**Exhibit4.5**

 

***Englishtranslation for information only***

***Strictly confidential***

 

 

**MEMORANDUMOF AGREEMENT**

 

dated 8June, 2004

 

 

**among**

 

EuroDisney SCA

 

EuroDisneyland SNC

 

EDLHôtels SCA

 

TheHotel SNCs

(asherein defined)

 

TheWalt Disney Company

 

Caisse des Dépôts et Consignations

 

TheLenders

(asherein defined)

 

BNPParibas

 

CALYON

 

theSteering Committee

 

 

Slaughterand May112, avenue Kléber75116 Paris

PA041550088

 

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**Tableof contents**

 
| ARTICLE 1  - DEFINITIONS                                                             |                                 |
|-------------------------------------------------------------------------------------------|--------------------------------------|
|                                                                                      |                                 |
| ARTICLE 2  - COMMITMENTS                                                             |                                 |
|                                                                                      |                                 |
| ARTICLE 3  - DEFERRAL OF EXPENDITURE AND FINANCIAL OBLIGATIONS                       |                                 |
|                                                                                      |                                 |
| 3.1                                                                                  | Performance  Indicator determination |   |
|                                                                                      |                                 |   |
| 3.2                                                                                  | Royalties and  Management Fees       |   |
|                                                                                      |                                 |   |
| 3.3                                                                                  | CDC Second Park  Agreements          |   |
|                                                                                      |                                 |   |
| 3.4                                                                                  | Partnership  Structure               |   |
|                                                                                      |                                 |   |
| 3.5                                                                                  | Standby  Revolving Credit Facility   |   |
|                                                                                      |                                 |   |
| 3.6                                                                                  | Convention Centre  Lease             |   |
|                                                                                      |                                 |   |
| 3.7                                                                                  | Loan rescheduling                    |   |
|                                                                                      |                                 |   |
| 3.8                                                                                  | Guarantee Deposits                   |   |
|                                                                                      |                                 |   |
| ARTICLE 4  - NEW RESOURCES                                                           |                                 |
|                                                                                      |                                 |   |
| 4.1                                                                                  | New Credit Line                      |   |
|                                                                                      |                                 |   |
| 4.2                                                                                  | Share capital  increase              |   |
|                                                                                      |                                 |   |
| ARTICLE 5  - OTHER MEASURES                                                          |                                 |
|                                                                                      |                                 |   |
| 5.1                                                                                  | Prepayment                           |   |
|                                                                                      |                                 |   |
| 5.2                                                                                  | Royalties and Management  Fees       |   |
|                                                                                      |                                 |   |
| 5.3                                                                                  | Investments                          |   |
|                                                                                      |                                 |   |
| 5.4                                                                                  | CDC Loan  Agreements                 |   |
|                                                                                      |                                 |   |
| 5.5                                                                                  | Covenants                            |   |
|                                                                                      |                                 |   |
| ARTICLE 6  - MAINTENANCE OF TWDC’s INTEREST IN EURO DISNEY’s SHARE CAPITAL |                                 |
|                                                                                      |                                 |   |
| ARTICLE 7  - MISCELLANEOUS                                                           |                                 |
|                                                                                      |                                 |   |
| 7.1                                                                                  | Transitional  period                 |   |

 

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| 7.2  | Commission – costs |   |
|-----------|-------------------------|--------|
|      |                    |   |
| 7.3  | Waiver extension        |   |
|      |                    |   |
| 7.4  | Agents’ powers     |   |
|      |                    |   |
| 7.5  | Unity of  Memorandum    |   |
|      |                    |   |
| 7.6  | Entire agreement        |   |
|      |                    |   |
| 7.7  | Termination             |   |
|      |                    |   |
| 7.8  | Release of TWDC         |   |
|      |                    |   |
| 7.9  | Steering Committee      |   |
|      |                    |   |
| 7.10      | Confidentiality         |   |
|      |                    |   |
| 7.11      | Applicable law          |   |
|      |                    |   |
| 7.12      | Language                |   |

 

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**AMONG THE UNDERSIGNED:-**

 

1)                                     Euro Disney SCA, a *société en commandite paractions*, whose registered office is at Immeubles Administratifs, RN34, Chessy, 77144 Montevrain, registered with the Meaux Registry of Commerceunder N° 334 173 887, acting in its name and on its behalf as well as inthe name and on behalf of its subsidiaries not party hereto

 

hereinafter“**Euro Disney**”

 

2)                                     Euro Disneyland SNC, a *société en nom collectif,*whose registered office is at Immeubles Administratifs, RN 34, Chessy, 77144Montevrain, registered with the Meaux Registry of Commerce under N° 350 141 818

 

(hereinafter“**Euro Disneyland**”)

 

3)                                     EDL Hôtels SCA, a *société en commandite paractions*, whose registered office is at Immeubles Administratifs, RN34, Chessy, 77144 Montevrain, registered with the Meaux Registry of Commerceunder N° 347 686 206,

 

(hereinafter“**EDLH**”)

 

4)                                     Hôtel New York Associés SNC, Newport Bay Club Associés SNC, SequoiaLodge Associés SNC, Cheyenne Hôtel Associés SNC, Hôtel Santa Fe Associés SNC,Centre de Divertissements Associés SNC, *sociétés en nom collectif*,whose registered offices are at Immeubles Administratifs, RN 34, Chessy, 77144Montevrain, registered with the Meaux Registry of Commerce respectively underN° 380 364 877, 380 366 153, 380 366 229, 380 366 278, 380 366 385 and 380 364422

 

(hereinafterthe “**Hotel SNCs**”)

 

EuroDisney, Euro Disneyland, EDLH and Hotel SNCshereinafter collectively the “**Borrowers**”)

 

and

 

5)                                     The Walt Disney Company, a company organised under the laws of theState of Delaware (United States), having its principal office at 500 SouthBuena Vista Street, Burbank, California, 91521 (USA),

 

(hereinafter “**TWDC**”)

and

 

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6)                                     Caisse des Dépôts et Consignations, *établissement public à statut spécial*, whose principaloffice is at 56, rue de Lille, 75007 Paris,

 

(hereinafter“**CDC**”)

and

 

7)                                     the banks and financial institutions listed in schedule 1hereto, creditors of one or more of the Borrowers pursuant to the Bank DebtAgreements other than the CDC Loan Agreements,

 

represented,as the case may be, by BNP Paribas, acting Phase IA Banks Agent, or CALYON,acting as Phase IB Banks Agent, Phase IB Lenders Agent or IA Partners Agent

 

(hereinaftertogether the “**Lenders**”)

 

and

 

8)                                     BNP Paribas, a *société anonyme*,whose registered office is at 16 boulevard des Italiens, 75009 Paris,

 

9)                                     CALYON a *société anonyme*,whose registered office is at 9 quai Paul Doumer, 92920 Paris La Défense,

 

10)                               Natexis Banques Populaires, a *société anonyme*,whose registered office is at 45, rue Saint Dominique, 75007 Paris,

 

11)                               Bayerische Hypo-Und Vereinsbank AG, whose registered office is at AmTucherpark 1 (VTW 1) D - 80538 Munich

 

12)                               Allied Irish Banks plc, acting through its London branch at 12 OldJewry, London EC2R 8 DP

 

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acting asmembers of the Steering Committee (hereinafter together the “**Steering Committee**”)

 

(hereinaftertogether the “**Parties**”).

 

**WHEREAS:-**

 

(A)                             the Euro Disney Group, which is experiencing financial difficulties,has decided to negotiate with its principal shareholder and its creditors afinancial restructuring of its group;

 

(B)                               in order to allow the negotiation of necessary measures to restorethe Euro Disney Group’s financial situation, the Creditors have agreed to waivetheir rights against the Borrowers in respect of a number of actual orpotential events of default until 31st March, 2004, extended to 31st May, 2004;a further extension was granted, on the basis provided for in the request dated18th May, 2004 until 8th June, 2004 and, upon the Memorandum of Agreement beingapproved by TWDC, Euro Disney,  CDC andby the Steering Committee, until 30th June, 2004;

 

(C)                               such negotiations have resulted in agreement being reached on anumber of measures described in this memorandum of agreement.

 

**NOWIT IS HEREBY AGREED AS FOLLOWS:-**

 

**ARTICLE 1** - DEFINITIONS

 

In thisMemorandum of Agreement:

 

“**Agents**” means collectively CDC, the Phase IA Agent, thePhase IB Banks Agent, the Phase IB Lenders Agent and the IA Partners’ Agent.

 

“**AMF**” means the Autorité des marchésfinanciers.

 

“**Approval Date**” means the date on which the Memorandum ofAgreement will have been signed by TWDC, Euro Disney and CDC and approved bythe Steering Committee.

 

“**Bank Debt**” means the debt of the Borrowers under the Bank DebtAgreements and the CDC Second Park Agreements.

 

“**Bank Debt Agreements**” means the following agreements: PhaseIA Credit Facility Agreement, CDC Loan Agreements, Phase IA Partners AdvancesAgreement, Phase IB Credit Facility Agreement and Phase IB Advances Agreement.

 

“**Business Day**” means any day (other than Saturday or Sunday)on which banks are open for ordinary business in Paris.

 

“**CDC Ixis Capital Markets**” means CDC Ixis Capital Markets, a *société anonyme*whose registered office is at 47 quai d’Austerlitz75013 Paris.

 

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“**CDC Junior Loan Agreement**” means the *Accord CDCRelatif à l’Octroi de Prêts Participatifs*dated 17 May, 1989 betweenCDC and Euro Disney and Euro Disneyland as amended by supplemental agreementsdated 10 August, 1994 and 30 September, 1999.

 

“**CDC Junior Loans**” means the junior loans granted to EuroDisney and Euro Disneyland by CDC pursuant to the CDC Junior Loan Agreements.

 

“**CDC Loan Agreements**” means the CDC Ordinary Loan Agreementand the CDC Junior Loan Agreement.

 

“**CDC Loans**” means the CDC Ordinary Loans and the CDC JuniorLoans.

 

“**CDC Ordinary Loan Agreement**” means the *AccordRelatif à l’Octroi de Prêts Ordinaires* dated 17 May, 1989 betweenCDC and Euro Disney and Euro Disneyland as amended by supplemental agreementsdated 10 August, 1994 and 30 September, 1999.

 

“**CDC Ordinary Loans**” means the ordinary loans granted to EuroDisney and Euro Disneyland by CDC pursuant to the CDC Ordinary Loan Agreements.

 

“**CDC Second Park Agreements**” means the loan agreements –tranches A, B, C and D – entered into on 30 September, 1999 between Euro Disneyand CDC as amended by supplemental agreements as well as Tranche E referred toin Article 3.3.2 (Deferred Interest).

 

“**CDC Second Park Loans**” means the loans granted to EuroDisney by CDC pursuant to the CDC Second Park Agreements.

 

“**CDC Sharing Agreement**” means the agreement between CDC andthe Phase IA Banks as amended by supplemental agreement dated 10 August, 1994pursuant to which CDC and the Phase IA Banks agreed to share certain security.

 

“**Common Agreement**” means the agreement dated 10 August, 1994entered into between the Phase IA Banks, CDC, the Phase IB Banks and Lenders,the IA Partners, Euro Disney acting on its own behalf and on behalf of itssubsidiaries listed in a schedule to the Common Agreement, EuroDisneyland, EDLH and the Hotel SNCs, as amended at any time by supplementalagreement or pursuant to any authorisation or waiver granted pursuant to itsterms.

 

“**Conditional Share Transfer Agreement**” means the agreementpursuant to which The Walt Disney Company would become a partner in Euro DisneyAssociés SNC in the event that Euro Disney did not exercise the substitutionoption (*option de substitution*) referred to inthe Sub-Lease Agreement.

 

“**Convention Centre Lease**” means the Crédit-Bail Agreementdated 15 May, 1996 between Centre de Congrès Newport SAS and EDLH relating tothe Newport Bay Club convention centre, as amended.

 

“**Covenants**” means the covenants listed in schedule XI ofthe Common Agreement as amended by supplemental agreement or pursuant to anyauthorisation or waiver granted in accordance with the Common Agreement.

 

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“**Crédit-Bail Agreement**” means the *crédit-bail*agreement dated 30 June, 1994 relating to certain assets entered into betweenEuro Disneyland as lessor and Euro Disneyland Associés as lessee, as amended bysupplemental agreements.

 

“**Creditors**” means collectively the Phase IA Banks, the PhaseIB Banks and Lenders, the IA Partners and CDC.

