**Exhibit 4.17(b)**

 

***Translation for information***

 

**EURO DISNEYLAND PROJECT IN FRANCE**

 

 

Common Agreement dated 10 August 1994Amended and Restated

 

 

**Between**

 

Euro Disney S.C.A.Euro Disney Associés S.C.A.EDL Hôtels S.C.A.Euro Disneyland S.N.C.Hôtel New York AssociésS.N.C.Newport Bay Club Associés S.N.C.Sequoia Lodge Associés S.N.C.Cheyenne Hotel Associés S.N.C.Hôtel Santa Fe AssociésS.N.C.Centre de Divertissements AssociésS.N.C.

 

**And**

 

The banks party tothe Phase IA Credit Facility AgreementCaisse des**Dépôtset ConsignationsThe Partners party to the Phase IA Partners Advances Agreementthe Banks party to the Phase IB CreditFacility Agreement the SNC Hotel Companies’ Partners andthe Lenders party to the Phase IB Advances Agreement

 

**Agents**

 

BNP PARIBASCALYONCDC

 

| *Advisers to BNP PARIBAS and CALYON***Slaughter and May**112, avenue Kléber  75116 Paris | * * | *Advisers to CDC***Gide Loyrette Nouel**28, cours Albert 1er  75008 Paris |
|-----------------------------------------------------------------------------------------------|----------|---------------------------------------------------------------------------|

 

*Adviser to the Borrowers***Freshfields BruckhausDeringer**2-4, rue Paul Cézanne75008 Paris

 

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**Table of Contents**

 
| 1.                                                                                                                                                                                                  | DEFINITIONS                                                        |   |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------|--------|--------|
|                                                                                                                                                                                                |                                                               |   |   |
| 2.                                                                                                                                                                                                  | UNDERTAKINGS                                                       |   |   |
|                                                                                                                                                                                                |                                                               |   |   |
| 3.                                                                                                                                                                                                  | AUTHORISATIONS AND  DEROGATIONS RELATING TO THE COVENANTS          |   |   |
|                                                                                                                                                                                                |                                                               |   |   |
| 4.                                                                                                                                                                                                  | IMPLEMENTATION OF  THE STIPULATIONS OF THE MEMORANDUM OF AGREEMENT |   |   |
|                                                                                                                                                                                                |                                                               |   |   |
| 5.                                                                                                                                                                                                  | PREPAYMENT                                                         |   |   |
|                                                                                                                                                                                                |                                                               |   |   |
| 6.                                                                                                                                                                                                  | EXPERT                                                             |   |   |
|                                                                                                                                                                                                |                                                               |   |   |
| 7.                                                                                                                                                                                                  | DURATION                                                           |   |   |
|                                                                                                                                                                                                |                                                               |   |   |
| 8.                                                                                                                                                                                                  | WAIVER                                                             |   |   |
|                                                                                                                                                                                                |                                                               |   |   |
| 9.                                                                                                                                                                                                  | GENERAL PROVISIONS                                                 |   |   |
|                                                                                                                                                                                                |                                                               |   |   |
| SCHEDULE I -   List of  current subsidiaries, direct and indirect, of Euro Disney S.C.A., Euro Disney  Associés S.C.A. and EDL Hôtels S.C.A. (after the Contribution) |                                                               |   |
|                                                                                                                                                                                                |                                                               |   |   |
| SCHEDULE II -  List of  Phase IA Banks, Phase IA Partners, Phase IB Banks and Phase IB Lenders                                                                                       |                                                               |   |
|                                                                                                                                                                                                |                                                               |   |   |
| SCHEDULE III -  Remuneration  Agreement - Form of Letter from Euro Disney S.A.S. and Euro Disney SCA to the  BNP Paribas, CALYON and CDC                                             |                                                               |   |
|                                                                                                                                                                                                |                                                               |   |   |
| SCHEDULE IV -  First  Part Licence Supplemental Agreement ((ii) of the definition)                                                                                                   |                                                               |   |
|                                                                                                                                                                                                |                                                               |   |   |
| SCHEDULE IV -  Second  Part Licence Supplemental Agreement ((iii) of the definition)                                                                                                 |                                                               |   |
|                                                                                                                                                                                                |                                                               |   |   |
| SCHEDULE IV -  Part  Three Letter from Disney Enterprises, Inc. ((iv) of the definition)                                                                                             |                                                               |   |
|                                                                                                                                                                                                |                                                               |   |   |
| SCHEDULE V -  Covenants                                                                                                                                                              |                                                               |   |
|                                                                                                                                                                                                     |                                                                    |        |        |  |

 

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**BETWEEN :**

 

 

1)                                     **EURO DISNEY S.C.A.**, a French *sociétéen commandite par actions* (limited partnership with shares), havingits registered office at Immeubles Administratifs, Route Nationale 34, Chessy, 77700,

 

(hereinafterreferred to as **“Euro Disney****S.C.A.”** )

 

2)                                     **EURO DISNEY ASSOCIES S.C.A.**, a French *sociétéen commandite par actions* (limited partnership with shares), having its registered office atImmeubles Administratifs, Route Nationale 34, Chessy, 77700,

 

acting both in its own name and in the name andfor the account of its subsidiaries, a list of which appears in schedule I,

 

(hereinafterreferred to as **“Euro Disney Associés****S.C.A.”**)

 

3)                                     **EDL HOTELS S.C.A.**, a French *sociétéen commandite par actions* (limited partnership with shares), havingits registered office at ImmeublesAdministratifs, RouteNationale 34, Chessy, 77700,

 

acting both in its own name and in the name andfor the account of its subsidiaries, a list of which appears in schedule I,

 

(hereinafterreferred to as **“EDL****Hôtels”**)

 

4)**                                    ****EURO DISNEYLAND S.N.C**., a French *sociétéen nom collectif* (general partnership), having its registered officeat Immeubles Administratifs, Route Nationale 34, Chessy, 77700,

 

(hereinafterreferred to as **“Euro Disneyland S.N.C.”**)

 

5)                                     **HOTEL NEW YORK****ASSOCIES****S.N.C.**, a French *sociétéen nom collectif* (general partnership), having its registered officeat ImmeublesAdministratifs, Route Nationale34, Chessy, 77700,

 

6)                                     **NEWPORT BAY CLUB****ASSOCIES****S.N.C.**, a French *sociétéen nom collectif* (general partnership), having its registered officeat Immeubles Administratifs, Route Nationale 34, Chessy, 77700,

 

7)                                     **SEQUOIA LODGE****ASSOCIES****S.N.C.**, a French *sociétéen nom collectif* (general partnership), having its registered officeat Immeubles Administratifs, Route Nationale 34, Chessy, 77700,

 

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8)                                     **CHEYENNE****HOTEL ASSOCIES S.N.C.**, a French *sociétéen nom collectif* (general partnership), having its registered officeat ImmeublesAdministratifs, Route Nationale 34, Chessy, 77700,

 

9)                                     **HOTEL SANTA FE ASSOCIESS.N.C.**, a French *société en nom collectif* (general partnership), having itsregistered office atImmeubles Administratifs, Route Nationale 34, Chessy, 77700,

 

10)                               **CENTRE DE DIVERTISSEMENTSASSOCIES S.N.C**.,a French *société en nom collectif* (generalpartnership), having its registered office at Immeubles Administratifs, RouteNationale 34, Chessy, 77700,

 

(hereinafter collectively referred to as the **“SNC Hotel Companies”** or individually as a **“Hotel S.N.C.”**)

 

(Euro Disneyland S.N.C. and the SNC Hotel Companies are hereinafter collectively referred to as theSNCs or individually as an SNC.)

 

*(Euro**Disney Associés**S.C.A.,****EDL Hôtels, Euro**Disneyland**S.N.C. and the SNC Hotel Companies being hereinafter collectivelyreferred to as the**“Borrowers”** orindividually as a **“Borrower”**)*

 

**And:**

 

11)                               **The banks**party to the Phase IA CreditFacility Agreement, which are listed in schedule II of this agreement,

 

represented by their Agent,BNP PARIBAS,

 

(hereinafter referred to as the **“Phase IA** **Banks”**)

 

12)                               **CAISSE DES****DEPOTS****ET CONSIGNATIONS**, special institution created by thelaw of 28 April 1816 codified in articles L.518-2 and following the *Code monétaire et financier,*having its registered office at56 rue de Lille, 75007 Paris,

 

(hereinafter referred to as **“CDC”**)

 

13)                               The Partners party to the Phase IAPartners Advances Agreement, which are listed in schedule III of thisagreement,

 

represented by their Agent,CALYON,

 

(hereinafter referred to as the **“Phase IA****Partners”**)

 

14)                               **The banks** parties to the Phase IB CreditFacility Agreement, which are listed in schedule II of this agreement.

 

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represented by their Agent,CALYON,

 

(hereinafterreferred to as the**“Phase IB****Banks”**)

 

15)                               **The SNC Hotel Companiespartners and the lenders** party to the Phase IB Advances Agreement, which are listed in schedule IIof this agreement,

 

Represented by their Agent,CALYON,

 

(hereinafterreferred to as the **“Phase IB Lenders”**)

 

*(The Phase IA Banks, CDC, the Phase IA Partners,the Phase IB Banks, the Phase IB Lenders are hereinafter collectively referredto as the **“Creditors”**or individually as a **“Creditor”**).*

 

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**WHEREAS:**

 

 

(A)                             Under the terms of the Amendment andRestatement Agreement to the Common Agreement dated 1 December 2004, theparties to that agreement have agreed to (a) establish a consolidated versionof the Common Agreement including the modifications which have been made to itparticularly by the consultation of the 25 September 1995 as well as bythe authorisation and dispensation request of 6 September 1999; (b) modifythis consolidated version to (i) clear the text of all historical requirementswhich have no further use and update certain obsolete references and (ii)implement the Memorandum of Agreement ; and (c) restate all of theunamended stipulations the Common Agreement at the Restatement Date, pursuantto the terms of the amended and restated contract and appearing in a schedule tothat agreement.

 

(B)                               This amended and restated CommonAgreement constitutes that schedule.

 

 

**NOW, THEREFORE, THE PARTIES HERETO HEREBY AGREE ASFOLLOWS:**

 

 

# **1.**                                     DEFINITIONS

 

For the interpretation of the Common Agreementand its schedules, in addition to the terms defined in the parties clause, theschedules to the Common Agreement or to each of the Bank Debt Agreementsconcerned, the following expressions shall have the meanings set out below:

 

**“Agent”**means each of the agents appointed as such byeach of the Bank Debt Agreements and by CDC for the execution of the CDC LoanAgreements.

 

**“Agreement with the Expert”**means each contract signed with theBusiness Expert, the Expert Accountant and the Investor Expert.

 

**“Amendment and Restatement Agreement to the CommonAgreement”**meansthe agreement dated 1 December 2004 including in particular the amendmentsand restatement of the Common Agreement.

 

**“Bank Debt Agreements”**means the following agreements: (i)Phase IA Credit Facility Agreement; (ii) CDC Loan Agreements; (iii) Phase IAPartners Advances Agreement; (iv) Phase IB Credit Facility Agreement; and (v)Phase IB Advances Agreement.

 

**“Base Fee”** means the base fee that the Operating Companymust pay to Euro Disney SAS in its capacity as *gérant*ofthe Operating Company in accordance with

 

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the terms of the articles of association of thelatter and in accordance with the letter from Euro Disney SA to Euro Disney SCAdated 28 March, 2003 and the agreements mentioned in (ii) of the definition ofRemuneration Agreement.

 

“**Business Expert**”means the person or body corporate appointed by the Agents, in agreement withthe Coordinator, to perform the tasks assigned in accordance with the terms ofthe Contract with the Expert, the Common Agreement and the Bank DebtAgreements.

 

**“CDC”**means *la Caisse des Dépôts etConsignations*.

 

**“CDC JuniorLoans”** means the participating loans granted to Euro DisneyS.C.A. or Euro Disneyland S.N.C. by CDC under the CDC Participating LoanAgreement.

 

**“CDCLoan Agreements”**means the CDC Ordinary LoanAgreement and the CDC Participating Loan Agreement.

 

**“CDCOrdinary Loan Agreement”**means the agreementdated 17 May 1989 relating to the granting of ordinary loans between CDC, EuroDisney S.C.A and Euro Disneyland S.N.C., as amended by two supplementalagreements dated 10 August 1994 and 30 September 1999 respectivelyand an agreement relating to the granting of ordinary loans amended andrestated among CDC, Euro Disney S.C.A and Euro Disneyland S.N.C. on 1 December 2004,the entry into force of which is conditional upon completion of theContribution and Completion of the Share Capital Increase.

 

**“CDC Ordinary Loans”** means the ordinary loans granted toEuro Disney S.C.A. or Euro Disneyland S.N.C. by CDC under the CDC Ordinary LoanAgreement.

 

**“CDCParticipating Loan Agreement”**means theagreement dated 17 May 1989 relating to the granting of participating loansbetween CDC, Euro Disney S.C.A and Euro Disneyland S.N.C., as amended by twosupplemental agreements dated 10 August 1994 and 30 September 1999respectively and an agreement relating to the granting of participating loansamended and restated among CDC, Euro Disney S.C.A and Euro Disneyland S.N.C. on1 December 2004, the entry into force of which is conditional uponcompletion of the Contribution and the Completion of Share Capital Increase.

