**Exhibit 4.17(a)**

 

***Translation for information***

 

**1 December, 2004**

 

**AMENDMENT AND RESTATEMENT AGREEMENTTO THE COMMONAGREEMENT DATED 10 AUGUST 1994**

 

**Between**

 

Euro Disney S.C.A

Euro Disney Associés S.C.A

EDL Hôtels S.C.A

Euro Disneyland S.N.C

Hôtel New York Associés S.N.C

Newport Bay Club Associés S.N.C

Sequoia Lodge Associés S.N.C

Cheyenne Hotel Associés S.N.C

Hôtel Santa Fe Associés S.N.C

Centre de DivertissementsAssociés S.N.C

 

**and**

 

the Banks parties to the Phase IA Credit Facility

the Caisse des Dépôts et Consignations

the Partners party to the Phase IA Partners AdvancesAgreement

the Banks parties to Phase IB Credit FacilityAgreement

the SNC Hotel Companies partners and the Lenders partyto the Phase IB Credit Facility

Agreement

 

**Agents**

BNP PARIBAS

CALYON

CDC

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

 

Advisers to the Debtors**Freshfields Bruchhaus Deringer**2-4, ruePaul Cézanne75008 Paris

 

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**TABLEOF CONTENTS**

 
| 1.     | Definitions                                                                                                                                                   |   |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |                                                                                                                                                          |   |
| 2.     | Interim  Period                                                                                                                                               |   |
|   |                                                                                                                                                          |   |
| 3.     | Prepayment                                                                                                                                                    |   |
|   |                                                                                                                                                          |   |
| 4.     | Amendment  and Restatement of the Common Agreement                                                                                                            |   |
|   |                                                                                                                                                          |   |
| 5.     | Conditions  Precedent                                                                                                                                         |   |
|   |                                                                                                                                                          |   |
| 6.     | Representations  and Warranties                                                                                                                               |   |
|   |                                                                                                                                                          |   |
| 7.     | Undertakings                                                                                                                                                  |   |
|   |                                                                                                                                                          |   |
| 8.     | Entry in force                                                                                                                                                |   |
|   |                                                                                                                                                          |   |
| 9.     | Termination                                                                                                                                                   |   |
|   |                                                                                                                                                          |   |
| 10.    | Agent                                                                                                                                                         |   |
|   |                                                                                                                                                          |   |
| 11.    | Waiver of rights                                                                                                                                              |   |
|   |                                                                                                                                                          |   |
| 12.    | Costs and Expenses                                                                                                                                            |   |
|   |                                                                                                                                                          |   |
| 13.    | No Novation                                                                                                                                                   |   |
|   |                                                                                                                                                          |   |
| 14.    | Severability  of Provisions                                                                                                                                   |   |
|   |                                                                                                                                                          |   |
| 15.    | Language                                                                                                                                                      |   |
|   |                                                                                                                                                          |   |
| 16.    | Governing Law                                                                                                                                            |   |
|   |                                                                                                                                                          |   |
| 17.    | Jurisdiction                                                                                                                                                  |   |
|   |                                                                                                                                                          |   |
|   | ANNEX I                                                                                                                                                       |   |
|   |                                                                                                                                                          |   |
|   | List of the current  subsdiaries, direct or indirect, of Euro Disney S.C.A., Euro Disney Associés  S.C.A. and EDL Hotels SCA (prior to the Contribution) |   |
|   |                                                                                                                                                          |   |
|   | ANNEX II                                                                                                                                                      |   |
|   |                                                                                                                                                          |   |
|   | List of Phase IA Banks,  Phase IA Partners, Phase IB Banks and Phase IB Lenders                                                                               |   |
|   |                                                                                                                                                          |   |
|   | ANNEX III                                                                                                                                                     |   |

 

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|   | Common Agreement Amended  and Restated                    |   |
|--------|-----------------------------------------------------------|--------|
|   |                                                      |   |
|   | ANNEX IV                                                  |   |
|   |                                                      |   |
|   | Letter from BNP PARIBAS  and CALYON dated 27 October 2004 |   |

 

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**BETWEEN THE UNDERSIGNED :**

 

1)     **EURODISNEY S.C.A**., *sociétéen commandite par actions,*having its registered office at ImmeublesAdministratifs, Route Nationale 34, Chessy, 77700

 

acting in its own name and on behalf of itssubsidiaries the list of which is set out in annex I,

 

(hereafter “**Euro Disney S.C.A**”)

 

2)     **EURODISNEY ASSOCIES S.C.A**., *société en commandite par actions,*having its registeredoffice at Immeubles Administratifs, Route Nationale 34, Chessy, 77700

 

acting in its own name and on behalf of itssubsidiaries the list of which is set out in annex I,

 

(hereafter “**Euro Disney Associés S.C.A**”)

 

3)     **EDLHOTELS S.C.A**., *sociétéen commandite par actions,*having its registered office at ImmeublesAdministratifs, Route Nationale 34, Chessy, 77700

 

acting in its own name and on behalf of itssubsidiaries the list of which is set out in annex I,

 

(hereafter “**EDL Hotels**”)

 

4)     **EURODISNEYLAND S.N.C**., *sociétéen nom collectif,*having its registered office at ImmeublesAdministratifs, Route Nationale 34, Chessy, 77700

 

(hereafter “**Euro Disneyland S.N.C**”)

 

5)     **HOTELNEW YORK ASSOCIES S.N.C**., *société en nom collectif,*having itsregistered office at Immeubles Administratifs, Route Nationale 34, Chessy,77700

 

6)     **NEWPORTBAY CLUB ASSOCIES S.N.C**., *société en nom collectif,*having itsregistered office at Immeubles Administratifs, Route Nationale 34, Chessy,77700

 

7)     **SEQUOIALODGE ASSOCIES S.N.C**., *société en nom collectif,*having its registered office atImmeubles Administratifs, Route Nationale 34, Chessy, 77700

 

8)     **CHEYENNEHOTEL ASSOCIES S.N.C**., *société en nom collectif,*having its registered office atImmeubles Administratifs, Route Nationale 34, Chessy, 77700

 

9)     **HOTELSANTE FE ASSOCIES S.N.C**., *société en nom collectif,*having itsregistered office at Immeubles Administratifs, Route Nationale 34, Chessy,77700

 

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10)   **CENTRE DE DIVERTISSEMENTSASSOCIES S.N.C**., *société en nom collectif,*having itsregistered office at Immeubles Administratifs, Route Nationale 34, Chessy,77700

 

(hereafter together the “**SNC Hotel Companies**” or individually a “**SNC Hotel Company**”)

 

(Euro Disneyland S.N.C and the SNC HotelCompanies hereafter together the “**S.N.Cs**”or individually an “**S.N.C**”.)

 

*(Euro Disney S.C.A, EuroDisney Associés S.C.A., EDL Hôtels, Euro Disneyland S.N.C and the SNC HotelCompanies being hereafter referred to together as the “**Debtors**” or individually a “**Debtor**”)*

 

AND:

 

11)   **Thebanks**parties to the Phase IA Facility Agreement,the list of which is set out in annex II,

 

represented by their Agent, BNP PARIBAS,

 

(hereafter the “**Phase IA Banks**”)

 

12)   **CAISSEDES DEPOTS ET CONSIGNATIONS**, specific public entitycreated by the law of 28 April 1816 codified under articles L.518-2 et seq. ofthe Code monétaire et financier, having its registered office at 56 rue deLille, 75507 Paris,

 

(hereafter “**CDC**”)

 

13)   Theparties to the Phase IA Partners Advances Agreement,the list of which is set out in annex II,

 

represented by their Agent, CALYON,

 

(hereafter the “**Phase IA Partners**”)

 

14)   **TheBanks**parties to the Phase IB Credit FacilityAgreement, the list of which is set out in annex II,

 

represented by their Agent, CALYON,

 

(hereafter the “**Phase IB Banks**”)

 

15)   **The SNCHotel Companies partners and the lenders**, party to the PhaseIB Advances Agreement, the list of which is set out in annex II,

 

represented by their Agent, CALYON,

 

(hereafter the “**Phase IB Lenders**”)

 

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(*ThePhase IA Banks, CDC, the Phase IA Partners, the Phase IB Banks, the Phase IBLenders hereafter referred to together as the “**Creditors**” or individually a “**Creditor**”).*

 

WHEREAS:

 

(A)          In view of the developmentof Phase I of the Euro Disneyland Project in France, the Debtors have enteredinto a number of Bank Debt Agreements (as defined hereafter) with theCreditors.

