** **

**Exhibit4.15(b)**

 

*Translationfor information purposes only*

 

**EURO DISNEYLAND IN FRANCE - PHASE IB**

 

CreditAgreement dated March 25, 1991Amended and Restated

 

 

**Between**

 

EDL HÔTELS S.C.A.

 

HÔTEL NEW YORK ASSOCIÉS S.N.C.NEWPORT BAY CLUB ASSOCIÉSS.N.C.SEQUOIA LODGE ASSOCIÉSS.N.C.CHEYENNE HÔTELASSOCIÉS S.N.C.HÔTEL SANTA FE ASSOCIÉS S.N.C.CENTRE DE DIVERTISSEMENTS ASSOCIÉS S.N.C.

 

**And****THE BANKS

 

 

**And**

 

CALYONFinancial Agent

SecurityAgent

Lenders’Agent

 

 

**And**

 

THEDEPOSITARIES

 

 
| *Agent’s counsel***Slaughter  and May**112, avenue Kléber  75116 Paris | *Borrowers’  counsel***Freshfields Bruckhaus  Deringer**

2 - 4 rue Paul Cézanne  75008 Paris |
|----------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------|

 

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Table of Contents

 
| SECTION I - INTERPRETATION                                                                              |   |
|--------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                         |   |
| ARTICLE 1  - DEFINITIONS                                                                                |   |
|                                                                                                         |   |
| SECTION II  - OBLIGATIONS                                                                               |   |
|                                                                                                         |   |
| ARTICLE 2  - OBLIGATIONS OF THE BANKS AND THE BORROWERS                                                 |   |
| ARTICLE 3  - INTEREST                                                                                   |   |
| ARTICLE 4  - REPAYMENT OF THE LOANS                                                                     |   |
| ARTICLE 5  - PREPAYMENT – TRANSFER OF LOANS                                                        |   |
| ARTICLE 6  - ACCOUNTS                                                                                   |   |
| ARTICLE 7  - PROVISIONS CONCERNING THE LOAN ACCOUNTS AND THE DESIGNATED ACCOUNTS                        |   |
| ARTICLE 8  - ORDER TO ALLOCATE THE AMOUNTS RECEIVED BY THE FINANCIAL AGENT -  DISTRIBUTION TO THE BANKS |   |
|                                                                                                         |   |
| SECTION III  - GENERAL CONDITIONS                                                                       |   |
|                                                                                                         |   |
| ARTICLE 9  - REPRESENTATIONS AND WARRANTIES OF THE BORROWERS                                            |   |
| ARTICLE 10  - COVENANTS                                                                                 |   |
| ARTICLE 11  - UNFORESEEN CIRCUMSTANCES                                                                  |   |
| ARTICLE 12 - PAYMENTS                                                                                   |   |
| ARTICLE 13 -  EVENT OF DEFAULT                                                                          |   |
| ARTICLE 14  - LATE-PAYMENT INTEREST                                                                     |   |
| ARTICLE 15 -  COMMISSIONS                                                                               |   |
| ARTICLE 16 - EXPENSES                                                                                   |   |
| ARTICLE 17  - GUARANTEE - SECURITY INTERESTS                                                            |   |
|                                                                                                         |   |
| SECTION IV  - AGENTS                                                                                    |   |
|                                                                                                         |   |
| ARTICLE 18 -  FINANCIAL AGENT                                                                           |   |
| ARTICLE 19  - SUCCESSORS TO THE FINANCIAL AGENT                                                         |   |
| ARTICLE 20  - AUTHORITY OF THE SECURITY AGENT                                                           |   |
|                                                                                                         |   |
| SECTION V -  MISCELLANEOUS                                                                              |   |
|                                                                                                         |   |
| ARTICLE 21  - BENEFICIARIES OF THE AGREEMENT                                                            |   |
| ARTICLE 22 - NOTICES                                                                                    |   |
| ARTICLE 23 - LANGUAGE                                                                                   |   |
| ARTICLE 24  - EXERCISING RIGHTS - ABSENCE OF WAIVER                                                     |   |
| ARTICLE 25  - RENUNCIATION OF RECOURSE                                                                  |   |
| ARTICLE 26 -  CONFIDENTIALITY                                                                           |   |
| ARTICLE 27  - borrowers IDENTIFICATION PROCEDURES                                                       |   |
| ARTICLE 28  - EFFECTIVE GLOBAL INTEREST RATE                                                            |   |
| ARTICLE 29  - PARTICIPATION OF THE LENDERS’ AGENT                                                  |   |
| ARTICLE 30  - PARTICIPATION OF THE DEPOSITARIES                                                         |   |
| ARTICLE 31  - APPLICABLE LAW - CHOICE OF FORUM                                                          |   |

 

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| SCHEDULE I         | The Banks                                                                                      |
|-------------------------|------------------------------------------------------------------------------------------------|
|                    |                                                                                           |
| SCHEDULE II        | The  Depositaries                                                                              |
|                    |                                                                                           |
| SCHEDULE III       | Model  Interest Period Determination Request                                                   |
|                    |                                                                                           |
| SCHEDULE IV        | Model  Depositaries Accession                                                                  |
|                    |                                                                                           |
| SCHEDULE V         | Insurance  Provisions                                                                          |
|                    |                                                                                           |
| SCHEDULE VI        | Loan  Repayment Schedule                                                                       |
|                    |                                                                                           |
| SCHEDULE VII       | Model  Certificate of the Independent Expert                                                   |
|                    |                                                                                           |
| SCHEDULE VIII  (A) | Model  pledge instrument for SCA Loan Account                                                  |
|                    |                                                                                           |
| SCHEDULE VIII  (B) | Model  pledge instrument for SNC Loan Account                                                  |
|                    |                                                                                           |
| SCHEDULE VIII  (C) | Model  cash pledge instrument for SCA Designated Account                                       |
|                    |                                                                                           |
| SCHEDULE VIII  (D) | Model  cash pledge instrument for SNC Designated Account                                       |
|                    |                                                                                           |
| SCHEDULE VIII  (E) | Model  master pledge instrument for securities SCA Designated Account (financial  instruments) |
|                    |                                                                                           |
| SCHEDULE VIII  (F) | Model  master pledge instrument for securities SNC Designated Account (financial  instruments) |
|                    |                                                                                           |
| SCHEDULE VIII  (G) | Model  instrument for the pledge of securities generated by the Development  Agreement         |
|                    |                                                                                           |
| SCHEDULE VIII  (H) | Model  master pledge instrument for SCA Designated Account (other securities)                  |
|                    |                                                                                           |
| SCHEDULE VIII  (I) | Model  master pledge instrument for SNC Designated Account (other securities)                  |
|                    |                                                                                           |
| SCHEDULE IX        | Model  Transfer Agreement                                                                      |
|                    |                                                                                           |
| SCHEDULE X         | Parcels A, B,  C, D, E, F and G Map                                                            |

 

1

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**BETWEEN**:

 

1.                                       **EDL HOTELS S.C.A**., a limited sharepartnership *(*“*société en**commanditepar actions*”*)*, the registered office of which is located at Immeubles Administratifs, Route Nationale 34,77700 Chessy,

 

(hereinafter referred to as “**EDL Hotels**”)

 

PARTY OF THE FIRST PART,

 

2.                                       **HOTEL NEW YORK****ASSOCIES S.N.C**., a private company *(“société en nom**collectif”)*, theregistered office of which is located at Immeubles Administratifs, Route Nationale 34, 77700 Chessy,

 

3.                                       **NEWPORT BAY CLUB****ASSOCIES S.N.C**., a private company *(“société en nom**collectif”)*, theregistered office of which is located atImmeubles Administratifs, Route Nationale 34, 77700 Chessy,

 

4.                                       **SEQUOIA LODGE****ASSOCIES S.N.C**., a private company *(“société en nom**collectif”)*, theregistered office of which is located atImmeubles Administratifs, Route Nationale 34, 77700 Chessy,

 

5.                                       **CHEYENNE HOTEL****ASSOCIES S.N.C**., a private company *(“société en nom**collectif”)*, theregistered office of which is located atImmeubles Administratifs, Route Nationale 34, 77700 Chessy,

 

6.                                       **HOTEL SANTA FE****ASSOCIES S.N.C**., a private company *(“société en nom**collectif”)*, theregistered office of which is located atImmeubles Administratifs, Route Nationale 34, 77700 Chessy,

 

7.                                       **CENTRE DE DIVERTISSEMENTS****ASSOCIES S.N.C**., a private company *(“société ennom**collectif”)*, theregistered office of which is located atImmeubles Administratifs, Route Nationale 34, 77700 Chessy,

 

(hereinafter collectively referred to as the “**SNC Borrowers**” or individually as an “**SNC Borrower**”)

 

PARTY OF THE SECOND PART,

 

*(EDLHotels and the SNC Borrowers are hereinafter referred to collectively as the “**Borrowers**” or individually as a “**Borrower**”)*

* *

**AND**:

 

8.                                       **THE BANKS**,

 

(as defined below)

 

PARTY OF THE THIRD PART,

 

9.                                       **CALYON**, ajoint-stock company *(“société**anonyme”)*, theregistered office of which is located at 9 quai du Président Paul Doumer, 92920Paris La Défense,

 

2

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(hereinafter referred to asthe “**Financial Agent**”)

 

PARTY OF THE FOURTH PART,

 

**AND**:

 

10.                                 **CALYON**, ajoint-stock company *(“société**anonyme”)*, theregistered office of which is located at 9 quai du Président Paul Doumer, 92920Paris La Défense,

 

(hereinafter referred to asthe “**Security Agent**”)

 

PARTY OF THE FIFTH PART,

 

11.                                 **CALYON**, ajoint-stock company *(“société**anonyme”)*, theregistered office of which is located at 9 quai du Président Paul Doumer, 92920Paris La Défense,

 

(hereinafter referred to asthe “**Lenders’ Agent**”)

 

PARTY OF THE SIXTHPART,

 

**AND**:

 

12.                                 **THE DEPOSITARIES**, the names and addressesof which are listed in Schedule II,

 

PARTY OF THESEVENTH PART.

 

**WHEREAS**

 

(A)                              Underthe terms of the Phase IB Credit Amendment and Restatement Agreement dated December 1,2004, the parties to that agreement have agreed (a) to establish a consolidatedversion of the credit facility agreement dated March 25, 1991 includingthe modifications resulting from four amendments dated respectively August 10,1994, July 12, 1995, May 15, 1996, May 16, 2003 and the authorizations andwaivers requests relating to the Covenants, particularly the request dated September 6,1999; (b) to modify such consolidated version in order to (i) clear the text ofall historical provisions that have become irrelevant, update certain obsoletereferences, clarify the drafting of certain articles and (ii) implement theMemorandum of Agreement; and (c) to restate the Credit Agreement dated March 25,1991 in all its unamended provisions, pursuant to the terms of the amended andrestated agreement attached as schedule to that agreement.

 

(B)                                Thisamended and restated agreement constitutes that schedule.

 

(C)                                Atthe Restatement Date, after partial prepayment, the total amount of Loans is €121,052,298.92.

 

3

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**NOW, THEREFORE, THE PARTIES HERETO HEREBYAGREE AS FOLLOWS:**

 

# SECTION I - INTERPRETATION

 

## ARTICLE 1 - DEFINITIONS

 

For the purposesof the Agreement and its Schedules, unless when the context entails anothermeaning, the expressions defined in the Common Agreement, or in the Covenantswill have the meaning set forth in it and the following expressions will havethe following meanings:

 

“**Advances**” means the outstanding principalamount of the long-term advances made to the SNC Borrowers by the Lenders underthe Advances Agreement.

 

“**Advances Agreement**” means the advancesagreement dated April 26, 1991 between the SNC Borrowers, EDL HotelsS.C.A. as guarantor, the Lenders and CALYON as the Agent, as amended andrestated.

 

“**Agreement**” means the credit facilityagreement dated March 25, 1991, between the Borrowers, the Banks andCALYON as Financial Agent, Lenders’ Agent and Security Agent, as amended andrestated.

 

“**Agreement with the Insurance Advisor**” meansthe agreement dated May 19, 2000 between the Insurance Advisor, the FinancialAgent and the Lenders’ Agent.

 

“**Authorized Investments**” means any of thefollowing investments:

 

(a)              the acquisition of or subscription to any securityproducing interest or issued or traded at a price below its nominal value,which is issued or guaranteed by a state or a company which has an unsecuredlong-term indebtedness at the time of purchase rated at least “Aa” (possiblywith a 1, 2 or 3 sub-rating or another margin of appreciation or depreciation)by Moody’s Investors Service, Inc., or any rating firms affiliated therewith(hereinafter referred to as “Moody’s”), or at least “AA” (possibly with anappreciation or depreciation margin) by Standard and Poor’s Corporation or anyrating firms affiliated therewith (hereinafter referred to as “S&P”);

 

(b)             The purchase of or the subscription to portions of debtmutual funds *(“fonds**commun**de**créances”)*which atthe time of the purchase have a rating which fulfill the criteria set forth insubparagraph (a) above;

 

(c)              the purchase of or the subscription to any certificateof deposit issued and any note accepted by a bank the short-term unsecuredindebtedness of which, at the time of the subscription or the acquisition, israted at least “Pl” by Moody’s or at least “Al” by S&P;

 

(d)             The purchase of or the subscription to any commercialpaper or note issued by any company the short-term unsecured indebtedness ofwhich, at the time of purchase or subscription, is rated at least “Pl” byMoody’s, or at least “Al” by S&P;

 

(e)              the opening of any sight account or the making ofdeposits with any Depositary in a Designated Account;

 

(f)                the purchase of or the subscription to any obligationissued or guaranteed by the European Economic Community, the European InvestmentBank or the International Bank for Reconstruction and Development;

 

(g)             any other investment which, in the opinion of theFinancial Agent and the Lenders’ Agent, offers the same guarantees as theinvestments described in paragraphs (a) through (f) above and which has beenapproved thereby;

 

andprovided that, except in the event of prior consent thereto by the FinancialAgent and the Lenders’ Agent, such investments:

 

4

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(i)                  may only be denominated in French francs and may notmature more than six (6) months after the date of their acquisition,subscription or establishment;

 

(ii)               will be immediately negotiable or convertible into cashon their maturity date; and

 

(iii)            must be recorded as credit to a cash Designated Accountor a security Designated Account, or be subject to a pledge held by aDepositary.

 

“**Bank**” means any banking institution thename of which is set forth in Schedule I to the Agreement, as well as anybanking institution to which all or part of the rights and obligations of aBank may be transferred or assigned under the Agreement in accordance withArticles 5.2 or 21 (Beneficiaries of the Agreement).

 

“**Business Day**” means any day when bankinginstitutions are open (i) in Paris, other than a Saturday and (ii) when apayment has to be made, which is a TARGET Day.

 

“**Centre de Congrès Newport SAS**” means thecompany Centre de Congrès Newport SAS, a simplified share company (*“société par actions simplifiée”*), theregistered office of which is located at Immeubles Administratifs, Route Nationale 34, 77700Chessy, Montevrain, and the share capital of which is in totality held,directly or indirectly, by TWDC.

 

**“CommonAgreement”**means the commonagreement dated August 10, 1994, between Euro Disney S.C.A. acting both inits own name and in the name and for the account of its subsidiaries appearingin a schedule to that agreement, EDL Hôtels S.C.A., acting both in its ownname and in the name and for the account of its subsidiaries appearing in a schedule tothat agreement, Euro Disneyland S.N.C., the Hotel S.N.C.s, the Phase IA Banks,the Phase IA Partners, the Phase IB Banks, the Phase IB Lenders and the CDC, asamended in connection with the authorization or waiver requests, in particularthe requests dated September 25, 1995, September 6, 1999, September 7,2001 and September 30, 2002, and as amended and restated at theRestatement Date, in accordance with the Amendment and Restatement Agreement to theCommon Agreement.

 

“**Construction Lease Agreement**” means eachconstruction lease agreement between one of the SNC Borrowers and EDL Hotelsand relating to the land of one of the Phase IB Installations.

 

“**Convention Centre Construction Lease**” meansthe construction lease agreement dated May 15, 1996 between EDL Hotels andCentre de Congrès Newport SAS, relating to Parcel F, a certified copy of whichhas been delivered to the Financial Agent.

 

“***Convention sur le Rang***”means the provisions relating to the respective rights of the Banks and theLenders on the mortgages granted pursuant to Article 17.2 (SecurityInterests), and which appear in any mortgage document referred to in theprovisions of said Article 17.2.

 

“**Credit-Bail Agreement**” means each financiallease agreement between one of the SNC Borrowers and a Leasing Company withrespect to one of the Phase IB Installations.

 

“**Depositary**” means the Security Agent andeach of the banking institutions with which EDL Hotels or the SNC Borrowers mayopen a Designated Account and whose names and addresses as of the RestatementDate are set forth in Schedule II, or any other banking institutionestablished in France which has been approved as an authorized financialintermediary, which has been designated by the Borrowers, with the approval ofthe Financial Agent and the Lenders’ Agent, and which has accepted the termsand conditions of the Agreement and the Intercreditor Agreement pursuant to anacceptance agreement in the form of the model attached as Schedule IV.

 

“**Designated Account(s)**” means, in thesingular, any SCA Designated Account or any SNC Designated Account, in theplural, all of the SCA Designated Accounts and the SNC Designated Accounts.

 

“**Development Agreement**” means thedevelopment and commission agreement dated March 25, 1991, between the SNCBorrowers and Euro Disney S.C.A. relating to the construction and completion ofthe Phase IB Installations, as well as to the supply and installation offurniture and equipment included in the Phase IB Installations.

 

5

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“**Disney Undertaking**” means the letters fromTWDC or from Disney Enterprises, Inc. dated December 1, 2004 addressed tothe attention of BNP PARIBAS or of CALYON, BNP PARIBAS and CDC, as the case maybe.

 

“**EDL Hotels Loan Agreement**” means the loanagreement between EDL Hotels and the SNC Borrowers with respect to twosubordinated loans in an initial amount of, on August 10, 1994, FRF1,222,164,000 and FRF 1,338,778,815 respectively, and for which the totaloutstanding amount is € 331,657,833.82 as of September 30, 2004.

 

“**EDL-SCA Loan Undertaking**” means theundertaking of Euro Disney S.C.A. to grant a subordinated loan to EDL Hotels,dated March 25, 1991 in a initial amount of one billion seven hundredseventy five million Francs (FRF 1,775,000,000), as amended by amendment n°1dated September 17, 1992, amendment n°2 dated September 28, 1993 andamendment n°3 dated August 10, 1994 and for which the outstanding amountis, as of September 30, 2004, € 123,509,620.31.

 

“**EONIA**” means: with respect to a periodbeginning on a Business Day (“the first Business Day”) and ending the followingBusiness Day:

 

(i)                                     the annual rate for which deposits in euros are offeredon the European interbank market at 7:00 p.m. (Brussels time) on the firstBusiness Day, as determined by the European Union Banking Federation andpublished on a Telerate monitor (on the Restatement Date, page 247); and

 

(ii)                                  in case such published rate would be unavailable, therate as determined by the Financial Agent as being equal to the arithmetic mean(rounded, if necessary, to the next highest one sixteenth of a percent (1/16th%)of the annual rates on which deposits in euros for amounts comparable to thosein question that are offered for the same period on the European interbankmarket at 7:00 p.m. (Brussels time), the first Business Day, as indicated tothe Financial Agent by the Reference Banks.

 

If,despite the Financial Agent’s request, one or more of the Reference Banks do notprovide a rate to the Financial Agent for the relevant period, the FinancialAgent will determine EONIA on the basis of the rates provided by the otherReference Banks.  If, despite theFinancial Agent’s request, the Financial Agent does not receive any rates orreceives a rate from only one Reference Bank, the provisions of Article 3.3will apply.

 

“**EURIBOR**” means:

 

(i)                                     the annual rate for a given period equivalent to therelevant Interest Period at which deposits in euros are offered on the Europeaninterbank market at 11:00 a.m. (Brussels time) on the second TARGET Datepreceding the first day of the Interest Period, as determined by the EuropeanUnion Banking Federation and published on a Telerate monitor (on theRestatement Date, page 248); and

 

(ii)                                  with respect to any Interest Period for which there isno interest rate published on the TARGET Date as described in paragraph (i)above, the annual rate as determined by the Financial Agent as being equal tothe arithmetic mean (rounded, if necessary, to the next highest one sixteenthof a percent (1/16th%)) of the rates provided to it by each of theReference Banks as being the annual rate at which deposits in euros for aperiod with a duration identical to that of the considered Interest Period andfor amounts comparable to that of the Loan in question that are offered on theEuropean interbank market at 11:00 a.m. (Brussels time) on this secondTARGET Date by first tier banks.

 

6

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If theEURIBOR rate is to be determined by reference to the rates provided by theReference Banks in accordance with the preceding paragraph and if, despite theFinancial Agent’s request, one or more of the Reference Banks do not provide arate to the Financial Agent for an Interest Period, the Financial Agent willdetermine EURIBOR on the basis of the rates provided by the other ReferenceBanks.  If, despite the Financial Agent’srequest, the Financial Agent does not receive any rates or receives a rate fromonly one Reference Bank, the provisions of Article 3.3 will apply.

 

“**Euro**” or “**€**”means the single currency adopted as a legal tender by the European UnionMembers States pursuant to the European Union legislation relating to theEconomic and Monetary Union.

 

“**Euro Disney Associés S.C.A**” means EuroDisney Associés S.C.A., a limited partnership company (*“société en commandite par actions”*) theregistered office of which is located at Immeubles Administratifs, Route Nationale 34, 77700Chessy.

 

“**Euro Disney S.A.S. Undertaking**” means (i)the letter from TWDC dated December 1, 2004 and (ii) the letter dated December 1,2004 from Euro Disney S.C.A.’s *gérant*to the attention of CALYON, BNP PARIBAS and CDC.

 

“**Euro Disney S.C.A.**” means Euro DisneyS.C.A., a limited partnership company (*“sociétéen commandite par actions”*) the registered office of which islocated atImmeubles Administratifs, Route Nationale 34, 77700 Chessy.

 

“**Euro Disney SCA / EDL Hotels Letter**” meansthe letter dated May 15, 1996 from Euro Disney SCA and EDL Hotels to the Agentsrelating to the new convention center.

 

“**Euro Disneyland S.N.C.**” means EuroDisneyland S.N.C., a private company (*“sociétéen nom collectif”*), the registered office of which is located at Immeubles Administratifs,Route Nationale 34, 77700 Chessy.

 

“**Event of Default**” means any event set forthin Article 13.1.

 

“**Final Maturity Date**” means November 5,2012.

 

“**Financial Agent**” means CALYON or, as the case may be, any successor thereofappointed in accordance with the provisions of Article 19 (Successors ofthe Financial Agent).