 

**“CDC SubordinatedLong Term Debt Agreement”**means each of the agreements relatingto the Subordinated Long Term Debt of Euro Disney Associés S.C.A. created underthe CDC Second Park Agreements.

 

** “CDC SecondPark Agreements”**means:

 

(a)                                       the loan agreements (tranches A, B, C and D) between Euro DisneyS.C.A. and CDC dated 30 September, 1999 as amended by supplemental agreementsdated 18 November 2002; and the loan agreements (tranches A, B, C and D)as amended and restated between Euro Disney SCA and CDC dated 1 December 2004;and

 

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(b)                                 the loan agreement (tranche E) between Euro Disney Associés S.C.A.and CDC to be entered into by prior to the Date of Completion of the ShareCapital Increase (as defined in the Phase IA Credit Amendment and RestatementAgreement); and

 

(c)                                  the subordination agreement between Euro Disney S.C.A., the PriorityCreditors and CDC dated 19 October 1999 as amended by an amendmentagreement between the same parties dated 1 December 2004 and by an amendedand restated subordination agreement between Euro Disney Associés SCA, thePriority Creditors and CDC dated 1 December 2004.

 

**“Common Agreement”**means the common agreement dated 10 August 1994, betweenEuro Disney S.C.A., acting both in its own name and in the name and for theaccount of its subsidiaries appearing in a schedule to the agreement; EDLHôtels S.C.A., acting both in its own name and in the name and for the accountof its subsidiaries appearing in a schedule to the agreement; Euro DisneylandS.N.C.; the SNC Hotel Companies; the Phase IA Banks; the Phase IA Partners; thePhase IB Banks; the Phase IB Lenders; and the CDC, as amended in the context ofthe requests for authorisations or derogations, including those dated 25 September 1995,6 September 1999, 7 September 2001 and 30 September 2002, and asamended and restated at the Date of Restatement pursuant to the CommonAgreement Amendment and Restatement.

 

**“Completion of Share Capital Increase”** means, as regards one of themeasures agreed in the framework of the Memorandum of Agreement, that the newshares of Euro Disney S.C.A. will have been subscribed, fully paid up in cashand issued, up to a gross minimum amount of € 250 million, and that the netproceeds will have been paid to Euro Disney S.C.A.

 

**“Conference Centre Lease”**means the *crédit-bail*propertyagreement dated 15 May 1996 between Centre de Congrès Newport SAS and EDLHôtels S.C.A. relating to the Newport Bay Club conference centre, as amended.

 

**“ConferenceCentre Lease Supplemental Agreement”** means the supplementalagreement to the credit Conference Centre Lease dated 1 December 2004.

 

**“Contribution”**means thecontribution of assets and liabilities from Euro Disney S.C.A. to Euro DisneyAssociés S.C.A. as provided for by the Contribution Agreement.

 

“**Contribution Agreement**”means the contribution agreement between Euro Disney Associés S.C.A. and EuroDisney S.C.A. dated 30 September 2004, as amended on 8 November 2004,as it shall be approved by the extraordinary shareholders’ meetings of each ofthese companies.

 

**“Coordinator”**means Euro Disney Associés S.C.A. in itscapacity as representative of the Borrowers and of the Group companies,appointed as such conforming to the stipulations of clause 2.2.

 

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**“Covenants”**means the covenants set out in Schedule V(Covenants).

 

“**EURIBOR**”means the annual rate for a period equivalent to the relevant period at whichEuro deposits are offered on the European interbank market, at 11 o’clock (Brusselstime) on the second TARGET Day preceeding the relevant date, as determined bythe Banking Federation of the European Union and displayed on the Telerate orReuters screen.

 

**“Expert”** means, according to the nature of the servicesto be provided, the Business Expert, the Expert Accountant or the ExpertInvestor.

 

**“Expert Accountant”**means the person or body corporate appointed by the Agents, in agreement withthe Coordinator, to perform the tasks assigned to him in accordance with theterms of the Contract with the Expert, the Common Agreement and the Bank DebtAgreements.

 

**“Expert Investor”**means the person or body corporate appointed by the Agents, in agreement withthe Coordinator, to perform the tasks assigned in accordance with the terms ofthe Contract with the Expert, the Common Agreement and the Bank DebtAgreements.

 

**“First Period”** means the period as provided in clause 3.1.1.

 

**“Funds Agreement”**means the agreement between EuroDisney S.C.A. and Euro Disney Associés S.C.A. relating to the advance of € 25million of funds granted by Euro Disney S.C.A. to Euro Disney Associés S.C.A.substantially in the form contained in Schedule 14 of the Phase IA CreditAmendment and Restatement Agreement.

 

“**Group**” meansEuro Disney S.C.A., including its present and future Subsidiaries, the SNCs andthe other financing companies.

 

**“Incentive Fee”** means the incentive fee that the OperatingCompany must pay to Euro Disney SAS in its capacity as *gérant*ofthe Operating Company, according to the articles of association of the latterand in accordance with the letter from Euro Disney SA to Euro Disney AssociésSCA dated 28 March, 2003 and the agreements mentioned in (ii) of the definitionof Remuneration Agreement.

 

**“Licence Agreement”**means the licence agreement dated 28February 1989 between TWDC, TWDC (Netherlands) B.V. and Euro DisneyS.C.A., as amended by supplemental agreements dated 1 January 1991, 1 March 1993,10 June 1994 and by the Licence Supplemental Agreement.

 

**“LicenceSupplemental Agreement”**means (i) the letter from The WaltDisney Company (Netherlands) BV to Euro Disney SCA dated 28 March, 2003, (ii)supplemental agreement n°4 to theLicence Agreement between Disney Enterprises, Inc. (formerly named The WaltDisney Company), The Walt Disney Company (Netherlands) B.V. and Euro DisneyAssociés S.C.A dated 30 November 2004

 

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substantially in the form contained inthe first part of Schedule IV, (iii) the letter from The Walt DisneyCompany (Netherlands) B.V. to BNP Paribas, CALYON and CDC, substantially in theform contained in the second part of Schedule IV enclosing a copy of aletter from The Walt Disney Company (Netherlands) B.V. to Euro Disney S.C.A,and (iv) the letter from Disney Enterprises Inc. relating to the terms ofrenewal or extension of the Licence Agreement substantially in the formcontained in the third part of Schedule IV.

 

“**Management Fees**” means the fees(including the Base Fees and the Incentive Fees) which the Operating Company isrequired to pay to Euro Disney SAS in its capacity as *gérant*of the Operating Company, according to the articles of association of thelatter and according to the letter from Euro Disney SA to Euro Disney SCA dated28 March, 2003 and the agreement mentioned in (ii) of the RemunerationAgreement.

 

**“Master Agreement”**means the agreement forthe creation and the operation of Euro Disneyland in France dated 24 March 1987between 1. the Republic of France, 2. the Ile-de-France Regional Authorities,3. the *Département*of Seine-et-Marne, 4. the *Régie Autonome des Transports Parisiens*(the Parisianindependent transport authority), 5. the *Etablissement Public d’Aménagementde la Ville Nouvelle de Marne-la-Vallée*(public institution for theplanning and development of the new town of Marne-la-Vallée) and 6. the *Etablissement Public d’Aménagement du Secteur IV de la Ville Nouvellede Marne-la-Vallée*(public institution for the planning anddevelopment of Sector IV of the town of Marne-la-Vallée), on the one hand and asubsidiary of TWDC, Euro Disney S.C.A. and Euro Disneyland S.N.C. on the otherhand as amended by supplemental agreements n° 1, 2, 3 and bythe Amendment Agreement to the Master Agreement (as defined in the Phase IACredit Amendment and Restatement Agreement).

 

**“Memorandum of Agreement”** means the memorandum of agreementdated 8 June 2004 between Euro Disney S.C.A., EDL Hôtels S.C.A., EuroDisneyland S.N.C., the SNC Hotel Companies, TWDC, CDC, as well as the Phase IABanks, the Phase IA Partners, the Phase IB Banks and the Phase IB Lenders,represented respectively by their agents BNP PARIBAS or CALYON, as appropriate,and approved by the Steering Committee, then amended following the letters sentby Euro Disney S.C.A. to the Creditors on 20 September 2004, whereby theparties have agreed on the measures necessary to restore the financialequilibrium of the Group; the memorandum of agreement as amended by theseletters was accepted pursuant to a letter signed by all of the parties on 30 September 2004.

 

**“New Revolving Credit Facility”** means the standby revolving creditfacility in an amount of € 150,000,000, reduced to € 100,000,000 asfrom 1 October 2009, granted by TWDC to Euro Disney Associés S.C.A. on 30 September 2004.

 

**“OperatingCompany”**means (i) before the Contribution, EuroDisney S.C.A. and (ii) after the Contribution, Euro Disney Associés S.C.A.

 

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“**Performance Indicator**” means, for anyFinancial Year, the Group’s consolidated net income (loss), after profit orloss allocated to minority interests, as reported in the Group’s consolidatedaudited financial statements for such Financial Year certified by the statutoryauditors, and determined in accordance with generally accepted accountingprinciples and rules in France, in particular, the principle of consistency,adjusted for the following items:

 

(a)          plus minority interests as reported in the consolidated statement ofincome;

 

(b)         plus charges after deduction of income, in relation to corporateincome tax (current and deferred);

 

(c)          less the relevant share of income (loss) of subsidiaries accountedfor under the equity method;

 

(d)         less the net impact of all waivers of commercial or financial debtsor of any debt forgiveness which may be granted by TWDC or its subsidiaries;

 

(e)          plus the net impact (i.e. amounts allocated less amounts cancelled)of depreciation and provisions relating to tangible or intangible assets(including goodwill upon acquisition) and charges to be allocated as well asexceptional reserves and impairment charges on these same asset categories;

 

(f)            plus the net impact (i.e. amounts allocated less amounts cancelled)of: (i) current asset provisions (for example: receivables and inventories);(ii) provisions for risks and charges and (iii) provisions recorded asexceptional earnings;

 

(g)         plus operating expenses corresponding to actual expenditures forMajor Repairs;

 

(h)         less gains net of losses on the sale or discarding of tangible orintangible assets;

 

(i)             less financial income net of financial charges, excluding chargesrepresenting bank card commissions;

 

(j)             plus Royalties and Management Fees booked as expenses for the saidFinancial Year.

 

The Performance Indicator will be calculated based upon the Group’sconsolidated statement of income and the related supporting accounting records.

 

For purposes of the determination of the reference PerformanceIndicators n°1 and n°2 (as contemplated by Sub-Schedule 1 of Schedule V),the accounting principles and rules applied by Euro Disney S.C.A. in thepreparation of its consolidated financial statements for the Financial Yearended September 30, 2003, adjusted for the change in accounting principlesrelated to the consolidation of the financing companies, in accordance with Article 133of the Financial Security Law have been used. In addition, the companiesincluded in the reference consolidated group shall be those included in thesemi-annual financial statements as of March 31, 2004.

 

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Any future change in accounting principles and rules and/or theconsolidated group will be reported to the Agents by the Coordinator and theprocedure described in Sub-Schedule 2 of Schedule V will beapplied in order to adjust the reference sequence of the reference PerformanceIndicators n°1 and n°2 and/or to calculate the Performance Indicator**.**

 

**“Phase IA”** means the part of the Project spread over anarea of approximately 207 hectares and comprising in particular the DisneylandPark, the Disneyland hotel and a campsite consisting of 595 sites.

 

**“Phase IA Credit Amendment and Restatement Agreement”**means the agreement dated 1 December 2004 including inparticular the amendments and restatement of the Phase IA Credit Facility.

 

**“Phase IA Advances Amendment and Restatement Agreement”**means the agreement dated 1 December 2004 including inparticular the amendments and restatement of the Phase IA Partners Advances.

 

“**Phase IA Credit Facility”**means themulti-currency credit facility agreement, which operates by way of drawings orthe issuance of letters of credit, dated 5 September 1989 between EuroDisney S.C.A. and Euro Disneyland S.N.C. as borrowers, the Phase IA Banks aslenders and BNP PARIBAS as Agent, as amended by supplemental agreements of 10 August 1994,17 March 1995 and by the authorisation and derogation requests relating tothe Covenants dated 6 September 1999, and amended and restated by thePhase IA Credit Amendment and Restatement Agreement.

 

**“Phase IA Partners Advances Agreement”**means the partners advancesagreement dated 26 April 1989 between Euro Disneyland S.N.C. as borrower,its partners as lenders and CALYON as Agent, as amended by a supplementalagreement of 10 August 1994, and amended and restated by the Phase IAAdvances Amendment and Restatement Agreement.

 

**“Phase IB”** means the part of the Project relating to thehotel development, to the exclusion of the Disneyland hotel and Disney Village.

 

**“Phase IB Advances Agreement”**means the partners advancesagreement dated 26 April 1991 between the SNC Hotel Companies asborrowers, EDL Hôtels S.C.A. as guarantor, the Phase IB Lenders as lenders andCALYON as Agent, as amended by supplemental agreements of 10 August 1994,12 July 1995, 15 May 1996, and 16 May 2003 as well as by the authorisationand derogation requests relating to the Covenants dated 6 September 1999,and amended and restated by the Phase IB Advances Amendment and RestatementAgreement .