 

(B)          Upon the financialrestructuring of the Euro Disney Group in 1994 a common agreement was enteredinto between the Debtors and the Creditors on 10 August 1994 (the “**Common Agreement”**) with a view toestablishing the undertakings of the Debtors to all the Creditors anddetermining certain of the common provisions relating to such restructuring.

 

(C)          Since that date certainamendments (the “**Amendments**”) weremade to the Common Agreement in particular through the consultation of 25September 1995 and the application for authorisation and waiver of 6 September1999.

 

(D)          The Euro Disney Group havingencountered fresh financial difficulties, a memorandum of agreement signed on 8June 2004, between Euro Disney S.C.A., EDL Hôtels S.C.A., Euro DisneylandS.N.C., the SNC Hotel Companies, The Walt Disney Company, CDC, as well as thePhase IA Banks, the Phase IA Partners, the Phase IB Banks and the Phase IBLenders, represented by their respective agents BNP PARIBAS or CALYON, andapproved by the Steering Committee (subsequently amended following the letterfrom Euro Disney S.C.A to the Creditors, dated 20 September 2004) set outthe measures necessary with a view to restoring the financial balance of theEuro Disney Group; the memorandum of agreement, as amended was accepted by aletter signed by all parties on 30 September, 2004 (the “**Memorandum of Agreement”**).

 

(E)           The Memorandum of Agreementprovided for a certain number of measures, including an increase in the sharecapital of Euro Disney S.C.A. and a reorganisation of the Euro Disney Group,consisting of the conversion of Euro Disney Associés S.N.C. into a *société en commandite par actions*and thetransfer by Euro Disney S.C.A. of all or substantially all of its assets andliabilities to Euro Disney Associés S.C.A, the latter thereby becoming theoperator of the Disneyland Resort, Paris.

 

(F)           The transfer will lead tothe extinction (by means of “*confusion”)*ofthe lease dated 1 July 1994 pursuant to which Euro Disney Associés S.N.C leasedcertain of its assets to Euro Disney S.C.A. and a sub-lease dated 30 June1994 pursuant to which Euro Disney Associés S.N.C. sub-let to Euro DisneyS.C.A. the assets subject to the *Crédit-Bail*Agreement, as a result of Euro Disney Associés becoming lessor and lessee andlessor and sub-lessee respectively.

 

(G)          As a consequence of thesignature of the Memorandum of Agreement and in order to assist itsimplementation, a certain number of amendments are required to be made to theCommon Agreement; in addition, the parties wish, for the sake of convenience,to produce a consolidated version of the Common Agreement containing theAmendments, and

 

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secondly, toexclude from the text of the Agreement all historical provisions which havebecome unnecessary and to update certain obsolete references.

 

(H)          The aim of this Agreement istherefore to insert the Amendments into the Common Agreement, to amend theCommon Agreement in accordance with paragraph (F) above and to restate theCommon Agreement’s unamended provisions.

 

(I)            Euro Disney Associés S.C.Ais a party to this agreement by virtue of the fact that, as a result of theContribution, it will replace Euro Disney S.C.A. as a debtor.

 

**THE PARTIES HAVE THEREFOREAGREED AS FOLLOWS:**

 

# **1.**            Definitions

# ** **

For the application of the Agreement andits Schedules, except where the context otherwise requires, the terms definedin the Common Agreement, in the Covenants or in any of the relevant Bank DebtAgreements (as the Common Agreement, the Covenants or the Bank Debt Agreementshave been modified at the date hereof) have the same meaning as is given tothem therein, and, with the exception of the terms defined in the recitals, thefollowing terms have the following meanings :

 

“**Agent**”means each of the Agents designated as such further to each of the Bank DebtAgreements and CDC for the implementation of the CDC Loan Agreements.

 

“**Agreement**”means this agreement including its annexes.

 

“**AgreementDate**” means the date of execution of this Agreement.

 

“**Amendedand Restated Common Agreement**” means the Common Agreement dated 10August 1994 between Euro Disney S.C.A, acting in its own name and on behalf ofits subsidiaries listed in the Annex to such agreement, EDL Hotels S.C.A actingin its own name and on behalf of its subsidiaries listed in the Annex to such agreement,Euro Disneyland S.N.C, the SNC Hotel Companies, the Phase IA Banks, the PhaseIA Partners, the Phase IB Banks, the Phase IB Lenders and CDC, as amended andrestated in accordance with the provisions of Clause 4 (*Amendment and restatement of the CommonAgreement*) the text of which is attached as Annex III.

 

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

 

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

 

“**CDC LoanAgreements**” means the CDC Ordinary Loan Agreement and the CDCParticipating Loan Agreement.

 

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“**CDC****Long Term Subordinated Debt Agreements**”means each of the agreements relating to the Subordinated Long Term Debt ofEuro Disney Associés SCA arising in accordance with the conditions provided forin the CDC Second Park Agreements.

 

“**CDCOrdinary Loans**” means the ordinary loans granted to Euro DisneyS.C.A or Euro Disneyland S.N.C by CDC pursuant to the CDC Ordinary LoanAgreement.

 

“**CDCOrdinary Loan Agreement**” means the agreement relating to thegranting of Ordinary Loans dated 17 May 1989 between CDC, Euro Disney S.C.A andEuro Disneyland S.N.C as amended by two amendments dated 10 August 1994 and 30September 1999, and an amended and restated CDC Ordinary Loan Agreement betweenCDC, Euro Disney SCA and Euro Disneyland SNC dated 1 December 2004, the entryin force of which is subject to the implementation of the Contribution and theCompletion of Share Capital Increase.

 

“**CDCParticipating Loan Agreement**” means the agreement relating to thegranting of Junior Loans dated 17 May 1989 between CDC, Euro Disney S.C.A andEuro Disneyland S.N.C as amended by two amendments dated 10 August 1994 and 30September 1999 and an amended and restated CDC Participating Loan Agreementbetween CDC, Euro Disney SCA and Euro Disneyland SNC dated 1 December 2004, theentry in force of which is subject to the implementation of the Contributionand the Completion of Share Capital Increase.

 

“**CDCSecond Park Agreements**” means

 

(a) the Loan Agreements (Tranches A, B, Cand D) dated 30 September 1999 between Euro Disney S.C.A and CDC, as amended byamendments dated 18 November 2002, and by loan agreements (Tranche A, B, C andD) amended and restated on 1 December 2004

 

(b) the Loan Agreement (Tranche E) betweenEuro Disney S.C.A and CDC to be entered into before the Share Capital IncreaseCompletion Date,

 

(c) the subordination agreement betweenEuro Disney S.C.A, the Priority Creditors and CDC dated 19 October 1999 as amendedby an amendment agreement between the same parties dated 1 December 2004 and bya subordination agreement amended and restated between Euro Disney AssociésSCA, the Priority Creditors and CDC dated 1 December 2004.

 

“**Completionof Share Capital Increase**” means in connection with one of theactions agreed in the Memorandum of Agreement, that new shares of Euro DisneyS.C.A shall have been subscribed for, fully paid in cash and issued in a grossminimum amount of €250 million and that the proceeds thereof shall have beenpaid to Euro Disney S.C.A.

 

“**Contribution**”means the Contribution of the assets and liabilities of Euro Disney S.C.A toEuro Disney Associés S.C.A further to the Contribution Agreement.

 

“**ContributionAgreement**” means the contribution agreement between Euro DisneyAssociés S.C.A and Euro Disney S.C.A dated 30 September 2004, as amended on 8

 

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November, 2004, as it shall be approved bythe extraordinary shareholders’ meetings of each such company.

 

“**DefinedProportion**” means, with respect to releases of the Security Depositsand the corresponding utilisations in accordance with Clause 2 (*Interim Period*) and Clause 3 (*Prepayment*), a percentage of 66% of theSecurity Deposit referred to in (i) of the definition of “Security Deposit” and34% of the Security Deposit referred to in (ii) of the definition of SecurityDeposit.

 

“***Gage-espèces***” has the meaning set out inparagraph (A)(2)(b) of Clause 2 (*Interim Period)*.

 

“**IA Partners’ Agent**”means the agent appointed in such capacity in the Phase IA Partners AdvancesAgreement.

