**Exhibit 4.13 (a)**

 

***English translation forinformation only***

** **

**EURO DISNEYLAND ENFRANCE – PHASE IA**

** **

**1 December 2004**

 

**Amendment and RestatementAgreement – Phase IA**

**Advances**Partners’ Advances Agreement dated 26 April,1989

 

**Between**Euro DisneylandParticipations S.A.CALYONBNP PARIBAS BRED Banque PopulaireCasden – Banques Populaires Crédit Agricole SACaisse Régionale de Crédit Agricole Mutuel d’Ile de FranceCaisse Régionale de Crédit Agricole Mutuel de la BrieDexia Crédit LocalNatexis Banques PopulairesKodak PathéSociété du LouvreSofincoAxa BanqueABN AMRO BankFortis Banque FranceCrédit Foncier de FranceBanque HervetCompagnie Financière de RothschildSociété Nancéenne Varin Bernier

 

**And**Euro Disneyland S.N.C.

 

**Agent**CALYON

 

*Legal advisers to the Agent*

 

**Slaughter and May**112, avenue Kléber75116 Paris

 

*Legal advisers to the Borrowers*

**Freshfields Bruckhaus Deringer**

2 - 4, rue Paul Cézanne

75008 Paris

 

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**Contents**

 
| 1.     | DEFINITIONS                                |   |
|--------|--------------------------------------------|--------|
|   |                                       |   |
| 2.     | AMENDMENT  AND RESTATEMENT OF THE CONTRACT |   |
|   |                                       |   |
| 3.     | CONDITIONS  PRECEDENT                      |   |
|   |                                       |   |
| 4.     | REPRESENTATIONS  AND WARRANTIES            |   |
|   |                                       |   |
| 5.     | UNDERTAKINGS                               |   |
|   |                                       |   |
| 6.     | EFFECTIVE DATE                             |   |
|   |                                       |   |
| 7.     | TERMINATION                                |   |
|   |                                       |   |
| 8.     | AGENT                                      |   |
|   |                                       |   |
| 9.     | COSTS AND EXPENSES                         |   |
|   |                                       |   |
| 10.    | NO NOVATION                                |   |
|   |                                       |   |
| 11.    | SEVERABILITY OF  PROVISIONS                |   |
|   |                                       |   |
| 12.    | LANGUAGE                                   |   |
|   |                                       |   |
| 13.    | GOVERNING LAW                              |   |
|   |                                       |   |
| 14.    | JURISDICTION                               |   |

 

2

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**BETWEEN:**

 

1.                                       **ABN AMRO,**whoseregistered office is at 3 Avenue Hoche, 75008 PARIS,

 

2.                                       **AXA BANQUE,**whoseregistered office is at 33 rue Cambon, 75001 PARIS,

 

3.                                       **BANQUE HERVET,**whoseregistered office is at 1 Place de la Préfecture, 18000 BOURGES,

 

4.                                       **BNP PARIBAS**, whoseregistered office is at 16 Boulevard des Italiens, 75009 PARIS,

 

5.                                       **BRED BANQUE POPULAIRE**,whose registered office is at 5 Avenue du Château, 94300 VINCENNES,

 

6.                                       **CAISSE REGIONALE DE CREDITAGRICOLE MUTUEL DE LA BRIE,**whose registered office is at 24 Avenue du Maréchal Foch, 77100 MEAUX,

 

7.                                       **CAISSE REGIONALE DE CREDITAGRICOLE MUTUEL D’ILE DE FRANCE,**whose registered office is at 26 Quai de la Rapée, 75012 PARIS,

 

8.                                       **CALYON,** whose registered office is at 9 quaidu Président Paul Doumer, 92920 Paris La Défense,

 

9.                                       **CASDEN – BANQUES POPULAIRES,**whose registered office is at 91 Cours des Roches, Noisiel, 77424 MARNE-LA-VALLEE Cedex 02,

 

10.                                 **COMPAGNIE FINANCIERE DE ROTHSCHILD,**whose registered office is at 47 rue du Faubourg Saint-Honoré, 75008 PARIS,

 

11.                                 **CREDIT AGRICOLE SA ,**whoseregistered office is at 91-93 Boulevard Pasteur, 75015 PARIS,

 

12.                                 **CREDIT FONCIER DE FRANCE,**whose registered office is at 19 rue des Capucines, 75001 PARIS,

 

13.                                 **DEXIA CREDIT LOCAL**,whose registered office is at 7-11 Quai André Citroën, B.P. 1002, 75901 PARISCedex 15,

 

14.                                 **EURO DISNEYLAND PARTICIPATIONS S.A.S.,**whose registered office is at Immeubles Administratifs, RouteNationale 34, 77700 Chessy,

 

15.                                 **FORTIS BANQUE**, whoseregistered office is at 29, quai de Dion Bouton 92800 Puteaux,

 

16.                                 **KODAK PATHE,**whoseregistered office is at 26, rue Villiot, 75012 PARIS,

 

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17.                                 **NATEXIS BANQUES POPULAIRES**, whose registered office is at 45 rue Saint-Dominique, 75007 PARIS,

 

18.                                 **SOCIETE DU LOUVRE,**whoseregistered office is at 58 Boulevard Gouvion-Saint-Cyr, 75017 PARIS,

 

19.                                 **SOCIETE NANCEENNE VARIN BERNIER**, whose registered office is at 4, place André Maginot 54017 Nancy,

 

20.                                 **SOFINCO**, whoseregistered office is at 27 rue de la Ville l’Evêque, 75008 PARIS,

 

*(hereinafter referred to togetheras the “Partners” and, individually, a “Partner”)*

 

**TOGETHER,OF THE FIRST PART**

 

**And**

 

21.                                 **EURO DISNEYLAND S.N.C.**,a French société en nom collectif whose registered office is at ImmeublesAdministratifs, Route Nationale 34, 77700 Chessy,

 

*(hereinafter referred toas the “S.N.C.”)*

 

**OF THE SECOND PART**

 

**And**

 

**CALYON,** whose registered office is at 9 quai du Président Paul Doumer,92920 Paris La Défense, en qualité d’Agent,

 

*(hereinafter referred toas the “Agent”)*

** **

**OF THE THIRD PART**

 

4

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**WHEREAS:**

 

(A)                             Pursuant to a partners’ advances agreement dated 26 April, 1989 (the“**Agreement**”) the Partners have made longterm advances to the S.N.C. in a maximum principal amount of 2 billion Frenchfrancs, for the purposes of financing the development of Phase IA.

 

(B)                               Since that date, (i) certain amendments (the “**Amendments**”)have been made to the Contract by an amendment agreement dated 10 August, 1994,and (ii) the Partners have become parties to the subordination agreementbetween Euro Disney S.C.A., the senior creditors and the CDC dated 19 October 1999.

 

(C)                               The Euro Disney Group having encountered fresh financialdifficulties, a memorandum of agreement signed on 8th June 2004, betweenEuro Disney S.C.A., EDL Hôtels, Euro Disneyland S.N.C., S.N.C. Hotel Companies,TWDC, CDC, as well as the Phase IA Banks, the Phase IA Partners, the Phase IBBanks and the Phase IB Lenders, represented by their respective agents BNPPARIBAS or CALYON, and approved by the steering committee (subsequently amendedfollowing the letter from Euro Disney S.C.A to the Creditors, dated 20 September 2004)set out the measures necessary with a view to restoring the financial balanceof the Euro Disney Group; the memorandum of agreement, as amended was acceptedby a letter signed by all parties on 30th September, 2004 (the “**Memorandum of Agreement”**).

 

(D)                              The Memorandum of Agreement provided for a certain number ofmeasures, including an increase in the share capital of Euro Disney S.C.A. anda reorganisation of the Euro Disney Group, consisting of the conversion of EuroDisney Associés S.N.C. into a *société en commandite paractions*and the transfer by Euro Disney S.C.A. of all orsubstantially all of its assets and liabilities to Euro Disney Associés S.C.A.,the latter thereby becoming the operator of Disneyland Resort, Paris.

