**Exhibit 1**

 

**EURO DISNEY S.C.A**

 

*Sociétée**ncommandite par actions*with a share capital of EUR 10,826,802.92

Registeredoffice:  Immeubles Administratifs, Route Nationale 34

Chessy (Seine-et-Marne)

334 173 887 R.C.S. Meaux

 

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**BY-LAWS**

 

 

**ASOF THE DATE OF FILING OF THIS FORM 20-F**

 

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*Translation from French forinformation purposes only*

 

**ARTICLEI**

**THECOMPANY**

 

**Section1.1****                                   Form**

 

The company (the “Company”),originally incorporated as a *société anonyme*, was converted into a *société en commanditepar actions*by action taken at an extraordinary general meeting ofshareholders on February 20, 1989.  TheCompany is composed, on the one hand, by EDL Participations S.A., whichis a shareholder and the sole *associécommandité* and which shall bear unlimited liability for all debtsand obligations of the Company, and, on the other hand, by all othershareholders, which shall be *associés**commanditaires* (the “*Commanditaires*”).  The Company shall be governed by theseby-laws and the laws and regulations applicable to *sociétés en**commandite par actions*.

 

**Section1.2****                                   Purpose**

 

Thepurpose of the Company shall be:

 

(i)                                     toengage in design, development,construction, leasing, purchasing, sale, promotion, licensing, management andoperation of:

 

(a)                                   oneor more amusement parks and leisure and entertainment facilities, including theDisneyland and Walt Disney Studios theme parks, located in Marne-la-Vallée, and all futureextensions thereof,

 

andalso including, more generally, all other theme parks, restaurants, merchandiseretailing facilities, leisure centers, nature parks, campgrounds, sportsfacilities, resorts and entertainment complexes located in Marne-La-Vallée orin any other place;

 

(b)                                  allother real estate operations, including, without limitation, undeveloped land,hotels, offices, housing, factories, schools, shopping centers, conferencecenters, parking lots located in Marne-La-Vallée or in any other place,including, without limitation, the buildings, plants and structures of the EuroDisneyland Project (the “EDL Project”), as defined in the agreement on the creation and theoperation of Euro Disneyland in France (the “Master Agreement”), dated as ofMarch 24, 1987, as amended;

 

as well as all roads, plants, and other utilities,infrastructures and services relating thereto;

 

(ii)                                  toinvest directly or indirectly, by establishing new companies, forming temporarypartnerships (*sociétés en participation*)or partnerships (*sociétés en nom collectif*),subscribing to or purchasing shares, rights to shares and other securities, makingcontributions in kind, effecting mergers, or any other transactions relating tocommercial, industrial or real estate activities which may be connected with ormay permit the purpose cited in (i) above;

 

(iii)                               andgenerally to engage in any commercial, financial, industrial, real estate andother operations directly or indirectly related to any of the purposes referredto in (i) and (ii) above.

 

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**Section1.3****                                   Name.  Registered Office**

 

Until the expiration, forany reason whatsoever, of the license agreement granted by The Walt DisneyCompany or by any of its affiliated companies, the name of the Company shallbe:

 

EURO DISNEY S.C.A.

 

Upon expiration of suchlicense agreement, the Managers (*gérance*)shall take the necessary steps to allow the Company to adopt a new name and tomake the resulting changes to these by-laws.

 

All formal communications(*actes*) or documents issued bythe Company to third parties shall use this name.

 

The registered office ofthe Company is located at “Immeubles Administratifs”, Route Nationale 34,Chessy (Seine et Marne).  The Managersmay transfer the registered office to any other location within the *départment* or in a neighboring *département.*

 

**Section1.4****                                   Duration**

 

The Company shall remainin existence for 99 calendar years from the date of its registration at theRegistry of commerce and companies, or until the earlier dissolution of theCompany pursuant to law or these by-laws.

 

**ARTICLEII**

**CAPITAL**

 

**Section2.1****                                   Sharecapital**

 

The share capital ofthe Company is ten million eight hundred and twenty six thousand and eighthundred and two euros, 92 cents (10,826,802.92 euros) and is divided into 1,082680,292 shares (the “Shares”).

 

**Section2.2****                                   Capitalincreases**

 

(a)                                  Theshare capital of the Company may be increased by any means provided by law,including the issuance of new equity-linked securities, which may be of thesame class or of a different class from the existing shares,****including non-voting preferred Shares (*actions à dividende prioritaire sans droit de vote*),or by an increase in the nominal value of the existing Shares.

 

(b)                                 AllShares issued as part of a capital increase shall be paid-in at the time ofissuance on such terms as may be determined at the General Meeting heldpursuant to Section 2.2(c) below.

 

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(c)                                  Allcapital increases of the Company shall be approved by the shareholders at anExtraordinary General Meeting (the “Shareholders”) after receiving the unanimousapproval of the *associés commandités*(the “*Commandités*”).  TheShareholders may at such a meeting delegate to the Managers the authority tocarry out a capital increase within the time prescribed by applicable law, todetermine the amount and terms of such a capital increase, and to take allnecessary action relating thereto, including amending these by-laws**.**

 

The Supervisory Boardshall issue a report on any capital increase of the Company proposed by theManagers to the Shareholders.

 

**Section2.3****                                   Capitaldecreases**

 

The Shareholders may, atan Extraordinary General Meeting, after receiving the unanimous approval of the*Commandités* and in accordance with applicable law,reduce, or confer on the Managers the authority to reduce, the capital of theCompany for any reason and by any method provided by law.

 

The Supervisory Boardshall issue a report on any proposed reduction in the capital of the Company.

 

**Section2.4****                                   Formand Ownership and Transfer of Shares**

 

(a)                                  Titleto Shares in registered form shall be determined by listing the name of theirholder in a share account maintained for this purpose by the Company or by anagent (*mandataire*) of the Companyas provided for by applicable law. Transfer of Shares shall be consummated only by transfer of such Sharesfrom the account of the transferor to the account of the transferee uponpresentation of a share transfer order or other suitable document signed by thetransferring Shareholder or his attorney-in-fact, all in accordance withprocedures established by the Managers or, in the event that transaction inShares is settled through the agency responsible for securities clearance(SICOVAM), in accordance with the procedures established by such agency.

