TROY GAC LUXEMBOURG III

Exhibit 6

EXECUTION COPY

▇▇▇▇ GAC LUXEMBOURG III

€170,000,000

AMENDED AND RESTATED
SENIOR UNSECURED FACILITY
AGREEMENT

Dated as of June 15, 2005

TABLE OF CONTENTS

			Page

1.	INTRODUCTION AND DEFINITIONS.		1
2.	THE FACILITIES.		1
	2.1.	Available Facilities.	1
	2.2.	Finance Parties’ Rights and Obligations.	2
3.	UTILIZATIONS.		2
	3.1.	Lenders’ Participations; Reduction in Commitments.	2
	3.2.	Utilization Notice.	2
	3.3.	First Utilization Date.	3
4.	CLOSING; UTILIZATION DATE.		3
	4.1.	Closing.	3
	4.2.	Utilization Date; Issue of Notes	3
5.	CONDITIONS.		4
	5.1.	Conditions to the First Utilization Date.	4
	5.2.	Conditions to any Other Utilization Date.	4
6.	INTEREST.		4
	6.1.	Accrual; Calculation of Interest.	4
	6.2.	Payment of Interest.	5
	6.3.	Default Interest.	5
	6.4.	Notification of Rates of Interest.	5
	6.5.	Payment; Interest Periods.	6
	6.6.	Non-Business Days.	6
7.	CHANGES TO THE CALCULATION OF INTEREST.		6
	7.1.	Absence of Quotations.	6
	7.2.	Market disruption.	6
	7.3.	Alternative Basis of Interest or Funding.	7
8.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE GUARANTORS.		7

9.	REPRESENTATIONS OF THE LENDERS.		7
10.	PREPAYMENTS AND REDEMPTIONS OF THE NOTES.		7
	10.1.	Redemption of Notes on First Utilization Date	7
	10.2.	Optional Prepayments of Utilizations.	8
	10.3.	Change of Control.	8
	10.4.	Mandatory Prepayment of Notes.	8
	10.5.	Notice of Mandatory Prepayment; Payment.	9
	10.6.	Maturity; Surrender, Etc.	9
	10.7.	Purchase of Notes.	10
	10.8.	Reduction of Commitments with Excess Proceeds.	10

11.	MATURITY; CONVERSION AND EXCHANGE.		10
	11.1.	Maturity.	10
	11.2.	Conversion to Extended Notes.	10
	11.3.	Option to exchange Term Loans for Exchange Notes.	11
12.	COVENANTS.		12
	12.1.	Permanent Refinancing of the Notes.	12
13.	INCREASED COSTS.		14
	13.1.	Increased Costs.	14
	13.2.	Increased Cost Claims.	15
	13.3.	Exceptions.	15
	13.4.	Break Costs.	15
14.	TERMINATION OF COMMITMENTS; DEFAULTS AND REMEDIES.		15
	14.1.	Termination.	15
	14.2.	Events of Default.	16
15.	REGISTRATION; TRANSFER OF NOTES.		16
	15.1.	Maintenance of Register; Transfer of Notes.	16
	15.2.	Registered Form.	16
	15.3.	Agent to Hold the Global Note.	17
	15.4.	Completion of the Global Note.	17
	15.5.	Authentication.	17
	15.6.	Cancellation, Destruction and Records.	17
	15.7.	Documents and Forms.	18
	15.8.	Deposit of Notes.	18
	15.9.	Transferee of Notes.	18
16.	PAYMENT MECHANICS.		19
	16.1.	Payments to the Agent.	19
	16.2.	Distributions by the Agent.	19
	16.3.	Clawback.	19
	16.4.	Partial Payments.	19
	16.5.	No set-off by Company and Guarantors.	20
	16.6.	Business Days.	20
17.	EXPENSES, AND INDEMNIFICATION, ETC.		20
	17.1.	Transaction Expenses.	20
	17.2.	Indemnity.	20
	17.3.	Survival.	22
18.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES.		22
19.	AMENDMENT AND WAIVER.		22
	19.1.	Requirements.	22
	19.2.	Binding Effect.	23
	19.3.	Supplemental Agreements.	23
	19.4.	Notes Held by Company.	23

20.	NOTICES.		24
21.	CONFIDENTIAL INFORMATION.		24
22.	SUBSTITUTION OF LENDER.		25
23.	ROLE OF THE AGENT.		25
24.	SECURITY.		25
	24.1.	Security Documents and Intercreditor Agreement.	25
	24.2.	Further Assurance.	25
	24.3.	Relative Rights.	26
	24.4.	Collateral of Target.	26
	24.5.	Authorization of Actions to Be Taken by the Agent Under the Security Documents.	26
	24.6.	Release of Collateral.	26
	24.7.	Collateral Agent.	27
25.	GUARANTEES.		27
	25.1.	Guarantees	27
	25.2.	Limitation on Guarantor Liability.	29
	25.3.	Release of Guarantees	29
	25.4.	No Recourse against Directors.	30
	25.5.	Luxembourg Guarantors	30
26.	MISCELLANEOUS.		30
	26.1.	Successors and Assigns.	30
	26.2.	Day Count Convention.	31
	26.3.	Days in a Period.	31
	26.4.	Satisfaction Requirement.	31
	26.5.	Severability.	31
	26.6.	Construction.	31
	26.7.	Execution in Counterparts.	32
	26.8.	Governing Law; Submission to Jurisdiction, Etc.	32
	26.9.	Waiver of Jury Trial.	33

iii

SCHEDULES

Schedule 1(A)	Information Relating to the Lenders
Schedule 1(B)	Original Guarantors
Schedule 2	Defined Terms
Schedule 3(A)	Conditions to be Satisfied on or prior to the First Utilization Date
Schedule 3(B)	Conditions to be Satisfied on or prior to each Utilization Date (Other than the First Utilization Date)
Schedule 4	Representations and Warranties
Schedule 5	Events of Default
Schedule 6	Covenants
Schedule 7	Agreed Security Principles
Schedule 8	[Reserved]
Schedule 9	Agency Provisions
Schedule 10	Mandatory Cost Rate

EXHIBITS

Exhibit A	Form of Global Note
Exhibit B	Form of Utilization Notice
Exhibit C	Form of Transfer Certificate
Exhibit D	Form of Opinion of Counsel (in connection with the issuance of Exchange Notes)
Exhibit E	Form of Officer’s Certificate (in connection with the issuance of Exchange Notes)
Exhibit F	Extended Notes Term Sheet
Exhibit G	Exchange Notes Term Sheet

THIS FACILITY AGREEMENT is made on June 15, 2005 and is made

BETWEEN:

(1)	▇▇▇▇ GAC LUXEMBOURG III, a Luxembourg société en commandite par actions, having its registered office at ▇-▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, as the Company (the “Company”);
(2)	▇▇▇▇ ▇▇, a company incorporated as a société à responsabilité limitée under the laws of Luxembourg, having its registered office at ▇-▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, as the Parent Guarantor (the “Parent Guarantor”);
(3)	The persons listed in Schedule 1(A) (the “Lenders”), as the Lenders;
(4)	The companies listed on Schedule 1(B) (the “Original Guarantors”), as the Original Guarantors;
(5)	▇.▇. ▇▇▇▇▇▇ EUROPE LIMITED, as Agent; and
(6)	▇.▇. ▇▇▇▇▇▇ EUROPE LIMITED, as Collateral Agent.

IT IS AGREED:

1.	INTRODUCTION AND Definitions.

Reference is made to the senior unsecured facility agreement dated April 3, 2005, made between the Company, the guarantors named therein, the lenders named therein, the Agent and the Collateral Agent (the “Original Facility Agreement”). This Facility Agreement amends and restates the Original Facility Agreement so that the Original Facility Agreement and the rights and obligations of the parties under the Original Facility Agreement are replaced with the rights and obligations set out in this Facility Agreement.

Capitalized terms used in this Facility Agreement shall have the meanings specified in Schedule 2 attached hereto; and references in this Facility Agreement to a “Schedule” or an “Exhibit” are, unless otherwise specified herein, references to a Schedule or an Exhibit attached to this Facility Agreement.

2.	THE FACILITIES.
2.1.	Available Facilities.

(a) Subject to the terms of this Facility Agreement, the Lenders agree to allow the Company to make Drawings by subscribing for Notes issued by the Company pursuant to a euro credit facility (the “Facility”) in an aggregate amount equal to the Total Commitments. The Company offers the Notes to the Lenders and, subject to the terms and conditions of this Facility Agreement, the Lenders accept such offer.

(b) Subject to the provisions of this Facility Agreement (including Section 4.06 (Limitation on Indebtedness) of Schedule 6) and the other Finance Documents, the Company may issue additional notes with the same terms, conditions and security and as part of the same series as the Notes after the fulfillment of the Lenders’ Commitments hereunder by entering into additional facility agreements substantially similar to this Facility Agreement.

2.2.

Finance Parties’ Rights and Obligations.

(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other party to the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent and any debt arising under the Finance Documents to a Finance Party from the Company or any Guarantor shall be a separate and independent debt.

(c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

(d) For the avoidance of doubt, no Lender shall be required to subscribe for any Notes in excess of its Commitment.

3.	UTILIZATIONS.
3.1.	Lenders’ Participations; Reduction in Commitments.

(a) Subject to the terms and conditions of this Facility Agreement, each Lender shall make its participation in each Drawing available to the Company on each Utilization Date, each of which shall occur during the period of time specified in Section 3.2 and as set forth in the Utilization Notice.