 

“**Effective Date**” means the date on which all of the followingcontracts and supplemental agreements will have entered into force (such dateto be not later than 1 October 2004 even if signature takes placethereafter, subject to the conditions precedent specified in the Memorandum ofAgreement), namely:

 

(i)                                     the supplemental agreements relating to the Bank Debt Agreements,

 

(ii)                                  the supplemental agreements relating to the CDC Second ParkAgreements,

 

(iii)                               the supplemental agreement relating to the Standby Revolving CreditFacility,

 

(iv)                              the agreement relating to the New Credit Line,

 

(v)                                 the supplemental agreement relating to the Common Agreement, and

 

(vi)                              all other documents relating to the above contracts or which may benecessary to give effect to the provisions of the Memorandum of Agreement(other than the provisions relating to the Partnership Structure and the sharecapital increase),

 

it beingagreed that the said contracts and supplemental agreements will provide for theconsequences of the Partnership Structure and the share capital increasereferred to in article  4.2 (Share capital increase) and that theirsignature will occur not later than 1 October, 2004 or such other date whichmay be agreed between Euro Disney, TWDC and the Agents, not being later than 1 November 2004.

 

“**EURIBOR**” means the annual rate for a period equivalent tothe period in question at which Euro denominated deposits are offered on theEuropean interbank market at 11.00 a.m. (Brussels time) two TARGET Daysprior to the relevant date as determined by the European Union Bank Federationand displayed on the Telerate or Reuters screen.

 

“**Euro Disney Group**” means Euro Disney and its present andfuture subsidiaries.

 

“**Euro Disney SA**” means Euro Disney SA, a *sociétéanonyme* whose registered office is at Immeubles Administratifs, RN34, Chessy, 77144 Montevrain, registered in Meaux under number 341 908 945, *gérant* of Euro Disney.

 

“**Expert**” means, according to the nature of the question to bedealt with, one expert as regards questions relating to the Euro Disney Group’sbusiness, one expert as regards accounting questions and one expert as regardsinvestment-related questions.  Theservices to be provided by the Expert will be defined by the Agents.  Their appointment will be made in agreementwith Euro Disney, which will bear all reasonable costs relating to theirservices.

 

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“**Financial Year**” means the period n commencing on 1 October ofcalendar year n-1 and ending on 30 September of calendar year n.  For example, Financial Year 2004 commences on1 October, 2003 and ends on 30 September, 2004.

 

“**Guarantee Deposits**” means the cash pledges constituted byEuro Disney and EDLH with the Phase IA Agent and the Phase IB Banks and LendersAgent in accordance with article 5 of the Common Agreement.

 

“**IA Partners**” means the parties to the Financing Company’sPartners Agreement.

 

“**IA Partners’ Agent**” means CALYON in its capacity as agent ofthe IA Partners.

 

“**Lenders**” means collectively the Phase IA Banks, the Phase IBBanks, the Phase IB Lenders and the IA Partners.

 

“**Letters**” means (a) the letter sent by TWDC to Euro Disneydated 28 March, 2003 relating to the Licence Agreement and (b) the letter sentby Euro Disney SA to Euro Disney dated 28 March, 2003 relating to theManagement Fees.

 

“**Licence Agreement**” means the licence agreement dated 28February, 1989 between TWDC, The Walt Disney Company (Netherlands) B.V. andEuro Disney, as amended.

 

“**Management Fees**” means the fees which Euro Disney isrequired to pay to Euro Disney SA, in its capacity as *gérant*of Euro Disney, pursuant to article IV of the articles of association ofEuro Disney, as amended, in particular, by the letter referred to in (b) of thedefinition of Letters.

 

“**Master Agreement**” means the *conventionpour la création et l’exploitation d’Euro Disneyland en France* dated24 March, 1987 between (i) the French Republic, (ii) the Ile-de-France Region,(iii) the *Département de Seine et Marne*, (iv)Régie Autonome des Transports Parisiens, (v) Etablissement Public d’Aménagementde la Ville Nouvelle de Marne-la-Vallée and (vi) Etablissement Public d’Aménagementdu Secteur IV de la Ville Nouvelle de Marne-la-Vallée, of the one part, andEuro Disney and Euro Disneyland of the other part, as amended by supplementalagreements n° 1, 2, 3 and 4 as well as by the Unilateral Letters referred to inparagraph 5 of the preamble to the said Master Agreement.

 

“**Memorandum of Agreement**” means the present memorandum ofagreement and its schedules.

 

“**New Credit Line**” has the meaning attributed to it in article 4.1(New Credit Line).

 

“**Partnership Structure**” means the reorganisation of the EuroDisney Group referred to in article 3.4 (Partnership Structure) theprinciples of which are described in a note dated 23 December 2003 and in schedule 6.

 

“**Performance Indicator**” means, for any Financial Year, consolidated netincome (loss), after profit or loss allocated to minority interests, of EuroDisney, as reported in the consolidated audited financial statements for suchFinancial Year determined in accordance with generally accepted accountingprinciples and rules in France, in particular, the principle of consistency,adjusted for the following items:

 

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•                  plusminority interests as reported in the consolidated statement of income;

 

•                  plusnet income tax expense or benefit (current and deferred);

 

•                  lessincome (loss) from investments accounted for under the equity method;

 

•                  lessthe net impact of all waivers of debts or commercial or financial payables,etc. which may be granted by TWDC or its subsidiaries;

 

•                  plusthe net impact (positive or negative) of depreciation and movements in reserveson tangible, intangible assets (including goodwill) and deferred charges aswell as exceptional reserves and impairment charges on these same assetcategories;

 

•                  plusthe net impact (positive or negative) of movements in: (i) current assetreserves (for example: receivables and inventories); (ii) provisions for risksand charges and (iii) provisions recorded in exceptional earnings;

 

•                  plusoperating expenses related to actual expenditures for major fixed assetsrenovations;

 

•                  lessnet gains and losses on the sale or abandonment of tangible or intangibleassets;

 

•                  lessfinancial income net of financial charges, excluding charges related to bankcard commissions;

 

•                  plusRoyalties and Management Fees expensed for the said fiscal year.

 

ThePerformance Indicator will be calculated based upon the consolidated statementof income of Euro Disney and the related supporting accounting records.

 

Forpurposes of the determination of the reference Performance Indicators n°1 andn°2 (as contemplated by schedule 2), accounting principles and rulesapplied by Euro Disney in the preparation of its consolidated financialstatements for the fiscal year ending September 30, 2003, adjusted for thechange in accounting principles related to the consolidation of the financingcompanies, in accordance with Article 133 of the Financial Security Law)will be used. In addition, the companies included in the reference consolidatedgroup shall be those included in the semi-annual financial statements as of March 31,2004.

 

Anyfuture change in accounting principles and rules and / or the consolidatedgroup will be reported to the Agents and the procedure described in article 3.1(Performance Indicator determination) will be applied in order to adjust thereference Performance Indicators n°1 and n°2 and / or to calculate the PerformanceIndicator**.**

 

“**Performance Indicator****Report**” has themeaning attributed to it in article 3.1 (Performance IndicatorDetermination).

 

“**Phase IA Advances**” means the advances made to EuroDisneyland by its partners pursuant to the Phase IA Partners AdvancesAgreement.

 

“**Phase IA Agent**” means BNP Paribas in its capacity as agentof the Phase IA Banks.

 

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“**Phase IA Banks**” means the banks and financial institutionsparty to the Phase IA Credit Facility.

 

“**Phase IA Credit Facility Agreement**” means the multi-currencycredit facility agreement dated 5 September, 1989 which operates by way ofdrawings or the issuance of letters of credit between Euro Disney, EuroDisneyland and the Phase IA Banks, as amended by supplemental agreements dated10 August, 1994 and 17 March, 1995.

 

“**Phase IA Partners Advances Agreement**” means the PartnersAdvances Agreement dated 26 April, 1989 between Euro Disneyland and itspartners, as amended by supplemental agreement dated 10 August, 1994.

 

“**Phase IB Advances**” means the advances made to the Hotel SNCspursuant to the Phase IB Advances Agreement.

 

“**Phase IB Advances Agreement**” means the agreement dated 26April, 1991 between EDLH, the Hotel SNCs, their partners and banks and financialinstitutions, as amended by supplemental agreements dated 10 August, 1994, 12July, 1995, 15 May, 1995 and 16 May, 2003.

 

 “**Phase IB Banks**”means the banks and financial institutions party to the Phase IB CreditFacility Agreement.

 

“**Phase IB Banks Agent**” means CALYON in its capacity as agentof the Phase IB Banks.

 

“**Phase IB Credit Facility Agreement**” means the creditfacility agreement dated 25 March, 1991 between EDLH, the Hotel SNCs and banksand financial institutions, as amended by four supplemental agreementsrespectively dated 10 August, 1994, 12 July, 1995, 15 May, 1995 and 16 May,2003.

 

“**Phase IB Lenders**” means the banks and financial institutionsparties to the Phase IB Advances Agreement.

 

“**Phase IB Lenders Agent**” means CALYON in its capacity asagent of the Phase IB Lenders.

 

“**Purchase Option**” means the purchase option provided for inthe lease agreement referred to in (ii) of the definition of Transfer and LeaseAgreements.

 

“**Royalties**” means the royalties which Euro Disney is requiredto pay to the Licensor (as defined in the Licence Agreement) pursuant to theLicence Agreement, as amended, in particular, by the letter referred to in (a)of the definition of Letters.

 

“**Share Capital Increase Date**” means the date of the ShareCapital Increase Realisation.

 

“**Share Capital Increase Realisation**” means that the sharecapital increase referred to in article 4.2 (Share capital increase) hastaken place, namely, when the new shares are subscribed for, paid for in fulland issued and the corresponding funds have been paid to Euro Disney.

 

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“**Signature Date**” means the date on which all Parties shallhave signed the Memorandum of Agreement.

 

“**Standby Revolving Credit Facility**” means the revolvingcredit facility in an amount of Euro 167,693,910 granted by TWDC to EuroDisney pursuant to an agreement dated 5 August, 1994.

 

“**Sub-lease Agreement**” means the sub-lease agreement dated 30June, 1994 between Euro Disney and Euro Disney Associés relating to the assetswhich are the subject of the Crédit-Bail Agreement.

 

“**Subordinated Long Term Debt**” means, in respect of any amountdue by the Borrowers, that its maturity and date for payment are deferred tothe date on which all amounts due under the Bank Debt Agreements shall havebeen paid in full. Interest on the deferred amounts shall be capitalisedannually in accordance with article 1154 of the Civil Code until 1January, 2017. With effect from 1 January 2017, interest shall become dueand payable annually. Payment of such interest shall, except in the case ofinterest due to CDC, be subordinated to the payment of amounts due under theCDC Second Park Agreements and, in the event of liquidation, subordinated topayment of all amounts due under the CDC Second Park Agreements. CDC and EuroDisney agree that, if, in any year, Euro Disney shall have sufficient availablecash, they will consult in good faith to determine the amount of any repaymentof principal for that year which would be made *pari passu*betweenCDC and TWDC.

 

“**Subordination Agreement**” means the agreement entered into,in particular, between CDC and Euro Disney dated 19 October 1999.

 

“**Substitution Option**” means the substitution option providedfor in the Sub-lease Agreement.

 

“**Transfer and Lease Agreements**” means (i) the agreementspursuant to which Euro Disneyland and Euro Disney have transferred to EuroDisney Associés certain assets and the promotion and commission agreemententered into between Euro Disney and Euro Disney Associés each dated 1 July,1994 and (ii) the lease agreement dated 1 July, 1994 pursuant to which EuroDisney Associés leased those assets to Euro Disney.

 

“**Underwriters**” has the meaning attributed to in article 4.2(Share Capital Increase).

 

**ARTICLE 2** - COMMITMENTS

 

EachParty expressly acknowledges that it is bound by the provisions of theMemorandum of Agreement and undertakes to comply with all its obligationsthereunder.

 

To thisend, each Party undertakes to use its best efforts in order, within areasonable period:

 

(a)                                 to prepare, negotiate, enter into and sign (or grant all necessarypowers to sign) all contracts, supplemental agreements and documents,

 

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(b)                                to obtain all relevant corporate decisions, carry out all necessarychanges to its articles of association, establish any company, contribute anyassets,

 

(c)                                 to obtain all agreements, authorisations, carry out all formalities,whether administrative or otherwise,

 

and,more generally, do everything which may appear to be useful or necessary to theimplementation of the provisions of the Memorandum of Agreement.