 

(E)                                As a consequence of the signature of the Memorandum of Agreement andin order to assist its implementation, a certain number of amendments arerequired to be made to the Agreement; in addition, the parties wish, for the sakeof convenience, to produce a consolidated version of the Agreement containingthe Amendments, and secondly, to exclude from the text of the Agreement allhistorical provisions which have become unnecessary, to update certain obsoletereferences,

 

(F)                                The aim of this Contract is therefore to insert the Amendments intothe Agreement, to amend the Agreement in accordance with paragraph (E) aboveand to restate the Agreement’s unamended provisions.

 

5

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**NOW, THEREFORE, IT IS HEREBYAGREED as follows:**

 

# **1.**                                     DEFINITIONS

# ** **

For theapplication of the Agreement and its Schedules, except where the contextotherwise requires, the terms defined in the Contract, the Common Agreement orin the “Covenants” (as the Contract, the Common Agreement or the CommonCovenants have been modified at the date hereof) have the same meaning as isgiven to them therein, and, with the exception of the terms defined in theparties and the recitals or, as applicable, as defined in the Phase IA CreditAmendment and Restatement Agreement, the following terms have the followingmeanings :

 

“**Amended and Restated Agreement**” means the Agreement asamended and restated pursuant to the provisions of Clause 2 (*Amendments and Restatement of the Agreement*), the text ofwhich is set out in Schedule 2

 

“**Common Agreement**” means the agreement dated to August 1994between Euro Disney S.C.A., acting for itself and for the account of itssubsidiaries listed in the annex thereto, EDL Hotels S.C.A., acting for itselfand for the account of its subsidiaries listed in the annex thereto, EuroDisneyland S.N.C., the S.N.C. Hotel Companies, the Phase IA Banks, CDC, thePhase IA Partners, the Phase IB Banks, the Phase IB Lenders and CDC.

 

“**Common Agreement Amendment and Restatement**” means theagreement dated 1 December 2004 amending and restating the CommonAgreement.

 

“**Completion of Share Capital Increase**” means in connectionwith one of the actions agreed in the Memorandum of Agreement that the newshares of Euro Disney S.C.A. have been subscribed for, fully paid up in cashand issued, for a gross minimum amount of € 250,000,000, and that the netproduct has been paid to Euro Disney S.C.A.

 

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

 

“**Contract**” means this contract, including its Schedules.

 

“**Contract Date**” means the date of the signature of thiscontract.

 

“**Contribution**” means the contribution by Euro Disney to EuroDisney Associés as described in the Contribution Agreement.

 

“**Contribution Agreement**” means the contribution agreementbetween Euro Disney Associés S.C.A and Euro Disney S.C.A dated 30th September 2004,as amended on 8th November, 2004, as it shall be approved by theextraordinary shareholders’ meetings of each such company.

 

“**Phase IA Credit Amendment and Restatement Agreement**” meansthe agreement dated 1 December 2004 amending and restating the Phase IACredit Agreement.”

 

6

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“**Restatement Date**” means the date on which all the conditionsprecedent specified in Article 3 (*conditions precedent*)and which are not waived by the Agent shall be satisfied.

 

“**Restructuring Commission**” means the commission which EuroDisney S.C.A. has undertaken to pay to the Partners in relation to therestructuring, pursuant to the provisions of Clause 7.2.1 (*Commission*)of the Memorandum of Agreement.

 

“**Steering Committee**” means the working group representing thecreditors of the Senior Debt (other than CDC), set up in connection with thefinancial restructuring of the Euro Disney Group.

 

# **2.**                                     AMENDMENT ANDRESTATEMENT OF THE CONTRACT

# ** **

The partieshereby agree:

 

(A)                              to produce a consolidated version of the Agreement including theAmendments; and

 

(B)                                to amend such consolidated version so as to:

 

(1)                                 remove from the text any obsolete provision, and update certainout-of-date references; and

 

(2)                                 to implement the Memorandum of Understanding; and

 

(C)                                to restate on the Restatement Date the remaining terms of theAgreement which have not been amended,

 

all ofwhich upon the terms of the Amended and Restated Agreement.

 

# **3.**                                     CONDITIONS PRECEDENT

# ** **

The entry intoforce of this Contract is subject (to the extent set out in Clause 5 (*Effective Date*) to the receipt by the Agent of the followingdocuments and payments and to confirmation by the Agent that these documentsand payments are in all respects satisfactory, provided that the Lenders’ Agentshall have the discretion, acting on the instruction of the Partners, to waiveany of the following conditions:

 

### (A)                              On 1 December 2004 at the latest:

###  

### 1)              paymentor re-imbursement of: (i) the amount payable by way of RestructuringCommission, and (ii) all other sums payable by way of commission and referredto in clause 12.6 of the Agreement;

###  

### (2)          a copysigned by all the parties or a copy certified as being conform, complete and upto date of the following documents :

 

7

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a)              documentsreferred to in clause (A) (2) excluding paragraphs (s) and (t) of Clause 6 (*Conditions precedent*) of the Phase IA Credit Amendment andRestatement Agreement;

 

b)             PhaseIA Credit Amendment and Restatement Agreement;

 

c)              Legalopinions of Freshfields Bruckhaus Deringer, advisers to the Borrowers as toFrench law, of Cleary Gottlieb Steen and Hamilton, special counsel to TWDC,Disney Enterprises Inc., Euro Disney Investments Inc., EDL SNC Corporation,Euro Disney Investments SAS, EDL Corporation SAS and Euro Disney Associés S.CA.(previously Euro Disney Associés S.N.C.) as to New York and Delaware law andFrench law, substantially in the form contained in Schedule 3, of De BrauwBlackstone Westbroek, advisers to the Agent as to Dutch law and Slaughter andMay as advisers to the Agent as to French law.

 

(3)      satisfactionof the conditions precedent to the entry into force (subject only to theprovisions subject to the realisation of the conditions precedent at the Sharecapital Increase Completion Date) of:

 

(a)                          Phase IA Credit Amendment and Restatement Agreement

 

(b)                         Phase IB Credit Amendment and Restatement Agreement

 

(c)                          Phase IA Advances Amendment and Restatement Agreement

 

(d)                         Common Agreement Amendment and Restatement

 

(e)                          amended and restated agreement relating to the granting of ordinaryloans referred to in the second part of the definition of CDC AgreementRelating to the Granting of Ordinary Loans

 

(f)                            amended and restated agreement relating to the granting ofparticipating loans referred to in the second part of the definition of CDCAgreement Relating to the Granting of Participating Loans

 

(g)                         amended and restated Loan agreements (tranches A, B, C and D)referred to in (a) of the definition of CDC Second Park Agreements

 

(h)                         amended and restated subordination agreement referred to in thesecond part of (c) of the definition of CDC Second Park Agreements;

 

(B)                                no later than the Share Capital Increase Completion Date:

 

(1)                             a copy signed by all parties or a copy certified to be true completeand up to date, of the documents referred to in clause (B)(2) of clause 6 (*Conditions Precedent)*of the Phase IA Credit Amendment andRestatement Agreement;

 

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(2)                           Certificate from the SNC :

 

(i)                                Indicating the names of all the persons authorised, as at the dateof such certificate, to act in its name and on its behalf in connection withthe Agreement and the Common Agreement, specifying the extent of theirauthority and attaching a specimen of their respective signatures;

 

(ii)                             Declaring and warranting that at the Date of the Agreement (i) theSNC has not signed, nor envisages signing, any document other than thosereferred to in the Agreement, (ii) all the representations and warranties givenunder paragraph (A) of Clause 4 (*Representations andwarranties*) are correct;

 