 

“**MasterAgreement**” means the agreement for the creation and operation ofEuro Disneyland in France dated 24 March 1987 between (i) the Republic ofFrance, (ii) the Ile de France region, (iii) the département of Seine et Marne,(iv) the Régie Autonome des Transports Parisiens, (v) the Etablissement Publicd’Aménagement de la Ville Nouvelle de Marne la Vallée and (vi) theEtablissement Public d’Aménagement du Secteur IV de la Ville Nouvelle de Marnela Vallée, on the one hand, a subsidiary of TWDC, Euro Disney S.C.A and EuroDisneyland S.N.C, on the other hand, as amended by amendments number one, twoand three and by the Amendment Agreement to the Master Agreement as defined in thePhase IA Credit Amendment and Restatement Agreement.

 

“**Phase IAAdvances Amendment and Restatement Agreement**” means the agreementdated 1 December 2004 relating in particular to the amendment and restatementof the Phase IA Partners Advances Agreement.

 

“**Phase IABanks Agent**” means the agent designated as such under the Phase IACredit Facility.

 

“**Phase IACredit Amendment and Restatement Agreement**” means the agreementdated 1 December 2004 relating in particular to the amendment and restatementof the Phase IA Credit Facility.

 

“**Phase IACredit Facility**” means the multicurrency credit facility agreementwhich may be utilised by means of drawings or issue of letters of credit, dated5 September 1989 between Euro Disney S.C.A, Euro Disneyland S.N.C, the Phase IABanks as lenders and BNP PARIBAS as Agent as amended by amendments of 10 August1994 and 17 March 1995 and by the applications for authorisations and waiversrelating to the Covenants dated in particular 6 September 1999, and amended andrestated by the Phase IA Credit Amendment and Restatement Agreement.

 

“**Phase IAPartners Advances Agreement**” means the partners advances agreementdated 26 April 1989 between Euro Disneyland S.N.C as borrower, its Partners aslenders and CALYON as Agent, as amended by an amendment dated 10 August 1994,

 

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and amended and restated by the Phase IAAdvances Amendment and Restatement Agreement.

 

 “**Phase IB Banks Agent**” means the agentdesignated as such under the Phase IB Advances Agreement.

 

 “**Phase IB Advances Agreement**” means theadvances agreement dated 26 April 1991 between the Hotel S.N.C.s, EDL HotelsS.C.A as guarantor, the Phase IB Lenders and CALYON as Agent as amended byamendments dated 10 August 1994, 12 July 1995, 15 May 1996 and 16 May 2003 aswell as by the applications for authorisations and waivers relating to theCovenants dated in particular 6 September 1999, and amended and restated by thePhase IB Advances Amendment and Restatement Agreement.

 

“**Phase IBAdvances Amendment and Restatement Agreement**” means the agreementdated 1 December 2004 relating in particular to the amendment and restatementof the Phase IB Partners Advances Agreement.

 

“**Phase IBCredit Amendment and Restatement Agreement**” means the agreementdated 1 December 2004 relating in particular to the amendment and restatementof the Phase IB Credit Facility Agreement.

 

“**Phase IBCredit Facility Agreement**” means the credit facility agreement dated25 March 1991 between EDL Hotels, the SNC Hotel Companies, the Phase IB Banksas lenders and CALYON as Facility Agent, Agent for the Lenders and SecurityAgent, as amended by amendments dated 10 August 1994, 12 July 1995, 15 May 1996and 16 May 2003 as well as by the applications for authorisations and waiversrelating to the Covenants dated in particular 6 September 1999, and amended andrestated by the Phase IB Credit Amendment and Restatement Agreement.

 

“**Phase IB Lenders Agent**”means the agent appointed in such capacity in the Phase IB Advances Agreement.

 

“**RestatementDate**” means the date on which all the conditions precedent listed inclause 5 (C*onditions Precedent)*and which shall not have been waived by the Agents shall be satisfied.

 

“**SecurityDeposit**” means (i) the sums deposited by Euro Disney S.C.A with thePhase IA Banks Agent and allocated by way of *gage-espèces*in favour of the Phase IA Banks and CDC as security for all amountsdue and payable pursuant to the Phase IA Credit Facility and the agreementrelating to the granting of ordinary loans referred to in the first part of thedefinition of CDC Ordinary Loan Agreement and (ii) the sums deposited by EDLHotels with the Phase IB Credit Agent allocated by way of *gage-espèces*in favour of the Phase IBBanks and the Phase IB Lenders as security for all amounts due pursuant to thePhase IB Credit Facility Agreement and the Phase IB Advances Agreement.

 

“**Share Capital IncreaseCompletion Date**” means the date on which the Completion of ShareCapital shall be implemented.

 

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“**SteeringCommittee**” means the working group representing creditors of theSenior Debt (other than CDC), set up of the financial restructuring of the EuroDisney Group.

 

“**SubordinatedLong Term Debt**” means, with respect to the Royalties, the ManagementFees, interest under the CDC Second Park Agreements and the Standby RevolvingCredit Facility, the sums deferred and transformed into long term subordinateddebt respectively in accordance with the letter referred to in (iii) of the definitionof Licence Supplemental Agreement, the agreements referred to in (ii) of thedefinition of Remuneration Agreement, the CDC Second Park Agreements and theStandby Revolving Credit Supplemental Agreement.

 

# **2.**            Interim period

# ** **

### (A)          In accordance with theprovisions of clause 7.1.4 (D*ebt serviceunder the Bank Debt Agreements*) of the Memorandum of Agreement, foreach payment date between 1 October 2004 and the Share Capital IncreaseCompletion Date, debt service in relation to the Bank Debt Agreements (inprincipal, interest, commissions, expenses and ancillary amount) shall beprocessed in accordance with the provisions of each of the relevant Bank DebtAgreements, subject to the following reservations as regards service ofprincipal:

###  

(1)            Phase IA Credit Facility and Phase IB Credit Facility Agreement

 

##### (a)   the Phase IA Banks Agent, acting onbehalf of the Phase IA Banks, and the Phase IB Banks Agent acting on behalf ofthe Phase IB Banks and the Phase IB Lenders:

#####  

(i)     shall each for his own part givea partial release of the Security Deposits in the Defined Proportion, at therelevant payment date, and up to the corresponding fraction of the amount ofthe principal payment concerned with respect to, as the case may be, the PhaseIA Credit Facility or the Phase IB Credit Facility Agreement;

 

#### (ii)    provided that on the date of anysuch release all the obligations of the Debtors pursuant to the provisions ofclause 7.1.4 (*Debt service under the BankDebt Agreements*) paragraph (c) of the Memorandum of Agreement shallhave been complied with.

####  

The letter from BNP PARIBAS and CALYON of27 October 2004 setting out this mechanism is attached as Annex IV.

 

(b)   The Phase IA Banks Agent or thePhase IB Banks Agent, as the case may be, shall transfer the sum so released tothe account, as the case may be, of the Phase IA Banks Agent or the Phase IBBanks Agent, details of which shall have been previously notified to it, so asto enable the Phase IA Banks Agent or the Phase IB Banks Agent as the case maybe to proceed to the payment of principal concerned.

 

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(c)   The sums mentioned above, whichshall have been partially released, shall simultaneously be allocated by, asthe case may be, the Phase IA Banks Agent or the Phase IB Banks Agent acting,as the case may be, on behalf of Euro Disney S.C.A or EDL Hotels and, as thecase may be the Phase IA Banks or the Phase IB Banks, to service the principalof the debt becoming payable under the Phase IA Credit Facility or the Phase IBCredit Facility Agreement as applicable.

 

(d)   The total (i) of the sums allocatedto service of the principal of the debt under the Phase IA Credit Facility andthe Phase IB Credit Facility Agreement according to the terms of this clause 2and (ii) the sums allocated to partial prepayment of the debt in accordancewith the terms of clause 3 (P*repayment*),shall be capped at the total amount of the Security Deposits (interestexcluded) as at 8 June 2004, namely €100 million.

 

(2)           CDC Loan Agreements

 

##### (a)    CDC Ordinary Loans to Euro DisneyS.C.A

#####  

The payment of principal on 30 October 2004under the CDC Ordinary Loans granted to Euro Disney S.C.A shall be met by EuroDisney S.C.A by means of interest accrued on the security deposit up to 30October 2004.

 

For this purpose the Phase IA Banks Agent,acting on behalf of the Phase IA Banks, and the Phase IB Banks Agent acting onbehalf of the Phase IB Banks and the Phase IB Lenders shall, each for his ownpart, give a partial release of such interest in the Defined Proportion up tothe corresponding fraction of the relevant principal payment.