(b) For the avoidance of doubt, the aggregate principal amount of Notes to be subscribed for in any Drawing shall be divided among the Lenders on a pro rata basis based on the Commitment of each Lender.

(c) Upon a subscription for Notes by any Lender in any Drawing, the Commitment of such Lender under the Facility shall be reduced and be cancelled by an amount equal to its pro rata share of the aggregate face amount of Notes subscribed for by the Lenders on such Drawing; provided that the Commitments in respect of any Notes subscribed for on the first Utilization Date that are redeemed by the Company on the first Utilization Date pursuant to Section 10.1 shall not be reduced or cancelled pursuant to this Section 3.1(c) unless otherwise reduced or cancelled pursuant to any other provision of this Facility Agreement.

3.2.

Utilization Notice.

(a) Each Drawing shall be made upon notice, given not later than 11:00 A.M. (London time) on the third Business Day (or such other date as may be agreed by the Lenders and the Company) prior to the date of such Drawing (each such date, a “Utilization Date”) by the Company to the Agent (copies to each Lender). All Utilization Dates shall occur during the period of time from (and including) the Block Purchase Closing Date through (and including) the date that is 15 months immediately succeeding the Block Purchase Closing Date (the “Availability Period”); provided that in no event shall the first Utilization Date occur on or after July 31, 2005; provided further that in no event shall any Utilization Date occur after the Termination Date. The notice of each proposed Drawing (the “Utilization Notice”), duly executed by a director or manager of the company, shall be by telex or facsimile, in substantially the form of Exhibit B attached hereto, specifying therein (i) the requested Utilization Date (which shall be a Business Day), (ii) the amount of the proposed Drawing on such Utilization Date and (iii) the time and place of the Closing for such Drawing referred to in Section 4.1. Notwithstanding anything to the contrary contained in this Section 3.2(a), if the ▇▇▇▇▇

▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Date occurs on June 15, 2005, then the Utilization Notice in respect of the first Utilization Date shall be given not later than 11:00 A.M. (London time) on June 14, 2005.

(b) Notwithstanding anything to the contrary contained in Section 3.2(a), the first Utilization Date shall be the Block Purchase Closing Date and any subsequent Utilization Date shall be (i) the date of consummation of the Cash-Out Merger or (ii) if the Cash-Out Merger is not consummated, in respect of the Fallback Plan, any date during the Availability Period that would facilitate the consummation of the Fallback Plan as described in the Structure Memorandum and (iii) subsequent to the first Utilization Date, any date during the Availability Period that would facilitate a Market Purchase.

(c) The amount of any proposed Drawing on any Utilization Date (other than the first Utilization Date) under this Facility Agreement shall be the pro rata portion of the aggregate amount required by ▇▇▇▇ I and its Subsidiaries to effect the Cash-Out Merger, the Merger by Absorption or each Market Purchase, as the case may be, based on the available commitments under each of the Bridge Facilities.

(d) If the Agent does not receive a Utilization Notice prior to the third Business Day prior to July 31, 2005 (or such other date as may be approved by the Lenders and the Company), each Lender shall, at its election, be relieved of all further obligations under this Facility Agreement.

3.3.

First Utilization Date.

Subject to Section 10.1, on the first Utilization Date the amount of the Drawing shall be in an amount equal to the Total Commitments.

4.	CLOSING; UTILIZATION DATE.
4.1.	Closing.

The Drawing on each Utilization Date shall occur at a closing (each a “Closing”) at the place and time (such place being located in London, United Kingdom and such time being at or before 3:00 p.m. (London time) on such Utilization Date) that is notified to the Agent and the Lenders in the Utilization Notice for such Drawing, or at such other times or places as may be agreed between the Lenders and the Company.

4.2.

Utilization Date; Issue of Notes

(a) On each Utilization Date, subject to the fulfillment of the applicable conditions set forth in Section 5 hereof and subject to paragraph (c) below, the Agent on behalf of the Company will authenticate and deliver the Notes to the Lenders pursuant to Section 15.4, against delivery by each Lender to the Company or its order of same day funds in the amount equal to its pro rata share of the Drawing to be made on such Utilization Date by wire transfer for the account of the Company to the account designated by the Company in the Utilization Notice. If at such Utilization Date, subject to the Certain Funding Basis, any of the conditions set forth in Sections 5.1 or 5.2, as the case may be, shall not have been fulfilled to the satisfaction of the Original Mandated Lead Arrangers (acting reasonably), each Lender shall, at its election, be relieved of all further obligations under this Facility Agreement, without hereby waiving any rights it may have by reason of such failure or such non-fulfillment.

(b) The Notes shall be issued in such aggregate principal amount as is specified to be subscribed for by such Lender in the related Utilization Notice and in such number of Notes and in such denominations (with a minimum of €100,000 and integral multiples of €100,000 in excess thereof) as are specified to the Company by such Lender at least three Business Days prior to such

Utilization Date (and in the absence of such specification, in a single Note), in each case duly executed by the Company and each of the Guarantors.

(c) The Agent shall hold each Note in safe custody for and on behalf of the Holders and shall not part with possession of such Notes without the consent of all the Holders. The Agent shall not be responsible for any loss incurred in connection with any such deposit.

(d) Notwithstanding anything to the contrary contained in this Facility Agreement, all Notes issued hereunder shall be represented by one or more Global Notes registered in the name of the Agent.

5.	CONDITIONS.
5.1.	Conditions to the First Utilization Date.

Each Lender’s obligation to participate in the Drawing on the first Utilization Date is subject to the fulfillment to the satisfaction of the Original Mandated Lead Arrangers (acting reasonably), on or prior to the first Utilization Date, of the conditions set forth on Schedule 3(A) hereto (subject to the Certain Funding Basis) or to the satisfaction of the Original Mandated Lead Arrangers (acting reasonably) that any such conditions will immediately upon completion of the Block Purchase be satisfied.

5.2.

Conditions to any Other Utilization Date.

Each Lender’s obligation to participate in any Drawing on any Utilization Date (other than the first Utilization Date) is subject to the fulfillment to the satisfaction of the Original Mandated Lead Arrangers (acting reasonably), on or prior to such Utilization Date, of the conditions set forth on Schedule 3(B) hereto (subject to the Certain Funding Basis).

6.	INTEREST.
6.1.	Accrual; Calculation of Interest.

(a) Interest on the unpaid balance of the principal amount of the Notes shall accrue during each Interest Period at a rate per annum equal to the Applicable Interest Rate for such Interest Period.

(b) Subject to Sections 6.3 and 7 and this Section 6.1, the “Applicable Interest Rate” means the percentage rate per annum which is the aggregate of the applicable:

(i)	prevailing Spread;
(ii)	EURIBOR; and
(iii)	Mandatory Cost Rate.

(c) “Spread” means 5.50%; provided, however, that if all or any portion of the principal of Notes remains unpaid on the date that is six months following the first Utilization Date (the “Increase Date”), the prevailing Spread shall be increased by a further 0.50% on the first day of each three-month period commencing on or following the Increase Date until the entire principal amount of Notes and all interest thereon shall have been paid in full. For the avoidance of doubt, subsequent to the Increase Date, the Applicable Interest Rate (but not EURIBOR) will be reset on the first day of each three-month period referred to in the immediately preceding sentence; provided,

however, that the applicable EURIBOR on the first day of an interest period shall apply throughout such Interest Period.

(d) Notwithstanding anything to the contrary contained in this Section 6.1, at no time will the aggregate of the prevailing Spread and EURIBOR exceed 10.50%; provided that, if for any Interest Period, the aggregate of the prevailing Spread and EURIBOR exceeds 9.50%, an amount equal to the difference between (i) the actual amount of interest accrued for such period at a rate equal to the aggregate of the prevailing Spread and EURIBOR and (ii) the amount of interest that would have accrued if the aggregate of the prevailing Spread and EURIBOR had been equal to 9.50%, shall be added to, and deemed for all purposes of, the Notes to constitute a portion of the principal amount of the Notes outstanding.

(e) Notwithstanding anything to the contrary contained in this Section 6.1, with respect to any Notes issued on any Utilization Date occurring subsequent to the first Utilization Date, (w) the rate of interest on such Notes shall be equal to the rate of interest on the then outstanding Notes issued hereunder, (x) the rate of interest on such Notes for subsequent Interest Periods shall be adjusted in the same manner as the rate of interest on the then outstanding Notes issued hereunder and (y) such Notes shall have the same Interest Payment Dates (other than the initial Interest Payment Date for such Notes) and the same Interest Periods (other than the initial Interest Period) as the then outstanding Notes issued hereunder.

6.2.

Payment of Interest.

The Company shall pay accrued interest on each Note on the last day of each Interest Period.

6.3.

Default Interest.

(a) If the Company or any Guarantor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 1.00% higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Note for successive Interest Periods. Any interest accruing under this Section 6.3 shall be immediately payable by the Company or such Guarantor on demand by the Agent.

(b) If any overdue amount consists of all or part of a Note which became due on a day which was not the last day of an Interest Period relating to that Note:

(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Note; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be 1.00% higher than the rate which would have applied if the overdue amount had not become due.

(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

6.4.

Notification of Rates of Interest.

The Agent shall promptly notify the Lenders, the Holders and Company of the determination of a rate of interest under this Facility Agreement.

6.5.

Payment; Interest Periods.