(3)                      Certificate from Euro Disney SCA certifying that the documentslisted in Clause 6 (A) (2) excluding paragraphs (s) and (t) and in clause(B)(2) paragraphs (a), (c), (g) and (h) to (l) of Clause 6 (*Conditions precedent*) of the Phase IA Credit Amendment andRestatement Agreement have been signed and are in force;

 

(4)                      Satisfaction of all the conditions to the entry in force of all theprovisions of the following agreements:

 

(a)                                       Phase IA Credit Amendment and Restatement Agreement;

 

(b)                                      Phase IB Credit Amendment and Restatement Agreement;

 

(c)                                       Phase IA Advances Amendment and Restatement Agreement;

 

(d)                                      Common Agreement Amendment and Restatement;

 

(e)                                       amended and restated agreement relating to the granting of ordinaryloans referred to in the second part of the definition of CDC AgreementsRelating to the Granting of Ordinary Loans

 

(f)                                         amended and restated agreement relating to the granting ofparticipating loans referred to in the second part of the definition of CDCAgreements Relating to the Granting of Participating Loans;

 

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(g)                                      amended and restated loan agreements (tranches A, B, C and D)referred to in (a) of the definition of CDC Second Park Loan Agreements;

 

(h)                                      amended and restated subordination agreement referred to in thesecond part of (c) of the definition of CDC Second Park Agreements.

 

(5)          satisfactionof the conditions precedent referred to in paragraph (B)(6) of clause 6 (*Conditions Precedent*) of the Phase IA Credit Amendment andRestatement Agreement;

 

(6)          Certificate from Euro DisneyAssociés S.C.A. confirming that the Contribution is in full force and effectand guaranteeing that (i) all the formalities relating to the Contribution havebeen carried out, (ii) Euro Disney Associés S.C.A. has good title to all the rightsand obligations transferred in accordance with the Contribution Agreement, and(iii) there are no assets and liabilities of Euro Disney S.C.A., other thanthose excluded by the Contribution Agreement, which have not been transferredto Euro Disney Associés S.C.A..

 

TheAgent is authorised to deliver to CDC, BNP PARIBAS and CALYON as agents for thePhase IA Banks, the Phase IB Banks and the Phase IB Lenders, a copy of any ofthe above documents.

 

# **4.**                                     REPRESENTATIONS ANDWARRANTIES

# ** **

The S.N.C.represents and warrants to the Agent and the Partners that as at the ContractDate:

 

### (A)                              the entering into and the performance by it of its obligations underthe agreements and documents referred to in Clause 3 (*ConditionsPrecedent*), to which it a party:

###  

(1)                                 are in all respects within its legal capacity as a company and havebeen duly authorised and all necessary action in this respect has been taken orwill be taken at the latest by (i) the Completion of Share Capital IncreaseDate in relation to the documents which the Memorandum of Agreement provideswill enter into force on that date and (ii) the Effective Date in relation toall other documents;

 

(2)                                 do not in any respect violate any applicable law;

 

(3)                                 do not in any respect violate its *statuts*;and

 

(4)                                 will not in any respect constitute a default under the MasterAgreement, or under any agreement to which it or Phase IA assets are subject;

 

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### (B)                                all authorisations required to enable it to enter into and performits obligations under any of the documents referred to in sub-clause (A) abovehave been granted or obtained, or will have been granted or obtained, at thelatest by (i) the Completion of Share Capital Increase Date in relation to thedocuments which the Memorandum of Agreement provides will enter into force onthat date and (ii) the Effective Date (as defined in the Memorandum ofAgreement) in relation to all other documents;

###  

### (C)                                each of the agreements referred to in clause 3 (*ConditionsPrecedent*) above, once in full force and effect, will constitutelegally valid and binding obligations in accordance with their terms;

###  

### (D)                               there are no proceedings pending before any court, arbitrator,tribunal, administrative or governmental authority or other body havingauthority over it and, to its knowledge, no judgement or award has been givenor made by, any court, arbitrator, tribunal, administrative or governmentalauthority or other body having authority over it which, in either case, wouldbe likely to have a material adverse effect on its ability to perform itsobligations under any agreement listed in Clause 3 (*ConditionsPrecedent*) or its financial condition;

###  

### (E)                                 no guarantee, security (*cautionnement*)or any security given to secure the obligations of persons other thanthemselves exists, except for those provided in the Agreement, the CommonAgreement or documents listed in Clause 3 (*Conditions Precedent*).

###  

# **5.**                                     UNDERTAKINGS

# ** **

The Borrower undertakes to supply to theAgent no later than 15 December 2004 the following documents:

 

A.           A copycertified as conform, complete and up to date by an authorised representativeof the relevant company, of the following documents:

 

1)              By-lawsof the SNC;

 

2)              Minutesof the proceedings (if any) of the competent bodies of the SNC authorising (i)the signing of the Agreement and the Common Agreement Amendment and Restatementand any other agreement or document requiring the signature of the SNC inaccordance thereof and (ii) the implementation of the provisions of thefinancial and legal restructuring as provided for in the Memorandum ofAgreement;

 

B.             *ExtraitsK bis*delivered by the secretariat of the relevantcommercial court relating to the SNC.

 

# **6.**                                     EFFECTIVE DATE

# ** **

(A)                             The provisions of this Contract, other than those in Clause 2 (*Amendment and Restatement of the Agreement*) will enter intoforce on the date on which all the conditions precedent set out in Clause 3 (*Conditions Precedent)*have been satisfied.

 

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(B)                               The provisions of Clause 2 (*Amendment and Restatementof the Agreement*) will enter into force subject to all theconditions precedents referred to Clause 3 (*Conditions Precedent)*havingbeen satisfied.

 

# **7.**                                     TERMINATION

# ** **

(A)                             In the event that the Completion of Share Capital Increase orcompletion of the Contribution has not taken place by 31 March 2005, andif, at the end of the consultation procedure provided for in paragraph (a) ofclause 7.7 (*Termination*) of the Memorandum ofAgreement, certain provisions of the Memorandum of Agreement have beenterminated in accordance with paragraph (b) of Clause 7.7 (*Termination*),this Contract will be terminated.

 

Thetermination of this Contract will take effect from the date on which thetermination of such provisions of the Memorandum of Agreement referred to abovetakes effect.

 

(B)                               In the event that the conditions precedent set out in Clause (A) ofClause 3 (*Conditions Precedent)* are not satisfiedbefore 1 December 2004, the Agent, acting on the instructions of thePartners, shall have the right to terminate this Contract.

 

# **8.**                                     AGENT

# ** **

Each Partnerseverally represents and warrants to the Agent and to the members of theSteering Committee, that it has made its own investigations, without reying onthe Agent or the Steering Committee into the financial situation and activitiesof the SNC and into the Phase IA assets and the Project; furthermore each Bankrepresents and warrants that it has not relied upon any opinion given by theAgent or the Steering Committee in relation to the Contract, its Schedules, theCommon Agreement Amendment and Restatement and its schedules, the othercontracts, consents and documents listed in Clause 3 (*Conditionsprecedent*), and all other documents, agreements or consents signedor entered into by reason of the signature of the Contract or the Memorandum ofAgreement.

 

# **9.**                                     COSTS AND EXPENSES

# ** **

The S.N.C.undertakes to reimburse all costs and expenses incurred by the Agent inaccordance with the provisions of Clause 7.2.2 (*Costs*)of the Memorandum of Agreement.

 

# **10.**                              NO NOVATION

# ** **

Clauses of theAgreement which are not expressly amended by the terms of this Contract shallremain unchanged.  The Contract will noteffect a novation in respect of the indebtedness arising under the Agreement.

 

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# **11.**                              SEVERABILITY OF PROVISIONS

# ** **

Theinvalidity, illegality or unenforceability of any provision of this Agreementin any relevant jurisdiction shall not affect the validity, legality orenforceability of that provision in any other jurisdiction or any otherprovision of this Agreement, the Contract or the Amended and Restated Contract.