 

The above sums thus partially releasedshall be simultaneously transferred by the Phase IA Credit Agent and the PhaseIB Credit Agent, acting on behalf of Euro Disney S.C.A, to a CDC accountdetails of which shall have been previously notified by CDC to each of theAgents concerned.

 

##### (b)           CDC Ordinary Loans granted to Euro Disneyland S.N.C and CDC JuniorLoans

#####  

The payment of principal under the CDCOrdinary Loans granted to Euro Disneyland S.N.C and the CDC Junior Loans shallbe postponed until the Share Capital Increase Completion Date according to theprovisions of the CDC Loan Agreements.

 

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As security for the amounts so postponedEuro Disney has granted to CDC, in accordance with the provisions of *Gage-espèces*contract between CDC and Euro Disney S.C.A dated 29 October 2004, two *gage-espèces (*the*“**gage-espèces**”)*in a total initial amount of €2,447,823.96.

 

On the Share Capital Increase CompletionDate CDC shall transfer back to Euro Disney S.C.A the amount of the *Gage-espèces*.

 

In the event of termination of certainprovisions of the Memorandum of Agreement in accordance with paragraph (b) ofclause 7.7 (*Termination*)of the Memorandum of Agreement and in the event that Euro Disneyland S.N.C orEuro Disney S.C.A were to default in the performance of its obligations securedby the *Gage-espèces*, CDC may setoff the amount subject to the *Gage-espèces*againstthe amount due by Euro Disneyland S.N.C or Euro Disney S.C.A with respect tosuch secured obligations, in accordance with the provisions of the abovementioned *gage-espèces*contract*.*

 

### (B)           Interest

###  

Subject to the provisions of paragraph(A)(2)(a) above the balance of accrued interest on the Security Deposits shallbe repaid by each of the Agents concerned to Euro Disney S.C.A on the ShareCapital Increase Completion Date.

 

### (C)           Investment

###  

Euro Disney SCA agrees, up to the ShareCapital Increase Completion Date, not to spend, by way of developmentinvestment and authorised investment, amounts which would result in the sum of90 million euros (€90,000,000) excluding taxes, calculated in respect of theperiod between 1 April, 2004 to 31 March, 2005, being exceeded.

 

# **3.**            Prepayment

# ** **

#### (i)            In order to implement the partial prepayment of principaloutstanding under the Phase IA Credit Facility, the Phase IB Credit FacilityAgreement and the Phase IB Advances Agreement (Tranche C) provided at clause5.1 (P*repayment*) of theMemorandum of Agreement, and notwithstanding the provisions of the relevantBank Debt Agreements, such partial prepayment shall take place as provided ineach of the Phase IA Credit Amendment and Restatement Agreement, Phase IBCredit Amendment and Restatement Agreement, Phase IB Advances Amendment andRestatement Agreement and Phase IA Advances Amendment and Restatement.

 

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Accordingly on the Share Capital IncreaseCompletion Date each of the relevant Debtors shall pay to the relevant Agent,on behalf of each of the relevant Creditors, the amount of principal andinterest appearing on the notice which will have been sent by each of therelevant Agents.

 

#### (ii)           However the amounts of principal included in the payments to be madeby each of the relevant Debtors shall be paid as follows:

####  

(1)             Phase IA Credit

 

##### (a)             Tranche A, Tranche D1 andTranche D2

#####  

(i)        the Phase IA Banks Agent shallcalculate the balance of the Maximum Prepayment Amount (as defined in the PhaseIA Credit Amendment and Restatement Agreement) outstanding to Tranche A Banks,Tranche D1 Banks and Tranche D2 Banks after deducting the amount of principalreimbursed to such Banks between 1 October 2004 and the Share Capital IncreaseCompletion Date in accordance with the provisions of paragraph (A)(1) of Clause2 (*Interimperiod*), (hereafter the “**FirstDifference**”).

 

(ii)       on the Share Capital IncreaseCompletion Date:

 

(i’)      the Phase IA Banks Agent, actingon behalf of the Phase IA Banks, and the Phase IB Banks Agent, acting on behalfof the Phase IB Banks and the Phase IB Lenders:

 

(i)    shall each for his own partrelease the balance of the Security Deposits in the Defined Proportion up tothe First Difference;

 

(ii)   subject to compliance by therelevant Debtors with the provisions of Clause 5.1.2 (*Ordinary CDC Loans*) of the Memorandum ofAgreement; and

 

(ii’)     the Phase IB Banks Agent, shalltransfer the sums so released to the account of the Phase IA Banks Agent,details of which shall have previously been notified to it, in order to enablethe Phase IA Banks Agent to proceed to pay the amount of the First Difference;

 

(iii’)    the Phase IA Banks Agent, actingon behalf of Euro Disney Associés S.C.A shall allocate simultaneously the FirstDifference to the prepayment, in accordance with the notice referred to inparagraph (A) pro rata the

 

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outstanding amount of the Tranche A Banks,the Tranche B1 Banks and the Tranche D2 Banks; and

 

(iv’)    the difference between the MaximumPrepayment Amount and the First Difference thus allocated to the prepaymentshall consist of amounts of principal repaid in accordance with the provisionsof paragraph (A)(1) of Clause 2 (*Interimperiod*) which shall be deemed to have been prepaid between 1 October2004 and the Share Capital Increase Completion Date.

 

##### (b)           Tranche B

#####  

(i)       the Phase IA Banks Agent shallcalculate the balance of the Maximum Prepayment Amount to Third Party Lenders(as defined in the Phase IA Credit Amendment and Restatement Agreement)available for allocation to Third Party Lenders after deducting the amount ofprincipal reimbursed to such Third Party Lenders between 1 October 2004 and theShare Capital Increase Completion Date in accordance with the provisions ofparagraph (A)(1) of Clause 2 (*Interim period*),at the Prepayment Date (hereafter the “**SecondDifference**”).

 

(ii)      on the Share Capital IncreaseCompletion Date:

 

(i’)the Phase IA Banks Agent, acting onbehalf of the Phase IA Banks, and the Phase IB Banks Agent, acting on behalf ofthe Phase IB Banks and the Phase IB Lenders:

 

•      shall each for his own part give release of the balance of theSecurity Deposits in the Defined Proportion up to the Second Difference;

 

•      provided the relevant Debtors have performed the provisions ofclause 5.1.2 (*Ordinary CDC Loans*)of the Memorandum of Agreement; and

 

(ii’)the PhaseIB Banks Agent shall transfer the sums so released to the account of the PhaseIA Banks Agent, details of which shall have previously been notified to it, inorder to enable the Phase IA Banks Agent to proceed to pay the amount of theSecond Difference;

 

(iii’)thePhase IA Banks Agent, acting on behalf of Euro Disney Associés S.C.A shallallocate simultaneously the Second Difference to the partial prepayment toThird Party Lenders, in accordance with the notice

 

12

----

 

referred to in paragraph (A) and shall makethe corresponding transfers in accordance with their instructions;

 

(iv’)thedifference between the Maximum Prepayment Amount to Third Party Lenders and theSecond Difference thus allocated to the prepayment shall consist of amounts ofprincipal repaid in accordance with the provisions of paragraph (A)(1) ofClause 2 (*Interim period*) whichshall be deemed to have been prepaid between 1 October 2004 and the ShareCapital Increase Completion Date; and

 

(v’)the PhaseIA Banks (Tranche B) shall pay to the Phase IA Banks Agent, in accordance withclause 42 (*Payment by the Banks*)of the Phase IA Credit Facility, €7,872,098.91 for Euro Disneyland S.N.C. and€3,534,496.14 for Euro Disney Associés S.C.A., and the Phase IA Banks Agent,acting on behalf of the Debtors concerned, shall pay simultaneously this sum tothe Third Party Lenders by way of repayment of the balance of their respectiveclaims of principal with respect to Third Party Finance; and

 

(vi’)the Agentshall destroy the Letters of Credit (as defined in the Phase IA CreditFacility) previously issued to secure the Third Party Finance.

 

(2)      Phase IB Credit

 

##### (a)           the Phase IB Banks Agentshall calculate the balance of the Maximum Prepayment Amount (as defined in thePhase IB Credit Amendment and Restatement Agreement) outstanding to Phase IBBanks after deducting the amount of principal reimbursed to such Phase IB Banksbetween 1 October 2004 and the Share Capital Increase Completion Date inaccordance with the provisions of paragraph (A)(1) of Clause 2 (*interim period*), (hereafter the “**Third Difference**”).