 

“**Fiscal Year**” means the fiscal year of aBorrower, which for EDL Hotels is currently the period beginning on October 1of the year N-1 and ending on September 30 of the year N and which, foreach of the SNC Borrowers, is the period beginning on January 1 of a givenyear and ending on December 31 of the same year.

 

“**Gaumont Construction Lease**” means theconstruction lease agreement dated July 13, 1995 between EDL Hotels andGaumont SA, dealing with Parcels B and C with a total surface of approximately5,683 sq. m., as amended by a first amendment dated January 28,1999, an amendment n°2 dated March 25, 2003 with Europalaces SAS (asassignee of Gaumont’s rights pursuant to a contribution agreement dated June 27,2001) and an amendment n°3 dated February 6, 2004.

 

“**Guarantee**” means the guarantee signed bythe Guarantor on March 25, 1991.

 

“**Guarantor**” means EDL Hotels.

 

“**Insurance Advisor**” means the insurance advice firm appointed by the Financial Agentand the Lenders’ Agent, with the consent of the Borrowers.

 

“**Insurance Provisions**” means all of theprovisions set forth in Schedule V.

 

“**lntercreditor Agreement**” means theagreement among the Banks, the Lenders, the Financial Agent, the Lenders’Agent, the Security Agent and the Depositaries relating to, among other things,the implementation mechanisms of the security interests provided for in Article 17(Guarantee – Security Interests) and to the conditions for the application ofthe provisions of Article 13 (Event of Default).

 

7

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“**Interest Payment Date**” means the last dayof an Interest Period and, with respect to an Interest Period which is longerthan six (6) months, the last day of the first six (6) months included in saidInterest Period or, if one of said dates is not a Business Day, the firstBusiness Day following said date.

 

“**Interest Period**” means, with respect to anyLoan, the one, three or six (1, 3 or 6) month period or, provided that theMajority Banks have not provided prior notice of their disagreement thereto inaccordance with the provisions of the Agreement, any two, nine or twelve (2, 9or 12) months period, as set forth in the relevant Interest PeriodDetermination Request, as well as any period defined as an Interest Period inthe Agreement.

 

“**Interest Period Determination Request**”means a request to determine an Interest Period for a new Interest Period,substantially in the form of the model attached as Schedule III.

 

“**Lenders**” means the Partners and otherbanking institutions which are parties to the Advances Agreement as lenders.

 

“**Lenders’ Agent**” means CALYON or, as the case may be, any successor thereofappointed in accordance with the provisions of the Advances Agreement.

 

“**Loan(s)**” means, in the singular, withrespect to each Borrower, the outstanding principal amount owed by suchBorrower under the Agreement on a relevant date; in the plural, the aggregatetotal of the outstanding principal amounts of all of the Loans on a given date.

 

“**Loan Account(s)**” means, in the singular,the SCA Loan Account or the SNC Loan Account, and, in the plural, the SCA LoanAccount and the SNC Loan Account.

 

“**Majority Banks**” means one or more Bankswhich have an aggregate participation in the Loans representing at least sixtypercent (60%) of the aggregate amount of the Loans.

 

“**Majority Lenders**” means one or more Lenderswhich have an aggregate participation in the Advances representing at leastsixty percent (60%) of the Advances.

 

“**Margin**” means, with respect to any Loan,three percent (3%) per year.

 

“**Parcel A**” designates the land parcel ofapproximately 3,450 sq. m. taken from the initial land basis of theConstruction Lease Agreement concluded between EDL Hotels and the Centre deDivertissements Associés SNC and retained by EDL Hotels after the signature ofthe Gaumont Construction Lease, the map of which is attached as Schedule X.

 

“**Parcel B**” designates the land parcel ofapproximately 1,350 sq. m. taken from the initial land basis of theConstruction Lease Agreement concluded between EDL Hotels and the Centre deDivertissements Associés SNC and which is the subject, with Parcel C, of theGaumont Construction Lease, the map of which is attached as Schedule X.

 

“**Parcel C**” designates the land parcel ofapproximately 4,333 sq. m. purchased by EDL Hotels from the EPA and which isthe subject, with Parcel B, of the Gaumont Construction Lease, the map of whichis attached as Schedule X.

 

“**Parcel D**” designates the land parcel ofapproximately 3,340 sq. m. purchased by EDL Hotels from the EPA and retained byEDL Hotels, the map of which is attached as Schedule X.

 

“**Parcel E**” designates the land parcel ofapproximately 44,400 sq. m. being the subject of the Construction LeaseAgreement concluded between EDL Hotels and Centre de Divertissements AssociésSNC after withdrawal of Parcels A and B, the map of which is attached as Schedule X.

 

“**Parcel F**” designates the land parcel ofapproximately 6,552 sq. m. retrieved from the initial land basis of theConstruction Lease Agreement concluded between EDL Hotels and Newport Bay ClubAssociés SNC and which is the subject of the Convention Centre ConstructionLease, the map of which is attached as Schedule X.

 

8

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“**Parcel G**” designates the land parcel of LotTO1-02 of an approximately 93,706 sq. m. being the subject of the ConstructionLease Agreement concluded between EDL Hotels and Newport Bay Club Associés SNC,after detaching Parcel F, the map of which is attached as Schedule X.

 

“**Partners**” means the partners of the SNCBorrowers.

 

“**Phase IB Assets**” means any of or anycombination of the furniture and equipment, land and other real propertyacquired or constructed in connection with Phase IB.

 

“**Phase IB Credit Amendment and Restatement Agreement**” meansthe agreement dated December 1, 2004 relating in particular to theamendment and restatement of the Agreement.

 

“**Phase IB Development Plan**” means thedocument in three volumes entitled Phase IB Development Plan prepared by EuroDisney S.C.A., as modified and implemented up to the Restatement Date as wellas the Phase IB Installations.

 

“**Phase IB Documents**” means the Credit-BailAgreements, the Development Agreement, the Construction Lease Agreements, theTechnical and Administrative Assistance Agreement, the sub-license agreementbetween Euro Disney S.C.A. and EDL Hotels, the EDL Hotels Loan Agreement andthe Advances Agreements and all amendments to any of the above documents.

 

“**Phase IB Installations**” means the Hotel NewYork, the Newport Bay Club, the Sequoia Lodge, the Cheyenne Hotel, the HotelSanta Fe and the Entertainment Center, as well as any attached or relatedinstallations, as described in the Schedule to the Development Agreement.

 

“**Quarterly Maturity Date**” means the lastBusiness Day of March, June, September and December.

 

“**Reference Banks**” means the principal Parisbranch of any of the following banking institutions: CALYON, BNP PARIBAS, Crédit Agricole S.A. and Société Générale or, inthe event that one of the Reference Banks is no longer able or no longer agreesto act as such, any other Reference Bank as may be appointed by mutualagreement of the Borrowers and the Majority Banks.

 

“**RestatementDate**” means the date on which all the conditions precedent set forthin the Phase IB Credit Amendment and Restatement Agreement and notwaived by the Financial Agent shall be satisfied.

 

“**SCA Designated Account(s)**” means, in thesingular, each of the cash accounts or securities accounts pledged in favor ofthe Banks and the Lenders and governed by the provisions of the Agreement andthe Advances Agreement, opened by EDL Hotels with the Security Agent and eachof the Depositaries, and, in the plural, all such accounts.

 

“**SCA Loan Account**” means the bank accountpledged in favor of the Banks and the Lenders which is governed by theprovisions of the Agreement and the Advances Agreement, opened by EDL Hotelswith the Security Agent.

 

“**SCA Subordinated Loan Designated Account(s)**”means, in the plural, those SCA Designated Accounts in which the proceeds ofthe subordinated loan of an initial amount of one billion seven hundred seventyfive million Francs (FRF 1,775,000,000) granted by Euro Disney S.C.A. to EDLHotels under the EDL-SCA Loan Undertaking, and the Authorized Investmentscreated by the use of these proceeds, will be deposited, and, in the singular,each of those SCA Designated Accounts.

 

“**Security Agent**” means CALYON or, as the case may be, any successor thereto whichmay be appointed in accordance with the provisions of Article 20(Authority of the Security Agent).

 

“**SNC Designated Account(s)**” means, in thesingular, each of the cash accounts or the securities accounts pledged in favorof the Banks and the Lenders which are governed by the provisions of theAgreement and the Advances Agreement, opened by one or more SNC Borrowers withthe Security Agent and each of the Depositaries, and, in the plural, all suchaccounts.

 

“**SNC Loan Account**” means the bank accountpledged in favor of the Banks and the Lenders which is 

 

9

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governedby the provisions of the Agreement and the Advances Agreement, opened by theSNC Borrowers with the Security Agent.

 

“**TARGET Day**” means any full day when thepayment system denominated the Trans-European Automated Real-Time Grosssettlement Express Transfer functions for payments in euros.

 

“**Technical and Administrative Assistance Agreement**”means the technical and administrative assistance agreement entered into on March 25,1991 between Euro Disney S.C.A. and EDL Hotels, as amended by an amendmentdated August 10, 1994.

 

“**TWDC Undertaking**” means the undertakingdated May 15, 1996 signed by TWDC, a copy of which is attached as a Schedule tothe Euro Disney S.C.A./EDL Hotels Letter.

 

For thesole purpose of the application of articles 5.3, 10.1, 10.2 (L) and 10.4 (C)and (F) of the Agreement, **Acceptedprocedures, Computer Model, Estimated Available Cash Applied to the DebtService of Unsubordinated Indebtedness, Estimated Interest on SubsequentIndebtedness, Estimated Operating Costs, Financial Computer Model, OperatingCosts, Operations Computer Model, Phase IB Gross Income, Phase IB Estimated NetIncome, Provisions for Renewal of Material and Installation, SubordinatedIndebtedness, Subsequent Indebtedness, Unsubordinated Indebtedness,Unsubordinated Indebtedness Debt Coverage Ratio, Unsubordinated IndebtednessAnnual Debt Coverage Ratio, Organizing and Planning**have the meaninginitially defined in the Agreement (before the signature of amendment n°1dated August 10,1994) it being agreed that the references in said Accepted Procedures on February 5,2009 are considered as being references to the Final Maturity Date and that thereferences to article 11 of the Agreement will be considered as beingreferences to article 10.

 

Except whereotherwise provided, all of the accounting terms used in the Agreement have themeaning given thereto under the Accepted Procedures or, in the absence thereof,that given under French law and the accounting rules which are applicable inFrance.

 

The definitions ofthe accounting terms contained in the Accepted Procedures have been developedby taking into consideration the concepts used in the preparation of theComputer Model.

 

10

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SECTION II - OBLIGATIONS

 

ARTICLE 2 -OBLIGATIONS OF THE BANKS AND THE BORROWERS

 

### 2.1                                Each Bank participates in theLoans in the amounts set forth in Schedule I. The total amount of theLoans is on the Restatement Date €121,052,298.92. The obligations arising underthe Agreement for each Bank are separate from those arising hereunder for theother Banks and there will be no joint liability among them.

###  

As a result, the failureby one Bank to participate or the failure of one Bank to fulfill any of itsobligations under the Agreement will not in any way result in any of the otherBanks becoming liable therefor and will not release the other Banks from thefulfillment of any of their obligations arising under the Agreement.

 

### 2.2                                The SNC Borrowers will bejointly and severally liable for the fulfillment of their obligations arisingunder the Agreement and, subject to their in rem guarantees *(“cautions**réelles”)*provided for inArticle 17 (Guarantee – Security Interests) below, will not be heldjointly liable with EDL Hotels.

###  

### 2.3                                EDL Hotels will be jointlyliable under the Guarantee for the fulfillment by the SNC Borrowers of theirobligations arising under the Agreement.

###  

ARTICLE 3 - INTEREST

 

#### 3.1                                 Subject to the provisions of Article 3.3 below,the interest rate applicable to each Interest Period for each of the Loans willbe equal to EURIBOR increased by the applicable Margin pursuant to theprovisions set forth below, and will be calculated by the Financial Agent whowill immediately notify it to the Borrower or Borrowers in question, to EDLHotels as Guarantor and to the Banks.

####  

#### For purposes ofcalculating the interests, it is specified that for any relevant InterestPeriod, the first day is included and the last day is excluded, such last daybelonging to the next Interest Period. The interest rate so determined willabsolutely bind the parties, except in the event of a patent error and subjectto the provisions set forth below.

####  

#### 3.2                                 Upon the expiration of each Interest Period for eachLoan, the Borrower or Borrowers in question must determine the duration of thenew Interest Period for the Loan in question, subject to the provisions ofArticles 6 (Accounts) and 7 (Provisions concerning the Loan Accounts and theDesignated Accounts).

####  

Each determination of theduration of a new Interest Period must be the subject of an Interest PeriodDetermination Request, which must be received by the Financial Agent no laterthan 11:00 a.m. (Paris time):

 

(A)                              atleast three (3) Business Days prior to the expiration date of the currentInterest Period if the new Interest Period requested is one, three or six (1, 3or 6) months; and

 

(B)                                atleast (5) Business Days prior to the expiration date of the current InterestPeriod if the new Interest Period requested is two, nine or twelve (2, 9 or 12)months.

 

No laterthan 11:00 a.m. (Paris time) on the second Business Day after the first day ofthe new Interest Period, in the case provided for in paragraph (A) above, or the fourth Business Day before the first dayof the new Interest Period, in the case provided for in paragraph (B) above,the Financial Agent must inform the Banks of the contents of the InterestPeriod Determination Request. If the Financial Agent has not received anInterest Period Determination Request within the deadlines set forth above, theBorrower in question will be deemed to have requested a new Interest Period ofthree (3) months.

 

#### With respect toany request for an Interest Period with a duration of two, nine or twelve (2, 9or 12) months, any Bank which has not provided notice of its refusal to agreeto the duration of said Interest Period to the Financial Agent no later than11:00 a.m. (Paris time) on the third Business Day 

 

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#### preceding thefirst day of the new Interest Period, will be deemed to have accepted saidduration. If the duration of a requested Interest Period of two, nine or twelve(2, 9 or 12) months has been refused by the Majority Banks on said thirdBusiness Day, the Financial Agent must so inform the Borrower or Borrowers inquestion no later than three 3:00 p.m. (Paris time) on the same day, and theInterest Period will have a duration of six (6) months, except if, at no laterthan 11:00 a.m. (Paris time) on the following Business Day, the Financial Agentreceives a new Interest Period Determination Request for an Interest Period ofone (1) or three (3) months.

####  

In the absence of arefusal by the Majority Banks with respect to a requested Interest Period oftwo, nine or twelve (2, 9 or 12) months, the requested Interest Period will bebinding upon all of the Banks.

 

No Interest PeriodDetermination Request may be accepted if it would result in a maturity dateafter the Final Maturity Date. In this regard, the duration of any InterestPeriod may be adjusted, if necessary, by the Financial Agent.

 

### 3.3                                 Notwithstanding any provision tothe contrary in the Agreement, in the event that on a date on which an interestrate must be determined and due to circumstances which affect the inter-bankmarket: (a) the Majority Banks have notified the Financial Agent that EURIBORor EONIA, as the case may be no longer reflects the actual refinancing cost oftheir participation in the Loans or (b) the Financial Agent, after consultingthe Reference Banks determines – which determination will be absolutely bindingon the parties - that it is not possible to determine the interest rate inaccordance with the above provisions and with the definition of EURIBOR (orEONIA, as the case may be) for the Interest Period in question, the FinancialAgent must immediately notify the Borrowers and each of the Banks thereof.

###  

During the forty-five(45) Business Days following the above notice, the Borrowers and the Banks (thelatter being represented by the Financial Agent) will consult together toattempt to arrive in good faith at a mutually acceptable substitute referenceinterest rate. If, prior to the expiration of the above period of forty-five(45) day Business Days, the Borrowers and the Financial Agent have agreed to asubstitute interest rate, after having received the approval of the Banks, theparticipations of which represent at least (i) eighty percent (80%) of theaggregate amount of the Loans and (ii) at least sixty percent (60%) of theaggregate amount of participations in the Loans of Banks whose registeredoffices are located outside of France or which are direct or indirect branchesor subsidiaries of banking institutions which have their registered officeslocated outside of France, said substitute interest rate increased by theMargin will apply retroactively effective from the first day of the currentInterest Period in question.

 

Any substitute interestrate agreed upon as indicated above will be binding on all of the Banks.

 

In the absence ofagreement as provided for above within the above period of forty-five (45)Business Days, the Agreement will be rescinded as a matter of law and theBorrowers will be obligated to prepay all of the Loans and accrued interestthereon, within twenty (20) days following the expiration of the aboveforty-five (45) Business Day period, said accrued interest to be calculated atan interest rate equal to the sum of (i) the average of the interest rates at which the Banks could haveborrowed the funds from day to day to finance or maintain their participationin the Loans and (ii) the Margin.

 

### 3.4                                 The interest payable pursuant tothe Agreement, whether payable under Article 3 or under any other article ofthe Agreement, will be calculated using the exact number of days elapsed on thebasis of a 360-day year.

###  

3.5                                 Subject to the provisions of paragraph (B) of Article 7(Undertakings) of the Phase IB Credit Amendment and Restatement Agreement, oneach Interest Payment Date with respect to a Loan, the Borrower or Borrowers inquestion will pay to the Financial Agent, for the account of the Banks, theinterests calculated as set forth in article 3.1 above.

 

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ARTICLE 4 -REPAYMENT OF THE LOANS

 

Each Loan must be repaidon each of the dates and up to the percentages indicated in the repayment schedule attachedas Schedule VI.

 

The duration of theInterest Period for any portion of a Loan which is to be repaid must beadjusted so that its expiration date coincides with the repayment date. In thisrespect, when an Interest Period Determination Request for each Loan precedes arepayment date, and if the requested Interest Period expires after therepayment date in question, the portion of the Loan which is to be repaid onsaid date must be the subject of one or more distinct Interest Periods whichare different from that of the Loan in question. The last of said InterestPeriods must be 1, 3 or 6 months long or, subject to the provisions of theAgreement, 2 or 9 months long, and must expire on the repayment date. TheInterest Period Determination Request in question must specify the portion ofthe Loan to be repaid and the distinct Interest Period calculated as indicatedabove.

 

ARTICLE 5 -PREPAYMENT – TRANSFER OF LOANS

 

### 5.1         (A)                                    The Borrowers have the right,under the terms and conditions set forth below and provided that they havenotified the Financial Agent at least thirty (30) calendar days in advance, toprepay all or part of the Loans.

###  

(B)                                TheBorrowers may only exercise the above right in the event that they have thenecessary funds available, after taking into consideration the prepayment whichthey intend to make, to complete and operate the Phase IB Installations undernormal conditions. The Borrowers are responsible for demonstrating compliancewith said pre-condition by furnishing a certificate confirmed by the Expert tothe Financial Agent if the Financial Agent so requests.

 

(C)                                Anyprepayment must:

 

(a)                take place on anInterest Payment Date for the Loan in question;

 

(b)               if the prepaymentoccurs between January 1, 2005 and December 31, 2005 (included), befor the totality of the Loans and be equal to 103% of the total amount of theLoans; if the prepayment occurs between January 1, 2006 and December 31,2006 (included), be for the totality of the Loans and be equal to 102% of thetotal amount of the Loans; if the prepayment occurs between January 1,2007 and December 31, 2007 (included), be for the totality of the Loansand be equal to 101% of the total amount of the Loans;

 

(c)                for any prepaymentoccurring starting from January 1, 2008, be for a minimum amount offifteen million euros (€15,000,000) and in an amount which is a whole-numbermultiple of one million five hundred thousand million euros (€1,500,000); and

 

(d)               be accompanied bypayment of the accrued interest on the prepaid amount.

 

(D)                               Allnotices made by the Borrowers with respect to a prepayment are irrevocable. Theprepaid amounts may not be re-borrowed.

 

### 5.2         (A)                                   The Borrowers have the option tohave a third party purchase the receivable representing the totality of theLoans made by the Banks (the “Receivable”).

###  

In such event, theBorrowers must notify the Financial Agent in accordance with a notice period ofat least thirty (30) Business Days and must indicate therein the date onwhich the Receivable is to be sold.

 

(B)                                TheBanks hereby agree to grant such a request by the Borrowers and to sell to anythird party designated by the Borrower the receivable, the nominal value ofwhich will be equal to the amount of the Loans on the date of the sale of thereceivable (which will be equal, in case of sale between January 1, 2005and December 31, 2007 (included), to the product of 

 

13

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the total amount of the Loans and the applicable percentage set forthin article 5.1 (C)(b)), increased by the accrued interest and by any otheramounts due to the Banks pursuant to the Agreement on said date (the“Receivable Value”), provided that the following terms and conditions arecomplied with:

 

(a)                                  theReceivable sale price will be equal to the Receivable Value (the “Sale Price”);

 

(b)                                 theSale Price must be paid in full to the Financial Agent on behalf of the Bankson the date of the sale of the Receivable;

 

(c)                                  allof the expenses to be repaid to the Banks, the Financial Agent or the SecurityAgent pursuant to the Agreement must be paid in accordance with the provisionsof the Agreement on the date of the sale of the Receivable;

 

(d)                                 theBanks will be released from all of their obligations pursuant to the Agreementeffective as of the sale of the Receivable, and the buyer will appoint a newFinancial Agent who will accede to the Agreement and to the Inter-creditorAgreement or said buyer will confirm the authority of the then-currentFinancial Agent with the consent of said Financial Agent;

 

(e)                                  thecurrent Interest Period(s) for the Loans must be adjusted so that the last dayof said Interest Period coincides with the date of the sale of the Receivable;

 

(f)                                    allof the expenses for the sale of the Receivable will be borne by the buyer;

 

(g)                                 priorto the sale, the buyer must accede to the Inter-creditor Agreement and confirmthe authority of the Security Agent pursuant to the Agreement.

 

### 5.3         (A)                                                                                    In the event of the terminationor expiration of a Credit-Bail Contract, and without prejudice to the possibleapplication of the provisions of Article 13 (Events of Default), the SNCBorrower in question will be obligated to repay the totality of its Loan orLoans and EDL Hotels will be obligated to simultaneously repay its Loans in anamount which is proportional to the total of the SNC Loans being repaid ascompared to the aggregate amount of the SNC Loans, it being specified that, inthe event of repayment between January 2005 and December 31, 2007(included), the repaid amounts will be equal to the product of said amounts andthe applicable percentage set forth in article 5.1 paragraph (C)(b). Inaddition, if, upon the completion of said repayments and those repayments whichmust occur under the Advances Agreement, the Unsubordinated IndebtednessCoverage Ratio and the Unsubordinated Indebtedness Annual Coverage Ratio arenot greater than or equal to 1.50 and 1.15, respectively, the Borrowers will beobligated, until the Final Maturity Date, to make an additional repayment ofthe other Loans or Advances in order to comply with the above ratios, it beingspecified that, in the event of repayment between January 2005 and December 31,2007 (included), the repaid amounts will be equal to the product of saidamounts and the applicable percentage set forth in article 5.1 paragraph(C)(b). Said additional repayments of the Loans and Advances must be made on a prorata basis, unless Lenders whose participation in the Advances under Tranche B equal at least sixty percent(60%) of the aggregate amount of Tranche B of the Advances agree that the additional repayment of Tranche B of the Advances will not occuror will occur in a proportion which is less than that resulting from the above prorata calculation.