 

(b)                                 AllShares in bearer form shall be listed in securities accounts, as provided forby applicable law and regulations.  SuchShares may be transferred freely from one securities account to another.

 

However, the Company mayissue certificates or other instruments evidencing Shares in circumstances andon the terms provided for by applicable law and regulations.

 

(c)                                  Inthe event that transactions in Shares are settled through the agencyresponsible for securities clearance (SICOVAM), the Company may, under theterms provided for by applicable law and regulations, require such agency toprovide the Company at any time, in exchange for payment by the Company of afee whose maximum amount shall be set by order of the Ministry of Finance, withthe name, nationality and address or location of the registered office, as thecase may be, of holders of securities of the Company that entitle such holders,either immediately or in the future, to vote at Shareholders’ meetings,together with information concerning the number of such securities held by eachof such holders and, if applicable, any restrictions to which such securitiesmay be subject.

 

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(d)                                 Anyindividual or legal entity, acting on its own or in concert with others, whobecomes a holder in any manner, within the meaning of Article 356-1 *et seq.*of the Law of July 24, 1966 oncommercial companies, of Shares representing two percent (2%) or any integralmultiple of two percent (2%) of the share capital of the Company, shall, if theShares are listed on the *cote o**fficielle*or the *second marché*or on the *hors cote*market of a Stock exchange, notify the Company by registeredletter, receipt requested, addressed to the Company at its registered office ofthe total number of Shares and voting rights held by such individual or legalentity.  Such notice shall be givenwithin fifteen (15) days from the date on which the relevant percentagethreshold is attained.  Should the numberor allocation of voting rights not correspond to the number or allocation ofShares, the above-mentioned percentage thresholds would be determined withreference to voting rights held.

 

The same obligation shallapply, on the same terms and conditions, on each occasion when holdings ofShares or voting rights fall below each of the percentage thresholds describedin the first paragraph above.

 

In the event ofnon-compliance with the above provisions, the Shares held in excess of therelevant percentage and that have not been declared shall be deprived of theright to vote, and the voting rights attached to such Shares and that have notbeen regularly declared cannot be exercised at any General Shareholder’sMeeting to be held until expiration of the time-period provided for byapplicable law or regulation following the date of notification.  Except in the event that the relevantpercentage threshold, as provided by Article 356-1 referred to above, isreached, such sanction shall be applied only upon the request, recorded in theminutes of a General Meeting, of one or more Shareholders holding Shares representingtwo percent (2%) or more of the capital of the Company.

 

**Section2.5****                                   Rightsand Obligations Relating to Shares**

 

(a)                                  EachShare represents an interest in a portion of the assets and profits of theCompany proportional to the portion of the share capital of the Companyrepresented by the nominal value of such Share. The liability of each Shareholder, even as to third parties, is limitedto the nominal value of the Shares owned by such Shareholder.

 

(b)                                 Allpersons owning a Share or Shares are bound by these by-laws and by alldecisions made in accordance with these by-laws at any Ordinary orExtraordinary General Shareholders’ Meeting.

 

(c)                                  Sharesand the rights and duties pertaining to such Shares are indivisible vis-à-visthe Company.  Persons who share anundivided interest in a Share must deal with the Company through a singledesignated representative.  The votingright attached to the Share belongs to the bare owner both in Ordinary GeneralMeetings and in Extraordinary General Meetings.

 

(d)                                 Noheir, successor in interest, creditor or representative of any Shareholder mayobtain the liquidation or judicial receivership of the Company or the partitionof any of its assets, or take part in any fashion in the management of theCompany.

 

(e)                                  Inthe event that the exercise of any right requires ownership of more than oneShare, owners of a single Share or of a number of Shares less than thenecessary number of Shares may exercise such a right only after assembling thenecessary number of Shares through purchase, sale or otherwise.

 

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(f)                                    AllShares comprising the share capital of the Company shall be considered alikefor tax purposes.  Accordingly, any taxwhich becomes due for any reason with respect to some, but not all, of suchShares, due to the repayment by the Company of the nominal value of such Sharesduring the existence or liquidation of the Company, shall be allocated amongall the Shares comprising the share capital of the Company at the time of suchrepayment or repayments in such a way that all existing and future Shares shallentitle the owners of such Shares to the same benefits and to receive the samenet amount of funds.

 

(g)                                 TheCompany may require the repurchase, subject to the conditions set forth inArticle 269-8 of the Law of July 24, 1966, of all of its Shares with apreferential dividend and no voting right or of a class of such Shares, eachclass being determined by the date of issue.

 

**ARTICLE III**

**MANAGEMENT**

 

**Section 3.1****                                  ****Management**

 

(a)                                  TheCompany shall be managed exclusively by one or more Managers appointedexclusively by unanimous consent of the *Commandités*.

 

(b.1)                        EachManager shall have the broadest authority to take any and all action in thename of the Company within the scope of the Company’s corporate purpose and tobind the Company in all respects.  EachManager, in accordance with applicable law, may authorize and grant guaranteesand security interests (*cautions*,*avals* and *garanties*) in the name of theCompany.  Each Manager may delegate partof its authority to one or more persons who may or may not be associatedthrough a contract with the Company, who may or may not be employed by theCompany.  Such delegation shall notaffect the duties and responsibilities of the Managers with respect to theexercise of such powers.