#####  

##### (b)           on the Share CapitalIncrease Completion Date:

#####  

(i)       the Phase IA Banks Agent,acting on behalf of the Phase IA Banks, and the Phase IB Banks Agent, acting onbehalf of the Phase IB Banks and the Phase IB Lenders:

 

•      shall each for his own part give release of the balance of theSecurity Deposits in the Defined Proportion up to the Third Difference;

 

13

----

 

•      provided the Debtors concerned shall have performed the provisionsof clause 5.1.2 (*Ordinary CDC Loans*)of the Memorandum of Agreement; and

 

(ii)      the Phase IA Banks Agent, shalltransfer the sums so released to the account of the Phase IB Banks Agent,details of which shall have previously been notified to it, in order to enablethe Phase IB Banks Agent to proceed to pay the amount of the Third Difference;

 

(iii)     the Phase IB Banks Agent, actingon behalf of EDL Hotels shall allocate simultaneously the Third Difference tothe prepayment, in accordance with the notice referred to in paragraph (A) prorata the outstanding amount to the Phase IB Banks; and

 

(iv)    the difference between the MaximumPrepayment Amount and the Third Difference thus allocated to the prepaymentshall consist of amounts of principal repaid in accordance with the provisionsof paragraph (A)(1) of Clause 2 (*Interim period*) which shall bedeemed to have been prepaid between 1 October 2004 and the Share CapitalIncrease Completion Date.

 

(3)      Phase IB Advances (Tranche C)

 

##### (c)           the Phase IB Lenders Agentshall calculate the balance of the Maximum Prepayment Amount (as defined in thePhase IB Advances Amendment and Restatement Agreement) outstanding to the PhaseIB Lenders (Tranche C) after deducting the amount of principal reimbursed tosuch Phase IB Lenders (Tranche C) between 1 October 2004 and the Share CapitalIncrease Completion Date in accordance with the provisions of paragraph (A)(1)of Clause 2 (*Interim period*), (hereafter the “**Fourth Difference**”).

#####  

##### (d)           on the Share CapitalIncrease Completion Date:

#####  

(i)       the Phase IA Banks Agent,acting on behalf of the Phase IA Banks and the Phase IB Banks Agent acting onbehalf of the Phase IB Banks and the Phase IB Lenders:

 

•      shall each for his own part give release of the balance of theSecurity Deposits in the Defined Proposition up to the Fourth Difference;

 

14

----

 

•      provided the Debtors concerned shall have performed the provisionsof clause 5.1.2 (*Ordinary CDC Loans*)of the Memorandum of Agreement; and

 

(ii)      the Phase IA Banks Agent and thePhase IB Banks Agent, shall transfer the sums so released to the account of thePhase IB Lenders Agent, details of which shall have previously been notified toit, in order to enable the Phase IB Lenders Agent to proceed to pay the amountof the Fourth Difference;

 

(iii)     the Phase IB Lenders Agent,acting on behalf of EDL Hotels shall allocate simultaneously the FourthDifference to the prepayment, in accordance with the notice referred to inparagraph (A) pro rata the outstanding amount to the Phase IB Lenders; and

 

(iv)     the difference between theMaximum Prepayment Amount and the Fourth Difference thus allocated to theprepayment shall consist of amounts of principal repaid in accordance with theprovisions of paragraph (A)(1) of Clause 2 (*Interimperiod*) which shall be deemed to have been prepaid between 1 October2004 and the Share Capital Increase Completion Date.

 

#### (iii)          In accordance with the provisions of clause 5.1.2 (*Ordinary CDC Loans*) of the Memorandum ofAgreement, and according to the terms and conditions of the CDC LoanAgreements, Euro Disney S.C.A shall proceed to a partial prepayment ofprincipal outstanding under the Ordinary CDC Loans up to a total amount of€10,000,000 after deducting the amount of principal payable on 30 October 2004,which shall be paid as provided in paragraph (2)(a) of Clause (2)(*Interim period*).

####  

# **4.**            Amendment and Restatementof the Common Agreement

# ** **

The parties hereby agree:

 

(A)          to produce a consolidatedversion of the Common Agreement including the Amendments; and

 

(B)           to amend such consolidatedversion so as to:

 

(1)           remove from the text anyobsolete provision and update certain out-of-date references; and

 

(2)           to implement the Memorandumof Agreement; and

 

15

----

 

(C)          to restate, at theRestatement Date, all the unamended provisions of the Common Agreement whichhave not been amended,

 

all of which upon the terms of the Amendedand Restated Common Agreement.

 

# **5.**            Conditions precedent

# ** **

The entry in force of this Agreement issubject, in accordance with the terms of clause 8 (*Entry in force*), to theimplementation on the Share Capital Increase Completion Date, to the Agents’satisfaction, of the following conditions:

 

### (A)          satisfaction of all theconditions to the entry in force of all the provisions of the Phase IA CreditAmendment and Restatement Agreement;

###  

### (B)           satisfaction of all theconditions to the entry in force of all the provisions of the Phase IB CreditAmendment and Restatement Agreement;

###  

### (C)           satisfaction of all theconditions to the entry in force of the all the provisions of the Phase IBAdvances Amendment and Restatement Agreement;

###  

### (D)          satisfaction of all theconditions to the entry in force of all the provisions of the Phase IA AdvancesAmendment and Restatement Agreement;

###  

### (E)           satisfaction of all theconditions to the entry in force of all the provisions of the amended andrestated agreement relating to the granting of ordinary loans referred to inthe second part of the definition of CDC Ordinary Loan Agreement;

###  

### (F)           satisfaction of all theconditions to the entry in force of all the provisions of the amended and restatedagreement relating to the granting of participating loans referred to in thesecond part of the definition of CDC Participating Loan Agreement;

###  

### (G)           satisfaction of all theconditions to the entry in force of all the provisions of the amended and restatedloan agreements (Tranches A, B, C and D) referred to in (a) of the definitionof CDC Second Park Loan Agreements;

###  

### (H)          satisfaction of all theconditions to the entry in force of all the provisions of the subordinationagreement referred to in the second part of (c) of the definition of CDC SecondPark Agreements ;

###  

### (I)            signed copy by all theparties of each of the Expert Agreements;

###  

### Each of the Agents, acting upon instruction of theCreditors concerned shall be entitled to waive any of the conditions precedentset out in this clause.

 

16

----

 

# **6.**            Representations andwarranties

# ** **

Each Debtor represents and warrants to theAgents, at the Date of the Agreement, each for his own part:

 

### (A)          that the execution and performanceof its obligations pursuant to the Agreement:

###  

1)          conforms in all respectswith its legal capacity as a company, has been duly authorised and that allnecessary steps have been taken in this respect;

 

2)          is not in any respect incontradiction with any applicable law;

 

3)          is not in any respect incontradiction with its constitutive documents;

 

4)          shall not be a breach of theMaster Agreement or of any agreement binding on one or the other or of theProject;

 

### (B)           that all authorisationsnecessary to authorise each of them to enter into and perform its obligationsunder the Agreement have been granted or obtained;

###  

### (C)           that once in force, theAgreement and the Amended and Restated Common Agreement shall constitute foreach of them legally valid obligations binding in accordance with their terms;

###  

### (D)          that no proceedings beforeany court, arbitration tribunal, court of justice, administrative orgovernmental authority or any other competent body are underway, and to itsknowledge, no decision has been issued by any such authority which would becapable of having a material adverse effect on its capacity to perform itsobligations under the Agreement and the Amended and Restated Common Agreementor on its financial situation or those of other Debtors.

###  

# **7.**            Undertakings

# ** **

Euro Disney S.C.A and EDL Hotels undertakethat they shall maintain the amount of the Security Deposits at a total of €100million until the Share Capital Increase Completion Date subject to theprovisions of clause 2 (*Interim period*).

 

# **8.**            Entry in force

# ** **

### (A)          The provisions of theAgreement other than clause 3 (*Prepayment*) and clause 4 (*Amendment and Restatement of the Common Agreement*)shall come into force on the Date of the Agreement.

###  

### (B)           The provisions of clause 3and (*Prepayment*) and clause 4 (*Amendment and Restatement of the Common Agreement*)shall come into force on the Share Capital Increase Completion Date, subjectsatisfaction of all the conditions 

 

17

----

 

### precedent provided in clause 5 (C*onditions precedent*) with retroactiveeffect as regards the provisions of clause 3 (*Prepayment*).