###  

A certificate verified bythe Expert, substantially in the form of the model attached as Schedule VII,and indicating compliance with said ratios must be provided by EDL Hotels tothe Financial Agent and the Security Agent.

 

(B)                                Simultaneouslywith the above repayments, the Borrowers in question must pay the accrued intereston the repaid amounts, as well as the costs for re-use of the funds which maybe incurred by the Banks, calculated as indicated in Article 16(Expenses), if the repayment is made on a date other than an Interest PaymentDate.

 

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### 5.4         (A)                                   Any prepayment made inapplication of article 5.1 above will be subject, in addition to theconditions provided in said article 5.1, to the prepayment on a pro ratabasis of the Senior Debt in accordance with the provisions of article 5 ofthe Common Agreement.

###  

(B)                                Anyamount prepaid in application of article 5.1 above will be deducted fromthe repayment amounts resulting from the repayment schedule attached as Schedule VI,in the inverse repayment date order, *i. e.*beginning from the last repayment date.

 

ARTICLE 6 - ACCOUNTS

 

(A)                              TheFinancial Agent must open on its books an account which will combine theprincipal and interest amounts, commission, expenses and related costs due byeach Borrower to each Bank pursuant to the Agreement. The Financial Agent mustcredit said account with the principal and interest amounts, commission,expenses and related costs paid to each Bank following the payment or repaymentmade by a Borrower under a Loan.

 

(B)                                Each Bank will open and maintain on its books, inaccordance with standard practice, an account from which will be debited eachamount loaned by it pursuant to the Agreement and credited with each principalpayment made pursuant hereto. Each Bank will also maintain a record of theinterest and other amounts received by this Bank pursuant to the Agreement, inaccordance with standard practice.

 

ARTICLE 7 -PROVISIONS CONCERNING THE LOAN ACCOUNTS AND THEDESIGNATED ACCOUNTS 

 

### 7.1                                 Opening and operation of theLoan Accounts

###  

#### 7.1.1                        EDL Hotels and the SNC Borrowers have opened theirrespective Loan Accounts with the Security Agent and undertake to maintain openeach of said Loan Accounts with the Security Agent.

####  

#### 7.1.2                        The SNC Loan Account is an account opened in the nameof all of the SNC Borrowers and which may only be used upon the signature ofall of the SNC Borrowers.

####  

#### 7.1.3                        The Loan Accounts are deposit accounts which may nothave debit balances. They operate as follows:

####  

##### (A)                              They are credited:

#####  

###### (a)                                  by debiting an SCA Designated Account, in the case ofthe SCA Loan Account, or an SNC Designated Account, in the case of the SNC LoanAccount;

######  

###### (b)                                 with any insurance payment relating to Phase IB andpaid to EDL Hotels, in the case of the SCA Loan Account, or to an SNC Borrower,in the case of the SNC Loan Account, other than payments for civil liability;

######  

###### (c)                                  with the proceeds of any other loans or advances madeto EDL Hotels, in particular by Euro Disney S.C.A. in the case of the SCA LoanAccount, or to an SNC Borrower, in the case of the SNC Loan Account;

######  

##### (B)                                They may only be debited:

#####  

###### (a)                                  in the case of the SCA Loan Account, with the amountstransferred to the credit of an SNC Loan Account or of an SCA DesignatedAccount; and

######  

###### (b)                                 in the case of the SNC Loan Account, with the amountstransferred to an SNC Designated Account.

######  

##### (C)                                Any instruction to debit a Loan Account will be sent byEDL Hotels or the SNC Borrowers, as the case may be, to the Security Agent witha copy to the Financial Agent and the 

 

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##### Lenders’ Agent no later than 12:00 p.m.(Paris time) on the Business Day preceding the one on which the transfer is tobe made. In the absence of instructions to the contrary from the FinancialAgent or the Lenders’ Agent no later than 5:00 p.m. (Paris time) on the sameBusiness Day, the Security Agent will execute said transfer on the scheduleddate.

#####  

#### 7.1.4                       The Loan Accounts will be pledged in favor of the Banksand the Lenders pursuant to the pledge instruments dated March 25, 1991,in accordance with the provisions of Article 17 (Guarantee – SecurityInterests).

####  

### 7.2                                 Opening and operation of theDesignated Accounts

###  

#### 7.2.1                        Other than the “SCA Subordinated Loan” DesignatedAccounts, no more than two (2) Designated Accounts, *i.e.,* a cash account and a securities account, may be openedwith the same Depositary or with the Security Agent by the same account holder(EDL Hotels or an SNC Borrower).

####  

Each Depositary mustinform the Security Agent, the Financial Agent and the Lenders’ Agent of theopening of a Designated Account with said Depositary immediately after theopening thereof.

 

#### 7.2.2                        The amounts debited from a Loan Account and credited toa Designated Account may, at the account holder’s election, be used to make anAuthorized Investment which must remain, along with the proceeds therefrom andsubject to the provisions of Article 7.2.4 below, in a Designated Account.

####  

#### 7.2.3                        The Designated Accounts are pledged in favor of theBanks and the Lenders pursuant to the pledge instruments dated April 3,1991 and November 20, 1996 (securities accounts). All new DesignatedAccounts will be pledged in accordance with the provisions of Articles 7.3 and17.2(D).

####  

EDL Hotels and the SNCBorrowers hereby irrevocably agree that liquidation proceeds or the income fromany Authorized Investment will be immediately credited to the cash DesignatedAccount opened with the Depositary with which the Designated Account in whichthe Authorized Investment is registered is opened.

 

#### 7.2.4                        The Designated Accounts other than the “SCASubordinated Loan” Designated Accounts will operate as follows:

####  

##### (A)                              they may be only credited:

#####  

###### (a)                                  in the case of an SCA Designated Account, by debitingthe SCA Loan Account or another SCA Designated Account;

######  

###### (b)                                 in the case of an SNC Designated Account, by debitingthe SNC Loan Account or another SNC Designated Account;

######  

###### (c)                                  in the case of any Designated Account, with theliquidation proceeds or the income from an Authorized Investment in accordancewith the provisions of Article 7.2.3 above;

######  

##### (B)                                they may only be debited:

#####  

###### (a)                                  in the case of an SCA Designated Account, in order tocredit the SCA Loan Account or any another SCA Designated Account in the sameamount;

######  

###### (b)                                 in the case of an SNC Designated Account, in order tocredit the SNC Loan Account or any other SNC Designated Account in the sameamount;

######  

###### (c)                                  in the case of any Designated Account, with the amountnecessary to make the Authorized Investment.

 

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Each Depositary withwhich a Designated Account is opened will only allow the debit of said accountto the extent that said debit is made in accordance with the provisions of thisArticle 7;

 

##### (C)                                they may not have debit balances.

#####  

#### 7.2.5                        No more than two “SCA Subordinated Loan” DesignatedAccounts, i.e., a cash account and a securities account, may be opened. Each ofsaid Accounts must be opened with the Security Agent. Said Accounts may only bedebited:

####  

(A)                              inorder to credit the SCA Loan Account or the SNC Loan Account in the sameamount;

 

(B)                                inorder to repay to Euro Disney S.C.A., the principal amounts borrowed under theEDL-SCA Loan Undertaking, provided that the Accounts are simultaneouslycredited with at least the same amount generated by the proceeds of asubordinated loan made to EDL Hotels and meeting the criteria set forth inparagraph (C)(e) of Article 10.4; and

 

(C)                                inorder to pay interest to Euro Disney S.C.A. under the EDL-SCA Loan Undertaking,up to the amount of the proceeds of Authorized Investments made with theamounts credited to the Designated Accounts to the extent that such proceedshave actually been received; and

 

No transfers may be madefrom said Accounts to another Designated Accounts. These Designated Accountswill be pledged in favor of the Banks and the Lenders in accordance with theprovisions of Article 7.3 below.

 

Instructions to debit an“SCA Subordinated Loan” Designated Account for the purposes described inparagraph (C) above must indicate the amount of the requested debit and certifythat the conditions set forth in said paragraph (C) have been met.

 

### 7.3                                 Special provisions for thepledge of the Designated Accounts and the Authorized Investments 

###  

#### 7.3.1                        Cash accounts

####  

All new DesignatedAccounts which will be credited with cash amounts will be pledged in favor ofthe Banks and the Lenders upon the opening of said Accounts pursuant to apledge instrument substantially in the form of the model attached at Schedule VIII(C) and (D) and which EDL Hotels, in the case of an SCA Designated Account, orthe SNC Borrowers, in the case of an SNC Designated Account, must sign upon theopening of said account.

 

The Depositary with whichthe Designated Account is opened will have EDL Hotels or the SNC Borrowers, asthe case may be, sign the pledge instrument and then immediately forward saidinstrument to the Security Agent which will execute the registrationformalities, notify the Depositary thereof and forward a copy of proof of saidformalities to the Financial Agent and the Lenders’ Agent.

 

Any pledge instrument fora cash SNC Designated Account must be signed by each SNC Borrower in the nameof which said account is opened.

 

#### 7.3.2                        Securities accounts

####  

All new DesignatedAccounts into which securities will be deposited will be pledged in favor ofthe Banks and the Lenders upon the opening of said Accounts pursuant to asecurities account pledge agreement or to a master pledge agreementsubstantially in the form of the models attached at Schedule VIII (E) and(F) and which EDL Hotels, in the case of an SCA Designated Account, or the SNCBorrowers, in the case of an SNC Designated Account, must sign upon the openingof said account.

 

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As soon as the abovementioned master pledge agreement is signed, the Depositary with which any newDesignated Account is opened must immediately forward a copy of said agreementto the Security Agent.

 

The formalities to createthe pledge on the Designated Account on which the securities are credited or onthe securities resulting from an Authorized Investment must be completed asfollows:

 

(A)                              Securitiesdeposited in an account and equivalent securities issued on the basis offoreign laws:

 

EDL Hotels and each SNCBorrower hereby expressly authorize, effective immediately, each Depositary andthe Security Agent, with the right to act individually, to sign in their nameand on their behalf any declaration of a pledge on a Designated Account. As aresult, upon creation of a pledge on a Designated Account, the Depositary inquestion or the Security Agent will sign in the name of EDL Hotels or in thename of the SNC Borrower(s) in question, as the case may be, a pledgedeclaration, obtain from the account holder a certificate of account pledge,and if necessary forward said certificate to the Security Agent. Models of theabove pledge declaration and certificate are attached at Schedules 2, 3 and 4to the model master pledge agreements attached at Schedules VIII (E) and (F) tothe Agreement.

 

(B)                                Othersecurities

 

(a)                                  Registeredsecurities governed by foreign law: each Borrower hereby agrees to sign anyinstrument necessary under the applicable legislation in order to pledge infavor of the Banks and the Lenders, represented by the Security Agent, all ofthe securities in question, to complete all necessary formalities and to signany other documents necessary for the validity of said pledge under thelegislation in question. The validity thereof must be certified in a legalopinion from legal counsel *(“conseiljuridique”)*or attorney *(“avocat”)*ofthe country in question, which must be previously agreed to by the FinancialAgent and the Security Agent.

 

(b)                                 Bearersecurities governed by foreign law or governed by French law and in physicalform: each Borrower hereby agrees to sign and expressly authorizes, effectiveimmediately, each Depositary and the Security Agent, with the right to actindividually, to sign in its name and on its behalf a pledge instrumentsubstantially in the form of the model attached at Schedule 2 to the modelmaster pledge agreements attached as Schedules VIII (H) and (I). The Depositarymust, immediately upon the purchase of said securities, take physicalpossession of the certificates evidencing said securities and hold saidcertificates until the liquidation of the Authorized Investment to which theycorrespond or will have provided instructions to a third party to hold them onits behalf. The Depositary will if necessary forward the pledge instrument tothe Security Agent immediately after the signature thereof.

 

(c)                                  Othernegotiable debt securities:

 

(i)                                     bearersecurities evidencing indebtedness: each Borrower hereby agrees to sign andexpressly authorizes, effective immediately, the Security Agent and eachDepositary, with the right to act individually, to sign in its name and on itsbehalf a pledge instrument substantially in the form of the model attached at Schedule 2of the model master pledge agreements attached as Schedules VIII (H) and (I).The Depositary must, immediately upon the purchase of said securities, takephysical possession of the certificates evidencing said securities and holdsaid certificates until the liquidation of the Authorized Investment to whichthey correspond or will have provided instructions to a third party to holdthem on its behalf. The Depositary will forward to the Security Agent thepledge instrument immediately after the signature thereof.

 

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(ii)                                  securitiesevidencing indebtedness payable on demand: if said securities are governed byFrench law, each Borrower hereby agrees to provide to the Depositary thesesecurities after having endorsed them as a guarantee. When said securitiescorrespond to Authorized Investments made by the SNC Borrowers, eachcertificate must be endorsed by each of the SNC Borrowers in the name of whichthe Authorized Investment has been made. If said securities are governed byforeign law, the provisions of paragraph (A) above will apply *mutatis mutandis*.

 

### 7.4                                 Provisions concerning, theoperation of the SNC Loan Account and the SNC Designated Accounts

###  

The SNC Loan Account isopened in the name of all of the SNC Borrowers and may only be used, both fordebits and credits, upon the signature of all of the SNC Borrowers.

 

The SNC DesignatedAccounts may either be accounts opened in the name of multiple SNC Borrowersand may only be used upon the signature of all of the SNC Borrowers in thenames of which said accounts have been opened, or they may be individualaccounts opened in the name of an SNC Borrower which may only be used upon thesignature of said Borrower.

 

All instructionsconcerning the creation and the liquidation of an Authorized Investment or anytransfer from an SNC Designated Account to another SNC Designated Account orfrom an SNC Designated Account to the SNC Loan Account must be given by all ofthe SNC Borrowers which are the holders of the SNC Designated Account inquestion.

 

### 7.5                                 Freezing the operations in theDesignated. Accounts or the Loan Accounts

###  

In the event that anEvent of Default takes place, or an event occurs which may be an Event ofDefault after the expiration of a certain period or upon notification asprovided for in Article 13 (Events of Default) (except if it has beencured or if a Special Majority of the Banks have waived reliance thereon) andwithout prejudice to the ability of the Banks to exercise their rights undersaid Article 13, the Financial Agent may, upon notification provided toEDL Hotels and to the SNC Borrowers, with a copy to the Security Agent and toeach Depositary, prohibit any debit of the Loan Accounts and any transferbetween the Loan Accounts and the Designated Accounts (with the exception of adebit of a Loan Account in order to credit a cash Designated Account), as wellas any transfer between Designated Accounts. For the purposes of thisparagraph, a Special Majority of the Banks will mean Banks whose participationsin the Loans represent, in aggregate, (i) at least 50% of the aggregate amount of the Loans and (ii) atleast 60% of the participations in the Loans of all of the Banks which havevoted either for or against the waiver in question.

 

ARTICLE 8 - ORDER TOALLOCATE THE AMOUNTS RECEIVED BY THE FINANCIAL AGENT -DISTRIBUTION TO THE BANKS

 

### 8.1                                 Any partial payment made by theBorrowers pursuant to the Agreement, as well as any proceeds from the exerciseof the Guarantee, will be allocated in the following order:

###  

(A)                              paymentof expenses and fees (including counsel fees and procedural expenses upon thepresentation of evidence thereof) paid by the Security Agent, the FinancialAgent or the Banks for the enforcement of the security interests or theexercise of the Guarantee;

 

(B)                                paymentof the remuneration and repayment of the expenses incurred by the SecurityAgent, the Financial Agent or the Banks which are due and payable pursuant tothe Agreement and which have not been paid;

 

(C)                                paymentof late-payment interest due pursuant to the Agreement;

 

(D)                               paymentof any commissions due pursuant to the Agreement;

 

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(E)                                 paymentof interest due at the rate provided for in the Agreement beginning with theoldest maturity dates, as well as any amount which may be due in accordancewith Articles 11 (Unforeseen Circumstances) or 16.1;

 

(F)                                 repaymentof the principal due pursuant to the Agreement, beginning with the oldestmaturity dates.

 

The provisions of this article willnot apply to the amounts received from the Borrowers pursuant to Article 3(Prepayment of Banks Loans – New Banks Participations) of the Phase IB CreditAmendment and Restatement Agreement.

 

### 8.2                                 In the event that one or moreBanks receive from a Borrower or from any third party any payment whatsoever,whether or not in advance, which is greater than the amount which said Bank orBanks has or have the right to receive in accordance with the distribution anddivision rights provided for in the Agreement, whether said payment bevoluntary, involuntary, required by law, arising from an off-set or otherwise,the amount so received will have to be immediately paid to the Financial Agentwho will distribute and allocate it among the Banks in accordance with theprovisions of the Agreement.

###  

Each Borrower herebyexpressly acknowledges that the amounts due to each Bank under the Agreementwill be determined after application of the above provisions.

 

SECTION III - GENERAL CONDITIONS

 

ARTICLE 9 -REPRESENTATIONS AND WARRANTIES OF THE BORROWERS

 

Each of the Borrowershereby makes the following representations and warranties to the FinancialAgent and the Banks:

 

### 9.1                                 it is a duly organized andvalidly existing company under French law, the share capital of which isentirely paid in and whose activity is limited to the completion and operation,with respect to each SNC Borrower, of all or part of Phase IB Installations,with respect to EDL Hotels, of all or part of Phase IB Installations andParcels A, B, C, D, E, F and G; it has full capacity to transact the businessin which it presently engages, to own all of the assets that appear on itsbalance sheet, to sign the Agreement and to perform its obligations hereunder;

###  

### 9.2                                 the signature of the Agreementand the Phase IB Documents and the granting of the security interests providedfor in Article 17 (Guarantee – Security Interest) have, when necessary,been duly authorized by the competent company authorities;

###  

### 9.3                                 all the rights of and securityinterests granted to the Banks hereunder rank and will rank at all times atleast *pari**passu* in priority with the rights and security interests grantedto the Lenders under the Advances Agreement; the Lenders have not been grantednor will be granted any security interest other than those which have beengranted or will be granted, from time to time, to the Banks by the Borrowerspursuant to the Agreement;

###  

### 9.4                                 all necessary administrativeauthorizations for the construction of the Phase IB Installations have beenobtained;

###  

### 9.5                                 the signature of the Agreementand the Phase IB Documents and its performance of its obligations thereunder donot contravene any provision of its bylaws or any term of any contract orcommitment to which it is party or by which it is bound or violate in any wayany laws and regulations applicable to it;

###  

### 9.6                                 the Agreement is, and willremain a legal, valid and binding obligation of such Borrower in accordancewith its terms;

###  

### 9.7                                 the repayment of the principaland the payment of interest, commissions and other fees in connection with theAgreement do not require the approval of any public authority, other than thoseapprovals 

 

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which have alreadybeen obtained;

 

### 9.8                                 there are no actions suits orproceedings before any arbitral tribunal, judiciary or administrative court or, to theknowledge of said Borrower, overtly threatened, which could prevent or prohibitthe signature or the performance of the Agreement, the Guarantee or the PhaseIB Documents, or which could have a material adverse effect on its operations,assets, or financial condition or which could have a material adverse effect onthe ability of such Borrower to perform its obligations hereunder or under thePhase IB Documents or, more generally, on the construction and operation of thePhase IB Installations;

###  

### 9.9                                 to its knowledge, afterreasonable inquiry, no event which could have a material adverse effect on itsfinancial condition, which has not been communicated to the Financial Agent inwriting, has occurred.

###  

All representations and warranties made in this article 9must be accurate in all material respects and must remain accurate until thepayment or repayment in full of all amounts due to the Banks hereunder.

 

ARTICLE 10 -COVENANTS

 

### 10.1                           Covenants to Inform

###  

Each of the Borrowershereby covenants and agrees, until such time as all of the loans made by theBanks under the Agreement are repaid in full and all of their other obligationshereunder have been performed:

 

(A)                              torespect and perform its information covenants provided in paragraph 1(Information Covenants) of the Covenants:

 

(B)                                tocooperate with the Expert or the Insurance Advisor in connection with thepreparation of the reports which must be prepared pursuant to, as the case maybe, the Covenants, any Agreement with the Expert or the InsuranceProvisions;  EDL Hotels agrees to bearthe costs arising therefrom in accordance with the provisions of the CommonAgreement, any Agreement with the Expert, the Agreement with the InsuranceAdvisor and the Agreement;

 

(C)                                withrespect to any written notice which is officially delivered to the FinancialAgent or the Banks in accordance with the terms and conditions of theAgreement, to ensure that:

 

###### (a)                                  all tax estimates relating to taxes which are due orbecome due are established with care on an appropriate basis;

######  

###### (b)                                 each information as well as any other official report:

######  

(i)                                     istrue, accurate and complete in all material respects concerning questions offact,

 

(ii)                                  with respect to projections, opinions orestimates, is established in good faith and in accordance with theAccepted Procedures;

 

(D)                               (a)                                  toensure that:

 

(i)                                     thebalance sheets, income statements and schedules provided to the Banks inaccordance with paragraph 1 (Information Covenants) of the Covenants areestablished in conformity with French accounting principles, as appliedconsistently from year to year;

 

(ii)                                  suchfinancial statements are regularand genuine and provide a true picture of the results of the relevant FiscalYear or any part thereof;

 

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(b)                                and to inform the Financial Agent of any circumstanceor material fact which occurs after the date on which such financial statementswere prepared, the non-disclosure of which would cause such financialstatements to be misleading;

 

(E)                                 toprovide to the Financial Agent a copy of any official opinion or administrativenotice which is material to the construction and operation of the Phase IBInstallations which has been sent or received by the relevant Borrower pursuantto any Phase IB Documents;

 

(F)                                 toprovide to the Financial Agent, immediately after the signature thereof, acomplete and accurate conformed copy, certified by the manager of the Borrower,of all the Phase IB Documents to which it is a party;

 

(G)                                assoon as practicable, to furnish to the Financial Agent any information that theFinancial Agent, acting on behalf of the Banks, may reasonably request inconnection with Phase IB Assets or Phase IB Installations, provided that theBorrowers will have no obligation to provide information to the Financial Agentpursuant to this paragraph if EDL Hotels certifies that, in its opinion, theresult thereof would be to disclose confidential information concerning thepricing policy or to disclose technical or operational know-how and suchdisclosure to competitors would be likely to harm said Borrower; in such a case,the provisions of article 26.4 will apply.

