**Exhibit 4.24**

 

**AMENDED AND RESTATED LOAN AGREEMENT**

 

 

**TRANCHE B**

 

 

**DATED1 DECEMBER 2004**

 

 

**BETWEEN**

 

 

**EURO DISNEY S.C.A.**

 

 

as Borrower

 

 

**AND**

 

 

**LA CAISSEDES DÉPÔTS ET CONSIGNATIONS.**

 

as Lender

 

 

 

**LAW FIRM AT THE COURT OF PARIS**

**26, cours Albert 1er75008 Paris Tél. +33 (0)1 40 75 60 00 Fax +33 (0)1 43 59 37 79**

**E-mail info@gide.com w****w****w****.gide.com**

 

 

 

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**BETWEEN THEUNDERSIGNED**

 

**1.****        ****EURO DISNEY S.C.A.**, a *sociétéen commandite par actions*  [French limited partnership] with a share capital of10,826,802.92 euros, which registered office is at Immeubles Administratifs,Route Nationale 34, 77700 Chessy, entered in the Meaux Trade Register undernumber 334 173 887, represented by Mr. Jeffrey R. Speed, duly authorised forthe purpose hereof,

 

hereinafter “**EuroDisney S.C.A.**”, and until the completion of the Transfer, the “**Borrower**”

 

**2.****        ****LA CAISSE DES DÉPÔTS ETCONSIGNATIONS**, an *établissement public à statut spécial*  [specialstatus public corporation] constituted pursuant to the law of 28 April 1816, codified under articleL. 518-7 *et seq.* of the monetaryand financial Code,, which main office is situated at 56, rue de Lille, 75007Paris, represented by Mr. Jean François de Caffarelli, duly authorised for thepurpose hereof,

 

hereinafter “**CDC**”or the “**Lender**”.

 

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**TABLEOF CONTENTS**

 
| **ARTICLE 1.**  | **DEFINITIONS**                                        |   |
|-----------------|--------------------------------------------------------|--------|
| **ARTICLE 2.**  | **AMOUNT OF THE LOAN**                                 |   |
| **ARTICLE 3.**  | **PAYMENT OF INTEREST – REPAYMENT OF  PRINCIPAL** |   |
| **ARTICLE 4.**  | **PREPAYMENT AT THE OPTION OF THE BORROWER**           |   |
| **ARTICLE 5.**  | **REPRESENTATIONS AND WARRANTIES**                     |   |
| **ARTICLE 6.**  | **COVENANTS**                                          |   |
| **ARTICLE 7.**  | **SUBORDINATION**                                      |   |
| **ARTICLE 8.**  | **MORTGAGE ALLOCATION**                                |   |
| **ARTICLE 9.**  | **LENDERS’ MEETING**                              |   |
| **ARTICLE 10.** | **EVENTS OF DEFAULT**                                  |   |
| **ARTICLE 11.** | **CONFIDENTIALITY**                                    |   |
| **ARTICLE 12.** | **MISCELLANEOUS PROVISIONS**                           |   |

 

 

**LISTOF ANNEXES**

** **
| **ANNEX I**   | Form of Subordination Agreement                                                                      |
|---------------|------------------------------------------------------------------------------------------------------|
| ** **    |                                                                                                 |
| **ANNEX II**  | Repayment and interest payment schedule of Tranche B                                                 |
| ** **    |                                                                                                 |
| **ANNEX III** | Form of agreement containing the terms and  conditions applicable to the Long Term Subordinated Debt |

 

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**WHEREAS:**

 

**(A)**       Inaccordance with the provisions of the Agreement entitled “Agreement For theCreation and Operation of Euro Disneyland in France” entered into with theFrench Government on 24 March 1987, as amended (the “**Master Agreement**”), Euro Disney S.C.A. and Euro DisneylandS.N.C. (referred to jointly as the “**IABorrowers**”) were set up in order to implement and operate the “EuroDisneyland” project involving the construction of the “Disneyland” theme parksituated in Marne-la-Vallée (“**Disneyland Park**”)and its peripheral development (the “**Project**”).

 

**(B)**       Inconnection with the implementation of phase I of the Project, CDC granted the IABorrowers loans including ordinary loans and participating loans in accordancewith the terms and conditions of the Master Agreement (and notably Article 18thereof and Annex 18 thereof as modified by the supplemental agreements dated30 December 1994 and 1 December 2004) and the following agreements:

 

(i)            an agreement on the granting ofparticipating loans entered into on 17 May 1989 as modified by supplementalagreements dated 10 August 1994 and 30 September 1999 respectively, and amendedand restated by an agreement dated 1 December 2004 (the “**Agreement on the Granting of Participating Loans**”);****and

 

(ii)           an agreement on the granting of ordinary loans entered into on 17 May1989 as modified by supplemental agreements dated 10 August 1994 and 30September 1999 and amended and restated by an agreement dated 1 December 2004(the****“**Agreement on the Granting of Ordinary Loans**”);

 

The Agreementon the Granting of Participating Loans and the Agreement on the Granting ofOrdinary Loans are hereinafter collectively referred to as the “**Phase I CDC Loans”.**

 

**(C)****      **Pursuant to an agreement dated 10 August 1994,a common agreement was entered into among the banks party to the Phase IA LoanAgreement, CDC, the partners of Euro Disneyland S.N.C. party to the Phase IAPartners Advances Agreement, the banks party to the Phase IB Loan Agreement,the partners of the Hotel SNCs and the lenders party to the Phase IB AdvancesAgreement on the one hand (the “**Creditors**”),BNP****Paribas and Calyon as agentson the other hand and Euro Disney S.C.A., Euro Disneyland S.N.C. and othercompanies of the Euro Disney Group (the “**CommonAgreement**”).

 

The variousprovisions of the common agreement include a certain number of CommonUndertakings signed by Euro Disney S.C.A., Euro Disneyland S.N.C. and othercompanies of the Euro Disney Group vis-à-vis the Creditors. The CommonAgreement dated 10 August 1994 has been updated in a new agreement dated todaywhich replaces the initial agreement (the “**Amendedand Restated Common Agreement**”).

 

**(D)****      **As part of the development of the Project andin accordance with the terms of the Master Agreement, Euro Disney S.C.A.examined and decided upon the construction of a second theme park denominated“Park Walt Disney Studios” adjacent to the Disneyland Park (the “**Second Park”**) and wished to put in placethe resources to provide funding for the construction of this Second Park.

 

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To this end,CDC agreed to grant the Borrower financing (the “**Financing**”) made up of four loans (the **“Second Park CDC Loans”)**as describedbelow:

 

•      a first loan representing 20% of the TotalPrincipal Amount of the Financing (“**TrancheA”)**was granted to the Borrower under the terms of an agreementdated 30 September 1999 and reiterated in a notarized act dated 21 January 2004and made by Mr. Bertrand Lacourte, Notary;

 

•      a second loan representing 20% of the TotalPrincipal Amount of the Financing (**TrancheB”)**was granted to the Borrower under the terms of an agreementdated 30 September 1999 and reiterated in a notarized act dated 21 January 2004and made by Mr. Bertrand Lacourte, Notary (the “**Agreement B**”);

 

•      a third loan representing 30% of the TotalPrincipal Amount of the Financing (“**TrancheC”)**was granted to the Borrower under the terms of an agreementdated 30 September 1999 as modified on 18 November 2002 and reiterated in anotarized act dated 21 January 2004 and made by Mr. Bertrand Lacourte, Notary;

 

•      a fourth loan representing 30% of the TotalPrincipal Amount of the Financing (“**TrancheD”)**was granted to the Borrower under the terms of an agreementdated 30 September 1999 as modified on 18 November 2002 and reiterated in anotarized act dated 21 January 2004 and made by Mr. Bertrand Lacourte Notary**;**

 

the four aforementioned agreements, including the Agreement B, shall bereferred to hereinafter as the “**Second ParkCDC Loans Agreements**.”

 

It beingspecified that certain changes have been brought to the Second Park CDC LoansAgreements pursuant to an amendment agreement dated as of 18 November 2002 (the“**Amendments**”).

