exchange offer is first published, sent or given, a material breach statement disclosing that the Company Board of any Directors recommends rejection of the representations, warranties, agreements such tender or covenants set forth in this Agreement on the part of Purchaserexchange offer.

Termination Amendment and Waiver. 8.01 Termination 7.01 (a) Notwithstanding anything By mutual written agreement of the parties hereto duly authorized by action taken by or on behalf of their respective Boards of Directors; (b) By either the Company or HoldCo upon notification to the contrary in this Agreement, this Agreement may be terminated and non- terminating party by the Acquisition and the other transactions contemplated by this Agreement abandoned at any time prior to the Closingterminating party: (i) at any time after the date which is nine (9) months following December 6, 1998 if the Merger shall not have been consummated on or prior to such date and such failure to consummate the Merger is not caused by mutual a breach of this Agreement by the terminating party; provided, however, that if on such date HoldCo, ScottishPower and the Company and their respective Subsidiaries have not received all of the approvals required in order to satisfy the conditions set forth in Section 7.01(i) but all other conditions to effect the Merger shall be fulfilled or shall be capable of being fulfilled, then, at the option of either HoldCo or the Company (which shall be exercised by written consent notice), the term of Seller and Purchaserthis Agreement shall be extended until the expiration of such date which is eighteen (18) months after December 6, 1998; (ii) if the Company Stockholders' Approval or the ScottishPower Shareholders' Approval shall not be obtained by Seller reason of the failure to obtain the requisite vote upon a vote actually held at a meeting of such stockholders or Purchasershareholders, or any adjournment thereof, called therefor; (iii) if there has been a material breach of any representation, warranty, covenant or agreement on the part of the non-terminating party set forth in this Agreement (determined in all cases as if the terms "material" or "materially" were not included in any such representation or warranty), which breach is not curable or, if curable, has not been cured within thirty (30) days following receipt by the Closing does not occur non- terminating party of notice of such breach from the terminating party which breach, when taken together with any other breaches of representations, warranties, covenants and agreements of the non-terminating party contained in this Agreement, has or would reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole; or (iv) if any court of competent jurisdiction or other competent Governmental or Regulatory Authority shall have issued an order making illegal or otherwise preventing or prohibiting the Merger and such order shall have become final and nonappealable; (c) By the Company upon five (5) days' prior notice to HoldCo if (i) the Board of Directors of the Company determines in good faith, that a failure to terminate this Agreement could reasonably be expected to result in a breach of its fiduciary duties to stockholders imposed by law by reason of an unsolicited bona fide Alternative Proposal meeting the requirements of clauses (B) and (C) of Section 5.07 having been made; provided that (A) The Board of Directors of the Company shall have been advised by outside counsel, that notwithstanding a binding commitment to consummate an agreement of the nature of this Agreement entered into in the proper exercise of its applicable fiduciary duties, and notwithstanding all concessions which may be offered by HoldCo in negotiations entered into pursuant to clause (B) below, a failure to reconsider such commitment as a result of such Alternative Proposal could reasonably be expected to result in a breach of its fiduciary duties to stockholders imposed by law, and (B) prior to November 30any such termination, 2005 (so long the Company shall, and shall cause its respective financial and legal advisors to, negotiate with HoldCo to make such adjustments in the terms and conditions of this Agreement as would enable the party seeking Company to proceed with the transactions contemplated herein on such adjusted terms; and provided further that the Company's ability to terminate this Agreement pursuant to this clause (i) is conditioned upon the prior payment by the Company to HoldCo of any amounts owed by it pursuant to Section 7.01(a)(ii8.02(b); or (ii) the Board of Directors of HoldCo (or any committee thereof) shall not have breached withdrawn or modified in a manner materially adverse to the Company its obligations under approval or recommendation of this Agreement in or the Merger; or (d) By HoldCo if the Board of Directors of the Company (or any manner that committee thereof) (i) shall have proximately caused withdrawn or modified in a manner materially adverse to HoldCo its approval or recommendation of this Agreement or the failure Merger, (ii) shall fail to consummate the Acquisition on reaffirm such approval or before such date); recommendation upon HoldCo's request, (iii) by Seller shall have approved, recommended or Purchaser, if approval taken no position with respect to an Alternative Proposal to the stockholders of the Acquisition and the other transactions contemplated hereby shall fail to receive the requisite votes for approval at the Seller EGM; Company or (iv) by Purchaser, if there shall have been a material breach of resolve to take any of the representations, warranties, agreements or covenants set forth in this Agreement on the part of Seller (provided that, without limiting the generality of the foregoing, any material breach of Section 5.01(a) or any breach of Section 5.02(a) or Section 5.02(c)(i) by Seller shall be deemed a material breach of this Agreement);foregoing actions; or (ve) by Purchaser, By the Company if there shall have has been a breach Change of Control after the Scheme Date and prior to the Effective Time. A "Change of Control" shall occur if any of the covenants set forth following applies: (A) Any "Person", as such term is used in Section 5.12 on Sections 13(d) and 14(d) of the part Exchange Act is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of Seller securities of HoldCo representing 30 percent or more of the combined voting power of HoldCo's outstanding capital stock; (B) the shareholders of HoldCo approve a merger or other consolidation of HoldCo with any other company, other than an immaterial breach that does not prejudice Purchaser a merger or consolidation effected to implement a recapitalization of HoldCo (or similar transaction) in any way), or if Seller, through its Board of Directors, shall have failed for any reason to unconditionally and fully recommend approval which no Person acquires more than 30 percent of the Acquisition combined voting power of HoldCo's then outstanding securities; (C) a tender or exchange offer is made for the ordinary shares of HoldCo (or securities convertible into ordinary shares of HoldCo) and such offer results in a portion of those securities being purchased and the other transactions contemplated hereby by Seller Shareholders at offeror after the Seller EGM; consummation of the offer is the beneficial owner (vi) by Seller, as determined pursuant to Section 5.12(d13(d) (but subject to the conditions thereof); provided that Seller shall not be entitled to terminate this Agreement pursuant to this Section 7.01(a)(vi) if Seller has breached its obligations under Section 5.12 (other than an immaterial breach that does not prejudice Purchaser in any way); and provided further that termination pursuant to this Section 7.01(a)(vi) shall be conditioned upon payment by Seller to Purchaser of Seller Liquidated Damages pursuant to Section 7.03(b); and (vii) by Seller, if there shall have been a material breach of any of the representationsExchange Act), warrantiesdirectly or indirectly, agreements of securities representing at least 30 percent of the voting power of outstanding securities of HoldCo; or covenants set forth in this Agreement on the part (D) HoldCo sells 30 percent or more of Purchaserits shares of ScottishPower to a buyer that is not a member of HoldCo controlled group of corporations.

Termination Amendment and Waiver. Termination 7.01 (a) Notwithstanding anything to the contrary 9.1 Termination Except as provided in this AgreementSection 9.2 below, this Agreement may be terminated and the Acquisition and the other transactions contemplated by this Agreement Merger abandoned at any time prior to the ClosingClosing Date: (ia) by mutual written consent duly authorized by the Board of Seller Directors of the Company and PurchaserParent; (iib) by Seller either Parent or Purchaser, if the Company if: (i) the Closing does Date has not occurred by November 15, 2000 (provided that the right to terminate this Agreement under this clause 9.1(b)(i) shall not be available to any party whose willful failure to fulfill any obligation hereunder has been the cause of, or resulted in, the failure of the Effective Time to occur on or prior to November 30before such date and such action or failure constitutes a breach of this Agreement); (ii) there shall be a final nonappealable order of a federal or state court in effect preventing consummation of the Merger (provided, 2005 (so long as that the party seeking to terminate this Agreement pursuant to under this Section 7.01(a)(iiclause 9.1(b)(ii) shall have used all best commercial efforts to remove such order; or (iii) there shall be any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger by any Governmental Entity that would make consummation of the Merger illegal; (c) by Parent if there shall be any action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger, by any Governmental Entity, which would: (i) prohibit Parent's or the Company's ownership or operation of any material portion of the business of the Company or (ii) compel Parent or the Company to dispose of or hold separate, as a result of the Merger, any material portion of the business or assets of the Company or Parent; (d) by Parent if it is not have breached in material breach of its obligations under this Agreement in any manner that shall have proximately caused the failure to consummate the Acquisition on or before such date); (iii) by Seller or Purchaser, if approval of the Acquisition and the other transactions contemplated hereby shall fail to receive the requisite votes for approval at the Seller EGM; (iv) by Purchaser, if there shall have has been a material breach of any of the representationsrepresentation, warrantieswarranty, agreements covenant or covenants set forth agreement contained in this Agreement on the part of Seller (provided that, without limiting the generality Company and as a result of such breach the foregoing, any material breach of Section 5.01(a) or any breach of Section 5.02(a) or Section 5.02(c)(i) by Seller shall be deemed a material breach of this Agreement); (v) by Purchaser, if there shall have been a breach of any of the covenants conditions set forth in Section 5.12 on the part of Seller (other than an immaterial breach that does not prejudice Purchaser in any way7.3(a) or 7.3(b), or as the case may be, would not then be satisfied; provided, however, that if Sellersuch breach is curable by the Company prior to November, 2000 through its Board the exercise of Directors, shall have failed for any reason to unconditionally and fully recommend approval of the Acquisition and the other transactions contemplated hereby by Seller Shareholders at the Seller EGM; (vi) by Seller, pursuant to Section 5.12(d) (but subject to the conditions thereof); provided that Seller shall not be entitled to terminate this Agreement pursuant to this Section 7.01(a)(vi) if Seller has breached its obligations under Section 5.12 (other than an immaterial breach that does not prejudice Purchaser in any way); and provided further that termination pursuant to this Section 7.01(a)(vi) shall be conditioned upon payment by Seller to Purchaser of Seller Liquidated Damages pursuant to Section 7.03(b); and (vii) by Seller, if there shall have been a material breach of any of the representations, warranties, agreements or covenants set forth in this Agreement on the part of Purchaser.its