 

(b.2)                        Anysignificant agreement entered into between the Company and any affiliate of anyof the Managers or any significant amendment made to such an agreement, must besubmitted for the prior approval of the Supervisory Board.  No officer or employee of the Manager or ofany affiliate of a Manager who is also a member of the Supervisory Board shallbe able to take part in voting on the approval of such agreements or of anysignificant amendments to such agreements. An “affiliate of a Manager” shall mean any company which controls,directly or indirectly, the Manager or which is controlled, directly orindirectly, by the Manager or is under common control, direct or indirect, withthe Manager, it being specified that a company controls another company:

 

•                      whenthe company holds, directly or indirectly, a portion of the share capitalconferring on it the majority of the rights to vote at general meetings of suchother company;

 

•                      whenthe company is the sole holder of the majority of the rights to vote in suchother company pursuant to an agreement entered into with other partners orshareholders and which is not detrimental to the interest of such othercompany;

 

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•                       whenby virtue of its rights to vote the company has the actual power to makedecisions at the general meetings of such other company.

 

(c)                                  EachManager shall serve as a Manager until its resignation, except that any Managermay be removed (i) at any time forincapacity (whether due to bankruptcy proceedings or otherwise) by unanimousdecision of the *Commandités*, (ii) at any time for any other reasonby unanimous decision of the *Commandités* and the decision of an Extraordinary General Shareholders’ Meetingand (iii) by judicial action as provided by applicable law, upon a final,binding and non-appealable judgment by a court of competent jurisdiction that alegitimate ground exists for such removal. No Manager shall resign as a Manager of the Company except upon six (6)months’ prior written notice of such resignation to the Supervisory Board.  In the event of resignation or removal of anyManager, the *Commandités* shall have the exclusive right toreplace such Manager by unanimous decision in accordance with Section 3.1(a)above.  The removal of a Manager will notaffect its right to receive any accrued and unpaid portion of the ManagementFee (as defined below) or to receive reimbursement of any accrued and un-reimbursedcosts.

 

(d)                                 TheCompany shall reimburse each Manager directly for all direct and indirect costsincurred by or invoiced to the Manager in connection with the management of theCompany after the date of the transformation of the Company into a *société en commandite par actions*.  Such reimbursable costs shall be invoiced andrepaid monthly.

 

**ARTICLE IV**

**MANAGEMENT FEE**

 

**Section4.1****                                   ManagementFee**

 

The Manager shall receiveor,****as the case may be,****the Managers, shall****receive and distribute among themselves bymutual agreement an annual Management Fee (the “Management Fee”), which shallbe accounted for as a general expense of the Company and which shall consist ofa Base Fee, an Incentive Fee and a Hotel Sale Fee.  The Management Fee shall, for each fiscalyear, be calculated and payable in accordance with Sections 4.2 and 4.3 below.

 

**Section4.2****                                   Calculationof Management Fee**

 

(a)                                  BaseFee

 

(a.1)                         NoBase Fee shall be due to the Managers for any fiscal year ended on September30, 1998, at the latest.  For a givenfiscal year from the fiscal year beginning on October 1, 1998, the Base Feewill be equal to a percentage of the Total Net Revenues (as defined below)according to the following progressive scale:

 
| • | from October 1, 1998 to  September 30, 2008 | : | 1   %; |
|--------|---------------------------------------------|---|-----------------------|
| • | from October 1, 2008 to  September 30, 2013 | : | 1.5%;                 |
| • | from October 1, 2013 to  September 30, 2018 | : | 3   %; |
| • | from October 1, 2018                        | : | 6   %. |

 

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(a.2)                         FromOctober 1, 2008, the right for the Managers to receive payment of the portionof the Base Fee exceeding 1% of the Total Net Revenues shall be subject to thecondition that the Company (i) has achieved a pretax positive consolidatedincome, after accounting of the amount theoretically due in respect of thewhole Base Fee, for the fiscal year during which such Base Fee is due, and (ii)has the legal right to distribute a dividend to the shareholders for suchfiscal year.

 

(a.3)                         Notwithstandingthe provisions of Section 4.2(a.2) above, the portion of the Base Fee exceedingthree percent (3%) of the Total Net Revenues for any fiscal year may not exceedforty percent (40%) of the after-tax consolidated profits of the Company forsuch fiscal year (calculated after applying a rate of three percent (3%) withregard to the Base Fee).

 

(b)                                 IncentiveFee

 

If the Adjusted PretaxCash Flow (as defined below) of the Company for a given fiscal year is greaterthan ten percent (10%) of the Reference Amount (as defined below) for suchfiscal year, then the Incentive Fee for such fiscal year shall be equal tothirty percent (30%) of the portion of the Adjusted Pretax Cash Flow thatexceeds ten percent (10%) of the Reference Amount for such fiscal year.

 

(c)                                  HotelSales Fee

 

The Hotel Sale Fee shallbe equal to thirty-five percent (35%) of the net pretax income of the Companyarising from the sale of hotels.

 

(d)                                 Definitions

 

For calculating theManagement Fee, the following terms and expressions shall have the meaningascribed to them below; it being specified, however, that calculations for thisSection 4 shall be made in accordance with the accounting standards andprinciples generally applied in France:

 

(d.1)                        “AdjustedPretax Cash Flow” shall mean:

 

Cash Provided byOperations Before Incentive Fees and Income Taxes (as defined below), asreflected in the annual consolidated financial statements of the Company, plus:

 

•                      interestexpense attributable to long-term debt, plus:

 

•                      rentalexpense under all leases and leasing in which the Company or any of itssubsidiaries is the lessee, minus:

 

•                      netincome before Tax from gains from the sale or transfer of Hotels and minus:

 

•                      investmentand interest income, if any.

