**Exhibit 4.14a**

 

*Translation for informationpurposes only*

 

**EURO DISNEYLAND IN FRANCE – PHASE IB**

 

 

**1 December 2004**

 

**PHASE IB AMENDMENT ANDRESTATEMENT ADVANCESAGREEMENT**

 

**Advances Agreementdated March 25, 1991**

 

 

**Between**

 

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

 

**And****EDL HOTELS S.C.A.***Guarantor***

**And**THE LENDERS

 

**And**

CALYONLenders’ Agent

Security Agent

Financial Agent

 

 

**And**

 

THE DEPOSITARIES

 

 
| *Agent’s counsel*  | *Lenders’ counsel* |
|-------------------------|-------------------------|
|                    |                    |
| **Slaughter and May**   | **Freshfields**         |
| 112, avenue Kléber | **Bruckhaus Deringer**  |
| 75116 Paris             | 2 – 4 rue Paul     |
|                    | Cézanne            |
|                    | 75008 Paris             |

 

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**TABLE OF CONTENTS**

 
| 1.     | Definitions                                                                     |   |
|--------|---------------------------------------------------------------------------------|--------|
|   |                                                                            |   |
| 2.     | Transitional Period                                                             |   |
|   |                                                                            |   |
| 3.     | Partial Prepayment  of the Tranche C Advances – New Lenders Participations |   |
|   |                                                                            |   |
| 4.     | Amendment and Restatement of the  Agreement                                     |   |
|   |                                                                            |   |
| 5.     | Conditions  Precedent                                                           |   |
|   |                                                                            |   |
| 6.     | Representations  and Warranties                                                 |   |
|   |                                                                            |   |
| 7.     | Undertakings                                                                    |   |
|   |                                                                            |   |
| 8.     | Guarantee Confirmation                                                          |   |
|   |                                                                            |   |
| 9.     | Effective Date                                                                  |   |
|   |                                                                            |   |
| 10.    | Termination                                                                     |   |
|   |                                                                            |   |
| 11.    | Lenders’ Agent                                                             |   |
|   |                                                                            |   |
| 12.    | Waiver of rights                                                                |   |
|   |                                                                            |   |
| 13.    | Financial Agent Intervention                                                    |   |
|   |                                                                            |   |
| 14.    | Depositaries Intervention                                                       |   |
|   |                                                                            |   |
| 15.    | Costs and Expenses                                                              |   |
|   |                                                                            |   |
| 16.    | No Novation                                                                     |   |
|   |                                                                            |   |
| 17.    | Severability of  Provisions                                                     |   |
|   |                                                                            |   |
| 18.    | Formalities                                                                     |   |
|   |                                                                            |   |
| 19.    | Language                                                                        |   |
|   |                                                                            |   |
| 20.    | Governing law                                                                   |   |
|   |                                                                            |   |
| 21.    | Jurisdiction                                                                    |   |

 

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| Schedule 1 | Lenders and  Depositaries                                        |
|-----------------|------------------------------------------------------------------|
|            |                                                             |
| Schedule 2 | Amended and  Restated Agreement                                  |
|            |                                                             |
| Schedule 3 | Lenders  Participation to the Advances as of 1 October 2004 |
|            |                                                             |
| Schedule 4 | New Repayment Schedule for  the Tranche C Advances          |
|            |                                                             |
| Schedule 5 | Legal  Opinions Models                                           |

 

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**BETWEEN**:

 

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

 

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

 

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

 

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

 

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

 

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

 

(hereinafter collectivelyreferred to as the “**Borrowers**” orindividually as a “***Borrower***”)

 

PARTY OF THE FIRSTPART

 

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

 

(hereinafter referred toas “**EDL Hotels**” or the “**Guarantor**”)

 

PARTY OF THE SECOND PART

 

**AND**:

 

8.                         **THE PARTNERS of the Borrowers and the other bankinginstitutions**, the names and addresses of which are listed in Schedule I,

 

(hereinafterreferred to collectively as the “**Lenders**”or individually as a “**Lender**”)

 

PARTY OF THE THIRDPART

 

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

 

(hereinafterreferred to as the “**Lenders’ Agent**”)

 

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PARTY OF THEFOURTH PART

 

**AND**:

 

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

 

(hereinafterreferred to as the “**Security Agent**”)

 

PARTY OF THE FIFTHPART

 

11.                       **CALYON**, ajoint-stock company *(“société**anonyme”)*, theregistered office of which is located at 9 quai du Président Paul Doumer, 92920Paris La Défense acting in its capacity as agent for the Phase IB CreditAgreement,

 

(hereinafterreferred to as the “**Financial Agent**”)

 

PARTY OF THE SIXTHPART

 

**AND**:

 

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

 

PARTY OF THESEVENTH PART.

 

**WHEREAS:**

 

 

(A)          Pursuant to an advances agreement dated March 25,1991 (the “**Agreement**”), the Lenders grantedto the Borrowers long-term advances of a maximum principal amount of eighthundred million French Francs, for the purpose of financing partially thedevelopment and the launching of the Phase IB Installations operation.