 

# **12.**                              LANGUAGE

# ** **

This Contracthas been drawn up and executed in the French language and the French text shallprevail in the event of any discrepancy between such text and any versionthereof which may exist in another language.

 

# **13.**                              GOVERNINGLAW

# ** **

This Contractshall be governed by and interpreted in accordance with the laws of France.

 

# **14.**                              JURISDICTION

# ** **

Any disputebetween the parties arising from this Contract, including, without limitation,disputes relating to the validity or the interpretation thereof, or theperformance by any party of its obligations thereunder shall be submitted tothe exclusive jurisdiction of the Tribunal de Commerce de Paris.

 

Signed in Paris

 

On 1 December 2004

 

In 3 original copies

 
| **Euro Disneyland S.N.C.**                                                                                                                                                                 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                                                                 |
| ** **                                                                                                                                                                                 |
| ** **                                                                                                                                                                                 | ** ** |
|  By :                                                                                                                                                                            | Dominique Le Bourhis |   |
|                                                                                                                                                                                       |   |
|                                                                                                                                                                                       |
|                                                                                                                                                                                       |
| **CALYON**                                                                                                                                                                                 |
|                                                                                                                                                                                       |
|                                                                                                                                                                                       |
|                                                                                                                                                                                       |   |
| Acting in its capacity as Agent in the  name and for the account of the Partners, the names of which are set out in Schedule 1,  by:  Michel Anastassiades and Jean-Hervé Cariou |   |
|                                                                                                                                                                                            |  |  |

 

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**SCHEDULE 1**

** **

**Partners**

** **

| **BANK**                                                  |
|-----------------------------------------------------------|
| **AXA BANQUE**                                            |
| 137 rue Victor Hugo                                       |
| 92687 Levallois Cedex                                     |
| Tel : 33 1 55 62 83 70                                    |
| Fax : 33 1 55 62 81 22                                    |
| Attention: Robert SENEMAUD                                |
|                                                      |
| **ABN AMRO BANK**                                         |
| 3 Avenue Hoche                                            |
| 75008 Paris                                               |
| Tel : 33 1 56 21 99 56                                    |
| Fax : 33 1 56 87 75 40                                    |
| Attention:  Dominique Laurier / Claudie Chevreul          |
|                                                      |
| **BANQUE  HERVET**                                        |
| 184 avenue  Frédéric et Irène Joliot-Curie |
| TSA 50003 - 92729  Nanterre Cedex                         |
| Tel : 33 1 57 66  52 54                                   |
| Fax : 33 1 57 66  54 16                                   |
| Attention: Jean  MESSINESI                                |
|                                                      |
| **BNP  PARIBAS**                                          |
| 37, Place du  Marché St Honoré                  |
| 75001 Paris                                               |
| Tel : 33 1 43 16  91 92 / 33 1 43 16 91 96                |
| Fax : 33 1 43 16  90 47                                   |
| Attention:  Martine Aubert / Olivier Jean                 |
|                                                      |
| **BRED**                                                  |
| 18 quai de la  Rapée                                 |
| 75012 Paris                                               |
| Tel : 33 1 40 04  75 58 / 33 1 40 04 74 06                |
| Fax : 33 1 40 04  71 37                                   |
| Attention:  Frédérique Berthod / Daniel Roux    |
|                                                      |
| **CALYON**                                                |
| 9 Quai du  Président Paul Doumer                     |
| 92920 Paris La  Défense Cedex                        |
| Tel : 33 1 41 89                                          |
| Fax : 33 1 41 89  18 92                                   |
| Attention: Jean-Hervé  CARIOU                        |
|                                                      |
| **CASDEN  BANQUES POPULAIRES**                            |
| 91 Cours des  Roches                                      |
| 77186 Noisiel                                             |
| Tel : 33 1 64 80  32 74                                   |
| Fax : 33 1 64 62  22 88                                   |
| Attention:  Patrick Sebert                                |
|                                                      |
| **CIE  FINANCIERE DE ROTHSCHILD**                         |
| 47, rue du  Faubourg St Honoré                       |
| 75008 Paris                                               |
| Tel : 33 1 40 17 25 25                                    |
| Fax : 33 1 40 17 31 10                                    |
| Attention: Eric Popard                                    |

 

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| **BANK**                                              |
|-------------------------------------------------------|
| **CRCA  BRIE**                                        |
| 24 Avenue du  Maréchal Foch                      |
| BP 205                                                |
| 77101 Meax Cedex                                      |
| Tel : 33 1 65 25  94 68 / 33 1 60 25 94 02            |
| Fax : 33 1 60 25 96  68                               |
| Attention: Agnès  Coulombe / Monique Milville    |
|                                                  |
| **CRCA  ILE DE FRANCE**                               |
| 26, quai de la  Rapée                            |
| 75012 Paris                                           |
| Tel : 33 1 44 73  31 62 / 33 1 44 73 26 37            |
| Fax : 33 1 44 73  15 02 / 33 1 44 73 15 86            |
| Attention:  Ghislaine Soleilhet / Olivier Rabaux      |
|                                                  |
| **CREDIT  AGRICOLE SA**                               |
| C/O CALYON                                            |
| 9 Quai du  Président Paul Doumer                 |
| 92920 Paris La  Défense Cedex                    |
| Tel : 33 1 41 89  00 00                               |
| Fax : 33 1 41 89  18 92                               |
| Attention: Jean-Hervé  CARIOU / Patrick Savignac |
|                                                  |
| **CREDIT  FONCIER DE FRANCE**                         |
| Direction des  Engagements                            |
| 4 quai de Bercy                                       |
| 94224 Charenton  Cedex                                |
| Tel : 33 1 57 44  99 94 / 33 1 57 44 89 92            |
| Fax : 33 1 57 44  79 44                               |
| Attention:  Phlippe Lestang / Maurice Boukobza        |
|                                                  |
| **DEXIA CREDIT LOCAL**                                |
| 76 rue de la  Victoire                                |
| 75320 Paris Cedex  09                                 |
| Tel : 33 1 43 92  73 23                               |
| Fax : 33 1 43 92  74 00                               |
| Attention:  Nathalie DERUE                            |
|                                                  |
| **EURO  DISNEYLAND PARTICIPATIONS S.A.S**             |
| Immeubles  Administartifs                             |
| Route Nationale  34                                   |
| 77000 Chessy                                          |
| Tel : 33 1 64 74  59 45                               |
| Fax : 33 1 64 74  56 36                               |
| Attention:  Dominique Le Bourhis                      |
|                                                  |
| **FORTIS  BANQUE FRANCE**                             |
| 29-30 quai de  Dion Bouton                            |
| 92800 Puteaux                                         |
| Tel : 33 1 55 67  88 20 / 33 1 55 67 79 20            |
| Fax : 33 1 55 67  81 72                               |
| Attention: Henri  de Rochebrune / Angeline Fusil      |
|                                                  |
| **NATEXIS  BANQUES POPULAIRES**                       |
| 45/51 rue St  Dominique                               |
| 75007 Paris                                           |
| Tel : 33 1 58 19  28 42 / 33 1 58 32 30 00            |
| Fax : 33 1 58 19  29 96                               |
| Attention: Régine  Allombert-Blanc / Eric Piette |

 

15

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| **BANK**                                   |
|--------------------------------------------|
| **KODAK  PATHE**                           |
| 26, rue Villiot                            |
| 75594 Paris Cedex  12                      |
| Tel : 33 1 40 01  34 99                    |
| Fax : 33 1 40 01  36 44                    |
| Attention:  Philippe Gillet                |
|                                       |
| **SOCIETE  DU LOUVRE**                     |
| 10 Avenue de  Friedland                    |
| 75008 Paris                                |
| Tel : 33 1 45 64  50 00                    |
| Fax : 33 1 42 89  13 10                    |
| Attention:  Laurent Aymard                 |
|                                       |
| **SOFINCO**                                |
| rue du Bois  Sauvage                       |
| 91038 Evry Cedex                           |
| Tel : 33 1 60 76 35 82 / 33 1 60 76 36  36 |
| Fax : 33 1 60 76  39 02                    |
| Attention:  Christian Leprince             |
|                                       |
| **STE  NANCEENNE VARIN BERNIER**           |
| 4, Place André  Maginot               |
| 54074 Nancy Cedex                          |
| Tel : 33 3 83 34 51 16                     |
| Fax : 33 3 83 34  53 25                    |