 

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(d.2)                        “FinancingAgreements” shall mean:

 

•                       Multi-currencyCredit Opening Agreement that may be used through drawings or issuance ofletters of credit, dated September 5, 1989, entered into between the Companyand Euro Disneyland S.N.C. as borrowers and, among others, (i) Banque Nationalede Paris, Caisse Nationale de Crédit Agricole, Citibank N.A., Deutsche Bank Ag,The Long-Term Credit Bank of Japan Limited and Morgan Guaranty Trust Company ofNew York, as lenders, and (ii) Banque Nationale de Paris as agent;

 

•                       Agreementrelating to the granting of Profit-Sharing Loans, dated May 17, 1989, entered intobetween the Company and Euro Disneyland S.N.C. as borrowers and Caisse desDépôts et Consignations, as lenders;

 

•                       Agreementrelating to the granting of Ordinary Loans, dated May 17, 1989, entered intobetween the Company and Euro Disneyland S.N.C. as borrowers and Caisse desDépôts et Consignations, as lenders;

 

•                       The Partners AdvanceAgreement, dated April 26, 1989, entered into between Euro Disneyland S.N.C. asborrower and (i) Euro Disneyland Participations S.A., Banque Indosuez, BanqueNationale de Paris, CaisseCentrale des Banques Populaires, Banque Régionale d’Escompte et de Dépôts(BRED), CASDEN-Banques Populaires, Caisse Nationale de Crédit Agricole (CNCA),Crédit Local de France – CAECL S.A., Crédit National, Kodak-Pathe S.A., Sociétédu Louvre and Banque du Louvre as lenders, and (ii) Banque Indosuez as agent;

 

•                       CreditOpening Agreement, dated March 25, 1991, entered into between EDL Hôtels SCAand Hotel New York Associés SNC, Newport Bay Club Associés SNC, Sequoia LodgeAssociés SNC, Cheyenne Hotel Associés SNC, Hotel Santa Fe Associés SNC andCentre de Divertissements Associés (together “SNC Hôtelières”), as borrowersand, among others, (i) Banque Indosuez, Banque Nationale de Paris, CitibankN.A., Crédit Foncier de France, Crédit Local de France, Crédit National,Deutsche Bank A.G., National Westminster Bank SA and The Long-Term Credit Bankof Japan Limited, as lenders, and (ii) Banque Indosuez, as agent;

 

•                       AdvanceAgreement, dated March 25, 1991, entered into between Hotel New York AssociésSNC, Newport Bay Club Associés SNC, Hotel Santa Fe Associés SNC, Sequoia LodgeAssociés SNC, Cheyenne Hotel Associés SNC and Centre de DivertissementsAssociés SNC, as borrowers, EDL Hôtels SCA, as guarantor, the partners of theborrowing *Sociétés en nom collectif*as lenders, and Banque Indosuez as agent.

 

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(d.3)                        “FixedAssets” shall mean the book value of intangible assets plus the book value ofthe tangible assets plus, with regard to the Company, the amount relevantshowed as expenses to be allocated in the consolidated balance sheet of theCompany for the fiscal year.

 

(d.4)                        “ReferenceAmount” for each fiscal year shall be equal to:

 

•                       theaverage of the gross value of the Fixed Assets appearing at the beginning andclosing of such fiscal year in the consolidated accounts of the Company, plus:

 

•                       theaverage of the gross value of the Fixed Assets appearing at the beginning andclosing of the period corresponding to such fiscal year in the corporate accountsof Euro Disneyland S.N.C., plus:

 

•                       theaverage of the gross value of the Fixed Assets appearing at the beginning andclosing of the period corresponding to such fiscal year in the corporateaccounts of Hotel New York Associés S.N.C., Cheyenne Hotel Associés S.N.C.,Hotel Santa Fe Associés S.N.C., Newport Bay Club Associés S.N.C., Sequoia LodgeAssociés S.N.C. and Centre de Divertissements Associés S.N.C.

 

(d.5)                        “TotalNet Revenues” shall mean the operating, financial and extraordinary revenuesreflected in the annual income statements of the Company (excluding interestincome on cash held in cash on treasury accounts), minus the amount of anyvalue-added tax included in such revenues; provided, however, that Revenuesattributable to any joint venture in which the Company participates or to anyconsolidated subsidiary of the Company that is not wholly owned (except fordirectors’ qualifying shares pursuant to the law or by-laws of the relevantCompany) shall be included in “Total Net Revenues” only up to the proportionthat the equity interest of the Company bears to the total equity of thesubsidiary.  For the purpose ofcalculating “Total Net Revenues”, “Revenues” includes the gross revenues fromall activities of the Company, including, without limitation, revenues from anypresent or future theme park or other gated attraction, participant fees andrevenues from any other sponsorship arrangements, revenues from hotels,restaurants and other service establishments, revenues from sales ofmerchandise, revenues from the sale or lease of real property (whetherdeveloped or undeveloped), and all other revenues of the Company from whateversource.

 

(d.6)                        “CashProvided by Operations Before Incentive Fees and Income Taxes” shall include:

 

•                       consolidatedrevenues net of all expenses of the Company (other than non-cash expenses, theIncentive Fee and taxes) and

 

•                       anyproceeds of insurance in the nature of business interruption insurance, to theextent not included in revenues.

 

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Notwithstanding theforegoing, all items of revenue and expense attributable to any joint venturein which the Company participates, or to any consolidated subsidiary of theCompany, shall be included, for these purposes, in “Cash Provided by OperationsBefore Incentive Fees and Income Taxes” only in the proportions that the equityinterest of the Company bears to the total equity of the joint venture orsubsidiary.

 

**Section4.3.****                                Paymentof Management Fees**

 

The Management Fee, otherthan the Hotel Sales Fee, shall be paid quarterly in arrears.

 

For each of the firstthree quarters of each fiscal year, with the exception of the Hotel Sales Fee,the Management Fee due for such quarter shall be calculated on the basis of theCompany’s unaudited quarterly financial statements of the Company and shall bepayable within five (5) days after such financial statements have beencertified by the principal accounting officer of each Manager.  With respect to each of the first threequarters of each fiscal year, each quarterly installment of the Base Fee shallbe calculated on the basis of actual Total Net Revenues for the relevantquarter, and each quarterly installment of the Incentive Fee shall becalculated by multiplying actual Adjusted Pretax Cash Flow for the relevantquarter by four, determining the Incentive Fee which would be payable based onthe resulting amount and dividing the resulting projected Incentive Fee byfour.

 

Notwithstanding theprovisions of Article 4.2(a) above, the portion of the Base Fee exceeding threepercent (3%) of Total Net Revenues for any fiscal year shall be due or payableonly after full reimbursement of the Loans granted to the Company to EuroDisneyland S.N.C., to EDL Hôtels S.C.A. and to the *SNC Hôtelières* involved in the hotel industry under theFinancing Agreements.