 

### 10.2                           Project-related Covenants Each of the Borrowers covenants and agrees, until all the loansmade by the Banks under the Agreement are repaid in full and all of their otherobligations hereunder have been performed:

 

##### (A)                              tofulfill all of its obligations under the Phase IB Documents;

#####  

##### (B)                                totake all measures that may reasonably be required of said Borrower to enforceall of its rights under the Phase IB Documents;

#####  

##### (C)                                no later than twenty-one (21) days prior to thescheduled effective date for the proposed measure, to provide written notice tothe Financial Agent of any proposed modification, amendment, cancellation, orany other measure which could cause the termination of any of the Phase IBDocuments or could affect any provision of such documents and, as soon aspractically possible, to give notice to the Financial Agent of any event whichcould cause the termination of any Phase IB Document;

#####  

##### (D)                               to refrain from making, accepting or participating inthe implementation of any proposal to modify, cancel or terminate any of thePhase IB Documents or the Master Agreement (in so far as the Phase IB isconcerned), unless such modification, cancellation or termination would nothave a material adverse effect on the financial condition of said Borrower oron the financial condition of the Banks under the Agreement, or except with theprior written consent of the Financial Agent with respect to the structure andnature of the Phase IB Installations;

#####  

##### (E)                                 to provide to the Financial Agent, as soon as it issigned, a copy of any modification or amendment to any of the Phase IBDocuments, the Master Agreement (in so far as it relates to the Phase IB), andof any other agreement or material additional amendment to any of the Phase IBDocuments or which is executed pursuant to a Phase IB Document, or of anyagreement concerning Phase IB to which said Borrower and one or more DisneyAffiliates is a party, and relating to the supply of services, or the grant ofa license pertaining to an intellectual property right, by one or more of theDisney Affiliates;

#####  

##### (F)                                 to do its utmost to obtain and maintain allauthorizations as may be necessary, from time to time, to comply with andensure the enforceability of its obligations under the Phase IB Documents, andto fulfill all of the conditions and obligations related to suchauthorizations;

#####  

##### (G)                                to ensure that the Phase IB Installations are in goodoperating condition in every material respect and that the repairs, renewalsand replacements, including substitutions, of the Phase

 

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##### IB Installations are carried out withoutdelay, provided that it will have no obligation to replace non-materialelements;

#####  

##### (H)                               with respect to insurance:

#####  

(a)                                  to insure or cause to be insured all its assets andactivities in accordance with the Insurance Provisions;

 

(b)                                 to comply with all of its insurance obligations as setforth in the Insurance Provisions;

 

(c)                                  to communicate promptly to all of the relevant insurers(and to any person acting on their behalf) and to the Financial Agent, inaccordance with the Insurance Provisions, any material information, statementsor notices relating to the insurance policies;

 

(d)                                 unless authorized to take other action in accordancewith the Agreement or the Advances Agreement, upon receipt of any insuranceproceeds related to a material loss affecting the Phase IB Assets, toimmediately apply such insurance proceeds as set forth below, subject to theprovisions of Article 5.3:

 

(i)                                     either to the partial or full payment of replacement orrepair costs;

 

(ii)                                  or, in the event that such indemnity has not beenallocated as set forth above and at the option of EDL Hotels, to the repaymentof the Loans and the Advances; such repayment must be made on a pro rata basisand be accompanied, if necessary, by a proportional reduction of the Banksparticipations under the Loans and the participations of the Lenders under theAdvances (unless the Majority Lenders, whose participations in the Tranche BAdvances represent at least 60% of the Tranche B Advances,have agreed that such repayment and, as the case may be, suchreduction under TrancheB of the Advances does not occur or occursin a proportion less than the pro rata amount called for above);

 

and, in each case, tomaintain the insurance proceeds in a SCA Designated Account or a SNC DesignatedAccount, as appropriate, until such allocation is made;

 

(e)                                  to ensure that any insurance proceeds paid or providedto the Security Agent as a result of any indirect loss, any postponement of theday of opening to the public or any operating loss relating to Phase IB is paidinto the SNC Loan Account or the SCA Loan Account, as appropriate;

 

##### (I)                                    to inform the Financial Agent, promptly, of any actionor proceedings brought by, or against, such Borrower in excess of three millioneuros (€3,000,000) in the aggregate, or related to administrativeauthorizations granted in connection with the construction or operation of thePhase IB Installations;

#####  

##### (J)                                   (a)                                   to provide written notice to the Financial Agent,promptly upon the receipt

##### thereof by such Borrower, of any notice ofdefault or claim or formal notice, regardless of the source, which could have amaterial adverse effect on the Borrowers with respect to Phase IB;

#####  

(b)                                 unlessunder an obligation not to do so pursuant to any other provision of theAgreement, to use all of the means available to it which an experiencedprofessional would judge reasonable, necessary or appropriate to cure suchbreach and to protect and defend the Phase IB Assets against said claim orformal notice, including recourse to attorneys to bring the claim or defendsuch claim and to contest or have withdrawn such claim or demand or to obtainthe discharge of same;

 

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##### (K)                               to take all measures that may be reasonably required ofsaid Borrower and, subject to prior notice, to allow:

#####  

(a)                                  any representative or agent designated by the FinancialAgent or the Expert to have access to the Phase IB Assets and to inspect orobserve all Phase IB Installation (including its operation) during normalbusiness hours, to the extent that the exercise of said rights is normallycalled for by such representative or agent pursuant to the Agreement or inconnection with the exercise of rights or performance of obligations arisingtherefrom, provided that said representative or agent will comply with all ofthe instructions and conditions that EDL Hotels may reasonably impose duringsuch visits;

 

(b)                                 said representative or agent, upon any request forinformation, to examine all accounting books, records, software or any otherdata or information which such request could cover and which is in thepossession of said Borrower or to which said Borrower has access;

 

provided, however, that no Borrower has any obligationto comply with this Paragraph (K) if EDL Hotels certifies that, in its opinion,the result thereof would be to disclose confidential information concerning thepricing policy or to disclose technical or operational know-how which relates tothe operation of Phase IB and that such disclosure to competitors would belikely to harm the Borrower; in such event, the provisions of Article 26.4below will apply;

 

##### (L)                                 to maintain, until the Final Maturity Date, allaccounting documents and records to enable, upon five (5) Business Days priornotice by the Financial Agent, the verification of the amount and the use ofthe Phase IB Gross Revenues;

#####  

##### (M)                            to take, at its own expense, all measures and executeall instruments, as may be necessary from time to time, to allow the SecurityAgent and the Banks to create and maintain the security interests described in Article 17(Guarantee – Security Interests);

#####  

##### (N)                               to deliver as soon as possible to the Financial Agent,any updates of the Phase IB Development Plan;

#####  

(O)                               not to agree to any substantial modification,cancellation or conventional rescission of the Gaumont Construction Lease without having obtained the priorconsent of the Financial Agent and the Lenders’ Agent;

 

(P)                                 not to modify the current Parcel A allocation or useand not to lease, give under a construction lease or finance lease, sell,contribute or otherwise transfer Parcel A, without having obtained the priorconsent of the Majority Banks and the Majority Lenders;

 

(Q)                               to make its best efforts so that any allocation or useof Parcel D is consistent with the Phase IB Installations and their operation;

 

(R)                                not to agree to any substantial modification,cancellation or conventional rescission of the Convention Centre Construction Lease or the Conference Centre Lease ornot to unilaterally rescind the ConferenceCentre Lease in accordance with its article 19.1without having obtained the prior consent of the Financial Agent and theLenders’ Agent, and to communicate to the Financial Agent, upon its execution,the copy of any modification, amendment or complementary act to the Convention CentreConstruction Lease or Conference Center Lease;

 

(S)                                 not to agree to any modification to the TWDCUndertaking without having obtained the prior consent of the Majority Banks andthe Majority Lenders.

 

### 10.3                           Covenants Related to theConstruction Lease Agreements  EDL Hotels and the SNC Borrowersexpressly agree that any rentals due and payable under any of the ConstructionLease Agreements 

 

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### are subordinate to the priorpayment of all amounts then due and payable under the Agreement and theAdvances Agreement.

 

In the event that any SNCBorrower fails to perform its obligations under its Construction LeaseAgreement, and such failure has been caused by a default of either Euro DisneyS.C.A. under the Development Agreement, or EDL Hotels under the correspondingCrédit-Bail Agreement, EDL Hotels covenants in favor of the Banks and theLenders that it will not:

 

(A)          terminatesaid Construction Lease Agreement;

 

(B)           proceedwith any conservatory or enforcement measure with respect to the property ofsuch SNC Borrower,

 

(C)           set-offany amounts due to it under any Construction Lease Agreement against amountsdue by EDL Hotels under the Crédit-Bail Agreements,

 

(D)          ingeneral, raise against the Banks or the Lenders under the Agreement or theAdvances Agreement any defense based on a breach of the Construction LeaseAgreements by the SNC Borrowers.

 

### 10.4         General Covenants

###  

Each of the Borrowerscovenants and agrees, until all the loans made by the Banks under the Agreementare repaid in full and all of the other obligations arising for said Borrowerhereunder are performed, that:

 

##### (A)          it will use theamounts withdrawn from its Loan Account only to credit a Designated Account,and will not use the Agreement nor refer to its existence as a guarantee inorder to obtain any other credit facility or financing, regardless of thepurpose of such credit facility or financing;

#####  

##### (B)           it will givenotice to the Financial Agent, promptly upon the occurrence thereof, of anyevent which constitutes an Event of Default or could constitute an Event ofDefault after notice or after a time period provided for in Article 13(Events of default) has elapsed, and will state the facts pertaining to suchevent;

#####  

##### (C)           it will notcontract any indebtedness for borrowed money, without the consent of theMajority Banks and the Majority Lenders, other than:

#####  

(a)           indebtednessfor borrowed money under the Agreement;

 

(b)           indebtednessfor borrowed money granted by another Borrower;

 

(c)           loans grantedto the SNC Borrowers under the Advances Agreement;

 

(d)           indebtednessfor borrowed money which is granted to it to finance and simultaneously repaythe total amount of the Loans and the Tranche C Advances;  or

 

(e)           indebtednessfor borrowed money the interest payments and repayment of principal of whichare subordinated to the Loans and Advances; for the purposes of this paragraph,indebtedness for borrowed money will be considered subordinated to the Loansand Advances when:

 

(i)            the paymentof all amounts due under such indebtedness (including prepayment) is, by itsterms, subordinated to the prior payment of all amounts then due and payable tothe Banks under the Agreement and to the Lenders under the Advances Agreement,and: either (a) the lenders making the loan corresponding to such indebtednessdo not have the

 

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opportunityto accelerate the amounts due to them under such indebtedness without the priorconsent of the Majority Banks and the Majority Lenders, or (b) the repaymentterms of said loan depend on the existence of available cash after servicingthe Unsubordinated Indebtedness and no repayment is due in the absence of suchcash, and the repayment date of the principal of said loan is subsequent to theFinal Maturity Date;  or

 

(ii)           the payment ofall amounts then due in connection with said indebtedness (includingprepayment) is, by its terms, subordinated to the prior payment of all amountsthen due and payable to the Banks under the Agreement and to the lenders underthe Advances Agreement, and the Borrowers deliver to the Lenders’ Agent and theFinancial Agent a certificate of EDL Hotels reviewed by the Expert establishingthat the Unsubordinated Indebtedness Debt Coverage Ratio and the UnsubordinatedIndebtedness Annual Debt Coverage Ratio, calculated by taking into account thepayment obligations related to such subordinated indebtedness, are equal to orgreater than 1.50 and 1.15, respectively, until the Final Maturity Date;

 

anyamount made available to a Borrower as an authorized loan pursuant to thisParagraph (C) will be paid into such Borrower’s Loan Account (with theexception of those amounts set forth in subparagraph (d) above) and may only beused for the repayment set forth in subparagraph (d) or to finance theconstruction and operation of the Phase IB Assets;

 

##### (D)          it will notcontract any agreement as tenant under any lease agreement or financial leasewhatsoever, except solely in the event that EDL Hotels concludes suchagreements with respect to equipment necessary for the construction oroperation of the Phase IB Installations, for an annual aggregate pre-tax rentalamount not in excess of one million five hundred thousand euros (€1,500,000);

#####  

##### (E)           it will notgrant nor suffer to exist any lien on all or part of its assets or revenuesother than:

#####  

(a)           liensdescribed in Article 17 (Guarantee – Security Interests) of the Agreementand Article 17 (Guarantee – Security Interests) of the Advances Agreement;or

 

(b)           liensarising by operation of law or from a judicial decision as a result of thenormal activity of such Borrower, provided that such liens do not result fromthe failure of such Borrower to comply with its obligations, that a request forthe release of such liens is made promptly by such Borrower before a competentcourt and that such Borrower pursues the proceedings with diligence in order toobtain the cancellation or release of such liens;

 

(c)           liensgranted pursuant to the normal activity of such Borrower as security for anoverall amount not in excess of five per cent (5%) of such Borrower’s netassets, as such net assets appear in the Borrower’s most recent certifiedbalance sheet; or

 

(d)           liensgranted to creditors which have a debt subordinated to that of the Banks underthe Agreement and the Lenders under the Advances Agreement or securityinterests granted to secure the subordinated indebtedness intended to replacethe loan granted under the EDL-SCA Loan Undertaking;

 

provided that (1) notwithstanding the foregoing, EDLHotels may not grant a mortgage over the Phase IB lands or pledge its business *(“fonds de commerce”)*without granting the same security tothe Banks *pari passu* to secure the amounts outstanding under theAgreement, and (2) all the liens referred to in subparagraphs (c) and (d)above, affecting an asset or a right which is the subject matter of one of thesecurity interests described in Article 17 (Guarantee – SecurityInterests) will have a lower priority and will not compete with the 

 

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security interests granted to the Banks and theLenders as set forth in Article 17 (Guarantee – Security Interests) of theAgreement and Article 17 (Guarantee – Security Interests) of the AdvancesAgreement;

 

##### (F)           to take allnecessary steps to maintain its legal existence and, without limiting theforegoing, to refrain from the following, unless with the prior consent of theMajority Banks and the Majority Lenders:

#####  

(a)           filing arequest or demand or adopting a resolution to dissolve or, in a SNC Borrower’scase, to participate in a merger;

 

(b)           in thecase of EDL Hotels, merging with any entity, except in the framework of theconstruction or operation of the Phase IB Installations and provided that EDLHotels will be the surviving entity after such merger, subject to theconditions set forth hereinafter; and

 

(c)           in thecase of any Borrower, participating in a partial asset contribution, orselling, renting, or otherwise disposing of any significant part of its assets;

 

each of the transactions described in subparagraphs(b) and (c) hereinabove may nevertheless occur without the prior consent of theMajority Banks and Majority Lenders, and under normal commercial conditions,provided that (i) the SNC Borrowers’ Loans and Advances used to finance thetransferred assets have been paid (increased by accrued interest, commissionsand indemnifications in connection with said prepayment). Any such repaymentmust be accompanied by a simultaneous repayment of EDL Hotels’ Loans for anamount pro rata to the amount of the SNC Borrowers’ Loans repaid as compared tothe aggregate amount of the SNC Borrowers Loans and, if necessary, in order tocomply with the ratios described hereinafter, repayment of a portion of theadditional Loans or Advances, (ii) EDL Hotels has purchased or has hadpurchased the shares of the SNC Borrower in question at the nominal valuethereof and (iii) EDL Hotels has provided to the Financial Agent and theLenders’ Agent a certificate reviewed by the Expert, substantially in the formof the model attached as Schedule VII to the Agreement evidencing that,after the completion of the transaction in question, the UnsubordinatedIndebtedness Debt Coverage Ratio and the Unsubordinated Indebtedness AnnualDebt Coverage Ratio will be equal to or greater than 1.50 and 1.15,respectively, until the Final Maturity Date. Said additional repayments of theLoans and the Advances will be made on a pro rata basis, unless Lenders whoseparticipations in the TrancheB Advances represent at least sixty percent (60%) of the Tranche B Advances have agreed that theadditional repayment under the Tranche BAdvances will not occur or will occur in a proportion less than the one resultingfrom the aforementioned pro rata basis.

 

For the purposes of thisparagraph, the following will constitute a transfer by a Borrower of “asignificant part of its assets”:

 

###### (i)            any sale orcontribution by EDL Hotels to a third party of all or part of the business (“*fonds de commerce”*) concerning one of thePhase IB Installations; and

######  

###### (ii)           any sale orcontribution by the SNC Borrowers to a third party or the consent by one of theSNC Borrowers to the transfer by EDL Hotels to a third party of its rightsunder a Credit-Bail Agreement or, with respect to an SNC Borrower, of theownership of the physical structure *(“murs”)*of one ofthe Phase IB Installations or of its rights under its Construction LeaseAgreement;

######  

##### (G)           not to createany subsidiary nor to acquire any participation in any entity or company exceptin connection with the construction or operation of the Phase IB Installations;

#####  

##### (H)          to ensure thatno agreement is entered into with a third party if such agreement contains 

 

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##### provisions contemplating the set-off ofamounts due to it for a cumulative amount in excess of five per cent (5%) ofthe net assets of such Borrower, as such net assets appear on the most recentcertified balance sheet of such Borrower;

#####  

##### (I)            not to enterinto any agreement pursuant to which it acts as guarantor or co-debtor, orbecomes responsible for the performance of any commitment whatsoever, otherthan as provided herein or in the Phase IB Documents;

#####  

##### (J)            toimmediately inform the Security Agent in the event that it becomes aware of anymortgage which has been completed or which may be completed prior to themortgages set forth in Article 17.2(a);

#####  

(K)          to comply with the provisions of paragraphs 2“Financial Covenants”, 3 “Investment”, 4 ”Other Indebtedness”, 5 “MarketTransactions” of the Covenants, it being noted that the authorizations orwaivers that must be granted to the Borrowers pursuant to the said paragraphswill be granted in accordance with provisions of article 3 of the CommonAgreement.

 

## ARTICLE 11- UNFORESEEN CIRCUMSTANCES

 

### 11.1         If, following a new legislative or regulatory provision orany other mandatory administrative measure or a new interpretation of anylegislative or regulatory provision from a competent authority, one or moreBanks are subject to any tax treatment or banking or other regulation whichresults in an increase in the expenses related to the Agreement or whichresults from said Bank(s)’ participation in any Loan, such as, for example, anincrease in mandatory reserves, the taxation of the balance or any othermeasure which may reduce the net remuneration received by said Bank(s), thefollowing provisions will apply:

###  

###### (A)          the Bank inquestion must immediately inform the Financial Agent in writing; the FinancialAgent must then in turn immediately so inform each of the Borrowers. Thiswritten notice must set forth the estimated amount of the cost increase or ofthe remuneration reduction resulting therefrom, as well as all supportingdocumentation therefor;

######  

###### (B)           the Bank inquestion, with the consent of the Financial Agent, must attempt to transfer itsrights and obligations arising under the Agreement to one or more of itsbranches or subsidiaries or to one or more other Banks which have not been soaffected by the occurrence of said circumstances, provided that such a transferdoes not result in additional costs or other unfavorable circumstance for theBank in question or for the Borrowers;

######  

###### (C)           if such atransfer is not possible, the Borrowers, the Bank in question and the FinancialAgent must immediately attempt to find a solution which will allow thedifficulties caused by said circumstances to be resolved in the spirit ofcooperation under which the Agreement has been concluded;

######  

###### (D)          if no solutionis found within thirty (30) days following the receipt by the Borrowers of thenotification described in paragraph (A) above, the Borrowers in question must:

######  

(a)           either requestthat the Bank in question continue its participation while undertaking,however, to assume the additional costs which the Bank in question is forced tobear, effective from the date on which the Financial Agent forwarded to theBorrowers the notice of the Bank in question described in paragraph (A) above;or

 

(b)           during thecourse of the seven (7) Business Days following the last day of said period ofthirty (30) days, repay all of the amounts then due to the Bank(s) asprincipal, interest and commissions increased, as appropriate, by any expensesor fees borne by the Bank(s) as a result of said prepayment.

 

### 11.2         The provisions of Articles 11.1(A), (B), (C) and (D)(b) willalso apply in the event that one or more

 

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### Banks have been subject to any measure theresult of which is to render their participation in the Agreement illegal.

###  

In such event, the Bankin question will be freed from its obligations immediately effective on thedate of notice provided to the Financial Agent regarding said illegality. Theobligations of said Bank under the Agreement will be terminated upon theexpiration of the period of thirty (30) days set forth in paragraph (D)(b)above and, in any event, as provided for by law.

 

ARTICLE 12 - PAYMENTS

 

### 12.1         Any principal, interest, commission, expense or ancillarypayment which must be made by a Borrower or by the Guarantor, as the case maybe, under the Agreement must be made in immediately available funds to theFinancial Agent’s account at CALYON(for which the Financial Agent will provide the precise information), or to anyother account for which the specific information is provided by the FinancialAgent, before 11:00 a.m. (Paris time) on the payment date under reference“CALYON - € 121 millions”.

###  

### 12.2         All payments due under the Agreement and received by theFinancial Agent on behalf of the Banks will be distributed on the value date ofthe receipt thereof by the Financial Agent, pro rata in accordance with theparticipation of the Banks in the total Loans amount.

###  

### 12.3         Any payments provided for under the Agreement must be paidin such a manner so that the funds are available on the date fixed for thepayment thereof.

###  

### 12.4         Any principal, interest, commission, expense or ancillary paymentwhich does not fall on a Business Day will be made on the following BusinessDay.

###  

### 12.5         The interest and receipts from loans made outside of Franceby any Borrower pursuant to the Agreement (*i.e.,*by Banks which are located for tax purposes or which have their registeredoffice outside of France or Banks which are institutions or branches of Frenchcompanies but are located abroad if their income is taxed in the country inwhich they are located) will be exempt from the withholding provided for in Article 131quarter of theGeneral Tax Code.

###  

### 12.6         The Borrowers will not be required to execute anywithholding of French taxes on the income from loans made under the Agreementby Banks located in France.

###  

### 12.7         The payment of any amount due by a Borrower or by EDL Hotelsin its capacity as Guarantor pursuant to the Agreement will be made net of anytaxes, withholding, duties or deduction of any nature whatsoever, whetherpresent or future.

###  

In the event that under anew legislative or regulatory provision, the payment of interest or any othersum gives rise to a deduction or any tax, withholding or duty whatsoever, theBorrower in question must:

 

(A)          increase the amount tobe paid in such a manner so that, after said deduction, tax, withholding orduty, the Banks in question will receive the exact amount of the payment duethereto; or

 

(B)           repayin advance that portion of the Loans, increased by any accrued interest whichgives rise to said deduction, tax, withholding or duty to the greatest extentpossible prior to the entry into force of the new legislative or regulatoryprovision.

 

The Borrower in questionwill inform the Financial Agent for the purposes of the distribution to theBanks in question of any receipts or other documents which demonstrate the paymentof said taxes, withholdings or duties to the extent that it is possible toobtain such receipts or such other documents.