 

**(E)**        Asa result of financial difficulties experienced by the Euro Disney Group, EuroDisney S.C.A, Euro Disneyland S.N.C., EDL Hôtels S.C.A., the Hotel SNCs, TheWalt Disney Company, CDC along with the banks party to the Phase IA LoanAgreement, the banks party to the Phase IB Loan Agreement and the Phase IAPartners and the Phase IB Lenders, as represented by their respective agentsBNP Paribas and Calyon, came together with a view to drawing up, on 8 June2004, a memorandum of agreement for the purpose of agreeing on the necessarymeasures for restoring its financial balance the terms of which had beenapproved by the steering committee then amended pursuant to a letter dated 20September 2004 addressed by Euro Disney S.C.A. to CDC as well as the Phase IABanks, the Phase IB Banks, the Phase IA Partners and the Phase IB Lenders, saidmemorandum as amended by the aforementioned letter having been agreed upon byall parties pursuant to a letter dated 30 September 2004 (the “**Memorandum of Agreement**”).

 

**(F)**        Themain purpose of the Memorandum of Agreement in relation to the Second Park CDCLoans is to provide for:

 

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(i)         new terms for the payment of interest owed by theBorrower under the Second Park CDC Loans on 31 December 2004;

 

(ii)        the granting to the Borrower of a new loancalled “**Tranche E**”****made up of interest owed by the Borrowerto CDC under the Second Park CDC Loans for the years 2001 to 2003, the paymentof which was deferred pursuant to paragraph 11.02 (ii) of each of the SecondPark CDC Loans, plus accrued interest at the interest rate specified underArticle 11.04 of each of the Second Park CDC Loans until the Share CapitalIncrease Date;

 

(iii)          the transfer by the Euro Disney S.C.A. to Euro Disney Associés of theSecond Park CDC Loans on the date of the transfer agreed between Euro DisneyS.C.A. and Euro Disney Associés (subject to the rules governing demergers andwithout entailing a squeeze out) for all or almost all the assets andliabilities of Euro Disney S.C.A. to Euro Disney Associés under thecontribution agreement entered into between Euro Disney S.C.A. and Euro DisneyAssociés on 30 September 2004, as amended on 8 November 2004 (the “**Transfer**”);

 

(iv)          a release of debt by CDC in an amount of€2,500,000 per annum under the interest due on the Second Park CDC Loans forthe financial years 2005 to 2012; and

 

(v)           a mechanism for the deferred paymentof the interest owed to CDC under the Second Park CDC Loans for financial years2005 to 2014 based on whether or not the Reference Performance Indicator isachieved.

 

**(G)**       Asa consequence of the execution of the Memorandum Agreement and for the purposeof implementing it, the Second Park CDC Loans Agreement will have to beamended; in addition, the parties hereto wish to dispose of a version of theSecond Park CDC Loans Agreement inclusive of the Amendments, the creation of aTranche E and that deletes from its text any historic provision that has becomeobsolete, that updates certain obsolete references, that clarifies the draftingof certain provisions, that reflects the consequences of the Transfer and thatharmonizes certain terms of the Second Park CDC Loans Agreement with the restof the documentation relating to the Project.

 

**(H)****      **The purpose of this agreement is to materiallyintegrate in the Agreement B the amendments set forth in paragraph (G) aboveand to restate the Agreement B in all its provisions that have not been amendedby this agreement.

 

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**NOW THEREFORE THE PARTIES AGREE AS FOLLOWS**

 

**ARTICLE 1.****         ****DEF****INITIONS**

 

The words and expressionsdefined below will have the following meaning in this agreement:

 

“**Agents**” collectively means CDC, BNP Paribas as agent for thePhase IA Banks, Calyon as agent for the Phase IB Banks, agent for the Phase IBLenders and agent for the Phase IA Partners or any other establishment whichmay succeed them in this capacity.

 

“**Agreement B**” has the meaning given to it in the introductionto this agreement.

 

“**Agreement****E**”means the loan agreement under Tranche E that Euro Disney Associés and the CDCmust enter into just before or at the same time as the Realisation of CapitalIncrease.

 

“**Agreement on the Granting of Ordinary Loans”**has the meaninggiven to it in the introduction to this agreement.

 

“**Agreement on the Granting of Participating Loans”**has themeaning given to it in the introduction to this agreement.

 

“**Amended and Restated Agreement B**” means this agreement datedas of the date hereof between the Borrower and CDC pertaining to Tranche B,incorporating the Amendments and amending and restating Agreement B pursuant tothe terms of paragraph (G) of the introduction of this agreement.

 

“**Amended and Restated Common Agreement**” has the meaning givento it in the introduction of this agreement.

 

“**Amended and Restated Second Park CDC Loan Agreements**” meansthe Second Park CDC Loan Agreements, including Agreement B, governing theTranche A, the Tranche B, the Tranche C and the Tranche D pursuant to the termsof four agreements dated as of the date hereof between the Borrower and CDC andpursuant to the terms of an agreement to be entered into just before or at thesame time as the Realisation of Capital Increase (namely, the Agreement E governingthe Tranche E), as amended and restated pursuant to paragraph (G) of theintroduction to this agreement.

 

“**Annex**” means any annex to this agreement.

 

**“Annual PaymentDate”**means(i) over the period starting as of the Signature Date and ending on 31 December2016 (included), the fifth Working Day following the date on which the Agentsreceived the Performance Indicator Report verified and confirmed or, asapplicable, validated by the Expert, in accordance with the provisions ofsub-annex 2 (*Performance IndicatorDetermination*) of the Common Undertakings and not before the 31December following the end of the Financial Year in question and (ii) startingas of 1 January 2017, 30 October of each year; it being however understood thatif an Annual Payment Date falls on a non-Working Day, the Annual Payment Datewill be deferred until the first Working Day thereafter.

 

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“**Article**” means any article of this agreement.

 

“**Borrower**” means Euro Disney S.C.A. and as from completion ofthe Transfer it shall mean Euro Disney Associés.

 

“**CDC Ordinary Loan**” means the loan granted by CDC to theBorrower under the Agreement on the Granting of Ordinary Loans.

 

“**Common Agreement**” has the meaning given to it in theintroduction of this agreement.

 

“**Consolidated Equity Capital”**means Euro Disney S.C.A.’s andits subsidiaries’ consolidated equity capital on the basis of the most recentconsolidated balance sheet in accordance with the accounting standards in forcein France used by Euro Disney S.C.A. on the Date of Signing.

 

“**Date of Signing**” means the date of signing of this agreement,namely 1 December 2004.

 

“**Debts**” means the sum of the principal amounts still owed byEuro Disney S.C.A. and its present and future subsidiaries as well as by EuroDisneyland S.N.C. and the Hotel SNCs on the date an Envisaged Debt is madeavailable in respect of:

 

(i)            Senior Funding,

 

(ii)           Second Park CDC Loans,

 

(iii)          debts incurred under article 4 (*Other Indebtedness*) of the CommonUndertakings,

 

(iv)          debts previously incurred in accordance with theterms defined in Article 10.1 (g), and

 

(v)           all other securities representing a debt, plus theprincipal amount of this Envisaged Debt.

 

“**Disneyland Park**” has the meaning given to it in theintroduction to this agreement.

 

“**Encumbered Properties**” has the meaning given to it in Article8 (*Mortgage Allocation*).

 

“**Envisaged Debt**” has the meaning given to it in Article 10.1 (*Definition of Events of Default).*

 

“**EURIBOR**” means, in relation to any Interest Period underTranche B, the euro interbank rate expressed in the form of an annual rate asdisplayed on the TELERATE screen page 248 by the European Banking Federation,at around 11 a.m. (Brussels time) two (2) Target Days before the first day ofsaid Interest Period (or, if this date of calculation is not a Working Day, thefirst Working Day which is at least two (2) Target Days before the first day ofsaid Interest Period) on which interbank deposits in euro are offered byleading banks within the euro zone for a period of time equal to said InterestPeriod.