Prior to the completion of Syndication, interest on the Notes shall be payable monthly in arrears on the 15th of each month, commencing on the 15th of the month immediately following the month in which the Block Purchase Closing Date occurs; following the completion of Syndication, interest on the Notes shall be payable semi-annually in arrears on April 15 and October 15 of each year, and on the date on which the unpaid principal balance of this Note shall be paid in full (collectively, the “Interest Payment Dates”). “Interest Period” means each one-month or six-month period, as the case may be, preceding an Interest Payment Date (or, (i) in respect of the first or last period for which the Applicable Interest Rate for any Notes is to be calculated and (ii) in respect of the period immediately following Syndication, such other period preceding the Interest Payment Date).

6.6.

Non-Business Days.

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

7.	CHANGES TO THE CALCULATION OF INTEREST.
7.1.	Absence of Quotations.

Subject to Clause 7.2, if EURIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 12:00 P.M. on the relevant Quotation Day, the applicable EURIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

7.2.

Market disruption.

(a) If a Market Disruption Event occurs in relation to a Note for any Interest Period, then the rate of interest on each Lender’s portion of that Note for the Interest Period shall be the rate per annum which is the sum of:

(i)	the applicable Spread;

(ii) the rate notified to the Agent by that Holder as soon as practicable, and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Holder of funding its portion of that Notes from whatever source it may reasonably select; and

(iii) the Mandatory Cost Rate, if any, applicable to that Holder’s participation in the Notes.

(b)	In this Facility Agreement “Market Disruption Event” means:

(i) at or about noon on the Quotation Day for the relevant Interest Period, the Screen Rate is not available and none, or if more than one exists only one, of the Reference Banks supplies a rate to the Agent to determine EURIBOR for the relevant Interest Period; or

(ii) before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Holder or Holders (whose portion of the relevant Note exceeds 50% of all Notes outstanding) that the

cost to it of obtaining matching deposits in the European interbank market would be in excess of EURIBOR.

7.3.

Alternative Basis of Interest or Funding.

(a) If a Market Disruption Event occurs and the Agent or the Parent Guarantor so requires, the Agent and the Parent Guarantor shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

(b) Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Holders and the Parent Guarantor, be binding on all parties to this Facility Agreement.

8.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE GUARANTORS.

The Parent Guarantor (for itself and, to the extent expressed to be applicable to them, its Subsidiaries) and each Guarantor (for itself and, to the extent expressed to be applicable to them, its Subsidiaries) makes the representations and warranties set out in Schedule 4 hereto to each Finance Party on the dates stated therein.

9.	REPRESENTATIONS OF THE LENDERS.

Each Lender represents and warrants to the Company and the Guarantors that:

(a) (i) it is a qualified institutional buyer or (ii) it is outside the United States as defined in Rule 902(l) of the Securities Act;

(b) it understands that the Notes have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and it will not offer, sell, transfer, pledge, hypothecate or otherwise dispose of the Notes unless pursuant to a transaction either registered under, or exempt from registration under, the Securities Act and the applicable securities laws of any state or other jurisdiction; and

(c) it understands that the Notes may not and will not be offered or sold to the public in Luxembourg, directly or indirectly, and, neither this document nor any other circular, form of application, advertisement or other material will be distributed or otherwise made available to the public in, or from or published in, Luxembourg.

For the avoidance of doubt, nothing in this Facility Agreement should be construed as implying that the Notes constitute a security under the laws of any jurisdiction other than Greece.

10.	PREPAYMENTS AND REDEMPTIONS OF THE NOTES.
10.1.	Redemption of Notes on First Utilization Date

(a) On the first Utilization Date, the Company shall immediately prepay the outstanding Drawings in an amount equal to:

(i)	the outstanding Drawings under the Facility; less

(ii) an amount equal to 10.1761% of the Step One Costs. “Step One Costs” means the aggregate of (1) the amount required to fund the aggregate purchase price of the

Block Purchase (plus all fees and expenses related thereto) and (2) the amount required to refinance the Indebtedness of the Target as set forth in the Structure Memorandum.

(b) For the avoidance of doubt, the cost of funding the amount of outstanding Drawings that is prepaid on the first Utilization Date under this Section 10.1 shall be equal to the interest that would have accrued on such amount had it been outstanding for one day. Such cost shall be payable to the Lenders in cash pro rata based on each Lender’s participation in such Drawings.

10.2.

Optional Prepayments of Utilizations.

The Company may, at its option, at any time, without premium or penalty, upon not less than ten days’ prior written notice to the Agent, prepay all or any part of the Notes, in an aggregate principal amount of €100,000 or integral multiples of €100,000 in excess thereof (or, if less, the remaining aggregate principal amount of all Notes outstanding at such time), plus all accrued and unpaid interest thereon, if any, to the date of such prepayment. Each notice of an optional prepayment of any Utilization pursuant to this Section 10.2 shall specify the date fixed for such prepayment, the principal amount of Notes to be prepaid and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall state that such prepayment is to be made pursuant to this Section 10.2. Once given, notice of any optional prepayment delivered pursuant to this Section 10.2 shall be irrevocable and not subject to any conditions.

10.3.

Change of Control.

Upon the occurrence of a Change of Control,

(a) the Parent Guarantor or the Company shall repay all outstanding Notes together with all amounts payable by the Company under this Facility Agreement as set forth in Section 4.11 (Purchase of Notes upon a Change of Control) of Schedule 6 hereto;

(b) the Facility shall be immediately cancelled and all Commitments reduced to zero.

10.4.

Mandatory Prepayment of Notes.

(a) Subject to the Intercreditor Deed, upon receipt by the Parent Guarantor or any of its Restricted Subsidiaries of the Net Proceeds from:

(1) the Incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of any Indebtedness in any public or private securities offering or placement (including, without limitation, the Permanent Refinancing, but excluding any such Indebtedness Incurred to finance the Acquisition and the Target Refinancing);

(2) subject to Section 10.4(b) below, the Incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of any Indebtedness under Credit Facilities (excluding any such Indebtedness Incurred to finance the Acquisition and the Target Refinancing); or

(3)	the sale or issuance by the Parent Guarantor of:

(i) any shares of its Capital Stock (or other ownership or profit interests therein),

(ii) any securities convertible into or exchangeable for shares of its Capital Stock (or other ownership or profit interests therein), or

(iii) any warrants, options or other rights for the purchase or acquisition of any shares of its Capital Stock (or other ownership or profit interests therein),

(other than the Equity Contributions and subject to Section 4.07(b)(i) of Schedule 6) the Parent Guarantor or Company shall apply such proceeds, net of fees and expenses actually Incurred in connection with such Incurrence, sale or issuance and net of taxes paid or payable as a result thereof (the “Net Proceeds”), to prepay an aggregate principal amount of Notes outstanding in the same manner as described under Section 4.09(c) through (e) of Schedule 6 hereto as if such Net Proceeds referred to in this Section 10.4 equaled the Excess Proceeds referred to therein.

(b) Notwithstanding the foregoing, the Parent Guarantor and the Company shall not be required to prepay any Notes with the proceeds of the Incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of any Indebtedness under Section 4.06(b)(vii) (Capital Lease or Purchase Money Obligations basket), Section 4.06(b)(xi)(general debt basket) and Section 4.06(b)(xii) (acquisition debt basket) of Schedule 6 so long as (1) each of ▇▇▇▇ V, under the Senior Secured Facility Agreement, and ▇▇▇▇ PIK, under the PIK Facility Agreement, has elected to Incur such Indebtedness under the equivalent basket in each of the Senior Secured Facility Agreement and the PIK Facility Agreement and (2) none of the Parent Guarantor nor any of its Restricted Subsidiaries uses such proceeds to prepay any of the Notes, the Senior Secured Notes, the PIK Notes or any outstanding Indebtedness under the Super-Priority Subscription Agreement. Notwithstanding Section 4.06(d)(i) of Schedule 6 hereto, the Incurrence of any such Indebtedness may not thereafter be reclassified.

10.5.

Notice of Mandatory Prepayment; Payment.

(a) No later than 10 business days (or such other date as may be agreed by the Agent and the Company) prior to each date the Parent Guarantor or any of its Restricted Subsidiaries expects to receive any Net Proceeds referred to in Section 10.4, the Company or the Parent Guarantor shall give notice to the Agent and each Holder, which notice shall state:

(i) that an event is expected to occur that will require the Company to make a mandatory prepayment of the Notes pursuant to Section 10.4 of this Facility Agreement and shall provide a description of the circumstances surrounding such event; and

(ii) the date on which such mandatory prepayment shall occur, which shall be no later than five Business Days following the date on which Net Proceeds are actually received by the Parent Guarantor or such Restricted Subsidiary.

		(b)	Such mandatory prepayment shall be made in accordance with Section 16.
10.6.	Maturity; Surrender, Etc.

In the case of each repayment or prepayment of the Notes pursuant to Sections 10.1, 10.2, 10.3 or 10.4, the principal amount of each Note to be repaid or prepaid shall mature and become due and payable on the date fixed for such repayment or prepayment, together with accrued and unpaid interest on such principal amount to such date. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the accrued and unpaid interest thereon as aforesaid, interest on such principal amount shall cease to accrue. Subject to Sections 4.2 and 15.6, any Note repaid or prepaid in full shall be surrendered to the Company and canceled and shall not be reissued, and no Note shall be issued in lieu of any repaid or prepaid principal amount of any Note.

10.7.

Purchase of Notes.

The Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment, prepayment or repurchase of the Notes in accordance with the terms of this Facility Agreement and the Notes. The Company will promptly cancel all Notes acquired by it pursuant to any payment, prepayment or purchase of Notes in accordance with the terms of this Facility Agreement and the Notes, and no Notes may be issued in substitution or exchange for any such Notes.

10.8.

Reduction of Commitments with Excess Proceeds.

Prior to the Termination Date, if (i) Net Proceeds are received by the Parent Guarantor or any of its Restricted Subsidiaries giving rise to mandatory prepayment under Section 10.4 or (ii) the Parent Guarantor is required to prepay any Notes with Excess Proceeds as described in Section 4.09 (Limitation on Sales of Assets and Subsidiary Stock) of Schedule 6; and such Net Proceeds or Excess Proceeds, as applicable, exceed the aggregate amount of Notes then outstanding plus accrued and unpaid interest thereon (the “Excess Prepayment Proceeds”) to the date of such prepayment, the Commitments of the Lenders shall be automatically and permanently reduced, on a pro rata basis, by an amount equal to such Excess Prepayment Proceeds.

11.	MATURITY; CONVERSION AND EXCHANGE.
11.1.	Maturity.

Subject to Section 11.2 below and the terms of the Notes, the Notes shall mature on the date that is the fifteen-month anniversary of the first Utilization Date (the “Conversion Date”).

11.2.

Conversion to Extended Notes.

(a) If, on the Conversion Date, the Notes have not been repaid, redeemed or repurchased in full, and provided that:

(i)	no Conversion Default has occurred and is continuing;

(ii) the Company shall have paid the conversion fee referred to in paragraph 1(b)(i)(4) of the Fee Letter; and

(iii) each Holder receives an Officers’ Certificate from the Company certifying to the items described in paragraphs (i) and (ii) above;

the Notes shall be automatically converted into and be deemed to be extended notes (the “Extended Notes”). Such conversion shall not be deemed a waiver of any Default or Event of Default.

(b) The Extended Notes shall have substantially the same terms (other than as set forth on Exhibit F hereto), and shall be governed by the provisions of this Facility Agreement to the same extent, as the Notes, provided that, if not earlier repaid, repurchased, redeemed or accelerated pursuant to the terms of this Facility Agreement, the Extended Notes shall mature and become due and payable on the date that is the nine-year anniversary of the first Utilization Date.

11.3.

Option to exchange Term Loans for Exchange Notes.

(a) On any Business Day on or after the Conversion Date, any Holder of an Extended Note may from time to time, but only in connection with a sale of Notes to a third party, elect to exchange all or any portion of its Extended Notes for notes (the “Exchange Notes”) having an equal principal amount as the Extended Notes so exchanged by giving prior irrevocable written notice (each such notice, an “Exchange Notice”) of such election to the Company, the Escrow Agent, the Agent, the Mandated Lead Arrangers and the trustee under any applicable Exchange Note Indenture (as defined below) specifying:

(i) the principal amount of its Extended Note to be exchanged (which shall be integral multiples of €100,000);

(ii) the name of the proposed registered holder of the Exchange Notes; and

(iii) subject to the terms of the relevant Exchange Note Indenture, the amount of each Exchange Note requested (which shall be equal to the principal amount of the Extended Notes to be exchanged).

(b) The Exchange Notes shall have the terms and conditions as set forth in Exhibit G hereto or such other terms as otherwise may be approved by the Original Mandated Lead Arrangers and the Company.

(c) In no event shall the aggregate principal amount of each initial tranche of Exchange Notes issued pursuant to this Section 11.3 be less than €10,000,000.

(d) Each Holder shall give five Business Days’ prior written notice in respect of any Exchange Notes to be issued under this Section 11.3, provided, however, that the Original Mandated Lead Arrangers shall give 10 Business Days’ prior written notice in respect of any new tranche of Exchange Notes to be issued pursuant to Section 11.3(b).

(e) The Company will execute and deliver one or more indentures setting forth the terms of the Exchange Notes (as amended, supplemented or otherwise modified from time to time, each an “Exchange Note Indenture”) containing the terms set forth in Exhibit G with changes therefrom, as specified in the Exchange Notice or as otherwise may be approved by the Original Mandated Lead Arrangers and the Company acting reasonably. The Company and the Original Mandated Lead Arrangers agree to negotiate in good faith and use their respective best endeavours to, on or prior to the date that is one month prior to the Block Purchase Closing Date, agree to the form of an Exchange Note Indenture, in form and substance reasonably satisfactory to the Original Mandated Lead Arrangers and the Company. In any event, the Company shall agree to the form of Exchange Note Indenture in form and substance reasonably satisfactory to the Original Mandated Lead Arrangers and the Company no later than one month prior to the Conversion Date. If requested by the Original Mandated Lead Arrangers, the Company shall execute one or more Exchange Note Indentures and Exchange Notes on a date that is at least one month prior to the Conversion Date and deposit such documents in an escrow reasonably satisfactory to the Original Mandated Lead Arrangers. The Company shall appoint under each Exchange Note Indenture a trustee eligible to act as trustee thereunder.

(f) Any Extended Notes exchanged for Exchange Notes pursuant to this Section 11.3 shall be exchanged as provided for in paragraph (g) below and cancelled and the Exchange Notes so issued shall be governed by and construed in accordance with the provisions of the Exchange Note Indenture.

(g) Not later than the third Business Day after delivery of an Exchange Notice with respect to an exchange of all or any portion of an Extended Note for one or more Exchange Notes:

(i) the Company shall exchange that portion of the Extended Note surrendered for exchange; and

(ii) the Escrow Agent shall deliver the applicable Exchange Note(s) to the trustee under the relevant Exchange Note Indenture for authentication and delivery to the holder or holders thereof specified in the Exchange Notice.

(h) On any date on which the Exchange Notes are issued pursuant to the terms hereof, the Company shall deliver to the Holder to which such Exchange Notes are to be issued the following documents, each dated the date of such issuance, as the case may be, and duly executed or authenticated, as the case may be, by each Person party thereto:

(i) An Officer’s Certificate in the form set forth in Exhibit E, other customary certificates and certified copies of such resolutions, consents and approvals as may be necessary in connection with the consummation of the issuance of the Exchange Notes.

(ii) An opinion of counsel to the Company, in form and substance reasonably satisfactory to the Original Mandated Lead Arrangers in the form set forth in Exhibit D.

12.

COVENANTS.

Until the principal of and interest on the Notes have been paid in full or, if no Notes have been issued hereunder, until the termination of this Facility Agreement, in addition to the covenants contained in this Section 12 or in any other section of this Facility Agreement, the Company and each Guarantor covenant and agree with each Lender and each Holder as set forth in Schedule 6 hereto.

12.1.

Permanent Refinancing of the Notes.

(a) As promptly as practicable after the date hereof, the Parent Guarantor shall, and shall cause each of its Restricted Subsidiaries, to use its and their reasonable commercial efforts to offer senior unsecured notes (the “Permanent Refinancing”) on terms to be mutually agreed among the Original Mandated Lead Arrangers and the Company for the purpose, among other things, of refinancing or redeeming the Notes then outstanding, which Permanent Refinancing shall yield an amount sufficient, and, if consummated, the proceeds of which shall be used, to repay the aggregate unpaid principal amount of the Notes in full plus accrued interest thereon to the date of repayment and all other amounts payable under the Finance Documents and to pay the fees and expenses related thereto as agreed in the Fee Letter and otherwise in accordance with the terms of the Engagement Letter, and to cooperate with the Mandated Lead Arrangers and provide the information reasonably required in connection with placing or selling or obtaining commitments for the purchase or acquisition of the Permanent Refinancing. Such cooperation will include, without limitation, at the request of the Mandated Lead Arrangers:

(1) the preparation of, as soon as practicable, an offering circular, prospectus or private placement memorandum (the “Offering Circular”) with respect to the Permanent Refinancing (in a form customary for offerings in the European high yield capital markets and that would be suitable to use on a roadshow for the sale of the Permanent Refinancing) and which would include, without limitation:

(i) audited consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of the three most recent financial years and audited consolidated income statements and statements of cash flow of the Parent Guarantor and its Subsidiaries for the three most recent financial years, including complete footnotes to such financial statements and the report of the independent auditors on the financial statements;

(ii) an unaudited condensed consolidated balance sheet of the Parent Guarantor and its Subsidiaries as of a date within 135 calendar days of the date of the Offering Circular and unaudited condensed statements of income and cash flow of the Parent Guarantor and its Subsidiaries for the year to date period ending on the unaudited condensed balance sheet date, and the comparable prior year period, together with condensed footnote disclosure;

(iii) if required, pro forma income statement and balance sheet information of the Parent Guarantor and its Subsidiaries, together with explanatory footnotes, for the Acquisition and any other material acquisitions, dispositions, recapitalizations or similar transactions that have occurred since the beginning of the most recently completed financial year;

(iv) an operating and financial review of the audited and unaudited financial statements of the Parent Guarantor and its Subsidiaries, including a discussion of the results of operations, financial condition, and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies of the Parent Guarantor and its Subsidiaries;

(v) a description of the business, management and shareholders of the Parent Guarantor and its Subsidiaries, all material affiliate transactions and a description of all material contractual arrangements, including material debt instruments;

(vi) material risk factors and material recent developments of the Parent Guarantor and its Subsidiaries; and

(vii) all other information that would be reasonably necessary to enable counsel for the Parent Guarantor and its Subsidiaries and counsel for the Mandated Lead Arrangers to issue a customary Rule 10b-5 statement.