 

**“Phase IB Advances Amendment and Restatement Agreement”**means the agreement dated 1 December 2004 including inparticular the amendments and restatement of the Phase IB Advances Agreement.

 

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**“Phase IB Credit Amendment and Restatement Agreement”**means the agreement dated 1 December 2004 including inparticular the amendments and restatement of the Phase IB Credit FacilityAgreement.

 

**“Phase IB Credit Facility Agreement”**means the credit facility agreementdated 25 march 1991, between EDL Hôtels and the SNC Hotel Companies asborrowers, the Phase IB Banks as lenders and CALYON as Credit Agent, Agent ofthe Lenders and Security Agent, as amended by supplemental agreements of 10 August 1994,12 July 1995, 15 May 1996, and 16 May 2003 as well as by the authorisationand derogation requests relating to the Covenants dated 6 September 1999,and amended and restated by the Phase IB Credit Amendment and RestatementAgreement.

 

**“Project”** means the development of Euro Disneyland inFrance envisaged in the Master Agreement and comprising, at the RestatementDate, in particular Phase IA, Phase IB and the phase that is the subject of theCDC Second Park Agreements.

 

**“Remuneration Agreement”**means (i) the letter from EuroDisney SAS and Euro Disney SCA addressed to BNP PARIBAS, to CALYON and CDCsubstantially in the form set out in Schedule III and (ii) the twoagreements between Euro Disney S.C.A. and Euro Disney SAS relating to theManagement Fees of Euro Disney S.C.A., substantially in the form contained inSchedules A and B to the letter mentioned in clause (i).

 

**“Restatement Date”**means the date on which all of theconditions precedent stipulated in the Amendment and Restatement of the CommonAgreement, not having been renounced by the Agents, will have been satisfied

 

**“Royalties”** means the royalties that the Operating Companymust pay to the licensor (as this term is defined in the Licence Agreement)under the Licence Agreement.

 

**“Second Park”**means the second theme park operated by theOperating Company, opened to the public in April 2002, and named The WaltDisney Studios.

 

**“Second Period”** means the period as defined in clause 3.1.2.

 

**“Senior Debt”**means the sums due under the Phase IA CreditFacility, the Phase IB Credit Facility Agreement, the CDC Ordinary LoanAgreement and the Phase IB Advances Agreement.

 

**“Single Agent”**means the agent appointed by the stipulationsof clause 3.1.2 (*Second period)*.

 

“**S.N.C.**”****means Euro Disneyland S.N.C., the SNC Hotel Companies andany other *société en nom collectif*incorporatedwith a view to entering into one or more *crédit-bail*transactionsrelating to the assets of Disneyland Resort, Paris, with a Group company.

 

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**“Standby Revolving Credit Facility”**means (i) the standby revolvingcredit facility in an amount of € 167,693,910 granted by TWDC in favour ofEuro Disney S.C.A. on 5 August 1994, asamended by the Standby Revolving Credit Supplemental Agreement, and (ii) asfrom the date of the Completion of Share Capital Increase, the Promissory Noteissued by Euro Disney Associés S.C.A. for a principal sum of €110 millionin favour of Disney Enterprises, Inc. (formerly named The Walt Disney Company)in substitution of the facility referred to in (i) above.

 

**“StandbyRevolving Credit Supplemental Agreement”**means the supplementalagreement to the credit facility referred to in (i) of the definition ofStandby Revolving Credit Facility dated 1 December 2004.

 

**“Steering Committee”**means the working group, representativeof the creditors of the Senior Debt (excluding CDC), constituted on theoccasion of the financial restructuring of the Group.

 

**“Subordinated Long Term Debt**” means in relation to theRoyalties, the Management Fees, the interest under the CDC Second ParkAgreements and the Standby Revolving Credit Facility, the sums deferred andtransformed into long term subordinated debt in accordance with the letterreferred to respectively in (iii) of the definition of Licence SupplementalAgreement, the agreements referred to in (ii) of the definition of RemunerationAgreement, the CDC Second Park Agreements and the Standby Revolving CreditSupplemental Agreement.

 

**“Subsidiary”**means any company in which Euro Disney S.C.A.holds directly or indirectly more than 10% of the share capital or the votingrights, it being understood that this percentage shall be calculated, whereappropriate, by adding:

 

(i)                                     the percentages of share capital or voting rights in therelevant company which are directly held by Euro Disney S.C.A. and by thosecompanies which are controlled, directly or indirectly, by Euro Disney S.C.A.within the meaning of clause L. 233-3 of the French code of commerce; and

 

(ii)                                  the percentages of share capital or of voting rightsindirectly held by Euro Disney S.C.A. in the relevant company.

 

For thepurposes of this definition, percentages of capital or voting rights indirectlyheld as provided in (ii) above, shall be determined by multiplying thesuccessive percentages of share capital or voting rights held in eachsubsidiary, starting with the first subsidiary not controlled within themeaning of clause L.233-3 of the code of commerce and down to the relevantcompany in the order of affiliation.

 

“**TARGET Day**”means every full day when the payment system named Trans-European AutomatedReal-Time Gross Settlement Express Transfer operates for the regulation ofpayments in Euros.

 

**“Total Outstanding Amount”**has the meaningattributed to it inclause 3.1.2.

 

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**“TWDC”**means The Walt Disney Company, a companyincorporated under the laws of the State of Delaware (United States of America)whose principal office is located at 500 South Buena Vista, Burbank, California91521, United States of America.

 

**“Working Day**” means every day (other than a Saturday orSunday) when credit institutions are open for current transactions in Paris.

 

# **2.**                                     UNDERTAKINGS

# ** **

**2.1**                               Each Borrower and each Group companyundertakes, insofar as each is concerned, for the benefit of all of the Creditors,to honour and perform its respective obligations under the Covenants.

 

**2.2**                               For the implementation of theCovenants, without the rights of the Creditors or the obligations of EuroDisney S.C.A., the Borrowers or the group companies, as the case may be, beingthereby diminished in any way whatsoever, Euro Disney S.C.A., the Borrowers andthe Group companies appoint Euro Disney Associés S.C.A., which accepts, astheir common representative vis-à-vis the Creditors solely to:

 

### (A)                              oversee the compliance by theBorrowers or the Group companies which it controls directly or indirectly, and,to the fullest extent permitted by law and its legal or contractual rights, bythe Group companies which it does not control and by the SNCs, of theirobligations under the Covenants;

###  

### (B)                                centralise the information from theBorrowers and the Group companies, calculate the level of Indebtedness at thedates fixed in the Covenants, know the level of Investment at the dates fixedin the Covenants, and transmit to each of the Agents, upon receipt and inidentical form, in compliance with the conditions and within the time limitswhich are fixed, all of the information and documents provided for in theCovenants;

###  

### (C)                                prepare and transmit to each of theAgents the authorisation or derogation requests of the Borrowers and the Groupcompanies, and organise with the Agents the consultation procedure of theCreditor voting groups as set out in Clause 3;

###  

### (D)                               transmit to the Expert theinformation and provide all assistance necessary in order for him to performhis assignment, in accordance with the Agreement with the expert, the covenantsand the Bank Debt Agreements.

# ** **

# **3.**                                     AUTHORISATIONS AND DEROGATIONS RELATING TO THE COVENANTS

# ** **

**3.1**                               **Voting procedure ofauthorisations and derogations**

 

All authorisations to be given by the Creditorsto the Borrowers and to the Group companies in accordance with the Covenants orall derogations to obligations

 

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subscribed to by the Borrowers and the Groupcompanies pursuant to the Covenants to be accepted by the Creditors, as theCreditors expressly agree and notwithstanding any other different or contraryclause relating to the applicable majorities stipulated in the Bank DebtAgreements, will be considered as having been granted by the Creditors if theyare approved as provided for below.

 

All authorisations or derogations adopted inaccordance with the requirements set out below will bind all of the Creditors.

 

The term “derogation” used in this clause 3shall not be interpreted as including any waiver by the Creditors of theirrights to avail themselves of the consequences of a consummated breach by oneor more Borrowers of the stipulations of the Covenants: any such waiver shallbe within the jurisdiction of each group of Creditors deciding under themajority conditions provided for in the Bank Debt Agreement to which they areparties.

 

3.1.1                        First Period

 

(A)                               Majorities and quorum

 

Until the date fixed under clause 3.1.2, thisauthorisation or derogation shall be considered as granted by the Creditors ifthree of the following four voting groups of Creditors have approved suchauthorisation or derogation by the majority indicated hereafter for each ofthem:

 

**The first voting group comprises the Phase IABanks.**

 

To be adopted by this voting group, the authorisationor derogation request must be approved by one or several of the Phase IA banksfor whom the sum total of all the Outstanding Amounts under the Phase IA CreditFacility agreement represents, on the date in question, more than two thirds ofthe sum of the Outstanding Amounts of the Phase IA Banks having participated inthe vote, so long as the sum of the Outstanding Amounts of the Phase IA Bankshaving participated in the vote represent more than one half of the TotalOutstanding Amount under the Phase IA Credit Facility Agreement.

 

**The second voting group comprises the Phase IAPartners.**

 

To be adopted by this voting group, the authorisationor derogation request must be approved by one or several of the Phase IAPartners whose total advances under the Phase IA Partners Advances Agreementrepresent, on the date in question, more than two thirds of the total amount ofthe Phase IA Partners Advances held by the Phase IA Partners havingparticipated in the vote, so long as the total amount of the Advances of thePhase IA Partners having participated in the vote represents more than one halfof the total sum of the Advances granted by the Phase IA Partners under thePhase IA Partners Advances Agreement.

 

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**The third voting group comprises the Phase IBBanks and the Phase IB Lenders.**

 

To be adopted by this voting group , the authorisationor derogation request must be approved by one or several of the Phase IB Banksor Phase IB Lenders whose total participation in the Loans or Advances grantedby the Phase IB Banks under the Phase IB Credit Facility Agreement or by thePhase IB Lenders under the Phase IB Advances Agreement represents, on the datein question, more than two thirds of the total amount of the participations inthe said Loans and Advances of the Phase IB Banks and of the Phase IB Lendershaving participated in the vote, so long as all of the participations in theLoans and Advances of the Phase IB Banks and Phase IB Lenders havingparticipated in the vote represent more than one half of the total amount ofthe Loans and Advances granted by the Phase IB Banks and Phase IB Lenders underthe Phase IB Credit Facility Agreement and the Phase IB Advances Agreement.

 

**The fourth voting group comprises CDC.**

 

(B)                               Second consultation

 

(a)                                In the event that the voting quorumof the participants shall not have been achieved with respect to one or more ofthe first three voting groups provided for above, a second consultation of suchvoting group(s) in which the quorum was not achieved shall be organised by theAgent or Agents concerned within a period of ten days following the latest dateon which the Creditors were required to give an opinion at the time of thefirst consultation.  This consultationshall be organised according to the same terms and conditions as the firstconsultation.  However, the decisionshall be taken through the second consultation under the same majority rules,but without any quorum of participating Creditors being required.

 

(b)                               The organisation of a secondconsultation shall not be necessary if:

 

(i)                                  at the time of the firstconsultation, three of the four voting groups approved the request forauthorisation or derogation by the majority and with the quorums fixed above,in which case the request for authorisation or derogation shall be consideredas definitively adopted; or

 

(ii)                               if at least two of the four votinggroup did not approve the request for authorisation or derogation by themajority and with the quorums fixed above, in which case the request forauthorisation or derogation shall be considered to have been definitivelyrejected.

 

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3.1.2                        Second Period

 

As from the date on which the total outstandingdebt of the Phase IA Banks, and of the amount in principal remaining due to thePhase IB Banks and to the Phase IB Lenders, represents less than 25% of theaggregate of the Outstanding Debt of the Phase IA Banks, increased by the unreimbursedamount under the Phase IA Partners’ Advances Agreement, the unreimbursed amountof the Loans and Advances under the Phase IB Credit Facility Agreement and thePhase IB Advances Agreement and the unreimbursed amount of the loans under theCDC Loan Agreements (this last total amount being hereafter called the “TotalOutstanding Amount”), the following stipulations shall apply:

 

(A)                              the Creditors shall constitute asingle voting group, the consultation of which shall be organised by the SingleAgent through the intermediary of the other Agents;

 

(B)                                any authorisation or derogationshall be considered as adopted by the Creditors if it is approved by one orseveral Creditors the sum of whose participations in the Total OutstandingAmount represents more than two thirds of the sum of the participations in theTotal Outstanding Amount of the Creditors having taken part in the vote, aslong as the sum of the participations in the Total Outstanding Amount of theCreditors having taken part in the vote represents more than 50% of the TotalOutstanding Amount; in the case where such quorum is not achieved, a secondconsultation shall be organised by the Single Agent within a period of ten daysfollowing the latest day on which the Creditors should have reached a decisionon the first consultation; this second consultation shall be organised underthe same terms and conditions as the first; on the second consultation, thesingle voting group of the creditors shall decide under the same majorityrules, but without any quorum of the Creditors participating in the vote beingrequired.

 

(C)                                CALYON is hereby appointed SingleAgent and accepts its appointment.

 

The stipulations described above will continue toapply even if any one of the four voting groups mentioned above ceases toexist.

