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The following is the text of the Guarantee in respect of the Notes. The Guarantee is written in the German

and English language. The German text shall be the legally binding version. The English language trans-

lation is provided for convenience only.

GUARANTEE

AEG Power Solutions B.V.

Amsterdam,

The Netherlands

in favour of the holders of the € 125,000,000 9.25 % Notes due 2015 (the “Notes”) issued by 3W Power

Holdings S.A. (the “Issuer”).

§ 1 Guarantee

1.1 AEG Power Solutions B.V. (the “Guarantor”) hereby unconditionally and irrevocably guaran-

tees by way of an independent payment obligation (selbständiges Zahlungsversprechen) to the

holders of the Notes (the “Noteholders”) (the expressions "Notes" and "Noteholders" as used

herein shall, for the purposes of this Guarantee, include any additional Notes issued by the Issuer

under § 10 of the terms and conditions of the Notes (the "Terms and Conditions") and any

Holders of any such additional Notes) the due and punctual payment of principal of, and interest

on, and any other amounts payable under the Terms and Conditions in respect of the Notes (the

“Guarantee”). This Guarantee shall be separate and independent from the obligations of the Is-

suer and shall exist irrespective of the validity and enforceability of the obligations of the Issuer.

1.2 The intent and purpose of this Guarantee is to ensure that the Noteholders under all circum-

stances, whether factual or legal, and regardless of the validity and enforceability of the obliga-

tions of the Issuer, or of any other grounds on the basis of which the Issuer may fail to effect

payment, shall receive the amounts payable as principal, interest and other amounts payable to

the Noteholders pursuant to the Terms and Conditions on the due dates as provided for in the

Conditions of Issue. The Guarantor's payment obligations under this Guarantee become auto-

matically due and payable if and when the Issuer does not make a payment with respect to the

Notes when such payment is due and payable pursuant to the Terms and Conditions.

1.3 The Guarantor hereby expressly waives any right it may have of first requiring the Noteholders

to enforce any of their respective claims for payment against the Issuer before claiming payment

from the Guarantor under this Guarantee. The Guarantor further expressly waives any personal

defences of the Issuer (Einreden des Hauptschuldners) as well as any defences arising out of the

Issuer's right of revocation (Anfechtbarkeit) or set-off (Aufrechenbarkeit) with respect to the

Notes. This waiver shall not apply to any defences relating to any right of set-off with counter-

claims that are (i) uncontested (unbestritten) or (ii) based on an unappealable (rechtskräftig fest-

gestellt) court decision.

1.4 This Guarantee is discharged upon the full and irrevocable satisfaction of all claims guaranteed

pursuant to this § 1. However, if any of the guaranteed Obligations was only temporarily satis-

fied or is subject to be set aside by an insolvency administrator (Anfechtungsrecht) or can be

avoided otherwise, the Guarantee shall continue in full force and effect.

§ 2 Status, Negative Pledge

2.1 The Guarantee constitutes a direct, unconditional, unsubordinated and unsecured obligation of

the Guarantor which ranks pari passu with all other unsubordinated and unsecured obligations of

the Guarantor, present and future, except for obligations mandatorily preferred by law.

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AEG 21604 G Manual de usuario Pagina 211

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AEG 21604 G Manual de usuario Pagina 211

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