ARTICLE VII General 1. Amendments. Subject to applicable law, this Agreement and any exhibit attached hereto may be amended upon authorization by the Boards of Directors of the parties hereto before or after the meetings of stockholders referred to in Section 2 of Article IV hereof at any time prior to the Time of Filing except that no such amendment shall affect the rate of exchange provided for in Article V of the Agreement of Merger. 2. "Subsidiaries;" "Affiliates;" "Principal Subsidiaries;" "Principal Affiliates." A "subsidiary" with respect to Utah or GE shall mean a corporation (or equivalent legal entity under foreign law) of which Utah or GE, as the case may be, owns directly or indirectly more than 50% of the stock the holders of which are ordinarily and generally, in the absence of contingencies or understandings, entitled to vote for the election of a majority of the directors except that, with respect to consolidated financial statements referred to in this Agreement, a "subsidiary" shall include only those corporations the accounts of which are consolidated with Utah or GE, as the case may be. "Affiliates" of Utah shall mean (i) a corporation (or equivalent legal entity under foreign law), other than Cyprus Pima Mining Company and the other corporations listed on Schedule A previously delivered by Utah to GE as excluded from such definition, of which Utah owns directly or indirectly 50% or less of the stock the holders of which are ordinarily and generally, in the absence of contingencies or understandings, entitled to vote for the election of a majority of the directors and (ii) any joint venture or partnership (or equivalent legal entity under foreign law), other than joint ventures or partnerships listed on Schedule A as excluded from such definition, in which Utah or any of its subsidiaries or affiliates has an interest in the earnings or capital or of which Utah or any of its subsidiaries or affiliates is a general partner. "Principal subsidiaries" of Utah shall refer to: Ladd Petroleum Corporation, Utah International Finance Corp., Utah Mines Ltd., UDC and Utah Shippers Inc. "Principal affiliates" of Utah shall refer to: Goldsworthy Mining Limited, Central Queensland Coal Associates, Mount Goldsworthy Mining Associates, Samarco, Marcona and its subsidiaries Marcona International, S.A. and Marcona Carriers, Ltd. 3. Schedules. Each schedule delivered pursuant to the terms of this Agreement is in writing and has been initialed by the Chairman, one of the Vice Chairmen, the President or one of the Vice Presidents of the delivering party. 4. No Survival of Representations and Warranties. The respective representations and warranties of Utah and GE contained herein shall expire and be terminated and extinguished at the effective time of the Merger or the termination and abandonment thereof, as the case may be. 5. Governing Law. This Agreement and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of Delaware. 6. Notices. Any notices or other communications required or permitted hereunder shall be sufficiently given if sent by registered mail or certified mail, postage prepaid, addressed, if to GE or GE Subsidiary, to General Electric Company, 3135 Easton Turnpike, Fairfield, Conn. 06431, Attention of Walter A. Schlotterbeck, Secretary; and if to Utah, to Utah International Inc., 550 California Street, San Francisco, California 94104, Attention of Bruce T. Mitchell, Secretary; or such other address as shall be furnished in writing by either party, and any such notice or communication shall be deemed to have been given as of the date so mailed (except that a notice of change of address shall not be deemed to have been given until received by the addressee). 7. No Assignment. Neither this Agreement nor the Agreement of Merger may be assigned by operation of law or otherwise. 8. Headings. The descriptive headings of the several Articles, Sections and paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. 26 9. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to each of the other parties hereto. In Witness Whereof, each of the parties hereto has caused this Agreement 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. (Corporate Seal) General Electric Company By R. H. Jones Chairman Attest: Walter A. Schlotterbeck Secretary (Corporate Seal) GESUB of Delaware, Inc. By R. H. Jones Chairman Attest: J. Handros Secretary (Corporate Seal) Utah International Inc. By E. W. Littlefield Chairman Attest: Bruce T. Mitchell Secretary 27 ?