 

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If this rate is not displayed onthe TELERATE screen or the EURIBOR page of Reuters, it will be replaced by arate calculated by CDC, which equals the arithmetic average (rounded up, wherenecessary, to the next sixteenth of a percent) of the annual rates quoted atthe request of CDC by the Reference Banks at around 15h00 (Brussels time) two(2) Target Days before the first day of the Interest Period in question (or ifthis date of calculation is not a Working Day, the first Working Day which isat least two (2) Target Days before the first day of this Interest Period) onwhich deposits in euro are offered by the Reference Banks to leading banks inthe euro zone interbank market for a period of time equal to the InterestPeriod in question and starting on the first day of this Interest Period andfor an amount comparable to the amount to be financed, it being specified thatif a Reference Bank does not quote rates at the request of CDC, this rate willbe determined by CDC under the conditions laid down in this paragraph on thebasis of the rates quoted by at least two other Reference Banks. If noReference Bank quotes rates at the request of CDC, or if just one ReferenceBank does so, the interest rate to be applied for the Interest Period inquestion will be CDC’s cost of refinancing on the interbank market for the sumsfor which the EURIBOR is applied on the date at which the interest rate isdetermined..

 

“**Euro Disney Associés**” means Euro Disney Associés, a *société en commandite par actions*[Frenchlimited partnership] with a share capital of * *€109,997,848.20 whoseregistered office is at Immeubles Administratifs, Route Nationale 34, 77700Chessy, entered in the Meaux Trade Register under number 397 471 822,a company required to apply this agreement at the time of the Transfer. It isspecified that until 30 September 2004, Euro Disney Associés existed under theform of a *société en nom collectif*[general partnership].

 

“**Euro Disney Group**” means Euro Disney S.C.A. and its presentand future affiliates.

 

“**Event of default”**has the meaning given to it in Article 10.1(*Definition of Events of Default*).

 

“**Expert**” has the meaning given to it in the Amended andRestated Common Agreement.

 

“**Financial Year**” means the period N starting on 1 October ofthe calendar year N-1 and ending on 30 September of calendar year N. Forexample, the 2004 Financial Year starts on 1 October 2003 and ends on 30September 2004.

 

“**Financing**” has the meaning given to it in the introduction tothis agreement.

 

“**Financing Agreements**” means the following agreements:

 

(i)            Phase IA Credit Agreement;

 

(ii)           Agreement on the Granting of Ordinary Loans;

 

(iii)          Agreement on the Granting of ParticipatingLoans;

 

(iv)          Phase IA Partners Advances Agreement;

 

(v)           Phase IB Credit Agreement; and

 

(vi)          Phase IB Advances Agreement.

 

“**Free Cash Flow”**means the sum of:

 

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(i)         all available or immediately realisable assetsheld by Euro Disney Associés or any subsidiary controlled by it within themeaning of Article L.233–3 of the Commercial Code*,*and

 

(ii)        anyamount advanced in any form, directly or indirectly, by Euro Disney S.C.A. orEuro Disney Associés to a subsidiary not controlled by any one of them whoseimmediate repayment is contractually due subject to the limits of the free cashflow of that subsidiary defined as stated in (i) above.

 

minus the annual amount ofoperating expenses of Euro Disney S.C.A. as budgeted for the current financialyear, within the limits of 5.000.000 euros (net of tax) for a financial year,it being understood that said budget is likely to vary starting as of theFinancial Year 2006, up to the limit of an equivalent annual inflation amount,the amount of said operating expenses will have to be notified by Euro DisneyAssociés to CDC at the latest on the 15th of November of every year.

 

“**Hotel SNCs**” means the following *sociétés en nom collectif* [general partnerships]: Hôtel New York Associés S.N.C.,Newport Bay Club Associés S.N.C., Sequoia Lodge Associés S.N.C., Cheyenne HôtelAssociés S.N.C., Hôtel Santa Fe Associés S.N.C. and Centre de DivertissementsAssociés S.N.C.

 

“**IA Borrowers**” has the meaning given to it in the introductionto this agreement.

 

“**Initial Conclusion Date**” means the date on which the AgreementB is signed, namely 30 September 1999.

 

“**Insufficient Free Cash Flow”**means, on a given Annual PaymentDate, the negative difference between the Free Cash Flow at that date, on theone hand, and the sum of the amounts due and payable under the Second Park CDCLoans on the same day and all the sums due and payable under the Senior Fundingfor the Period, as defined in Article 7.2 (ii) following that date on the otherhand.

 

“**Interest Period**”****meansfor the purpose of calculating the interest specified in Article 3.5 (*Default Interest*)****and in Article 7.4 (*Rate of Interest Applicable in the Event of theDeferral of the Due Date*),**aninterest period of three (3) months, it being understood that the first day ofeach Interest Period will be 1 January, 1 April, 1 July and 1 October of eachyear.

 

“**Common Undertakings**” means the covenants listed in Annex V ofthe Amended and Restated Common Agreement as amended by supplemental agreementin connection with any authorisation or waiver granted in accordance with theAmended and Restated Common Agreement.

 

“**Leasing Agreement**” means the lease agreement dated 30 June1994 relating to certain assets as entered into by Euro Disneyland S.N.C. inthe capacity of lessor and Euro Disney Associés, in its capacity as lessee, asmodified by supplemental agreements.

 

“**Long-Term Subordinated Debt**” means any sum owed in particularby the Borrower in respect of the Amended and Restated Second Park CDC LoanAgreements, which may not be paid before the date on which all the sums due inrespect of the Financing Agreements have been paid in full.

 

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“**Master Agreement**” has the meaning given to it in theintroduction to this agreement.

 

“**Memorandum of Agreement**” has the meaning given to it in thisagreement*.*

 

“**Performance Indicator**” has the meaning given to it in theJoint Covenants.

 

“**Performance Indicator Report**” has the meaning given to it inthe Joint Covenants.

 

“**Period**” has the meaning given to it in Article 7.2 (*Subordination*).

 

“**Phase IA Banks**”****meansthe banks and financial institutions party to the Phase IA Credit Agreement**.**

 

“**Phase IA Credit Agreement**” means the multi-currency creditfacility agreement dated 5 September 1989 which operates by drawings or theissuance of letters of credit between Euro Disney S.C.A., Euro Disneyland S.N.Cand the Phase IA Banks, as amended and restated the 1 December 2004.

 

“**Phase IA Partners**” means the partiesto the Phase IA Partners Advances Agreement.

 

“**Phase IA Partners Advances**” means the subordinated loansgranted by the partners of Euro Disneyland S.N.C. to the latter in accordancewith the Phase IA Partners Advances Agreement.

 

“**Phase IA Partners Advances Agreement**” means the partnersadvances agreement dated 26 April 1989 between Euro Disneyland S.N.C. and itspartners as amended and restated as of 1 December 2004.

 

“**Phase IB Advances**”****meansthe loans granted by the partners of the Hotel SNCs created for therequirements of phase IB of the Project to the Hotel SNCs in accordance withthe Phase IB Advances Agreement.

 

“**Phase IB Advances Agreement**” means the agreement dated 26April 1991 between EDL Hôtels S.C.A., the Hotel SNCs, their partners as well asthe banks and financial institutions as amended and restated as of 1 December2004.

 

“**Phase IB Banks**”****meansthe banks and financial institutions party to the Phase IB Credit Agreement**.**

 

“**Phase IB Credit Agreement**” means the credit facility agreementdated 25 March 1991 between EDL Hôtels S.C.A., the Hotel SNCs, and the Phase IBBanks, as amended and restated the 1 December 2004.

 

“**Phase IB Lenders**”****meansthe banks and financial institutions party to the Phase IB Advances Agreement**.**

 

“**Phase****I CDC Loans**” has the meaning given to it in the introductionto this agreement.

 

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“**Principal Amount of Tranche B**” means:

 

(i)            on the Initial Conclusion Date, the principalamount of €76,224,400;

 

(ii)           on the Date of Signing, the principal amount of€76,224,400;

 

(iii)       subsequently, at any time, the outstandingprincipal amount of Tranche B not repaid by the Borrower.

 

“**Project**” has the meaning given to it in the introduction tothis agreement.

 

“**Realisation of the Capital Increase**” means the completion ofthe capital increase by Euro Disney S.C.A., the gross proceeds of which mustequal at least two hundred and fifty million euros (€250,000,000), i.e. theissue, subscription and payment in full of the issue price of the correspondingnew shares.

 

“**Realisation of Capital Increase Date**” means the date at whichthe Realisation of Capital Increase will be completed which date shall occur atthe latest on 31 March 2005.