 

TWDCand Euro Disney guarantee (*se portent fort*)compliance with the provisions of the Memorandum of Agreement by theirrespective subsidiaries.

 

**ARTICLE 3** - DEFERRAL OF EXPENDITURE AND FINANCIAL OBLIGATIONS

 

## **3.1**                              Performance Indicatordetermination

 

The Partiesagree that the Performance Indicator will be established in accordance with thefollowing provisions:

 

(a)                                  not later than 1 December in each calendar year commencing withthe 2005 calendar year, Euro Disney will supply to the Agents a report (the “**Performance Indicator Report**”) comprising:

 

(i)                                    its consolidated accounts certified by its auditors for theFinancial Year ended 30 September of the relevant year;

 

(ii)                                 in the event of any change in its accounting principles and rulesduring the relevant Financial Year, its pro forma consolidated accounts and thepro forma Performance Indicator;

 

(iii)                              a certificate from its *gérant* settingout all items taken into account and the detail of its calculations of theamounts:

 

•                  of the Performance Indicator for the Financial Year in question;

 

•                  of Royalties and Management Fees due in respect of the FinancialYear in question;

 

•                  of interest payable on 31 December of the said calendar year inrespect of the CDC Second Park Loans;

 

•                  of the deferrals applicable to the Royalties and Management Feespursuant to article 3.2 (Royalties and Management Fees); and

 

•                  of the deferrals applicable to interest due in respect of the CDCSecond Park Loans pursuant to article 3.3 (CDC Second Park Agreements).

 

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(b)                                 In the absence of any change in accounting principles and rules, thecalculation of the Performance Indicator will be verified and confirmed by theExpert within 15 days after delivery by Euro Disney to the Agents of thePerformance Indicator Report, prior to payment of any Royalties, ManagementFees or interest due under the CDC Second Park Agreements.

 

(c)                                  in the event of any change in accounting principles and rules usedas compared with those used in preparing the consolidated accounts (x) for theFinancial Year ended 30 September, 2003 (other than the change in accountingprinciples and rules related to the consolidation of the financing companies inaccordance with Article 133 of the Financial Security Law) and, inparticular, with effect from the first Financial Year in respect of which IASwill be applied by Euro Disney or (y) if there have been subsequent changes tothe accounting principles and rules, the last Financial Year in respect ofwhich there was an amendment to the Performance Indicator or to the referencesequence which became effective pursuant to the provisions below:

 

(i)                                   with effect from the delivery by Euro Disney to the Agents of thePerformance Indicator Report, the Expert will have:

 

•                  15 days within which to validate the format of the pro formaPerformance Indicator prior to payment of Royalties, Management Fees andinterest due under the CDC Second Park Agreements;

 

•                  a further 60 days to validate the amendment in the definition of “PerformanceIndicator” and, if necessary, or in the reference sequence.

 

(ii)                                during the 60-day period referred to in paragraph (i) above, EuroDisney and the Agents, assisted by the Expert, will consult with each other asto the amendments to be made either to the definition of the PerformanceIndicator or, if necessary, to the reference sequence or to both for subsequentFinancial Years;

 

(iii)                             in case of disagreement either of the Expert on the PerformanceIndicator or of Euro Disney and the Agents as to the changes to be made to thePerformance Indicator or the reference sequence by the end of the 60 day-periodreferred to in paragraphs (i) and (ii) above, the Agents and Euro Disney willeach appoint an expert charged with making the necessary amendments for thedetermination of the Performance Indicator and to determine a new referencesequence taking into account the new method of calculation for subsequentFinancial Years. Failing agreement between the two experts so appointed, theywill appoint a third expert who, in the absence of agreement between the abovementioned experts as to his appointment, will be appointed by the chairman ofthe *Compagnie Nationale des Commissaires aux Comptes*.The two or three experts (if a third expert is appointed) will deliver theirreport within three months of the appointment of the last of them, such reportbeing binding on the parties. The entire procedure shall not take longer thansix months. Such experts shall be *expert-comptables*(certified accountants).

 

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## **3.2**                              Royalties and Management Fees

 

With effectfrom the Financial Year commencing on 1 October, 2004 and until and includingthe Financial Year ending on 30 September, 2014, the Royalties and ManagementFees due in respect of any Financial Year shall be due and payable annuallywithin 5 Business Days following the date on which the Agents shall havereceived the Performance Indicator Report verified and confirmed or, as thecase may be, validated by the Expert as provided in article 3.1(Performance Indicator performance).

 

3.2.1                       Financial Years 2005 to 2009

 

Notwithstandingany contrary provision in the Licence Agreement, Euro Disney’s articles ofassociation or the Letters, with effect from the Financial Year commencing on 1October, 2004, payment of the Royalties and Management Fees due in respect ofeach Financial Year 2005 to 2009 inclusive, shall be deferred in a total amountof € 25 million, excluding tax, per Financial Year (representing, inaggregate, € 125 million excluding tax).

 

The amount ofthe deferral for each such Financial Year:

 

(a)                                          shall be applied first to the Management Fees due in respect of therelevant Financial Year, and

 

(b)                                         shall constitute Subordinated Long Term Debt bearing interestannually at 12 month EURIBOR.

 

3.2.2                       Financial years 2007 to 2014

 

Notwithstandingany contrary provision in the Licence Agreement, Euro Disney’s Articles ofAssociations or the Letters, with effect from the Financial Year commencing on1 October, 2006, and without prejudice to the provisions of Article 3.2.1(Financial Years 2005 to 2009) in respect of the Financial Years 2007, 2008 and2009, payment of the Royalties and Management Fees due in respect of FinancialYears 2007 to 2014 inclusive shall, if the Performance Indicator or, as thecase may be, the pro forma Performance Indicator for the relevant FinancialYear is less than the reference Performance Indicator n°1 for such FinancialYear stipulated in schedule 2, be deferred in an amount equal to suchdifference but without exceeding € 25 million excluding tax per FinancialYear.

 

The amount sodeferred for each such Financial Year:

 

(a)                                  shall be applied first to the Management Fees due in respect of therelevant Financial Year, and

 

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(b)                                 shall constitute Subordinated Long Term Debt bearing interestannually at 12 month EURIBOR.

 

## **3.3**                               CDC Second Park Agreements

 

3.3.1                       Deferral

 

Interestdue to CDC under the CDC Second Park Agreements on 31 December, 2004 shall bepaid on the Share Capital Increase Date, or on 31 December, 2004 if the ShareCapital Increase Realisation takes place prior to such date.

 

3.3.2                       Deferred interest

 

Witheffect from the Share Capital Increase Date, interest due pursuant to the CDCSecond Park Loans in respect of the years 2001 to 2003, payment of which hasbeen deferred in accordance with the contractual provisions referred to above,together with all additional interest accrued in accordance with the relevantcontractual provisions until the Share Capital Increase Date (representing atthe date hereof an amount of approximately € 58 million), shall on suchdate become a new tranche under the CDC Second Park Agreements (Tranche “E”)which will be repayable in November 2023 and governed by the same terms asare applicable to the existing tranches A, B, C and D.

 

The transitionalprovisions relating to this deferred interest are contained in article 7.1.3(CDC Second Park Agreements).

 

3.3.3                       Financial Years 2005 to 2014

 

With effectfrom the Financial Year commencing on 1 October, 2004, and without prejudice tothe application of any existing contractual provision, interest payable to CDCin respect of the CDC Second Park Loans on 31 December following the endof each of the Financial Years 2005 to 2014 inclusive, shall:

 

(a)                                 if the Performance Indicator or, as the case may be, the pro formaPerformance Indicator for such Financial Year is less than the referencePerformance Indicator n°2 for such Financial Year specified in schedule 2,be deferred in the amount of that difference; the amount so deferred shallconstitute Subordinated Long Term Debt bearing interest at the rate of 5.15%per annum; and

 

(b)                                as to the amount not so deferred, be payable within 5 Business Daysfollowing the date on which the Agents shall have received the PerformanceIndicator Report verified and confirmed or, as the case may be, validated bythe Expert, as provided in article 3.1 (Performance Indicatordetermination), but not earlier than 31 December after the end of therelevant Financial Year.

 

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## **3.4**                              Partnership Structure

 

3.4.1                       In order, in particular, to save a total amount of € 290million and to allow part of the Euro Disney Group’s shareholders’ equity to bereconstituted, it is envisaged that Euro Disney will, not later than the ShareCapital Increase Date, contribute to Euro Disney Associés (in accordance withthe spin-off regime and without resulting in a mandatory offer to acquire allthe shares – *offre publique de retrait obligatoire*)all or substantially all of its assets and liabilities except share purchase orsubscription options and commitments under share purchase or subscriptionoption schemes existing at the date of the contribution in respect of EuroDisney shares and any other asset or liability which is non-transferable orwhich Euro Disney, TWDC and the Agents agree are not to be contributed. Suchcontribution would have the effect of terminating the Sub-lease Agreement andthe lease agreement referred to in (ii) of the definition of the Transfer andLease Agreements, as a result of the lessor and the lessee becoming the sameperson, Euro Disney Associés, thus avoiding the requirement to pay theSubstitution Option and the Purchase Option exercise prices.  Such contribution will also have a number ofother consequences, among which the termination of the Conditional ShareTransfer Agreement (which would be the subject of a separate expressagreement).

 

3.4.2                       All existing contracts and, in particular, the Bank Debt Agreements,the CDC Second Park Agreements and the Common Agreement will need to be amendedto reflect the consequences of the implementation of the Partnership Structure,in particular, in respect of the Covenants and the Performance Indicator.

## ** **

## **3.5**                              Standby Revolving CreditFacility

 

Theoutstanding amount of the Standby Revolving Credit Facility on the ShareCapital Increase Date, namely, taking into account the provisions of article 7.1.1(Standby Revolving Credit Facility), € 110 million, shall on such dateconstitute Subordinated Long Term Debt bearing interest at an annual rate of 12month EURIBOR.

 

With effectfrom the Effective Date, the Standby Revolving Credit Facility may no longer bedrawn down and will no longer be deducted in applying the definition of “AvailableCash” contained in article 1.1 of the Subordination Agreement.

 

Article 7.1.1(Standby Revolving Credit Facility) contains transitional provisions relatingto the Standby Revolving Credit Facility.

## ** **

## **3.6**                              Convention Centre Lease

 

The rentpayment schedule under the Convention Centre Lease shall be deferred, asregards the portion representing principal amortisation,  5 years. A new rent payment schedule isset out in schedule 3A.

 

The provisionsof this article are subject to the condition precedent of the ShareCapital Increase Realisation taking place not later than 31 March 2005.Upon such condition precedent being satisfied, the provisions of this article willtake effect on the Effective Date.

## ** **

## **3.7**                              Loan rescheduling

 

Subject, inthe case of the Phase IA Advances and the Phase IB Advances, to obtaining anynecessary agreement from the *Direction de laLégislation Fiscale*, debt will be rescheduled as follows:

 

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3.7.1                       Phase IA Credit Agreement – Phase IB Credit Agreement – Phase IBAdvances Agreement (tranche C)

 

The principalinstalment repayment dates or commitment reduction dates under the Phase IACredit Agreement, the Phase IB Credit Agreement and tranche C of the Phase IBAdvances Agreement shall be deferred three years and six months but without thefinal repayment or reduction date, as the case may be, falling later than 30December, 2014.  New repayment orcommitment reduction schedules are set out in schedule 3B.

 

3.7.2                       Phase IA Partners Advances Agreement – Phase IB Advances Agreement(excluding tranche C)

 

The principalinstalment repayment dates under the Phase IA Partners Advances Agreement andthe Phase IB Advances Agreement (excluding tranche C) shall be deferredmechanically in accordance with the provisions of such contracts as a result ofthe deferrals provided for in article 3.7.1 (Phase IA Credit Agreement –Phase IB Credit Agreement – Phase IB Advances Agreement (tranche C)) and article 3.7.3(CDC Loan Agreements).

 

3.7.3                       CDC Loan Agreements

 

Theprincipal instalment repayment dates falling in 2004 to 2016 inclusive underthe CDC Loan Agreements (including the CDC Junior Loans transformed inaccordance with article 5.4.1 (Transformation of CDC Junior Loans into CDCOrdinary Loans) will be deferred three years and six months.  New repayment schedules, based on semi-annualrepayments, are set out in schedule 3C.

 

3.7.4                       Condition precedent

 

The provisionsof this article 3.7 are subject to the condition precedent of the ShareCapital Increase Realisation taking place not later than 31 March 2005.Upon such condition precedent being satisfied, the provisions of this article 3.7will take effect on the Effective Date.