###  

# **9.**            Termination

# ** **

In the event that the Completion of ShareCapital Increase or completion of the Contribution has not taken place by 31March 2005, and if, at the end of the consultation procedure provided for inparagraph (a) of clause 7.7 (*Termination*)of the Memorandum of Agreement, certain provisions of the Memorandum ofAgreement have been terminated in accordance with paragraph (b) of Clause 7.7 (*Termination*), this Agreement will beterminated.

 

The termination of this Agreement will takeeffect from the date on which the termination of such provisions of theMemorandum of Agreement referred to above takes effect.

 

In the event that one of the agreementsreferred to in Clause 5 (*Conditionsprecedent*) is terminated in accordance with its provisions on 1December 2004, this Agreement may be terminated at the Agent’s discretion.

 

# **10.**          Agent

# ** **

For the purpose of this Agreement and theAmended and Restated Common Agreement, each Creditor severally represents andwarrants to the Agent and to the members of the Steering Committee set up inrespect of the negotiation of the Memorandum of Agreement, that it has madewithout relying on the Agents or the Steering Committee its own investigationsinto the financial situation and activities of the Borrowers and into theProject; furthermore each Bank represents and warrants that it has not reliedupon any opinion given by the Agent or the Steering Committee in relation tothe Agreement, its Schedules, the Amended and Restated Common Agreement and itsschedules, and all other documents, agreements or consents signed or enteredinto by reason of the signature of the Agreement or the Memorandum ofAgreement.

 

# **11.**          Waiver of rights

# ** **

Notwithstanding the provisions of articleL.221-1 of the commercial code, but so that no provision of this Agreement orof the Bank Debt Agreements is limited in its application Euro Disney SCA, EuroDisney Associés SCA, EDL Hotels, each Group Company, each Creditor and eachAgent (except CDC in relation to Tranche POSNC 1 of the CDC Ordinary LoanAgreement), waive individually and collectively, expressly and irrevocably, (i)all recourse it may have or believes it may have against any partner of EuroDisneyland SNC or of any of the SNC Hotel Companies as regards any obligationof Euro Disneyland SNC or a SNC Hotel Company under the Common Agreement or theBank Debt Agreements; and (ii) the initiation of any action designed atobtaining the *redressement judiciaire*or the judicial liquidation of Euro Disneyland SNC or any of the SNC HotelCompanies.

 

18

----

 

# **12.**          Costs and expenses

# ** **

Euro Disney SCA or, after the Contribution,Euro Disney Associés S.C.A undertakes to reimburse all costs and expensesincurred by the Agent in accordance with the provisions of Clause 7.2.2 (*Costs*) of the Memorandum of Agreement.

 

# **13.**          No novation

# ** **

Clauses of the Common Agreement which arenot expressly amended by the terms of this Agreement shall remain unchanged.

 

# **14.**          Severability of provisions

# ** **

The invalidity, illegality orunenforceability of any provision of this Agreement in any relevantjurisdiction shall not affect the validity, legality or enforceability of thatprovision in any other jurisdiction or any other provision of this Agreement,the Common Agreement or the Amended and Restated Common Agreement.

 

# **15.**          Language

# ** **

This Agreement has been drawn up andexecuted in the French language and the French text shall prevail in the eventof any discrepancy between such text and any version thereof which may exist inanother language.

 

# **16.**          Governinglaw

# ** **

This Agreement shall be governed by andinterpreted in accordance with the laws of France.

 

# **17.**          Jurisdiction

# ** **

Any dispute between the parties arisingfrom this Agreement, including, without limitation, disputes relating to thevalidity or the interpretation thereof, or the performance by any party of itsobligations thereunder shall be submitted to the exclusive jurisdiction of theTribunal de Commerce de Paris, or, if it relates to CDC, to the competent courtwithin the jurisdiction of the Paris Court of Appeal.

 

Signed in Paris

 

On 1 December 2004

 

In 9 original copies

 

19

----

 
| **   Euro Disney S.C.A**               |       |
|---------------------------------------------|------------|
| ** **                                  | ** ** |
| ** **                                  | ** ** |
| ** **                                  | ** ** |
|   by Jeffrey R.  Speed                 |       |
|                                        |       |
|                                        |       |
| **   Euro Disney Associés S.C.A** |       |
| ** **                                  |       |
| ** **                                  |       |
| ** **                                  |       |
|   by Jeffrey R.  Speed                 |       |
|                                        |       |
|                                        |       |
| **   Euro Disneyland S.N.C.**          |       |
| ** **                                  |       |
| ** **                                  |       |
| ** **                                  |       |
|   by Dominique  Le Bourhis             |       |
|                                        |       |
|                                        |       |
| **   EDL Hôtels S.C.A.**          |       |
| ** **                                  |       |
| ** **                                  |       |
| ** **                                  |       |
|   by Jeffrey  R. Speed                 |       |

 

20

----

 
| **   Hôtel New York Associés S.N.C.** |   |
|------------------------------------------------------|--------|
| ** **                                           |   |
| ** **                                           |   |
| ** **                                           |   |
|   by Dominique  Le Bourhis                      |   |
|                                                 |   |
|                                                 |   |
| **   Newport Bay Club Associés S.N.C.**    |   |
| ** **                                           |   |
| ** **                                           |   |
| ** **                                           |   |
|   by Dominique  Le Bourhis                      |   |
|                                                 |   |
|                                                 |   |
| **   Sequoia Lodge Associés S.N.C.**       |   |
| ** **                                           |   |
| ** **                                           |   |
| ** **                                           |   |
|   by Dominique Le Bourhis                       |   |
|                                                 |   |
|                                                 |   |
| **  Cheyenne Hôtel Associés S.N.C.**  |   |
| ** **                                           |   |
| ** **                                           |   |
| ** **                                           |   |
|   by Dominique Le Bourhis                       |   |

 

21

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| **  Hôtel Santa Fe Associés S.N.C.**                                                                 |       |
|---------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                                                                          |       |
| ** **                                                                                                          |       |
| ** **                                                                                                          |       |
|   by Dominique Le Bourhis                                                                                      |       |
| ** **                                                                                                          | ** ** |
| ** **                                                                                                          | ** ** |
| **  Centre de Divertissements Associés S.N.C.**                                                           |       |
| ** **                                                                                                          |       |
| ** **                                                                                                          |       |
| ** **                                                                                                          |       |
|   by Dominique Le Bourhis                                                                                      |       |
|                                                                                                                |       |
|                                                                                                                |       |
| **  Caisse des Dépôts et Consignations**                                                             |       |
| ** **                                                                                                          |       |
| ** **                                                                                                          |       |
| ** **                                                                                                          |       |
|   By                                                                                                           |       |
| ** **                                                                                                          | ** ** |
| ** **                                                                                                          | ** ** |
| **   BNP PARIBAS**                                                                                             |       |
| ** **                                                                                                          |       |
| ** **                                                                                                          |       |
| ** **                                                                                                          |       |
| Acting as Agent on behalf of the Phase IA  Banks whose names appear in Annex II by Martine Aubert and Olivier Jean. |       |

 

22

----

 
| **   CALYON**                                                                                                                                                                   |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| ** **                                                                                                                                                                           |   |
| ** **                                                                                                                                                                           |   |
| ** **                                                                                                                                                                           |   |
| Acting as Agent on behalf of the Phase IB  Banks, the Phase IB Lenders and the Phase IA Partners whose names appear in  Annex II by Michel Anastassiades and Jean-Hervé Cariou. |   |

 

23

----

 

**ANNEX I**

 

**List of the currentsubsdiaries, direct or indirect,of Euro Disney S.C.A., Euro Disney Associés S.C.A. and EDL Hotels SCA (prior totheContribution)**

 