 

**3.2****                             ****Presentation and treatment ofauthorisation or derogation requests — organisation of consultations**

 

3.2.1                        Presentation and treatment ofauthorisation or derogation requests

 

Any authorisation or any derogation request, in accordancewith the Covenants, must be transmitted by the Borrowers and the Groupcompanies to the Coordinator who shall itself transmit it to each of the Agentsand, where appropriate, to the Single Agent. All of the four voting groups, during the First Period, and all of theCreditors during the Second period, must be called upon to vote on theauthorisation or derogation request presented by the Coordinator in the name ofthe Borrowers and the relevant Group companies.

 

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Together with all requests for authorisation orderogation, the Coordinator shall transmit to each of the Agents, during theFirst Period, and to the Single Agent, during the Second Period, all of theavailable information necessary in order for them to assess the proposedoperation and, in particular, its characteristics, its financial consequencesand its advisability.

 

Each of the Agents and the Single Agent, during theSecond Period, may request the Expert to comment on the request for authorisationor derogation and in this connection to verify the information transmitted bythe Borrowers and Group companies concerned and to gather all such furtherinformation as this Agent shall reasonably deem useful.  These comments shall be transmitted to allthe Agents.

 

3.2.2                       Organisation of consultations

 

The Agents shall organise the consultation of thedifferent voting groups during the First Period and the Single Agent shallorganise the consultation of the Creditors through the Agents during the SecondPeriod in agreement with the Coordinator.

 

The decision taken by each voting group during theFirst Period shall be transmitted by the Agent concerned to the coordinator andto the other Agents.

 

During the Second Period, the result of the vote of theCreditors under each Bank Debt Agreement shall be transmitted by the Agentconcerned to the single Agent and to the Coordinator, and the Single Agentshall transmit the decision taken by the Creditors to the Coordinator and tothe other Agents.

 

The Single Agent or the Agents shall transmit therequest for consultation to the Creditors within a period of 10 days followingreceipt by all of the Agents of the request for authorisation or derogationtogether with all necessary information for such consultation.

 

The Creditors shall have a period of 21 days startingfrom the date upon which the Single Agent or the Agents under the relevant BankDebt Agreement shall forward the request to them to decide on the request forauthorisation or derogation.

 

# **4.**                                     IMPLEMENTATION OF THESTIPULATIONSOF THE MEMORANDUM OF AGREEMENT

# ** **

**4.1****                             ****Deferment of certain expensesand financial charges**

 

The parties to the Memorandum of Agreement have agreedon certain measures in relation to the restructuring of the Group, includingthe deferment of certain expenses and financial charges relating particularlyto Royalties, Management Fees and interest due under the CDC Second Park LoanAgreements.

 

The stipulations of clauses 3.1, 3.2 and 3.3 of theCommon Agreement are reproduced below:

 

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## ***“3.1****                         Performance Indicator determination*

 

*The Parties agree that the PerformanceIndicator will be established in accordance with the following provisions:*

 

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

 

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

 

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

 

*(iii)**                        **a certificate from its gérant setting out all items taken into accountand the detail of its calculations of the amounts:*

 

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

 

•                  *of Royalties and Management Fees due in respect of the Financial Yearin question;*

 

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

 

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

 

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

 

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

 

*(c)**                               **in the event of any change in accounting principles and rules used ascompared with those used in preparing the consolidated accounts (x) for theFinancial Year ended 30 September, 2003 (other than the change in accountingprinciples and rules related to the consolidation of the financing companies inaccordance with Article 133 of the Financial Security Law) and, inparticular, with effect from the first Financial Year in respect of which IASwill be applied by Euro Disney or (y) if there have been subsequent changes*

 

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*to**the accounting principles and rules, the last Financial Year inrespect of which there was an amendment to the Performance Indicator or to thereference sequence which became effective pursuant to the provisions below:*

 

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

 

•                  *15 days withinwhich to validate the format of the pro forma Performance Indicator prior topayment of Royalties, Management Fees and interest due under the CDC SecondPark Agreements;*

 

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

 

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

 

*(iii)**                        in case of disagreement either of the Expert on the PerformanceIndicator or of Euro Disney and the Agents as to the changes to be made tothe  Performance Indicator or thereference sequence by the end of the 60 day-period referred to in paragraphs(i) and (ii) above, the Agents and Euro Disney will each appoint an expertcharged with making the necessary amendments for the determination of thePerformance Indicator and to determine a new reference sequence taking intoaccount the new method of calculation for subsequent Financial Years. Failingagreement between the two experts so appointed, they will appoint a thirdexpert who, in the absence of agreement between the above mentioned experts asto his appointment, will be appointed by the chairman of the CompagnieNationale des Commissaires aux Comptes. The two or three experts (if a thirdexpert is appointed) will deliver their report within three months of theappointment of the last of them, such report being binding on the parties. Theentire procedure shall not take longer than six months. Such experts shall beexpert-comptables (certified accountants).”*

 

## ***“3.2****                         Royalties and Management Fees*

## ** **

*With effectfrom the Financial Year commencing on 1 October, 2004 and until and includingthe Financial Year ending on 30 September, 2014, the Royalties and ManagementFees due in respect of any Financial Year shall be due and payable annually within 5 Business Days following the date on whichthe Agents shall have*

 

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*received thePerformance Indicator Report verified and confirmed or, as the case may be,validated by the Expert as provided in article 3.1 (Performance Indicatorperformance).*

 

*3.2.1**                      Financial Years 2005 to 2009*

 

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

 

*The amount ofthe deferral for each such Financial Year:*

 

*(a)**                                      **shall**be applied first to theManagement Fees due in respect of the relevant Financial Year, and*

 

*(b)**                                      **shall**constitute Subordinated LongTerm Debt bearing interest annually at 12 month EURIBOR.*

 

*3.2.2**                      Financial years 2007 to 2014*

 

*Notwithstanding any contrary provision inthe Licence Agreement, Euro Disney SA’s Articles of Associations or theLetters, with effect from the Financial Year commencing on 1 October, 2006, andwithout prejudice to the provisions of Article 3.2.1 (Financial Years 2005to 2009) in respect of the Financial Years 2007, 2008 and 2009, payment of theRoyalties and Management Fees due in respect of Financial Years 2007 to 2014inclusive shall, if the Performance Indicator or, as the case may be, the proforma Performance Indicator for the relevant Financial Year is less than thereference Performance Indicator n°1 for such Financial Year stipulated in schedule 2,be deferred in an amount equal to such difference but without exceeding € 25million excluding tax per Financial Year.*

 

*The amount sodeferred for each such Financial Year:*

 

*(a)**                               shall be appliedfirst to the Management Fees due in respect of the relevant Financial Year, and*

 

*(b)**                               shall constituteSubordinated Long Term Debt bearing interest annually at 12 month EURIBOR.”*

 

## ***“3.3****                         CDC Second Park Agreements*

## ** **

*3.3.1**                      Deferral*

 

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*Interest due toCDC under the CDC Second Park Agreements on 31 December, 2004 shall be paid onthe Share Capital Increase Date, or on 31 December, 2004 if the Completion ofShare Capital Increase takes place prior to such date.*

 

*3.3.2**                      Deferred interest*

 

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

 

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

 

*3.3.3**                      Financial Years 2005 to 2014*

 

*With effect from the Financial Yearcommencing on 1 October, 2004, and without prejudice to the application of anyexisting contractual provision, interest payable to CDC in respect of the CDCSecond Park Loans on 31 December following the end of each of theFinancial Years 2005 to 2014 inclusive, shall:*

 

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

 

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

 

**4.2****                       ****Undertakings of Euro DisneyAssociés S.C.A.**

 

Euro Disney Associés S.C.A. undertakes:

 

(A)                             to comply with and require thecompliance by the parties to these agreements with the stipulations of the NewRevolving Credit Facility, of the Standby Revolving Credit Facility, of theprovisions of the CDC Second Park Agreements relating to the deferment ofcertain expenses and financial

 

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charges as described in clause4.1 above, of the Remuneration Agreement, of the Licence SupplementalAgreement, of the Conference Centre Lease Supplemental Agreement and to notaccept that they be amended in any material way or in relation to importantpoints without the consent of the Creditors which will be given in accordancewith the stipulations in clause 3;

 

(B)                               not to terminate or reduce the amountavailable under the New Revolving Credit Facility, without the consent ofCreditors which will be given in accordance with the stipulations in clause 3;

 

(C)                               to effect any drawings necessaryunder the new revolving Credit Facility, and to utilise the funds resultingfrom the deferment of Royalties, of Management Fees and of interest due underthe CDC Second Park Agreements, conforming to the stipulations of the LicenceSupplemental Agreement, of the agreements referred to in (ii) of the definitionof Remuneration Agreement and of the CDC Second Park Agreements, in order tosatisfy the cash flow needs of all of the Borrowers, by lending, as the casemay be, to the Borrowers the amount necessary for their cash flow needs in the formof subordinated loans under conditions of remuneration equivalent to thoseapplicable under the terms of the New Revolving Credit Facility;

 

(D)                              in the event that it may becomeaware that one of the Borrowers has not on the due date thereof entirely paidto the creditors any sum due under the terms of (a) a Senior Debt or (b) a CDCJunior Loan, immediately to suspend payment of all sums due by way of thestipulations of the agreements referred to in paragraph (ii) of the definitionof Remuneration Agreement, for so long as this sum due under the said SeniorDebt remains unpaid;

 

(E)                                in the case mentioned in paragraph(D) (a) above, the *gérant*of EuroDisney S.C.A. shall reimburse the Base Fee which will have been paid to it, ifany, in the course of the 183 days preceding the date of occurrence of adefault in payment under the Senior Debt in accordance with the stipulations ofthe agreements referred to in paragraph (ii) of the definition of RemunerationAgreement;

 

(F)                                to allocate on a priority basis to thepayment of the sums due under the Senior Debt the sums received from anyreimbursement by the *gérant*of EuroDisney Associés S.C.A. of the Base Fee, made pursuant to the stipulations ofparagraph (E) above;

 

(G)                                in the case of a default in paymentunder the Senior Debt or under the CDC Participating Loan Agreement which hasgiven rise to a deferral of payment of the sums due as Management Fees, andwhere the available funds of Euro Disney Associés S.C.A. so permit, to allocateon a priority basis the proceeds from such deferral to the payment of the sumsdue under the Senior Debt and the CDC Participating Loan Agreement.

 

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(H)                               not to accept amendment to theMaster Agreement or any resultant agreement or agreement implementing theMaster Agreement which compromises the ability of the Group companies to honourand perform the Covenants or would be incompatible with them;

 

(I)                                    not to incorporate a company whichwould constitute a Subsidiary and not to acquire a participation in the capitalof a company which, as a result of this acquisition, would become a Subsidiaryprovided that this company has, at the time of its incorporation or at the dateon which Euro Disney Associés S.C.A. will have acquired the relevantparticipation, adhered to this Common Agreement; Euro Disney Associés S.C.A.undertakes to take all measures in order to ensure that the stipulations of theCommon Agreement are honoured by the Subsidiary concerned;

 

 (J)                                on each date on which a SubordinatedLong Term Debt of Euro Disney Associés S.C.A. is created under the CDC SecondPark Agreements, to enter with CDC into a CDC Subordinated Long Term DebtAgreement;

 

(K)                               at any date on which a SubordinatedLong Term Debt of Euro Disney Associés SCA arises in accordance with the terms of the agreements described in (ii)of the definition of Remunerations Agreement, to sign with Euro Disney SAS anacknowledgement of debt stipulating the terms and conditions applicable to suchSubordinated Long Term Debt;

 

(L)                                 at any date on which a SubordinatedLong Term Debt of Euro Disney Associés SCA  arises in accordance with the terms ofthe letter referred to in (iii) of the definition of Supplemental LicenceAgreement, to sign with The Walt Disney Company Netherlands (BV) or any otherprincipal which may succeed it, a “Promissory Note” determining the terms andconditions applicable to such Subordinated Long Term Debt.

 

The sums mentioned underparagraphs (F) and (G) above shall be divided between the Borrowers concernedand, if need be, loaned to them by Euro Disney Associés S.C.A. in proportion tothe unpaid sums in question in order to pay all sums which may be due andpayable under the relative Bank Debt Agreements.

 

 

# **5.**                                     PREPAYMENT

# ** **

**5.1**                              The Borrowers undertake that shouldthey proceed with a prepayment pursuant to the Senior Debt or CDC Junior Loans(other than prepayment made in the cases mentioned in clauses 5.3 and 10.4 (F)of the Phase IB Credit Facility Agreement and clauses 5.2 and 10.4 (F) of thePhase IB Advances Agreement), pursuant to the Bank Debt Agreements, they willproceed with a simultaneous reimbursement under all the Bank Debt Agreementswhich are part of the Senior Debt and the CDC Junior Loans in proportion to theprincipal amounts remaining due to the Creditors under each of the Bank DebtAgreements.  It is however specificallyunderstood that in the

 

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event of any prepayment under the PhaseIA Credit Facility, the Phase IB Credit Facility or the Phase IB AdvancesAgreement, the simultaneous reimbursement obligation shall be limited to thesethree agreements.

 

**5.2**                              In the case of a partial prepaymentunder the Bank Debt Agreements, the reimbursement shall be applied against therepayment instalments due, in inverse order of maturity, i.e. starting with thelast instalments due.