** **

**16**

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** **

**SCHEDULE 2**

** **

**Amended and Restated Agreement**

** **

**[See Exhibit 4.13 (b) of the Form20-F]**

 

17

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**SCHEDULE ****3**

 

**Legal Opinions**

** **

**[The following exhibitsonly exist in French and, absent an English translation, have been summarizedas follows:**

 

**(1)****           ****thelegal opinion of Freshfields Bruckhaus Deringer dated December 1, 2004addressed to BNP Paribas in its capacity as agent for the Phase IA Banks and toCALYON in its capacity as agent for the Phase IA Partners, the Phase IB Banksand the Phase IB Lenders concerning the due authorization and valid existenceof certain entities executing various agreements related to the financialrestructuring of the Company; and**

 

**(2)****           ****thelegal opinion of Freshfields Bruckhaus Deringer dated December 1, 2004addressed to BNP Paribas and CALYON as agents to certain lenders concerning thedue authorization and valid existence of certain entities signing certainagreements related to the contribution of nearly all of the assets andliabilities of the Company to Euro Disney Associés S.C.A.]**

 

18

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***English translation forinformation only***

 

 

December 1, 2004

 

 

BNPParibas

E.C.E.P.

Project Finance

37, place du MarchéSt-Honoré

75001 Paris

as Agent underthe

*Contratd’Ouverture de Crédit Multidevises*

dated September 5,1989, as amended

among EuroDisney SCA, Euro Disneyland SNC

and variouslenders represented by BNP Paribas

 

Calyon

9, quai Paul Doumer

92920 Paris La Défense Cedex

as Agent underthe

*Contrat d’Avances d’Associés*

dated April 26,1989, as amended

among EuroDisneyland SNC

and variouslenders represented by Calyon;

*Contratd’Ouverture de Crédit*

dated March 25,1991, as amended

among EDLHôtels SCA, certain SNCs

and variouslenders represented by Calyon; and

*Contrat d’Avances*

dated March 25,1991, as amended

among certainSNCs, EDL Hôtels SCA as guarantor

and variouslenders represented by Calyon.

 

Ladies and Gentlemen:

 

We have actedas special French counsel to The Walt Disney Company (“TWDC”), Euro DisneyInvestments, Inc. (“EDI”), EDL SNC Corporation (“EDS”), Euro Disney InvestmentsSAS (“EDI SAS”), EDL Corporation SAS (“EDS SAS”) and Euro Disney Associés SNC (“EDA”)in connection with (i) the 2004 Standby Revolving Credit Agreement dated September 30,2004 (the “Standby Credit Agreement”) between TWDC and Euro Disney SCA; (ii)two share capital increases of EDA, each in an amount of €192,025,892.32(including share issue premium), subscribed for by EDI and EDS, respectively,by way of set-off against certain receivables; (iii) a share capital reductionof EDA in an amount of €235,541,130.69; (iv) the contribution (*apport*) by EDI and EDS to EDI SAS and EDS SAS, respectively,of their shares (*parts sociales*) in EDA; and (v)the transformation of EDA into a French *société en commandite paractions* (collectively, the “Transactions”).

 

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This opinionis delivered to you pursuant to Section 6(A)(2)(aa) of the *Convention de Modifications et de Réitération – Crédit Phase IA*dated December 1, 2004 among Euro Disney SCA, Euro Disney Associés SCA,Euro Disneyland SNC and various lenders represented by BNP Paribas as Agent; Section 3(A)(2)(c)of the *Convention de Modifications et de Réitération –Avances Phase IA* dated December 1, 2004 among Euro DisneylandSNC and various lenders represented by Calyon as Agent; Section 5(A)(2)(c)of the *Convention de Modifications et de Réitération –Crédit Phase IB* dated December 1, 2004 among EDL Hotels SCA,certain SNCs and various lenders represented by Calyon; and Section 5(A)(2)(c)of the *Convention de Modifications et de Réitération –Avances Phase IB* dated December 1, 2004 among certain SNCs, EDLHotels SCA as guarantor and various lenders represented by Calyon.

 

In arriving atthe opinions expressed below, we have reviewed and relied upon the followingdocuments (the “Documents”):

 

(a)                                  a certified copy of the minutes of the decision of September 29,2004 of the partners of EDA, appointing Mr. Philippe Coen, as *Gérant* of EDA;

 

(b)                                 a certified copy of the *statuts*(by-laws) of EDA, up-to-date as of September 30, 2004 (after the decisionsof September 30, 2004 of the partners of EDA in respect of, among otherthings, two share capital increases and a share capital reduction of EDA andthe approval of EDI SAS and EDS SAS as new partners of EDA);

 

(c)                                  a certified copy of the *statuts*(by-laws) of EDA, up-to-date as of September 30, 2004 (after the decisionsof September 30, 2004 of the sole shareholder of each of EDI SAS and EDSSAS in respect of, among other things, the contribution by EDI and EDS to EDISAS and EDS SAS, respectively, of their shares (*partssociales*) in EDA; and before the transformation of EDA into a *société en commandite par actions*);

 

(d)                                 a certified copy of the *statuts*(by-laws) of EDI SAS, EDS SAS and EDA, up-to-date as of November 30, 2004;

 

(e)                                  an *extrait K-bis* dated November 26,2004 from the *Registre du commerce et des sociétés*of Meaux with respect to each of EDI SAS, EDS SAS and Euro Disney Associés SCA;

 

(f)                                    a certified copy of the statements of account issued by EDA’s *Gérant*, with respect to each of EDI’s and EDS’s receivablesagainst EDA, in the amount of €192,025,892.32 each;

 

(g)                                 a certified copy of the reports issued by PricewaterhouseCoopersAudit dated September 30, 2004 certifying the accuracy of the statementsof account issued by EDA’s *Gérant*, withrespect to each of EDI’s and EDS’s receivables against EDA, in the amount of€192,025,892.32 each;

 

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(h)                                 a certified copy of the minutes of the decisions of September 30,2004 of the partners of EDA in respect of, among other things, the two sharecapital increases of EDA, in an aggregate amount of €384,051,784.64 (includingshare issue premium) subscribed for by EDI and EDS; the share capital reductionof EDA in an amount of €235,541,130.69; and the approval of EDI SAS and EDS SASas new partners of EDA;

 

(i)                                     a certified copy of the Contribution Agreement (*contrat d’apport*)between EDI and EDI SAS, dated September 30, 2004;

 

(j)                                     a certified copy of the report by Dominique Ledouble and Jean-PierreColle, acting as contribution appraisers (*commissaires aux apports*),dated September 22, 2004, relating to the contribution by EDI to EDI SASof its shares (*parts sociales*) in EDA, and therelated certificate of filing of such report dated September 22, 2004 fromthe *Registre du commerce et des sociétés* ofMeaux;

 

(k)                                  a certified copy of the minutes of the decisions of September 30,2004 of the sole shareholder of EDI SAS, in respect of, among other things, thecontribution by EDI to EDI SAS of its shares (*partssociales*) in EDA and the related share capital increase of EDI SAS;

 

(l)                                     a certified copy of the certificate issued by EDA’s *Gérant* dated September 30, 2004 certifying delivery byEDI SAS of the Contribution Agreement at the registered office of EDA;

 

(m)                               a certified copy of the Contribution Agreement (*contrat d’apport*)between EDS and EDS SAS, dated September 30, 2004;

 

(n)                                 a certified copy of the report by Dominique Ledouble and Jean-PierreColle, acting as contribution appraisers (*commissaires aux apports*),dated September 22, 2004, relating to the contribution by EDS to EDS SASof its shares (*parts sociales*) in EDA, and therelated certificate of filing of such report dated September 22, 2004 fromthe *Registre du commerce et des sociétés* ofMeaux;

 

(o)                                 a certified copy of the minutes of the decisions of September 30,2004 of the sole shareholder of EDS SAS, in respect of, among other things, thecontribution by EDS to EDS SAS of its shares (*partssociales*) in EDA and the related share capital increase of EDS SAS;

 

(p)                                 a certified copy of the certificate issued by EDA’s *Gérant* dated September 30, 2004 certifying the deliveryby EDS SAS of the Contribution Agreement at the registered office of EDA;

 

21

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(q)                                 a certified copy of the minutes of the partners’ meeting of September 30,2004 of EDA in respect of, among other things, the transformation of EDA into aFrench *société en commandite par actions*; and

 

(r)                                    a certified copy of the Standby Credit Agreement.