 

The payment of the HotelSales Fee shall be made within five (5) days after the financial statements forthe quarter in which the sale of a hotel has occurred have been certified bythe principal accounting officer of each Manager.

 

Following the end of eachfiscal year, the total Management Fee due for the relevant fiscal year shall becalculated on the basis of the financial statements of the Company certified bythe Statutory Auditors of the Company.  Ifsuch calculation discloses that the total amount of the Management Fee dueexceeds the sum of the three (3) installments previously paid, then the Companyshall pay the difference to the Managers. If such calculation discloses that the total amount of the ManagementFee due is less than the sum of the three installments previously paid, thenthe Managers shall repay the difference to the Company.  In either case, no interest shall accrue onthe amount of any such difference until the date the reconciliation payment isdue.  Any such reconciliation paymentshall be due not later than the fifth day following the date of the submissionto the company of the Report of the Statutory Auditor on the annual auditedfinancial statements of the Company.  TheManagement Fee shall be paid in French francs.

 

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**ARTICLE V**

***COMMANDITES***

 

**Section 5.1.****                                Transferof Interests **

 

Any *Commandité* may, with the unanimous consent of allthe other *Commandités*, as well as the approval ofShareholders at an Extraordinary General Meeting as provided in Section 8.3(d),transfer any of its rights as a *Commandité* inthe Company.  Upon consummation of suchtransfer as provided by applicable law, the transferee of such rights shallacquire the status of a *Commandité* ofthe Company, with all the rights, powers, duties and obligations related tosuch status.

 

**Section5.2.****                                Incapacityor death of a*****Commandité***

 

In the event of thebankruptcy (*redressement ou liquidationjudiciaire*) or other legal incapacity of any *Commandité*, the Company, if there exists one ormore other *Commandités*, shall continue in existence and shallnot be dissolved.  In the event of thedeath of a *Commandité* who is an individual, the Company shallcontinue in existence and the surviving *Commandités* may, subject to the conditions set forth in Section 5.1, purchasethe entire interest in the Company formerly held by the deceased *Commandité*.

 

**ARTICLEVI**

**SUPERVISORYBOARD**

 

**Section6.1.****                                Constitutionof the Supervisory Board**

 

(a)                                                                                  TheCompany shall have a Supervisory Board that shall verify and monitor themanagement of the Company and that shall have, for this purpose, the samepowers as the Statutory Auditor.  TheSupervisory Board shall have as members at least three *Commanditaires*.  During their terms of office, each member ofthe Supervisory Board must be the holder of at least one Share in theCompany.  If at the date of his or herappointment, a member of the Supervisory Board is not the holder of therequired number of shares, or if, in the course of his or her terms of office,he or she ceases to be the holder thereof, the member will be deemed to have resigned if he or she has failed tocomply with this requirement within three months.  The initial members of the Supervisory Boardshall be elected to terms ending at the adjournment of the Annual OrdinaryGeneral Meeting (as defined in Section 8.2(a) below) for each of the threefiscal years ending September 30, 1989, 1990 and 1991, respectively, andsubsequent members of the Supervisory Board shall be elected to terms of threeyears by the Ordinary General Meeting (excluding the *Commandités*, who shall not vote in such elections).  For this purpose, the term “year” refers tothe period between two consecutive Annual Ordinary General Meetings.  Members of the Supervisory Board may bere-elected.  The office of a member ofthe Supervisory Board shall terminate at the adjournment of the Annual OrdinaryGeneral Meeting which passes on the annual financial statements relating to theprior fiscal year and which is held in the year during which the term of officeof such member comes to an end.  No lessthan a majority of the members of the Supervisory Board shall be less than 70years of age.  No person whose ageexceeds 70 years at the date such person would be expected to take office maybe elected a member of the Supervisory Board if such election would cause amajority of the members of the Supervisory Board to exceed 70 years of age atthe time such office was taken.  If thislimit is exceeded in the course of any year, then the oldest sitting member ofthe Supervisory Board shall be deemed to have resigned at the adjournment ofthe next General Meeting.

 

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(b)                                                                                 Inthe event of a vacancy resulting from the death, incapacity or resignation ofany member of the Supervisory Board, the Supervisory Board, with the priorapproval of the Managers, may temporarily fill the vacancy with a new memberwho shall serve for the unexpired remainder of the term of the former member,and whose appointment may be ratified by vote of the next Ordinary GeneralMeeting.  Failure so to ratify thetemporary appointment of a member of the Supervisory Board shall not affect thevalidity of the acts of such temporary member and the Supervisory Board in theperiod prior to such Ordinary General Shareholders’ Meeting.

 

**Section6.2.****                                Officers;Meetings**

 

(a)                                                                                  TheSupervisory Board shall select a chairman and, if it so chooses, one or severalvice-chairmen, from among its members.

 

                                                Thechairman or, in his absence, any vice-chairman, shall preside at meetings ofthe Supervisory Board.  In the event thechairman and the vice-chairmen are absent, the Supervisory Board maytemporarily appoint one of its members to fill their places.

 

                                                TheSupervisory Board also shall appoint a secretary, who may but need not be aSupervisory Board member.

 

(b)                                                                                 TheSupervisory Board shall meet as often as is required for the interests of theCompany, at the Company’s registered office or in any other place specified inthe notice of meeting.  The Managersshall be entitled to notice of and to attend, but not to vote at, suchmeetings.  Meetings may be called by the chairmanof the Supervisory Board, by one-half or more of its members, or by any Manageror *Commandité* of the Company, upon written notice tothe members of the Supervisory Board and the Managers.