Termination Amendment and Waiver. Termination 7.01 (a) Notwithstanding anything 7.1 Termination Prior to the contrary in this Agreement, this First Closing This Agreement may be terminated and the Acquisition and the other transactions contemplated by this Agreement abandoned ---------------------------------- at any time prior to the First Closing: (a) by mutual consent of CHP and HT; (b) by either CHP or HT: (i) in the event of a breach by mutual the other party of any representation, warranty, covenant or agreement contained in this Agreement which cannot be or has not been cured within 40 days (the "Cure Period") ----------- following receipt by the breaching party of written consent notice of Seller and Purchasersuch breach, or failure of the breaching party to promptly use reasonable efforts to cure such breach after receipt of such written notice of such breach; (ii) if a court of competent jurisdiction or other Governmental Entity shall have issued an order, decree, or ruling or taken any other action (with respect to which order, decree, or ruling CHP, HLP and HT shall use their best efforts to cause to be set aside), in each case permanently restraining, enjoining, or otherwise prohibiting the transactions contemplated by Seller this Agreement or Purchaserthe Transaction Documents, and such order, decree, ruling, or other action shall have become final and nonappealable; or (iii) if the First Closing does shall not have occurred by 5:00 p.m., Eastern time on the date immediately following 120 days after the date hereof; provided, however, that the right to terminate this Agreement under this clause (iii) shall not be available to any party whose breach of this Agreement has been the cause of, or resulted in, the failure of the First Closing to occur on or prior to November 30, 2005 before such date; (so long as c) by CHP: upon the occurrence of an event described in Section 5.2(p) (No Material Adverse Effect); The right of any party seeking hereto to terminate this Agreement pursuant to this Section 7.01(a)(ii) 7.1 shall not have breached its obligations under this Agreement remain operative and in any manner that shall have proximately caused the failure to consummate the Acquisition on or before such date); (iii) by Seller or Purchaser, if approval of the Acquisition full force and the other transactions contemplated hereby shall fail to receive the requisite votes for approval at the Seller EGM; (iv) by Purchaser, if there shall have been a material breach effect regardless of any investigation made by or on behalf of the representations, warranties, agreements or covenants set forth in this Agreement on the part of Seller (provided that, without limiting the generality of the foregoingany party hereto, any material breach of Section 5.01(a) Person controlling any such party, or any breach of Section 5.02(a) their respective officers, directors, trustees, employees, accountants, consultants, legal counsel, agents, or Section 5.02(c)(i) by Seller shall be deemed other representatives whether prior to or after the execution of this Agreement. Notwithstanding anything in the foregoing to the contrary, a party that is in material breach of this Agreement); (v) by Purchaser, if there shall have been a breach of any of the covenants set forth in Section 5.12 on the part of Seller (other than an immaterial breach that does not prejudice Purchaser in any way), or if Seller, through its Board of Directors, shall have failed for any reason to unconditionally and fully recommend approval of the Acquisition and the other transactions contemplated hereby by Seller Shareholders at the Seller EGM; (vi) by Seller, pursuant to Section 5.12(d) (but subject to the conditions thereof); provided that Seller Agreement shall not be entitled to terminate this Agreement pursuant to this Section 7.01(a)(vi) if Seller has breached its obligations under Section 5.12 (other than an immaterial breach that does not prejudice Purchaser except, in any way); and provided further that termination pursuant to this Section 7.01(a)(vi) shall be conditioned upon payment the case of a default by Seller to Purchaser HT or HLP, with the consent of Seller Liquidated Damages pursuant to Section 7.03(b); and (vii) CHP, or in the case of a default by SellerCHP, if there shall have been a material breach with the consent of any of the representations, warranties, agreements or covenants set forth in this Agreement on the part of PurchaserHT.

Termination Amendment and Waiver. Termination 7.01 (a) Notwithstanding anything to the contrary Termination Except as provided in this AgreementSection 8.2, this Agreement may be terminated and the Acquisition and the other transactions contemplated by this Agreement abandoned at any time prior to the Closing: Closing Date: by mutual agreement of the Company and Acquirer; by Acquirer or the Company if: (i) by mutual written consent of Seller and Purchaser; (ii) by Seller or Purchaser, if the Closing does has not occur occurred before 5:00 p.m. (Pacific Time) on or prior to November 30March 1, 2005 2008 (so long as provided, however, that the party seeking right to terminate this Agreement pursuant to under this Section 7.01(a)(ii8.1(b)(i) shall not have breached its obligations under this Agreement be available to any party whose action or failure to act has been a principal cause of or resulted in any manner that shall have proximately caused the failure of any obligation hereunder to consummate the Acquisition occur on or before such datedate and such action or failure to act constitutes a curable material breach of this Agreement); ; (ii) there shall be a final nonappealable order of a federal or state court in effect preventing consummation of the Acquisition; or (iii) there shall be any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Acquisition by Seller any Governmental or Purchaser, if approval Regulatory Authority that would make consummation of the Acquisition and the other transactions contemplated hereby shall fail to receive the requisite votes for approval at the Seller EGM; (iv) illegal; by Purchaser, Acquirer if there shall have been be any action taken, or any Law or Order enacted, promulgated or issued or deemed applicable to the Acquisition, by any Governmental or Regulatory Authority, that would (A) prohibit Acquirer's ownership or operation of all or any portion of the Business or (B) compel Acquirer to dispose of or hold separate all or any portion of the assets of the Business as a result of the Acquisition; by Acquirer if it is not in material breach of any of the its representations, warranties, covenants and agreements under this Agreement which are capable of being cured and there has been a breach of any representation, warranty, covenant or covenants set forth agreement contained in this Agreement on the part of Seller the Company and (provided i) the Company is not using its reasonable efforts to cure such breach, or has not cured such breach within thirty (30) days, after notice of such breach to the Company (provided, however, that, without limiting the generality no cure period shall be required for a breach which by its nature cannot be cured) and (ii) as a result of such breach any of the foregoingconditions set forth in Section 7.1 or Section 7.3, any as the case may be, would not be satisfied prior to the Closing Date; or by the Company if it is not in material breach of Section 5.01(a) or any breach its representations, warranties, covenants and agreements under this Agreement which are capable of Section 5.02(a) or Section 5.02(c)(i) by Seller shall be deemed a material breach of this Agreement); (v) by Purchaser, if being cured and there shall have has been a breach of any of the covenants set forth in Section 5.12 on the part of Seller (other than an immaterial breach that does not prejudice Purchaser in any way)representation, warranty, covenant or if Seller, through its Board of Directors, shall have failed for any reason to unconditionally and fully recommend approval of the Acquisition and the other transactions contemplated hereby by Seller Shareholders at the Seller EGM; (vi) by Seller, pursuant to Section 5.12(d) (but subject to the conditions thereof); provided that Seller shall not be entitled to terminate this Agreement pursuant to this Section 7.01(a)(vi) if Seller has breached its obligations under Section 5.12 (other than an immaterial breach that does not prejudice Purchaser in any way); and provided further that termination pursuant to this Section 7.01(a)(vi) shall be conditioned upon payment by Seller to Purchaser of Seller Liquidated Damages pursuant to Section 7.03(b); and (vii) by Seller, if there shall have been a material breach of any of the representations, warranties, agreements or covenants set forth agreement contained in this Agreement on the part of PurchaserAcquirer and (i) Acquirer is not using its reasonable efforts to cure such breach, or has not cured such breach within thirty (30) days, after notice of such breach to Acquirer (provided, however, that no cure period shall be required for a breach which by its nature cannot be cured), and (ii) as a result of such breach any of the conditions set forth in Section 7.1 or Section 7.2, as the case may be, would not be satisfied as of the Closing Date.