 

The opinionsbelow are given solely on the basis of the laws of the French Republic ascurrently in effect and we have made no investigation of any other laws whichmay be relevant to the Documents, any transaction contemplated therein(including the Transactions) and/or the opinions below.  In addition, the opinions below do not andshall not purport to address any tax aspect or treatment of the Documents orany transactions contemplated therein (including the Transactions) or the taxposition of any of the parties to the Documents.

 

In renderingthe opinions expressed below, we have assumed and not independently verified:

 

(1)                                  theauthenticity of all documents submitted to us as originals and the conformityto the originals of all documents submitted to us as copies;

 

(2)                                  thateach of the parties to each of the Documents (other than EDI SAS and EDS SAS)is and was at the time of the Transactions duly incorporated and validlyexisting and has and had at the time of the Transactions the corporate powerand authority to enter into the Documents to which it is a party;

 

(3)                                  thatthe execution, delivery and performance of each of the Documents by each of theparties thereto (other than EDI SAS and EDS SAS) were duly and validlyauthorized by all necessary corporate action in accordance with any applicablelaws;

 

(4)                                  thateach of the Documents has been duly executed and delivered by all partiesthereto (other than EDI SAS and EDS SAS); and

 

(5)                                  theaccuracy and completeness at all relevant times of the statements of fact(including without limitation representations and warranties to the extent theyrelate to matters of fact) contained in the Documents.

 

Based on the foregoingand subject to the qualifications set forth below, we are of the opinion that:

 

1.                                       OnNovember 26, 2004, each of EDI SAS and EDS SAS was validly existing as aFrench *société par actions simplifiée*.

 

2.                                       OnNovember 26, 2004, EDA was validly existing as a French *société en commandite par actions*.

 

3.                                       OnSeptember, 30, 2004 at 4:30 p.m. (Paris time), the two share capital increasesof EDA each in an amount of €192,025,892.32 (including share issue premium),were duly authorized by all requisite actions of EDA’s corporate bodies and thecorresponding 1,133,176,122 shares (*parts sociales*)of EDA issued to each of EDI and EDS were duly authorized and validly issued.

 

22

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4.                                       OnSeptember, 30, 2004 at 4:30 p.m. (Paris time) and immediately following the twoshare capital increases referred to in paragraph 3 above, the share capitalreduction of EDA in an amount of €235,541,130.69 was duly authorized by allrequisite actions of EDA’s corporate bodies.

 

5.                                       OnSeptember 30, 2004 at 5 p.m. (Paris time), the contribution (*apport*) by EDI to EDI SAS of 366,659,494 shares (*parts sociales*) of EDA was duly authorized by all requisiteactions of EDI SAS’s corporate bodies and the corresponding shares in EDI SASwere duly authorized and validly issued.

 

6.                                       OnSeptember 30, 2004 at 5:15 p.m. (Paris time), the contribution *(apport)*by EDS to EDS SAS of 366,659,494 shares *(parts sociales)*of EDA was duly authorized by all requisiteactions of EDS SAS’s corporate bodies and the corresponding shares in EDS SASwere duly authorized and validly issued.

 

7.                                       OnSeptember 30, 2004 at 6 p.m. (Paris time), the transformation of EDA intoa French *société en commandite par actions* wasduly authorized by all requisite actions of EDA’s corporate bodies.

 

8.                                       TheStandby Credit Agreement constitutes valid and binding obligations of TWDC,enforceable against it in accordance with its terms.

 

The opinions set forth above are subject to thefollowing qualifications:

 

A.                                  In rendering our opinions in paragraphs 1. and 2. above, wehave relied without independent investigation solely on each of the applicablethe *extrait K-bis* referred to in paragraph (e)of the list of documents examined by us, and we express such opinion solely asof the date of such *extrait K-bis*.

 

B.                                    In rendering our opinions in paragraphs 3. and 4. above, wehave relied without independent investigation solely on the documents referredto in paragraphs (a), (f), (g) and (h) of the list of documents examined by us;

 

C.                                    In rendering our opinions in paragraph  5. above, we haverelied without independent investigation solely on the documents referred to inparagraphs (i), (j), (k) and (l) of the list of documents examined by us;

 

D.                                   In rendering our opinions in paragraph 6. above, we have reliedwithout independent investigation solely on the documents referred to inparagraphs (m), (n), (o) and (p) of the list of documents examined by us;

 

23

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E.                                     Withrespect to our opinions in paragraphs 5 and 6 above, we wish to call yourattention to the fact that one legal commentator (Paul Le Cannu, *Dictionnaire Joly Sociétés*, *SAS –Société par Actions Simplifiée*, No. 142, 2003) has taken theposition that it is not possible in an *société par actionssimplifiée* with a single shareholder for the sole shareholder tovote on a contribution in kind made by such shareholder to the *société par actions simplifiée*.  Mr. Le Cannu’s analysis is based on Article L.225-10of the French *Code de commerce* governing *sociétés anonymes*, which provides that a shareholder makinga contribution in kind to a *société anonyme*may not vote at a shareholders meeting on the proposed approval of suchcontribution, and on Article L.227-1 of the French *Code decommerce* according to which provisions applicable to *sociétés anonymes* are applicable to *sociétés paractions simplifiées* to the extent they are compatible with specificrules governing *sociétés par actions simplifiées*.  However, we disagree with Mr. Le Cannu’sanalysis.  As rules on *sociétés par actions simplifiées* specifically provide thatsuch companies (unlike *sociétés anonymes*)may have only one shareholder, our analysis is that Article L.225-10 ofthe French *Code de commerce* is not applicable to *sociétés par actions simpifiées* with a single shareholder,as otherwise such shareholder would be prohibited from making any contributionin kind to the company, a result so extraordinary that in our opinion it couldresult only from a specific legal provision to that effect.  We note that Mr. Le Cannu concurred with our conclusion in a priorpublication (Paul Le Cannu, *Encyclopédie Dalloz*,*Répertoire de droit des sociétés*,*Sociétés par actions simplifiées*, No. 238, 2000);

 

F.                                     In rendering our opinions in paragraph 7 above, we hare reliedwithout independent investigation solely on the document referred to inparagraph (q) of the list of documents examined by us;

 

G.                                    We do not express any opinion as to whether the second sentence of Section 2.3.1of the Standby Credit Agreement is valid, binding or enforceable under Frenchlaw;

 

H.                                   Insofar as the foregoing opinions relate to the validity, bindingeffect or enforceability of any agreement or obligation of TWDC, (a) we haveassumed that TWDC and any other party to such agreement or obligation hassatisfied those legal requirements that are applicable to it to the extentnecessary to make such agreement or obligation enforceable against it and (b)such opinions are subject to applicable bankruptcy, insolvency, reorganization,moratorium and other similar laws affecting creditors rights generally;

 

I.                                        We express no opinion as to the availability of the remedy ofspecific performance or any remedies other than those culminating in a judgmentfor the payment of money as contemplated by Section 1142 of the French *Code civil*;

 

24

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J.                                       In respect of payment obligations, French courts have the power, inlight of the debtor’s position and the creditor’s needs, to defer or otherwisereschedule payment dates pursuant to Section 1244-1 of the French *Code civil*, which also permits French courts to decide thatany amounts so deferred or rescheduled will bear interest at a rate lower thanrate previously agreed among the parties and/or that payments will be firstapplied towards repayment of principal;

 

K.                                   A French court may require the Standby Credit Agreement to betranslated into the French language by a sworn translator (*traducteurassermenté*) as a condition to its admissibility into evidence orbefore deeming it to be in proper form for enforcement; and

 

L.                                     Under the French *Code général des impôts*,a stamp tax of a nominal amount is due in respect of any written agreement orother instrument documenting an obligation to pay money, before use of suchagreement or instrument can be made in the French Republic, whether in a publicact, a declaration of any kind, or in dealing with any governmental authority,incuding the courts of the French Republic.