 

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ARTICLE 13 - EVENTS OF DEFAULT

 

### 13.1         Upon the occurrence of one or more of the following events,each of which constitutes an Event of Default, regardless of the Borrower inquestion:

###  

###### (A)          a Borrowerdefaults on the payment when due of principal or interest pursuant to theAgreement for more than five (5) Business Days after the due date of payment;

######  

###### (B)           a Borrowerdefaults on the payment when due of any commissions, fees and ancillarypayments pursuant to the Agreement, and said default continues unremedied morethan fifteen (15) Business Days after notice thereof requesting that suchdefault be remedied has been given to such Borrower by the Financial Agent orthe Security Agent;

######  

###### (C)           any breach ornon-performance of material terms or covenants contained in the Agreement, andsaid breach or non-performance continues unremedied (in the event that it canbe remedied) for a period of thirty (30) days after notice thereof requestingthat such breach or non-performance be remedied has been given to the relevantBorrower by the Financial Agent;

######  

###### (D)          arepresentation made by a Borrower in the Agreement, in the Phase IB CreditAmendment and Restatement Agreement, or in any certificate, report, instrumentor opinion delivered or signed pursuant to the Agreement or to the Phase IBCredit Amendment and Restatement Agreement, proves to be inaccurate in anymaterial respect on the date as of which made or deemed to be made, or ceasesto be accurate after any such dates, and said inaccuracy will continueunremedied for a period of thirty (30) days after notice thereof requestingthat said inaccuracy be remedied has been given to the Borrower in question bythe Financial Agent;

######  

###### (E)           a Borrowerdefaults on the payment when due of any principal or interest under the otherdebt incurred or guaranteed by said Borrower other than debt subordinated tothe Loans and the Advances complying with the conditions set forth insubparagraph (i) of Article 10.4(C)(e) equal to or in excess of anaggregate amount of one million five hundred thousand euros (€1,500,000) withrespect to all the SNC Borrowers, and seven million five hundred thousand euros(€7,500,000) with respect to EDL Hotels;

######  

###### (F)           except for thecase provided for in paragraph (E) above, any breach or event of default, asdefined in any contract or instrument related to any existing or future debt ofa Borrower or guaranteed by said Borrower, of an amount equal to or in excessof one million five hundred thousand euros (€1,500,000) with respect to an SNCBorrower, and seven million five hundred thousand euros (€7,500,000) withrespect to EDL Hotels, occurs and is the subject of a notice by the creditor orcreditors in question or results in the acceleration of said debt orconstitutes a ground for calling said guarantee (unless the existence of saidbreach or event of default, the payability of such debt or the merits ofcalling the guarantee, as the case may be, are being contested in good faith bysaid Borrower and said claim is promptly brought before a competent court, inwhich case the existence of said breach or event of default, the default in thepayment of said debt or the failure to honor said guarantee, as the case maybe, will not constitute an Event of Default until said claim will have beenfinally settled by a court decision);

######  

###### (G)           an SNCBorrower defaults in the payment when due of principal or interest under theAdvances Agreement within the time periods (including possible grace periodswhich may apply) provided for in that agreement;

######  

###### (H)          subject to theprovisions of Article 10.4 (E), a Borrower grants any security interest tosecure any present or future debt, without the prior consent of the MajorityBanks;

######  

###### (I)            a Borrower isdissolved, liquidated or ceases its activities, unless the debts of saidBorrower have been repaid in full or expressly and simultaneously assumed andguaranteed, with the prior consent of the Majority Banks, by Euro DisneyAssociés S.C.A. or by one of its subsidiaries with the guarantee of the latter;

 

30

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###### (J)            the Guaranteeceases to be in full force and effect or the performance of the obligationsthereunder becomes unlawful for any reason, or EDL Hotels fails to perform anyof their obligations under the Guarantee;

######  

###### (K)          one of theBorrowers or the Guarantor requests the appointment of a conciliator under article L.611-3 and following of the Commercial Code, enters into an amicable arrangementwith its creditors, is subject to a judicial decision to liquidate suchBorrower or to sell all of the enterprise, or admits its inability to pay itsdebts;

######  

###### (L)           any final orimmediately enforceable judgement for thepayment of money in excess of one million five hundred thousand euros(€1,500,000) is rendered against a Borrower and said judgement remains unenforced for a period in excess of thirty(30) days after the payment date required thereby;

######  

###### (M)         one of theBorrowers is subject to a nationalization or expropriation measure concerningthe Phase IB Installations which it operates, in the case of EDL Hotels, orwhich it has built, in the case of an SNC Borrower;

######  

###### (N)          a Phase IB Documentceases to be in full force and effect or the performance of the obligationsthereunder becomes unlawful, or any of such documents are terminated (otherthan on their contractual termination date) and, as a result thereof, theability of the Borrower to perform its obligations under the terms of theAgreement is compromised;

######  

###### (O)          a Borrowerbreaches provisions of a law or allows the non-compliance with any mandatoryregulation concerning the construction, safety, maintenance or operation of thePhase IB Installations, or fails in a material respect, or authorizes itsco-contractor to fail in a material respect, to perform its obligations underany of the Phase IB Documents, or said co-contractor fails in a materialrespect to perform any of its obligations and as a result thereof the abilityof the Borrower to perform its obligations under the Agreement is compromised;

######  

###### (P)           EuroDisney S.C.A. (a) ceases (i) holding the number of shares of Euro DisneyAssociés held on the Restatement Date, or (ii) at least two thirds of the sharecapital of the Operating Company or (iii) at least ninety seven percent (97%)of Euro Disney Commandité S.A.S. (b) ceases being listed on the Paris stockmarket (*Bourse de Paris*) except as a result of ade-listing initiated by the market authorities, (c) carries out a businessactivity different from those of (i) holding its interest in Euro DisneyAssociés and Euro Disney Commandité SAS, (ii) making available to Euro DisneyS.C.A. its cash surplus in accordance with paragraph 7 of the Covenants, (iii)providing administrative services to Euro Disney Associés, and (iv) remaining aparty under the agreements not having been transferred pursuant to theContribution Agreement or (d) modifies its corporate purpose or its fiscal yearas compared to those provided for in the bylaws amended by its shareholders’extraordinary general meeting convened notably to decide on the Contribution.

######  

###### (Q)          the manager orlimited partner of EDL Hotels ceases to be a Disney Affiliate, or themanagement of the Phase IB Installations ceases to be entrusted to a DisneyAffiliate;

######  

###### (R)           any of theinsurance policies described the Insurance Provisions is terminated or modifiedwithout the consent of the Majority Banks to the extent that, as a resultthereof, the risk of the Banks under the Agreement is increased;

######  

###### (S)           one of themortgages referred to in section 17.2 (A) (a) of the Agreement cannot bemaintained as a first priority mortgage because the existence of a contractual,statutory or judicial mortgage comes to light, which takes precedence over theregistrations made; and, in the case of a statutory or judicial mortgage, theSNC Borrowers cannot substantiate to the Security Agent that they obtained therelease of this mortgage within fifteen (15) Business Days of receiving noticefrom the Security Agent that they must secure the release of said mortgage; orany of the security interests set forth in Article 17 of the Agreementbecome inoperative or their value is diminished as a result of an act of the Borrowers;

######  

###### (T)           Euro DisneyAssociés S.C.A. fails to perform its obligations under the EDL-SCA Loan

 

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###### Undertaking ;

######  

###### (U)          the operationof the Phase IB Installations is abandoned or the Phase IB Installations arecompletely destroyed;

######  

###### (V)           a judicialreceiver is appointed for a significant part of the Phase IB Assets or theattachment or seizure of a significant part of the Phase IB Assets, unless theBorrower in question has promptly filed a request for the annulment thereofbefore a competent court and such request is followed by an annulment orrenunciation within a normal time period;

######  

###### (W)         an SNC Borrowermodifies its form or corporate purpose or EDL Hotels modifies its corporatepurpose in a significant manner and without the consent of the Majority Banks;

######  

###### (X)          EDL Hotelsamortizes its share capital, or the net worth of EDL Hotels becomes less thanhalf of its share capital and such situation is not remedied during the timeperiod provided by law or EDL Hotels prepays any part of the loan grantedpursuant to the EDL-SCA Loan Undertaking and the amount so prepaid is notreplaced by the proceeds of another subordinated debt of the same amount (withthe same provision applying to the latter debt) or EDL Hotels prepays thesubordinated loan the initial amount of which is FRF 465,000,000 granted byEuro Disney S.C.A. on March 25, 1991;

######  

###### (Y)           breach ordefault by one of the Borrowers, by Euro Disney S.C.A., by Euro Disney AssociésS.C.A., by Euro Disneyland S.N.C. or by one of the Subsidiaries of theircommitments and obligations under the Common Agreement and the documentsreferred to in the Common Agreement and in the Phase IB Credit Amendment andRestatement Agreement;

######  

###### (Z)           the provisionsof the bylaws of Euro Disney Associés S.C.A. relating to the Management Fees,the Remuneration Agreement, the Technical and Administrative AssistanceAgreement, the loan agreement between Euro Disney S.C.A. and Euro DisneylandS.N.C. dated August 10, 1994, as modified by amendment n°1 dated September 30,1999, the EDL-SCA Loan Undertaking, the ED SCA-EDL Hotels Loan, the EDL HotelsLoan Agreement, any Disney Undertaking, the Euro Disney SAS Undertaking, theStandby Revolving Credit Facility, the Standby Revolving Credit SupplementalAgreement, the New Revolving Credit Facility, the CDC Loan Agreements, the CDCSecond Park Agreements, any CDC Subordinated Long Term Debt Agreement, theLicense Agreement, the License Supplemental Agreement, the Conference CentreLease, the Centre Lease Supplemental Agreement or the Funds Agreement ismodified (except where the modifications concern a point of no materialsignificance and have received the prior approval of the Credit Agent, suchapproval. not to be unreasonably refused), or ceases to be valid or is notrespected by Euro Disney S.C.A., by Euro Disney Associés S.C.A., by TWDC, bythe Disney Affiliated Company concerned or by the company which will besubstituted to TWDC;

######  

###### (AA)       TWDC ceases at anytime to hold, directly or indirectly, such number of paid-up shares set outbelow:

######  

(1)           until December 31, 2016, the number of shares which represents at leastthirty-nine percent (39%) of the share capital of Euro Disney S.C.A.;

 

(2)          at least one share of Euro Disneyland S.N.C.; and

 

(3)           at least ninety seven percent (97%) of (a) the sharecapital of the limited partner (*associécommandité*) of Euro Disney S.C.A., (b) of two of the limitedpartners of Euro Disney Associés S.C.A, (c) of one manager (*“gérant”*) of Euro Disney Associés S.C.A.(d) of one *gérant* of Euro DisneyS.C.A., or (e) of one *gérant*ofEuro Disneyland S.N.C.;

 

###### (AB)       an event ofdefault, as defined in any contract or deed relative to a loan indebtedness ofEuro Disney Associés S.C.A. or Euro Disneyland S.N.C. resulting from a paymentdefault 

 

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###### in an amount of at least seven millions fivehundred thousand euros (€7,500,000) occurs and allows the debt to be declaredimmediately due and payable unless said event of default be remedied within anyapplicable grace period allowed to remedy said default, or the acceleration ofany Euro Disney S.C.A. or Euro Disneyland S.N.C. loan is declared by therelevant lender or lenders;

######  

###### (AC)       any one of theratios set out in paragraph 2 of the Covenants is not respected during a FiscalYear N, it being agreed that in such case the Financial Agent may not givenotice that an event of default has occurred until January 30 of theFiscal Year N+1, or, in the event of a change in the accounting rules andprinciples, until February 28 of the Fiscal Year N+1; provided that thenon-performance has been cured pursuant to the following conditions anddeadlines:

######  

Euro Disney S.C.A.or Euro Disney Associés shall be able to restore the amount, as the case maybe, of the DSCR or of the Forecast DSCR, due to, either through (i) new moneyby way of shareholders’ equity or Subordinated Indebdtedness of Euro DisneyAssociés or (ii) forgiveness of debts (with or without a “return to betterfortune” clause (*“clause de retour à meilleurefortune”*)) or payment deferrals, in each case, allowing paymentsonly after the date on which all amounts due (in principal and interests) underthe CDC Second Park Loan Agreements and the CDC Subordinated Long Term DebtAgreements have been fully paid and been the subject of subordination agreementto be entered into with CDC (the “Restoration Amount”).

 

The Restoration Amount(which will be added to the numerator in the calculation of the DSCR andForecast DSCR) will be the higher of:

 

(i)      theamount of the Restoration Amount having the effect of restoring the DSCR, and

 

(ii)    theRestoration Amount having the effect of restoring the Forecast DSCR.

 

Euro Disney Associés’cash balance will have fully benefited from the Restoration Amount at the earlieston June 30 of Fiscal Year N and at the latest on January 30 of FiscalYear N+1 or, in the event of achange in the accounting rules and principles, on February 28 of FiscalYear N+1.

 

###### (AD)       breach ornon-performance by EDL Hotels or one of the SNC Borrowers of the covenants setforth in paragraphs (O), (P), (R) and (S) of article 10.2 of theAgreement.

######  

###### (AE)        EuroDisney Associés S.C.A repays to any or all of its shareholders a contributionpremium (*“prime d’apport”*)resulting from the Contribution and which is recorded in Euro Disney AssociésS.C.A.’s accounts (*compte comptable du plancomptable général n° 104 “primes liées au capital”*) for a minimumamount of € 122.2 millions.

######  

###### (AF)        Euro DisneyAssociés SCA makes any payment under the Royalties and Management Fees inrespect of any of the three quarters from January 1 to September 30,2003 contrary to the terms of the letters dated March 28, 2003 sentrespectively by The Walt Disney Company (Netherlands) B.V. and by Euro DisneyS.A. to Euro Disney S.C.A.;

######  

(AG)       Euro Disney Associés S.C.A. makes, before January 1,2017, a payment, whether in principal or in interests, of any amount of Royaltiesor Management Fees deferred in respect of Fiscal Years 2005 to 2014 andtransformed into a Subordinated Long Term Debt, pursuant to the terms of theletter referred to in (ii) of the definition of the License SupplementalAgreement, and of the agreements referred in to (ii) of the definition of theRemuneration Agreement;

 

(AH)       Euro Disney Associés S.C.A. modifies the conditionsattached to the definition of the Subordinated Long Term Debt as they areprovided in the letter referred to in (ii) of the definition of theSupplemental License Agreement, in the agreements referred in to (ii) of thedefinition of the Remuneration Agreement and in the provisions relating to theinterests 

 

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inthe CDC Second Park Agreements;

 

###### (AI)         Euro DisneyAssociés S.C.A contracts a debt towards Euro Disney S.C.A. without respectingthe following conditions:

######  

(i)            thesum of all remuneration including commissions, interest, bonuses, or any otherremuneration paid to Euro Disney S.C.A. will not exceed 3 months EURIBOR less50 basis points per annum; in theevent of any change in the tax rules and regulations which are currentlyapplicable resulting in tax deductibility of interest relating to the cashadvances to Euro Disney Associés S.C.A. no longer being satisfactory, the parties shall enter intodiscussions and shall use their best endeavours so as to agree on new terms andconditions allowing the interest relating to such advances to be satisfactorilydeductible from a tax point of view.

 

###### (ii)           in the eventof liquidation, any repayment of the partner’s advance shall be subordinated tothe introductory payments of the totality of the amounts due under theFinancing Agreements, the CDC Second Park Agreements, and the CDC SubordinatedLong Term Debt Agreement;

######  

(ii)           moreover,with respect to the partner’s advance granted pursuant to the Cash Agreement,Euro Disney S.C.A. will be entitledto request repayment if and to the extent necessary to cover the paymentof its costs and expenses, and upto the € 5 million cap applicable to its annual operating budget (which may vary, after the Financial Year2005, in accordance with the annual inflation rate) net of any income (including the dividends in respect ofthe Financial Year N-1 and other payments)

 

###### (iv)          the repaymentflows shall be structured in such way that Euro Disney S.C.A’s cash and cashequivalents account is always less than €1,000,000;

######  

(AJ)       (a)             Euro DisneyAssociés S.C.A. makes a payment under the interests payable to CDC on December 31following the closing of each of 2005 to 2014 included but that must bedeferred under a Fiscal Year accounting for the Performance Indicator of theFiscal Year in question, pursuant to the terms of the CDC Second ParkAgreements

 

(b)           Euro Disney Associés S.C.A. makes a payment, whether inprincipal or in interests, under the interests deferred accounting for thePerformance Indicator of the Fiscal Year in question and transformed intoSubordinated Long Term Debt pursuant to the terms of the CDC Second ParkAgreements and the CDC Subordinated Long Term Debt Agreements

 

(c)           Euro Disney Associés S.C.A. to makes a payment underthe interests deferred owed to CDC under the years 2001 and 2003 otherwise thanpursuant to the conditions relating to Tranche E stipulated in the CDC SecondPark Agreements;

 

In the event of any suchEvent of Default, and so long as such Event of Default continues, if theMajority Banks so requests, the Financial Agent will, by notice to theBorrowers, declare all the Loans, as well as any accrued and unpaid interest onsuch amounts, immediately due and payable, whereupon such Loans, as well as anyaccrued interest incurred on such amounts, and all other sums due under theAgreement, will become immediately due and payable without any formal notice orother notice.

 

### 13.2         In the event that amounts due to the Banks under theAgreement are accelerated pursuant to this Article, each Borrower will, inaddition, indemnify each of the Banks from and against all direct expenses andall losses which each of the Banks has sustained by reason of the liquidationor re-use 

 

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### of deposits from third parties required to finance all or part of suchamounts, and will compensate each of the Banks for all reasonable expensesincurred as a result thereof, including attorneys’ fees.

###  

Each Bank will prepareand deliver to the Financial Agent, for transmittal to each of the Borrowers, acertificate setting forth the calculation of the amount of such expenses, andthis calculation will be final and binding, absent a material error.

 

ARTICLE 14 - LATEPAYMENT INTEREST

 

In the event of a defaultin payment when due by a Borrower of any principal, interest or other amountdue under the Agreement, and without prejudice to any other rights which theBanks may have under the Agreement, said amount will bear interest, to theextent permitted by law, for each day beginning on the due date and ending onthe actual payment date, inclusive, at the rate determined by the FinancialAgent as being one percent (1 %) per annum over the EONIA rate, increased bythe applicable Margin, as a matter of law and without any formal noticethereof.

 

The Financial Agent mustimmediately inform the Borrower in question and the Banks of the rate and theamount of the late payment interest calculated in accordance with the aboveprovisions which, except in the event of material error, will bind the parties.

 

The payment of a latepayment interest may be requested at any time by the Financial Agent and willnot imply the granting of a payment deferral or result in the waiver of anyright of the Banks whatsoever arising under the Agreement.

 

Late payment interestmust be paid in euros.

 

Interest at thecontractual rate, like late payment interest, will be compounded as soon as ithas been due for a full year.

 

ARTICLE 15 - COMMISSIONS

 

### 15.1         The Financial Agent’s commission and the Security Agent’scommission have been the subject of separate letters between the Borrowers, theFinancial Agent and the Security Agent. The Borrowers hereby agree to pay saidcommissions in accordance with the terms and provisions set forth in saidletters.

###  

ARTICLE 16 - EXPENSES

 

### 16.1         The Borrowers hereby agree to pay the Financial Agent onbehalf of the Banks the amount of any loss suffered by any Bank as a result of:

###  

###### (A)          prepayment inaccordance with Article 11 (Unforeseen Circumstances) of the Agreement oras a result of the occurrence of any Event of Default;

######  

###### (B)           generally, any repayment which occurs on a date otherthan an Interest Payment date.

######  

Said losses will becalculated as the difference between:

 

(a)           the interestwhich would have been received by the relevant Bank during the remainder of therelevant Interest Period, if the Borrowers had not prepaid; and

 

(b)           the actualpayment receipt by the relevant Bank following the reuse of the funds duringthe remainder of that Interest Period, as such payment is demonstrated by theBank.

 

Such difference, if any,will be increased by the total expenses incurred by said Bank to interrupt itsrefinancing, in such a manner so that these expenses will be in all eventslimited to one-eighth of a percent (1/8th %) per year of the prepayment amountdescribed in (A) and (B) above for the period 

 

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remaining to run of theInterest Period in question, provided that these expenses are demonstrated bysaid Bank.

 

### 16.2         Each of the Borrowers hereby agrees to indemnify each Bank,the Financial Agent and the Security Agent, upon the presentation of proofthereof, for any losses or expenses (including legal expenses, fees andcounsels’ expenses) which are reasonably incurred by each of them to enforcethe obligations of each of the Borrowers arising under the Agreement or toenforce the security interests described in Article 17 (Guarantee –Security Interests) below.

###  

### 16.3         Any expenses incurred by the Banks for the preparation,negotiation and signature of the Agreement will be paid to the Financial Agentby the Borrowers upon presentation of evidence thereof, up to a limitdetermined by separate agreement.

###  

### 16.4         The Borrowers shall pay any stamp and registration duties,taxes or similar expenses which may be due as a result of the signature orperformance of the Agreement or as a result of the creation of the securityinterests provided for in Article 17 (Guarantee – Security Interests), andwill indemnify the Banks, the Financial Agent and the Security Agent for anyconsequences of delay or failure to pay said duties, taxes and expenses, ifany.

###  

ARTICLE 17 -GUARANTEE - SECURITY INTERESTS 

 

### 17.1         Guarantee

###  

EDL Hotels guarantees,jointly and severally, the payment or repayment of all amounts due hereunder bythe SNC Borrowers, pursuant to the terms of the Guarantee.

 

### 17.2         Security Interests

###  

The performance of theobligations of the Borrowers under the Agreement is secured by the followingsecurity interests:

 

##### (A)          Mortgages

#####  

(a)           As securityand guarantee for the payment and repayment of all amounts due to the Banksunder the Agreement by the SNC Borrowers and EDL Hotels, the SNC Borrowers,acting as joint and several in rem guarantors withrespect to the obligations of EDL Hotels and such in rem guarantee being limited to the proceeds obtained fromthe enforcement of the security interests in the assets which are mortgaged asset forth below, the SNC Borrowers, acting jointly and severally, have agreedto grant to the Banks a first priority mortgage on the following rights andreal property:

 

(i)            the in rem rights arising under the Construction Lease Agreementgranted to each SNC Borrower over the land included in Phase IB which is thesubject of said Construction Lease Agreement; and

 

(ii)           all buildings *(“immeubles**par nature”)*which are being or will be constructed on such landtogether with all rights and the associated buildings attached thereto, as wellas all real property *(“immeubles**par destination”)*attachedthereto,

 

provided that:

 

(i’)           eachof the SNC Borrowers will grant to each of the Banks two registrations:

 

•              the first registrationwill secure its commitments as principal debtor; the principal secured therebyis a total amount of three hundred fifty million six hundred thirty-twothousand seven 

 

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hundred thirty-nine euros (€350,632,739) plus an amount for relatedexpenses evaluated at five percent (5%) of such principal, i.e., seventeenmillion five hundred thirty-one thousand six hundred thirty-six euros(€17,531,636);

 

•              thesecond registration will secure its commitments in its capacity as joint andseveral in rem guarantor of EDLHotels under the SCA Credit and under the Additional Credit; the principalamount secured thereby is a total amount of sixty million nine hundred seventynine thousand six hundred and six euros (€60,979,606) plus an amount forrelated expenses evaluated at five percent (5%) of such principal, i.e., threemillion forty eight thousand nine hundred eighty euros (€3,048,980);

 

(ii’)          suchfirst priority registrations are on an equal basis with the security interestswhich are granted in favor of the Lenders under the Advances Agreement tosecure the amounts due under Tranche Cof the Advances;

 

as a result, any order or distribution of sales proceeds related to themortgaged assets will be applied pro rata among the Banks and the Lendersaccording to the amounts that the Banks and the Lenders, respectively, havethen outstanding, and any insurance proceeds paid by companies who insure orwill insure the Phase III Assets and the Borrowers’ activities, in the event ofa loss, will be applied pro rata among the Banks and the Lenders according tothe amounts that the Banks and the Lenders, respectively, have thenoutstanding.