I.              DIRECT SUBSIDIARIES OF EURO DISNEY S.C.A.

 
| **Name**                               | ** ** | **Companies Registry**       | ** ** | **Percentage  held** | ** ** |
|----------------------------------------|------------|------------------------------|------------|----------------------|------------|
| EDL Hôtels S.C.A.                 |       | RCS Meaux 347 686 206        |       | 99.99                | %(**1**)   |
| EDL Hôtels  Participations S.A.S. |       | RCS Meaux 380 365 015        |       | 100.00               | %          |
| EDL Services  S.A.S.                   |       | RCS Meaux 379 410 301        |       | 100.00               | %          |
| Euro Disney  Vacances S.A.S.           |       | RCS Meaux 383 850 278        |       | 100.00               | %          |
| Val d’Europe  Promotion S.A.S.    |       | RCS Meaux 384 279 857   |       | 100.00               | %          |
| ED Resort  Services S.A.S.             |       | RCS Meaux 384 280 046        |       | 100.00               | %          |
| Euro Disney  Commandité S.A.S.    |       | RCS Meaux 384 279 808        |       | 100.00               | %          |
| SETEMO  lmagineering S.A.R.L.          |       | RCS Meaux 388 457 004        |       | 100.00               | %          |
| Convergence  Achats S.A.R.L.           |       | RCS Créteil 444 199 343 |       | 50.00                | %(**2**)   |
| ED Finances 1  S.N.C.                  |       | RCS Meaux 413 892 480        |       | 50.00                | %          |
| ED Finances 2  S.N.C.                  |       | RCS Meaux 413 892 621        |       | 50.00                | %          |
| ED Finances  3 S.N.C.                  |       | RCS Meaux 413 892 761        |       | 50.00                | %          |
| ED Finances 4  S.N.C.                  |       | RCS Meaux 413 892 902        |       | 50.00                | %          |
| Débit de Tabac  S.N.C.            |       | RCS Meaux 392 222 220        |       | 40.00                | %          |
| ED Spectacles  S.A.R.L.                |       | RCS Meaux 385 405 584        |       | 20.00                | %          |

 

The registered office ofeach of the above companies is:

 

Immeubles AdministratifsRoute Nationale 3477700 CHESSY

 

ExceptConvergence Achats SARL, whose registered office is

 

14 rue du Séminaire94516 Rungis Cedex

 

----

(**1**)         The balance is held by EDL Services S.A.S., EDResort Services S.A.S. and Euro Disney Vacances S.A.S., being directsubsidiaries of Euro Disney S.C.A.

 

(**2**)         The remaining 50% is owned by Groupe Flo.

 

 

24

----

 

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

 

None

 

III.           DIRECT SUBSIDIARIES OF EDL HOTELS S.C.A.

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

 

IV.           SUBSIDIARY OF BOTH EURO DISNEY ASSOCIES S.C.A AND EDLHOTELS S.C.A.

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

 

25

----

 

 

V.                                     SUBSIDIARYOF EURO DISNEY VACANCES S.A.,(ITSELF, SUBSIDIARY OF EURO DISNEY ASSOCIES S.C.A)

 
| **Name**                     | ** ** | **Percentage held** | ** ** |
|------------------------------|------------|---------------------|------------|
| Euro Disney  Vacaciones S.A. |       | 99.90               | %(**3**)   |

 

(Registered office : Edificio Gorbea 3, JoséBardasano Baos 9,28016 MADRID, SPAIN)

 

VI.                                 SUBSIDIARYOF VAL D’EUROPE PROMOTION S.A.S.,(itself a direct subsidiary of Euro Disney S.C.A.)

 
| **Name**                                           | ** ** | **Companies Registry** | ** ** | **Percentage held** | ** ** |
|----------------------------------------------------|------------|------------------------|------------|---------------------|------------|
| Les Villages  Nature de Val d’Europe S.A.R.L. |       | RCS Meaux 449 772 953  |       | 50.00               | %(**4**)   |

 

Registered office :

 

Immeubles AdministratifsRoute Nationale 3477700 Chessy

 

----

(**3**)   The balance isheld by individuals.

 

(**4**)   The remaining 50%is held by Pierre & Vacances.

 

26

----

 

**ANNEX II**

 

**List of Phase IA Banks, PhaseIA Partners, Phase IB Banksand Phase IB Lenders**

 

**Phase IA Banks**

 
| BANCO SANTANDER HISPANO SA            |
|---------------------------------------|
|                                  |
| BANK OF SCOTLAND                      |
|                                  |
| BANQUE FEDERATIVE DU CREDIT MUTUEL    |
|                                  |
| BAYERISCHE HYPO- UND VEREINSBANK      |
|                                  |
| BANK OF AMERICA NA                    |
|                                  |
| BNP PARIBAS                           |
|                                  |
| BRED BANQUE POPULAIRE                 |
|                                  |
| CALYON                                |
|                                  |
| CIC                                   |
|                                  |
| CITIBANK N.A.                         |
|                                  |
| CREDIT AGRICOLE SA                    |
|                                  |
| CREDIT FONCIER DE FRANCE              |
|                                  |
| CSFB                                  |
|                                  |
| DEUTSCHE BANK AG                      |
|                                  |
| DRESDNER BANK AG                      |
|                                  |
| GOLDMAN SACHS PARIS INC               |
|                                  |
| JP MORGAN CHASE BANK NA               |
|                                  |
| MORGAN STANLEY BANK INTERNATIONAL Ltd |
|                                  |
| NATEXIS BANQUES POPULAIRES            |
|                                  |
| BANK OF NOVA SCOTIA                   |

 

27

----

 

**Phase IA Partners**

 
| AXA  BANQUE                                                     |
|-----------------------------------------------------------------|
|                                                            |
| BANQUE HERVET                                                   |
|                                                            |
| BANQUE NSMD                                                     |
|                                                            |
| BNP PARIBAS                                                     |
|                                                            |
| BRED BANQUE POPULAIRE                                           |
|                                                            |
| CAISSE REGIONALE DU CREDIT  AGRICOLE MUTUEL DE LA BRIE          |
|                                                            |
| CAISSE REGIONALE DU CREDIT  AGRICOLE MUTUEL PARIS ILE DE FRANCE |
|                                                            |
| CALYON                                                          |
|                                                            |
| CASDEN BANQUES POPULAIRES                                       |
|                                                            |
| COMPAGNIE FINANCIERE DE  ROTHSCHILD                             |
|                                                            |
| CREDIT FONCIER DE FRANCE                                        |
|                                                            |
| DEXIA CREDIT LOCAL                                              |
|                                                            |
| EURODISNEYLAND PARTICIPATIONS  SAS                              |
|                                                            |
| FORTIS BANQUE FRANCE                                            |
|                                                            |
| PATHE                                                           |
|                                                            |
| NATEXIS BANQUES POPULAIRES                                      |
|                                                            |
| SOCIETE DU LOUVRE                                               |
|                                                            |
| SOCIETE NANCEENNE VARIN BERNIER                                 |
|                                                            |
| SOFINCO                                                         |

 

 

**Phase IB Banks**

 
| BANCO DE SABADELL                   |
|-------------------------------------|
|                                |
| BANCO SANTANDER CENTRAL  HISPANO    |
|                                |
| BANK OF AMERICA                     |
|                                |
| BANQUE FEDERATIVE DU CREDIT  MUTUEL |
|                                |
| BANQUE SAN PAOLO                    |

 

28

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| BARCLAYS                         |
|----------------------------------|
|                             |
| BNP PARIBAS                      |
|                             |
| CAISSE D’EPARGNE DE PARIS   |
|                             |
| CALYON                           |
|                             |
| CREDIT INDUSTRIEL ET  COMMERCIAL |
|                             |
| CITIBANK                         |
|                             |
| CREDIT SUISSE FIRST BOSTON       |
|                             |
| DEUTSCHE BANK                    |
|                             |
| DRESDNER                         |
|                             |
| GOLDMAN SACHS                    |
|                             |
| HYPOVEREINSBANK                  |
|                             |
| MERRIL LYNCH                     |
|                             |
| MORGAN STANLEY                   |
|                             |
| NATEXIS BANQUES POPULAIRES       |
|                             |
| YASUDA TRUST (MIZUHO)            |

 

 

**Phase IB Lenders**

 
| AXA BANQUE                                                          |
|---------------------------------------------------------------------|
|                                                                |
| BNP PARIBAS                                                         |
|                                                                |
| CAISSE REGIONAL DU CREDIT  AGRICOLE MUTUEL DE L’UNION NORD EST |
|                                                                |
| CAISSE REGIONALE DU CREDIT  AGRICOLE MUTUEL DE CHAMPAGNE BOURGOGNE  |
|                                                                |
| CAISSE REGIONALE DU CREDIT  AGRICOLE MUTUEL DE LA BRIE              |
|                                                                |
| CALYON                                                              |
|                                                                |
| CREDIT AGRICOLE SA                                                  |
|                                                                |
| CASDEN BANQUES POPULAIRES                                           |
|                                                                |
| CREDIT FONCIER DE FRANCE                                            |
|                                                                |
| CREDIT LOCAL DE FRANCE  (DEXIA)                                     |

 

29

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| FORTIS                     |
|----------------------------|
|                       |
| J.P. MORGAN                |
|                       |
| NATEXIS BANQUES POPULAIRES |
|                       |
| SOCIETE DU LOUVRE          |
|                       |
| SOFINCO                    |

 

30

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**ANNEX III**

 

**Common Agreement Amended andRestated**

 

**[See Exhibit 4.17 (b) of theForm 20-F]**

 

31

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**ANNEX IV**

 

**Letter from BNP PARIBAS andCALYON dated 27 October 2004**

 

 
| **BNP PARIBAS** | **CALYON** |
|-----------------|------------|

 

To all Euro Disney creditors

 

 

Paris, 27 October, 2004

 

Re: Use of Security Deposits during thetransitional period

 

 

Dear Sirs,

 

We are writing to provide you with furtherdetails as to the application of Clause 7.1.4 (*DebtService under the Bank Debt Agreements)* of the Memorandum of Agreement dated 8 June,2004 (the “Memorandum of Agreement”). This provides for a transitional periodpending signature of final documentation (envisaged, in principle, for 1December 2004) and satisfaction of all conditions precedent to therestructuring, in particular, the rights issue.