 

We are rendering thisopinion in our capacity as Avocats au Barreau de Paris.  This opinion is addressed to BNP Paribas andCalyon solely for BNP Paribas’ and Calyon’s own use and that of the lendersthat they respectively represent as Agent under the *Contrat d’Ouverturede Crédit Multidevises*dated September 5, 1989, as amended; the*Contrat d’Avances d’Associés*dated April 26,1989, as amended; the *Contrat d’Ouverture deCrédit* dated March 25, 1991, as amended; and the *Contrat d’Avances*dated March 25, 1991, as amended, andfor the purpose of the *Convention deModifications et de Réitération – Crédit Phase IA*dated December 1,2004, among Euro Disney SCA, Euro Disneyland SNC and various lendersrepresented by BNP Paribas; the Convention de *Modificationset de Réitération – Avances Phase IA*dated December 1, 2004among Euro Disneyland SNC and various lenders represented by Calyon; the *Convention de Modifications et de Réitération – Crédit Phase IB*datedDecember 1, 2004 among EDL Hotels SCA, certain SNCs and various lendersrepresented by Calyon; and the*Convention deModifications et de Réitération – Avances Phase IB* among certainSNCs, EDL Hotels SCA as guarantor and various lenders represented byCalyon.  This opinion is not to be used,quoted, communicated, circulated or otherwise disseminated or referred to forany other purpose and may not be relied upon by anyone else; provided, however,that a copy of this opinion may be shown to Caisse des Dépôts et Consignations.  We assume no obligation to advise you or tomake any investigations as to any legal developments or factual matters arisingsubsequent to the date hereof that might affect the opinions expressed herein.  This opinion is limited to the matters expresslystated herein and does not extend to, and is not to be read as extended byimplication to any other matter.

 

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# **Very truly yours,**

# ** **

| **CLEARY, GOTTLIEB,  STEEN & HAMILTON** |
|---------------------------------------------|
| ** **                                  |
| ** **                                  |
| **By:**                                     | ** ** | ** ** |
| ** **                                  |
|                                        | Fabrice Baumgartner, a Partner |
|                                             |  |  |  |

 

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December 1, 2004

 

BNPParibas

E.C.E.P.

Project Finance

37, place du MarchéSt-Honoré

75001 Paris

as Agent underthe

*Contratd’Ouverture de Crédit*Multidevises

dated September 5,1989, as amended

among EuroDisney SCA, Euro Disneyland SNC

and variouslenders represented by BNP Paribas

 

Calyon

9, quai Paul Doumer

92920 Paris La Défense Cedex

as Agent underthe

*Contrat d’Avancesd’Associés*

dated April 26,2989, as amended

among EuroDisneyland SNC

and variouslenders represented by Calyon;

*Contratd’Ouverture de Crédit*

dated March 25,1991, as amended

among EDLHôtels SCA, certain SNCs

and variouslenders represented by Calyon; and

*Contrat d’Avances*

dated March 25,1991, as amended

among certainSNCs, EDL Hôtels SCA as guarantor

and variouslenders represented by Calyon.

 

Ladies and Gentlemen:

 

We have actedas special U.S. counsel to The Walt Disney Company (“TWDC), Disney Enterprises,Inc. (“DEI”), Euro Disney Investments, Inc. (“EDI”) and EDL SNC Corporation (“EDS”)in connection with (i) the 2004 Standby Revolving Credit Agreement dated September 30,2004 (the “Standby Credit Agreement”) between TWDC and Euro Disney SCA; (ii)certain undertaking letters (the “Undertaking Letters”) of TWDC copies of whichare attached to this letter; (iii) an undertaking letter (the “DEI UndertakingLetter”) of DEI a copy of which is attached to this letter;  (iv) the subscription by way of set-offagainst certain receivables by EDI and EDS to two share capital increases ofEuro Disney Associés SNC (“EDA”) in the amount of €192,025,892.32 (includingshare issue premium) each; and (v) the contribution (*apport*)by EDI and EDS to EDI SAS and EDS SAS, respectively, of their shares (*parts sociales*) in EDA.

 

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This opinionis delivered to you pursuant to Section 6(A)(2)(aa) of the *Convention de Modification et de Réitération – Crédit Phase IA*dated December 1, 2004 among Euro Disney SCA, Euro Disney Associés SCA,Euro Disneyland SNC and various lenders represented by BNP Paribas as Agent; Section 3(A)(2)(c)of the *Convention de Modification et de Réitération –Avances Phase IA* dated December 1, 2004 among Euro DisneylandSNC and various lenders represented by Calyon as Agent; Section 5(A)(2)(c)of the *Convention de Modification et de Réitération –Crédit Phase IB* dated December 1, 2004 among EDL Hotels SCA,certain SNCs and various lenders represented by Calyon; and Section 5(A)(2)(c)of the *Convention de Modification et de Réitération –Avances Phase IB* dated December 1, 2004 among certain SNCs, EDLHotels SCA as guarantor and various lenders represented by Calyon.

 

In arriving atthe opinions expressed below, we have reviewed and relied upon the followingdocuments:

 

(s)                                  copies of the by-laws of each of TWDC, DEI, EDI and EDS, certifiedby each of their respective corporate secretaries;

 

(t)                                    copies of the certificates of incorporation of each of TWDC, DEI,EDI and EDS, certified by the Secretary of State of the State of Delaware or bytheir respective corporate secretaries;

 

(u)                                 an executed copy of the Contribution Agreement (*contrat d’apport*,hereafter the “EDI Contribution Agreement”) between EDI and EDI SAS, dated September 30,2004;

 

(v)                                 an executed copy of the Contribution Agreement (*contrat d’apport*,hereafter the “EDS Contribution Agreement”) between EDS and EDS SAS, dated September 30,2004;

 

(w)                               an executed copy of the Standby Credit Agreement; and

 

(x)                                   executed copies of the Undertaking Letters and the DEI UndertakingLetter.

 

The Standby Credit Agreement, the UndertakingLetters, DEI Undertaking Letter, the EDI Contribution Agreement and the EDSContribution Agreement are referred to collectively as the “Documents.”

 

In addition,we have reviewed the originals or copies certified or otherwise identified toour satisfaction of all such corporate records of TWDC, DEI, EDI and EDS andsuch other instruments and other certificates of public officials, officers andrepresentatives of TWDC, DEI, EDI and EDS and such other persons, and we havemade such investigations of law, as we have deemed appropriate as a basis forthe opinions expressed below.

 

In renderingthe opinions expressed below, we have assumed the authenticity of all documentssubmitted to us as originals and the conformity to the originals of alldocuments submitted to us as copies.  Inaddition, we have assumed and have not verified the accuracy as to factualmatters of each document we have reviewed (including, without limitation, theaccuracy as to factual matters of the representations and warranties of TWDC,DEI, EDI and EDS contained in the various agreements that we have reviewed).