 

(c)                                                                                  Thepresence of one-half of the members (or, in the event there is an odd number ofmembers, a majority of members) of the Supervisory Board shall constitute therequisite quorum.  The Supervisory Boardshall act at any meeting upon the vote of the majority of its members presentwho are entitled to vote or by vote of two members if only two members arepresent and entitled to vote, provided that a quorum is present.  A member of the Supervisory Board may berepresented by another member of the Supervisory Board provided that no membermay hold more than one proxy.  Thechairman of the Supervisory Board, in addition to voting as a regular member,shall be entitled to cast an extra and deciding vote in the event of a tievote.  Minutes of the meetings of theSupervisory Board shall be kept in a special register and signed either by thechairman and secretary or by a majority of the members.  All copiesor extracts from such minutes shall be certified by either the chairmanof the Supervisory Board or by one of the Managers or, if the circumstancesrequire, by one of the vice-chairmen of the Supervisory Board.

 

**Section6.3.****                                SpecificDuties and Power**

 

(a)                                                                                  Eachyear, the Supervisory Board shall provide the Annual Ordinary General Meetingwith a report noting the irregularities or errors, if any, detected by theSupervisory Board in the annual financial statements of the Company and notingany reasons why the distribution of dividends proposed by the Managers shouldnot be approved by the Shareholders.  Onthe occasion of each such Annual Ordinary General Meeting, the SupervisoryBoard may comment on the financial results of the Company and give its opinionas to any question appearing on the agenda.

 

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(b)                           TheSupervisory Board shall consider and shall have the authority to approve allcontracts, agreements and transactions referred to in Article 258 of Law No.66-537 of July 24, 1966.  The SupervisoryBoard shall provide the Ordinary General Meeting with a special reportconsidering such contracts, agreements and transactions.

 

(c)                           TheSupervisory Board may call an Ordinary or Extraordinary General Shareholders’Meeting at any time after providing written notice to the Managers andcomplying with all notice requirements provided by applicable law.

 

(d)                           Inaddition, the Supervisory Board shall provide the General Shareholders’ Meetingwith a report whenever the Supervisory Board convenes such General Meeting andwhenever the Statutory Auditor of the Company is required by law to provide areport to such General Meeting.

 

(e)                           TheSupervisory Board shall produce a report on any capital increase proposed bythe Managers to the Shareholders and on any proposed capital decrease.

 

**Section6.4.****           Compensation**

 

The members of theSupervisory Board together shall receive from the Company a fixed annual feethat shall be determined by the Ordinary General Meeting and shall be paid eachyear until the Ordinary General Shareholders’ Meeting chooses a differentamount.  The Supervisory Board shallallocate this fee among its members in any manner it sees fit.

 

**ARTICLEVIISTATUTORY AUDITOR**

 

**Section7.1.****           Qualification;Appointment**

 

A Statutory Auditor (*commissaire aux comptes*) meeting the legal requirements forpractice of its profession shall verify and monitor the Company as provided forby applicable law.  When certain legalconditions are met, the Company shall designate at least two StatutoryAuditors.

 

The Statutory Auditorshall be appointed for a term of six years by the Ordinary General Shareholders’Meeting, which also shall, for each Statutory Auditor, appoint an AlternateAuditor meeting the same legal requirements and shall establish thecompensation of the Statutory Auditors according to applicable law andregulations.

 

Each Alternate Auditorshall fulfill the duties of a regular Statutory Auditor for the remainder ofthe term thereof if the latter refuses to act, is prevented from acting ordies, resigns, is removed or becomes otherwise incapable of fulfilling hisduties.  The Statutory Auditor andAlternate Auditor may be re-elected for an unlimited number of terms, and maybe removed from office only for cause or incapacity by order of a court ofcompetent jurisdiction as provided by applicable law.

 

**Section7.2.****           Reports**

 

In addition to otherduties conferred by applicable law, the Statutory Auditor shall after the endof each fiscal year, provide the Annual Ordinary General Meeting:

 

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(a)                                                                                  witha report certifying that the annual financial statements relating to suchfiscal year are valid and sincere and fairly present the financial operationsof the Company for the past fiscal year as well as its financial condition andassets as of the end of such fiscal year. Should the Statutory Auditor refuse to so certify, its report to theOrdinary General Meeting shall explain the reasons for such refusal; and

 

(b)                                                                                 witha special report concerning the contracts, agreements and transactions referredto in section 6.3(b) above, prepared in accordance with applicable law.

 

**ARTICLEVIIIGENERAL SHAREHOLDERS’ MEETINGS**

 

**Section8.1.****                                GeneralMeetings**

 

(a)                                                                                  GeneralShareholders’ Meetings, which may be ordinary general meetings (“OrdinaryGeneral Meetings”) or extraordinary general meetings (“Extraordinary GeneralMeetings”), may be called by any Manager or by the Supervisory Board, or bysuch other persons as provided for by applicable law or these by-laws.  Notice of General Shareholders’ Meetingsshall specify the date, time and place of the meeting, in addition to anagenda, and shall be provided to Shareholders and the Managers in accordancewith the timing and other requirements of applicable law.  The General Shareholders’ Meetings shall beheld at the registered office of the Company or in any other place located inFrance, according to the decision made by the author of the notice.

 

                                                Theagenda shall contain, in addition to the items proposed by the person callingthe meeting, any other items proposed by the Managers.  Only questions which appear on such agendamay be taken up and considered at the meeting.

 

(b)                                                                                 Oneof the Managers, or, if the Managers are absent or one of the Managers sochooses, the chairman of the Supervisory Board or, in his absence, anyvice-chairman of the Supervisory Board, shall preside over General Shareholders’Meetings.

 

                                                In theabsence of the Managers and the chairman and vice-chairmen of the SupervisoryBoard, the Shareholders present at such General Meeting shall elect a chairmanof the meeting by majority vote.  Votingofficials and the secretary of General Shareholders’ Meetings (together withthe chairman of the meeting, the “Officers” (*bureau*)of the Meeting) shall be appointed, and the Shareholders’ attendance sheetshall be prepared and certified, according to applicable law.