 

(b)           Under theterms and conditions of the instruments creating the mortgages set forth in the*Convention sur le Rang*, it isformally agreed that the holders of the above registrations will have no rightto exercise their rights arising from such registrations individually, and inparticular the right to seize property; any enforcement measure will be takenby a decision of the Majority Banks or Lenders of which the total of theparticipation in the Loans and the Tranche C Advances isequal to at least sixty percent (60%) of the Loans or Advances under Tranche C.

 

Upon the occurrence of a transfer of all or part ofthe outstanding amounts or a total or partial subrogation, the above provisionswill continue to be binding in the same manner and under the same conditions.

 

Consequently, a transferor or subrogated creditor willhave no right to exercise individually any of the rights arising under themortgages which it may have acquired pursuant to such transfer or subrogation.

 

The SNC Borrowers, acting as joint and several in rem guarantor, hereby waive theright to contest and raise any defenses *(“bénéfice de discussionet de division”)*and to rely in any manner on the provisions of Article 2039of the Civil Code, and hereby agree to refrain from exercising any of theirsubrogation rights with respect to EDL Hotels until all amounts due to theBanks under the Agreement and to the Lenders under the Advances Agreement willhave been paid in full.

 

In the event the registration period of any mortgagereferred to in the present Article is likely to expire before the FinalMaturity Date, the Borrowers already expressly, irrevocably and firmly agree torenew the mortgage registration until the Final Maturity Date (increased by twoyears), at the expense of EDL Hotels which undertakes to it, and at theFinancial Agent’s first request, who may make it at any time. Any renewalreferred to in the present paragraph shall be made at the 

 

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mortgages registry office having jurisdiction at thelatest three months before its expiration date.

 

##### (B)           Insurance CompanyAssignment (“*délégation*”):

#####  

an assignment by the Borrowers in favor of theSecurity Agent on behalf of the Banks and the Lenders with respect to eachinsurance policy taken out with insurance companies and set forth in theInsurance Provisions; the Security Agent must immediately credit to the SCALoan Account or to the SNC Loan Account, as the case may be, the receipts fromany insurance payments which have been paid thereto under the insurance companyassignment or for any other reason;

 

##### (C)           Assignment *(“délégation”)*of**EDL Hotels and the Leasing Companies:

#####  

an assignment by EDL Hotels in favor of the Banks andthe Lenders with respect to the Credit-Bail Agreements;

 

##### (D)           Pledge ofBank Accounts and Authorized Investments:

#####  

a pledge in favor of the Banks and the Lenders of theLoan Accounts, the Designated Accounts and the SCA Subordinated Loan DesignatedAccounts, as well as the Authorized Investments, pursuant to the terms andconditions set forth in Article 7 (Provisions concerning the loan accountsand the designated accounts), the SNC Borrowers, acting as joint and several inrem guarantors forEDL Hotels up to an aggregate amount equal to the proceeds arising from theenforcement of the pledges of the SNC Loan Account and the SNC Designated Accounts;and

 

##### (E)           Pledge ofthe Receivables

#####  

a pledge in favor of the Banks and the Lenders of allreceivables of the SNC Borrowers which arise or may arise from the DevelopmentAgreement, pursuant to a pledge instrument dated March 25, 1991, the SNCBorrowers, acting as joint and several in rem guarantor for EDLHotels up to an aggregate amount equal to the proceeds resulting from theenforcement of this pledge.

 

### 17.3         Enforcement of the SecurityInterests and the Guarantee

###  

In the event that theBorrowers default in the payment of any amount under the Agreement when due,the Banks hereby instruct the Financial Agent to proceed with the enforcementof the Guarantee to cover such amount at the time of such default, unlessnotice to the contrary is provided by the Majority Banks.

 

In the event that theBorrowers default in the due performance of any obligation under the Agreement,the Banks may enforce the security interests described in Article 17.2(Security Interests). Said enforcement will be exercised by the Security Agentbased on a decision of the Majority Banks, notification of which will beprovided to the Borrowers by the Security Agent. However, the Majority Banksmay only reach a decision to enforce the mortgages prior to the Final MaturityDate if the amounts due under the Agreement have been declared accelerated anddue and payable in conformity with Article 13 (Event of Default).

 

### 17.4         Order of Enforcement of theSecurity Interests

###  

The security interestswill be enforced in the following order:

 

(A)          enforcementof the pledges;

 

(B)           enforcementof the mortgages;

 

provided, however, that:

 

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(a)           theMajority Banks may decide to enforce only certain security interests and willhave no obligation to enforce simultaneously all of the security interests;

 

(b)           the othersecurity interests may be enforced independently of or simultaneously with theenforcement of the Guarantee; the decision to enforce the Guarantee will belongto the Financial Agent, unless the Majority Banks have given instructions tothe contrary; and

 

(c)           the othersecurity interests (other than the mortgages which may only be enforced inaccordance with the provisions set forth in Article 17.3 (Enforcement ofthe Security Interests and the Guarantee)) and the Guarantee may be enforcedregardless of whether the Loans have been accelerated.

 

### 17.5         Sharing among the Banks and theLenders

###  

The amounts that theBanks and the Lenders have outstanding under the Agreement and the AdvancesAgreement, respectively, will enjoy the same priority with respect to theproceeds generated from the enforcement of the security interests; no amountoutstanding due to the Banks will have a higher or lower priority with respectto amounts outstanding due to the Lenders, and vice versa, provided howeverthat, with respect to TrancheB of the Advances, the Lenders will not be secured by the mortgagesdescribed in Article 17.2 (Security Interests).

 

### 17.6         Distribution among the Banks andthe Lenders of the Amounts Generated from the Enforcementof the Security Interestsother than the Mortgages

###  

The amounts generatedfrom the enforcement of the security interests, other than the mortgages andthe proceeds resulting from the enforcement of the Guarantee, will bedistributed in the order set forth in Article 8 (Order to Allocate theAmounts Received by.-the Financial Agent - Distribution to theBanks) and divided among the Banks and the Lenders as follows:

 

(A)          theportion of the amounts available for fees, costs, and remuneration described inArticle 8 (Order to Allocate the Amounts Received by.-theFinancial Agent - Distribution to the Banks) will be distributed on a pro ratabasis between the Banks and the Lenders in accordance with the amount owed toeach of the Banks and the Lenders under the Loans and the Advances;

 

(B)           theportion of amounts available for the payment of interest on overdue amountswill be distributed as set forth in paragraph (D) below;

 

(C)           theportion of amounts available for the commissions due hereunder will bedistributed pro rata according to the amounts of the same nature due under theLoans and the Advances respectively;

 

(D)          theportion of amounts available for the payment of interest at the contractualrate or any amounts which may be due to the Banks under Articles 11 (UnforeseenCircumstances) or 16.1, will be distributed between the Banks and the Lenderspro rata with respect to the amounts of same nature due under the Loans and theAdvances, respectively; and

 

(E)           theportion of the amounts available for the repayment of principal amounts duewill be distributed among the Banks and the Lenders pro rata according to theirrespective principal amounts due under the Loans and the Advances.

 

### 17.7         Allocation of the ProceedsGenerated by the Enforcement of the Mortgages

###  

The amounts generated bythe enforcement of the mortgages as described in Article 17.2 (SecurityInterests) above will be distributed among the Banks and the Lenders in theorder set forth in Article 17.6 (Distribution between the Banks and theLenders of the Amounts Generated from the Enforcement of the Security Interestsother than the Mortgages), provided that such distribution will 

 

39

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be made pro rata withrespect to the respective amounts of the same nature due under the Loans, onthe one hand, and under TranchesA and C only of the Advances, on the other hand.

 

SECTION IV - AGENTS

 

ARTICLE 18 - FINANCIAL AGENT

 

### 18.1         Each of the Banks hereby irrevocably authorizes theFinancial Agent to take all measures and exercise all powers in performance ofthe Agreement on its behalf which are expressly provided for or delegated tothe Financial Agent pursuant to the Agreement.

###  

The directors, managementand employees of the Financial Agent will in no way be liable to the Borrowers,the Guarantor or the Banks which are parties to the Agreement, except in theevent of serious misconduct or fraud.

 

### 18.2         The Financial Agent will not be liable to the Borrowers orthe Banks, except in the event that the Financial Agent breaches its expressobligations under the Agreement.

###  

In addition, theFinancial Agent will not be liable:

 

(A)          forany action taken or action which it did not take in fulfillment of theAgreement or as a result hereof, except in the event of serious misconduct orfraud;

 

(B)           forthe validity or enforceability of the Agreement or any Phase IB Document, forthe accuracy of the representations made in the Agreement or for the controlover the successful fulfillment of any of the provisions hereof by any of theBorrowers;

 

(C)           withrespect to the Borrowers, in the event of default by the Banks in thefulfillment of any of their obligations arising under the Agreement, withrespect to the Banks, in the event of default by any of the Borrowers in thefulfillment of its obligations arising under the Agreement.

 

### 18.3         The Financial Agent may rely upon any document which itbelieves to be authentic or which is signed by an individual or individualsduly authorized therefor and upon any communication from the Reference Bankswhich it believes has been made by an authorized individual and, with respectto legal issues, it may rely on the opinions of its legal advisers.

###  

### 18.4         Each Borrower will reimburse the Financial Agent for allexpenses reasonably incurred by the Financial Agent as a result of the exerciseor the protection of any rights of the Banks arising under the Agreement,including the fees and expenses of legal advisers, after having informed theBorrower in question prior thereto. In the event that a Borrower or theGuarantor defaults in the fulfillment of this obligation, each Bank will pay tothe Financial Agent a portion of these expenses in proportion to its share ofthe total amount of the Loans.

###  

### 18.5         With respect to its participation in the Loans, theFinancial Agent will have the same rights, powers and obligations as the otherBanks.

###  

### 18.6         The Financial Agent will have no obligation to confirmwhether an Event of Default has occurred and, in the absence of notice from aBorrower or a Bank informing it otherwise, may assume that no Event of Defaulthas occurred. However, the Financial Agent must inform the Banks of theoccurrence of any Event of Default of which it becomes aware.

###  

Noprovision in the Agreement will oblige the Financial Agent to undertake, onbehalf of a Bank, Borrowers identification procedures with respect to anyperson whatsoever, and each Bank confirms to the Financial Agent that each Bankis solely responsible for the verifications it is required to make and that itwill not rely on the Agent’s representations relating to such verifications.

 

### 18.7         In the event of an Event of Default concerning any of theBorrowers, the Borrower in question or, failing that, the Guarantor, willindemnify the Financial Agent for all direct losses incurred by the 

 

40

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### Financial Agent in its capacity as Financial Agent under the Agreement.In the event that the Borrower or the Guarantor defaults in the fulfillment ofthis obligation, each of the banks will indemnify the Financial Agent inproportion to its share of the total amount of Loans.  In such event neither the Borrower inquestion nor the Guarantor will be relieved of its obligations under thisarticle.

###  

### 18.8         The Financial Agent will inform the Banks as soon aspossible of any notices or communications received from any of the Borrowersreceived pursuant to the Agreement.

###  

### 18.9         If an Event of Default occurs which has not been cured (tothe extent that it is possible to cure said Event of Default), the FinancialAgent must, at the request of the Majority Banks, declare all amounts due tothe Banks pursuant to the Agreement due and payable in accordance with theprovisions of Article 13 (Event of Default).

###  

### 18.10       The Financial Agent will not be held liable for any actiontaken at the request of the Majority Banks, and any action taken at the requestthereof will be binding on all of the Banks. No provision of the Agreementauthorizes the Financial Agent to grant to any of the Borrowers an amendment ofany of the provisions of the Agreement without the prior consent of all of theBanks, except in the event of an amendment the sole purpose of which is toclarify one of the provisions of the Agreement.

###  

### 18.11       In no event may the Financial Agent enter into a settlementagreement in the name of the Banks or represent the Banks in any legalproceeding without the prior written consent of each relevant Bank.

###  

### 18.12       Each Bank hereby declares that its decision to conclude theAgreement has been made on the basis of its own judgment with respect to creditmatters and that, in making said decision, it has not based its decision in anyway on the representations of the Financial Agent or of any other Bank withrespect to the creditworthiness or the financial situation of any of theBorrowers.

###  

ARTICLE 19 -SUCCESSORS TO THE FINANCIAL AGENT

 

### 19.1         The Financial Agent may resign from its duties under theAgreement at any time provided that it will give the Banks and each of theBorrowers at least ninety (90) days prior notice. It may be dismissed from itsduties as Financial Agent at any time by the Majority Banks.

###  

Subsequent to such aresignation or dismissal, the Majority Banks will designate a new FinancialAgent, subject to the acceptance by each of the Borrowers, which may not berefused without valid reason and which will be deemed to have been provided inthe absence of a response therefrom within fifteen (15) days following arequest made for said acceptance from the Financial Agent.

 

The new Financial Agentso designated will succeed to all of the rights and obligations of thepreceding Financial Agent.

 

### 19.2         In the event that at the end the notice period given by theFinancial Agent, the Majority Banks have not designated a new Financial Agent asprovided for above, or the new Financial Agent so selected has not acceptedthis position or has been rejected by any of the Borrowers, the out-goingFinancial Agent will itself have the right to designate a new Financial Agentwhich must be a first-tier international bank which has offices in Paris andwhich is capable of fulfilling the duties of the Financial Agent under theAgreement.

###  

For as long as a newFinancial Agent has not been designated and has not accepted its duties, theout-going Financial Agent will continue to fulfill its obligations.

 

ARTICLE 20 -AUTHORITY OF THE SECURITY AGENT

 

### 20.1         Each of the Banks irrevocably grants by this Agreementauthority to the Security Agent, which accepts, to take, in their names and ontheir behalf, any steps necessary and to exercise any of the powers which areexpressly granted to it pursuant to this Agreement, in particular with respectto the creation of the security interests described in Article 17(Guarantee – Security Interests) above. In addition, the Security Agent will beauthorized to register the Agreement with a notary, if necessary,

 

41

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### for reiteration purposes.

###  

The directors, managersand employees of the Security Agent will in no way be liable to the Borrowersor the Banks which are parties to the Agreement, except in the event of seriousmisconduct or fraud.

 

The Security Agent willnot be liable to the Borrowers or the Banks for:

 

(A)          anyaction taken or action which it did not take in fulfillment of the Agreement oras a result hereof, except in the event of serious misconduct or fraud;

 

(B)           thevalidity of any instruments establishing the security interests, to the extentthat said instruments substantially conform with the corresponding modelsattached to the Agreement or which have been approved by the Financial Agent;

 

(C)           thevalue or the decrease in value of the property and rights which are subject tothe security interests, or the revenue generated by the sale thereof;

 

(D)          thefailure by the Borrowers to fulfill their various obligations under theAgreement or by EDL Hotels to fulfill its obligations under the Guarantee;

 

(E)           anylegal or other proceedings designed to enforce or sell the security interests;and

 

(F)           generally,any steps taken upon the instructions of the Majority Banks.

 

The Security Agent willonly act upon instructions of the Majority Banks.

 

The Security Agent willnot be obligated to conduct any verification whatsoever regarding thefulfillment of the Borrowers of their obligations, and may assume that no Eventof Default has occurred, except in the event that it receives notificationthereof from a Borrower or the Financial Agent so informs the Security Agent.

 

### 20.2         With respect to its participation in the Agreement as aBank, the Security Agent will have the same rights, powers and obligations asthe other Banks and may exercise them as if it were not the Security Agent.

###  

### 20.3         By express agreement, the Security Agent is herebydesignated as the trustee depository of the executory copies and the mortgagetitle deeds which set forth the rights of each Bank under the mortgagesprovided for in Article 17 (Guarantee – Security Interests). The SecurityAgent will only be authorized to surrender said executory copies and titledeeds under the following conditions:

###  

•              tothe Financial Agent upon a decision of the Majority Banks to foreclose on themortgaged property;

 

•              tothe Lenders’ Agent upon a decision of the Majority Lenders to foreclose on themortgaged property;

 

•              inorder to cancel an executory copy and to issue one or more new executory copiesin the event of a sale of the rights and obligations of a Bank or a Lenderunder the Agreement or the Advances Agreement.

 

### 20.4         Each of the Banks hereby agrees to reimburse the SecurityAgent, upon receipt of proof thereof, for all expenses reasonably incurred bythe Security Agent as a result of the fulfillment of its duties and toindemnify the Security Agent for all costs, damages, expenses, fees, penaltiesor losses and for the direct consequences of any claim or any judgment madeagainst said Security Agent as a result of the exercise of its duties to theextent that the Borrowers and the Guarantor has not reimbursed the SecurityAgent under Article 16.2.

###  

### 20.5         The Security Agent will distribute any insurance indemnitiesreceived as Security Agent in 

 

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### accordance with the provisions of Article 17.2(Security Interests) paragraph (B).

###  

### 20.6         The Security Agent may resign from its duties under theAgreement at any time provided that it will give the Financial Agent and theBorrowers at least ninety (90) days prior notice.

###  

It may be dismissed fromits duties as Security Agent at any time by the Majority Banks which will notbe required to justify their decision. Subsequent to such a resignation ordismissal, the Majority Banks will designate a new Security Agent. The new Security**Agentso designated will succeed to all of the rights and obligations of thepreceding Security Agent.

 

In the event that at theend the notice period given by the Security Agent, the Majority Banks, onbehalf of the Borrowers, have not designated a new Security Agent as providedfor above or the new Security Agent so selected has not accepted this position,the out-going Security Agent will itself have the right to designate a newSecurity Agent which must be a first-tier international bank which has officesin Paris and which is capable of fulfilling the duties of the Security Agentunder the Agreement. As long as a new Security Agent has not been designatedand has not accepted its duties, the out-going Security Agent will continue tofulfill its obligations.

 

SECTION V- MISCELLANEOUS

 

ARTICLE 21 -BENEFICIARIES OF THE AGREEMENT

 

### 21.1         The Agreement binds the Borrowers and the Banks, as well astheir respective successors and assigns *(“ayants-droit”)*andeach of them is a beneficiary hereunder.

###  

### 21.2         No Borrower may sell or otherwise transfer its rightsarising under the Agreement without the prior written consent of all of theBanks.

###  

### 21.3         Each of the Banks (hereinafter the “Selling Bank”) will havethe right to sell or otherwise transfer all of its rights and obligationsarising under the Agreement, or any part thereof, for a minimum Loan amount ofthree million euros (€3,000,000) (said minimum amount will not apply to thesale or transfer of the balance of the rights and obligations of the Bank inquestion) to any other bank or banking institution with a sound reputation,provided that prior notice thereof is provided to the Financial Agent andsubject to the prior written consent of each of the Borrowers, which consentmay not be refused without valid reason, under the condition that, with respectto the Selling Bank, it will have complied with any law, regulation or practicerelating to the Borrowers identifications procedures.

###  

In the absence of aresponse within thirty (30) days beginning on the date of the receipt of theabove-mentioned notice, the Borrowers will be deemed to have consented to thetransfer which is the subject of said notification.

 

### 21.4         If a Bank wishes to sell or transfer all or part of itsrights and obligations in accordance with the provisions of Article 21.3,it must provide to the Financial Agent an act of transfer in conformance withthe model attached as Schedule IX to the Agreement, duly completed andsigned by the Bank and the buyer.

###  

As soon as said act oftransfer is so provided, it will operate as a waiver of any obligation of theBorrowers in the amount of the transferred participation and the buyer willenjoy all of the rights of and will be obligated up to the amount of theparticipation sold by the Bank under the Agreement.

 

### 21.5         The Financial Agent will maintain a register any transfersmade in accordance with Article 21.4 above, which it will make availableto the Banks and the Borrowers.

###  

### 21.6         The provisions of Article 21.3 and 21.4 above will notapply to the sale provided for in Article 5.2.

###  

ARTICLE 22 -NOTICES

 

### 22.1         Any notice, request or communication which may or must bemade pursuant to the Agreement must 

 

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### be made by letter, telex, or fax.

###  

### 22.2         Any notice, request or communication which must be made orany document which must be provided by a party to another party pursuant to theAgreement must be prepared and delivered to the address of said other party asindicated in Schedule I or in Schedule II to the Agreement and at thebeginning of this Agreement.

###  

### 22.3         Each of the parties to the Agreement may change its addressas indicated in the Agreement and must provide notice of any new address to theFinancial Agent and to each of the Borrowers.

###  

### 22.4         Any notice to the Financial Agent must be provided toCALYON, 9 quai du President Paul Doumer, 92920 La Défense, to the attention ofJean-Hervé Cariou (tel: 01.42.95.22.62 / fax: 01.41.89.18.92) and JulietteLegrand (tel: 01.41.89.13.77 / fax: 01.41.89.18.63)

###  

ARTICLE 23 - LANGUAGE

 

All of the documents,summaries, certificates and reports provided for under the Agreement or whichmust be provided in fulfillment hereof must be in French or in English. In thelatter case and to the greatest extent possible, said document must be translated into French and certifiedto be in conformity by the manager of EDL Hotels.  In the event of a discrepancy between theoriginal English text and its translation, the original English text willprevail.

 

ARTICLE 24 -EXERCISING RIGHTS - ABSENCE OF WAIVER

 

### 24.1         All of the rights granted to the Banks by the Agreement orby any other document provided in fulfillment or upon the signature of theAgreement which are rights arising as a matter of law will be cumulative andmay be exercised at any time.

###  

### 24.2         The fact that a Bank or a Borrower has not exercised a rightor does not promptly exercise any right may under no circumstances beconsidered as a waiver of that right, and the exercise of a single right or thepartial exercise thereof by the Banks or by a Borrower will not prohibit themfrom exercising the right again or in the future or from exercising any otherright.