## ** **

## **3.8**                              Guarantee Deposits

 

On the ShareCapital Increase Date, the obligations of Euro Disney and EDLH relating to theGuarantee Deposits shall be terminated.

 

On that date,the Phase IA Agent, the Phase IB Banks Agent and the Phase IB Lenders Agent,acting on behalf of the relevant creditors, shall definitively release theGuarantee Deposits.  CDC agrees to suchrelease, subject to compliance with article 5.1.2 (CDC Ordinary Loans).

 

Article 7.1.2(Guarantee Deposits) contains transitional provisions relating to GuaranteeDeposits.

 

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**ARTICLE 4** - NEW RESOURCES

## ** **

## **4.1**                              New Credit Line

 

(a)                                          On the Effective Date, TWDC will make available to Euro Disney a newrevolving credit line for a term of ten years in a principal amount of€ 150 million reduced to € 100 million from 1 October, 2009(hereinafter the “**New Credit Line**”).

 

(b)                                         The purpose of the New Credit Line shall be to finance Euro DisneyGroup’s working capital requirements.

 

(c)                                          Drawings under the New Credit Line shall bear interest at 1, 3 or 6month EURIBOR, according to the interest period selected by Euro Disney.  Such interest shall be due and payable on thelast day of the relevant interest period.

 

(d)                                         All drawings under the New Credit Line made during a Financial Yearshall be repaid by the last day of such Financial Year, i.e. 30 September. Anyamount repaid may be redrawn immediately without exceeding the amounts providedfor in paragraph (a) above.

 

(e)                                          Failure to repay drawings on the date specified in paragraph (d)above shall in no event result in the accelerated maturity of amounts due underthe New Credit Line or an event of default under the Bank Debt Agreements.

 

(f)                                            Euro Disney’s obligations under the New Credit Line may not besecured.

 

(g)                                         No reference to the New Credit Line shall be made in the definitionof “Available Cash” in article 1.1 of the Subordination Agreement,notwithstanding the provisions of paragraph (h).

 

(h)                                         In the event of a condition specified in article 7.7(Termination) being realised, drawings under the New Credit Line thenoutstanding shall be subordinated on the same terms as the Standby RevolvingCredit Agreement, up to € 57,700,000.

## ** **

## **4.2**                              Share capital increase

 

(a)                                          Euro Disney, BNP Paribas, Calyon and CDC shall use their bestefforts to ensure that Euro Disney’s share capital is, subject to the approvalof Euro Disney’s shareholders, increased by a gross amount of at least€ 250 million not later than 31 December, 2004.

 

Such sharecapital increase shall be made by way of public offering by way of a rightsissue of new shares to be subscribed for in cash.

 

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(b)                                         TWDC undertakes to subscribe or cause one or more of itssubsidiaries (not being a subsidiary of Euro Disney) to subscribe to such sharecapital increase in an amount of at least € 100 million.

 

(c)                                          CDC, through CDC Ixis Capital Markets whose compliance it guarantees(*porte fort*), BNP Paribas, Calyon and thebanks referred to in (iii) below (hereinafter the “**Underwriters**”)shall underwrite (not being a *garantie de bonne fin*pursuant to article L. 225-145 of the Commercial Code) the subscription ofthat part of the share capital increase which is not subscribed for by TWDC onusual commercial terms in accordance with market practice and subject to (aa)the Partnership Structure being implemented before or concurrently with theShare Capital increase Realisation, (bb) market conditions allowing such capitalincrease, (cc) the market authorities having granted all necessaryauthorisations and (dd) all necessary formalities having been taken for theShare Capital Increase Realisation (in particular, the carrying out of theUnderwriters’ necessary professional due diligence). Such underwriting will begranted pursuant to an underwriting agreement which shall be entered into afteragreement between Euro Disney and the Underwriters on the subscription price ofthe new shares, and in the following proportions:

 

(i)                           CDC, through CDC Ixis Capital Markets whose compliance it guarantees(*porte fort*): a gross amount of € 75million;

 

(ii)                        each of BNP Paribas and Calyon: 50% of a gross amount of  € 37,500,000; and

 

(iii)                     any banks designated by Euro Disney: a gross amount of  € 37,500,000.

 

A commonmandate including usual clauses for this type of contract and entered intobetween the Underwriters and Euro Disney will determine the detailed terms ofthe Underwriters’ participation in this transaction.

 

In the eventof any of Euro Disney’s shareholders (other than TWDC) undertaking toexercise,  directly or indirectly, itspreferential subscription rights, the Underwriters’ commitment shall be reducedpro tanto, pro rata to their respective commitments.

 

(d)                                         The Underwriters will be paid fees in connection with share capitalincrease, specified in a separate letter. These fees will be payable by EuroDisney on the delivery and payment date for the new shares.

 

(e)                                          In the event that, prior to 31 December 2004, an event shalloccur which is likely to compromise the Share Capital Increase Realisation, theShare Capital Increase Date may be deferred to 31 March, 2005.

 

(f)                                            If on 1 February, 2005 it appeared to Euro Disney and theUnderwriters that the Share Capital Increase Realisation could not take placeby 31 March 2005, the said parties would consult with the Agents with aview to finding a solution.

 

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**ARTICLE 5** - OTHER MEASURES

## ** **

## **5.1**                              Prepayment

 

5.1.1                     Phase IA Credit Facility Agreement – Phase IB Credit FacilityAgreement – Phase IB Advances Agreement (tranche C)

 

(a)                                  The Borrowers will partially prepay the principal amount due underthe Phase IA Credit Facility Agreement, the Phase IB Credit Facility Agreementand the Phase IB Advances Agreement (tranche C) in an aggregate net amount of€ 100 million in accordance with paragraph (b) and subject to the lastsentence of paragraph (b) of article 7.1.4 (Debt Service under the BankDebt Agreement).

 

(b)                                 The amount required for such prepayment (excluding breakage costsand EIB penalties, if any) shall correspond, after taking into account anyprincipal repayments in accordance with article 7.1.4 (Debt service underthe Bank Debt Agreements), to the amount remaining on the Guarantee Deposits(excluding interest) which shall have been released pursuant to article 3.8(Guarantee Deposits), and will, upon such release, be applied by the Phase IAAgent, the Phase IB Banks Agent and the Phase IB Lenders Agent, acting for theaccount of Euro Disney and EDLH, in such prepayment.

 

(c)                                  Notwithstanding the provisions of the relevant financing agreements,such prepayment will not give rise to payment of any penalty except in the caseof the EIB financed part of tranche B of the Phase IA Credit FacilityAgreement.

 

(d)                                 The repayment instalment schedules in Schedule 3B take suchprepayment into account.

 

(e)                                  In addition, and pursuant to the relevant contracts, the Borrowerswill pay, on presentation of a detailed calculation, any breakage costs whichmay arise from such prepayment.

 

5.1.2                     CDC Ordinary Loans

 

Euro Disneywill partially prepay the principal amount due in respect of the CDC OrdinaryLoans in a total amount of € 10 million subject to a penalty calculated inaccordance with article 7.0.4 (A) of the CDC Ordinary Loan Agreement.

 

The repaymentinstalment schedules in Schedule 3C take such prepayment into account.

 

5.1.3                     Condition precedent

 

The provisionsof this article 5.1 are subject to the condition precedent of the ShareCapital Increase Realisation taking place not later than 31 March 2005.Upon such condition precedent being satisfied, the provisions of this article 5.1will take effect on the Effective Date. However, interest paid to the Lendersin accordance with article 7.1.4 (Debt service under the Bank DebtAgreements) on the principal amount repaid pursuant to this article shallremain irrevocably so paid.

 

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## **5.2**                              Royalties and Management Fees

 

The Royaltiesand Management Fees due in respect of the 2004 Financial Year, representingapproximately € 60 million (to be confirmed on the basis of the auditedaccounts for the 2004 Financial Year) shall be due and payable on the ShareCapital Increase Date or not later than the expiry of the 30 day-periodspecified in article 7.7 (Termination).

## ** **

## **5.3**                              Investments

 

5.3.1                     Development investments

 

Thedevelopment investments authorised for the Financial Years 2005 to 2009inclusive are those programmed by Euro Disney and on the basis of which it hasprepared its business plan dated 26 November 2003 increased by the portionof development investments provided for in the said business plan for theFinancial Year 2004 which is not implemented, in particular, by reason of article 5.3.2(Undertaking). These development investments are also subject to paragraph (b)of article 5.5.3 (Investments).

 

5.3.2                     Undertaking

 

Euro Disneyagrees, during the period from the Approval Date to the Share Capital IncreaseDate not to commit, in respect of the development investments and theauthorised investments, any amount which would result in such commitmentsduring the period from 1 April, 2004 to 31 March, 2005, exceeding € 90million (excluding tax) in aggregate.

## ** **

## **5.4**                              CDC Loan Agreements

 

5.4.1                     Transformation of CDC Junior Loans to Euro Disneyland into CDCOrdinary Loans

 

Withoutprejudice to any existing contractual provisions, and without recourse againstthe Phase IA partners, the CDC Junior Loans to Euro Disneyland shall, on theEffective Date, be transformed into CDC Ordinary Loans without changing thedebtor in an amount of € 125 million.

 

Accordingly,the CDC Ordinary Loans will consist of two tranches:

 

(a)                                  a tranche A comprising the CDC Ordinary Loans existing prior totransformation (being € 127,456,551.06) which have the benefit of securitydescribed in the CDC Sharing Agreement; and

 

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(b)                                 a tranche B comprising CDC Junior Loans granted to Euro Disneylandtransformed into CDC Ordinary Loans (being € 125 million) whose onlysecurity will be a second ranking mortgage over the assets which are subject toa first ranking mortgage referred to in the CDC Sharing Agreement, to securethe principal amount of € 125 million and all interest and other amountsrelating thereto.

 

5.4.2                     Waiver of Recourse

 

On theEffective Date, CDC agrees to waive any recourse against any IA Partner of the *société en nom collectif* Euro Disneyland in respect of anyfailure by Euro Disneyland to comply with its payment obligations under the CDCOrdinary Loans and the CDC Ordinary Loan Agreement  (prior to transformation pursuant to article 5.4.1above) in an amount equal to 50% of the amounts due thereunder by EuroDisneyland to CDC. Accordingly, the amount of the first demand guarantee whichis provided for in the agreement of 26th April, 1989 between Banque Finama,CALYON, BNP Paribas and Crédit Agricole S.A. issued in favour of EuroDisneyland’s partners on 20th September, 1989 (as amended by a supplementalagreement dated 29 October, 1999) shall be reduced by 50%. The correspondingguarantee commissions shall be reduced accordingly.

 

Following suchwaiver of recourse, the CDC Ordinary Loans made available to Euro Disneyland (being€ 86,851,852.43 at the date of the Memorandum of Agreement) will bedivided into two sub-categories:

 

(a)                                  a first tranche comprising half of the CDC Ordinary Loans madeavailable to Euro Disneyland in respect of which CDC continues to have recourseagainst Euro Disneyland partners including the initial partners, bearinginterest at 5.15% per annum; and

 

(b)                                 a second tranche comprising the other half of such CDC OrdinaryLoans in respect of which CDC no longer has recourse against the EuroDisneyland partners, bearing interest at 6.15% instead of 5.15% per annum.

 

5.4.3                     Condition precedent

 

The provisionsof this article 5.4 are subject to the condition precedent of the ShareCapital Increase Realisation taking place not later than 31 March 2005.Upon such condition precedent being satisfied, the provisions of this article 5.4will take effect on the Effective Date.

## ** **

## **5.5**                              Covenants

 

Terms usedwith a capital letter in this article and not otherwise defined in theMemorandum of Agreement shall have the meaning ascribed to them in theCovenants. For the purposes of this article, “Financial Undertakings” means thefinancial undertakings of the Borrowers under article 2 of the Covenants.

 

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The Covenantswhich will remain of a type usual in project finance, shall be amended on theEffective Date, in accordance with the principles set out below.

 

In the eventof Euro Disney and the Agents not succeeding in reaching agreement as to theimplementation of such principles in the corresponding agreements, theCovenants in existence at the Approval Date shall remain unchanged, except asregards the Financial Undertakings, the Investments and all matters on whichEuro Disney and the Agents shall have agreed.

 

5.5.1                     Informationundertakings

 

(A)                           General

 

(a)                                   Dataformat

 

Euro Disneyand the Agents will use their best efforts to define for the documents and datareferred to in this article 5.5 a format which is satisfactory to each ofthe parties. In particular, the new formats will have to be consistent amongthemselves and, to the extent possible, be reasonably simplified and consistentwith Euro Disney’s existing internal tools and formats.