 

(c)                                                                                  Ateach General Shareholders’ Meeting, every Shareholder shall have a number ofvotes equal to the number of Shares owned or represented by such Shareholder onthe date five business days prior to the date of the Meeting, except asotherwise provided by law.  EachShareholder not attending the meeting personally may choose one of the threefollowing alternatives:

 

•                 designateanother Shareholder or his spouse as its proxy;

•                 voteby mail; or

•                 givea proxy to the Company without indicating a choice,

 

in each case inaccordance with the requirements of applicable law and regulations.

 

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If any proxy submitted bya Shareholder does not specify who may vote such proxy, the chairman of theGeneral Shareholders’ Meeting shall vote such proxy in favor of all resolutionsproposed or agreed by the Managers, and against all other proposedresolutions.  Any Shareholder wishing tovote otherwise by proxy must designate as a person who will vote such proxy aperson who agrees to vote in accordance with such Shareholder’s instructions.

 

(d)                                                                                 Theproceedings of each General Shareholders’ Meeting shall be recorded in minuteskept in a special register and signed by the Officers.  Minutes so prepared and kept shall be theauthentic record of such Meetings.  Allcopies of or extracts from such minutes shall be certified by one of theManagers, the Chairman of the Supervisory Board or the Secretary of the GeneralMeeting of Shareholders.

 

**Section8.2.****                                OrdinaryGeneral Meetings.**

 

(a)                                                                                  OrdinaryGeneral Meetings may be called at any time. At all events, an annual Ordinary General Meeting (the “Annual OrdinaryGeneral Meeting”) shall be called to meet once a year within six (6) months ofthe end of each fiscal year.

 

(b)                                                                                 EachAnnual Ordinary General Meeting shall (i)receive and consider the management report prepared by the Managersconcerning, among other things, the activities of the Company during the priorfiscal year, as well as the annual reports of the Supervisory Board andStatutory Auditor and (ii) discuss and approve the annual financial statementsand the proposed allocation of net profits, in accordance with these by-lawsand with applicable law.  In addition,each Annual Ordinary General Meeting and any other Ordinary General Meeting mayappoint and remove the members of the Supervisory Board, name the StatutoryAuditor and pass on all matters within its competence listed on the agenda forsuch Meeting, with the exception of any items listed in Section 8.3 as beingwithin the competence of an Extraordinary General Meeting.

 

(c)                                                                                  AnOrdinary General Meeting shall consist of all Shareholders meeting theconditions required by applicable law.

 

The presence ofShareholders holding or representing in the aggregate at least one-quarter ofthe outstanding Shares with the right to vote shall constitute a quorumnecessary for the transaction of any business upon the initial convocation ofan Ordinary General Meeting.  No quorumshall be necessary for the transaction of business at an Ordinary GeneralMeeting that is convened a second time for lack of a quorum at the initialconvocation.

 

(d)                                                                                 Noaction (except for election and action taken regarding resignation and removalof members of the Supervisory Board) may be taken at an Ordinary GeneralMeeting without the prior unanimous consent of the *Commandités*.  Written notice of any suchconsent shall be given to the Managers prior to the date of such OrdinaryGeneral Meeting.

 

(e)                                                                                  TheOrdinary General Meeting shall in all cases act by majority of the votes of theShareholders present, or represented, at such meeting.

 

**Section8.3.****                                ExtraordinaryGeneral Meetings.**

 

(a)                                                                                  AnExtraordinary General Meeting shall decide by vote on

 

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(a.1)            anyand all proposed amendments to these by-laws whose approval by theExtraordinary General Meeting is required by applicable law, including, withoutlimitation, and subject to the other provisions of these by-laws:

 

(i)                                      increasingor decreasing the capital of the Company,

 

(ii)                                   modifyingthe terms and conditions of transfers of Shares;

 

(iii)                                alteringthe composition of Ordinary General Meetings or the voting rights ofShareholders at Ordinary General Meetings or Extraordinary General Meetings;

 

(iv)                               changingthe purpose, duration or registered office of the Company (subject to theManagers’ authority to change the registered office pursuant to Section 1.3);

 

(v)                                  changingthe Company’s corporate form, such as a *sociétéanonyme*or *société àresponsabilité limitée*,

 

(a.2)            dissolvingthe Company, as well as approving any transfer or sale by the Company which wouldentail the dissolution of the Company or a restriction of the Company’spurposes;

 

(a.3)            transferringall or a portion of a *Commandité’s*rightsin the Company held as *Commandité* to a third party;

 

(a.4)            effectinga merger of the Company, and

 

(a.5)            decidingall other matters which the Extraordinary General Meeting may act on by voteunder applicable law.

 

(b)                           AnExtraordinary General Meeting shall consist of all Shareholders meeting theconditions required by applicable law.

 

The presence ofShareholders holding or representing a total of at least one-half of the Sharesoutstanding shall constitute a quorum necessary for the transaction of anybusiness upon the initial convocation of an Extraordinary General Meeting.  On the occasion of the second convocation ofan Extraordinary General Meeting for lack of a quorum at the initialconvocation, the quorum necessary for the transaction of any business shall beone-quarter of the Shares entitled to vote.

 

(c)                           Noaction may be taken at an Extraordinary General Meeting without the priorunanimous consent of the *Commandités*; provided,however, that action may betaken at an Extraordinary General Meeting with respect to changing the Company’scorporate form will require only the prior consent of a majority of the *Commandités*.

 

Written notice of anysuch consent shall be given to the Managers prior to the date of suchExtraordinary General Meeting.

 

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(d)                                                        TheExtraordinary General Meeting shall in all cases act by two-thirds of the votesof the Shareholders present, or represented, at such Meeting, except that suchvote shall be (i) a majority vote,both as to number of all Shareholders entitled to vote and as to the number ofrights to vote of the Shareholders present or represented, in the case of atransfer by a *Commandité* of a portion of its rights as a *Commandité* in the Company to a third party, (ii) aunanimous vote of all Shareholders entitled to vote in the case of a transferby a *Commandité* of the entirety of such rights.

 

**Section8.4.****                                ShareholderAccess to Information**

 

Each Shareholder shall beentitled to access to, or, as the case may be, to receive, documents andrecords of the Company to the extent required by applicable law.

