GUARANTEE DUTY OF THE SELLER'S SHAREHOLDER. The City of Brunswick shall be obliged by means of a collateral promise to guarantee the duties of the Seller pursuant to the above cipher X.a as well as pursuant to section 4b of the Share Purchase and Transfer Agreement. If and as far as it is not possible for the shareholder to fulfill the Seller's duties, the Seller's shareholder shall be obliged to fulfill these duties. Brunswick, ------------------------- ------------------------------------ ----------------------------------- - SWBS - - Purchaser - EXHIBITS Exhibit 1: Revised Text of the BVAG's Articles of Association Exhibit 2: Rules of Procedure for the BVAG's Board of Directors Exhibit 3: Profit-and-Loss Absorption Agreement Exhibit 4: GbR Partnership Agreement Exhibit 5: Real Estate Framework Agreement Exhibit 5a: Purchase of Real Estate SBWS Exhibit 5b: Purchase of Real Estate BVAG Exhibit 6: SWBS Re-Organization Framework Agreement Exhibit 7: Works Agreement Exhibit 8: Market Partner Agreement Exhibit 9: Supplement to the Concession Agreement Exhibit 10: Netting Agreement Exhibit 2 Rules of Procedure for the BVAG's Board of Directors Exhibit 5a Purchase of Real Estate SBWS Exhibit 5b Purchase of Real Estate BVAG Exhibit 8 Market Partner Agreement Exhibit 9 Supplement to the Concession Agreement The schedules listed above have been omitted from this exhibit; however, each of TXU Corp. and TXU Europe Limited hereby agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request by the Commission. COURTESY TRANSLATION FROM THE GERMAN EXHIBIT 1 "BVAG ARTICLES OF ASSOCIATION" TO THE CONSORTIUM AGREEMENT BETWEEN STADTWERKE BRAUNSCHWEIG GMBH AND TXU STADTWERKE HOLDING GMBH & CO. KG DATED MAY 15, 2002 ARTICLES OF ASSOCIATION OF BRAUNSCHWEIGER VERSORGUNGS-AG