Termination Amendment and Waiver. Termination 7.01 (a) Notwithstanding anything to TERMINATION - This Agreement shall terminate at the contrary in this Agreement, this Agreement Effective Time and may be earlier terminated and the Acquisition and the other transactions contemplated by this Agreement abandoned at any time prior to the Closing: Effective Time: by the Corporation or the Purchaser if any court of competent jurisdiction or other governmental body located or having jurisdiction within Canada or the United States, shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Offer and such order, decree, ruling or other action is or shall have become final and nonappealable; PROVIDED that such right of termination shall not be available to any party if such party shall have failed to make reasonable efforts to prevent or contest the imposition of such injunction or action and such failure materially contributed to such imposition; by the Corporation if the Offer has not been made by the date required in paragraph 1.1(a) hereof; the Offer (or any amendment thereto other than as specifically contemplated by Schedule "A" hereto) does not conform in all material respects with the description in Schedule "A"; or Common Shares deposited under the Offer have not, for any reason whatsoever been taken up and paid for on or before the earlier of (A) May 26, 1997, and (B) 90 days after the date of mailing of the Offer to Shareholders of the Corporation. by the Purchaser if (i) by mutual written consent of Seller and Purchaser; the Offer has been terminated, withdrawn or otherwise expires in accordance with its terms; or (ii) by Seller or Purchaser, if the Closing does not occur on or prior to November 30, 2005 (so long as the party seeking to terminate this Agreement pursuant to this Section 7.01(a)(ii) shall not have breached its obligations under this Agreement in any manner that shall have proximately caused the failure to consummate the Acquisition on or before such date); (iii) by Seller or Purchaser, if approval of the Acquisition and the other transactions contemplated hereby shall fail to receive the requisite votes for approval at the Seller EGM; (iv) by Purchaser, if there shall have been a material breach of any of the representations, warranties, agreements representation or covenants set forth in this Agreement warranty on the part of Seller (provided thatthe Corporation contained herein; for this purpose, without limiting the generality of the foregoing, any material breach of Section 5.01(a) or any breach of Section 5.02(a) or Section 5.02(c)(i) by Seller shall be deemed a material breach of this Agreement); is a breach that, individually or in the aggregate, constitutes a Material Adverse Effect; (viii) by Purchaser, if there shall have been a breach of any of the covenants set forth in Section 5.12 covenant or agreement on the part of Seller the Corporation contained herein which individually or in the aggregate, constitutes a Material Adverse Effect (other PROVIDED that in such case the Purchaser shall give not less than an immaterial five days prior notice to allow the Corporation to cure any breach that does not prejudice Purchaser in any waybefore exercising its right of termination), ; or if Seller, through its (iv) the Board of Directors, shall have failed for any reason to unconditionally and fully recommend approval withdrawn or modified (including by amendment of the Acquisition and Directors' Circular) in a manner determined by the other Purchaser to be adverse to the Purchaser or the Offeror its approval or recommendation of the Offer, this Agreement or the transactions contemplated hereby or by Seller Shareholders at the Seller EGM; (vi) by SellerLock-Up Agreements or shall have approved or recommended a Transaction Proposal, pursuant or shall have resolved to Section 5.12(d) (but subject to effect any of the conditions thereof); provided that Seller shall not be entitled to terminate foregoing. EFFECT OF TERMINATION - In the event of the termination of this Agreement pursuant to Section 5.1, this Section 7.01(a)(vi) Agreement shall forthwith become void and there shall be no liability on the part of any party hereto; PROVIDED, HOWEVER, that nothing herein shall relieve any party from liability for any breach of any provision of this Agreement which occurred on or before the date of such termination. Notwithstanding the foregoing, if Seller has breached its this Agreement is terminated, the Corporation shall remain liable to the Purchaser pursuant to section 5.3. The termination of this Agreement shall not affect the obligations of the parties under Section 5.12 (the Confidentiality Agreement. FEES AND EXPENSES - Provided that the Offer is made and is not withdrawn or allowed to expire, other than an immaterial breach that does not prejudice as a result of the failure to satisfy any of the conditions set forth in section 3 of Schedule "A" hereto, and a Transaction Proposal is announced, commenced or made at any time prior to 90 days after the date of mailing the Offer to the shareholders of the Corporation and is thereafter completed (whether before or after the ninetieth day after the date of mailing the Offer to the shareholders of the Corporation) the Corporation will pay to the Purchaser forthwith upon the completion of such Transaction Proposal a fee of $5,000,000. Except as otherwise set forth in this section 5.3, each party shall bear its own expenses in connection with this Agreement and the transactions contemplated hereby. WAIVER - At any way); and provided further that termination pursuant time prior to this Section 7.01(a)(vithe Effective Time, any party hereto may (a) shall be conditioned upon payment by Seller to Purchaser of Seller Liquidated Damages pursuant to Section 7.03(b); and (vii) by Seller, if there shall have been a material breach extend the time for the performance of any of the representationsobligations or other acts of the other parties hereto, warranties, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or covenants conditions contained herein. Any such extension or waiver shall be valid if set forth in this Agreement on an instrument in writing signed by the part of Purchaser.party or parties to be bound thereby. ARTICLE GENERAL PROVISIONS

Termination Amendment and Waiver. Termination 7.01 (a) Notwithstanding anything to the contrary in this Agreement, this This Agreement may be terminated and the Acquisition and the other transactions contemplated by this Agreement abandoned notice in writing: (a) at any time prior to the ClosingEffective Date by mutual consent of the Parent and the Company; (b) by the Offeror, if any condition to amending the Arcelor Offer and mailing the Amendment set forth in Section 2.1(f) is not satisfied or waived by the Offer Deadline (other than as a result of the Offeror’s default hereunder); (c) by the Offeror, if any condition of the Offer set forth in Schedule A is not satisfied or waived by the Expiry Date; (d) by the Offeror, at any time if: (i) the Company shall have breached any of its representations and warranties that are qualified by mutual written consent a reference to a Company Material Adverse Effect, or if any such representations or warranties shall have become untrue or incorrect after the date hereof (except to the extent that the knowledge of Seller the Offeror at the date hereof has identified the untruth or incorrectness of such representations and Purchaser;warranties at or prior to the date hereof); or (ii) by Seller the Company shall have breached in any material respect any of its other representations and warranties, covenants or Purchaserother agreements contained in this Agreement, or if any such representations or warranties shall in any material respects have become untrue or incorrect after the Closing does not occur on date hereof (except to the extent that the knowledge of the Offeror at the date hereof has identified the untruth or incorrectness of such representations and warranties at or prior to November 30, 2005 (so long as the party seeking to terminate this Agreement pursuant to this Section 7.01(a)(ii) shall not have breached its obligations under this Agreement in any manner that shall have proximately caused the failure to consummate the Acquisition on or before such datedate hereof); (iiie) by Seller the Offeror, at any time if the Company is in default of any covenant or Purchaser, if approval obligation under this Agreement and such default is reasonably likely to prevent or materially delay consummation of the Acquisition and the other transactions contemplated hereby shall fail to receive the requisite votes for approval at the Seller EGMby this Agreement; (ivf) by Purchaser, the Company at any time if there shall have been a material either the Parent or Bidco is in breach of any of its representations or warranties or in default of any covenant or obligation under this Agreement and such breach or default has had or is reasonably likely to have a Parent Material Adverse Effect, or is reasonably likely to prevent or materially delay consummation of the representationstransactions contemplated by this Agreement; (g) by the Company, warrantiesif the Offeror has not taken up and paid for at least 66 2/3% of the outstanding Common Shares (on a fully diluted basis) under the Offer within 75 days after the date the Amendment is mailed to substantially all of the Shareholders, agreements otherwise than as a result of the breach by the Company of any covenant or covenants set forth obligation under this Agreement or as a result of any representation or warranty of the Company in this Agreement being untrue or incorrect in any material respect; provided, however, that if the Offeror’s take-up and payment for Securities deposited under the Offer is delayed by (i) an injunction or order made by a court or regulatory authority of competent jurisdiction, or (ii) the Offeror not having obtained any regulatory waiver, consent or approval which is necessary to permit the Offeror to take up and pay for Securities deposited under the Offer, then, provided that such injunction or order is being contested or appealed or such regulatory waiver, consent or approval is being actively sought, as applicable, this Agreement shall not be terminated by the Company pursuant to this Subsection 6.1(g) until the earlier of (i) 120 days after the date the Amendment is mailed to substantially all of the Shareholders and (ii) the fifth business day following the date on which such injunction or order ceases to be in effect or such waiver, consent or approval is obtained, as applicable; (h) by the part Offeror if: (i) the Board of Seller Directors withdraws, modifies or changes its recommendation in favour of the Offer in a manner adverse to the Offeror; or (ii) the Board of Directors approves or recommends acceptance of an Acquisition Proposal; (iii) the Board of Directors does not reaffirm its recommendation in favour of the Offer to the Shareholders in a press release or directors’ circular within 15 days after the public announcement or commencement of an Acquisition Proposal; or (iv) the Company fails to take any action required under Section 2.4(d) of this Agreement with respect to the Shareholder Rights Plan to defer the separation time of the Rights or to allow the timely completion of the Offer; (i) by either the Offeror or the Company (provided that, without limiting immediately prior to any such termination by the generality Company, the Company has paid to the Parent the Arcelor Break Fee) , if the Offeror has been notified in writing by the Company of a Proposed Agreement in accordance with Subsection 7.1(e) and: (i) the Offeror does not deliver an amended Offer within five business days of delivery of the foregoingProposed Agreement to the Offeror; or (ii) the Board of Directors determines, any material breach acting in good faith and in the proper discharge of Section 5.01(a) or any breach of Section 5.02(a) or Section 5.02(c)(i) by Seller shall its fiduciary duties, that the Acquisition Proposal provided in the Proposed Agreement continues to be deemed a material breach of this Agreement); (v) by Purchaser, if there shall have been a breach of any Superior Proposal in comparison to the amended Offer of the covenants set forth in Section 5.12 on the part of Seller (other than an immaterial breach that does not prejudice Purchaser in any way), or if Seller, through its Board of Directors, shall have failed for any reason to unconditionally and fully recommend approval of the Acquisition and the other transactions contemplated hereby by Seller Shareholders at the Seller EGM; (vi) by Seller, pursuant to Section 5.12(d) (but subject to the conditions thereof); provided that Seller shall not be entitled to terminate this Agreement pursuant to this Section 7.01(a)(vi) if Seller has breached its obligations under Section 5.12 (other than an immaterial breach that does not prejudice Purchaser in any way); and provided further that termination pursuant to this Section 7.01(a)(vi) shall be conditioned upon payment by Seller to Purchaser of Seller Liquidated Damages pursuant to Section 7.03(b)Offeror; and (viij) by Sellerthe Company, if there shall have been a material breach of any of the representations, warranties, agreements or covenants set forth in this Agreement on Offeror does not amend the part of PurchaserOffer and mail the Amendment by the Offer Deadline.

