5. Status of GE Common Stock. The shares of GE Common Stock to be issued to the stockholders of Utah pursuant to this Agreement and the Agreement of Merger, when so issued, will be duly and validly authorized and issued, fully paid and nonassessable. 6. No Breach of Statute or Contract; Governmental Authorizations; Required Consents. Except as provided in Section 2 of Article IV hereof, neither the execution and delivery of this Agreement by GE and GE Subsidiary or the Agreement of Merger by GE Subsidiary, nor compliance with the terms and provisions of this Agreement by GE and GE Subsidiary and the Agreement of Merger by GE Subsidiary, will conflict with or result in a breach of any of the terms, conditions or provisions of the charter or by-laws of GE or any of its subsidiaries or any judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which GE or any of its subsidiaries is subject or of any agreement, contract or commitment to which GE or General Electric Credit Corporation ("GECC") is a party and which is material to the financial condition or the operations of the business of GE or GECC or the financial condition or the operations of the business of GE and its subsidiaries considered as a whole, or constitute a material default thereunder, or give to others any interest or rights, including rights of termination, cancellation or acceleration, in or with respect to any of such agreements, contracts or commitments, or otherwise require the consent or approval of any person. 7. No Litigation or Adverse Events. There is no suit, action, or legal, administrative, arbitration or other proceeding or governmental investigation, pending or as to which GE or any of its subsidiaries has received in writing any claim or assertion, which might, individually or in the aggregate, materially and adversely affect the financial condition or the operations of the business of GE and its subsidiaries considered as a whole, or the conduct of the business of GE and its subsidiaries considered as a whole, except as set forth in Schedule 2 previously furnished by GE to Utah. 8. Authorization of Agreement. The execution and delivery and, subject to requisite approval by the stockholders of GE and GE Subsidiary, the performance of this Agreement and the Agreement of Merger by GE Subsidiary (and, in the case of this Agreement, by GE) have been duly and validly authorized and approved by the Boards of Directors of GE and GE Subsidiary, and GE and GE Subsidiary have taken, or will use their best efforts to take prior to the Time of Filing, all action required by law, their respective Certificates of Incorporation and By-Laws and all other action required to authorize the execution, delivery and performance of this Agreement and the Agreement of Merger. 9. Registration Statement and Proxy Statement. When the Registration Statement referred to in Section 4 of Article IV or any post-effective amendment thereto shall become effective, and when the Proxy Statements referred to in Section 2 of Article IV or any amendment or supplement thereto shall be mailed to holders of securities of GE and Utah, respectively, and at all times subsequent to such effectiveness or mailing up to and including the effective time of the Merger, such Registration Statement and such Proxy Statements and all amendments or supplements thereto, with respect to all information set forth therein relating to GE and GE Subsidiary and in respect of this Agreement and the Agreement of Merger, (i) will comply in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, and the rules and regulations of the SEC thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. 10. Brokers' or Finders' Fees, etc. No agent, broker, investment banker, person or firm acting on behalf of GE or any of its subsidiaries or under the authority of any of them is or will be entitled to any broker's or finder's fee or any other commission or similar fee directly or indirectly from any of the parties hereto in connection with any of the transactions contemplated herein except for Morgan Stanley & Co. Incorporated for providing certain financial and investment advice and for its evaluation of the exchange ratio, whose fees and expenses will be paid by GE. 11. Copies of Documents. GE has made available for inspection and copying by Utah true and correct copies of all documents referred to in this Article III or in any schedule delivered by GE to Utah pursuant to this Agreement. ? 12 ARTICLE IV Conduct And Transactions Prior To Effective Time Of Merger 1. Investigations; Operation of Business of Utah and GE. Between the date of this Agreement and the effective time of the Merger: (a) Utah and GE each agrees to use its best efforts to give to the other and to the other's representatives and agents full access to all the premises and books and records of it and its subsidiaries (and, in the case of Utah, its affiliates) and to cause it and its subsidiaries' (and, in the case of Utah, its affiliates') officers to furnish the other with such financial and operating data and other information with respect to the business and properties of it and its subsidiaries (and, in the case of Utah, its affiliates) as the other shall from time to time request; provided, however that any such investigation (i) shall be conducted in such manner as not to interfere unreasonably with the operation of the business of the other and the other's subsidiaries (and, in the case of Utah, its affiliates) and (ii) shall not affect any of the representations and warranties hereunder. In the event of termination of this Agreement, Utah and GE will each return to the other all documents, work papers and other material obtained from the other and the other's subsidiaries (and, in the case of Utah, its affiliates) in connection with the transactions contemplated hereby and will take such other steps in regard to the confidentiality of such material as have been mutually agreed upon by Utah and GE. (b) Utah will use its best efforts to preserve substantially intact the business organization of Utah and its subsidiaries and affiliates, to keep available the services of the present officers and employees of Utah and its subsidiaries and principal affiliates, and to preserve the present relationships of Utah and its subsidiaries and affiliates with persons having significant business relations therewith. (c) Utah and its subsidiaries and, to the extent that the same is within Utah's control, its affiliates shall conduct their respective businesses only in the ordinary course and, by way of amplification and not limitation, neither Utah nor any of its subsidiaries or affiliates will without the prior written consent of GE or except as contemplated by the agreements listed on Schedule B previously delivered by Utah to GE providing for the acquisition by Utah of Marcona's interest in the Samarco Project as described in such agreements (i) issue or commit to issue any capital stock or other ownership interest, or (ii) grant or commit to grant any options, warrants, or other rights to subscribe for or purchase or otherwise acquire any shares of its capital stock (other than as a result of forfeitures under the Restricted Stock Bonus Plans or Utah's Stock Investment Plan) or other ownership interest or issue or commit to issue any securities convertible into or exchangeable for shares of its capital stock or other ownership interest, or (iii) declare, set aside, or pay any dividend or distribution with respect to the capital stock or other ownership interest of Utah or any of its subsidiaries or affiliates (except dividends or distributions by wholly-owned subsidiaries of Utah to their domestic parent corporation and cash dividends by Utah Development Company and except for quarterly cash dividends on Utah Common Stock at a rate per share not greater than the rate per share paid during the quarter ended January 31, 1976, except that if by the time of the June meeting of the Board of Directors of Utah it is the opinion of the Board of Directors that there exists a reasonable uncertainty as to the closing date of the Merger then the Board of Directors may continue its practice of increasing regular quarterly dividend rates and paying a year-end extra dividend, provided that under no circumstances shall the proportion of 1976 earnings paid out in dividends exceed the average annual proportion of earnings paid out in the three preceding years, the record dates for the determination of stockholders of Utah entitled to such dividends to be not earlier than the record dates therefor during the comparable quarters of the preceding fiscal year), or (iv) directly or indirectly redeem, purchase or otherwise acquire or commit to acquire any capital stock or other ownership interest of Utah or any of its subsidiaries or affiliates or directly or indirectly terminate or reduce or commit to terminate or reduce any bank line of credit or the availability of any funds under any other loan or financing agreement, or (v) effect a split or reclassification of any capital stock of Utah or any of its subsidiaries or affiliates or a recapitalization of Utah or any of its subsidiaries or affiliates, or (vi) except as contemplated by Schedule A with respect to Mineracao Marex Ltda., change the charter, by-laws or other governing instruments of Utah or any of its subsidiaries or affiliates, or (vii) borrow or agree to borrow any 13