 

**ARTICLEIXACCOUNTS;  ALLOCATION OF PROFITS**

 

**Section9.1.****                                FiscalYear.**

 

Each fiscal year of theCompany shall begin on October 1 of each year and shall end on September 30 ofthe subsequent year.

 

**Section9.2.****                                FinancialStatements.**

 

Following the close ofeach fiscal year, the Managers shall prepare, present to the Supervisory Boardand make available to the Statutory Auditor the annual financial statements,the inventory of assets, a statement of net realizable assets, a table of sources and uses of funds, aprovisional income statement, a plan of financing and a statement of revenuesconcerning such fiscal year, all as required by applicable law.  The Managers shall also prepare a managementreport.

 

**Section9.3.****                                Allocationof Profits.**

 

The income statement,which sets forth the revenues and expenses (including the Management Fee andreimbursements to the Managers) of each fiscal year, shall set forth, aftersubtraction of depreciation and provision for appropriate reserves, the profitor loss of such fiscal year.

 

Each fiscal year, thereshall be deducted from the profit (after subtraction, as the case may be, ofprior losses) an amount allocated to a legal reserve fund pursuant to Article345 of Law No. 66-537 of July 24, 1966. Such allocation shall no longer be required if the balance of such legalreserve fund reaches one-tenth (1/10th) of the amount of the Company’sshare capital, but shall again become required if the balance of such legalreserve fund falls below one-tenth (1/10th) of the Company’s sharecapital, for any reason.

 

The distributable profitsshall mean the profit for the fiscal year, less any prior losses carriedforward, less any amounts allocated to reserves pursuant to applicable law orthe by-laws, plus any profits carried forward.

 

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The *Commandités* together shall have the right toreceive each year 0.50% of the profit for the fiscal year.  The Managers may propose to the GeneralMeeting to allocate all or a portion of the profit to other reserve accounts tothe extent permitted and under the conditions specified by applicable law priorto the distribution of dividends to Shareholders.

 

The General Meetingconsidering the financial statements of each fiscal year may grant to eachShareholder the right to choose whether to receive all or a part of thedividends to be paid in such year in cash or in Shares.

 

In addition, an OrdinaryGeneral Meeting, acting in accordance with Article 347 of Law No. 66-537 ofJuly 24, 1966 to permit payment of interim dividends, may grant to eachShareholder the right to choose whether to receive all or part of such interimdividends in cash or in Shares.

 

Offers to pay in Shares,as well as the price and issuance terms of such Shares and the terms andconditions of related increases in capital and requests for payment in Shares,shall be made in accordance with applicable law.

 

Any dividends declaredshall be payable at the times and places designated by the Managers within amaximum of nine (9) months (or such longer period as may be ordered by a courtof competent jurisdiction) of the end of the fiscal year as to which suchdividends are declared.

 

**ARTICLE X****DISSOLUTION AND LIQUIDATION**

 

**Section10.1.****                         Allocationof Losses.**

 

Any losses of the Companyshall be borne by the Shareholders in proportion to the number of Shares heldby each Shareholder; provided, that in no case shall Shareholders beliable for any amount exceeding the nominal value of their Shares.

 

**Section10.2.****                         Dissolution.**

 

(a)                                                                                  If,due to losses shown in the annual financial statements of the Company, thestated net equity (*capitaux propres*)of the Company is less than one-half of the share capital of the Company, theManagers shall, within four months of the approval by the Shareholders of theannual financial statements showing such losses, call an Extraordinary GeneralMeeting, which shall decide whether the Company should be dissolved.  If such Extraordinary General Meeting doesnot decide to dissolve the Company, the Company must, if the balance of statednet equity has not increased to at least one half of the share capital of theCompany within the time limits provided by applicable law, reduce itsoutstanding capital by an amount at least equal to any such losses which cannotbe charged to reserves.

 

The decision made at theExtraordinary General Meeting shall in all cases be published in accordancewith applicable law.  Should theExtraordinary General Meeting not occur or, having occurred, be unable toresolve this question, or should the provisions of the second sentence of thefirst paragraph of this Section not be complied with, any interested party maypetition the Commercial Court for dissolution of the Company.

 

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(b)                                                                                 TheCompany shall be dissolved upon the occurrence of any event specified by law,including expiration of the duration of the Company if such existence is notextended, or by earlier dissolution upon prior unanimous approval of the *Commandités* and decision of the Shareholders at anExtraordinary General Meeting to so dissolve.

 

**Section10.3.****                         Liquidationof the Company.**

 

The Company shall beliquidated immediately upon dissolution of the Company for any reason.

 

One or more liquidatorsshall be designated bythe Shareholders, with the unanimous approval of the *Commandités*, at either the Extraordinary General Meeting which notes or decidesupon dissolution (which Extraordinary General Meeting shall act according tothe rules regarding quorum and voting percentages otherwise applicable toOrdinary General Meetings), or at an Ordinary General Meeting called to act onsuch matters.

 

The liquidator orliquidators shall represent the Company and shall have full power to reduce theassets of the Company to cash, including by private sale, to pay the creditorsof the Company and to distribute the available remaining balance, if any.

 

The General Meeting mayauthorize the liquidator or liquidators to execute any outstanding businesstransactions of the Company and to initiate additional business transactionsfor purposes of liquidation.

 

The net proceeds ofliquidation of the Company, after settlement of all liabilities, shall be usedto reimburse the total nominal paid-in amount of the outstanding Shares.

 

Any balance remainingshall be distributed, to the extent of the total amount of any reservespreviously funded by allocation of profits otherwise available for distributionto the Shareholders, to the Shareholders pro rata to the number of Shares heldby each of them.

 

Any balance remainingafter the distribution shall be distributed:

 

•                                           upto 0.50% to the *Commandités*, to be divided among them as they mayagree, and

 

•                                           upto 99.50% to the Shareholders, pro rata to the number of Shares held by each ofthem.

 

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