 

Failingagreement among Euro Disney and the Agents, as to the format of documents anddata referred to in this Article 5.5:

 

(i)                                    in the case of existing documents and data, the format existing atthe Approval Date shall be maintained; and

 

(ii)                                 in the case of new documents and data, the format shall bedetermined by the Agents assisted, to the extent necessary, by the Expert.

 

Formats agreedpursuant hereto may be subject to evolutions. Any evolution shall be agreedupon by Euro Disney and the Agents.

 

(b)                                  Changein accounting methods

 

Subject to article 3.1(Performance Indicator determination), in the event of any change in accountingprinciples and rules used by reference to those used in preparing theconsolidated accounts for the Financial Year ended 30 September of yearN-1 and, in particular, with effect from the first Financial Year during whichIAS will be applied by Euro Disney, Euro Disney will supply to the Agentsconsolidated accounts for the Financial Year N certified by its auditors andincluding by way of schedule thereto all pro forma information requiredby, and prepared in accordance with French accounting and stock exchangeregulations in force at the time of preparation of the consolidated accounts ofFinancial Year N.

 

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In addition,in support of each change in accounting principles and rules, Euro Disney’smanagement will supply to the Agents a note (i) describing the nature of thechanges in accounting principles and rules, (ii) explaining the methodologyapplied to effect the changes in the accounts and the calculation of theFinancial Undertakings and (iii) setting out the detailed calculation of thechanges effected in the accounts and the Financial Undertakings.

 

(c)                                   Partnershipstructure

 

By reason ofthe implementation of the Partnership Structure, the provisions of this article 5.5will, if necessary, be adapted to take into account the transformation firstlyof Euro Disney into a holding company and secondly of Euro Disney Associés intoan operating company.

 

(d)                                  Transmission

 

The documentsand data which are the subject of the information undertakings will becommunicated to the Agents electronically as well as by way of a paper copy toeach Agent.

 

(B)                             Annual information

 

Maintenance ofexisting provisions except in respect of:

 

(a)                                  balance sheet and profit and loss accounts for each SNC: they willhenceforth be provided within the applicable legal deadlines except as regardsthe tax result the amount of which shall be supplied within 30 days after theend of the relevant Financial Year;

 

(b)                                 Long-Term Forecast (LTF): 60 days after the end of the FinancialYear;

 

(i)                                    new format to be defined in respect of the operations, cash-flow andinvestments (authorised investments and development investments) of the EuroDisney Group, including, in particular, commentaries supporting the operationalassumptions;

 

(ii)                                 Euro Disney will deliver the LTF to the Agents by way of an exceldata file with a paper copy;

 

(iii)                              the drivers of the computer model used by Euro Disney will have tointerface with the LTF excel file and be consistent with a derivative of the “Mozart”model used for the purposes of the restructuring negotiations; this “Mozart”derivative model will be updated by Euro Disney in case of changes inaccounting principles and rules;

 

(iv)                               the Revised Business Plan shall form part of the LTF;

 

(c)                                  statement of TWDC expenditure: annual instead of semi-annual, thisstatement will have to be detailed with precise explanations as to the natureof each expenditure and, in particular, expenditure relating to investments made during the Financial Year justended;

 

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(d)                                 statement of investments realised: procedure for the CAPEXfollow-up  (including major fixed assetsrenovations);

 

(e)                                   projected12 month investment plan: 60 days after the end of the Financial Year;

 

(f)                                    Performance Indicator Report in accordance with article 3.1(Performance Indicator determination);

 

(g)                                 unaudited consolidated accounts (US GAAP): replaced by the supply ofform 20-F, 180 days after the end of the Financial Year (i.e. not later than 31March of the Financial Year N +1).

 

(C)                             Semi-annualinformation

 

Maintenance ofexisting provisions except in respect of:

 

(a)                                   unaudited SNC accounts: to be deleted;

 

(b)                                  statement of expenditure: to be deleted (see paragraph (B) (b)above);

 

(c)                                  balance sheets and profit and loss accounts of subsidiaries otherthan Main Subsidiaries: to be deleted.

 

(D)                            Quarterlyinformation

 

Maintenance ofexisting provisions except in respect of:

 

(a)                                  quarterly report (format to be defined) relating to the operations,cash-flow and investments (authorised investments and development investments)of the Euro Disney Group showing actual performance as against budget and thecorresponding information for previous years;

 

(b)                                 quarterly report on the development investments: developmentinvestments will be the subject of a report in accordance with article 5.5.3(Investments) paragraph (b)(i) in the case of the 2005-2009 programme and (b)(ii) in the case of other development investments;

 

(c)                                  supply of a monthly cash-flow forecast for the next 12 months in aformat to be defined, updated quarterly as follows: the first cash-flowforecast for any Financial Year shall be supplied at the same time as EuroDisney’s annual operation and investment budget for such Financial Year; theforecast shall be established on the basis of the said budget and shall coverthe 12 months of the said Financial Year; subsequent cash-flow forecasts shallbe supplied within 30 days after the end of each of the first, second and thirdquarters of such Financial Year and will cover the next 12 months (on the basisof the annual budget, updated as the case may be, and the Revised BusinessPlan) and the months expired since the beginning of such Financial Year.

 

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(E)                              Expert

 

(a)                                  the missions of the Expert will remain based on those defined in article 4of the Agreement with the Independent Expert; to the extent possible, therecurrent missions will be reasonably simplified and be limited to:

 

(i)                                    providing an annual report on the LTF, the Revised Business Plan,the performance during the Financial Year just ended, the budget, thePerformance Indicator Report and, if relevant, the pro forma PerformanceIndicator and the treatment of changes to accounting principles and rules;

 

(ii)                                 auditing the Agreed Computer Model as well as any subsequentamendment thereto;

 

(iii)                              verifying performance of the Financial Undertakings;

 

(iv)                             providing a quarterly report on the development investments with alevel of detail per attraction and per expense item identical to that providedin schedule 5; this will be a light review, of a due diligence type,covering the followings aspects: progress, budget, calendar and specificproblems; this will include site visits and exchanges between the Expert andEuro Disney’s specialised teams.

 

(b)                                 the amendments resulting from the provisions of this article 5.5shall be determined with the assistance of the Expert.

 

5.5.2                     FinancialUndertakings

 

(a)                                   deletion of Gross Operating Profit Ratio; and

 

(b)                                 specification of a new debt coverage ratio which will take intoaccount all cash related items, be calculated annually (on an actual andforecast basis) and applicable until repayment in full of the Bank DebtAgreements and the CDC Second Park Agreements.

 

5.5.3                     Investments

 

Maintenance ofexisting provisions except in respect of:

 

(a)                                   authorised investments (article 3.2 of the Covenants)

 

(i)                                    expenditures for major fixed asset renovations will be included inauthorised investments;

 

(ii)                                 renovations, reconstructions and repairs financed by insuranceproceeds up to € 10 million per Financing Year will not be taken intoaccount in the calculation of authorised investments;

 

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(iii)                              in the case of Financial Years 2005 to 2009 inclusive: fixed amountsin absolute value and as a percentage for each Financial Year N as specified inschedule 4 with a readjustment of the amount allowed for Financial Year N+ 1 by reference to the realised turnover (excluding income from Participants)and the percentage applicable to Financial Year N;

 

(iv)                             in the case of subsequent Financial Years:

 

•                  the amountauthorised for Financial Year N will be equal to 5% of the turnover (excludingincome from Participants) of the prior Financial Year (N – 1), withoutexceeding 25% of the Performance Indicator (after Royalties and Management Feesactually paid) for such Financial Year N - 1;

 

•                  in the event that inrespect of any Financial Year, interest payable to CDC in respect of the CDCSecond Park Loans were to be deferred in full pursuant to article 3.3.3(Financial Years 2005 to 2014), Euro Disney and the Agents will agree a newauthorised investments budget for the following Financial Years; failingagreement within 30 days following delivery to the Agents of the PerformanceIndicator Report approved by the Expert, the new budget shall be set at 3 percent of the realised turnover (excluding income from Participants) for therelevant Financial Year;

 

(b)                                 developmentinvestments

 

(i)                                    2005-2009 programme:

 

thedefinition, the manner of implementing and the carrying out of developmentinvestments which Euro Disney intends to make during the 2005 to 2009 FinancialYears will be followed up by the Expert. These investments are those programmedby Euro Disney and on the basis of which it has prepared its business plandated 26 November 2003. These investments, as well as the use ofcontingencies  and the allocation of thebudget as between development investments and contingencies, shall be thesubject of a quarterly follow-up report (as defined in paragraph (D)(b) of article 5.5.1(Information Undertakings)) with a level of detail per attraction and perexpenditure identical to that provided for in schedule  5. This reportwill be reviewed by the Expert. Any savings on an asset shall be available tofinance additional investments on new assets. Upon completion of eachdevelopment investment, Euro Disney shall supply a completion report (in thesame form as that of the quarterly report) not later than 3 months afteropening to the public. With effect from the delivery of such report, EuroDisney may no longer commit to any further expenditure constituting developmentinvestment in respect of the relevant investment;

 

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(ii)                                 other development investments: in addition to the provisions of article 3.11of the Covenants, these investments will be treated in the same manner as thoseincluded in the 2005-2009 programme as provided in paragraph (i) above.

 

5.5.4                     Indebtedness

 

Maintenance ofexisting provisions except that the Euro Disney Group may enter into *crédit-bail* or financial lease agreements intended tofinance investments authorised pursuant to paragraph (a) of article 5.5.3(Investments)  in a maximum amount of €10 million per annum without the aggregate outstanding amount exceeding€ 50 million.

 

**ARTICLE 6** - MAINTENANCE OF TWDC’s INTEREST IN EURO DISNEY’s SHARE CAPITAL

 

TWDCundertakes to retain at least 39% of the share capital of Euro Disney until 31December, 2016.

 

**ARTICLE 7** - MISCELLANEOUS

## ** **

## **7.1**                              Transitional period

 

7.1.1                     Standby RevolvingCredit Facility

 

Upon 9th June,2004, the maturity date of the Standby Revolving Credit Facility shall bedeferred until the date falling on the 5th Business Day after the expiry of theone month period referred to in article 7.3 (Waiver Extension), the otherterms of the Standby Revolving Credit Facility remaining unchanged, subject to article 3.5(Standby Revolving Letter of Credit).

 

With effectfrom the Signature Date, provided it occurs prior to the expiry of the saidone-month period, the maturity date of the Standby Revolving Credit Facilityshall be deferred until 30 June, 2005, the other terms thereof remainingunchanged, subject to article 3.5 (Standby Revolving Letter of Credit).

 

Until theEffective Date, the Standby Revolving Credit Facility may be the subject of newdrawings provided that the amount outstanding thereunder shall at no time fallbelow € 110 million and shall be reduced to € 110 million at theEffective Date.

 

7.1.2                     GuaranteeDeposits

 

Subject to article 7.1.4(Debt service under the Bank Debt Agreements), the aggregate amount of theGuarantee Deposits (€ 100 million) together with all interest accruedthereon (which shall, subject to the provisions of the said article bepaid to Euro Disney on the Share Capital Increase Date) shall remain at thatlevel from the Signature Date until the Share Capital Increase Date.

 

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7.1.3                     CDC SecondPark  Agreements

 

No interestpayment under the CDC Second Park Agreements in respect of the years 2001 to2003, (being the amounts including accrued interest referred to in article 3.3.2(Deferred interest)), may be made:

 

(a)                                  between the Approval Date and the date falling on the 5th BusinessDay after the expiry of the one month period referred to in article 7.3(Waiver Extension); and

 

(b)                                 with effect from the Signature Date until 30 June, 2005.

 

7.1.4                     Debt serviceunder the Bank Debt Agreements

 

(a)                                  The Bank Debt Agreements shall continue to be serviced (principal,interest, fees, costs and related amounts) in the usual way by the Borrowersuntil the Share Capital Increase Date subject to paragraphs (b) and (c) below.