 

“**Reference Banks**” means the main branches in Paris of DeutscheBank AG, BNP Paribas, Calyon and Société Générale.

 

“**Restored Amount**” has the meaning given to it in Article 10.2 (*Consequences of Events of Default*) of thisagreement.

 

“**S.C.A. Senior Funding**”****means:

 

(i)            the sums due by the Borrower under the Phase IACredit Agreement;

 

(ii)           the CDC Ordinary Loan; and

 

(iii)          for as long as it remains in force, thesubleasing agreement dated 30 June 1994 entered into between Euro Disney S.C.A.and Euro Disney Associés and the Leasing Agreement.

 

“**Second Park**” has the meaning given to it in the introductionto this agreement.

 

“**Second Park CDC Loan Agreements**” has the meaning given to itin the introduction to this agreement.

 

“**Second Park CDC Loans**” has the meaning given to it in theintroduction to this agreement, and more specifically means the loans grantedby CDC to the Borrower and called Tranche A, Tranche B, Tranche C, Tranche Dand Tranche E, as governed as of the Date of Signing by the Amended andRestated Second Park CDC Loan Agreements.

 

“**Senior Funding**”****means:

 

(i)            the Phase IA Credit Agreement;

 

(ii)           the Phase IB Credit Agreement;

 

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(iii)          the Phase IA Partners Advances Agreement;

 

(iv)          the Phase IB Advances Agreement;

 

(v)           the Phase I CDC Loans; and

 

(vi)          the Leasing Agreement.

 

“**Share Capital Increase Date**” means the date on which the ShareCapital Increase will take place, namely no later than the 31 march 2005.

 

“**Subordination Agreement**” means the subordination agreement,dated 19 October 1999 entered into among, *interalia*, the Agents, Euro Disney S.C.A. and Euro Disney Associés, whichwill be amended in accordance with the terms of an agreement dated as of the datehereof, and amended and restated in accordance with the terms of an agreementdated as of the date hereof entered into subject to the Realisation of theCapital Increase, substantially in the form attached hereto as Annex I,governing notably the conditions under which CDC may implement the provisionsof Article 10 *(Event of default)*ofthis agreement.

 

“**Target Day**” means a day when the TARGET system (Trans-EuropeanAutomated Real-Time Gross Settlement Express Transfer System) is open.

 

“**Total Principal Amount of the Funding**”****means the initial principal amount of theFunding which on the Initial Conclusion Date was three hundred and eight-onemillion one hundred and twenty two thousand euros (€381,122,000).

 

“**Tranche A**” has the meaning given to it in the introduction tothis agreement.

 

“**Tranche B**” has the meaning given to it in the introduction tothis agreement.

 

“**Tranche C**” has the meaning given to it in the introduction tothis agreement.

 

“**Tranche D**” has the meaning given to it in the introduction tothis agreement.

 

“**Tranche E**” has the meaning given to it in the introduction tothis agreement.

 

“**Transfer**” has the meaning given to it in the introduction ofthis agreement.

 

“**Working Day**” means any whole day (other than a Saturday or aSunday) when banks are open for ordinary business in Paris.

 

**ARTICLE 2.****         ****AMOUNT****OF THE LOAN**

 

**2.1****             ****On the Initial ConclusionDate**

 

On the InitialConclusion Date, the Principal Amount of Tranche B made available to theBorrower by CDC amounted to seventy six million two hundred and twenty fourthousand four hundred euros (€76,224,400), i.e. 20 % of the Total PrincipalAmount of the Funding at the aforementioned date.

 

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On the Date ofSigning, the Principal Amount of Tranche B amounts to seventy six million twohundred and twenty four thousand four hundred euros (€76,224,400).

 

 

**ARTICLE 3.****         ****PAYMENT****OF INTEREST – REPAYMENT OF PRINCIPAL**

 

**3.1****             ****Interest**

 

The PrincipalAmount of Tranche B will bear interest until the date on which it has beenrepaid by the Borrower in full, at an interest rate calculated in the mannerset forth in the table shown in Annex II.

 

CDC herebywaives the right to receive interest relating to Tranche B as determined inAgreement B, to a maximum of five hundred thousand euros per annum (€500,000.00) solely in respect of Financial Years 2005 to 2012, it beingspecified that the table shown in Annex II takes into account this waiver.

 

**3.2****             ****Method for calculatinginterest payments**

 

### **3.2.1**          Generalprovisions

 

Subject to theprovisions of Article 3.2.2 (*SpecificProvisions),*the Borrower will pay CDC on each Annual Payment Datethe interest due on the Principal Amount of Tranche B on the basis of thenumber of exact number of days elapsed, based on a year of 365 or 366 days asapplicable, pursuant to the table shown in Annex II.

 

### **3.2.2**          SpecificProvisions

 

(a)        Interest due in respect of years 2001 to 2003 –Creation of Tranche E

 

The Borrowerand CDC agree that no interest due to CDC on the Principal Amount of Tranche Bwill be paid by the Borrower for the years 2001 to 2003.

 

On the ShareCapital Increase Date, the interest to be collected under Tranche B for theyears 2001 to 2003, the payment of which has been deferred pursuant toparagraph 11.02 (ii) of Agreement B, plus the additional accrued interest atthe rate of interest stated in Article 11.04 of Agreement B until the ShareCapital Increase Date will be converted into a loan receivable in principal tobecome Tranche E of the Second Park CDC Loans, repayable in November 2023 andgoverned by the terms and conditions of Agreement E).

 

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It being understood that under no circumstances can payment of the sumsstated in the above paragraph be made until 30 June 2005.

 

(b)        Interest due in respect of 2004

 

By way ofderogation from the general provisions, the Borrower and CDC agree that theinterest stipulated under the terms of Agreement B due to CDC on 31 December2004 in respect of 2004 on the Principal Amount of Tranche B will be paid atthe Share Capital Increase Date or on 31 December 2004 if the Realisation ofthe Capital Increase occurs prior to that date.

In the eventthat the Realisation of the Capital Increase or the Transfer does not occur by31 March 2005 and the parties to the Memorandum of Agreement have not reachedan agreement after a period of thirty (30) days with effect from that date, theprovisions of the above subparagraph will be automatically cancelled.

 

(c)        Interest due in respect of the Financial Years2005 to 2014

 

The Borrowerand CDC agree that with effect from the Financial Year starting 1 October 2004until the financial year 2014 (included), the interest due to CDC on thePrincipal Amount of Tranche B each year will be paid differently depending onthe profit as recorded by the Performance Indicator:

 

(i)               the Performance Indicator is equal to or greaterthan Performance Indicator reference no. 2.

 

If thePerformance Indicator or, where applicable, the pro-forma Performance Indicatorfor the Financial Year under consideration is equal to or greater than thePerformance Indicator reference no. 2 for that Financial Year appearing in thesub-annex 1 of the Common Undertakings, the interest due to CDC will be payableon the Annual Payment Date in question;

 

(ii)              the Performance Indicator is inferior toPerformance Indicator reference no. 2.

 

If the Performance Indicator or, where applicable, the pro-formaPerformance Indicator for the Financial Year under consideration is less thanthe Performance Indicator reference no. 2 for that Financial Year appearing inthe sub-annex 1 of the Common Undertakings, the Borrower will pay the interestdue to CDC under each Second Park CDC Loans under the following terms:

 

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(a)        up to the to the limit of the amountof interest due under the relevant interest payment date (as determined by theinterest payment schedule shown in annex II of each of the Amended and RestatedSecond Park CDC Loans Agreements), equal to the insufficiency ascertained incomparison to Performance Indicator reference no. 2, such interest will beconverted into “**Long-term Subordinated Debt**”the terms and conditions of which shall be determined in a separate agreementto be entered into on this day between CDC and Euro Disney Associés, in theform appearing in Annex III, it being specified that interests thus convertedinto Long-term Subordinated Debt shall be charged on the interests due undereach Second Park CDC Loan, in the following priority order:

 

(1)        in priority, on the interests due under TrancheA;

 

(2)        then, in the case where the amount of this LongTerm Subordinated Debt is superior to the amount of interest due under TrancheA : on the interests due under Tranche B;

 

(3)        then, in the case where the amount of this LongTerm Subordinated Debt is superior to the amount of interest due under TrancheA and of Tranche B : on the interests due under Tranche C;

 

(4)        then, in the case where the amount of this LongTerm Subordinated Debt is superior to the amount of interest due under TrancheA, Tranche B and Tranche C : on the interests due under Tranche D;

 

(5)        then, in the case where the amount of this LongTerm Subordinated Debt is superior to the amount of interest due under TrancheA, Tranche B; Tranche C and Tranche D : on the interests due under Tranche E;

 

(b)        for the part of the interest of TrancheB non-converted into Long Term Subordinated Debt, this interest will be paid onthe Annual Payment Date in question.