Termination Amendment and Waiver. Termination 7.01 (a) Notwithstanding anything to the contrary in this Agreement, this SECTION 9.01. TERMINATION This Agreement may be terminated and the Acquisition and the other transactions contemplated by this Agreement abandoned at any time prior to the Closing: (ia) by mutual written consent of Seller and Purchaser; (ii) by Seller either the Company or Purchaser, the Purchaser if the Closing does shall not have occurred by June 1, 2004; provided, however, that the right to terminate this Agreement under this SECTION 9.01(a) shall not be available to (i) the Company if its or any of the Sellers' failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to November 30such date or (ii) the Purchaser if Parent's or the Purchaser's failure to fulfill any obligation under this Agreement shall have been the cause of, 2005 or shall have resulted in, the failure of the Closing to occur on or prior to such date; (so long as b) by the party seeking Company if Parent or the Purchaser shall have breached in any material respect any of their representations, warranties, covenants or other agreements contained in this Agreement which would give rise to the failure of a condition set forth in ARTICLE VII, which breach cannot be or has not been cured within 30 days after the giving of written notice by the Company to Purchaser specifying such breach; (c) by the Purchaser if any of the Sellers or the Company shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement which would give rise to the failure of a condition set forth in ARTICLE VII, which breach cannot be or has not been cured within 30 days after the giving of written notice by the Purchaser to such breaching Party and the Company specifying such breach; (d) by either the Purchaser or the Company if there shall be any Governmental Order that is final and non-appealable preventing the consummation of the transactions contemplated by this Agreement and the Escrow Agreement; provided, however, that the right to terminate this Agreement pursuant to under this Section 7.01(a)(iiSECTION 9.01(d) shall not have breached be available to (i) the Company if its obligations or any of the Sellers' failure to fulfill any obligation under this Agreement in any manner that shall have proximately caused the failure to consummate the Acquisition on or before such date); (iii) by Seller or Purchaser, if approval of the Acquisition and the other transactions contemplated hereby shall fail to receive the requisite votes for approval at the Seller EGM; (iv) by Purchaser, if there shall have been the cause of, or shall have resulted in, such Governmental Order or (ii) the Purchaser if Parent's or the Purchaser's failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, such Governmental Order; or (e) by the mutual written consent of the Company and the Purchaser. SECTION 9.02. EFFECT OF TERMINATION In the event of termination of this Agreement as provided in SECTION 9.01, this Agreement shall forthwith become void and there shall be no liability on the part of either Party except (a) that the provisions of ARTICLE X shall survive such termination and (b) that nothing herein shall relieve any Party from liability for any breach of this Agreement. SECTION 9.03. AMENDMENT This Agreement may not be amended or modified except (a) by an instrument in writing signed by the Parties, if on or prior to the Closing, or by the Purchaser, on the one hand, and the Sellers' Representative, on the other hand, if following the Closing, or (b) by a material breach waiver in accordance with SECTION 9.04. SECTION 9.04. WAIVER The Parent and the Purchaser and (following the Closing) the Company, on the one hand, and the Sellers and (prior to the Closing) the Company, on the other hand, may (a) extend the time for the performance of any of the representationsobligations or other acts of the other Parties, warranties, (b) waive any inaccuracies in the representations and warranties of the other Parties contained herein or in any document delivered by the other Parties pursuant hereto or (c) waive compliance with any of the agreements of the other Parties or covenants conditions to such Parties' obligations contained herein. Any such extension or waiver shall be valid only if set forth in this Agreement an instrument in writing signed, on the part one hand, by the Purchaser and, on the other hand, by the Company, if prior to the Closing, or by the Sellers' Representative, if following the Closing. Any waiver of Seller (provided that, without limiting the generality any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the foregoingsame term or condition, or a waiver of any material breach of Section 5.01(a) other term or any breach of Section 5.02(a) or Section 5.02(c)(i) by Seller shall be deemed a material breach condition of this Agreement); (v) by Purchaser, if there . The failure of any Party to assert any of its rights hereunder shall have been not constitute a breach waiver of any of the covenants set forth in Section 5.12 on the part of Seller (other than an immaterial breach that does not prejudice Purchaser in any way), or if Seller, through its Board of Directors, shall have failed for any reason to unconditionally and fully recommend approval of the Acquisition and the other transactions contemplated hereby by Seller Shareholders at the Seller EGM; (vi) by Seller, pursuant to Section 5.12(d) (but subject to the conditions thereof); provided that Seller shall not be entitled to terminate this Agreement pursuant to this Section 7.01(a)(vi) if Seller has breached its obligations under Section 5.12 (other than an immaterial breach that does not prejudice Purchaser in any way); and provided further that termination pursuant to this Section 7.01(a)(vi) shall be conditioned upon payment by Seller to Purchaser of Seller Liquidated Damages pursuant to Section 7.03(b); and (vii) by Seller, if there shall have been a material breach of any of the representations, warranties, agreements or covenants set forth in this Agreement on the part of Purchasersuch rights.