 

(b)                                 However, with effect from 1 October 2004, principal amounts dueunder the Phase IA Credit Facility Agreement and the Phase IB Credit FacilityAgreement shall be paid as follows: the Phase IA Agent and the Phase IB BanksAgent, acting on behalf of the relevant creditors, shall partially release theGuarantee Deposits, in amounts equal to principal instalments as and when theyfall due. CDC  agrees to such releasesubject to all obligations to CDC referred to in paragraph (c) below havingbeen complied with. The Parties expressly agree that the amounts so releasedshall simultaneously be applied by the Phase IA Agent and the Phase IB BanksAgent, acting on behalf of Euro Disney, EDLH and the relevant creditors topayment of such principal instalments. It is expressly agreed that principaldebt service referred to in this paragraph and prepayments referred to in article 5.1.1.(Phase IA Credit Facility Agreement – Phase IB Credit Facility Agreement –Phase IB Advances Agreement (tranche C)) shall not exceed the Guarantee Depositamounts (excluding interest) at the Approval Date, namely, €100 million.

 

(c)                                  Until the Share Capital Increase Date, principal amounts due underthe CDC Loan Agreements will be paid as follows:

 

(i)                                    as regards the CDC Ordinary Loans to Euro Disney, Euro Disney willrepay principal instalments, up to the amount due to CDC, out of interestaccrued on the Guarantee Deposits until 30 October, 2004. Upon that date and tothat end, the Phase IA Agent and the Phase IB Banks Agent, acting for theaccount of the relevant creditors, shall partially release accrued interest onthe Guarantee Deposits, up to the amount due by Euro Disney to CDC; in theevent of the amount of such interest being less than the amount due to CDC,Euro Disney will pay such shortfall;

 

30

----

 

(ii)                                 as regards CDC Ordinary Loans to Euro Disneyland and CDC JuniorLoans to Euro Disney and Euro Disneyland, payment of principal instalmentsshall be deferred until the Share Capital Increase Date; as security for itspayment obligation in respect of the principal amounts so deferred, Euro Disneywill constitute a cash pledge (*gage-espèces*);CDC will release such cash pledge on the Share Capital Increase Date and itsrestitution obligation will be set off against Euro Disney’s payment obligationin respect of the deferred principal amounts on that date.

 

## **7.2**                              Commission – costs

## ** **

7.2.1                     Commission

 

Euro Disneyshall pay to the Creditors other than CDC in respect of the financialrestructuring envisaged by the Memorandum of Agreement a global commission,excluding any value added tax thereon, of 0.80% of the aggregate outstandingamount at the Effective Date under the Phase IA Credit Facility Agreement, thePhase IB Credit Facility Agreement and the Phase IB Advances less the amountsprepaid pursuant to article 5.1.1 (Phase IA Credit Facility Agreement -Phase IB Credit Facility Agreement - Phase IB Advances Agreement (tranche c)).

 

Suchcommission, excluding any value added tax thereon, shall be payable to theAgents other than CDC as to 0.20% on the Effective Date and as to 0.60% at theShare Capital Increase Date.

 

Euro Disneywill pay to each Phase IA Partner a restructuring commission of € 10,000 and toCDC a restructuring commission of € 65,000 on the Effective Date, in each caseexcluding any value added tax thereon.

 

7.2.2                     Costs

 

All reasonablecosts relating to the preparation, negotiation, signature and implementation ofthe Memorandum of Agreement, including legal fees and the fees of KPMG, Secorand Imaginvest, as experts, in particular, incurred in respect of bankmeetings, shall be borne by Euro Disney.

 

Payment willbe made within 30 days after receipt of the relevant invoice.

 

## **7.3**                              Waiver extension

## ** **

Upon themajority requirements provided for in the Bank Debt Agreements being met,  the waiver referred to in paragraph (B) ofthe preamble shall be extended one month and, after approval of the Memorandumof Agreement, until the Effective Date. With effect from such approval, in theevent of non-compliance by the Borrowers with their financial undertakingsunder the Covenants in respect of the Financial Year 2004, the Creditors herebyagree during such extension not to invoke against the Borrowers any event ofdefault arising by reason of such non-compliance.

 

31

----

 

So long as thewaiver referred to in paragraph (B) of the preamble remains effective, andnotwithstanding any contrary provision in the Bank Debt Agreements, the implementationby the Borrowers of the transactions provided for in the Memorandum ofAgreement in accordance with the provisions thereof shall not constitute anevent of default or a potential event of default under the Bank DebtAgreements.

 

## **7.4**                              Agents’ powers

 

The Agents arehereby irrevocably and unconditionally authorised by all the Lenders to accept,in their name and on their behalf, to agree with the Parties other than theLenders (i) to defer for up to one month the date specified in article 7.7(Termination) in the event that further time is required for practical reasonsto implement the provisions of the Memorandum of Agreement, (ii) to defer forup to one month the date of 1 November 2004 specified in thedefinition of Effective Date and (iii) such adjustments as may be useful ornecessary to the Partnership Structure.

 

## **7.5**                              Unity of Memorandum

 

The Memorandumof Agreement constitutes an indivisible whole of which no clause may be amendedwithout the prior agreement of all Parties or pursuant to article 7.4(Agents’ powers).

 

## **7.6**                              Entire agreement

 

The Memorandumof Agreement constitutes the entire agreement between the Parties relating tothe financial restructuring of the Euro Disney Group and accordingly supersedesand cancels any prior document relating thereto.

 

## **7.7**                              Termination

 

In the eventof the Share Capital Increase Realisation not taking place or the PartnershipStructure not being implemented by 31 March 2005:

 

(a)                                  the Parties shall consult each other during 30 days with a view tofinding a solution;

 

(b)                                 failing agreement at the expiry of such period, the provisions of Article 3.1(Performance Indicator determination), 3.2 (Royalties and Management Fees),3.3.1 (Deferral), 3.3.2 (Deferred interest), 3.3.3 (Financial Years 2005 to2014), 3.5 (Standby Revolving Credit Facility), 4.1 (New Credit Line) otherthan paragraph (h), 4.2 (Share capital increase), 5.3 (Investments), 5.5(Covenants), 6 (Maintenance of TWDC’s interest in Euro Disney’s share capital),7.1.2 (Guarantee Deposits), 7.1.4 (Debt service under the Bank Debt Agreements)7.3 (Waiver extension), 7.4 (Agents’ Powers) and 7.5 (Unity of Memorandum)shall terminate. Such termination will be effective as from the expiry of thesaid 30-day period.

 

## **7.8**                              Release of TWDC

## ** **

In the eventof the Share Capital Increase Realisation and with effect from the ShareCapital Increase Date:

 

32

----

 

(i)                                     in consideration of TWDC’s participation in the Euro Disney Group’sfinancial restructuring, each of the Creditors hereby waives all rights,claims, or causes of action which it may now or hereafter have against TWDC orany of its officers, directors or employees by reason of any act or omission priorto the Signature Date in respect of Euro Disneyland in France (as defined inthe Master Agreement); and

 

(ii)                                  each of the Creditors acknowledges and agrees that neither TWDC norany of its officers, directors or employees is or will be considered, by reasonof participating in any transaction comprised in the Euro Disney Group’sfinancial restructuring, to be a guarantor of or surety for Euro Disney underthe Bank Debt Agreements.

 

## **7.9**                              Steering Committee

## ** **

The Partiesacknowledge that the approval of the Memorandum of Agreement by any member ofthe Steering Committee is only granted by reason of its participation in thatworking group established by the Lenders’ agents in connection with the EuroDisney Group’s financial restructuring.

 

Each member ofthe Steering Committee which has signed the Memorandum of Agreement undertakesto present, acting as Lender or sub-participant, the Euro Disney Group’sfinancial restructuring to its credit committee as soon as possible.

 

## **7.10**                       Confidentiality

## ** **

Except for thepress releases referred to in the paragraph below, the Parties undertake tomaintain the terms of the Memorandum of Agreement strictly confidential unlessotherwise required by any administrative authority or pursuant to applicableregulations including to allow Euro Disney to comply with its legal obligationsas to information and consultation of employee representatives.

 

Euro Disneywill consult the Agents prior to any release (press or otherwise) relating tothe existence or the contents of the Memorandum of Agreement. This article shallnot prevent (i) a Lender from supplying a copy of the Memorandum of Agreementto any transferee subject to such transferee undertaking to comply with this article or(ii) a member of the Steering Committee from discussing the Memorandum ofAgreement with any other creditor of the Euro Disney Group subject to suchcreditor undertaking to comply with this article.

 

## **7.11**                       Applicable law

## ** **

The Memorandumof Agreement is governed by French law.

 

33

----

 

## **7.12**                       Language

## ** **

The Memorandumof Agreement is drafted in the French language which shall be the solegoverning version. An English language translation will be made for informationonly.

 

Made inParis on 8 June, 2004

 

in 8original counterparts

 

34

----

 
| **Euro  Disney S.C.A**                        |       |
|-----------------------------------------------|------------|
| ** **                                    | ** ** |
| ** **                                    | ** ** |
| ** **                                    | ** ** |
| By                                            |       |
|                                          |       |
|                                          |       |
| **Euro  Disneyland S.N.C**                    |       |
| ** **                                    | ** ** |
| ** **                                    | ** ** |
| ** **                                    | ** ** |
| By                                            |       |
|                                          |       |
|                                          |       |
| **EDL  Hôtels S.C.A.**                   |       |
| ** **                                    | ** ** |
| ** **                                    | ** ** |
| ** **                                    | ** ** |
| By                                            | ** ** |
|                                          |       |
|                                          |       |
| **Hôtel  New York Associés S.N.C.** |       |
| ** **                                    |       |
| ** **                                    |       |
| ** **                                    |       |
| By                                            |       |

 

35

----

 
| **Newport  Bay Club Associés S.N.C.**    |   |
|-----------------------------------------------|--------|
| ** **                                    |   |
| ** **                                    |   |
| ** **                                    |   |
| By                                            |   |
|                                          |   |
|                                          |   |
| **Sequoia  Lodge Associés S.N.C.**       |   |
| ** **                                    |   |
| ** **                                    |   |
| ** **                                    |   |
| By                                            |   |
|                                          |   |
|                                          |   |
| **Cheyenne  Hôtel Associés S.N.C.** |   |
| ** **                                    |   |
| ** **                                    |   |
| ** **                                    |   |
| By                                            |   |
|                                          |   |
|                                          |   |
| **Hôtel  Santa Fe Associés S.N.C.** |   |
| ** **                                    |   |
| ** **                                    |   |
| ** **                                    |   |
| By                                            |   |

 

36

----

 
| **Centre  de Divertissements Associés S.N.C.** |       |
|-----------------------------------------------------|------------|
| ** **                                          |       |
| ** **                                          |       |
| ** **                                          |       |
| By                                                  |       |
|                                                |       |
|                                                |       |
| **The  Walt Disney Company**                        |       |
| ** **                                          |       |
| ** **                                          |       |
| ** **                                          |       |
| By                                                  |       |
|                                                |       |
|                                                |       |
| **Caisse  des Dépôts et Consignations**   |       |
| ** **                                          |       |
| ** **                                          |       |
| ** **                                          |       |
| By                                                  |       |
| ** **                                          | ** ** |
| ** **                                          | ** ** |
| **BNP  Paribas**                                    |       |
| ** **                                          |       |
| ** **                                          |       |
| ** **                                          |       |
| By                                                  |       |

 

37

----

 
| **CALYON**                        |       |
|-----------------------------------|------------|
| ** **                        |       |
| ** **                        |       |
| ** **                        |       |
| By                                |       |
| ** **                        | ** ** |
| ** **                        | ** ** |
| **THE  STEERING COMMITTEE**  |       |
| ** **                        |       |
| ** **                        |       |
| **BNP  Paribas**                  |       |
| ** **                        |       |
| ** **                        |       |
| ** **                        |       |
| ** **                        |       |
| By                                |       |
|                              |       |
|                              |       |
| **CALYON**                        |       |
| ** **                        |       |
| ** **                        |       |
| ** **                        |       |
| By                                |       |
|                              |       |
|                              |       |
| **Natexis  Banques Populaires**   |       |
| ** **                        |       |
| ** **                        |       |
| ** **                        |       |
| By                                |       |

 

38

----

 
| **Bayerische  Hypo-Und Vereinsbank AG** |       |
|-----------------------------------------|------------|
| ** **                              |       |
| ** **                              |       |
| ** **                              |       |
| By                                      | ** ** |
|                                    |       |
|                                    |       |
| **Allied  Irish Banks plc**             |       |
| ** **                              |       |
| ** **                              |       |
| ** **                              |       |
| By                                      |       |

 

39

----

 