(2) in connection with any issuance and sale of the Permanent Refinancing, the preparation and execution of underwriting agreements, purchase agreements, placement agency agreements substantially in the form of the Mandated Lead Arrangers’ standard agreements (modified to reflect the structure and consistent with relevant precedent of the Sponsors), modified as appropriate to reflect the terms of the Acquisition and containing such terms, covenants, conditions, representations, warranties and indemnities as are customary in similar transactions;

(3) the delivery of legal opinions, customary SAS 72 comfort letters with negative assurances and officers’ certificates, all in form and substance reasonably satisfactory to the Original Mandated Lead Arrangers and their counsel; the Parent Guarantor will use its commercially reasonable efforts to ensure that the auditors issuing the comfort letter do not attempt to limit their liability in respect of the underwriters or initial purchasers of the Permanent Refinancing;

(4) the delivery to the Mandated Lead Arrangers of projections as to future operations and such other financial information relating to the Target;

(5) preparing materials for, and making appropriate officers of ▇▇▇▇ GAC and the Target available to the Mandated Lead Arrangers for, meetings and presentations with appropriate rating agencies to obtain ratings of the Permanent Refinancing and using commercially reasonable efforts to procure a rating of the Permanent Refinancing by such ratings agencies on or before the date of delivery of the Offering Circular;

(6) cause appropriate officers of ▇▇▇▇ GAC and the Target to participate in a customary road show for the sale of the Permanent Refinancing and undertake other customary marketing efforts; and

(7) prior to such road show, the Parent Guarantor shall have in place the equity contribution downstreamed from the Sponsors (in accordance with the Structure Memorandum) in an aggregate amount equivalent to the difference between the Equity Contribution and 15% of the aggregate funding cost for the Transaction (assuming the purchase of 100% of the shares of Target, but excluding any amount funded under the Super-Priority Subscription Agreement).

(b) The indenture for the Permanent Refinancing will be substantially in the form of the Mandated Lead Arrangers’ counsel’s standard indenture for high-yield debt securities, modified as appropriate to reflect the terms of the Permanent Refinancing and otherwise in form and substance reasonably satisfactory to the Original Mandated Lead Arrangers and the Company. For the avoidance of doubt, the covenants for the Permanent Refinancing shall be consistent with relevant Sponsor precedent modified in light of then current business and market conditions.

13.	INCREASED COSTS.
13.1.		Increased Costs.

(a) Subject to Section 13.3, the Company shall, within three Business Days of a demand by the Agent, pay and the Parent Guarantor will procure that there is paid for the account of the relevant Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or

(ii)	compliance with any law or regulation,

made, enacted or imposed after the date of this Facility Agreement.

(b)	In this Agreement “Increased Costs” means:

(i) a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(ii)	an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitments or funding or performing its obligations under any Finance Document.

13.2.

Increased Cost Claims.

(a) Subject to Section 14.1(b), a Finance Party intending to make a claim pursuant to Section 13.1 shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Parent Guarantor.

(b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

13.3.

Exceptions.

Clause 13.1 does not apply to the extent any Increased Cost is:

(a)	attributable to any taxes;

(b) compensated for by Section 4.12 of Schedule 6 (Additional Amounts) (or would have been compensated for under Section 4.12 of Schedule 6 (Additional Amounts) but was not so compensated solely because the exclusion in paragraphs (b), (c) and (d) applied);

(c)	compensated for by any other provision of this Agreement; or

(d) attributable to the wilful or grossly negligent breach by the relevant Finance Party or its Affiliates of any law or regulation.

13.4.

Break Costs.

(a) The Company shall, within three Business Days of demand by a Holder, pay to such Holder its Break Costs attributable to all or any part of a Note or Unpaid Sum being paid by the Company on a day other than the last day of an Interest Period for that Note or Unpaid Sum.

(b) Each Holder shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

14.	TERMINATION OF COMMITMENTS; DEFAULTS AND REMEDIES.
14.1.	Termination.

(a) In the event of any of the following, each Lender may (i) terminate with immediate effect its Commitments under this Facility Agreement and (ii) if no Notes are then outstanding, terminate with immediate effect this Facility Agreement:

(i) it becomes unlawful in any applicable jurisdiction for such Lender to perform any of its obligations as contemplated by any of the Transaction Documents; provided that such termination shall only apply to the extent of the unlawful performance;

(ii) subject to the Certain Funding Basis, a Default occurs and is continuing; and

(iii)

the Block Purchase has not been completed prior to July 31, 2005.

(b) Each Lender (in consultation with the Company) shall take all reasonable steps to mitigate any circumstances which would result in any amount becoming payable under or pursuant to Section 13 (Increased Costs), Schedule 10 (Mandatory Cost Rate) or Section 4.12 (Additional Amounts) of Schedule 6 or which would result in any termination under Section 14.1(a)(i), including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or lending office; provided that this Section 14.1(b) does not in any way limit the obligations of any Company or Guarantor under the Finance Documents.

14.2.

Events of Default.

The terms and provisions of Schedule 5 hereto are incorporated by reference herein.

15.	REGISTRATION; TRANSFER OF NOTES.
15.1.	Maintenance of Register; Transfer of Notes.

(a) The Company hereby designates the Agent to serve as its agent for the purposes of this Section 15.1 to maintain a register (the “Register”) on which it will record the Commitments of each of the Lenders and the outstanding amount of the Notes issued to, or held by, each Holder.

(b) Any failure to make or update any such Register, or any error in such Register, shall not affect the Company’s or any Guarantor’s obligations in respect of those Notes.

(c) Notwithstanding any other provision of this Section 15.1 and subject to Section 26.1, no transfer shall be effective until that transfer is recorded on the Register maintained by the Agent and prior to such recording all amounts owing by the Company and the Guarantors under the Finance Documents to the transferor with respect to the rights transferred shall remain owing to the transferor.

(d) Notwithstanding any other provision of this Section 15.1, the registration of any transfer shall be recorded by the Agent on the Register only upon the delivery to and acceptance by the Agent of a properly executed and delivered Transfer Certificate in the form of Exhibit C hereto pursuant to this Agreement and no transfer shall be effective until so recorded.

(e) The Agent will promptly update the Register upon receipt by it of any such Transfer Certificate. The Register shall be available for inspection by the Company, any Guarantor, any Lender or any Holder from time to time upon reasonable prior notice.

(f) The Agent may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than €100,000, provided that, if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, such transfer may be equal to the entire holding of such Holder.

15.2.

Registered Form.

(a) Each Note shall be in registered form (registered in the name of the Holder thereof or its nominee) and title thereof shall pass upon the execution and delivery to the Agent of a Transfer Certificate in relation thereto in accordance with Section 4.2(a) and the transfer of that Note being recorded in the Register.

(b) The registered Holder of a Note shall be recognized by the Company and each Guarantor as entitled to that Note free from any equity, set-off or counterclaim on the part of the Company or any Guarantor against the original or intermediate Holder of that Note.

15.3.

Agent to Hold the Global Note.

Notes issued pursuant to this Facility Agreement shall be issued in the form of a Global Note, duly executed by the Company and authenticated by the Agent in accordance with Section 15.5. The Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principle amount of outstanding Notes from time to time endorsed thereon and that the aggregate principle amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, by the Agent to reflect the exchanges, repurchases, redemptions and transfers of interest therein, in accordance with the terms of this Facility Agreement. The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Facility Agreement.

15.4.

Completion of the Global Note.

The receipt by the Agent from the Company of a Utilization Notice shall be sufficient authority for the Agent to complete the Global Note by inserting the following details in the appropriate place in the Global Note with respect to the Notes represented by it:

(a)	the Maturity Date of such Notes;
(b)	the date of issue of such Notes; and
(c)	the principal amount of such Notes,

and to authenticate and deliver such Global Note on the relevant Utilization Date.

15.5.

Authentication.

The Agent shall arrange for the authentication certificate on the Global Note to be duly signed by one of its authorized signatories. Within 10 Business Days after the date of issue of any Notes, the Agent shall deliver to the Company a copy of such Global Note.

15.6.

Cancellation, Destruction and Records.

All Notes which mature and are paid shall be cancelled forthwith by the Agent. The Agent shall, as soon as reasonably practicable after the maturity date of any note, furnish the Company with a certificate signed by one duly authorized officer of the Agent stating (i) the aggregate principal amount of the Notes which have been paid and cancelled on such maturity date and (ii) that the cancelled Notes in its possession have been destroyed (unless otherwise previously instructed by the Company). The Agent shall keep a full and complete record of all Notes and of their issue, payment, cancellation and destruction and of all replacement Notes issued in substitution for lost, stolen, mutilated, defaced or destroyed Notes. The Agent may cause to be issued replacement Notes in place of Notes which have been lost, stolen, mutilated, defaced or destroyed and the Company will cause replacement Notes to be delivered to the Agent for this purpose upon the provision to the Company of such evidence and indemnity in favor of the Company as the Company shall reasonably require.

15.7.

Documents and Forms.

(a) The Agent shall maintain in safe custody all forms of Global Notes delivered to and held by it under this Facility Agreement and ensure that Global Notes are only issued in accordance with the provisions of this Facility Agreement.

(b) The Notes issued pursuant to any Utilization Notice shall be represented by a single Global Note held by the Agent in accordance with Section 4.2(a).

15.8.

Deposit of Notes.