 

 

# **6.**                                     EXPERT

# ** **

**6.1****                             **(A)                              The parties agree that the Expert shall beappointed by the Agents in agreement with the Coordinator.

 

(B)                                The Expert’s duties shall bedetermined by the Agents according to the principles appearing in paragraph 8of the Covenants.

 

(C)                                The fees and costs of the Expertwill be payable by the Coordinator.

 

(D)                               The duration of the term of officeas Expert shall be that fixed in the Agreement with the Expert, unless theExpert resigns or the Agreement with the Expert is terminated by the Agents.

 

(E)                                 In case of such resignation ortermination of the Agreement with the Expert, the Agents shall appoint a newExpert in agreement with the Coordinator. A new agreement, identical in substance to the Agreement with theExpert, shall be entered into by the Creditors with the new Expert and theBorrowers undertake to sign such new Agreement with the Expert.

 

**6.2**                              No Borrower, Creditor or any Agentshall, except for gross negligence or fraudulent misrepresentation on its part,be held liable towards any other person for what the Expert may or may not do.

 

 

# **7.**                                     DURATION

# ** **

The Common Agreement willterminate on 31 December 2027.

 

 

# **8.**                                     WAIVER

# ** **

Notwithstanding the provisionsof clause L.221-1 of the code of commerce, but without this affecting orlimiting the scope of any other stipulation of the Common Agreement and theBank Debt Agreements, Euro Disney S.C.A., Euro Disney Associés S.C.A., EDLHôtels, each Group company , each Creditor and each Agent

 

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(exceptfor CDC insofar as the POSNC1 tranche of the CDC Ordinary Loan Agreementindividually and collectively, expressly and irrevocably waive:

 

(A)                              all recourse that it may have, orbelieve it may in law be entitled to exercise, against any partner**of Euro Disneyland S.N.C. or any one of the SNC HotelCompanies in relation to any obligation of Euro Disneyland S.N.C. or one of theSNC Hotel Companies by virtue of the Common Agreement and the bank DebtAgreements; and

 

(B)                                the taking of any action with theobject of obtaining a court order for the commencement of bankruptcyproceedings or liquidation (*redressement ouliquidation judiciaries*) of Euro Disneyland S.N.C. or any one of theSNC Hotel Companies.

 

 

# **9.**                                     GENERALPROVISIONS

# ** **

## **9.1**                              Memorandum of Agreement 1994

## ** **

In relation to the financialrestructuring of the Group which took place in 1994, the parties agree thatonly the stipulations of the definitions (those definitions which still applyto the following clauses), clause I (Respective undertakings), clause IV.7(Phase II Development Fees), clause VIII (Unity of agreement), clause X(Waiver), clause XI (Confidentiality) and clause XII (Applicable law – Electionof jurisdiction) of the memorandum of agreement dated 14 March 1994remaining in force.

 

## **9.2**                              Agreement of 10 August 1994

## ** **

The parties note that as aresult of the full coming into force of all of the Decisions and Agreements (asdefined in clause 9.3), the Agreement of 10 August 1994 between EuroDisney Associés S.N.C., the banks party to the Phase IA Credit Facility, CDC,the partners of Euro Disneyland S.N.C. party to the Phase IA Partners’ AdvancesAgreement, the banks party to the Phase IB Credit Facility, the partners of theSNC Hotel Companies and the banks party to the Phase IB Advances Agreement andEuro Disney S.C.A. have become obsolete.

 

## **9.3**                              Memorandum of Agreement

## ** **

The parties acknowledge thatby reason of the decisions and of the signature and ofthe coming into force of the Amendment and Restatement of the Common Agreement,the Phase IA Credit Amendment and Restatement Agreement, the Phase IA AdvancesAmendment and Restatement Agreement, the Phase IB Credit Amendment andRestatement Agreement, the Phase IB Advances Amendment and RestatementAgreement, the CDC Loan Agreements and the CDC Second Park Agreements, theinstruments which are set forth in the schedules to each of the

 

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abovementioned agreements and supplemental agreements(hereinafter the **“Decisions and Agreements”**), thestipulations of the Memorandum of Agreement, other than those mentionedhereafter, shall, at the date of the full coming into force of the Decisionsand Agreements, replaced by the stipulations of these Decisions and Agreementsand will become obsolete.

 

The stipulations of theMemorandum of agreement which remain in force are the following: whereas,clause 1 (*Definitions*) (those definitions whichare still applicable for the purposes of the following clauses), clause 2 (*Undertakings*), clause 7.2.2 (*Costs*),article 7.5 (*Unity of Agreement*),clause 7.8 (*Release of**TWDC*),clause 7.10 (*Confidentiality*) clause 7.11 (*Applicable law*) and clause 7.12 (*Language*)

 

## **9.4**                              Prevalence of the Common Agreement

## ** **

In the event that thestipulations of the Common Agreement and those of the Bank Debt Agreements andthe CDC Second Park Agreements, as they may be subsequently amended should beinconsistent or contradictory, the parties expressly agree that the stipulationsof the Common Agreement shall prevail. The Common Agreement does not constitute a novation of the Bank DebtAgreements.

 

## **9.5**                              Modifications

## ** **

Each Creditor undertakes notto accept any amendment to the stipulations relating to the deferment of interest,the relinquishing of debts, or the schedule of repayments of principalunder the relevant Bank Debt Agreements and under the CDC Second ParkAgreements which would favour them in relation to others, or to amend theCommon Agreement unless such amendments have been accepted by all the Creditorspursuant to the stipulations of clause 3.

 

## **9.6**                              Transfer

## ** **

Should a creditor wish toassign or transfer all or part of its rights and obligations in accordance withthe stipulations of the Bank Debt Agreement to which it is a party,that Creditor undertakes to cause the assignee to enter into anagreement whereby the latter expressly acknowledges being bound by the termsand conditions of the Common Agreement.

 

## **9.7**                              Representations and Warranties

## ** **

Each Creditor represents andwarrants that its decision to participate in the 2004 financial restructuringof the Group and to sign the Memorandum of Agreement, the Amendment andRestatement of the Common Agreement, the Phase IA Credit Amendment andRestatement Agreement, the Phase IB Credit Amendment and Restatement Agreement,the Phase IB Advances Amendment and Restatement Agreement, the Phase IAAdvances Amendment and Restatement Agreement, the CDC Loan Agreements and theCDC Second Park Agreements, was made on the basis of its own judgement and thatin making this decision, it did not rely in any fashion on the opinions orrepresentations of the members of the Steering Committee

 

26

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mentioned in the Memorandum ofAgreement or the Agents, or any other Creditor as far as concerns in particularthe financial situation and the activities of the Borrowers, the CommonAgreement, the abovementioned agreements and supplemental agreements, theirschedules and all documents mentioned therein and, more generally, any documentor agreement given or signed on account of the signature of the Memorandum ofAgreement and the abovementioned agreements and supplemental agreements andeach Creditor acknowledges that the members of the Steering Committee and theAgents assume no liability with regard to this.

 

The Agents shall incur noliability with respect to the Borrowers or the Creditors, except in the case ofgross negligence, fraud, or wilful misrepresentation, or violation by one ofthem of its express obligations under the Common Agreement or the Phase IACredit Amendment and Restatement Agreement or the Phase IB Credit Amendment andRestatement Agreement or the Phase IA Advances Amendment and RestatementAgreement or the CDC Loan Agreements or the CDC Second Park Agreements.

 

## **9.8**                              Information

## ** **

If a Borrower fails to make,on time, full payment of a sum due under a Bank Debt Agreement, the relevantAgent will inform the other Agents of this fact.

 

## **9.9**                              Applicable law and jurisdiction

## ** **

The Common Agreement isgoverned by French law.

 

The parties agree that anydisagreement relating to the Common Agreement will be a matter for theexclusive jurisdiction of the commercial court of Paris (*tribunal decommerce de Paris*) or if it involves CDC, a competent court fallingwithin the jurisdiction of the Paris Court of Appeal.

 

## **9.10**                       Language

## ** **

The Common Agreement is signed in the Frenchlanguage. In case of discrepancy between the French text and any other versionwhich may exist in any other language, the French text shall prevail.

 

Amended and restated in Paris,at the Restatement Date

 

27

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**SCHEDULE I** - 

** **

**List of currentsubsidiaries, direct and indirect,of Euro Disney S.C.A., Euro Disney Associés S.C.A. and EDL Hôtels S.C.A.(after the Contribution)**

** **

I.                                         DIRECT SUBSIDIARIES OF EURODISNEY S.C.A.

 
| **Name**                           | ** ** | **RCS**               | ** ** | **Percentage  held** | ** ** |
|------------------------------------|------------|-----------------------|------------|----------------------|------------|
| Euro Disney Associés S.C.A.   |       | RCS Meaux 397 471 822 |       | 82                   | %**(1)**   |
| Euro Disney Commandité S.A.S. |       | RCS Meaux 384 279 808 |       | 100                  | %          |

 

The registered office of each company listed above is at:

 

Immeubles AdministratifsRoute Nationale 3477700 CHESSY

 

II.                                     DIRECT SUBSIDIARIES OF EURO DISNEY ASSOCIES S.C.A.

 
| **Name**                              | ** ** | **RCS**                      | ** ** | **Percentage  held** | ** ** |
|---------------------------------------|------------|------------------------------|------------|----------------------|------------|
| EDL Hôtels S.C.A.                |       | RCS Meaux 347 686 206        |       | 99.99                | %**(2)**   |
| EDL Hôtels Participations S.A.S. |       | RCS Meaux 380 365 015        |       | 100.00               | %          |
| EDL Services S.A.S.                   |       | RCS Meaux 379 410 301        |       | 100.00               | %          |
| Euro Disney Vacances S.A.S.           |       | RCS Meaux 383 850 278        |       | 100.00               | %          |
| Val d’Europe Promotion S.A.S.    |       | RCS Meaux 384 279 857   |       | 100.00               | %          |
| ED Resort Services S.A.S.             |       | RCS Meaux 384 280 046        |       | 100.00               | %          |
| SETEMO lmagineering S.A.R.L.          |       | RCS Meaux 388 457 004        |       | 100.00               | %          |
| Convergence Achats S.A.R.L.           |       | RCS Créteil 444 199 343 |       | 50.00                | %**(3)**   |
| ED Finances 1 S.N.C.                  |       | RCS Meaux 413 892 480        |       | 50.00                | %          |
| ED Finances 2 S.N.C.                  |       | RCS Meaux 413 892 621        |       | 50.00                | %          |
| ED Finances 3 S.N.C.                  |       | RCS Meaux 413 892 761        |       | 50.00                | %          |
| ED Finances 4 S.N.C.                  |       | RCS Meaux 413 892 902        |       | 50.00                | %          |
| Débit de Tabac S.N.C.            |       | RCS Meaux 392 222 220        |       | 40.00                | %          |
| ED Spectacles  S.A.R.L.          |       | RCS Meaux 385 405 584        |       | 20.00                | %          |

 

The registered office of each company listedabove is at:

 

----

**(1)****   **The remaining 18% being held by Euro DisneyInvestments S.A.S. (9 %) and EDL Corporation S.A.S. (9 %), which are indirectlyheld wholly-owned subsidiaries of The Walt Disney Company.

 

**(2)****   **The remaining % being held by EDL Services S.A.S., EDResort Services S.A.S. and Euro Disney Vacances S.A.S., which are directsubsidiaries of Euro Disney Associés S.C.A.