**Schedule 1**

**List of Banks and Lenders**

** **
| **Phase IA  Banks**            |
|-------------------------------------|
| ** **                          |
| BANCO  SANTANDER HISPANO            |
|                                |
| BANK OF  SCOTLAND                   |
|                                |
| BANQUE FEDERATIVE  DU CREDIT MUTUEL |
|                                |
| BAYERISCHE  HYPO- UND VEREINSBANK   |
|                                |
| BANK OF  AMERICA                    |
|                                |
| BNP PARIBAS                         |
|                                |
| BRED                                |
|                                |
| CALYON                              |
|                                |
| CREDIT INDUSTRIEL ET COMMERCIAL     |
|                                |
| CITIBANK  N.A.                      |
|                                |
| CREDIT AGRICOLE SA                  |
|                                |
| CREDIT FONCIER DE FRANCE            |
|                                |
| CSFB                                |
|                                |
| DEUTSCHE  BANK                      |
|                                |
| DRESDNER  BANK                      |
|                                |
| GOLDMAN  SACHS PARIS INC            |
|                                |
| ING BANK NV  AMSTERDAM              |
|                                |
| JP MORGAN  CHASE                    |
|                                |
| NATEXIS BANQUES POPULAIRES          |
|                                |
| SCOTIABANK                          |

 

40

----

 
| **Phase  IA Partners**                                         |
|----------------------------------------------------------------|
|                                                           |
| AXA BANQUE                                                     |
|                                                           |
| BANQUE HERVET                                                  |
|                                                           |
| BANQUE NSMD                                                    |
|                                                           |
| BNP PARIBAS                                                    |
|                                                           |
| BRED                                                           |
|                                                           |
| CAISSE REGIONALE DU CREDIT AGRICOLE MUTUEL DE LA BRIE          |
|                                                           |
| CAISSE REGIONALE DU CREDIT AGRICOLE MUTUEL PARIS ILE DE FRANCE |
|                                                           |
| CALYON                                                         |
|                                                           |
| CASDEN BANQUES POPULAIRES                                      |
|                                                           |
| COMPAGNIE FINANCIERE DE ROTHSCHILD                             |
|                                                           |
| CREDIT AGRICOLE SA                                             |
|                                                           |
| CREDIT FONCIER DE FRANCE                                       |
|                                                           |
| CREDIT INDUSTRIEL ET COMMERCIAL                                |
|                                                           |
| CREDIT LOCAL DE FRANCE (DEXIA)                                 |
|                                                           |
| EURODISNEYLAND PARTICIPATIONS                                  |
|                                                           |
| FORTIS                                                         |
|                                                           |
| KODAK PATHE                                                    |
|                                                           |
| NATEXIS BANQUES POPULAIRES                                     |
|                                                           |
| SOCIETE DU LOUVRE                                              |
|                                                           |
| SOFINCO                                                        |

 

41

----

 
| **Phase  IB Banks**                |
|------------------------------------|
| ** **                         |
| BANCO DE SABADELL                  |
|                               |
| BANCO  SANTANDER CENTRAL HISPANO   |
|                               |
| BANK OF  AMERICA                   |
|                               |
| BANQUE FEDERATIVE DU CREDIT MUTUEL |
|                               |
| BANQUE SAN PAOLO                   |
|                               |
| BARCLAYS                           |
|                               |
| BNP PARIBAS                        |
|                               |
| CAISSE D’EPARGNE DE PARIS     |
|                               |
| CALYON                             |
|                               |
| CITIBANK                           |
|                               |
| CREDIT INDUSTRIEL ET COMMERCIAL    |
|                               |
| CREDIT SUISSE  FIRST BOSTON        |
|                               |
| DEUTSCHE  BANK                     |
|                               |
| DRESDNER                           |
|                               |
| GOLDMAN  SACHS                     |
|                               |
| HYPOVEREINSBANK                    |
|                               |
| MERRIL LYNCH                       |
|                               |
| MORGAN STANLEY                     |
|                               |
| NATEXIS BANQUES POPULAIRES         |
|                               |
| YASUDA TRUST  (MIZUHO)             |

 

42

----

 
| **Phase  IB Lenders**                                              |
|--------------------------------------------------------------------|
| ** **                                                         |
| AXA BANQUE                                                         |
|                                                               |
| BNP PARIBAS                                                        |
|                                                               |
| CAISSE REGIONAL DU CREDIT AGRICOLE MUTUEL DE L’UNION NORD EST |
|                                                               |
| CAISSE REGIONALE DU CREDIT AGRICOLE MUTUEL DE CHAMPAGNE BOURGOGNE  |
|                                                               |
| CAISSE REGIONALE DU CREDIT AGRICOLE MUTUEL DE LA BRIE              |
|                                                               |
| CALYON                                                             |
|                                                               |
| CASDEN BANQUES POPULAIRES                                          |
|                                                               |
| CREDIT AGRICOLE SA                                                 |
|                                                               |
| CREDIT FONCIER DE FRANCE                                           |
|                                                               |
| CREDIT LOCAL DE FRANCE (DEXIA)                                     |
|                                                               |
| FORTIS                                                             |
|                                                               |
| J.P. MORGAN                                                        |
|                                                               |
| NATEXIS BANQUES POPULAIRES                                         |
|                                                               |
| SOCIETE DU LOUVRE                                                  |
|                                                               |
| SOFINCO                                                            |

 

43

----

 

***English translation for information only***

 

**SCHEDULE  2**

 

**REFERENCE PERFORMANCE INDICATOR SEQUENCES**

 
| **Financial  Year**                          | ** ** | **2005**             | ** ** | **2006**   | ** ** | **2007**   | ** ** | **2008**   | ** ** | **2009**   | ** ** | **2010**   | ** ** | **2011**   | ** ** | **2012**   | ** ** | **2013**   | ** ** | **2014**   | ** ** |
|----------------------------------------------|------------|----------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|
| ** **                                   |       | **€  millions** |       |
| **Reference Performance Indicator n°1** | ** ** | ** **           | ** ** | ** ** | ** ** | **282.5**  | ** ** | **305.4**  | ** ** | **313.1**  | ** ** | **317.2**  | ** ** | **340.6**  | ** ** | **352.7**  | ** ** | **365.8**  | ** ** | **380.6**  | ** ** |
| ** **                                   | ** ** | ** **           | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **Reference Performance Indicator n°2** | ** ** | **230.6**            | ** ** | **263.9**  | ** ** | **257.5**  | ** ** | **280.4**  | ** ** | **288.1**  | ** ** | **292.2**  | ** ** | **315.6**  | ** ** | **327.7**  | ** ** | **340.8**  | ** ** | **355.6**  | ** ** |

 

44

----

 

**Schedule 3**

**Repayment schedules**

 

*[Outdatedschedule]*

 

**Schedule 4**

 

**Authorised investments**

 
| ** **                   | ** ** | **FY05** | ** ** | **FY06** | ** ** | **FY07** | ** ** | **FY08** | ** ** | **FY09** | ** ** |
|------------------------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|
| **Amount (€ millions)** |       | 81.7     |       | 62.3     |       | 51.8     |       | 51.5     |       | 68.7     |       |
| **%***                       |       | 7.38     | %          | 5.36     | %          | 4.18     | %          | 3,87     | %.         | 4.98     | %          |

 

----

* percentage of sales (excluding Participants’ income)

 

45

----

 

**Schedule 5**

 

**08/06/2004**

 
| ** **                                                                       | ** ** | **YEAR**           | ** ** | **2005** |       | **2006** |       | **2007** |       |
|----------------------------------------------------------------------------------|------------|--------------------|------------|----------|------------|----------|------------|----------|------------|
| **Detailed table for each principal  attraction**                                | ** ** | **TOTAL  (in ME)** | ** ** | **Q1**   | ** ** | **Q2**   | ** ** | **Q3**   | ** ** | **Q4** | ** ** | **Q1** | ** ** | **Q2** | ** ** | **Q3** | ** ** | **Q4** | ** ** | **Q1** | ** ** | **Q2** | ** ** | **Q3** | ** ** | **Q4** |   |
| **Attraction 1**                                                                 |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 1/ Construction costs                                                            |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Buildings (including civil works and site filling out)                           |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Scenery elements (show)                                                          |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Attraction (mechanics)                                                           |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Projects development and management costs                                        |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| General costs (insurance, guarantee,...)                                         |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Software                                                                         |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Sub total                                                                        |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 2/ Capitalised opening costs                                                     |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 3/ Contingencies                                                                 |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 4/ Capitalised interests                                                         |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **TOTAL**                                                                        |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Of which billed by TWDC                                                          |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Expensed opening costs                                                           |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Attraction 2**                                                                 |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 1/ Construction costs                                                            |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Buildings (including civil works and site filling out)                           |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Scenery elements (show)                                                          |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Attraction (mechanics)                                                           |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Projects development and management costs                                        |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| General costs (insurance, guarantee,...)                                         |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Software                                                                         |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Sub total                                                                        |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 2/ Capitalised opening costs                                                     |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 3/ Contingencies                                                                 |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 4/ Capitalised interests                                                         |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **TOTAL**                                                                        |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Of which billed by TWDC                                                          |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Expensed opening costs                                                           |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Attraction 3**                                                                 |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 1/ Construction costs                                                            |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Buildings (including civil works and site filling out)                           |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Scenery elements (show)                                                          |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Attraction (mechanics)                                                           |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Projects development and management costs                                        |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| General costs (insurance, guarantee,...)                                         |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Software                                                                         |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Sub total                                                                        |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 2/ Capitalised opening costs                                                     |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 3/ Contingencies                                                                 |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 4/ Capitalised interests                                                         |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **TOTAL**                                                                        |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Of which billed by TWDC                                                          |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Expensed opening costs                                                           |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                             |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| ***Specific line item for each  attraction costing more than € 2 million*** |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Attraction 1**                                                                 |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total cost                                                                       |       |               |       |     |       |     |       |     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 

**Attraction 2 ...**

 

**46**

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** **

Annex 6

 

**STRICTLYCONFIDENTIAL**

 

1.                                       The proposed contribution  byEuro Disney SCA to Euro Disney Associés of assets and liabilities (the “Contribution”)would be subject to the conditions set forth in paragraph 2 below.

 

Outstanding stock options as of the date of the Contribution andcontingent obligations under existing stock option plans of Euro Disney SCA asof the date of the Contribution would be excluded from the Contribution.

 

Euro DisneySCA and Euro Disney Associés would elect in accordance with Article L.236-22of the French Commercial Code that the Contribution be subject to the “spin offregime” (*régime des scissions*) provided for inArticles L.236-16 to L.236-21 of the French Commercial Code and Article 210Bof the French General Tax Code.

 

2.                                       The Contribution would be subject to the following conditionsprecedent:

 

(i)  shareholder approvals (as to which approvalTWDC will take all reasonable steps to obtain the favorable vote of Euro DisneyAssociés and of any company which it controls directly or indirectly and whichis a shareholder of, or partner in, Euro Disney SCA);

 

(ii)  formal, final and legally bindingconfirmation by the AMF that no mandatory tender offer (*offrepublique de retrait*) will be required as a result of, or following,the Contribution (as to which it is noted that any formal confirmation issuedby the AMF on this matter will be appealable before the Paris Court of Appealsfor ten days after its publication in the *Bulletin des AnnoncesLégales Obligatoires* and that it will not be considered final andlegally binding unless and until such time has expired without any appeal beingfiled or, in case of such an appeal, unless and until a final unappealabledecisions has been rendered confirming that no mandatory tender offer will berequired);

 

47

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(iii)  written and unconditional confirmation by theFrench tax authorities that (a) the contribution by EDI and EDS of theirinterest in Euro Disney Associés to two newly formed *sociétés paractions simplifiées* will be taxed as described in the letter of February 4,2004 from Euro Disney SCA and Euro Disney Associés to the French taxauthorities; (b) Article 210A and 210B of the French General Tax Code willapply to the Contribution notwithstanding the transformation of Euro DisneyAssociés into a *société en commandite par actions*;(c) certain French tax rulings issued prior to the Contribution will remaineffective thereafter; and (d) the transfer of tax losses by Euro Disney SCA toEuro Disney Associés are approved (*agréés*) by the *Direction Générale des Impôts*(as to which Euro Disney SCAand Euro Disney Associés have kept the French tax authorities informed of theproposed terms of the Contribution and certain related transactions);

 

(iv)  approval of the Contribution by theSupervisory Board (*conseil de surveillance*)of Euro Disney SCA;

 

(v)  execution of the required amendment to theMaster Agreement; and

 

(vi)  consent of any party to any materialagreement with Euro Disney SCA the consent of which is required in accordancewith the term of such agreement for the continuation of such agreementfollowing its contribution by Euro Disney SCA to Euro Disney Associés.