The Agent shall hold each Global Note in safe custody for and on behalf of the Lenders and shall not part with possession of such Global Notes without the consent of all the Lenders. The Agent shall not be responsible for any loss incurred in connection with any such deposit.

15.9.

Transferee of Notes.

(a) Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall, in addition to any representations it makes in the Transfer Certificate, be deemed (i) to have made the representations set forth in Sections 9(b) and 9(c) and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:

(i) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Facility Agreement or any of the other Finance Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Facility Agreement or any of the other Finance Documents or any other instrument or document furnished pursuant hereto or thereto;

(ii) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or any Guarantor or the performance or observance by the Company or any Guarantor of any of its Obligations under this Facility Agreement or any of the other Finance Documents or any other instrument or document furnished pursuant thereto;

(iii) such transferee confirms that it has received a copy of this Facility Agreement, together with copies of the financial statements referred to in Section 4.18 (Reports to Holders) of Schedule 6 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;

(iv) such transferee will, independently and without reliance upon the transferor or any other Holder and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Facility Agreement; and

(v) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Facility Agreement are required to be performed by it as a Holder.

16.	PAYMENT MECHANICS.
16.1.	Payments to the Agent.

(a) On the Business Day prior to each date on which the Company or any Guarantor is required to make a payment under a Finance Document, the Company or such Guarantor shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

		(b)	Payment shall be made to such account with such bank as the Agent specifies.
16.2.	Distributions by the Agent.

Each payment received by the Agent under the Finance Documents for any Lender or Holder shall, subject to Sections 16.3 and 16.4, be made available by the Agent as soon as practicable after receipt to such Lender or Holder entitled to receive payment in accordance with this Facility Agreement, to such account as such Lender or Holder may notify to the Agent by not less than five Business Days’ notice.

16.3.

Clawback.

(a) Where a sum is to be paid to the Agent under the Finance Documents for any Lender or Holder, the Agent is not obliged to pay that sum to such Lender or Holder (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) If the Agent pays an amount to any Lender or Holder and it proves to be the case that the Agent had not actually received that amount, then such Lender or Holder to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

16.4.

Partial Payments.

(a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Company or any Guarantor under the Finance Documents, the Agent shall, subject to the provisions of the Intercreditor Agreement, apply that payment towards the obligations of the Company or such Guarantor under the Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses to the Agent and the Collateral Agent under the Finance Documents;

(ii) secondly, in or towards payment pro rata of any accrued interest or fee due but unpaid under the Notes and this Facility Agreement;

(iii) thirdly, in or towards payment pro rata of any principal amount due but unpaid under the Notes and this Agreement; and

(iv) fourthly in or towards payment of any other sum due but unpaid under the Finance Documents.

(b) The Agent shall, if so directed by the Required Holders, vary the order set out in paragraphs (ii) to (iv) above.

16.5.

No set-off by Company and Guarantors.

All payments to be made by the Company or any Guarantor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

16.6.

Business Days.

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Facility Agreement, interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

17.	EXPENSES, AND INDEMNIFICATION, ETC.
17.1.	Transaction Expenses.

The Company will pay (i) certain costs and expenses incurred by the Lenders as set forth in the Fee Letter in connection with the preparation, execution and delivery of this Facility Agreement, the Notes and the other Finance Documents and (ii) certain reasonable, invoiced costs and expenses (including, without limitation, reasonable attorneys’ fees of one special counsel and, if reasonably required, one local counsel in each relevant jurisdiction for the Holders), reasonably promptly upon receipt of an invoice therefor, incurred by any Holder in connection with any amendments, waivers or consents under or in respect of this Facility Agreement, the Notes or any of the other Finance Documents requested by the Company, the reasonable (invoiced) costs and expenses (including, without limitation, financial advisors’ fees) incurred in connection with the insolvency or bankruptcy of the Company or any of its Subsidiaries or in connection with any work-out, renegotiation or restructuring of any of the transactions contemplated hereby, by the Notes or by the other Note Documents.

17.2.

Indemnity.

(a) The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless each Lender and each Holder, its affiliates, directors and officers and each person, if any, who controls such Lender or Holder or any of its affiliates, from and against any and all losses, claims, damages and liabilities, joint or several, that arise out of, or are in connection with, this Facility Agreement or any activities or transactions contemplated by this Facility Agreement or any other services rendered in connection herewith.

(b) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to paragraph (a) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 17 except to the extent that it has

been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 17. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 17 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable, invoiced fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary, (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person, (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any relevant local counsel which shall not be more than one in each jurisdiction) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred upon delivery of invoices relating to such fees and expenses. Any such separate firm for the Lenders and Holders, their respective affiliates, directors and officers and any control persons of any Lender or Holder or its affiliates shall be designated in writing by the Original Mandated Lead Arrangers and any such separate firm for the Company and the Guarantors shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final non-appealable judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. No Indemnifying Party will be liable for any losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined by a court of competent jurisdiction to have resulted directly from the bad faith or gross negligence or willful misconduct of any Indemnified Person.

(c) If the indemnification provided for in paragraph (a) above is unenforceable or unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors on the one hand and the Lenders and the Holders on the other from the offering of the Notes or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Lenders and Holders on the other in connection with the actions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.

(d) The Company, the Guarantors and the Lenders agree that it would not be just and equitable if contribution pursuant to this Section 17 were determined by pro rata allocation (even if the Lenders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (c) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (c) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim.

(e) The remedies provided for in this Section 17 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

17.3.

Survival.

The obligations of the Company and the Guarantors under this Section 17 shall survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Facility Agreement, the Notes or any of the other Finance Documents, and the termination of this Facility Agreement; provided that the Obligations of the Company and the Guarantors under this Section 17 shall not inure to the benefit of the holders of the Exchange Notes.

18.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

All representations and warranties contained herein and in the other Finance Documents, and in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Facility Agreement or any of the other Finance Documents, shall survive the execution and delivery of this Facility Agreement and the Notes, the purchase or transfer by the Lenders of any Notes or portion thereof or interest therein and the payment of any Notes until one year after repayment in full of all of the Notes, except as otherwise provided for in Schedule 4. Such representations and warranties may be relied upon by any subsequent Holder as of the date made or deemed made, regardless of any investigation made at any time by or on behalf of any Lender or any other Holder. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Facility Agreement or any of the other Finance Documents shall be deemed representations and warranties of the Company under this Facility Agreement.

19.	AMENDMENT AND WAIVER.
19.1.	Requirements.

This Facility Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with and only with the written consent of the Company, the Required Holders and, if prior to the Conversion Date, the Original Mandated Lead Arrangers, except that (a) no amendment or waiver of any of the provisions of Sections 2, 3, 4, 9 or 22 will be effective as to any Lender or Holder unless consented to in writing by such Lender or Holder and (b) without the written consent of the Holder of each Note at the time outstanding, an amendment, supplement or waiver shall not:

(i)	reduce the principal of or extend the stated maturity of any Note;

(ii) reduce the rate of or change the time fixed for any payment or change the method of computation of interest on, any Note;

(iii)

change the redemption provision of any Note;

(iv)	make any Note payable in any money other than that stated in the Note;

(v) change the percentage of the aggregate principal amount of the Notes, the Holders of which are required to consent to any such amendment or waiver;

(vi) subordinate the Notes to any other obligation of the Company or subordinate any Guarantee to any other obligation of the applicable Guarantor;

(vii) release any Guarantor from any of its obligations (or modify such obligations in any manner adverse to the Holders) under any Guarantee or this Facility Agreement, as applicable, except in accordance with the terms of this Facility Agreement;

(viii) release the security interest granted for the benefit of the Holders in the Collateral other than pursuant to the terms of the Security Documents, this Facility Agreement and the Intercreditor Agreement; or

(ix)	make any change to the preceding amendment and waiver provisions.

Notwithstanding any of the foregoing provisions of this Section 19.1, none of the defined terms set forth in Schedule 2 attached hereto shall be amended, supplemented or otherwise modified in any manner that would change the meaning, purpose or effect of this Section 19.1 or any Section referred to herein unless such amendment or modification is agreed to in writing by the Holders otherwise required to amend or waive such Section under the terms of this Section 19.1.

19.2.

Binding Effect.

Any amendment or waiver consented to as provided in this Section 19 applies equally to each Finance Party and is binding upon it, upon each future Holder and upon the Company and the Guarantors without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right, power or remedy consequent thereon. No course of dealing nor any delay on the part of any Holder in exercising any right, power or remedy hereunder or under any of the other Finance Documents shall operate as a waiver of any right, power or remedy of any such Holder; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided under this Facility Agreement and the other Finance Documents are cumulative and not exclusive of any rights, powers or remedies provided by applicable law.

19.3.

Supplemental Agreements.

Notwithstanding Section 19.1, the Company, the Guarantors and the Agent may amend or supplement this Facility Agreement or the Notes without the consent of any Holder to allow any Guarantor to execute a supplemental agreement hereto and/or a Guarantee with respect to the Notes.

19.4.

Notes Held by Company.

Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Facility Agreement or any of the other Finance Documents, or have directed the taking of any action provided for herein or in any of the other Finance Documents to be taken upon the direction of the Holders of a specified percentage of the

aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Parent Guarantor or any of its subsidiaries or Affiliates shall be deemed not to be outstanding.

20.

NOTICES.