Termination Amendment and Waiver. Termination 7.01 (a) Notwithstanding anything to the contrary in this Agreement, this Termination of Agreement . This Agreement may be terminated and the Acquisition and the other transactions contemplated by this Agreement Closing may be abandoned at any time prior to the Closing: (ia) by the mutual written consent of Seller and Purchaser; (iib) by Seller or Purchaser, upon prior written notice to the other party, if the Closing does shall not occur on or have occurred prior to November 30the date that is eighteen (18) months after the date of this Agreement (the “Termination Date”); provided, 2005 (so long as that the party seeking right to terminate this Agreement pursuant to this Section 7.01(a)(ii10.01(b) shall not have breached its obligations under be available to any party whose material breach of any representation, warranty, covenant or agreement in this Agreement in any manner that shall have proximately caused the failure Closing not to consummate the Acquisition occur on or before such date)prior to the Termination Date; (iiic) by Seller or Purchasereither party, upon prior written notice to the other party, if approval (i) any applicable Governmental Authority in a Specified Jurisdiction shall have issued an order, decree or ruling or taken any other action which permanently restrains, enjoins or otherwise precludes the consummation of the Acquisition and the such order, decree, ruling or other transactions contemplated hereby shall fail to receive the requisite votes for approval at the Seller EGM; (iv) by Purchaser, if there action shall have been a material breach of any of become final and non-appealable; provided, that the representations, warranties, agreements or covenants set forth in this Agreement on the part of Seller (provided that, without limiting the generality of the foregoing, any material breach of Section 5.01(a) or any breach of Section 5.02(a) or Section 5.02(c)(i) by Seller shall be deemed a material breach of this Agreement); (v) by Purchaser, if there shall have been a breach of any of the covenants set forth in Section 5.12 on the part of Seller (other than an immaterial breach that does not prejudice Purchaser in any way), or if Seller, through its Board of Directors, shall have failed for any reason to unconditionally and fully recommend approval of the Acquisition and the other transactions contemplated hereby by Seller Shareholders at the Seller EGM; (vi) by Seller, pursuant to Section 5.12(d) (but subject to the conditions thereof); provided that Seller shall not be entitled right to terminate this Agreement pursuant to this Section 7.01(a)(vi10.01(c)(i) shall not be available to any party whose material breach of any representation, warranty, covenant or agreement in this Agreement resulted in any such order, decree, ruling or action; or (ii) a Governmental Authority shall have enacted a Law that prohibits or makes illegal the consummation of the Acquisition. (d) by Purchaser, if Seller shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 9.02(a) or Section 9.02(b) and (ii) (A) cannot be cured by the Termination Date or (B) if Seller has breached its obligations under Section 5.12 capable of being cured, such breach or failure shall not have been cured within the earlier of (other than an immaterial I) thirty (30) days following receipt of written notice (which notice shall specify in reasonable detail the nature of such breach that does or failure and Purchaser’s intention to terminate this Agreement if such breach or failure is not prejudice cured) from Purchaser of such breach or failure and (II) one (1) Business Day prior to the earlier of the Termination Date and the date on which this Agreement may otherwise be terminated by Purchaser in any way)accordance with Section 10.01; and provided further provided, that termination Purchaser shall not have the right to terminate this Agreement pursuant to this Section 7.01(a)(vi10.01(d) shall be conditioned upon payment by Seller to Purchaser if it is then in breach of Seller Liquidated Damages pursuant to any representations, warranties, covenants or other agreements contained in this Agreement that would result in a failure of a condition set forth in Section 7.03(b)9.01; andor (viie) by Seller, if there Purchaser shall have been a material breach of breached or failed to perform any of the its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 9.01(a) or Section 9.01(b) and (ii) (A) cannot be cured by the Termination Date or (B) if capable of being cured, such breach or failure shall not have been cured within the earlier of (I) thirty (30) days following receipt of written notice (which notice shall specify in reasonable detail the nature of such breach or failure and Seller’s intention to terminate this Agreement if such breach or failure is not cured) from Seller of such breach or failure and (II) one (1) Business Day prior to the earlier of the Termination Date and the date on which this Agreement may otherwise be terminated by Seller in accordance with Section 10.01; provided, that Seller shall not have the right to terminate this Agreement pursuant to this Section 10.01(e) if it is then in breach of any representations, warranties, covenants or other agreements contained in this Agreement that would result in a failure of a condition set forth in Section 9.02. 94 Effect of Termination and Abandonment prior to Closing; Termination Fees . (f) In the event of termination of this Agreement and the abandonment of the Closing in accordance with Section 10.01, (i) this Agreement shall be null and void and of no further force and effect, except as set forth in this Section 10.02, Section 10.03, Section 6.03, Section 6.12(d), Section 6.12(e) and Article XII and the Confidentiality Agreement and (ii) such termination shall relieve each party to this Agreement from liability for all violations of this Agreement that occurred prior to such termination; provided, that, notwithstanding the foregoing, no such termination shall relieve (1) Purchaser of any liability to pay (if and when due) the Regulatory Termination Fee in accordance with this Section 10.02 (subject to the limitations set forth in this Section 10.02 and Section 10.03) and (2) any party hereto from any liability for any material and intentional breach by a party of the terms and provisions of this Agreement (subject to the limitations set forth in Section 10.03). (g) In the event that this Agreement is validly terminated by Seller or Purchaser pursuant to Section 10.01(b) or Section 10.01(c), and at the time of such termination one or more of the conditions to Closing set forth in Section 9.01(c), Section 9.01(d), Section 9.02(c) or Section 9.02(d) (but for purposes of Section 9.01(d) and Section 9.02(d), only if each Restraint giving rise to such non-satisfaction is attributable to a Review Law) shall not have been satisfied, but all other conditions to Closing set forth in Section 9.02 have been satisfied (or, in the case of any condition that by its nature is to be satisfied at the Closing, would be satisfied if the Closing were to occur on the date of such termination), then Purchaser shall pay to Seller an amount in cash equal to One Hundred Million Dollars ($100,000,000) (the “Regulatory Termination Fee”) by wire transfer of immediately available funds to one or more accounts designated in writing by Seller; provided, however, that no Regulatory Termination Fee shall be payable pursuant to this Section 10.02(b) in the event that Seller has not complied in all material respects with its obligations under Section 6.04 and such breach resulted in the conditions to Closing set forth in Section 9.01(c), Section 9.01(d), Section 9.02(c) or Section 9.02(d) (but for purposes of Section 9.01(d) and Section 9.02(d), only if each Restraint giving rise to such non-satisfaction is attributable to a Review Law) not being satisfied. Such payment shall be due within five (5) Business Days after written notice of termination by Purchaser or Seller pursuant to this Section 10.02(a). (h) Notwithstanding anything in this Agreement to the contrary, if Seller receives the Regulatory Termination Fee from Purchaser pursuant to Section 10.02(b), such payment, together with the amounts as provided in the last two sentences of Section 6.12(d) and any costs, expenses and interest payable pursuant to the last sentence of this Section 10.02(c), shall be the sole and exclusive remedy of Seller and each other Seller Related Party against the Purchaser Related Parties under this Agreement or any Ancillary Agreement or in connection with any of the transactions contemplated hereby and thereby, and no Purchaser Related Party shall have any further liability or obligations related to or arising out of the transactions contemplated hereby and thereby. The parties acknowledge and agree that any payment of the Regulatory Termination Fee pursuant to Section 10.02 is not a penalty but is liquidated damages in a reasonable amount that will compensate Seller in the circumstances in which such fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby. If Purchaser fails to promptly pay the Regulatory Termination Fee when due, and in order to obtain such payment, Seller commences an Action that results in a judgment against Purchaser for such Regulatory Termination Fee or any portion thereof, Purchaser shall pay to Seller the reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) of Seller in connection with such Action, together with interest on the amount of such Regulatory Termination Fee or portion thereof at the prime rate as published by Bloomberg (BGN New York), in effect as of 5:00 P.M., New York time, on the date such payment was required to be made through the date of payment. Limitation; Acknowledgement . (i) Notwithstanding anything to the contrary in this Agreement, in no event shall Purchaser be required or obligated to pay the Regulatory Termination Fee on more than one occasion. For the avoidance of 95 doubt, notwithstanding anything to the contrary herein, under no circumstances shall Seller be permitted or entitled to receive (i) any monetary damages or the Regulatory Termination Fee in the event that Seller obtains a grant of specific performance of the obligation to close as contemplated by Section 12.13 and the Closing subsequently occurs or (ii) any monetary damages and the Regulatory Termination Fee; provided that, for clarity, nothing herein shall reduce, diminish or otherwise modify Seller’s indemnification rights set forth in Article XI. (j) The parties acknowledge and agree that the Regulatory Termination Fee and the other provisions of this Article X are an integral part of Purchaserthe transactions contemplated hereby and without these agreements, Seller and Purchaser would not enter into this Agreement.

Termination Amendment and Waiver. Termination 7.01 (a) Notwithstanding anything to the contrary in this Agreement, this . This Agreement may be terminated and the Acquisition and the other transactions contemplated by this Agreement abandoned at any time prior to the Closing: (ia) by mutual written consent of Seller Buyer and Purchaserthe Company; (iib) by Seller either Buyer or Purchaser, the Company if the Closing does shall not occur have occurred on or before November 26, 1997 (unless (i) either party shall have, prior to such date, given notice of its desire to extend such date to a date no later than December 3, 1997, in which case November 26, 1997 shall be extended to such date or (ii) such circumstance is the result of a breach of the terms hereof by the party exercising the termination right); provided that, in the event the Taurus Disposition has not occurred prior to November 3025, 2005 1997 (so long as or December 2, 1997 if either party has exercised its right to extend to December 3, 1997 the party seeking termination date under this clause (b)), the Company shall not have the right to terminate this Agreement pursuant to this Section 7.01(a)(iiclause (b) shall not have breached its obligations under this Agreement in any manner that shall have proximately caused the failure until Buyer has obtained all regulatory approvals from Governmental Entities necessary to consummate the Acquisition transactions contemplated by this Agreement on or before such date);the basis of no Taurus Disposition having occurred, including the expiration of all waiting periods under the HSR Act, but in no event shall the Company's right to terminate be suspended for more than 45 days after December 3, 1997; or (iiic) by Seller either Buyer or Purchaser, if approval of the Acquisition and Company upon written notice to the other transactions contemplated hereby shall fail to receive the requisite votes for approval at the Seller EGM; (iv) by Purchaser, parties hereto if there any Governmental Entity of competent jurisdiction shall have been issued (i) a material breach final permanent order enjoining or otherwise prohibiting the consummation of any of the representations, warranties, agreements or covenants set forth in this Agreement on the part of Seller (provided that, without limiting the generality of the foregoing, any material breach of Section 5.01(a) or any breach of Section 5.02(a) or Section 5.02(c)(i) transactions contemplated by Seller shall be deemed a material breach of this Agreement); (v) by Purchaser, if there and in any such case the time for appeal or petition for reconsideration of such order shall have been a breach of expired without such appeal or petition being granted, or (ii) any of the covenants set forth in Section 5.12 on the part of Seller (other than an immaterial breach order or directive that does not prejudice Purchaser in any way), directly enjoin or if Seller, through its Board of Directors, shall have failed for any reason to unconditionally and fully recommend approval otherwise prohibit the consummation of the Acquisition and the other transactions contemplated hereby by Seller Shareholders at the Seller EGM; (vi) by Sellerthis Agreement, pursuant to Section 5.12(d) (but subject to the conditions thereof); provided that Seller shall not be entitled to terminate this Agreement pursuant to this Section 7.01(a)(vi) if Seller has breached its obligations under Section 5.12 (other than an immaterial breach that does not prejudice Purchaser in any way); and provided further that termination pursuant to this Section 7.01(a)(vi) shall be conditioned upon payment by Seller to Purchaser of Seller Liquidated Damages pursuant to Section 7.03(b); and (vii) by Sellerwould, if there shall Buyer or the Company were to comply with such order or directive as a condition to consummating the transactions contemplated hereby, have been a material breach of any of the representations, warranties, agreements or covenants set forth in this Agreement adverse effect on the part business, operations or financial condition of PurchaserBuyer or the Company.