 

The Borrowerand CDC agree to sign an agreement incorporating the terms and conditionsapplicable to any Long Term Subordinated Debt in accordance with the formappearing in Annex III, as soon as possible as from the date on which a LongTerm Subordinated Debt is constituted pursuant to the stipulations of thisArticle 3.2.2.

 

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**3.3****             ****Repayment of the PrincipalAmount of Tranche B**

 

The PrincipalAmount of Tranche B, as, if applicable, reduced as a result of prepayment inaccordance with Article 4 (*Prepayment at theOption of the Borrower*) will be repaid in one amount on 30 October2020, pursuant to the repayment schedule set forth in Annex II.

 

**3.4****             ****Payment and repayment terms**

 

The paymentand repayment of any sums due under Tranche B by the Borrower will be made bytransfer to account no. 1155793L 1 opened in the name of “Direction des fondsd’épargne” in CDC’s books.

 

**3.5****             ****Default interest**

 

If any amountdue to CDC under this agreement is not paid on its due date, interest willaccrue on a daily basis on this unpaid amount from its due date until the dateon which this amount is actually paid at an annual rate equal to the three (3)month EURIBOR rate, plus two per cent (2%) per annum. This rate may never belower than 5.15% per annum and will not prejudice CDC’s right to make use ofthe acceleration of maturity as stipulated in article 10 (Events of Default) below.

 

As of the dateat which all amounts due to the Borrower in relation to the FinancingAgreements, excluding the Agreement on the Granting of the Ordinary Loans andthe Agreement on the Granting of the Participating Loans, have been repaid, thedefault interest due under this agreement will be annually capitalized inaccordance with the provisions of article 1154 of the French Civil Code.

 

**ARTICLE 4.****         ****PREPAYMENT****AT THE OPTION OF THE BORROWER**

 

**4.1****             ****Prepayment**

 

Subject tocompliance with the provisions of the Subordination Agreement, the Borrowermay, provided it gives at least thirty (30) days written notice to CDC, prepayall or part of Tranche B.

 

Any prepaymentwill automatically result in the simultaneous and proportional repayment of theother Second Park CDC Loans.

 

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Subject to theprovisions of Article 3 (*Payment of Interest– Repayment of Principal)*any prepayment of a principal amount mustbe accompanied by the payment of the accrued interest on the principal amountrepaid up to the value date of this prepayment. This interest will becalculated on the basis of the exact number of days based on a year of 365 or366 days, as applicable.

 

**4.2****             **Any repayment, whether early or not,of any principal amount will be final and the Borrower will not be able toreborrow, under this agreement, the amount thus repaid.

 

**4.3**              It is specified that the provisions of article5 (*Prepayment*) of the Amended andRestated Common Agreement are not applicable to Tranche B.

 

**4.4**              **Penalty for prepayment at the option of theBorrower**

 

If theBorrower opts to make a prepayment in accordance with the provisions of Article4.1 (*Prepayment*), the Borrowerwill pay CDC not only the accrued interest stated under Article 4.1 (*Prepayment)* but also a prepayment penaltycorresponding to the amount of interest that would be payable for a period ofninety (90) days at a rate of 5.15% per annum on the principal amount prepaid.

 

This penaltywill be payable on the date of the prepayment in question.

 

**ARTICLE 5.****         ****REPRESENTATIONS****AND WARRANTIES**

 

The Borrower warrants andrepresents, to the CDC, that on the Date of Signing:

 

**5.1**              It is a properly constituted companyexisting legitimately under French law, it has the capacity to perform itsactivities as it does now, to enter into this agreement and to fulfil itsobligations arising herefrom;

 

**5.2**              Its manager is duly authorised to sign thisagreement;

 

**5.3**              The signing of this agreement and thefulfilment of the obligations arising herefrom do not contravene anysignificant provision of its articles of association nor any significant clauseof any agreement or undertaking to which it is party or by which it is boundnor violate the laws or regulations applicable to it in such a way to as tobring about the nullity of its covenants under this agreement;

 

**5.4**              This agreement is and will remain a legal,valid and binding covenant for the Borrower concerned, in accordance with theterms thereof;

 

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**5.5**              No authorisation is required fromany public authority for the repayment of the principal, the payment ofinterest and other costs inherent in this agreement;

 

**5.6**              No legal proceedings before a judicial,administrative or arbitration court in France or abroad are in progress or, tothe knowledge of the Borrower concerned, about to be brought which mightprevent or prohibit the signing or performance of this agreement by theBorrower or which might affect its legal capacity to assume its obligationsunder this agreement.

 

**ARTICLE 6.****         ****Cov****enants**

 

**6.1****             ****Positive covenants**

 

Until all amounts owed underthis agreement are repaid in full, the Borrowers undertake the followingcovenants:

 

(a)        the Borrower must notify CDC of anysignificant change in its corporate structure or operation, such as, inparticular, a change of management or a change in the amount or distribution ofthe share capital, brought to the attention of the Borrower in accordance withapplicable legislation and regulations; it being specified that CDC is already informedof all the changes foreseen as a result of the Transfer and expressly consentsto the transfer of this agreement to Euro Disney Associés;

 

(b)       the Borrower will, on a yearlybasis, within fifteen (15) days of these being approved by its shareholders,submit his balance sheets, income statements and annexes to CDC and, startingas of the completion of the Transfer, within fifteen (15) days of these beingapproved by Euro Disney’s S.C.A shareholders, the consolidated accounts andconsolidated balance of Euro Disney S.C.A.;

 

(c)        the Borrower shall provide to CDCwith any document, agreement or information that he has to submit to Phase IABanks, Phase IB Banks, Phase IA Partners or Phase IB Partners, or any of theiragents, under the conditions precedent to the coming into effect of the amendedand restated versions of the Financing Agreements and in the same formsrequired by the aforementioned agreements; and

 

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(d)       Without prejudice to the stipulationsof paragraph (b) of article 8.1 (*PositiveCovenants*) of the Agreement on the Granting of Participating Loans,and of paragraph (b) of article 8.1 (*PositiveCovenants*) of the Agreement on the Granting of Ordinary Loans,starting as of the date at which all amounts due by the Borrower under theSenior Financings, except for the Agreement on the Granting of ParticipatingLoans and the Agreement on the Granting of Ordinary Loans, will have had beenpaid, the Borrower shall respect his obligations arising from the Amended andRestated Common Agreement or the Common Undertakings.

 

 

**6.2**              **Negative covenants**

 

Until all amounts owed underthis agreement are repaid in full, the Borrower covenants not to merge withanother company without the prior approval of CDC. Such approval cannot berefused if:

 

(i)*        *the entity resulting from this mergertakes over the full debt contracted or due to be contracted by virtue of thisagreement by the Borrower; and

 

(ii)*       *immediately after the completion of the merger,there is no Event of Default; and

 

(iii)       the entity resulting from the merger isauthorised, under the terms of the Master Agreement, to operate the Project;

 

it being however stated that CDC expressly authorises Euro Disney S.C.A.to make the Transfer.

 

**ARTICLE 7.****         ****Sub****ordination**

 

**7.1**              In the event of a court-ordered liquidation orany other procedure which may replace such liquidation in the future relatingto the Borrower and without thereby jeopardising the effects of the mortgagegranted under the conditions stated in Article 8 (*Mortgage Allocation*) of this agreement, the rights of CDC tothe repayment of the principal and payment of interest relating to Tranche Bwill be subject to the prior payment of all sums owed to creditors under S.C.A.Senior Funding.