All notices and other communications provided for hereunder shall be in writing and delivered by facsimile, by registered or certified mail with return receipt requested (postage prepaid) or by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

(a) if to any Lender or nominee thereof, to such Lender or nominee at the address specified for such communications in Schedule 1(A) attached hereto, or at such other address as such Lender or nominee shall have specified to the Agent and the Company in writing;

(b) if to any other Holder, to such Holder at such address as such other Holder shall have specified to the Agent and Company in writing; or

▇▇▇▇ GAC Luxembourg III

Manager and general partner

▇-▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇

▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

Fax: ▇▇▇▇ ▇▇ ▇▇ ▇▇

Attention: ▇▇▇ ▇▇▇▇▇▇

(d)	if to the Agent or the Collateral Agent:

▇.▇. ▇▇▇▇▇▇ Europe Limited

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇

Fax: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇

Attention: ▇▇▇▇ ▇▇▇▇▇▇▇

All notices and other communications provided for under this Section 20 will be deemed given and effective only when actually received.

21.

CONFIDENTIAL INFORMATION.

Each Lender hereby agrees to maintain, and to cause each of the Persons referred to in clause (a) of this Section 21 to which it delivers or discloses Confidential Information to maintain, the confidentiality of all Confidential Information in accordance with procedures adopted by it in good faith to protect confidential information of third parties delivered to it; provided that such Lender may deliver or disclose Confidential Information to (a) its Affiliates (provided that such Lender will be liable for any breaches of confidentiality by its Affiliates) and its and their respective directors, officers, employees, agents, attorneys and other advisors who are directly involved in the consideration of the Financing and who are informed of the confidential nature of such information, (c) any other Holder, (d) any Person to which such Lender sells or offers to sell any Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by provisions similar to the provisions of this Section 21), (e) any Person from which such Lender offers to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by provisions

similar to the provisions of this Section 21) or (f) any regulatory authority or court having jurisdiction over such Lender as a result of an order in judicial or administrative proceeding or as otherwise required by law, provided that to the extent permitted by law, such Lender will notify the Company prior to disclosing such Confidential Information, so that the Company may seek an appropriate protective order. Each Holder, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 21 as though it were a party to this Facility Agreement. Upon the reasonable request of the Company in connection with the delivery to any Holder of information required to be delivered to such Holder under this Facility Agreement or requested by such Holder (other than a Holder that is a party to this Facility Agreement or its nominee), such Holder will enter into an agreement with the Company embodying the provisions of this Section 21.

22.

SUBSTITUTION OF LENDER.

Each Lender shall have the right to substitute any one of its Affiliates as the lender in respect if its Commitment hereunder, by notice to the Company, which notice shall be signed by both such Lender and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Facility Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 9.

23.

Role of the Agent.

The provisions of Schedule 9 (Agency Provisions) are incorporated by reference herein.

24.	SECURITY.
24.1.		Security Documents and Intercreditor Agreement.

Subject to the Intercreditor Agreement, the due and punctual payment of the principal of and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, according to the terms of the Notes, this Facility Agreement or any other Finance Document, are secured as provided in the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral). The Company and the Guarantors will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to each Lender, each Holder and the Collateral Agent the security interest in the Collateral contemplated hereby or the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Facility Agreement, of the Notes and Guarantees secured hereby, according to the intent and purposes herein expressed and according to the schedule contemplated by the Security Memorandum.

24.2.

Further Assurance.

Subject to the Agreed Security Principles, the Company and the Guarantors shall at their own expense execute and do all such assurances, acts and things as the Collateral Agent may reasonably require for (a) perfecting or protecting the Collateral (and shall deliver to the Collateral Agent such directors and shareholders resolutions, title documents and other documents as the Collateral Agent may reasonably require), or (b) facilitating the realization of all or any part of the assets which are subject to the Collateral constituted by the Security Documents and the exercise of all powers, authorities and discretions vested in the Collateral Agent or in any receiver of all or any part of those assets.

24.3.

Relative Rights.

Nothing in the Finance Documents will:

(a) impair, as between the Company and the Holders, the obligation of the Company to pay principal of, premium and interest, if any, on the Notes in accordance with their terms or any other obligation of the Company or any other obligor under the Finance Documents;

(b) affect the relative rights of Holders as against any other creditors of the Company or any Guarantor (other than holders of other obligations of the Company or any Guarantor secured by any Lien);

(c) restrict the right of any Holder to ▇▇▇ for payments that are then due and owing (but not enforce any judgment in respect thereof against any Collateral to the extent specifically prohibited by the provisions of the Intercreditor Agreement);

(d) restrict or prevent any Holder, the Collateral Agent or other Person on their behalf from exercising any of its rights or remedies upon a Default or Event of Default not specifically restricted or prohibited by the Intercreditor Agreement; or

(e) restrict or prevent any Holder, the Collateral Agent or any other Person on their behalf from taking any lawful action in an insolvency or liquidation proceeding not specifically restricted or prohibited by the Intercreditor Agreement.

24.4.

Collateral of Target.

The Parent Guarantor shall procure that within 30 days of the Block Purchase Closing Date, the Target shall have executed and delivered to the Agent the Target Security Documents, subject to the Agreed Security Principles, securing its obligations in an amount equal to the aggregate amount of Indebtedness comprising the Target Refinancing.

24.5.

Authorization of Actions to Be Taken by the Agent Under the Security Documents.

(a) Subject to the provisions of Schedule 9 (Agency Provisions) hereof, the Agent may direct, on behalf of the Holders, the Collateral Agent to, take all actions it deems necessary or appropriate in order to:

(i)	enforce any of the terms of any Security Document; and

(ii) collect and receive any and all amounts payable in respect of the obligations of the Company and the Guarantors hereunder.

(b) The Agent will have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of any Security Document, this Facility Agreement or the Intercreditor Agreement, and such suits and proceedings as the Agent may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or of the Agent).

24.6.

Release of Collateral.

(a) The Holders agree that the relevant Collateral shall be released by the Collateral Agent (and if required, subsequently retaken) at the appropriate stages as specified in the Security Memorandum. The Holders also agree that in the event that Greek registration duties are found to be payable in respect of the Greek security documents marked with an asterisk in Schedule 1 of the Security Memorandum then such Collateral shall be released. For the avoidance of doubt, in no event shall the share pledges be released in respect of the shares of ▇▇▇▇ GAC, the Target and, upon completion of a Merger, the Surviving Entity.

(b) At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Agent shall deliver a notice of the acceleration to the Collateral Agent and upon receipt thereof, no release of Collateral pursuant to the provisions of the Intercreditor Agreement or any Security Document will be effective as against the Holders.

(c) The release of any Collateral from the terms of this Facility Agreement, any of the other Finance Documents and any Security Document will not be deemed to impair the security under this Facility Agreement and the other Finance Documents in contravention of the provisions hereof or thereof if and to the extent any Collateral is released pursuant to the terms of the Intercreditor Agreement.

(d) Upon the payment in full of all obligations of the Company and the Guarantors under this Facility Agreement, the Notes and any other Finance Document, the Agent will, at the request of the Company or the Guarantors, promptly deliver a certificate to the Collateral Agent stating that such obligations have been paid in full, and promptly instruct the Collateral Agent to release the Liens pursuant to this Facility Agreement and the Security Documents.

24.7.

Collateral Agent.

Each Lender and each Holder appoints the Collateral Agent to act as its agent and trustee under and in connection with this Facility Agreement, the Notes and each other Finance Document in accordance with the terms and conditions set out in the Intercreditor Agreement.

25.	GUARANTEES.
25.1.	Guarantees.

(a) Subject to Section 25.2 and paragraph (b) below, each of the Guarantors jointly and severally unconditionally guarantees to each Holder, irrespective of the validity and enforceability of the other provisions of this Facility Agreement, or of the Finance Documents, the Notes and the obligations of the Company hereunder or thereunder, that: (i) the principal of and interest (as calculated for purposes of this Section 25 in accordance with the provisions set forth in Section 6.1 and 6.2) on the Notes and any Additional Amounts shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and (to the extent permitted by law) interest on the overdue principal of and interest on the Notes and any Additional Amounts (including all reasonable costs of collection and enforcement thereof and interest thereon which would be owing by the Company but for the effect of any bankruptcy law, if any), and all other obligations of the Company to the Holders under the Finance Documents shall be promptly paid in full when due or performed, all in accordance with the terms of the Finance Documents; and (ii) in case of any extension of time of payment or renewal of any Notes, or the issuance of any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with their terms whether at stated maturity, by acceleration, redemption or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally and unconditionally obligated to pay the same immediately whether or not such failure to pay has become an Event of Default that could cause acceleration pursuant to Section 6.02

(Acceleration) of Schedule 5 hereto. Each Guarantor agrees that this is a continuing guarantee of payment and not merely a guarantee of collection.

(b) Each Guarantor agrees, and each Holder by accepting a Note agrees, that the Guarantees by the Guarantors are subordinated in right of payment, to the extent and in the manner provided in Clause 6 of the Intercreditor Agreement, and that the subordination is for the benefit of the holders of Super Priority Debt and Senior Secured Debt (each as defined in the Intercreditor Agreement).

(c) The Guarantors hereby agree that, subject to Section 25.2, their obligations hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Finance Documents by operation of law or otherwise;

(ii) any modification or amendment of or supplement to any other provisions of the Finance Documents;

(iii) any release, non-perfection or invalidity of any direct or indirect security for, or any other guarantee of, any of the obligations guaranteed by this Section 25;

(iv) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization (including, without limitation, in relation to the Company, its voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (actio pauliana), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally) or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Finance Documents;

(v) the existence of any claim, set-off or other rights which any Guarantor may have at any time against the Company or any other Person, whether in connection herewith or with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(vi) any invalidity or unenforceability relating to or against the Company for any reason of the Finance Documents or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on the Notes or any other amount payable by it under the Finance Documents; or

(vii) any other act or omission to act or delay of any kind by the Company or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder.