Termination Amendment and Waiver. Termination 7.01 (a) Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Acquisition and the other transactions contemplated by this Agreement Transactions abandoned at any time prior to the ClosingEffective Time: (i) by mutual written consent of Seller and Purchaserthe parties hereto; (ii) by Seller either Parent Party, if the other Parent Party fails to execute the Asset Purchase Agreement within 60 days of the execution of this Agreement; (iii) by either Parent Party in writing if any of the conditions set forth in Article V (that inure to the benefit of such Parent Party) shall have become incapable of fulfillment, and shall not have been waived by such Parent Party following notice to such Parent Party and failure to cure by the earlier of (A) 30 days after receipt of notice or Purchaser(B) September 30, 2000; (iv) by either Parent Party, if the Closing does not occur on or prior to November September 30, 2005 (so long as the party seeking to terminate this Agreement pursuant to this Section 7.01(a)(ii) shall not have breached its obligations under this Agreement in any manner that shall have proximately caused the failure to consummate the Acquisition on or before such date); (iii) by Seller or Purchaser, if approval of the Acquisition and the other transactions contemplated hereby shall fail to receive the requisite votes for approval at the Seller EGM; (iv) by Purchaser, if there shall have been a material breach of any of the representations, warranties, agreements or covenants set forth in this Agreement on the part of Seller (provided that, without limiting the generality of the foregoing, any material breach of Section 5.01(a) or any breach of Section 5.02(a) or Section 5.02(c)(i) by Seller shall be deemed a material breach of this Agreement);2000; or (v) by Purchasereither Parent Party, in the event that either (A) the Lyondell Board of Directors or (B) the Supervisory Board has not approved of the Transactions by the close of business on December 31, 1999; provided, however, that the right of termination set forth in this Section 6.01(a)(v) shall be deemed to be waived by Lyondell or Bayer, as applicable, in the event that the Transactions are approved by the Supervisory Board or the Lyondell Board of Directors, as applicable, prior to termination by the other Parent Party even if there shall have been a such approval occurs after December 31, 1999; provided, however, that the party seeking termination pursuant to clause (iii) or (iv) is not in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the covenants set forth in Section 5.12 on the part of Seller (other than an immaterial breach that does not prejudice Purchaser Asset Purchase Agreement in any way), or if Seller, through its Board of Directors, shall have failed for any reason to unconditionally and fully recommend approval of the Acquisition and the other transactions contemplated hereby by Seller Shareholders at the Seller EGM;material respect. (vib) In the event of termination by Seller, pursuant to Section 5.12(d) (but subject to the conditions thereof); provided that Seller shall not be entitled to terminate this Agreement a party pursuant to this Section 7.01(a)(vi) if Seller has breached its obligations under Section 5.12 (6.01, written notice thereof shall forthwith be given to the other than an immaterial breach that does not prejudice Purchaser in any way); parties, and provided further that termination pursuant to this Section 7.01(a)(vi) the Transactions shall be conditioned upon payment terminated without further action by Seller to Purchaser of Seller Liquidated Damages pursuant to Section 7.03(b); and (vii) by Seller, if there shall have been a material breach of any of the representations, warranties, agreements or covenants set forth in party. If this Agreement on is terminated as provided herein, each party shall return or, at its option, destroy all documents and other material received from the part of Purchaserother party relating to the Transactions, whether obtained before or after the execution hereof.

Termination Amendment and Waiver. Termination 7.01 (a) Notwithstanding anything to the contrary in this Agreement, this . This Agreement may be terminated and the Acquisition and the other transactions contemplated by this Agreement abandoned at any time prior to the Closing: (i) Closing Date, whether before or after approval by the stockholders of Cove: by mutual consent in writing of Cove and Euroseas; unilaterally upon written consent notice by Cove to Euroseas upon the occurrence of Seller and Purchaser; (ii) a Material Adverse Effect with respect to Euroseas, the likelihood of which was not previously disclosed to Cove in writing by Seller or Purchaser, if the Closing does not occur on or Euroseas prior to November 30the date of this Agreement; unilaterally upon written notice by Euroseas to Cove upon the occurrence of a Material Adverse Effect with respect to Cove, 2005 (so long as the party seeking likelihood of which was not previously disclosed to terminate Euroseas in writing by Cove prior to the date of this Agreement pursuant Agreement; unilaterally upon written notice by Cove to this Section 7.01(a)(ii) shall not have breached its obligations under this Agreement Euroseas in any manner that shall have proximately caused the failure to consummate the Acquisition on or before such date); (iii) by Seller or Purchaser, if approval of the Acquisition and the other transactions contemplated hereby shall fail to receive the requisite votes for approval at the Seller EGM; (iv) by Purchaser, if there shall have been event a material breach of any material representation or warranty of the representations, warranties, agreements or covenants set forth Euroseas contained in this Agreement on the part of Seller (provided that, without limiting the generality of the foregoing, any material unless such breach of Section 5.01(a) or any breach of Section 5.02(a) or Section 5.02(c)(i) by Seller shall be deemed a material breach of this Agreement); (v) by Purchaser, if there shall have been a breach cured within ten (10) days after the giving of any of the covenants set forth in Section 5.12 on the part of Seller (other than an immaterial breach that does not prejudice Purchaser in any waysuch notice by Cove), or if Seller, through its Board the willful failure of Directors, shall have failed for Euroseas to comply with or satisfy any reason material covenant or condition of Euroseas contained in this Agreement; unilaterally upon written notice by Euroseas to unconditionally and fully recommend approval Cove in the event of the Acquisition and the other transactions contemplated hereby by Seller Shareholders at the Seller EGM; (vi) by Seller, pursuant to Section 5.12(d) (but subject to the conditions thereof); provided that Seller shall not be entitled to terminate this Agreement pursuant to this Section 7.01(a)(vi) if Seller has breached its obligations under Section 5.12 (other than an immaterial breach that does not prejudice Purchaser in any way); and provided further that termination pursuant to this Section 7.01(a)(vi) shall be conditioned upon payment by Seller to Purchaser of Seller Liquidated Damages pursuant to Section 7.03(b); and (vii) by Seller, if there shall have been a material breach of any material representation or warranty of Cove or the representations, warranties, agreements or covenants set forth Cove Principals contained in this Agreement (unless such breach shall have been cured by Cove or the Cove Principals within ten (10) days after the giving of such notice by Euroseas), or Cove's or the Cove Principals' willful failure to comply with or satisfy any material covenant or condition of Cove or the Cove Principals contained in this Agreement, or if Cove fails to obtain the Cove Stockholders' Approval; unilaterally upon written notice by either Cove or Euroseas to the other if the Merger is not consummated for any reason not specified or referred to in the preceding provisions of this Section 8.1 by the close of business on February 28, 2006, provided however that no party may avail itself of this ground for termination if such failure to consummate the part Merger is caused by such party either in breach of Purchaserthis Agreement or by not proceeding in good faith towards the consummation of the Merger; or unilaterally upon written notice by Euroseas to Cove in the event that by September 1, 2005, Euroseas shall not have raised at least $21 million in the Private Placement Transaction on terms reasonably satisfactory to Euroseas.