 

**(3)****   **The remaining 50 % being held by Groupe Flo.

 

28

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Immeubles AdministratifsRoute Nationale 3477700 Chessy

 

Except for Convergence Achats S.A.R.L. which has its registered officeat:

 

14, rue du Séminaire94516 Rungis Cedex

 

III.                                 DIRECT SUBSIDIARIESOF EDL HOTELS S.C.A.

 
| **Name**                   | ** ** | **RCS**               | ** ** | **Percentage  held** | ** ** |
|----------------------------|------------|-----------------------|------------|----------------------|------------|
| ED Spectacles S.A.R.L.     |       | RCS Meaux 385 405 584 |       | 80                   | %          |
| Débit de Tabac S.N.C. |       | RCS Meaux 392 222 220 |       | 60                   | %          |
| ED Finances 1 S.N.C.       |       | RCS Meaux 413 892 480 |       | 50                   | %          |
| ED Finances 2 S.N.C.       |       | RCS Meaux 413 892 621 |       | 50                   | %          |
| ED Finances 3 S.N.C.       |       | RCS Meaux 413 892 761 |       | 50                   | %          |
| ED Finances 4 S.N.C.       |       | RCS Meaux 413 892 902 |       | 50                   | %          |

 

IV.                                SUBSIDIARIES OF BOTH EURO DISNEYASSOCIES S.C.A. AND EDL HOTELS S.C.A.

 
| **Name**                   | ** ** | **RCS**               | ** ** | **Percentage  held**           |
|----------------------------|------------|-----------------------|------------|--------------------------------|
| ED Spectacles S.A.R.L.     |       | RCS Meaux 385 405 584 |       | 20% by EDA SCA 80% by EDLH SCA |
| Débit de Tabac S.N.C. |       | RCS Meaux 392 222 220 |       | 40% by EDA SCA 60% by EDLH SCA |
| ED Finances 1 S.N.C.       |       | RCS Meaux 413 892 480 |       | 50% by EDA SCA 50% by EDLH SCA |
| ED Finances 2 S.N.C.       |       | RCS Meaux 413 892 621 |       | 50% by EDA SCA 50% by EDLH SCA |
| ED Finances 3 S.N.C.       |       | RCS Meaux 413 892 761 |       | 50% by EDA SCA 50% by EDLH SCA |
| ED Finances 4 S.N.C.       |       | RCS Meaux 413 892 902 |       | 50% by EDA SCA 50% by EDLH SCA |

 

29

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V.                                    SUBSIDIARY OF EURO DISNEY VACANCES S.A.S.,

(ITSELF A DIRECT SUBSIDIARY OF EURO DISNEY ASSOCIES S.C.A)

 
| **Name**                    | ** ** | **Percentage held** | ** ** |
|-----------------------------|------------|---------------------|------------|
| Euro Disney Vacaciones S.A. |       | 99.90               | %**(4)**   |

 

The registered office of the above company is at:

 

Edificio Gorbea 3

José Bardasano Baos 9

28016 Madrid

(Spain)

 

VI.                                 SUBSIDIARY OF VAL D’EUROPEPROMOTION  S.A.S.,

(ITSELF A DIRECT SUBSIDIARYOFEURO DISNEY ASSOCIES S.C.A.

 
| **Name**                                          | ** ** | ** **            | ** ** | **Percentage held** | ** ** |
|---------------------------------------------------|------------|-----------------------|------------|---------------------|------------|
| Les Villages Nature de Val d’Europe S.A.R.L. |       | RCS Meaux 449 772 953 |       | 50.00               | %**(5)**   |

 

The registered office of the above company is at:

 

Immeubles Administratifs

Route Nationale34

77700 Chessy

----

**(4)****   **The remaining % being held by individuals.

 

**(5)****   **The remaining % being held by Pierre & Vacances.

 

30

----

 

**SCHEDULE **II - 

** **

**List of Phase IABanks, Phase IA Partners, Phase IB Banks**

**and** Phase IB Lenders

** **

**Phase IA Banks**

 

BANCO SANTANDER HISPANO SA

 

BANK OF SCOTLAND

 

BANQUE FEDERATIVE DU CREDIT MUTUEL

 

BAYERISCHE HYPO- UND VEREINSBANK

 

BANK OF AMERICA NA

 

BNP PARIBAS

 

BRED BANQUE POPULAIRE

 

CALYON

 

CIC

 

CITIBANK N.A.

 

CREDIT AGRICOLE SA

 

CREDIT FONCIER DE FRANCE

 

CSFB

 

DEUTSCHE BANK AG

 

DRESDNER BANK AG

 

GOLDMAN SACHS PARIS INC

 

JP MORGAN CHASE BANK NA

 

MORGAN STANLEY BANK INTERNATIONAL LTD

 

NATEXIS BANQUES POPULAIRES

 

BANK OF NOVA SCOTIA

 

31

----

 

**Phase IA Partners**

 

AXA BANQUE

 

BANQUE HERVET

 

BANQUE NSMD

 

BNP PARIBAS

 

BRED BANQUE POPULAIRE

 

CAISSE REGIONALE DU CREDIT AGRICOLE MUTUEL DE LA BRIE

 

CAISSE REGIONALE DU CREDIT AGRICOLE MUTUEL PARIS ILE DEFRANCE

 

CALYON

 

CASDEN BANQUES POPULAIRES

 

COMPAGNIE FINANCIERE DE ROTHSCHILD

 

CREDIT FONCIER DE FRANCE

 

DEXIA CREDIT LOCAL

 

EURODISNEYLAND PARTICIPATIONS SAS

 

FORTIS BANQUE FRANCE

 

PATHE

 

NATEXIS BANQUES POPULAIRES

 

SOCIETE DU LOUVRE

 

SOCIETE NANCEENNE VARIN BERNIER

 

SOFINCO

 

 

**Phase IB Banks**

 

BANCO DE SABADELL

 

BANCO SANTANDER CENTRAL HISPANO

 

BANK OF AMERICA

 

32

----

 

BANQUE FEDERATIVE DU CREDIT MUTUEL

 

BANQUE SAN PAOLO

 

BARCLAYS 

 

BNP PARIBAS

 

CAISSE D’EPARGNE DE PARIS 

 

CALYON

 

CREDIT INDUSTRIEL ET COMMERCIAL

 

CITIBANK

 

CREDIT SUISSE FIRST BOSTON

 

DEUTSCHE BANK

 

DRESDNER

 

GOLDMAN SACHS

 

HYPOVEREINSBANK

 

MERRIL LYNCH

 

MORGAN STANLEY

 

NATEXIS BANQUES POPULAIRES

 

YASUDA TRUST (MIZUHO)

 

 

**Phase IB Lenders**

 

AXA BANQUE

 

BNP PARIBAS

 

CAISSE REGIONAL DU CREDIT AGRICOLE MUTUEL DE L’UNION NORDEST

 

CAISSE REGIONALE DU CREDIT AGRICOLE MUTUEL DE CHAMPAGNEBOURGOGNE

 

CAISSE REGIONALE DU CREDIT AGRICOLE MUTUEL DE LA BRIE

 

33

----

 

CALYON

 

CREDIT AGRICOLE SA

 

CASDEN BANQUES POPULAIRES

 

CREDIT FONCIER DE FRANCE

 

CREDIT LOCAL DE FRANCE (DEXIA)

 

FORTIS 

 

J.P. MORGAN

 

NATEXIS BANQUES POPULAIRES

 

SOCIETE DU LOUVRE

 

SOFINCO

 

34

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**SCHEDULE **III -

** **

**RemunerationAgreement - Form of Letter from Euro Disney S.A.S. and Euro Disney**

**SCA to the BNPParibas, CALYON and CDC**

** **

**Form letter concerning theRemuneration Agreement**

 

[From (letterhead): ]

 

EURO DISNEY S.A.S.

Immeubles Administratifs

Route Nationale 34

77700 Chessy

 

EURO DISNEY S.C.A.

Immeubles Administratifs

Route Nationale 34

77700 Chessy

 

1 December 2004

 

 

**BNP Paribas**

E.C.E.P.

Project Finance

37, place du Marché Saint Honoré

75001 Paris

 

**CALYON**

81-83 rue de Richelieu

75001 Paris

 

**Caisse des Dépôts etConsignations**

72 rue Pierre Mendès-France

75914 Paris Cedex 13

 

Dear Sirs,

 

 

We enclose a copy of a letter sent by Euro Disney S.A.S. to Euro DisneyS.C.A.(schedule A) and of the agreement (the “Agreement”) dated 1 December 2004between Euro Disney SAS and Euro Disney Associés S.C.A. (schedule B).  Terms defined in the Agreement have the samemeanings for the purposes of this letter.

 

We hereby confirm that, so long as any amount remains unpaid in respectof the CDC Loan Agreements, the CDC Second Park Agreements, the Phase IA CreditFacility Agreement, the Phase IB Credit Facility Agreement, the Phase IBAdvances Agreement, the Phase IA

 

35

----

 

Partners Advances Agreement, you will be entitled, in the case of CDC,in respect of the CDC Loan Agreements and the CDC Second Park Agreements, inthe case of BNP Paribas, as Agent for the Phase IA Banks in respect of thePhase IA Credit Facility Agreement, and in the case of CALYON, as Agent for thePhase IB Banks and Phase IB Lenders in respect of the Phase IB Credit FacilityAgreement and the Phase IB Advances Agreement and as Agent for the IA Partnersin respect of the Phase IA Partners Advances Agreement, to take all measureswith a view to enforcing the provisions of the Letter and the Agreement.

 

This letter is provided to you, in the case of CDC, in respect of theCDC Loan Agreements and the CDC Second Park Agreements, in the case of BNPParibas, as Agent for the Phase IA Banks in respect of the Phase IA CreditFacility Agreement, and in the case of CALYON, as Agent for the Phase IB Banksand Phase IB Lenders in respect of the Phase IB Credit Facility Agreement andthe Phase IB Advances Agreement and as Agent for the IA Partners in respect ofthe Phase IA Partners Advances Agreement, for your exclusive benefit and thatof the institutions whose Agents are BNP Paribas and CALYON respectively.  No provision of this letter will grant anythird party or will create in favour of any third party, other than suchinstitutions, in their capacity as creditors under the Phase IA Credit FacilityAgreement, the Phase IB Credit Facility Agreement, the Phase IB AdvancesAgreement, and the Phase IA Partners Advances Agreement, any right or recoursewhatsoever which would not exist in the absence of this letter.

 

This letter will cease to have any effect in the event of theprovisions of article 3.2 (*Royalties and ManagementFees)* of the Memorandum of Agreement being terminated in accordancewith the provisions of article 7.7 (*Termination)* ofthe Memorandum of Agreement.

 

The provisions of this letter are governed by French law and shall beinterpreted in accordance therewith. Any dispute relating thereto will besubmitted to the competent courts within the jurisdiction of the Paris Court ofAppeal.

 
| Yours truly,       |
|--------------------|
|               |
|               |
| Euro Disney S.A.S. |
|               |
|               |
|               |   |
| by                 |

 

36

----

 

 
| Euro Disney S.A.S.               |
|----------------------------------|
| in its capacity as manager of    |
| Euro Disney Associés S.C.A. |
|                             |
|                             |
|                             |   |
| by                               |

 

 

Accepted in the name and on behalf of  the Phase IA Banks party to the PhaseIA Credit Facility Agreement

 

 
|                     |   |
|--------------------------|--------|
| BNP Paribas              |
| in its capacity as Agent |
| by                       |

 

 

Accepted in the name and on behalf of the Phase IB Banks and Phase IBLenders party to the Phase IB Credit Facility Agreement and Phase IB AdvancesAgreement and in the name of the IA Partners party to the Phase IA PartnersAdvances Agreement

 

 
|                     |   |
|--------------------------|--------|
| CALYON                   |
| in its capacity as Agent |
| by                       |

 

 

Accepted

 

 
|                                         |   |
|----------------------------------------------|--------|
| Caisse des Dépôts et Consignations |
| by                                           |

 

37

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**Schedule A**

 

Form of letter on the protection mechanism

Management Fees

 

[on Euro DisneyS.A.S. headed note paper]

 

 

Euro Disney S.C.A.

Immeubles Administratifs

Route Nationale 34

77700 Chessy

 

1 December 2004

 

Dear Sirs,

 

Re: Management Fees

 

We refer to:

 

(i)                                    article IV ofyour *statuts* which provides for certainpayments in our favour by way of remuneration for our management;

 

(ii)                                 the CommonAgreement dated 10 August 1994 as amended and restated in accordance withthe Common Agreement Amendment and Restatement dated 1 December 2004.

 

Terms defined in the *statuts*, in theCommon Agreement and in the Common Agreement Amendment and Restatement have thesame meanings for the purposes of this letter.

 

Notwithstanding the provisions of any other document:

 

(A)                             we agree to receive Management Fees on an annual rather than on aquarterly basis in respect of each of your Financial Years 2005 to 2014inclusive, such remuneration being due and payable subject to (B) and (C)below, not later than five Business Days following the date on which the Agentsreceive the Performance Indicator Report, verified and confirmed, or, as thecase may be, validated by the Expert, in accordance with the Common Agreementand the Covenants;

 

(B)                               we accept the deferral of the Management Fees due in respect of eachof your Financial Years 2005 to 2009 inclusive, up to a total amount of€25 million, excluding taxes, in respect of each Financial Year, theamount so deferred constituting Subordinated Long Term Debt bearing interest atan annual rate of 12 months EURIBOR capitalised annually in accordance with article 1154of the Civil Code until 1 January 2017; with effect from that dateinterest calculated at the above rate will become due and payable annually inarrear. Upon each deferral you will issue in our

 

38

----

 

favour an acknowledgement of debt evidencing such Subordinated Long TermDebt including in substance the terms of the Promissory Note annexed to theStandby Revolving Credit Supplemental Agreement;

 

(C)                               we accept, without prejudice to the foregoing in respect ofFinancial Years 2007, 2008 and 2009, the deferral of Management Fees due inrespect of each of your Financial Years 2007 to 2014 inclusive, if thePerformance Indicator, or, as the case may be, the pro forma PerformanceIndicator for the relevant Financial Year (the “Financial Year PI”) is lowerthan the reference n°1 Performance Indicator for such Financial Year describedin the schedule in an amount equal to the difference between referencePerformance Indicator n° 1 and the Financial Year Performance Indicator, up toan amount of €25 million, excluding taxes, per Financial Year; the amountso deferred shall constitute Subordinated Long Term Debt bearing interest at anannual rate of 12 months EURIBOR capitalised annually in accordance with article 1154of the Civil Code until 1 January 2017; with effect from that dateinterest calculated at the above rate will become due and payable annually inarrear. Upon each deferral you will issue in our favour an acknowledgement ofdebt evidencing such Subordinated Long Term Debt including in substance theterms of the Promissory Note annexed to the Standby Revolving CreditSupplemental Agreement.

 

The provisions of this letter will be for the exclusive benefit of EuroDisney Associés S.C.A. upon realisation of the Contribution in accordance withthe Contribution Agreement.