 

During this transitional period, it isprovided, on the one hand, that the Security Deposits be applied in repaymentof the Phase IA and Phase IB Credits on the basis of the current instalmentschedules and, on the other hand, that interest accrued on these SecurityDeposits be used to repay principal instalments of the CDC Senior Loans grantedto Euro Disney S.C.A.

 

We are accordingly setting out below (by way ofconfirmation of our letter dated 15 June, 2004) the following points:

 

•                  the globalamount of the Security Deposits, currently € 100 million, will be applied inprepaying 19.62% of the Phase IA Credit, the Phase IB Credit and Tranche C ofthe Phase IB Advances (Clause 5.1.1 of the Memorandum of Agreement). Thisprepayment will be made on the Share Capital Increase Date, with retroactiveeffect to the Effective Date, namely, 1 October, 2004. The figure of 19.62% hasbeen determined as

 

32

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representing the proportion which € 100 millionbears to the global outstanding amount of the relevant indebtedness as at 1October, 2004.(**5**)

 

•                  One of thetransitional provisions ensures repayment of principal instalments on the basisof pre-restructuring instalment schedules by using the Security Deposits. Uponthe restructuring taking effect (once the rights issue has taken place) thebalance of the Security Deposits will be used to prepay part of the IA Credit,the IB Credit and Tranche C of the IB Advances, so that each would receive(taking account of intervening principal repayments) a global repayment of19.62% calculated as at 1 October, 2004. Interest will be paid directly by EuroDisney(**6**) out of its own operating cash-flow.

 

•                  Thesewithdrawals from the Security Deposits are thus to be regarded as “on account”of the prepayment (or as a cash-flow facility granted to Euro Disney).

 

•                  As regardsthe CDC loans, the Memorandum of Agreement provides that the repaymentinstalment due on 30 October, 2004 by Euro Disney S.C.A. in respect of its CDCSenior Loans would be paid out of the *interest*accrued on the Security Deposits. BNP PARIBAS and CALYON will transfer therelevant amount directly to CDC. Any surplus interest accrued on the SecurityDeposits will be returned to Euro Disney on the Share Capital Increase Date inaccordance with Clause 7.1.2 of the Memorandum of Agreement.

 

•                  We wouldremind you finally that the Security Deposits in an aggregate amount of€ 100 million are pledges constituted as to € 66 million with BNP PARIBASto secure the IA Credit and the CDC Ordinary Loans and as to € 34 million withCALYON to secure the IB Credit and the IB Advances. This proportion correspondsto the outstanding amount of the indebtedness so secured at the time of thelast adjustment and accordingly reflect the pro rata rule provided for in theCommon Agreement.

 

Accordingly, each of our institutions willeffect the principal instalment repayments referred to above by makingsimultaneous withdrawals from each cash-collateral, 66% of the relevant amountfrom the BNP PARIBAS cash collateral and 34% from the CALYON cash collateral,irrespective of the creditors receiving the payment, as they will successivelyreceive amounts falling due alternately during the transitional period inaccordance with their due dates.

 

Thus, if the rights issue were not to takeplace and the restructuring failed to be implemented, the balance of theSecurity Deposits would remain in the proportion of 66 to 34 as between BNPPARIBAS and CALYON reflecting the proportion of the outstanding amounts of theindebtedness secured thereby (including CDC and Tranche B of the IB Advances)prior to the signature of the Memorandum of Agreement.

 

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(**5**)         Andaccordingly irrespective of the respective amounts of the Security Deposits,and without taking into account the rights of other creditors, such as CDC andthe Tranche B, IB tax advances in respect of these Security Deposits.

 

(**6**)         On thebasis of current margins; the margin increase as at 1/10/2004 specified in theamendment to the Memorandum of Agreement accepted at the end of September, 2004being calculated and paid five days after the Share Capital Increase Date.

 

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Each of our institutions will thereforesimultaneously grant a discharge, as the repayment instalments fall due, inaccordance with the table scheduled hereto (prepared for the period to 31March, 2005).

 

Terms defined in the Memorandum of Agreementhave the same meaning when used in this letter.

 

Yours faithfully,

 
| BNP PARIBAS                                         | CALYON                                                          |
|-----------------------------------------------------|-----------------------------------------------------------------|
|                                                |                                                            |
| Martine Aubert     Olivier Jean | Jean-Hervé Cariou     Patrick Savignac |

 

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**Use of Security deposit(interest accrued after 30 October, 2004 not calculated)**

 
| **Date**     | ** ** | **Relevant Instalment**        | ** ** | **Amount**     | ** ** | **Amount withdrawn BNPP 66%** | ** ** | **BNPP Balance** | ** ** | **Amount withdrawn CALYON 34%** | ** ** | **CALYON Balance** | ** ** | ** **    | ** ** |
|--------------|------------|--------------------------------|------------|----------------|------------|-------------------------------|------------|------------------|------------|---------------------------------|------------|--------------------|------------|---------------|------------|
| ** **   | ** ** | ** **                     | ** ** | ** **     | ** ** | ** **                    | ** ** | ** **       | ** ** | ** **                      | ** ** | ** **         | ** ** | ** **    | ** ** |
| May-04       |       | Deposit adjustment             |       | 100 000 000.00 |       | 66 000 000.00                 |       | 66 000 000.00    |       | 34 000 000.00                   |       | 34 000 000.00      |       |          |       |
|         |       |                           |       |           |       |                          |       |             |       |                            |       |               |       |          |       |
| Oct-04       |       | accrued interest               |       | 742 869.41     |       | 492 494.31                    |       | 66 492 494.31    |       | 250 375.10                      |       | 34 250 375.10      |       |          |       |
|         |       |                           |       |           |       |                          |       |             |       |                            |       |               |       |          |       |
| 30/10/2004   |       | SCA CDC Senior Loan instalment |       | 203 023.49     |       | -133 995.50                   |       | 66 358 498.81    |       | -69 027.99                      |       | 34 181 347.11      |       |          |       |
|         |       |                           |       |           |       |                          |       |             |       |                            |       |               |       |          |       |
| 05/11/2004   |       | IB loan instalment             |       | 3 445 817.49   |       | -2 274 239.54                 |       | 64 084 259.26    |       | -1 171 577.95                   |       | 33 009 769.17      |       |          |       |
|         |       |                           |       |           |       |                          |       |             |       |                            |       |               |       |          |       |
| 30/11/2004   |       | IA loan instalment             |       | 11 710 335.82  |       | -7 728 821.64                 |       | 56 355 437.62    |       | -3 981 514.18                   |       | 29 028 254.99      |       |          |       |
|         |       |                           |       |           |       |                          |       |             |       |                            |       |               |       |          |       |
| 07/02/2005   |       | IB loan instalment             |       | 3 445 817.49   |       | -2 274 239.54                 |       | 54 081 198.08    |       | -1 171 577.95                   |       | 27 856 677.04      |       |          |       |
|         |       |                           |       |           |       |                          |       |             |       |                            |       |               |       |          |       |
| 28/02/2005   |       | IA loan instalment             |       | 9 368 268.65   |       | -6 183 057.31                 |       | 47 898 140.77    |       | -3 185 211.34                   |       | 24 671 465.70      |       | 72 569 606.47 |       |
|         |       |                           |       |           |       |                          |       |             |       |                            |       |               |       |          |       |
| *** *** | ** ** | ***Vérif***               | ** ** | *** ***   | ** ** | *** ***                  | ** ** | **66.00**        | **%**      | ** **                      |       | **34.00**          | %          |          |       |

 

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