Termination Amendment and Waiver. 8.01 Termination 7.01 (a) Notwithstanding anything By mutual written agreement of the parties hereto duly authorized by action taken by or on behalf of their respective Boards of Directors; (b) By either the Company or Parent upon notification to the contrary in this Agreement, this Agreement may be terminated and non-terminating party by the Acquisition and the other transactions contemplated by this Agreement abandoned at any time prior to the Closingterminating party: (i) at any time after the date which is nine (9) months following the date of this Agreement if the Merger shall not have been consummated on or prior to such date and such failure to consummate the Merger is not caused by mutual a breach of this Agreement by the terminating party; provided, however, that if on such date Parent and the Company have not received all of the approvals required in order to satisfy the conditions set forth in Section 7.01(i) but all other conditions to effect the Merger shall be fulfilled or shall be capable of being fulfilled, then, at the option of either Parent or the Company (which shall be exercised by written consent notice), the term of Seller and Purchaserthis Agreement shall be extended until the expiration of such date which is eighteen (18) months after the date of this Agreement; (ii) if the Company Stockholders' Approval or the Parent Shareholders' Approval shall not be obtained by Seller reason of the failure to obtain the requisite vote upon a vote actually held at a meeting of such stockholders or Purchasershareholders, or any adjournment thereof, called therefor; (iii) if there has been a material breach of any representation, warranty, covenant or agreement on the part of the non-terminating party set forth in this Agreement (determined in all cases as if the terms "material" or "materially" were not included in any such representation or warranty), which breach is not curable or, if curable, has not been cured within thirty (30) days following receipt by the Closing does not occur non- terminating party of notice of such breach from the terminating party which breach, when taken together with any other breaches of representations, warranties, covenants and agreements of the non-terminating party contained in this Agreement, has or would reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole; or (iv) if any court of competent jurisdiction or other competent Governmental or Regulatory Authority shall have issued an order making illegal or otherwise preventing or prohibiting the Merger and such order shall have become final and nonappealable; (c) By the Company upon five (5) days' prior notice to Parent if (i) the Board of Directors of the Company determines in good faith, that a failure to terminate this Agreement could reasonably be expected to result in a breach of its fiduciary duties to stockholders imposed by law by reason of an unsolicited bona fide Alternative Proposal meeting the requirements of clauses (B) and (C) of Section 5.07 having been made; provided that (A) The Board of Directors of the Company shall have been advised by outside counsel, that notwithstanding a binding commitment to consummate an agreement of the nature of this Agreement entered into in the proper exercise of its applicable fiduciary duties, and notwithstanding all concessions which may be offered by Parent in negotiations entered into pursuant to clause (B) below, a failure to reconsider such commitment as a result of such Alternative Proposal could reasonably be expected to result in a breach of its fiduciary duties to stockholders imposed by law, and (B) prior to November 30any such termination, 2005 (so long the Company shall, and shall cause its respective financial and legal advisors to, negotiate with Parent to make such adjustments in the terms and conditions of this Agreement as would enable the party seeking Company to proceed with the transactions contemplated herein on such adjusted terms; and provided further that the Company's ability to terminate this Agreement pursuant to this clause (i) is conditioned upon the prior payment by the Company to Parent of any amounts owed by it pursuant to Section 7.01(a)(ii8.02(b); or (ii) the Board of Directors of Parent (or any committee thereof) shall not have breached withdrawn or modified in a manner materially adverse to the Company its obligations under approval or recommendation of this Agreement in or the Merger; or (d) By Parent if the Board of Directors of the Company (or any manner that committee thereof) (i) shall have proximately caused withdrawn or modified in a manner materially adverse to Parent its approval or recommendation of this Agreement or the failure Merger, (ii) shall fail to consummate the Acquisition on reaffirm such approval or before such date); recommendation upon Parent's request, (iii) by Seller shall have approved, recommended or Purchaser, if approval taken no position with respect to an Alternative Proposal to the stockholders of the Acquisition and the other transactions contemplated hereby shall fail to receive the requisite votes for approval at the Seller EGM; (iv) by Purchaser, if there shall have been a material breach of any of the representations, warranties, agreements or covenants set forth in this Agreement on the part of Seller (provided that, without limiting the generality of the foregoing, any material breach of Section 5.01(a) or any breach of Section 5.02(a) or Section 5.02(c)(i) by Seller shall be deemed a material breach of this Agreement); (v) by Purchaser, if there shall have been a breach of any of the covenants set forth in Section 5.12 on the part of Seller (other than an immaterial breach that does not prejudice Purchaser in any way), or if Seller, through its Board of Directors, shall have failed for any reason to unconditionally and fully recommend approval of the Acquisition and the other transactions contemplated hereby by Seller Shareholders at the Seller EGM; (vi) by Seller, pursuant to Section 5.12(d) (but subject to the conditions thereof); provided that Seller shall not be entitled to terminate this Agreement pursuant to this Section 7.01(a)(vi) if Seller has breached its obligations under Section 5.12 (other than an immaterial breach that does not prejudice Purchaser in any way); and provided further that termination pursuant to this Section 7.01(a)(vi) shall be conditioned upon payment by Seller to Purchaser of Seller Liquidated Damages pursuant to Section 7.03(b); and (vii) by Seller, if there shall have been a material breach of any of the representations, warranties, agreements or covenants set forth in this Agreement on the part of Purchaser.Company or

Termination Amendment and Waiver. Termination 7.01 (a) Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Acquisition and the other transactions contemplated by this Agreement Transactions abandoned at any time prior to the ClosingEffective Time: (i) by mutual written consent of Seller and Purchaserthe parties hereto; (ii) by Seller either Parent Party, if the other Parent Party fails to execute the Asset Purchase Agreement within 60 days of the execution of this Agreement; (iii) by either Parent Party in writing if any of the conditions set forth in Article V (that inure to the benefit of such Parent Party) shall have become incapable of fulfillment, and shall not have been waived by such Parent Party following notice to such Parent Party and failure to cure by the earlier of (A) 30 days after receipt of notice or Purchaser(B) September 30, 2000; (iv) by either Parent Party, if the Closing does not occur on or prior to November September 30, 2005 (so long as the party seeking to terminate this Agreement pursuant to this Section 7.01(a)(ii) shall not have breached its obligations under this Agreement in any manner that shall have proximately caused the failure to consummate the Acquisition on or before such date); (iii) by Seller or Purchaser, if approval of the Acquisition and the other transactions contemplated hereby shall fail to receive the requisite votes for approval at the Seller EGM; (iv) by Purchaser, if there shall have been a material breach of any of the representations, warranties, agreements or covenants set forth in this Agreement on the part of Seller (provided that, without limiting the generality of the foregoing, any material breach of Section 5.01(a) or any breach of Section 5.02(a) or Section 5.02(c)(i) by Seller shall be deemed a material breach of this Agreement);2000; or (v) by Purchasereither Parent Party, in the event that either (A) the Lyondell Board of Directors or (B) the Supervisory Board has not approved of the Transactions by the close of business on December 31, 1999; provided, however, that the right of termination set forth in -------- ------- this Section 6.01(a)(v) shall be deemed to be waived by Lyondell or Bayer, as applicable, in the event that the Transactions are approved by the Supervisory Board or the Lyondell Board of Directors, as applicable, prior to termination by the other Parent Party even if there shall have been a such approval occurs after December 31, 1999; provided, however, that the party seeking termination pursuant to clause (iii) -------- ------- or (iv) is not in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the covenants set forth in Section 5.12 on the part of Seller (other than an immaterial breach that does not prejudice Purchaser Asset Purchase Agreement in any way), or if Seller, through its Board of Directors, shall have failed for any reason to unconditionally and fully recommend approval of the Acquisition and the other transactions contemplated hereby by Seller Shareholders at the Seller EGM;material respect. (vib) In the event of termination by Seller, pursuant to Section 5.12(d) (but subject to the conditions thereof); provided that Seller shall not be entitled to terminate this Agreement a party pursuant to this Section 7.01(a)(vi) if Seller has breached its obligations under Section 5.12 (6.01, written notice thereof shall forthwith be given to the other than an immaterial breach that does not prejudice Purchaser in any way); parties, and provided further that termination pursuant to this Section 7.01(a)(vi) the Transactions shall be conditioned upon payment terminated without further action by Seller to Purchaser of Seller Liquidated Damages pursuant to Section 7.03(b); and (vii) by Seller, if there shall have been a material breach of any of the representations, warranties, agreements or covenants set forth in party. If this Agreement on is terminated as provided herein, each party shall return or, at its option, destroy all documents and other material received from the part of Purchaserother party relating to the Transactions, whether obtained before or after the execution hereof.