 

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**7.2**              **In addition,**

 

(i)         if the payment of any amount in interest or inprincipal due and payable under Senior Funding is not made on the correct date,the due date of the payment of any amount due under Tranche B in interest orprincipal will be deferred until the date on which this payment default underthe Senior Funding in question ceases to exist or until the date on which,despite the continuation of this payment default, the lender or lenders of theSenior Funding agree that the payment of this amount in interest and inprincipal due under Tranche B be made. However, the option to accept suchpayment will not be beneficial to CDC;

 

(ii)        if the manager of the Borrower can prove, underthe conditions stated in Article 2.3.2 of the Subordination Agreement, that theFree Cash Flow on an Annual Payment Date is insufficient, after payment of thesums due and payable to CDC under Tranche B at that Annual Payment Date, to paythe sums due under the Senior Funding during the six (6) months following thisAnnual Payment Date (the “**Period**”),the due date of the payment of the portion of the amount in interest or inprincipal due under Tranche B, equal to the amount of the Insufficient FreeCash Flow, will be deferred until the date on which the level of Free Cash Flowallows payment to be made in respect of:

 

(a)        the due dates under the Senior Funding due or tobe due during the outstanding Period; and

 

(b)       the share of the amount due under Tranche B ininterest or in principal, and of which the payment due date has been deferredpursuant to this paragraph (ii).

 

**7.3****             **Provided that any amount due andpayable under the Senior Funding is paid in full, the payment of all sums owedunder Tranche B must be made prior to any payment under any participatingsecurity issued by the Borrower and any capital security of the Borrowerwhatsoever.

 

**7.4****             ****Interest ratesapplicable in the event of the deferral of the due date**

 

If any amount due to CDC underTranche B (other than an amount of interest accrued on an amount whose due datehas been deferred in accordance with Article 7.2) is not paid on its normal duedate and this due date is deferred in time pursuant to the provisions ofArticle 7.2 above, interest will accrue on this amount until the date on whichit is actually paid at a rate of Tj, defined for each Interest Period inquestion as follows:

 

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Tj = [the higher of thefollowing two rates:

 

(i)         EURIBOR for the Interest Period in question plustwo percent (2%) per annum; or

 

(ii)        5.15 % per annum]

 

+

 

[a x 0.30% per annum]

 

where a is the whole number of years elapsed between the beginning of thedeferral and the first day of each Interest Period concerned (inclusive).

 

The interestat the rate thus established will be calculated for the exact number of days ofdeferral occurring during the Interest Period under consideration on the basisof a year of 360 days.

 

The firstInterest Period will begin to accrue from the day following the deferral dateof the sums, the payability of which has been deferred by virtue of Article 7.2above, and the following Interest Periods will begin to accrue from the end ofthe immediately preceding Interest Period.

 

**7.5****             **The provisions of Articles 7.1 and7.2 will cease to apply with effect from the date on which all the sums dueunder the Senior Funding other than the Phase I CDC Loans are fully repaid.

 

 

**ARTICLE 8.****         ****Mortgage****allocation**

 

It is notedthat in order to guarantee up to a maximum of three hundred and eighty-onemillion one hundred and twenty-two thousand euros (€381,122,000), the paymentof all sums due by the Borrower to CDC under the CDC Loans Second Park, theBorrower has granted to CDC a senior mortgage against the land forming theSecond Park made up of the following lots: AT2.1, AT2.3 and AT2.4, whichextends and will continue to extend to the buildings built or to be built onthis land (said land and buildings being referred to collectively as the “**Encumbered Properties**”).

 

This mortgagehas given rise to the signing of a mortgage allocation deed received by MaîtreBertrand Lacourte, Notary, dated 31 January 2000 such instrument stipulatingthat the mortgage will be created on 31 December 2016 and that it may not underany circumstances be registered at the Registrar of Mortgages**prior to this date. The Borrowercovenants to do the necessary, at his own expenses, so that CDC benefits fromthis mortgage in terms similar to the abovementioned terms, in guaranty of theSecond Park CDC Loan (including Tranche E) as amended pursuant to thisagreement, and the other Amended and Restated Second Park CDC Loan Agreements.

 

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Whilst thismortgage is not created, the Borrower undertakes not to assign the EncumberedProperties, except in connection with the Transfer transaction or acourt-ordered liquidation of the Borrower, nor to grant any other mortgage orlease constituting a right *in rem*tothe latter without the prior written consent of CDC. It is noted that thiscovenant is the subject of a separate agreement inserted into the purchaseinstrument drawn up on 31 January 2000 between EPAFRANCE and the Borrowerrelating to the above-mentioned land in which instrument CDC is the beneficiaryof said covenant. It is further noted that this separate agreement waspublished in the Registrar of Mortgages simultaneous to the purchaseinstrument.

 

The Borrowerwill bear all costs, fees and emoluments relating to the creation of thismortgage and its registration in the Registrar of Mortgages.

 

**ARTICLE 9.****         ****LENDERS’****MEETING**

 

If it appearsfrom the Borrower’s Free Cash Flow and short-term operating outlook that theBorrower will soon be confronted with an inability to service its debt, notablyunder the Second Park CDC Loan Agreement, the Borrower will employ its bestefforts to bring together all its lenders as soon as possible, including CDC,in order to find an amicable and continuous solution to the difficulties thusexperienced.

 

**ARTICLE 10.****      ****EVENTS****OF DEFAULT**

 

**10.1****          ****Definition of Events ofDefault**

 

The occurrenceof any of the following events will constitute an event of default (an “**Event of Default**”) against the Borrower:

 

(a)           any principal or interest amount due to CDCunder Tranche B is unpaid on its due date and remains unpaid five (5) Working Daysafter written notification is sent to this effect by CDC to the Borrower;

 

(b)           one of the covenants made by the Borrower inArticle 6 (*Covenants)*of thisagreement is not met and the Borrower has not remedied nor is about to remedythis default within thirty (30) days as from the notification sent by CDC tothe Borrower requesting that the default be remedied (excluding, with respectto the abovementioned 30 days period, in case of a default caused by the factthat covenants pursuant to article 2 of the Common Undertakings have not beenmet) ;

 

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(c)           one of the essential representations or warrantiesmade or given under this agreement is not observed or proves to be incorrect;

 

(d)           any non-subordinated debt of the Borrowerresulting from a loan of sums of money totalling more than fifteen million twohundred thousand euros (€15,200,000) is declared due and payable in advance asa result of the existence of a breach on the part of the Borrower;

 

(e)           a final judgment against the Borrower orderingthe Borrower to pay a sum greater than seventy six million two hundred thousandeuros (€76,200,000) and the Borrower does not make the payment within thirty(30) days;

 

(f)            voluntary withdrawal from the operation of theSecond Park for a period greater than six (6) consecutive months except in theevent of closure (i) for seasonal reasons, or (ii) for rebuilding, repair ormaintenance; and 

 

(g)           as of 1 January 2013, Euro Disney S.C.A. or anyof its affiliates contracts any indebtedness from a bank (the “**Envisaged Debt**”) without the priorconsent of CDC and the effect of contracting such indebtedness renders theratio Debt/Consolidated Equity Capital superior to 1 at the date of making thefunds available; it being specified that the Borrower may remedy this Event ofDefault within a 30-day period starting as of the date of notification of theBorrower.

 

**10.2****          ****Consequences of Events ofDefault**

 

If an Event ofDefault occurs, CDC may, provided it complies with the provisions of theSubordination Agreement, declare the total outstanding amount of the CDC LoansAgreements Second Park granted to be immediately payable, fifteen (15) daysafter notification regarding an Event of Default has been sent to the Borrowerconcerned, except in the case of a violation of the ratios set out in article 2of the Common Undertakings for the Financial Year N, it being specified that insuch case, CDC will not have the right to notify the accelerated maturity ofthe CDC Loans Agreements Second Park before 30 January of the Financial YearN+1 or, in case of a change in the accounting principles and rules, before 28February of Financial Year N+1, provided that such violation is remedied in thefollowing conditions and time limits:

 

Euro DisneyAssociés may restore, as applicable, the amount of DSCR or Forecast DSCR (assuch terms are defined in the Common Undertakings) through either (i) atransfer of new liquidities under the form of equity capital or SubordinatedDebt (as such terms are defined in the Joint Covenants) of Euro Disney Associésor (ii) a discharge of receivables (inclusive or not of a “return to betterfortunes” clause) or the carry forward of payments that may, in both cases,give rise to a payment only after the date at which all amounts owed (inprincipal or interest) under the CDC Loans Agreements Second Park and the CD LongTerm Subordinated Debt Agreement (as such terms are defined in the Amended andRestated Common Agreement) have been paid in full and will be the subject of asubordination agreement to be entered into with CDC (the “**Restored Amount**”).