###  

ARTICLE 25 -RENUNCIATION OF RECOURSE

 

Notwithstanding theprovisions of Article L. 221-1 of the Commercial Code (and provided thatthis does not affect or limit the scope of any other provision of theAgreement), the Financial Agent, the Security Agent and each Bank herebyindividually and collectively, expressly and irrevocably renounce:

 

(A)          any recourse which theymay have or which they believe they may have with respect to any Partner of anyof the SNC Borrowers with respect to any obligation of said SNC Borrowerpursuant to the Agreement; and

 

(B)           anyaction designed to obtain the judicial reorganization or liquidation of any ofthe SNC Borrowers.

 

However, theserenunciations do not extend to the agreement by the Partners which are Lendersto grant the Advances under the Advances Agreement.

 

ARTICLE 26 - CONFIDENTIALITY

 

### 26.1         The Financial Agent, the Security Agent and each of theBanks hereby agree:

###  

###### (A)          to consider asstrictly confidential with respect to any third party other than their buyersto the extent that these buyers have signed a confidentiality agreementsubstantially identical to the provisions of this Article 26, to theiradvisers or independent consultants (among the latter the Independent Expertand the Insurance Adviser) all information related in any manner to any of thePhase IB Documents (information, data and reports) which are made

 

44

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###### available or communicated thereto by any ofthe Borrowers, by a Disney Affiliate or by any of their agents or independentadvisers pursuant to the Agreement; and

######  

###### (B)           to notdisclose such information to a third party other than to such buyers, advisersand consultants without the prior written consent of EDL Hotels which may notbe refused without justification, with the exception of:

######  

(a)           informationwhich has become available to the public other than through a violation of theprovisions of this Article 26;

 

(b)           disclosuresrequired by applicable law;

 

(c)           disclosuresrequired by a competent court or government body;

 

(d)           when sucha disclosure is allowed under any other provision of the Agreement; and

 

(e)           disclosuresof information which become necessary to protect the interests of the FinancialAgent, the Security Agent or the Banks under the Agreement, to which EDL Hotelsmay not withhold its consent without valid reason.

 

### 26.2         The Financial Agent, the Security Agent and each of theBanks must take all reasonable steps to ensure that all confidentialinformation which they receive from the Borrowers under the Agreement and whichthis provided to their employees, advisors or independent consultants is onlyprovided to the extent necessary for the successful administration of theAgreement and, in all cases, provided that the information is kept confidentialwith respect to third parties.

###  

### 26.3         The provisions of this Article 26 will remain in forceafter the full payment of all amounts due by the Borrowers under the Agreement.

###  

### 26.4         In the event that EDL Hotels issues a certificate asprovided for under Articles 10.1(G) and 10.2(K) certifying that the provisionof certain information would result in the disclosure of confidentialinformation regarding the pricing policy and technical know-how or relates tothe operation of the Euro Disneyland Project in France and that such adisclosure to competitors might be harmful to the Project, the Financial Agentmay, by providing written notice to EDL Hotels, request that information beprovided to it, subject to the condition that the Financial Agent and each ofthe Banks which desire to receive this information must individually provide toEDL Hotels a written confidentiality agreement with substantially the sameterms as the provisions of this Article 26, but which expressly governsthe information provided at that time.

###  

### 26.5         The Banks will not acquire, under the Agreement, any rightto use, and shall not use any registered trademark, name, design, character orsymbol belonging to The Walt Disney Company or any one of its subsidiaries(including without limitation, the expressions “The Walt Disney Company”,“Disney”, “ABC”, or “ESPN”, either alone or in conjunction with or as part ofany other word or name), nor any trademark, fanciful character, design, name,logo, registered trademark, copyright or any other intellectual property rightof the Walt Disney Company or any one of its subsidiaries or affiliatedcompanies (the “Companies”): (i) in any advertising publicity or promotion,(ii) to express or imply any endorsement of any one of the Banks’ products orservices by The Walt Disney Company or the Companies, or (iii) in any othermanner (whether or not similar to the uses prohibited pursuant to subparagraphs(i) and (ii) above), except with the express written consent of The Walt DisneyCompany prior to such usage, which it may in its sole discretion refuse togive.  The provisions of the previoussentence will survive and continue to apply after any termination or expirationof the Agreement, or the determination of any mandatory or optional nullityaffecting the Agreement in whole or in part.

 

ARTICLE 27 -BORROWERS IDENTIFICATION PROCEDURES

 

27.1         If:

 

(i)            the entry into force or the modification of a law orregulation (or a change in the

 

45

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interpretation or the application of alaw or regulation) subsequent to the date of the present agreement;

 

(ii)           a change inthe status or the share ownership of a Borrower subsequent to the RestatementDate; or

 

(iii)          an assignmentor transfer contemplated by a Bank of its rights and obligations under thepresent agreement to a party which is not already a Bank

 

obliges the Financial Agent or a Bank(or, in the hypothesis of paragraph (iii) above, the new potential bank) toconform to borrowers identification procedures and it does not already hold thenecessary information, each Borrower will, upon the Financial Agent’s or theBank’s request, provide without delay or make sure to be provided, anydocumentation or other evidence reasonably requested by the Financial Agent (onits own behalf or on behalf of a Bank) or by such Bank (on its own behalf or,in the hypothesis described in paragraph (iii) above, on behalf of the newpotential Bank) in order for the Financial Agent, the relevant Bank, or in thehypothesis described in paragraph (iii) above, the new potential Bank, to beable to accomplish and consider that it has satisfactorily carried out theborrowers identification procedures required pursuant to the applicable lawsand regulations, in light of the transactions contemplated in the Agreement.

 

27.2         Each Bank willon the Financial Agent’s request provide without delay or make sure to beprovided, any documentation or other evidences reasonably requested by theFinancial Agent (on its own behalf or on behalf of a Bank) in order for theFinancial Agent to be able to accomplish and to consider that it hassatisfactorily carried out the borrowers identification procedures requiredpursuant to the applicable laws and regulations, in light of the transactionscontemplated in the Agreement.

 

ARTICLE 28 - EFFECTIVEGLOBAL INTEREST RATE

 

The parties to this Agreement expressly acknowledgesthat due to the specificity of the its provisions, it is impossible toprecisely determine the effective global interest rate applicable to the Loansin accordance with the provisions of the Consumer Code. Each Borrowernonetheless acknowledges that it has carried out all the estimates it deemsnecessary to determine the Loans global cost and acknowledge that it hasobtained all the information for that purpose. In order to comply with articlesL. 313-1 and 313-2 of the Consumer Code, an indication of the effective globalinterest rate applicable to each Loan, as an example, is given at theRestatement Date to the Borrower in question.

 

ARTICLE 29 -PARTICIPATION OF THE LENDERS’ AGENT

 

The Lenders’ Agent is participating in the Agreementin order to acknowledge all provisions of the Agreement concerning therelations between the Banks and the Lenders and to agree thereto.

 

ARTICLE 30 -PARTICIPATION OF THE DEPOSITARIES

 

The Depositaries are participating in the Agreement inorder to acknowledge all provisions of the Agreement concerning the mechanismsfor the operation of the accounts to be opened by the Borrowers and of thesecurities related thereto and to agree to comply therewith.

 

ARTICLE 31 - APPLICABLELAW - CHOICE OF FORUM 

 

### 31.1         The Agreement will be governedby French law.

###  

### 31.2         The parties to the Agreementhereby agree that any dispute arising under the Agreement and any action orproceeding based on the Agreement or relating thereto may only be submitted,with the exception of any courts to which the law grants exclusivejurisdiction, to the Commercial Court of Paris and, by signing the Agreement,each Borrower, each Bank and the Guarantor expressly and irrevocably accept theexclusive competence of the Commercial Court of Paris to resolve such disputes,actions or proceedings.

 

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Amendedand Restated in Paris

atthe Restatement Date.

 

47

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**Schedule I**

**The Banks *(Banques)***

 
| ** **                                                     | ** ** | **UNDERTAKINGS (In €)** | ** ** | ** **           | ** ** |
|----------------------------------------------------------------|------------|------------------------------|------------|----------------------|------------|
| **BANKS**                                                      | ** ** | **Crédit  SNC**         | ** ** | **Crédit  SCA** | ** ** | **TOTAL** | ** ** |
| **BANCO DE SABADELL**                                          |       | 1 857 040.31                 |       | 324 679.66           |       | 2 181 719.97 |   |
| 153 rue de Courcelles                                          |       |                         |       |                 |       |   |   |
| 75817 Paris Cedex 17                                           |       |                         |       |                 |       |   |   |
| Tel : 33 1 44 29 12 50                                         |       |                         |       |                 |       |   |   |
| Fax : 33 1 44 29 12 69                                         |       |                         |       |                 |       |   |   |
| To the attention of: Carlos DALMAU                             |       |                         |       |                 |       |   |   |
|                                                           |       |                         |       |                 |       |   |   |
| **BANK OF AMERICA NA LONDRES**                                 |       | 6 059 953.55                 |       | 1 059 505.08         |       | 7 119 458.63 |   |
| 1 Alle Street                                                  |       |                         |       |                 |       |   |   |
| London E1 8DE                                                  |       |                         |       |                 |       |   |   |
| United Kingdom                                                 |       |                         |       |                 |       |   |   |
| Tel : 44 207 174 40 00 / 44 207 459 13 11                      |       |                         |       |                 |       |   |   |
| Fax : 44 207 634 49 68                                         |       |                         |       |                 |       |   |   |
| To the attention of: Peter Young / Eric G. Clause              |       |                         |       |                 |       |   |   |
|                                                           |       |                         |       |                 |       |   |   |
| **BANQUE SANPAOLO PARIS**                                      |       | 2 886 885.08                 |       | 504 734.79           |       | 3 391 619.87 |   |
| 52 avenue Hoche                                                |       |                         |       |                 |       |   |   |
| 75383 Paris cedex 08                                           |       |                         |       |                 |       |   |   |
| Tel : 33 1 47 54 46 42 / 33 1 47 54 45 86                      |       |                         |       |                 |       |   |   |
| To the attention of: Hervé Le Gall / Jean-Paul Rigal      |       |                         |       |                 |       |   |   |
|                                                           |       |                         |       |                 |       |   |   |
| **BARCLAYS BANK PLC**                                          |       | 1 984 533.84                 |       | 346 970.26           |       | 2 331 504.10 |   |
| 5 the North Colonnade                                          |       |                         |       |                 |       |   |   |
| Canary Wharf                                                   |       |                         |       |                 |       |   |   |
| London E14 4BB                                                 |       |                         |       |                 |       |   |   |
| United Kingdom                                                 |       |                         |       |                 |       |   |   |
| Tel : 44 207 773 64 36 / 44 207 7732 64 41                     |       |                         |       |                 |       |   |   |
| Fax : 44 207 516 97 91                                         |       |                         |       |                 |       |   |   |
| To the attention of: Mark Williams / Zaki Bano                 |       |                         |       |                 |       |   |   |
|                                                           |       |                         |       |                 |       |   |   |
| **BAYERISCHE HYPO-UND VEREINSBANK AG, PARIS**                  |       | 2 684 225.04                 |       | 469 302.29           |       | 3 153 527.33 |   |
| 34 rue Pasquier                                                |       |                         |       |                 |       |   |   |
| 75008 Paris                                                    |       |                         |       |                 |       |   |   |
| Tel : 49 89 378 44 249                                         |       |                         |       |                 |       |   |   |
| Fax : 49 89 378 26 293                                         |       |                         |       |                 |       |   |   |
| To the attention of: Irène ACKERMANN                      |       |                         |       |                 |       |   |   |
|                                                           |       |                         |       |                 |       |   |   |
| **BNP PARIBAS**                                                |       | 4 393 085.98                 |       | 768 074.69           |       | 5 161 160.67 |   |
| 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                                         |       |                         |       |                 |       |   |   |
| To the attention of: Martine Aubert / Olivier Jean             |       |                         |       |                 |       |   |   |
|                                                           |       |                         |       |                 |       |   |   |
| **BQ FEDERATIVE CREDIT MUTUEL**                                |       | 1 568 959.28                 |       | 274 312.39           |       | 1 843 271.67 |   |
| **6, rue de Ventadour**                                        |       |                         |       |                 |       |   |   |
| **75001 Paris**                                                |       |                         |       |                 |       |   |   |
| Tel : 33 1 45 96 96 16 / 33 1 44 58 35 78                      |       |                         |       |                 |       |   |   |
| Fax : 33 1 44 58 51 47                                         |       |                         |       |                 |       |   |   |
| To the attention of: Francis Boubazine / Eric G. Clause        |       |                         |       |                 |       |   |   |
|                                                           |       |                         |       |                 |       |   |   |
| **CALYON**                                                     |       | 2 510 334.85                 |       | 768 074.68           |       | 3 278 409.53 |   |
| 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                                         |       |                         |       |                 |       |   |   |
| To the attention of: Jean-Hervé CARIOU / Patrick Savignac |       |                         |       |                 |       |   |   |

 

48

----

 
| ** **                                                 | ** ** | **UNDERTAKINGS (In €)** | ** ** | ** **           | ** ** |
|------------------------------------------------------------|------------|------------------------------|------------|----------------------|------------|
| **BANKS**                                                  | ** ** | **Crédit  SNC**         | ** ** | **Crédit  SCA** | ** ** | **TOTAL** | ** ** |
| **CITIBANK NA**                                            |       | 4 393 085.97                 |       | 438 899.82           |       | 4 831 985.79 |   |
| Schroder Salomon Smith Barney                              |       |                         |       |                 |       |   |   |
| Citigroup Center                                           |       |                         |       |                 |       |   |   |
| 9th Floor, CGC-09-03                                       |       |                         |       |                 |       |   |   |
| 33 Canada Square                                           |       |                         |       |                 |       |   |   |
| Canary Wharf                                               |       |                         |       |                 |       |   |   |
| London E14 5LB                                             |       |                         |       |                 |       |   |   |
| United Kingdom                                             |       |                         |       |                 |       |   |   |
| Tel : 44 207 986 60 11                                     |       |                         |       |                 |       |   |   |
| Fax : 44 207 986 82 76                                     |       |                         |       |                 |       |   |   |
| To the attention of: Paul Taylor                           |       |                         |       |                 |       |   |   |
|                                                       |       |                         |       |                 |       |   |   |
| **CREDIT INDUSTRIEL ET  COMMERCIAL**                       |       | 4 636 447.68                 |       | 810 623.35           |       | 5 447 071.03 |   |
| DFS / Project Finance                                      |       |                         |       |                 |       |   |   |
| 4 rue Gaillon                                              |       |                         |       |                 |       |   |   |
| 75002 Paris                                                |       |                         |       |                 |       |   |   |
| Tel : 33 1 42 66 70 12                                     |       |                         |       |                 |       |   |   |
| Fax : 33 1 42 66 78 38                                     |       |                         |       |                 |       |   |   |
| To the attention of: Jean-Bruno DUFOUR                     |       |                         |       |                 |       |   |   |
|                                                       |       |                         |       |                 |       |   |   |
| **CREDIT SUISSE FIRST BOSTON ZURICH**                      |       | 4 236 190.06                 |       | 740 643.45           |       | 4 976 833.51 |   |
| PO Box 900                                                 |       |                         |       |                 |       |   |   |
| CH-8070 Zurich                                             |       |                         |       |                 |       |   |   |
| Switzerland                                                |       |                         |       |                 |       |   |   |
| Tel : 41 1 333 57 42                                       |       |                         |       |                 |       |   |   |
| Fax : 41 1 333 63 05                                       |       |                         |       |                 |       |   |   |
| To the attention of: Hans Brunner                          |       |                         |       |                 |       |   |   |
|                                                       |       |                         |       |                 |       |   |   |
| **Caisse d’Epargne et de  Prévoyance IDF Paris** |       | 5 835 271.84                 |       | 1 020 222.37         |       | 6 855 494.21 |   |
| Crédit et Financements  Spécialisés         |       |                         |       |                 |       |   |   |
| 19 rue du Louvre                                           |       |                         |       |                 |       |   |   |
| 75001 Paris                                                |       |                         |       |                 |       |   |   |
| Tel : 33 1 40 41 35 28 / 33 1 40 41 30 58                  |       |                         |       |                 |       |   |   |
| Fax : 33 1 40 41 30 05                                     |       |                         |       |                 |       |   |   |
| To the attention of: Fabien Frappart / Fabien Neufinck     |       |                         |       |                 |       |   |   |
|                                                       |       |                         |       |                 |       |   |   |
| **DEUTSCHE BANK AG LONDON**                                |       | 12 924 480.39                |       | 2 259 679.47         |       | 15 184 159.86 |   |
| Winchester House                                           |       |                         |       |                 |       |   |   |
| 1 Great Winchester Street                                  |       |                         |       |                 |       |   |   |
| London EC2N 2DB                                            |       |                         |       |                 |       |   |   |
| United Kingdom                                             |       |                         |       |                 |       |   |   |
| Tel : 44 207 547 24 00                                     |       |                         |       |                 |       |   |   |
| Fax : 44 113 336 2010                                      |       |                         |       |                 |       |   |   |
| A l’attentio de : Fraser  Mc Gee                      |       |                         |       |                 |       |   |   |
|                                                       |       |                         |       |                 |       |   |   |
| **DRESDNER BANK FRANKFURT**                                |       | 7 877 616.98                 |       | 1 377 300.20         |       | 9 254 917.18 |   |
| C&M Risk Management                                    |       |                         |       |                 |       |   |   |
| Credit Consultancy Germany                                 |       |                         |       |                 |       |   |   |
| Platz der Einheit 2,                                       |       |                         |       |                 |       |   |   |
| 23rd Floor                                                 |       |                         |       |                 |       |   |   |
| 60327 Frankfurt                                            |       |                         |       |                 |       |   |   |
| Germany                                                    |       |                         |       |                 |       |   |   |
| Tel : 49 69 263 53 386 49 69 263 562 64                    |       |                         |       |                 |       |   |   |
| Fax : 49 69 263 81 789                                     |       |                         |       |                 |       |   |   |
| To the attention of: Josef Haudum / Volker Happel          |       |                         |       |                 |       |   |   |
|                                                       |       |                         |       |                 |       |   |   |
| **GOLDMAN SACHS PARIS INC ET  CIE**                        |       | 5 983 036.29                 |       | 1 046 057.09         |       | 7 029 093.38 |   |
| 2 rue de Thann                                             |       |                         |       |                 |       |   |   |
| 75017 Paris                                                |       |                         |       |                 |       |   |   |
| Tel : 44 207 552 3881 / 44 207 774 1045                    |       |                         |       |                 |       |   |   |
| Fax : 44 207 552 7070                                      |       |                         |       |                 |       |   |   |
| To the attention of: Caroline Maw / Sally Haynes           |       |                         |       |                 |       |   |   |
|                                                       |       |                         |       |                 |       |   |   |
| **MERRILL LYNCH CAPITAL MARKETS BANK LTD**                 |       | 1 073 536.39                 |       | 187 694.06           |       | 1 261 230.45 |   |
| Treasury Building                                          |       |                         |       |                 |       |   |   |
| Lower Grand Canal Street                                   |       |                         |       |                 |       |   |   |
| Dublin 2                                                   |       |                         |       |                 |       |   |   |
| Ireland                                                    |       |                         |       |                 |       |   |   |
| Tel : 353 1 605 85 00                                      |       |                         |       |                 |       |   |   |
| Fax : 353 1 605 8501                                       |       |                         |       |                 |       |   |   |
| To the attention of: Lee Halla                             |       |                         |       |                 |       |   |   |

 

49

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| ** **                                                     | ** ** | **UNDERTAKINGS (In €)** | ** ** | ** **          | ** ** |
|----------------------------------------------------------------|------------|------------------------------|------------|---------------------|------------|
| **BANKS**                                                      | ** ** | **Crédit  SNC**         | ** ** | **Crédit SCA** | ** ** | **TOTAL** | ** ** |
| **MIZUHO CORPORATE & BANKING CO LTD**                      |       | 4 236 190.06                 |       | 740 643.45          |       | 4 976 833.51 |   |
| 2-1 Yaesu 1-Chrome                                             |       |                         |       |                |       |   |   |
| Chuo-Ku                                                        |       |                         |       |                |       |   |   |
| Tokyo                                                          |       |                         |       |                |       |   |   |
| Japan                                                          |       |                         |       |                |       |   |   |
| Tel : 813 32 74 93 48                                          |       |                         |       |                |       |   |   |
| Fax : 813 32 74 94 87                                          |       |                         |       |                |       |   |   |
| To the attention of: Takuya Nishizono / Takuichiro Jo          |       |                         |       |                |       |   |   |
|                                                           |       |                         |       |                |       |   |   |
| **MORGAN STANLEY INTERNATIONAL BANK LTD**                      |       | 8 169 380.58                 |       | 1 428 311.32        |       | 9 597 691.90 |   |
| 25 Cabot Square                                                |       |                         |       |                |       |   |   |
| Canary Wharf                                                   |       |                         |       |                |       |   |   |
| London E14 4QA                                                 |       |                         |       |                |       |   |   |
| United Kingdom                                                 |       |                         |       |                |       |   |   |
| Tel : 44 207 677 7974                                          |       |                         |       |                |       |   |   |
| Fax : 44 207 677 3901                                          |       |                         |       |                |       |   |   |
| To the attention of: Brian Cripps                              |       |                         |       |                |       |   |   |
|                                                           |       |                         |       |                |       |   |   |
| **NATEXIS BANQUES POPULAIRES**                                 |       | 13 761 469.28                |       | 2 406 016.23        |       | 16 167 485.51 |   |
| 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                                         |       |                         |       |                |       |   |   |
| To the attention of: Régine Allombert-Blanc / Eric Piette |       |                         |       |                |       |   |   |
|                                                           |       |                         |       |                |       |   |   |
| **SANTANDER CENTAL HISPANO LONDON**                            |       | 5 965 789.36                 |       | 1 043 041.68        |       | 7 008 831.04 |   |
| Santander House                                                |       |                         |       |                |       |   |   |
| 100 Ludgate House                                              |       |                         |       |                |       |   |   |
| London EC4M 7NJ                                                |       |                         |       |                |       |   |   |
| Tel : 44 207 332 77 81                                         |       |                         |       |                |       |   |   |
| Fax : 44 207 332 74 21                                         |       |                         |       |                |       |   |   |
| To the attention of: Jim Inches                                |       |                         |       |                |       |   |   |
| **TOTAL**                                                      | ** ** | **103 037 512.80**           | ** ** | **18 014 786.33**   | ** ** | **121 052 299.13** | ** ** |

 

50

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**Schedule II**The Depositaries (Dépositaires)

 
| **Names**       | ** ** | **Addresses**                                                        |
|-----------------|------------|----------------------------------------------------------------------|
| **CALYON**      |       | 9 quai du Président Paul  Doumer, 92920  Paris, La Défense |
| ** **      |       |                                                                 |
| **BNP PARIBAS** |       | 16 boulevard des Italiens, 75009 Paris                               |

 

51

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**Schedule III**Interest Period Determination Request *(Demandede fixation de période d’intérêt)*

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

 

**A model form of letter froma Borrower to CALYON in order to determine a new Interest Period in accordancewith the provisions of article 3.2 of the Agreement.]**