Termination Amendment and Waiver. Termination 7.01 (a) Notwithstanding anything 8.1 Termination Prior to the contrary in this Agreement, this Acceptance Time. This Agreement may be terminated and the Acquisition and the other transactions contemplated by this Agreement Offer may be abandoned at any time prior to the Closing:Acceptance Time (it being agreed that the party hereto terminating this Agreement pursuant to this Section 8.1 shall give prompt written notice of such termination to the other party or parties hereto and that any termination by Parent also shall be an effective termination by Merger Sub): (ia) by mutual written consent agreement of Seller Parent and Purchaser;the Company; or (iib) by Seller either Parent or Purchaser, the Company if the Closing does Acceptance Time shall not have occurred on or before January 9, 2017 (the “Termination Date”) or the Offer shall have expired and not been extended in accordance with Section 1.1(c)(ii) without acceptance for payment of Company Shares tendered in the Offer; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to any party hereto whose material breach of its obligations under this Agreement has been a principal cause of or resulted in the failure of the Acceptance Time to occur on or prior to November 30, 2005 before the date of such termination; or (so long as c) by either Parent or the Company if there exists any Restraint which has become final and non-appealable; provided that the party seeking to terminate this Agreement pursuant to this Section 7.01(a)(ii8.1(c) shall have complied with its obligations under Section 6.2 to have vacated, lifted, reversed or overturned such Restraint; provided further, however, that the right to terminate under this Section 8.1(c) shall not have breached its obligations under this Agreement in be available to any manner that shall have proximately caused the failure to consummate the Acquisition on or before such date); (iii) by Seller or Purchaser, if approval of the Acquisition and the other transactions contemplated hereby shall fail to receive the requisite votes for approval at the Seller EGM; (iv) by Purchaser, if there shall have been a party whose material breach of its obligations hereunder has been a principal cause of or resulted in such Restraint; or (d) by the Company, in the event that Parent or Merger Sub shall have breached or failed to perform any of their respective covenants or agreements under this Agreement, or any of the representations, warranties, agreements representations and warranties of Parent or covenants Merger Sub set forth in this Agreement on the part of Seller (provided that, without limiting the generality of the foregoing, any material breach of Section 5.01(a) or any breach of Section 5.02(a) or Section 5.02(c)(i) by Seller shall be deemed a material breach of this Agreement); (v) by Purchaser, if there shall have been a breach or become inaccurate, which breach, failure to perform or inaccuracy, individually or in the aggregate with other such breaches, failures to perform or inaccuracies, would reasonably be expected to prevent or materially delay the ability of any of Parent or Merger Sub to consummate the covenants set forth in Section 5.12 on transactions contemplated by this Agreement (including the part of Seller (other than an immaterial breach that does not prejudice Purchaser in any wayOffer and the Merger), and such breach, failure to perform or if Sellerinaccuracy is not capable of being cured or is not cured within ten (10) Business Days following the Company’s delivery of written notice to Parent of such breach, through its Board of Directors, shall have failed for any reason failure to unconditionally and fully recommend approval of the Acquisition and the other transactions contemplated hereby by Seller Shareholders at the Seller EGM; (vi) by Seller, pursuant to Section 5.12(d) (but subject to the conditions thereof)perform or inaccuracy; provided that Seller the Company shall not be entitled have the right to terminate this Agreement pursuant to this Section 7.01(a)(vi8.1(d) if Seller has breached its obligations under Section 5.12 (other than an immaterial breach that does not prejudice Purchaser the Company is then in any way); and provided further that termination pursuant to this Section 7.01(a)(vi) shall be conditioned upon payment by Seller to Purchaser of Seller Liquidated Damages pursuant to Section 7.03(b); and (vii) by Seller, if there shall have been a material breach of or has failed to perform any of the its representations, warranties, covenants or agreements hereunder such that Parent has the right (or would have the right following notice and an opportunity to cure, if applicable) to terminate this Agreement pursuant to Section 8.1(e); or (e) by Parent, in the event that (i) the Company shall have breached or failed to perform any of its covenants or agreements under this Agreement, or any of the representations and warranties of the Company set forth in this Agreement shall have been or become inaccurate, in either case such that the conditions to the Offer set forth in clauses 2 and 3 of Annex A would fail to be satisfied, and such breach, failure to perform or inaccuracy is not capable of being cured or is not cured within ten (10) Business Days following Parent’s delivery of written notice to the Company of such breach, failure to perform or inaccuracy, or (ii) there has been a Material Adverse Effect such that the condition to the Offer set forth in clause 5 of Annex A would fail to be satisfied; provided, in each case, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(e) if Parent or Merger Sub is then in breach of any of its representations, warranties, covenants or agreements hereunder such that the Company has the right (or would have the right following notice and an opportunity to cure, if applicable) to terminate this Agreement pursuant to Section 8.1(d); or (f) by the Company, at any time prior to the Acceptance Time in order to accept a Superior Proposal and, substantially concurrently with such termination, to enter into a binding written definitive agreement providing for the consummation of a transaction that the Company Board has determined constitutes a Superior Proposal in accordance with Section 6.1(c); provided that the Company has complied in all material respects with Section 5.3 and Section 6.1 and the Company concurrently pays Parent the Company Termination Fee to Parent pursuant to Section 8.4(a)(ii); or (g) by Parent, in the event that (i) the Company Board shall have failed to include a Company Board Recommendation in the Schedule 14D-9 when made or a Company Board Recommendation Change shall have occurred, (ii) a tender or exchange offer relating to the Company Shares shall have been commenced by a Person who is not an Affiliate or Representative of Parent and the Company shall not have publicly announced in a Solicitation/Recommendation Statement on Schedule 14D-9, within ten (10) Business Days after the part commencement of Purchasersuch tender or exchange offer, that the Company recommends rejection of such tender or exchange offer, or (iii) the Company Board shall have failed to reaffirm its recommendation of this Agreement within ten (10) Business Days after Parent so requests in writing.

Termination Amendment and Waiver. Termination 7.01 (a) Notwithstanding anything to the contrary Termination . Except as provided in this AgreementSection 10.2, this Agreement may be terminated and the Acquisition and the other transactions contemplated by this Agreement Purchase abandoned at any time prior to the Closing: (ia) by mutual written consent agreement of the Seller (on behalf of itself and the Company) and the Purchaser; (iib) by the Purchaser or the Seller or Purchaser, (on behalf of itself and the Company) if the Closing does shall not have occurred by August 15, 2019 (the “End Date”); provided, however, that the right to terminate this Agreement under this Section 10.1(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Purchase to occur on or prior before such date and such action or failure to November 30act constitutes a breach of this Agreement; (c) by the Purchaser or the Seller (on behalf of itself and the Company) if any Legal Requirement shall be in effect which has the effect of making the Transaction illegal or otherwise prohibits or prevents the consummation of the Purchase, 2005 provided that in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealable; (so long d) by the Purchaser if there has been a breach of any representation, warranty, covenant or agreement of the Company or the Seller in this Agreement such that the conditions set forth in Section 8.2(a) or Section 8.2(b) would not be satisfied as of the time of such breach and such breach has not been cured within ten (10) Business Days after written notice thereof to the Seller; provided, however, that no cure period shall be required (i) for a breach which by its nature cannot be cured or (ii) if any of the conditions to Closing in Article VIII for the benefit of the Purchaser are incapable of being satisfied on or before the End Date; (e) by the Seller (on behalf of itself and the Company) if there has been a breach of any representation, warranty, covenant or agreement of the Purchaser in this Agreement such that the conditions set forth in Section 8.3(a) or Section 8.3(b) would not be satisfied as of the time of such breach and such breach has not been cured within ten (10) Business Days after written notice thereof to the Purchaser; provided, however, that no cure period shall be required (i) for a breach which by its nature cannot be cured or (ii) if any of the conditions to Closing in Article VIII for the benefit of the Company and the Seller are incapable of being satisfied on or before the End Date; or (f) by the Seller (on behalf of itself and the Company) if the Purchaser does not deliver to the Seller by June 14, 2019, (i) evidence, reasonably satisfactory to the Seller, that the Purchaser has closed on at least $4,000,000 in funding that is dedicated for the closing of the Transactions or (ii) written fully executed third party seeking commitments, in forms reasonably satisfactory to the Seller, providing for the irrevocable and unconditional commitments to the Purchaser to fund at least the aggregate amount of $4,000,000 that is dedicated for the closing of the Transactions, which commitments are enforceable against the third party providers of the funding. The Seller may terminate this the Agreement pursuant to this Section 7.01(a)(ii10.1(f) shall not have breached its obligations under this Agreement in any manner that shall have proximately caused if it provides written notice of termination to the failure to consummate the Acquisition Purchaser on or before such date); (iii) by June 21, 2019. Effect of Termination . In the event of termination of this Agreement as provided in Section 10.1, this Agreement shall forthwith become void and there shall be no liability or obligation on -45- the part of the Purchaser, the Company or the Seller or any other Person; provided, however, that (a) each party hereto shall remain liable for any breaches of this Agreement or the Related Agreements to which it is a party prior to its termination; and provided, further, however, that, the provisions of Sections 6.5 (Confidentiality), 6.9 (Third-Party Expenses), 6.13 (Public Disclosure), 6.17 (Auditor Engagement) and Article XII (General Provisions) and this Section 10.2 shall remain in full force and effect and survive any termination of this Agreement pursuant to the terms of this Article X; (b) if this Agreement is terminated pursuant to Section 10.1(a) or by the Purchaser pursuant to Section 10.1(b), Section 10.1(c) or Section 10.1(d), the Deposit shall be released to the Purchaser (and the Seller and Purchaser shall issue joint written instructions instructing the Escrow Agent to release the Deposit to the Purchaser) and the Purchaser shall be entitled to pursue all other remedies available under this Agreement, at law or in equity and (c) if this Agreement is terminated by the Seller pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(e) or Section 10.1(f), the Deposit shall be released to the Seller (and the Purchaser shall instruct the Escrow Agent in writing to release the Deposit to the Seller) and the Seller shall be entitled to pursue all other remedies available under this Agreement, at law or in equity. Amendment . This Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of the party against whom enforcement is sought. Extension; Waiver . At any time prior to the Closing, the Purchaser, if approval of on the Acquisition one hand, and the Seller (on behalf of itself and the Company), on the other transactions contemplated hereby shall fail hand, may, to receive the requisite votes extent permitted under any applicable Legal Requirement and in such party’s sole discretion, (a) extend the time for approval at the Seller EGM; (iv) by Purchaser, if there shall have been a material breach performance of any of the representationsobligations of the other party hereto, warranties(b) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (c) waive compliance with any of the covenants, agreements or covenants set forth in this Agreement conditions for the benefit of such party contained herein. Any agreement on the part of Seller (provided that, without limiting the generality of the foregoing, a party hereto to any material breach of Section 5.01(a) such extension or any breach of Section 5.02(a) or Section 5.02(c)(i) by Seller waiver shall be deemed a material breach of this Agreement); (v) by Purchaser, valid only if there shall have been a breach of any of the covenants set forth in Section 5.12 an instrument in writing signed on the part behalf of Seller (other than an immaterial breach that does not prejudice Purchaser in any way), or if Seller, through its Board of Directors, shall have failed for any reason to unconditionally and fully recommend approval of the Acquisition and the other transactions contemplated hereby by Seller Shareholders at the Seller EGM; (vi) by Seller, pursuant to Section 5.12(d) (but subject to the conditions thereof); provided that Seller shall not be entitled to terminate this Agreement pursuant to this Section 7.01(a)(vi) if Seller has breached its obligations under Section 5.12 (other than an immaterial breach that does not prejudice Purchaser in any way); and provided further that termination pursuant to this Section 7.01(a)(vi) shall be conditioned upon payment by Seller to Purchaser of Seller Liquidated Damages pursuant to Section 7.03(b); and (vii) by Seller, if there shall have been a material breach of any of the representations, warranties, agreements or covenants set forth in this Agreement on the part of Purchasersuch party.