 

3.                                       Prior to the Contribution, the following steps are expected to betaken:

 

(i)  EDI and EDS would capitalize all or part oftheir advances to Euro Disney Associés either by subscribing for a reservedequity offering of Euro Disney Associés or by contributing their receivable toEuro Disney Associés in consideration of Euro Disney Associés equity;

 

(ii)  Euro Disney Associés would be transformedinto a *société en commandite par actions*;

 

48

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(iii)  EDI and EDS would contribute their interestsin Euro Disney Associés to two newly formed *sociétés par actionssimplifiées*, each of which would become general partner (*associé commandité*)(1) and shareholder (*associé commanditaire* of Euro Disney Associés); and

 

(iv)  the conditional sale (*Acte deCession de Part Sociale sous Condition Suspensive*) dated June 30,1994 between EDS and Disney Enterprises, Inc. (formerly known as The WaltDisney Company) relating to one share in Euro Disney Associés will beunconditionally cancelled and terminated without any liability for any of theparties thereto.

 

4.                                       As a result of the Contribution, certain measures, transactions anddeterminations contemplated in connection with the financial restructuring ofDisneyland Resort Paris to be implemented by, or related to, Euro Disney SCA(including without limitation in connection with Management Fees and royaltiesunder the License Agreement, the new Working Capital Facility and the exisitingStandby Line of Credit) may instead be implemented by, or determined inrelation to, Euro Disney Associés as successor to Euro Disney SCA.

 

5.                                       The Contribution and the related reorganization may be subject tosuch adjustments and modifications as may be necessary to ensure thefeasibility thereof; provided that no such adjustment or modification shallhave the effect of undermining the intent or purpose of any material terms orprovisions of the Memorandum of Agreement of June 8, 2004.

 

----

(1)            In addition to EDI and EDS, a wholly-owned subsidiary of Euro DisneySCA may become general partner (associé commandité) of Euro Disney Associés.

 

49

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Theundersigned parties acknowledge that the Memorandum of Agreement relating tothe restructuring of the Euro Disney group, signed by The Walt Disney Company,Euro Disney SCA, Euro Disneyland S.N.C, EDL Hôtels S.C.A., Hôtel New YorkAssociés S.N.C., Newport Bay Club Associés S.N.C., Sequoia Lodge AssociésS.N.C., Cheyenne Hôtel Associés S.N.C., Hôtel Santa Fe Associés S.N.C., Centrede Divertissements Associés S.N.C., Caisse des Dépôts et Consignations on 8June, 2004 and approved by the Steering Committee on that date, as amended byinserting the amendments proposed by the Borrowers in the letter from EuroDisney SCA dated 20 September, 2004, Annex 1 thereto and the schedule headed“CDC senior loans interest increase” attached to such annex, is, after receipt(i) of letters from The Walt Disney Company dated 29 September, 2004 and fromCaisse des Dépôts et Consignations dated 20 September, 2004 formally acceptingsuch amendments and (ii) of the letters from BNP Paribas and Calyon, in theircapacity as Phase IA Banks Agent, IA Partners Agent, Phase IB Banks Agent andPhase IB Lenders Agent relating to the approval by the Phase IA Banks, the IAPartners, the Phase IB Banks and the Phase IB Lenders, representative of theagreement of all parties to the Memorandum of Agreement as so amended, theprovisions of which bind each of them.

 

Any referenceto the Memorandum of Agreement dated 8 June, 2004 shall be construed as a referenceto the Memorandum of Agreement as so amended.

 

All thedocuments referred to above are attached to this letter.

 

Capitalisedterms used in this letter have the meaning attributed thereto in the Memorandumof Agreement.

 

Made inParis, on 30 September, 2004in 8 original counterparts

 
| **Euro  Disney S.C.A**      |       |
|-----------------------------|------------|
| ** **                  | ** ** |
| ** **                  | ** ** |
| ** **                  | ** ** |
| by Jeffrey  R. Speed        |       |
|                        |       |
|                        |       |
|                        |       |
| **Euro  Disneyland S.N.C.** |       |
| ** **                  |       |
| ** **                  |       |
| ** **                  |       |
| by Dominique  Le Bourhis    |       |

 

50

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| **EDL  Hôtels S.C.A.**                   |   |
|-----------------------------------------------|--------|
| ** **                                    |   |
| ** **                                    |   |
| ** **                                    |   |
| by Jeffrey  R. Speed                          |   |
|                                          |   |
|                                          |   |
|                                          |   |
| **Hôtel  New York Associés S.N.C.** |   |
| ** **                                    |   |
| ** **                                    |   |
| ** **                                    |   |
| by Dominique  Le Bourhis                      |   |
|                                          |   |
|                                          |   |
|                                          |   |
| **Newport  Bay Club Associés S.N.C.**    |   |
| ** **                                    |   |
| ** **                                    |   |
| ** **                                    |   |
| by Dominique  Le Bourhis                      |   |
|                                          |   |
|                                          |   |
|                                          |   |
| **Sequoia  Lodge Associés S.N.C.**       |   |
| ** **                                    |   |
| ** **                                    |   |
| ** **                                    |   |
| by Dominique Le Bourhis                       |   |
|                                          |   |
|                                          |   |
|                                          |   |
| **Cheyenne  Hôtel Associés S.N.C.** |   |
| ** **                                    |   |
| ** **                                    |   |
| ** **                                    |   |
| by Dominique Le Bourhis                       |   |
|                                          |   |
|                                          |   |
|                                          |   |
| **Hôtel  Santa Fe Associés S.N.C.** |   |
| ** **                                    |   |
| ** **                                    |   |
| ** **                                    |   |
| by Dominique Le Bourhis                       |   |

 

51

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| **Centre  de Divertissements Associés S.N.C.**                                                                                               |       |
|---------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                                                                                                        |       |
| ** **                                                                                                                                        |       |
| ** **                                                                                                                                        |       |
| by Dominique  Le Bourhis                                                                                                                          |       |
|                                                                                                                                              |       |
|                                                                                                                                              |       |
|                                                                                                                                              |       |
| **The  Walt Disney Company**                                                                                                                      |       |
| ** **                                                                                                                                        |       |
| ** **                                                                                                                                        |       |
| ** **                                                                                                                                        |       |
| by                                                                                                                                                |       |
|                                                                                                                                              |       |
|                                                                                                                                              |       |
| **Caisse  des Dépôts et Consignations**                                                                                                 |       |
| ** **                                                                                                                                        |       |
| ** **                                                                                                                                        |       |
| ** **                                                                                                                                        |       |
| by                                                                                                                                                |       |
| ** **                                                                                                                                        | ** ** |
| ** **                                                                                                                                        | ** ** |
| **BNP  Paribas**                                                                                                                                  |       |
| ** **                                                                                                                                        |       |
| ** **                                                                                                                                        |       |
| ** **                                                                                                                                        |       |
| acting in  its capacity as Agent for and on behalf  of the Phase IA Banks listed in Annex 1 hereto  by Christophe Rousseau and Martine Aubert     |       |
|                                                                                                                                              |       |
|                                                                                                                                              |       |
| **CALYON**                                                                                                                                        |       |
| ** **                                                                                                                                        |       |
| ** **                                                                                                                                        |       |
| ** **                                                                                                                                        |       |
| acting in  its capacity as Agent for and on behalf  of the Phase IB Banks, the Phase IB Lenders  and the IA Partners listed in Annex 1 hereto  by |       |

 

52

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**ANNEX 1**

 

**Listof Banks and Lenders**

 
| **Phase IA  Banks**            |
|-------------------------------------|
| ** **                          |
| BANCO  SANTANDER HISPANO            |
|                                |
| BANK OF  SCOTLAND                   |
|                                |
| BANQUE  FEDERATIVE DU CREDIT MUTUEL |
|                                |
| BAYERISCHE  HYPO- UND VEREINSBANK   |
|                                |
| BANK OF  AMERICA                    |
|                                |
| BNP PARIBAS                         |
|                                |
| BRED                                |
|                                |
| CALYON                              |
|                                |
| CIC                                 |
|                                |
| CITIBANK  N.A.                      |
|                                |
| CREDIT AGRICOLE SA                  |
|                                |
| CREDIT FONCIER DE FRANCE            |
|                                |
| CSFB                                |
|                                |
| DEUTSCHE  BANK                      |
|                                |
| DRESDNER  BANK                      |
|                                |
| GOLDMAN  SACHS PARIS INC            |
|                                |
| ING BANK NV  AMSTERDAM              |
|                                |
| JP MORGAN  CHASE                    |
|                                |
| NATEXIS BANQUES POPULAIRES          |
|                                |
| SCOTIABANK                          |

 

53

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| **IA  Partners**                                               |
|----------------------------------------------------------------|
| ** **                                                     |
| AXA BANQUE                                                     |
|                                                           |
| BANQUE HERVET                                                  |
|                                                           |
| BANQUE NSMD                                                    |
|                                                           |
| BNP PARIBAS                                                    |
|                                                           |
| BRED                                                           |
|                                                           |
| CAISSE REGIONALE DU CREDIT AGRICOLE MUTUEL DE LA BRIE          |
|                                                           |
| CAISSE REGIONALE DU CREDIT AGRICOLE MUTUEL PARIS ILE DE FRANCE |
|                                                           |
| CALYON                                                         |
|                                                           |
| CREDIT AGRICOLE SA                                             |
|                                                           |
| CASDEN BANQUES POPULAIRES                                      |
|                                                           |
| CREDIT INDUSTRIEL ET COMMERCIAL                                |
|                                                           |
| COMPAGNIE FINANCIERE DE ROTHSCHILD                             |
|                                                           |
| CREDIT FONCIER DE FRANCE                                       |
|                                                           |
| CREDIT LOCAL DE FRANCE (DEXIA)                                 |
|                                                           |
| FORTIS                                                         |
|                                                           |
| EURODISNEYLAND PARTICIPATIONS                                  |
|                                                           |
| KODAK PATHE                                                    |
|                                                           |
| NATEXIS BANQUES POPULAIRES                                     |
|                                                           |
| SOCIETE DU LOUVRE                                              |
|                                                           |
| SOFINCO                                                        |

 

54

----

 
| **Phase  IB Banks**                |
|------------------------------------|
| ** **                         |
| BANCO DE SABADELL                  |
|                               |
| BANCO  SANTANDER CENTRAL HISPANO   |
|                               |
| BANK OF  AMERICA                   |
|                               |
| BANQUE FEDERATIVE DU CREDIT MUTUEL |
|                               |
| BANQUE SAN PAOLO                   |
|                               |
| BARCLAYS                           |
|                               |
| BNP PARIBAS                        |
|                               |
| CAISSE D’EPARGNE DE PARIS     |
|                               |
| CALYON                             |
|                               |
| CREDIT INDUSTRIEL ET COMMERCIAL    |
|                               |
| CITIBANK                           |
|                               |
| CREDIT  SUISSE FIRST BOSTON        |
|                               |
| DEUTSCHE  BANK                     |
|                               |
| DRESDNER                           |
|                               |
| GOLDMAN  SACHS                     |
|                               |
| HYPOVEREINSBANK                    |
|                               |
| MERRIL LYNCH                       |
|                               |
| MORGAN  STANLEY                    |
|                               |
| NATEXIS BANQUES POPULAIRES         |
|                               |
| YASUDA TRUST  (MIZUHO)             |

 

55

----

 
| **Phase  IB Lenders**                                              |
|--------------------------------------------------------------------|
| ** **                                                         |
| AXA BANQUE                                                         |
|                                                               |
| BNP PARIBAS                                                        |
|                                                               |
| CAISSE REGIONAL DU CREDIT AGRICOLE MUTUEL DE L’UNION NORD EST |
|                                                               |
| CAISSE REGIONALE DU CREDIT AGRICOLE MUTUEL DE CHAMPAGNE BOURGOGNE  |
|                                                               |
| CAISSE REGIONALE DU CREDIT AGRICOLE MUTUEL DE LA BRIE              |
|                                                               |
| CALYON                                                             |
|                                                               |
| CREDIT AGRICOLE SA                                                 |
|                                                               |
| CASDEN BANQUES POPULAIRES                                          |
|                                                               |
| CREDIT FONCIER DE FRANCE                                           |
|                                                               |
| CREDIT LOCAL DE FRANCE (DEXIA)                                     |
|                                                               |
| FORTIS                                                             |
|                                                               |
| J.P. MORGAN                                                        |
|                                                               |
| NATEXIS BANQUES POPULAIRES                                         |
|                                                               |
| SOCIETE DU LOUVRE                                                  |
|                                                               |
| SOFINCO                                                            |

 

56

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