 

This letter will cease to have any effect in the event of theprovisions of article 3.2 (*Royalties and ManagementFees)* of the Memorandum of Agreement being terminated in accordancewith the provisions of article 7.7 (*Termination)* ofthe Memorandum of Agreement.

 

This letter is signed in the French language.In case of discrepancy between the French text and any other version which mayexist in any other language, the French text shall prevail.

 

The provisions of this letter are governed by French law.  Any dispute relating thereto will be referredto the Paris Commercial Court.

 

Yours truly,

 

 

Euro DisneyS.A.S.

 

39

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**Annex to the Letter**

 

**Reference Performance Indicatorn° 1**

 

**Reference Sequence in millioneuros**

 
| **Financial Year**     | ** ** | **2005**   | ** ** | **2006**   | ** ** | **2007**   | ** ** | **2008**   | ** ** | **2009**   | ** ** | **2010**   | ** ** | **2011**   | ** ** | **2012**   | ** ** | **2013**   | ** ** | **2014**   | ** ** | **2015**   | ** ** | **2016**   | ** ** | **2017  and beyond** | ** ** |
|------------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|----------------------|------------|
| ** **             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** **           | ** ** |
| Reference IP n° 1 |       |       |       |       |       | 282.5      |       | 305.4      |       | 313.1      |       | 317.2      |       | 340.6      |       | 352.7      |       | 365.8      |       | 380.6      |       |       |       |       |       |                 |       |

 

40

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**Schedule B**

 

 

**AGREEMENT**

 

 

**BETWEEN :**

 

 

EURO DISNEYS.A.S. (the « Management Company »)

 

**of****the one part**

 

and

 

EURO DISNEYASSOCIES S.C.A. (the « Operating Company»)

 

**of****the other part**

 

 

**WHEREAS:**

 

The ManagementCompany has been appointed manager of the Operating Company pursuant to thelatter’s *statuts*.

 

The OperatingCompany is one of the Borrowers under a multi currency credit facilityagreement, which operates by way of withdrawals or the issuance of letters ofcredit dated September 5, 1989 between (1) Euro Disneyland S.N.C. and theOperating Company (as Borrowers), (2) the Banks whose names are contained in schedule 1thereto and (3) BNP Paribas (as Agent), as amended and restated on theRestatement Date (the « **Credit Agreement** »)

 

 

**ITIS HEREBY AGREED AS FOLLOWS :**

 

**1.****                                     ****DEFINITIONS**

 

Expressionsdefined in the Credit Agreement, the Common Agreement or the Covenants have thesame meanings for the purposes of this Agreement.

 

**“DebtService”** means, in respect of any Period,all amounts which are due and payable by any member of the Group during suchPeriod pursuant to the Credit Agreements, the CDC Agreement, the Phase IBCredit Facility Agreement, and the

 

41

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Phase IBAdvances Agreement as well as any taxes which are due and payable by themduring such Period.

 

**“Period”** means a quarter, a year or any other period by reference to whichturnover is taken into account in the calculation of Base Fee or Incentive Feeand following the expiration of which such Base Fee or Incentive Fee falls due.

 

**“*Statuts*”** means theOperating Company’s *Statuts*.

 

**2.****                                     ****DECLARATION - UNDERTAKINGS**

 

The Management Company undertakes to comply with the payment terms ofthe Base Fee as provided in its letter to the Operating Company dated 1 December 2004a copy of which is attached to this Agreement and hereby agrees to the paymentdeferral of the Management Fees resulting therefrom.  The Operating Company and the ManagementCompany declare and acknowledge that no management fees have been paid since 1,January, 2003.

 

**3.****                                     ****DEFERRAL OF BASE FEE ANDINCENTIVE FEE**

 

Notwithstanding any contradictory provisions in the Statuts, theManagement Company and the Operating Company agree that in the event that atthe end of any Period, the Group’s cash was insufficient to pay the DebtService in full as well as the Base Fee and Incentive Fee for that Period, theOperating Company will defer payment of Incentive Fee, and if such deferral isinsufficient, payment of Base Fee which would be necessary to allow payment infull of Debt Service (or if the Group’s cash at the end of such Period is lessthan Debt Service, that part of the Debt Service which the available cash willcover) and the Operating Company will not be considered to have failed tocomply with any obligation to the Management Company by reason of the deferralof the Incentive Fee and Base Fee pursuant to this Clause.  The portion of Incentive Fee and Base Fee sodeferred will accumulate and be paid by the Operating Company to the ManagementCompany at the end of the First Period at the end of which the Group’s cash issufficient for this purpose to the extent of available cash after payment infull of all Debt Service in respect of Periods expired after that date.  No interest will accrue on the portion ofIncentive fee so deferred.  Interest willonly accrue on 33 1/3% of Base Fee so deferred. Any portion of Incentive Fee and Base Fee deferred and remaining unpaidwill only constitute an unsecured debt of the Operating Company.

 

**4.****                                     ****CLAWBACK**

 

Notwithstanding any contradictory provision in the *Statuts,*the Management Company and the Operating Company agree that in the event of anyamount of interest or principal due on the Phase IA Credit Facility Agreement,the CDC Agreement Relating to the Granting of Ordinary Loans, the Phase IBCredit Facility Agreement or the Phase IB Advances Agreement not being paid onits due date, the Management Company will immediately suspend payment of anyamount due in respect of management fees and will pay to the Operating Companyan amount

 

42

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equal to onehalf of any Base Fee paid to it in respect of the preceding FinancialYear.  Such amount shall be applied firstin settlement of the unpaid amount and will be a debt due and payable as soonas the Group’s cash is sufficient for such purpose, to the extent of cashavailable after payment in full of all Debt Service falling due up to suchdate.  Interest will only accrue on 331/3% of such debt.

 

**5.****                                     ****GENERAL PROVISIONS**

 

(A)                             In the event of the Completion of Share Capital Increase or theContribution not taking place by 31 March, 2005 and if, at the end of theconsultation period provided for in paragraph (a) of clause 7.7 (*Termination*) of the Memorandum of Agreement, certainprovisions of the Memorandum of Agreement were terminated in accordance withparagraph (b) of such clause 7.7 (*Termination*),the Agreement will automatically cease to have effect.

 

The termination of this Agreement will take effect on the date on whichthe termination of the Memorandum of Agreement takes effect.

 

(B)                               This Agreement will prevail over the agreement dated 10 August 1994between the parties to this Agreement until 31 March 2005.  With effect from such date, unless thisAgreement is terminated as provided in paragraph (A) above, the agreement of 10August 1994 will cease to have effect.

 

(C)                               Headings: The headings to clauses of this Agreement are not to betaken into account in interpreting its provisions.

 

(D)                              Rights and limited recourse: Except as otherwise provided in anyletter or instrument signed by the Management Company and the Operating Companyand expressly referring to this Agreement, no provision of this Agreement willgrant to any third party or create in favour of any third party any right orrecourse whatsoever which would not have existed in the absence of thisAgreement.

 

(E)                                Governing law: This agreement is governed by French law and shall beinterpreted in accordance therewith.

 

43

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(F)                                Jurisdiction: Any dispute which may arise in respect of thisAgreement will be submitted to the exclusive jurisdiction of the Pariscommercial court.

 

 

Made in Paris,on [•] 2004

 

 
|                |   |
|---------------------|--------|
| EURO DISNEY  S.A.S. |

 

 

EURO DISNEYS.A.S.in its capacity as manager of EURO DISNEY ASSOCIES S.C.A.by

 

44

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**SCHEDULE **IV - First PartLicence Supplemental Agreement( (ii) of the definition)

** **

**FOURTH AMENDMENT TO THE LICENSEAGREEMENT**

 

**FOURTH AMENDMENT,**dated as of November 30, 2004, tothe license agreement dated as of February 28, 1989, as amended by a FirstAmendment dated as of January 1, 1991, a Second Amendment dated as of March 1,1993 and a Third Amendment dated as of June 10, 1994 (the “**License Agreement**”).

 

**BETWEEN:**

 

The Walt Disney Company (Netherlands) B.V., a Dutchcorporation, whose registered office is at Koningslaan 34, 1075 AD Amsterdam,Netherlands (the “**Licensor**”).

 

Disney Enterprises, Inc.; formerly known as The Walt Disney Company, aDelaware Corporation, whose registered office is at 500 South Buena VistaStreet, 91521-1030 Burbank, USA (“**DEI**”).

 

**AND:**

 

Euro Disney S.C.A., formerly known as Euro Disneyland S.C.A, a French *société en commandite par actions*, whoseregistered office is at Immeubles Administratifs, RN 34, 77705 Chessy,registered with the Meaux Registry of Commerce under N°334 173 887 (the “**Licensee**”).

 

**WITNESSETH:**

 

Whereas, the Licensor is a temporary successor to DEI under the LicenseAgreement pursuant to a License and Assignment Agreement dated as of July 1,1992 between DEI and the Licensor;

 

Whereas,pursuant to a contribution agreement dated September 30, 2004 and amendedon November 8, 2004 between the Licensee and Euro Disney Associés SCA (“**EDA**”), a *sociétéen commandite par actions*with a capital of 109,997,848.20 euros,having its principal office at Immeubles Administratifs, Route Nationale 34,77700 Chessy, the Licensee agreed to contribute substantially all its assetsand liabilities to EDA (the “**Contribution**”);

 

Whereas, on November 29,2004, the Licensor consented to the transfer of the Licensee’s rights andobligations under the License Agreement to EDA as a result of, and subject to,completion of the Contribution and authorized, subject to the same condition,EDA to enter into sub-licenses with Euro Disneyland SNC and Euro Disney SCA forthe right to use “Euro Disneyland” and “Euro Disney” names in their corporatedenominations;

 

Whereas, the parties agreed to amend the License Agreement subject tothe same conditions;

 

The parties wish to amend the License Agreement as set forth herein.

 

----

 

**NOW, THEREFORE, IT HAS BEEN AGREED ASFOLLOWS:**

 

ARTICLE I

 

Definitions

 

Section 1.27 of the License Agreement shall beamended as follows:

 

“Management Company” shall mean Euro Disney S.A.S., aFrench société par actions simplifiées, acting in its capacity asmanager of Licensee and Euro Disney S.C.A.”

 

ARTICLE II

 

Grant of License

 

A new paragraph (h) is added after paragraph (g) of Section 2.4. of Article II of the License Agreement, reading asfollows:

 

“(h) The right to sublicense to Euro Disney S.C.A. the right to use the“Euro Disney” and “Euro Disneyland” names in its corporate denomination.”

 

ARTICLE III

 

Events of Default; Remedies

 

Paragraph (b) (ii) of Section 14.1 of Article XIV of theLicense Agreement shall be amended and restated as follows:

 

“(b) (ii) any person or entity that is not a Controlled Affiliate ofLicensor becoming (A) an associé commandité or gérant of EuroDisney S.C.A. or Euro Disney Associés S.C.A. or (B) a gérant of EuroDisneyland S.N.C.”

 

ARTICLE IV

 

**Effectiveness**

** **

This fourth amendment is subject to the condition precedent of, andwill become effective immediately upon, completion of the Contribution.

 

**ARTICLE V**

** **

**No Other Amendment**

** **

All provisions of the License Agreement that are notexpressly modified by this fourth amendment shall remain unchanged.

 

45

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ARTICLE VI

 

Miscellaneous

 

Articles XVIII “Choice of Law” and XIX “MiscellaneousProvisions” of the License Agreement are incorporated herein by reference as ifthey had been fully restated herein.

 

IN WITNESS WHEREOF, theparties have caused this fourth amendment to be executed and delivered by theirofficers or duly constituted representatives thereunto duly authorized as ofthe date first above written.

 

 

[SIGNATURES BEGIN ON NEXTPAGE]

 

46

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|   |                                       |   |
|--------|--------------------------------------------|--------|
|   | The Walt Disney Company (Netherlands) B.V. |
|   |                                       |
|   | By:                                        |
|   |                                       |
|   |                                       |
|   |                                       |   |
|   | Disney Enterprises, Inc.                   |
|   |                                       |
|   | By: Joseph M. Santaniello                  |
|   |                                       |
|   |                                       |
|   |                                       |   |
|   | Euro Disney S.C.A.                         |
|   |                                       |
|   | By:                                        |

 

47

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**SCHEDULE IV** - 

** **

**Second Part**

** **

**Licence Supplemental Agreement((iii) of the definition)**

** **

** **

[on The Walt Disney Company(Netherlands) B.V. headed note paper]

 

 

**BNP Paribas**E.C.E.P.Project Finance37, place du Marché Saint Honoré75001 Paris

 

**CALYON**9, quai duPrésident Paul Doumer92920 Paris La Défense

 

**Caisse des Dépôts et Consignations**72 rue PierreMendès-France75914 Paris Cedex 13

 

1 December 2004

 

Dear Sirs,

 

We enclose acopy of a letter sent by The Walt Disney Company (Netherlands) B.V. to EuroDisney S.C.A. (scheduled hereto).  Termsdefined in the letter have the same meanings for the purposes of this letter.