 

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The RestoredAmount (to be added to the numerator pursuant to the calculation of the DSCRand the Forecast DSCR) will be equal to the higher of:

 

(i)               the Restored Amount having for effect to restorethe DSCR; and

 

(ii)              the Restored Amount having for effect to restorethe Forecast DSCR.

 

The treasuryof Euro Disney Associés will have to have entirely benefited from the RestoredAmount by 30 January of the Financial Year N+1 at the latest, or in case of achange in accounting principles and rules, by 28 February of the Financial YearN+1 at the latest.”

 

**10.3****          ****Penalties**

 

If CDC shoulddemand repayment of Tranche B due to the occurrence of an Event of Default asdefined in Article 10.1 (f), the Borrower shall pay CDC under Tranche B, apenalty equal to six million ninety-eight thousand euros (€6,098,000).

 

This penaltywill be payable on two dates, one half fifteen (15) days after the notificationstated in Article 10.1 (*Consequences ofEvents of Default*) and the other half on the first anniversary dateof that same notification.

 

**ARTICLE 11.****      ****CONF****IDENTIALITY**

 

**11.1**           CDC must regard as confidential, and thereforenot disclose in any way to third parties other than his consultants orGovernment officials, any data, information or reports that have been providedunder this agreement by the Borrower, by any entity directly or indirectlyaffiliated to the Borrower, or by one of the agents, representatives orconsultants of the Borrower. and CDC cannot discloseto third parties any of these data, information or reports without the priorwritten agreement of the Borrower, which may refuse to give such agreement atits discretion except where:

 

(i)         such data or information or report has becomepublic other than by virtue of a violation by CDC, of the provisions of thisArticle; or

 

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(ii)        such disclosure is imposed by thelaw; or

 

(iii)       such disclosure is required by acourt having jurisdiction; or

 

(iv)       such disclosure is explicitlyauthorised by virtue of any provision of this agreement.

 

**11.2**        CDC must take all necessary measures to ensurethat confidential data and information provided to ,itunder this agreement by the Borrower, data and information which must bebrought to the attention of its employees, will only be disclosed for the solepurposes of facilitating the management of this agreement and, in all cases, oncondition that such data or information is regarded as strictly confidential bythose employees.

 

**11.3**        The provisions of this Article 11 (*Confidentiality*) will be binding on CDCsubsequent to the date on which all sums owed by the Borrower to CDC by virtueof this agreement have been paid and repaid.

 

**ARTICLE 12.****      ****MISCELLANEOUS****PROVISIONS**

 

**12.1****          ****Applicable law – Electionof jurisdiction**

 

This agreementwill be governed by French law and construed in accordance therewith.

 

Any disputearising from this agreement or its interpretation will be subject to theexclusive jurisdiction of the competent courts situated within the area of jurisdictionof the Paris Court of Appeal.

 

**12.2****          ****Expenses**

 

The Borroweragrees to pay the reasonable expenses incurred by CDC in preparing thisagreement or any supplemental agreement hereto upon presentation of justifyingdocumentation.

 

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**12.3****          ****Cumulative rights andnon-waiver**

 

Any rightarising for CDC from this agreement or any other document submitted by virtueof this agreement or at the time of the latter, or pertaining to it by virtueof the law, may be exercised at any time regardless of its other rights. ShouldCDC not exercise any right belonging to it or exercise such right tardily, thisfact will not constitute a waiver on its part of its entitlement to enjoy thatright. Likewise, the total or partial exercise by CDC of a right pertaining toit will not prevent it from exercising this right or another right at a laterdate.

 

**12.4****          ****Notifications**

 

Anycommunication, request or notification to be made in accordance with thisagreement or will be written or made in French and will be regarded as valid ifit is submitted in writing or sent by fax and confirmed by registered letterwith acknowledgement of receipt to the other party at the addresses indicatedbelow. Communications, requests or notifications made in accordance with theprovisions of this Article will be sent:

 

•      to the Borrower at:

 

**EURO DISNEY S.C.A.****or as of the Realisation of Capital Increase Date, EURODISNEY ASSOCIES S.C.A.:**

ImmeublesAdministratifs [Administrative Buildings]

Route Nationale34

77000 Chessy

 

Attn.: Direction Financements et Achats [Finance and Procurement Department]

 

Fax: 01 64 74 56 36.

 

•      to CDC at:

 

**LA CAISSE DESDÉPÔTS ET CONSIGNATIONS**

Direction des Fonds d’Épargne [SavingsFunds Department]

72 avenue Pierre Mendès France

75914 Paris Cedex 13

 

Attn.: Direction Financière [FinanceDepartment]

 

Fax: 01 58 5007 48.

 

Any amendmentto the above details will only be opposable after notification.

 

For thepurpose of calculating any time period under the terms of this agreement, thefirst day that will be used will be the date of receipt by the recipient of theregistered letter with acknowledgement of receipt stated above.

 

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**12.5****          ****Independence of clauses**

 

Even if any ofthe provisions of this agreement are held to be null and void or unenforceablein accordance with the applicable law, the validity, legality andenforceability of the remaining provisions of this agreement will not in anyway be affected.

 

**12.6**           **Binding effect andtermination**

 

This agreementwill be binding on and will inure to the benefit of the Borrower and CDC, aswell as their respective successors or assignees.

 

In the absenceof the Realisation of the Capital Increase or the failure to complete theTransfer by 31 March 2005:

 

(a)           the parties to this Agreement will consult eachother for a period of thirty (30) days (the **“TimePeriod**”) for the purpose of finding a solution to the situation thusencountered;

 

(b)           if no agreement is reached on the expiry of the TimePeriod, the provisions of this agreement will be automatically terminated,except for the stipulations of the last paragraph of Article 3.2.2 (a).Termination will take effect on the date on which the Time Period ends. In sucha case, the Second Park CDC Loans  will remain governed by the SecondPark CDC Loans Agreements (integrating the Amendments) and the CommonAgreement.

 

It has alsobeen agreed that :

 

(i)               in case of non-Realisation of theCapital Increase, the term of the waiver referred to in the waiver request sentby Euro Disney S.C.A. to the CDC dated 17 October 2003 as well as in theMemorandum of Agreement, will be extended until the 31 March 2005 or, in caseof a dialogue as provided in paragraph (a) of article 7.7 (*Termination*) of the Memorandum ofAgreement, until termination of some of its provisions pursuant to theaforementioned article;

 

(ii)              In case of Realisation of the Capital Increase, the CDC shall not availitself of any Event of Default as provided in the previous paragraph (i) andfor any reason.

 

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**12.7****          ****Transfers of rights**

 

(a)        The Borrower may not transfer any of its rightsor obligations by virtue of this agreement without obtaining prior writtenagreement from CDC, it being specified, however, that in accordance with theTransfer, CDC authorises Euro Disney S.C.A. to transfer its rights andobligations arising from this agreement to Euro Disney Associés.

** **

If the Transfer is made, theBorrower and CDC agree to sign any supplemental agreement to this agreement andany relevant document which proved to be necessary or desirable in order torecord Euro Disney Associés’s takeover of all the Borrower’s covenants underthis agreement and any related document. The Borrower guaranteethe observance of this covenant by Euro Disney Associés.

 

(b)        Until 31 December 2004, CDC may not transferany of its rights or obligations under this agreement without obtaining theprior agreement of the Borrower.

** **

As from 1 January 2005, CDC mayfreely transfer any of its rights or obligations to a financial institution, orany other company created specifically to this effect, that has a minimum ofone branch in one of the countries where the legal tender on the envisagedtransfer date is the euro, provided this financial institution on the date oftransfer has a rating equal to or greater than A in the system used by Standard& Poor’s or an equivalent level in other international rating systems,subject to the following conditions: (i) the financial institution or theconcerned entity shall accede to all the provisions of this agreement and (ii)CDC shall notify the Borrower pursuant to Article 12.4 (*Notifications*).