 

52

----

 

**ScheduleIV****Depositaries Accession *(Acte d’adhésion desDépositaires)***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

 

**A model form ofDepositaries’ deed of accession to the Credit Agreement dated 25 March 1991, tothe Partners’ Advance Agreement dated 25 March 1991 and to the IntercreditorAgreement to be executed by any new Depositary.]**

 

53

----

 

**Schedule V**Insurance Provisions *(Dispositions sur lesAssurances)*

 

**Part One(I)General provisions**

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

 

**A document stating thegeneral provisions related to insurance of Phase IB assets setting forthdefinitions, guarantees, information relating to the insurance, events ofdefault, allocation of indemnities and security interests and delegations.]**

 

54

----

 

**Schedule V**

 

**Part Two(II)Insurances related to the Operation Phase (*Assurances relatives à laPhase d’Exploitation)***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

 

**A document stating thespecific provisions regarding insurance in connection with the Operation Phase,notably material damages, civil liability, ancillary insurance and operatinglosses.]**

 

55

----

 

**Schedule V**

 

**Part Three (III)Mandatory Amendment *(Avenant obligatoire)***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

 

**A document stating theprovisions of a Mandatory Amendment that must be added to any insurance policyof the Borrowers relating to Phase IB, notably a delegation clause in the eventof material damages insurance, decennial liability insurance and operatinglosses insurance, and civil liability insurance.]**

 

56

----

 

**Certificate of insurance**

***(Formule d’attestation que les courtiersd’assurance qui assurent pour le compte des Emprunteurs doiventaddresser à l’Agent du Crédit et à l’Agent des Prêteurs)***

 

**[This Schedule only exists inFrench and absent a translation into English is summarized as follows:**

 

**A model form of thecertificate that the insurance brokers insuring for the account of theBorrowers must send to the Financial Agent and to the Lenders’ Agent, with anotice of delegation attached whereby the Borrowers delegate the insurancebroker for the payment of any insurance indemnities, in favor of the Banks.]**

 

57

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**Schedule VI****Loan Repayment Schedule *(Echéancier deremboursement des prêts)***

 

**(amount in euros)**

 

**Amortization Schedule for Credit IB - Credit SCA +Credit SNC**

 
| **Date**   | ** ** | **Amortization**             | ** ** | **Total before  Amortization** | ** ** |
|------------|------------|------------------------------|------------|--------------------------------|------------|
| 05/05/2008 |       | 5 043 845.81                 |       | 121 052 299.13                 |       |
| 05/08/2008 |       | 5 043 845.81                 |       | 116 008 453.32                 |       |
| 05/11/2008 |       | 5 043 845.81                 |       | 110 964 607.51                 |       |
| 05/02/2009 |       | 5 043 845.81                 |       | 105 920 761.70                 |       |
| 05/05/2009 |       | 5 043 845.81                 |       | 100 876 915.89                 |       |
| 05/08/2009 |       | 5 043 845.81                 |       | 95 833 070.08                  |       |
| 05/11/2009 |       | 5 043 845.81                 |       | 90 789 224.27                  |       |
| 05/02/2010 |       | 5 043 845.81                 |       | 85 745 378.46                  |       |
| 05/05/2010 |       | 5 043 845.81                 |       | 80 701 532.65                  |       |
| 05/08/2010 |       | 5 043 845.81                 |       | 75 657 686.84                  |       |
| 05/11/2010 |       | 5 043 845.81                 |       | 70 613 841.03                  |       |
| 07/02/2011 |       | 5 043 845.81                 |       | 65 569 995.22                  |       |
| 05/05/2011 |       | 5 043 845.81                 |       | 60 526 149.41                  |       |
| 05/08/2011 |       | 5 043 845.81                 |       | 55 482 303.60                  |       |
| 07/11/2011 |       | 5 043 845.81                 |       | 50 438 457.79                  |       |
| 06/02/2012 |       | 5 043 845.81                 |       | 45 394 611.98                  |       |
| 07/05/2012 |       | 5 043 845.81                 |       | 40 350 766.17                  |       |
| 06/08/2012 |       | 5 043 845.81                 |       | 35 306 920.36                  |       |
| 05/11/2012 |       | 30 263 074.55                |       | 30 263 074.55                  |       |
| **TOTAL**  | ** ** | **121 052 299.13** | ** ** | ** **                     | ** ** |

 

**AmortizationSchedule for Credit IB - Credit SCA**

 
| **Date**   | ** ** | **Amortization**   | ** ** | **Total before  Amortization** | ** ** |
|------------|------------|--------------------|------------|--------------------------------|------------|
| 05/05/2008 |       | 750 616.10         |       | 18 014 786.33                  |       |
| 05/08/2008 |       | 750 616.10         |       | 17 264 170.23                  |       |
| 05/11/2008 |       | 750 616.10         |       | 16 513 554.13                  |       |
| 05/02/2009 |       | 750 616.10         |       | 15 762 938.03                  |       |
| 05/05/2009 |       | 750 616.10         |       | 15 012 321.93                  |       |
| 05/08/2009 |       | 750 616.10         |       | 14 261 705.83                  |       |
| 05/11/2009 |       | 750 616.10         |       | 13 511 089.73                  |       |
| 05/02/2010 |       | 750 616.10         |       | 12 760 473.63                  |       |
| 05/05/2010 |       | 750 616.10         |       | 12 009 857.53                  |       |
| 05/08/2010 |       | 750 616.10         |       | 11 259 241.43                  |       |
| 05/11/2010 |       | 750 616.10         |       | 10 508 625.33                  |       |
| 07/02/2011 |       | 750 616.10         |       | 9 758 009.23                   |       |
| 05/05/2011 |       | 750 616.10         |       | 9 007 393.13                   |       |
| 05/08/2011 |       | 750 616.10         |       | 8 256 777.03                   |       |
| 07/11/2011 |       | 750 616.10         |       | 7 506 160.93                   |       |
| 06/02/2012 |       | 750 616.10         |       | 6 755 544.83                   |       |
| 07/05/2012 |       | 750 616.10         |       | 6 004 928.73                   |       |
| 06/08/2012 |       | 750 616.10         |       | 5 254 312.63                   |       |
| 05/11/2012 |       | 4 503 696.53       |       | 4 503 696.53                   |       |
| **TOTAL**  | ** ** | **18  014 786.33** | ** ** | ** **                     | ** ** |

 

58

----

 

**AmortizationSchedule for Credit IB - Credit SNC**

 
| ** ** | ** ** | **Crédit SNC** | ** ** | **Hôtel New York Associés SNC** | ** ** | **Hôtel Newport Bay Club Associés SNC** | ** ** | **Hôtel Sequoia Lodge Associés SNC** | ** ** |
|------------|------------|---------------------|------------|-------------------------------------------|------------|---------------------------------------------------|------------|------------------------------------------------|------------|
| **Date**   | ** ** | **Amortization**    | ** ** | **Total before Amortization**             | ** ** | **Amortization**                                  | ** ** | **Total before Amortization**                  | ** ** | **Amortization** | ** ** | **Total before Amortization** | ** ** | **Amortization** | ** ** | **Total before Amortization** | ** ** |
| 05/05/2008 |       | 4 293 229.71        |       | 103 037 512.80                            |       | 916 136.56                                        |       | 21 987 277.38                                  |       | 831 451.67 |   | 19 954 839.96 |   | 734 539.59 |   | 17 628 950.03 |   |
| 05/08/2008 |       | 4 293 229.71        |       | 98 744 283.09                             |       | 916 136.56                                        |       | 21 071 140.82                                  |       | 831 451.67 |   | 19 123 388.29 |   | 734 539.59 |   | 16 894 410.44 |   |
| 05/11/2008 |       | 4 293 229.71        |       | 94 451 053.38                             |       | 916 136.56                                        |       | 20 155 004.26                                  |       | 831 451.67 |   | 18 291 936.62 |   | 734 539.59 |   | 16 159 870.85 |   |
| 05/02/2009 |       | 4 293 229.71        |       | 90 157 823.67                             |       | 916 136.56                                        |       | 19 238 867.70                                  |       | 831 451.67 |   | 17 460 484.95 |   | 734 539.59 |   | 15 425 331.26 |   |
| 05/05/2009 |       | 4 293 229.71        |       | 85 864 593.96                             |       | 916 136.56                                        |       | 18 322 731.14                                  |       | 831 451.67 |   | 16 629 033.28 |   | 734 539.59 |   | 14 690 791.67 |   |
| 05/08/2009 |       | 4 293 229.71        |       | 81 571 364.25                             |       | 916 136.56                                        |       | 17 406 594.58                                  |       | 831 451.67 |   | 15 797 581.61 |   | 734 539.59 |   | 13 956 252.08 |   |
| 05/11/2009 |       | 4 293 229.71        |       | 77 278 134.54                             |       | 916 136.56                                        |       | 16 490 458.02                                  |       | 831 451.67 |   | 14 966 129.94 |   | 734 539.59 |   | 13 221 712.49 |   |
| 05/02/2010 |       | 4 293 229.71        |       | 72 984 904.83                             |       | 916 136.56                                        |       | 15 574 321.46                                  |       | 831 451.67 |   | 14 134 678.27 |   | 734 539.59 |   | 12 487 172.90 |   |
| 05/05/2010 |       | 4 293 229.71        |       | 68 691 675.12                             |       | 916 136.56                                        |       | 14 658 184.90                                  |       | 831 451.67 |   | 13 303 226.60 |   | 734 539.59 |   | 11 752 633.31 |   |
| 05/08/2010 |       | 4 293 229.71        |       | 64 398 445.41                             |       | 916 136.56                                        |       | 13 742 048.34                                  |       | 831 451.67 |   | 12 471 774.93 |   | 734 539.59 |   | 11 018 093.72 |   |
| 05/11/2010 |       | 4 293 229.71        |       | 60 105 215.70                             |       | 916 136.56                                        |       | 12 825 911.78                                  |       | 831 451.67 |   | 11 640 323.26 |   | 734 539.59 |   | 10 283 554.13 |   |
| 05/02/2011 |       | 4 293 229.71        |       | 55 811 985.99                             |       | 916 136.56                                        |       | 11 909 775.22                                  |       | 831 451.67 |   | 10 808 871.59 |   | 734 539.59 |   | 9 549 014.54 |   |
| 05/05/2011 |       | 4 293 229.71        |       | 51 518 756.28                             |       | 916 136.56                                        |       | 10 993 638.66                                  |       | 831 451.67 |   | 9 977 419.92 |   | 734 539.59 |   | 8 814 474.95 |   |
| 05/08/2011 |       | 4 293 229.71        |       | 47 225 526.57                             |       | 916 136.56                                        |       | 10 077 502.10                                  |       | 831 451.67 |   | 9 145 968.25 |   | 734 539.59 |   | 8 079 935.36 |   |
| 05/11/2011 |       | 4 293 229.71        |       | 42 932 296.86                             |       | 916 136.56                                        |       | 9 161 365.54                                   |       | 831 451.67 |   | 8 314 516.58 |   | 734 539.59 |   | 7 345 395.77 |   |
| 05/02/2012 |       | 4 293 229.71        |       | 38 639 067.15                             |       | 916 136.56                                        |       | 8 245 228.98                                   |       | 831 451.67 |   | 7 483 064.91 |   | 734 539.59 |   | 6 610 856.18 |   |
| 05/05/2012 |       | 4 293 229.71        |       | 34 345 837.44                             |       | 916 136.56                                        |       | 7 329 092.42                                   |       | 831 451.67 |   | 6 651 613.24 |   | 734 539.59 |   | 5 876 316.59 |   |
| 05/08/2012 |       | 4 293 229.71        |       | 30 052 607.73                             |       | 916 136.56                                        |       | 6 412 955.86                                   |       | 831 451.67 |   | 5 820 161.57 |   | 734 539.59 |   | 5 141 777.00 |   |
| 05/11/2012 |       | 25 759 378.02       |       | 25 759 378.02                             |       | 5 496 819.30                                      |       | 5 496 819.30                                   |       | 4 988 709.90 |   | 4 988 709.90 |   | 4 407 237.41 |   | 4 407 237.41 |   |
| **TOTAL**  | ** ** | **103 037 512.80**  | ** ** | ** **                                | ** ** | **21 987 277.38**                                 | ** ** | ** **                                     | ** ** | **19 954 839.96** | ** ** | ** ** | ** ** | **17 628 950.03** | ** ** | ** ** | ** ** |

 
| ** ** | ** ** | **Cheyenne Hôtel Associés SNC** | ** ** | **Hôtel Santa Fe Associés SNC** | ** ** | **Centre de Divertissements  Associés SNC** | ** ** |
|------------|------------|-------------------------------------------|------------|-------------------------------------------|------------|--------------------------------------------------|------------|
| **Date**   | ** ** | **Amortization**                          | ** ** | **Total before Amortization**             | ** ** | **Amortization**                                 | ** ** | **Total before Amortization** | ** ** | **Amortization** | ** ** | **Total before Amortization** | ** ** |
| 05/05/2008 |       | 496 561.41                                |       | 11 917 473.89                             |       | 535 054.55                                       |       | 12 841 309.06 |   | 779 485.94 |   | 18 707 662.48 |   |
| 05/08/2008 |       | 496 561.41                                |       | 11 420 912.48                             |       | 535 054.55                                       |       | 12 306 254.51 |   | 779 485.94 |   | 17 928 176.54 |   |
| 05/11/2008 |       | 496 561.41                                |       | 10 924 351.07                             |       | 535 054.55                                       |       | 11 771 199.96 |   | 779 485.94 |   | 17 148 690.60 |   |
| 05/02/2009 |       | 496 561.41                                |       | 10 427 789.66                             |       | 535 054.55                                       |       | 11 236 145.41 |   | 779 485.94 |   | 16 369 204.66 |   |
| 05/05/2009 |       | 496 561.41                                |       | 9 931 228.25                              |       | 535 054.55                                       |       | 10 701 090.86 |   | 779 485.94 |   | 15 589 718.72 |   |
| 05/08/2009 |       | 496 561.41                                |       | 9 434 666.84                              |       | 535 054.55                                       |       | 10 166 036.31 |   | 779 485.94 |   | 14 810 232.78 |   |
| 05/11/2009 |       | 496 561.41                                |       | 8 938 105.43                              |       | 535 054.55                                       |       | 9 630 981.76 |   | 779 485.94 |   | 14 030 746.84 |   |
| 05/02/2010 |       | 496 561.41                                |       | 8 441 544.02                              |       | 535 054.55                                       |       | 9 095 927.21 |   | 779 485.94 |   | 13 251 260.90 |   |
| 05/05/2010 |       | 496 561.41                                |       | 7 944 982.61                              |       | 535 054.55                                       |       | 8 560 872.66 |   | 779 485.94 |   | 12 471 774.96 |   |
| 05/08/2010 |       | 496 561.41                                |       | 7 448 421.20                              |       | 535 054.55                                       |       | 8 025 818.11 |   | 779 485.94 |   | 11 692 289.02 |   |
| 05/11/2010 |       | 496 561.41                                |       | 6 951 859.79                              |       | 535 054.55                                       |       | 7 490 763.56 |   | 779 485.94 |   | 10 912 803.08 |   |
| 05/02/2011 |       | 496 561.41                                |       | 6 455 298.38                              |       | 535 054.55                                       |       | 6 955 709.01 |   | 779 485.94 |   | 10 133 317.14 |   |
| 05/05/2011 |       | 496 561.41                                |       | 5 958 736.97                              |       | 535 054.55                                       |       | 6 420 654.46 |   | 779 485.94 |   | 9 353 831.20 |   |
| 05/08/2011 |       | 496 561.41                                |       | 5 462 175.56                              |       | 535 054.55                                       |       | 5 885 599.91 |   | 779 485.94 |   | 8 574 345.26 |   |
| 05/11/2011 |       | 496 561.41                                |       | 4 965 614.15                              |       | 535 054.55                                       |       | 5 350 545.36 |   | 779 485.94 |   | 7 794 859.32 |   |
| 05/02/2012 |       | 496 561.41                                |       | 4 469 052.74                              |       | 535 054.55                                       |       | 4 815 490.81 |   | 779 485.94 |   | 7 015 373.38 |   |
| 05/05/2012 |       | 496 561.41                                |       | 3 972 491.33                              |       | 535 054.55                                       |       | 4 280 436.26 |   | 779 485.94 |   | 6 235 887.44 |   |
| 05/08/2012 |       | 496 561.41                                |       | 3 475 929.92                              |       | 535 054.55                                       |       | 3 745 381.71 |   | 779 485.94 |   | 5 456 401.50 |   |
| 05/11/2012 |       | 2 979 368.51                              |       | 2 979 368.51                              |       | 3 210 327.16                                     |       | 3 210 327.16 |   | 4 676 915.56 |   | 4 676 915.56 |   |
| **TOTAL**  | ** ** | **11 917 473.89**                         | ** ** | ** **                                | ** ** | **12 841 309.06**                                | ** ** | ** ** | ** ** | **18 707 662.48** | ** ** | ** ** | ** ** |

 

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**Schedule VII****Certificate of the Independent Expert *(Attestationde l’Expert)***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

 

**A model form of EDL HotelsS.C.A. regarding the calculation of the Ratios, to be delivered with the Expert’sreport to CALYON as the Financial Agent and the Lender’s Agent certificatepursuant to the Phase IB Credit Agreement and to the Phase IB Partners’ AdvanceAgreement.**

 

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**ScheduleVIII (A)****Pledge instrument for the SCA Loan Account *(Actede nantissement du Compte Prêt SCA)***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

 

**A model form of agreementbetween EDL Hotels S.C.A. and CALYON to be used by EDL Hotels SCA to pledge itsSCA Loan Account in favour of CALYON for the benefit of the Banks and Lenders.**

 

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**ScheduleVIII (B)****Pledge instrument for the SNC Loan Account *(Actede nantissement du Compte Prêt SNC)***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

 

**A model form of agreementbetween Hotel New York Associés S.N.C., Newport Bay Club Associés S.N.C.,Sequoia Lodge Associés S.N.C., Cheyenne Hotel Associés S.N.C., Hotel Santa FeAssociés S.N.C., Centre de divertissements Associés S.N.C. (the SNC Borrowers)and CALYON to be used by the SNC Borrowers to pledge their SNC Loan Account infavour of CALYON for the benefit of the Banks and Lenders.**

 

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**Schedule VIII (C)****Cash pledge instrument for SCA Designated Account**

***(Acte de nantissement des ComptesDésignés SCA Espèces)***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

 

**A model form of agreementbetween EDL Hotels S.C.A . and CALYON to be used by EDL Hotels SCA to pledgeits SCA Designated Cash Accounts in favour of CALYON for the benefit of theBanks and Lenders.]**

 

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**Schedule VIII (D)****Cash pledge instrument for SNC Designated Account**

***(Acte de nantissement des ComptesDésignés SNC Espèces)***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

 

**A model form of agreementbetween Hotel New York Associés S.N.C., Newport Bay Club Associés S.N.C.,Sequoia Lodge Associés S.N.C., Cheyenne Hotel Associés S.N.C., Hotel Santa FeAssociés S.N.C., Centre de divertissements Associés S.N.C. (the SNC Borrowers).and CALYON to be used by the SNC Borrowers to pledge their SNC Designated CashAccounts in favour of CALYON for the benefit of the Banks and Lenders]**

 

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**Schedule VIII (E)****Master pledge instrument for securities SCA Designated Account**

**(*Convention cadre denantissement Comptes Désignés SCA Titres (instruments financiers))***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

 

**A model form of masteragreement between EDL Hotels S.C.A. and CALYON to be used by EDL Hotels SCA topledge its securities SCA Designated Account in favour of CALYON for thebenefit of the Banks and the Lenders.  Apledge declaration of the Securities Accounts and two pledge certificates ofthe Securities Accounts are also attached as schedules to this agreement.]**

 

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**ScheduleVIII (F)****Master pledge instrument for securities SNC Designated Account (financialinstruments)(*Convention cadre de nantissement Comptes DésignésSNC Titres (instruments financiers))***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

 

**A model form of masteragreement between Hotel New York Associés S.N.C., Newport Bay Club AssociésS.N.C., Sequoia Lodge Associés S.N.C., Cheyenne Hotel Associés S.N.C., HotelSanta Fe Associés S.N.C., Centre de divertissements Associés S.N.C. (the SNCBorrowers). and CALYON to be used by the SNC Borrowers to pledge theirsecurities SNC Designated Account in favour of CALYON for the benefit of theBanks and the Lenders. A pledge declaration of the Securities Accounts and twopledge certificates of the Securities Accounts are also attached as schedulesto this agreement.]**

 

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**Schedule VIII (G)****Instrument for the pledge of receivables generated by the Development Agreement(*Nantissement descréances resultant du Contrat de Promotion)***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

 

**A model form of agreementbetween Hotel New York Associés S.N.C., Newport Bay Club Associés S.N.C.,Sequoia Lodge Associés S.N.C., Cheyenne Hotel Associés S.N.C., Hotel Santa FeAssociés S.N.C., Centre de divertissements Associés S.N.C. (the Borrowers SNC).and CALYON to be used by the Borrowers S.N.C. to pledge their receivablesgenerated by the Development Agreement in favour of CALYON for the benefit ofthe Banks and Lenders.**

 

67

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**Schedule VIII (H)****Master pledge instrument for SCA Designated Accounts (other securities)**

**(*Convention cadre denantissement Comptes désignés SCA (autres valeurs mobilières et titres))***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

 

**A model form of masteragreement between EDL Hotels S.C.A. and CALYON to be used by EDL Hotels SCA topledge its SCA Designated Accountsin favour of CALYON for the benefitof the Banks and the Lenders.  A pledgeagreement and a pledge certificate are also attached as Schedules to this document.]**

 

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**Schedule VIII (I)****Master pledge instrument for SNC Designated Accounts (other securities)**

**(*Convention cadre denantissement Comptes désignés SNC (autres valeurs mobilières et titres))***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

 

**A model form of masteragreement between Hotel New York Associés S.N.C., Newport Bay Club AssociésS.N.C., Sequoia Lodge Associés S.N.C., Cheyenne Hotel Associés S.N.C., HotelSanta Fe Associés S.N.C., Centre de Divertissements Associés S.N.C. (together,the SNC Borrowers). and CALYON to be used by the SNC Borrowers to pledge theirSNC Designated Accountsin favour of CALYON for the account of the Banksand the Lenders.  A pledge agreement anda pledge certificate are also attached as Schedules to this Agreement.]**

 

69

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**Schedule IX****Transfer agreement *(Acte de transfert)***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

 

**A model form of a transferagreement between the Bank and the Assignee relating to the Bank’sparticipation in the Loan as stated in Schedule I of the Credit Agreement.]**

 

70

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**ScheduleX****Maps of Parcels A, B, C, D, E, F and G *(Plandes Parcelles A, B, C, D, E, F et G)***

 

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