 

We herebyconfirm that, so long as any amount remains unpaid in respect of the CDC LoanAgreements, the CDC Second Park Agreements, the Phase IA Credit FacilityAgreement, the Phase IB Credit Facility Agreement, the Phase IB AdvancesAgreement, the Phase IA Partners Advances Agreement, you will be entitled, inthe case of CDC, in respect of the CDC Loan Agreements and the CDC Second ParkAgreements, in the case of BNP Paribas, as Agent for the Phase IA Banks inrespect of the Phase IA Credit Facility Agreement, and in the case of CALYON,as Agent for the Phase IB Banks and Phase IB Lenders in respect of the Phase IBCredit Facility Agreement and the Phase IB Advances Agreement and as Agent forthe Phase IA Partners in respect of the Phase IA Partners Advances Agreement,to take all measures with a view to enforcing the provisions of the letter.

 

This letter isprovided to you, in the case of CDC, in respect of the CDC Loan Agreements andthe CDC Second Park Agreements, in the case of BNP Paribas, as Agent for thePhase

 

48

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IA Banks inrespect of the Phase IA Credit Facility Agreement, and in the case of CALYON,as Agent for the Phase IB Banks and Phase IB Lenders in respect of the Phase IBCredit Facility Agreement and the Phase IB Advances Agreement and as Agent forthe Phase IA Partners in respect of the Phase IA Partners Advances Agreement,for your exclusive benefit and that of the institutions whose Agents are BNPParibas and CALYON respectively.  Noprovision of this letter will grant any third party or will create in favour ofany third party, other than such institutions, in their capacity as creditorsunder the Phase IA Credit Facility Agreement, the Phase IB Credit FacilityAgreement, the Phase IB Advances Agreement, and the Phase IA Partners AdvancesAgreement, any right or recourse whatsoever which would not exist in theabsence of this letter.

 

This letterwill cease to have any effect in the event of the provisions of article 3.2(*Royalties and Management Fees)* of theMemorandum of Agreement being terminated in accordance with the provisions of article 7.7(*Termination)* of the Memorandum ofAgreement.

 

The provisionsof this letter are governed by and shall be construed in accordance with Frenchlaw.  Any dispute relating thereto willbe referred to the competent courts within the jurisdiction of the Paris Courtof Appeal.

 

This letter isfurnished in the English language and in the French language by us to you inconnection with the financial restructuring of the Euro Disney project and issolely for the benefit of the Creditors and their respective assignees.  In the event of any discrepancy between theEnglish version and the French version, the French version will prevail.

 

Yours truly,

 

 

TheWalt Disney Company (Netherlands) B.V.

 

 
|   |   |
|--------|--------|
| By     |

 

49

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Accepted inthe name and on behalf of the Phase IA Banks party to the Phase IA CreditFacility Agreement

 

 
|                      |   |
|---------------------------|--------|
| BNP Paribas               |   |
| in its  capacity as Agent |   |
| by                        |   |

 

 

Accepted inthe name and on behalf of the Phase IB Banks and Phase IB Lenders party to thePhase IB Credit Facility Agreement and Phase IB Advances Agreement and in thename of the Phase IA Partners party to the Phase IA Partners Advances Agreement

 

 
|                      |   |
|---------------------------|--------|
| CALYON                    |   |
| in its  capacity as Agent |   |
| by                        |   |

 

 

Accepted

 

 
|                                         |   |
|----------------------------------------------|--------|
| Caisse des Dépôts et Consignations |   |
| by                                           |   |

 

50

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Schedule

 

Form of Protection Mechanism LetterRoyalties

 

[on The Walt Disney Company(Netherlands) B.V. headed note paper]

 

 

Euro Disney S.C.A.Immeubles AdministratifsRoute Nationale 3477700 Chessy

 

1 December 2004

 

Dear Sirs,

 

Re: Royalties

 

We refer to:

 

(i)               the LicenceAgreement (as modified, the “Licence Agreement “) dated as of February 28,1989 among Disney Enterprises, Inc. (formerly known as The Walt DisneyCompany), The Walt Disney Company (Netherlands) B.V. (the “Licensor”) astemporary successor thereof and Euro Disney S.C.A. (the “Licensee”);

 

(ii)            the CommonAgreement dated 10 August 1994 as amended and restated in accordance withthe Common Agreement Amendment and Restatement dated 1 December 2004;

 

(iii)         the letter dated 1 December 2004from Euro Disney S.A.S. to you relating to Management Fees (the “Letter”).

 

Terms definedin the *statuts*, in the Common Agreement and inthe Common Agreement Amendment and Restatement have the same meanings for thepurposes of this letter.

 

Notwithstandingthe provisions of any other document:

 

(A)                             we agree to receive Royalties on an annual rather than on aquarterly basis in respect of each of your Financial Years 2005 to 2014inclusive (it being understood that other provisions of Section 6.1 of theLicence Agreement, including provisions regarding the determination of theamount of the Royalties which will continue to be determined on a quarterlybasis, will continue to be applied in accordance with their current terms) suchRoyalties being due and payable subject to (B) and (C) below, not later thanfive Business Days following the date on which the Agents receive thePerformance Indicator Report, verified and confirmed, or, as the case may be,validated by the Expert, in accordance with the Common Agreement and theCovenants.

 

51

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(B)                               we accept the deferral of the Royalties due in respect of each ofyour Financial Years 2005 to 2009 inclusive, up to a total amount of€25 million, excluding taxes, per Financial Year (after deducting anydeferred Management Fee in respect of such Financial Year in accordance withparagraph (B) of the Letter), the amount so deferred constituting SubordinatedLong Term Debt bearing interest at an annual rate of 12 months EURIBORcapitalised annually in accordance with article 1154 of the Civil Codeuntil 1 January 2017; with effect from that date interest calculated atthe above rate will become due and payable annually in arrear. Upon eachdeferral you will issue in our favour a promissory note evidencing suchSubordinated Long Term Debt including in substance the terms of the PromissoryNote annexed to the Standby Revolving Credit Supplemental Agreement;

 

(C)                               we accept, without prejudice to the foregoing in respect ofFinancial Years 2007, 2008 and 2009, the deferral of Royalties due in respectof each of your Financial Years 2007 to 2014 inclusive, if the PerformanceIndicator, or, as the case may be, the pro forma Performance Indicator for therelevant Financial Year (the “Financial Year PI”) is lower than the referencen°1 Performance Indicator for such Financial Year as described in the schedule inan amount equal to the difference between reference Performance Indicator n° 1and the Financial Year Performance Indicator, up to an amount of€25 million, excluding taxes, per Financial Year (after deduction of anydeferred Management Fee amount for the same Financial year in accordance withparagraph (C) of the Letter); the amount so deferred shall constituteSubordinated Long Term Debt bearing interest at an annual rate of 12 monthsEURIBOR capitalised annually in accordance with article 1154 of the CivilCode until 1 January 2017; with effect from that date interest calculatedat the above rate will become due and payable annually in arrear. Upon eachdeferral you will issue in our favour a promissory note evidencing suchSubordinated Long Term Debt including in substance the terms of the PromissoryNote annexed to the Standby Revolving Credit Supplemental Agreement.

 

The provisionsof this letter will be for the exclusive benefit of Euro Disney Associés S.C.A.as Licensee upon realisation of the Contribution in accordance with the ContributionAgreement. In addition, all rights and obligations of the Licensor pursuant tothis letter will be deemed transferred to, and inure to the benefit of, anysuccessors to the Licensor under the Licence Agreement.

 

This letterwill cease to have any effect in the event of the provisions of article 3.2(Royalties and Management Fees) of the Memorandum of Agreement being terminatedin accordance with the provisions of article 7.7 (Termination) of theMemorandum of Agreement.

 

52

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The provisionsof this letter are governed by French law. Any dispute relating thereto will be referred to the Paris CommercialCourt.

 

 

Yours truly,

 
|   | The Walt  Disney Company (Netherlands) B.V. |
|--------|---------------------------------------------|
|   |                                        |
|   | By:                                         |   |   |

 

 

 

Signedby way of agreement byDisney Enterprises, Inc.

 
| By: |   |   |
|-----|--------|--------|

 

53

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**Annex to the Letter**

 

**Reference Performance Indicator n° 1**

 

**Reference Sequence in million euros**

 
| **Financial Year**      | ** ** | **2****005** | ** ** | **2006** | ** ** | **2007** | ** ** | **2008** | ** ** | **2009** | ** ** | **2010** | ** ** | **2011** | ** ** | **2012** | ** ** | **2013** | ** ** | **2014** | ** ** | **2015** | ** ** | **2016** | ** ** | **2017  and beyond** | ** ** |
|-------------------------|------------|--------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------------------|------------|
| Reference IP  n° 1 |       |         |       |     |       | 282.5    |       | 305.4    |       | 313.1    |       | 317.2    |       | 340.6    |       | 352.7    |       | 365.8    |       | 380.6    |       |     |       |     |       |                 |       |

 

54

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**SCHEDULE IV** -

** **

**Part Three**

** **

**Letter from DisneyEnterprises, Inc.( (iv) of the definition)**

** **

Draftof November 19, 2004

 

(Letterhead of Disney Enterprises, Inc.)

 
| To:       | BNP Paribas                                      |                 |
|-----------|--------------------------------------------------|----------------------|
|      | E.C.E.P.                                         |                 |
|      | Project Finance                                  |                 |
|      | 37, place du Marché Saint Honoré       |                 |
|      | 75001 PARIS                                      |                 |
|      |                                             |                 |
|      | as Agent for  the Phase IA Banks                 |                 |
|      |                                             |                 |
| To:       | Caisse des Dépôts et Consignations     |                 |
|      | 73, avenue Pierre Mendès-France             |                 |
|      | 75003 PARIS                                      |                 |
|      |                                             |                 |
| To : | CALYON                                           |                 |
|      | 9, quai du Président Paul Doumer            |                 |
|      | 92920 PARIS LA DEFENSE CEDEX                     |                 |
|      |                                             |                 |
|      | As Agents  for the Creditors which are parties   |                 |
|      | to the Phase  IA Credit Facility Agreement,      |                 |
|      | the Phase IA  Partners’ Advances Agreement, |                 |
|      | the Phase IB  Credit Facility Agreement and      |                 |
|      | the Phase IB  Advances Agreement                 |                 |
|      |                                             | 1 December 2004 |

 

 

Dear Sirs,

 

Re:  License Agreement

 

1.                                      We refer to (i) the License Agreement (as modified, the “License Agreement”)dated as of February 28, 1989 among Disney Enterprises, Inc. (formerlyknown as The Walt Disney Company), The Walt Disney Company (Netherlands) B.V.(the “Licensor”) as temporary successor thereof and Euro Disney S.C.A. (the “Licensee”),(ii) the Common Agreement dated August 10, 1994 as amended and restated inaccordance with the Common Agreement Amendment and Restatement dated 1 December 2004;

 

55

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and (iii) theletter dated 1 December 2004 from the Licensor to the Licensee relating toRoyalties (the “Letter”).

 

2.                                      Terms defined in the License Agreement, in the Common Agreement andin the Common Agreement Amendment and Restatement have the same meanings forthe purposes of this letter.

 

3.                                      This is to confirm that should the rights of the Licensor resultingfrom the License and Assignment Agreement, dated as of July 1, 1992, asamended be assigned to another of our subsidiaries (the “Assignee”), we willcause the Assignee to assume the undertakings of the Licensor resulting fromthe Letter or assume them ourselves , should theLicence and Assignment Agreement terminate;

 

4.                                      (a)  This letter and therights and obligations of the parties hereunder shall be construed inaccordance with and be governed by the laws of the State of New York withoutregard to the conflict of law principles thereof.  Any legal action or proceeding against uswith respect to this letter shall be brought exclusively in the courts of theState of New York or of the United States for the Southern District of NewYork, and by execution and delivery of this letter we hereby irrevocably acceptthe jurisdiction of the aforesaid courts.

 

(b)  We hereby irrevocably waiveany objection which we may now or hereafter have to the laying of venue of anyof the aforesaid action or proceeding arising out of or in connection with thisletter brought in the courts referred to in paragraph (a) above and herebyfurther irrevocably waive and agree not to plead or claim in any such courtthat such action or proceeding brought in any such court has been brought in aninconvenient forum.

 

This letter isfurnished in the English language by us to you in connection with the financialrestructuring of the Euro Disney project and is solely for the benefit of theCreditors and their respective assignees.

 

 
| Very truly  yours,        |
|---------------------------|
| Disney  Enterprises, Inc. |
|                      |
| By                        |   |   |

 

 
| Agreed and  accepted on behalf of the       |
|---------------------------------------------|
| Creditors  that are parties to the Phase IA |
| Credit  Facility Agreement                  |
|                                        |
| BNP Paribas                                 |
| as Agent                                    |

 

56

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| By                                           |   |   |
|----------------------------------------------|--------|--------|
|                                         |
|                                         |
| Agreed and  accepted on behalf of the        |
| Creditors  that are parties to the Phase IA  |
| Partners’  Advances Agreement the Phase |
| IB Credit  Facility Agreement and the        |
| Phase IB  Advances Agreement                 |
|                                         |
| CALYON                                       |
| as Agent                                     |
| By                                           |   |   |
|                                         |
|                                         |
| Agreed and accepted                          |
| Caisse des Dépôts et Consignations |
|                                         |
|                                         |
| By                                           |   |   |

 

57

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**SCHEDULE V** -

** **

**Covenants**

** **

**[See Exhibit 4.17 (c) of the Form 20-F]**

 

58

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