 

**12.8****          ****Absence of Novation**

 

This agreementshall not operate novation of the debt resulting from the Second Park CDC Loansand more specifically Tranche B, which Second Park CDC Loans terms shall remain unchanged (subject to the modifications madeaccording to the terms of this agreement) notwithstanding the changes made tothe Second Park CDC Loans or the creation of Tranche E. This agreement has beenentered into in view of setting forth in a sole agreement, the Agreement Bincorporating the Amendments or any necessary change made pursuant to paragraph(G) of the introduction of this agreement.

 

**12.9****          ****Global Effective Rate**

 

In order tomeet the requirements of Articles L. 313–1 and L. 313–2 of the French ConsumerCode and for this purpose only, CDC declares, by way of example, to theBorrower, which accepts, that the Global Effective Rate applicable to TrancheB, on the basis of a year comprising three hundred and sixty-five (365) days,will be:

 

4.81 % perannum,

 

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This GlobalEffective Rate has been calculated on the basis of:

 

**•**      A rate of 5.15 % per annum; and

 

•      a Tranche B of a principal amount on the Date ofSigning of seventy six million two hundred twenty four thousand and fourhundred euros (76,224,400 €), drawn and used in its entirety on the Dateof Signing.

 

 

Made in Paris, on the 1stof December 2004,

In three (3) original copies.

 

For the Borrower:

 

**EURO DISNEY S.C.A.**

 

 
| By:                     |   |   |
|-------------------------|--------|--------|
| Name: Jeffrey R.  Speed |

 

 

For CDC:

 

**LA CAISSE DESDÉPÔTS ET CONSIGNATIONS**

 

 
| By:                                      |   |   |
|------------------------------------------|--------|--------|
| Name : Jean François de  Caffarelli |

 

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**ANNEX IFORM OF SUBORDINATION AGREEMENT**

 

[See Exhibit 4.18 of the Form 20-f]

 

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**ANNEX IIREPAYMENT AND INTEREST PAYMENT SCHEDULE OF TRANCHE B**

 

 

**CAISSE DES DEPÔTS ET CONSIGNATIONS**

 

**DIRECTION DES FONDS D’EPARGNE**

 

 
| **REPAYMENT  SCHEDULE**                                                                                                                  | ** ** | ** **        | ** ** |
|------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------|------------|
| ** **                                                                                                                               | ** ** | ** **        | ** ** |
| **TRANCHE  B**                                                                                                                           | ** ** | ** **        | ** ** |
| ** **                                                                                                                               | ** ** | ** **        | ** ** |
| **Contract’s number before the 2004  restructuring :**                                                                              | ** ** | **1 000 560**     | ** ** | ** ** | **SECOND  PARK LOAN** | ** ** |
|                  **after the 2004 restructuring :** | ** ** | **1 xxx xxx**     |       |   |   |
| **Borrower’s number :**                                                                                                             | ** ** | **000 123 609**   | ** ** | ** ** | **EURO  DISNEYLAND S.C.A.** | ** ** |
| ** **                                                                                                                               | ** ** | ** **        | ** ** | ** ** | ** ** |
| **Principal initial amount :**                                                                                                           | ** ** | **76,224,400.00** | ** ** | **euros** | ** ** |
| **Effective Global Rate on the :****12/31/03**                                                                                           | ** ** | **4.81**          | **%**      |   |   |
| **Annual facial rate before renunciation to  the interests :**                                                                           | ** ** | **5.15**          | **%**      |   |   |

 
| **Maturity date** | ** ** | **Annual   rate** | ** ** | **Principal outstanding  amount before  maturity** | ** ** | **Repayment**     | ** ** | **Interests**    | ** ** | **Total due  on maturity** | ** ** |
|-------------------|------------|-------------------|------------|----------------------------------------------------|------------|-------------------|------------|------------------|------------|----------------------------|------------|
| ** **        | ** ** | ** **        | ** ** | ** **                                         | ** ** | ** **        | ** ** | ** **       | ** ** | ** **                 | ** ** |
| **12/31/2004**    | ** ** | **4.49**          | **%**      | **76,224,400.00**                                  | ** ** | **0.00**          | ** ** | **3,425,556.60** | ** ** | **3,425,556.60**           | ** ** |
| **12/31/2005**    | ** ** | **4.49**          | **%**      | **76,224,400.00**                                  | ** ** | **0.00**          | ** ** | **3,425,556.60** | ** ** | **3,425,556.60**           | ** ** |
| **12/31/2006**    | ** ** | **4,49**          | **%**      | **76,224,400.00**                                  | ** ** | **0.00**          | ** ** | **3,425,556.60** | ** ** | **3,425,556.60**           | ** ** |
| **12/31/2007**    | ** ** | **4.49**          | **%**      | **76,224,400.00**                                  | ** ** | **0.00**          | ** ** | **3,425,556.60** | ** ** | **3,425,556.60**           | ** ** |
| **12/31/2008**    | ** ** | **4.49**          | **%**      | **76,224,400.00**                                  | ** ** | **0.00**          | ** ** | **3,425,556.60** | ** ** | **3,425,556.60**           | ** ** |
| **12/31/2009**    | ** ** | **4.49**          | **%**      | **76,224,400.00**                                  | ** ** | **0.00**          | ** ** | **3,425,556.60** | ** ** | **3,425,556.60**           | ** ** |
| **12/31/2010**    | ** ** | **4.49**          | **%**      | **76,224,400.00**                                  | ** ** | **0.00**          | ** ** | **3,425,556.60** | ** ** | **3,425,556.60**           | ** ** |
| **12/31/2011**    | ** ** | **4.49**          | **%**      | **76,224,400.00**                                  | ** ** | **0.00**          | ** ** | **3,425,556.60** | ** ** | **3,425,556.60**           | ** ** |
| **12/31/2012**    | ** ** | **5.15**          | **%**      | **76,224,400.00**                                  | ** ** | **0.00**          | ** ** | **3,925,556.60** | ** ** | **3,925,556.60**           | ** ** |
| **12/31/2013**    | ** ** | **5.15**          | **%**      | **76,224,400.00**                                  | ** ** | **0.00**          | ** ** | **3,925,556.60** | ** ** | **3,925,556.60**           | ** ** |
| **12/31/2014**    | ** ** | **5.15**          | **%**      | **76,224,400.00**                                  | ** ** | **0.00**          | ** ** | **3,925,556.60** | ** ** | **3,925,556.60**           | ** ** |
| **12/31/2015**    | ** ** | **5.15**          | **%**      | **76,224,400.00**                                  | ** ** | **0.00**          | ** ** | **3,925,556.60** | ** ** | **3,925,556.60**           | ** ** |
| **12/31/2016**    | ** ** | **5.15**          | **%**      | **76,224,400.00**                                  | ** ** | **0.00**          | ** ** | **3,925,556.60** | ** ** | **3,925,556.60**           | ** ** |
| **10/30/2017**    | ** ** | **5.15**          | **%**      | **76,224,400.00**                                  | ** ** | **0.00**          | ** ** | **3,258,749.73** | ** ** | **3,258,749.73**           | ** ** |
| **10/30/2018**    | ** ** | **5.15**          | **%**      | **76,224,400.00**                                  | ** ** | **0.00**          | ** ** | **3,925,556.60** | ** ** | **3,925,556.60**           | ** ** |
| **10/30/2019**    | ** ** | **5.15**          | **%**      | **76,224,400.00**                                  | ** ** | **0.00**          | ** ** | **3,925,556.60** | ** ** | **3,925,556.60**           | ** ** |
| **10/30/2020**    | ** ** | **5.15**          | **%**      | **76,224,400.00**                                  | ** ** | **76,224,400.00** | ** ** | **3,925,556.60** | ** ** | **80,149,956.60**          | ** ** |

 

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**ANNEX III**

 

**FORMOF AGREEMENT CONTAINING THE TERMS AND CONDITIONS APPLICABLE TO THE LONG TERM SUBORDINATED DEBT**

 

[See Exhibit 4.28 of the Form 20-f]

 

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