performance of each director of the Uranium Subsidiary to determine whether he should be reelected or removed prior to the conclusion of his term, the Voting Trustees shall take into account whether such director shall have consistently used his best efforts to cause the Uranium Subsidiary to achieve the goal set forth in the Voting Trust Agreement of selling and delivering to third parties (excluding GE and its Affiliates) by December 31, 1985 at least 36 million pounds of uranium concentrate (U3O8) (less amounts delivered since October 31, 1975), whether pursuant to contracts of sale entered into before or after October 31, 1975; provided, however, that in making such determination the Voting Trustees shall give consideration to such matters as delays or reductions in sales resulting from force majeure or the insufficiency or unminability of reserves necessary to produce the required concentrate. The Certificate of Incorporation of the Uranium Subsidiary and the Voting Trust Agreement shall, subject to the foregoing, contain such provisions as may be necessary to assure that GE shall have no involvement in the operations nor any prerogatives of management of the Uranium Subsidiary. The Voting Trustees and the directors and officers of the Uranium Subsidiary shall not be Affiliates of GE. "Affiliate" as used in this Amendment shall mean any person directly or indirectly controlling, controlled by or under direct or indirect common control with GE or any person who shall be deemed to control GE. A person shall be deemed to control GE for the purpose of this definition if such person possesses directly or indirectly, the power to direct or cause the direction of the management and policies of GE, whether through the ownership of securities, by contract, or otherwise, and there shall be an irrebuttable presumption that all officers, directors and employees of GE or of any Affiliate of GE are themselves Affiliates of GE so long as they retain such positions. 3. The Voting Trust shall continue for the maximum period permitted by law unless all the capital stock or assets of the Uranium Subsidiary shall have been sold to one or more third parties which are not Affiliates of GE. GE undertakes and agrees that prior to its termination GE will endeavor to cause the Voting Trust Agreement to be extended for the additional maximum period permitted by law and thereafter to be successively further extended until January 1, 2000, subject to prior termination only on the basis aforesaid. If the Voting Trust Agreement is not so extended within six months of the end of each maximum period until January 1, 2000, the Voting Trustees must sell all Uranium Subsidiary stock in the trust to persons other than GE and its Affiliates. 4. As provided in Article V of the Agreement, as amended hereby, the obligation of GE and GE Subsidiary and the obligation of Utah to effect the Merger are subject to the condition that at or prior to the effective time of the Merger the provisions of this Amendment shall have been complied with by Utah and by GE and GE Subsidiary, respectively. 5. Section 3 of Article V of the Agreement is hereby amended by deleting the date "October 31, 1976" appearing in paragraphs (b), (c) and (d) thereof and inserting in lieu thereof the date "December 31, 1976". The definition of "principal subsidiary" contained in Section 2 of Article VII of the Agreement is also hereby amended to include the Uranium Subsidiary. The definition of Utah's "Principal Entities" contained in Section 1(i) of Article V is hereby amended to include the Uranium Subsidiary; provided, however, that the opinion deliverable thereunder may make appropriate exceptions for the provisions of such Subsidiary's Certificate of Incorporation and the Voting Trust Agreement. 6. All other terms, conditions and provisions of the Agreement shall remain in full force and effect. All of the terms used herein which are defined in the Agreement shall have the meanings as so defined. Whenever in the Agreement reference is made to the Agreement it shall, subsequent to the date of this Amendment, be deemed to be the Agreement as amended to and including the date hereof. 7. This Amendment shall not become effective with respect to Utah until approved by its Board of Directors and shall not become effective with respect to GE and GE Subsidiary until ratified by their respective Boards of Directors. In Witness Whereof, each of the parties hereto has caused this Amendment to be executed on its behalf and its corporate seal to be hereunto affixed by its officers thereunto duly authorized, all as of the day and year first above written. General Electric Company By A. O. Way (Corporate Seal) Attest: Walter A. Schlotterbeck Secretary GESUB of Delaware, Inc. By A. O. Way (Corporate Seal) Attest: Joseph Handros Secretary Utah International Inc. By A. M. Wilson A. M. Wilson, President (Corporate Seal) Attest: J. G. Selway Assistant Secretary ?