 

28

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Based on the foregoingand subject to the qualifications set forth below, we are of the opinion that:

 

1.               Eachof TWDC, DEI, EDI and EDS is validly existing as a corporation in good standingunder the laws of the State of Delaware.

 

2.               Eachof TWDC, DEI, EDI and EDS has the corporate power to enter into the Documentsto which they are parties and to perform their obligations thereunder.

 

3.               Theexecution and delivery by each of TWDC, DEI, EDI and EDS of the Documents towhich they are parties, and the performance by each of them of their respectiveobligations thereunder, have been duly authorized by all necessary corporateaction on the part of TWDC, DEI, EDI or EDS, as the case may be.

 

4.               TheStandby Credit Agreement has been duly executed by TWDC.

 

5.               TheUndertaking Letters have been duly executed and delivered by TWDC and are validand binding obligations of TWDC, enforceable against TWDC in accordance withtheir respective terms.

 

6.               TheDEI Undertaking Letter has been duly executed and delivered by DEI and is avalid and binding obligation of DEI, enforceable against DEI in accordance withits terms.

 

7.               Theexecution and delivery by each of TWDC, DEI, EDI and EDS of the Documents towhich they are parties, and the performance by each of them of their respectiveobligations thereunder, do not result in the violation or breach of anyprovision of their respective certificates of incorporation or by-laws or ofany provision of the laws of the State of New York or the United Statesapplicable to each of TWDC, DEI, EDI and EDS (except for the purposes of thisparagraph we express no opinion as to any U.S. federal securities laws or anystate securities laws or Blue Sky laws).

 

8.               Theexecution and delivery by each of TWDC, DEI, EDI and EDS of the Documents towhich they are parties, and the performance by each of them of their respectiveobligations thereunder, do not require any consent, approval, authorization,registration or qualification of or with any governmental authority of theUnited States or the State of New York (except for the purposes of thisparagraph we express no opinion as to any consent, approval, authorization,registration or qualification that may be required under U.S. federalsecurities laws or state securities laws or Blue Sky laws).

 

29

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9.               Afinal, conclusive judgment for the payment of a sum of money of the *Tribunal de Commerce de Paris* that is enforceable in Franceagainst TWDC in respect of the Standby Credit Agreement will be enforced by anycourt of the State of New York, and any U.S. federal court sitting in the Stateof New York, without review of the merits, unless:

(i)                         the judgmentwas rendered under a system that does not provide impartial tribunals orprocedures compatible with the requirements of due process of law;

 

(ii)                      the *Tribunal de Commerce de Paris* did not have jurisdiction overthe subject matter;

 

(iii)                   the defendant didnot receive notice of the relevant proceedings in sufficient time to enable itto defend;

 

(iv)                  the judgment wasobtained by fraud;

 

(v)                     the cause ofaction on which the judgment is based is repugnant to the public policy of theState of New York;

 

(vi)                  the judgmentconflicts with another final and conclusive judgment;

 

(vii)               the proceeding wascontrary to an agreement between the parties under which the dispute inquestion was to be settled otherwise than by proceedings in the *Tribunal de Commerce de Paris*; or

 

(viii)            in the case ofjurisdiction based only on personal service, the *Tribunal deCommerce de Paris* was a seriously inconvenient forum for the trialof the action.

 

Insofar as theforegoing opinions relate to the valid existence and good standing of TWDC,DEI, EDI and EDS, they are based solely on a certificate of good standingreceived from the Secretary of State of the State of Delaware and on atelephonic confirmation from such Secretary of State.  Insofar as the foregoing opinions relate tothe validity, binding effect or enforceability of any agreement or obligationof TWDC or DEI, (a) we have assumed that each other party to such agreement hassatisfied those legal requirements that are applicable to it to the extentnecessary to make such agreement enforceable against it (except that no suchassumption is made as to TWDC or DEI regarding matters of the GeneralCorporation Law of the State of Delaware or the law of the State of New Yorkthat in our experience are normally applicable to general business entitieswith respect to such agreement or obligation), and (b) such opinions aresubject to applicable bankruptcy, insolvency and similar laws affectingcreditors’ rights generally and to general principles of equity.

 

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In renderingthe opinions expressed in paragraphs 7 and 8, we express no opinion as to anyviolation of, or any consent, approval, authorization, registration orqualification required under, any law or regulations which may have becomeapplicable to TWDC, DEI, EDI and EDS as a result of the involvement of otherparties in the transactions referred to in the Documents to which each is aparty because of their legal or regulatory status or because of any other factsspecifically pertaining to them.  Inaddition, the opinions expressed in such paragraphs 7 and 8 relate only tothose laws and regulations that, in our experience, are normally applicable totransactions of the type referred to in the Documents to which each is a party.

 

We note that(i) provisions in any agreement by which a party submits to the generaljurisdiction of the courts of the State of New York, the U.S. federal courtssitting in the State of New York are subject to the applicable limitations onthe competent jurisdiction of such courts; and (ii) we express no opinion as tothe subject matter jurisdiction of any U.S. federal court to adjudicate anyaction between two parties neither of which is a citizen of any U.S. state forpurposes of 28 U.S.C. Sec. 1332

 

We note thatthe designation under the Undertaking Letters and the DEI Undertaking Letter ofthe U.S. federal courts located in the State of New York as the venue foractions or proceedings with respect thereto or any proceeding to execute orotherwise enforce any judgment in respect of any breach thereof(notwithstanding the waiver therein) is subject to the power of such courts totransfer actions pursuant to 28 U.S.C. §1404(a) or to dismiss such actions orproceedings on the ground that such a federal court is an inconvenient forumfor such an action or proceeding.

 

We note thateffective enforcement of a foreign currency claim in the New York State courtsor the U.S. federal courts sitting in the State of New York may be limited byrequirements that the claim (or a foreign currency judgment in respect of theclaim) be converted into United States dollars at the rate of exchangeprevailing on a specified date.

 

The foregoingopinions are limited to the law of the State of New York, the federal laws ofthe United States of America and the General Corporation Law of the State ofDelaware.

 

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This opinionis addressed to BNP Paribas and Calyon solely for BNP Paribas’ and Calyon’s ownuse and that of the lenders that they respectively represent as Agent under theContrat d’Ouverture de Crédit Multidevises dated September 5, 1989, asamended; the Contrat d’Avances d’Associés dated April 26, 2989, asamended; the Contrat d’Ouverture de Crédit dated March 25, 1991, asamended; and the Contrat d’Avances dated March 25, 1991, as amended, andfor the purpose of the Convention de Modification et de Réitération – CréditPhase IA dated December 1, 2004, among Euro Disney SCA, Euro DisneyAssociés SCA, Euro Disneyland SNC, the Agent and various lenders represented byBNP Paribas; the Convention de Modification et de Réitération – Avances PhaseIA dated December 1, 2004 among Euro Disneyland SNC and various lendersrepresented by Calyon; the Convention de Modification et de Réitération –Crédit Phase IB dated December 1, 2004 among EDL Hotels SCA, certain SNCsand various lenders represented by Calyon; and the Convention de Modificationet de Réitération – Avances Phase IB among certain SNCs, EDL Hotels SCA asguarantor and various lenders represented by Calyon.  This opinion is not to be used, quoted,communicated, circulated or otherwise disseminated or referred to for any otherpurpose and may not be relied upon by anyone other than the Agent or suchlenders; provided, however, that a copy of this opinion may be shown to Caissedes Dépôts et Consignations.  We assumeno obligation to advise you or to make any investigations as to any legaldevelopments or factual matters arising subsequent to the date hereof thatmight affect the opinions expressed herein.

 

Very truly yours,

 
| CLEARY, GOTTLIEB, STEEN & HAMILTON |
|----------------------------------------|
|                                   |
|                                   |
| By:                                    |   |   |
|                                   | Andrew Bernstein, a Partner |
|                                        |  |  |  |

 

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