(c) Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and

covenants that, subject to this Section 25, this Guarantee shall not be discharged except by complete performance of all obligations on and with respect to the Notes, this Facility Agreement and the Finance Documents.

(d) If any Holder is required by any court or otherwise to return to the Company or any of the Guarantors, or any custodian, trustee, liquidator (including, without limitation, in relation to the Company, any commissaire, juge-commissaire, liquidateur or curateur) or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid to such Holder, this Guarantee, to the extent of the amount so returned, shall be reinstated in full force and effect.

(e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.02 (Acceleration) of Schedule 5 notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Section 6.02 (Acceleration) of Schedule 5, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee.

25.2.

Limitation on Guarantor Liability.

(a) Each Guarantor, and by its acceptance of Notes, each Holder thereof, hereby confirms that it is the intention of all such parties that this Guarantee not constitute a fraudulent transfer or conveyance for purposes of any bankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar law of any jurisdiction to the extent applicable to this Guarantee. To effectuate the foregoing intention, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under this Guarantee shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Guarantee, result in the obligations of such Guarantor under the Guarantee not constituting a fraudulent transfer or conveyance.

(b) Notwithstanding anything to the contrary contained in this Section 25, the obligations of the Target, prior to the Merger and in Section 24.4 extend only to the obligations of the Company and not to any other Guarantor and are limited to an amount equal to the aggregate amount of Indebtedness comprising the Target Refinancing.

25.3.

Release of Guarantees.

In the event of a sale or other disposition of all of the Capital Stock of any Guarantor in a transaction not subject to Sections 4.11 (Purchase of Notes upon a Change of Control) and 5.01 (Consolidation, Merger and Sale of Assets) of Schedule 6 to a Person that is not (either before or after giving effect to such transactions) the Parent Guarantor, any of its Restricted Subsidiary or any of its Affiliates, then such Guarantor will be released and relieved of any obligations under its Guarantee; provided that the Net Cash Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Facility Agreement, including without limitation Section 4.09 (Limitation on Sales of Assets and Subsidiary Stock) of Schedule 6. Upon delivery by the Company to the Agent of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other

disposition was made by the Parent Guarantor or any of its Restricted Subsidiaries in accordance with the provisions of this Facility Agreement, including without limitation Section 4.09 (Limitation on Sales of Assets and Subsidiary Stock) of Schedule 6, the Agent will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee.

25.4.

No Recourse against Directors.

No past, present or future director of any Guarantor, as such, shall have any liability to the Lenders or the Holders by reason of the provision by such Guarantor of its Guarantee of, or Collateral for, amounts outstanding under the Transaction Finance Documents or for any claim based on, in respect of, or by reason of, such obligations or security or their creation. Each Holder by accepting a Note waives and releases all such liability.

25.5.

Luxembourg Guarantors.

Any guarantee indemnity provided by a Luxembourg entity (a “Luxembourg Guarantor”) under this Section 25 (Guarantees) for any obligations under this Facility Agreement of any direct or indirect Holding Company of the Luxembourg Guarantor, shall be limited, at any time, to an aggregate amount not exceeding ninety per cent (90%) of the greater of:

(a) the Luxembourg Guarantor’s own funds (capitaux propres; as referred to in article 34 of the Luxembourg act dated 19 December 2002 concerning the trade and companies register and the accounting and annual accounts of undertakings) as reflected in its last annual accounts (approved at a general meeting of its shareholders) available on the date of payment under this Facility Agreement; and

(b) the Luxembourg Guarantor’s own funds (capitaux propres; as referred to in article 34 of the Luxembourg act dated 19 December 2002 concerning the trade and companies register and the accounting and annual accounts of undertakings) as reflected in its last annual accounts (approved at a general meeting of its shareholders) available as at the date of the Facility Agreement,

provided that the limitation contained in this Clause 25.3 shall not apply to any guarantee or indemnity provided under this Section 25 (Guarantees) for any obligations under this Facility Agreement of any member of the Parent Group as at the date of this Facility Agreement that is not, at such time, a direct or indirect Holding Company of the Guarantor.

26.	MISCELLANEOUS.
26.1.	Successors and Assigns.

(a) Subject to applicable law and prior to the first Utilization Date, any Lender may assign, transfer or syndicate its Commitment hereunder, in whole or in part, to any third party with the consent of the Company (such consent not to be unreasonably withheld). On or after the first Utilization Date and prior to the Conversion Date, any Lender may assign, transfer or syndicate its Commitments hereunder and any Holder may sell, transfer or resell any of its Notes only following consultation with the Company. Nothing in this Facility Agreement shall restrict the right of any Holder to sell or transfer its Notes to any third party on or after the Conversion Date. Any Holder may sub-participate or sub-contract obligations; provided, however, that no sub-participation shall have any rights to approve any amendment or waiver, except for any amendment or waiver requiring approval of each of the Holders.

(b) All covenants and other agreements contained in this Facility Agreement or any of the other Finance Documents by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent Holder), whether or not so expressed.

(c) The Company and each Guarantor, incorporated under the laws of Luxembourg, expressly accepts and confirms for the purposes of articles 1278 to 1281 of the Luxembourg civil code that, notwithstanding any assignment, transfer and/or novation made pursuant to this Facility Agreement, the Guarantee given by it guarantees all obligations of the Company and the Guarantors (including without limitation, all obligations with respect to all rights and/or obligations so assigned, transferred or novated) and that any security interest created to which it is a party shall be preserved for the benefit of any third party which succeeds to any Lender or to which any Lender has assigned, transferred or syndicated the Commitments.

26.2.

Day Count Convention.

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed in a 360-day year of twelve 30-day months.

26.3.

Days in a Period.

In determining the number of days in a period, the first day shall be included but not the last.

26.4.

Satisfaction Requirement.

Except as otherwise provided herein or in any of the other Finance Documents, if any agreement, certificate or other writing, or any action taken or to be taken, is by the terms of this Facility Agreement or any of the other Finance Documents required to be satisfactory to the Lenders or to the Required Holders, the determination of such satisfaction shall be made by the Lenders or the Required Holders, as the case may be, in the sole and exclusive judgment (exercised reasonably and in good faith) of the Person or Persons making such determination.

26.5.

Severability.

Any provision of this Facility Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by applicable law) not invalidate or render unenforceable such provision in any other jurisdiction.

26.6.

Construction.

Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

26.7.

Execution in Counterparts.

This Facility Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Facility Agreement by any standard form of telecommunications shall be effective as delivery of a manually executed counterpart of this Facility Agreement.

26.8.

Governing Law; Submission to Jurisdiction, Etc.

(a) This Facility Agreement shall be governed by, and construed and enforced in accordance with, the law of the State of New York.

(b) The Company and each of the Guarantors irrevocably submit to the non-exclusive jurisdiction of any U.S. Federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America, in any legal suit, action or proceeding based on or arising under this Facility Agreement, the Notes or any other Finance Document and agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company and each of the Guarantors irrevocably waive the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding. To the extent permitted by law, the Company and each of the Guarantors hereby waive any objections to the enforcement by any competent court in Luxembourg or Greece of any judgment validly obtained in any such court in New York on the basis of any such legal suit, action or proceeding. Within seven days of the execution of this Facility Agreement, the Company and each of the Guarantors shall have appointed CT Corporation System, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the “Authorized Agent”) as their authorized agent upon whom process may be served in any such legal suit, action or proceeding. Such appointment shall be irrevocable for a period of two years from the date hereof, and the Company and each Guarantor agrees to renew such appointment from time to time until after the repayment in full of the Notes. The Company and each of the Guarantors agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company and each of the Guarantors further agree that service of process upon the Authorized Agent and written notice of said service to the Company and the Guarantors shall be deemed in every respect effective service of process upon the Company and the Guarantors in any such legal suit, action or proceeding. Nothing herein shall affect the right of any Lender or Holder or any person controlling any Lender or Holder to serve process in any other manner permitted by law. The provisions of this Section 26.8(b) are intended to be effective upon the execution of this Facility Agreement without any further action by the Company or any of the Guarantors and the introduction of a true copy of this Facility Agreement into evidence shall be conclusive and final evidence as to such matters.

(c) To the extent the Company or any of the Guarantors or any of their respective properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the competent jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any competent jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Facility Agreement, any of the Finance Documents or any of the transactions contemplated hereby or thereby, the Company and each of the Guarantors hereby irrevocably and unconditionally

waive, and agree not to plead or claim, any such immunity and consent to such relief and enforcement.

26.9.

Waiver of Jury Trial.

EACH OF THE COMPANY, THE GUARANTORS AND THE HOLDERS OF THE NOTES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS FACILITY AGREEMENT, THE NOTES OR ANY OF THE OTHER FINANCE DOCUMENTS, ANY DOCUMENT DELIVERED UNDER THE FINANCE DOCUMENTS OR THE ACTIONS OF ANY HOLDER OF THE NOTES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

THIS FACILITY AGREEMENT has been entered into on the date stated at the beginning of this Facility Agreement.

SIGNATURES

The Company

▇▇▇▇ GAC LUXEMBOURG III