 

(B)          Since that date, certain amendments (the “**Amendments**”) have been made to the Agreement by foursupplemental agreements dated respectively August 10, 1994, July 12,1995, May 15, 1996 and May 16, 2003 and by requests for consents and waiversrelating to the Covenants, in particular of 6 September 1999.

 

(C)          The Euro Disney Group having encountered newfinancial difficulties, a memorandum of agreement dated 8 June 2004,between Euro Disney S.C.A., EDL Hôtels S.C.A., Euro Disneyland S.N.C., S.N.C.Hotel Companies, TWDC, CDC, as well as the Phase IA Banks, the Phase IAPartners, the Phase IB Banks and the Phase IB Lenders, represented by theirrespective agents BNP PARIBAS or CALYON, as the case may be, and approved bythe Steering Committee (subsequently amended followingthe letter from Euro Disney S.C.A to the above-mentioned Banks, Lenders andPartners, dated 20 September 2004) set out the measures necessarywith a view to restoring the financial balance of the Euro Disney Group; thememorandum of agreement, as amended was

 

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acceptedby a letter signed by all parties on 30 September, 2004 (the “**Memorandumof Agreement”**).

 

(D)          The Memorandum of Agreement provided for acertain number of measures, including the partial prepayment of the Phase IBBanks, the Phase IB Lenders (tranche C) and the Phase IA Banks, an increase inthe share capital of Euro Disney S.C.A. and a reorganisation of the Euro DisneyGroup, consisting of the conversion of Euro Disney Associés S.N.C. into a *société en commandite par actions*and the transfer by EuroDisney S.C.A. of all or substantially all of its assets and liabilities to EuroDisney Associés S.C.A., the latter thereby becoming the operator of DisneylandResort, Paris.

 

(E)           As a consequence of the signature of theMemorandum of Agreement and in order to assist its implementation, a certainnumber of amendments are required to be made to the Agreement; in addition, theparties wish, for the sake of convenience, to produce a consolidated version ofthe Agreement containing the Amendments, and secondly, to exclude from the textof the Agreement all historical provisions which have become unnecessary and toupdate certain obsolete references.

 

(F)           The aim of this agreement is therefore toinsert the Amendments into the Agreement, to amend the Agreement in accordancewith paragraph (E) above and to restate the Agreement’s unamended provisions.

 

**NOW, THEREFORE, IT IS HEREBYAGREED**as follows**:**

 

# **1.**            Definitions

# ** **

For the application of the Agreement and its Schedules, except where thecontext otherwise requires, the terms defined in the Contract, the CommonAgreement or the “Covenants” (as the Contract, the Common Agreement, or theCovenants have been modified at the date hereof) have the same meaning as isgiven to them therein, and, to the extent needed, in the Phase IA CreditAmendment and Restatement Agreement, the following terms have the followingmeanings:

 

“**Amended and RestatedAgreement**” means the Agreement as amended and restated pursuant tothe provisions of Clause 4 (*Amendments and Restatementof the Agreement*), the text of which is set out in Schedule 2.

 

“**Common Agreement**” means the common agreementdated 10 August 1994 between Euro Disney S.C.A., acting for itself and forthe account of its subsidiaries listed in the schedules thereto, EDL HotelsS.C.A., acting for itself and for the account of its subsidiaries listed in theschedules thereto, Euro Disneyland S.N.C., the SNC Hotel Companies, the PhaseIA Banks, CDC, the Phase IA Partners, the Phase IB Banks and the Phase IBLenders.

 

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“**Common Agreement Amendmentand Restatement**” means the agreement amending and restating theCommon Agreement dated December 1, 2004.

 

“**Completion of the ShareCapital Increase**” means, in relation to any of the measures agreedunder the Memorandum of Agreement, that the new shares of Euro Disney S.C.A.have been subscribed for, fully paid up in cash and issued, for a gross minimumamount of € 250,000,000, and that the net product has been paid to EuroDisney S.C.A.

 

“**Contribution**”means the contribution by Euro Disney S.C.A. of its assets and liabilities toEuro Disney Associés as provided for in the Contribution Agreement.

 

“**Contract**”means this contract, including its Schedules.

 

“**Contract Date**” means the date of thesignature of this contract.

 

“**Contribution Agreement**” means the deedof contribution between Euro Disney S.C.A. and Euro Disney Associés dated 30 September 2004,as amended on 8 November 2004 and as approved by the extraordinary generalmeetings of each such company.

 

**“Phase IA Credit Agreement”** means the multi-currency loan and letter ofcredit facilities agreement, utilisable by way of drawings or by the issue ofletters of credit between Euro Disney S.C.A. and Euro Disneyland S.N.C. asborrowers, the Banks as lenders and BNP PARIBAS as the agent, dated 5 September 1989.

 

“**Phase IA CreditAmendment and Restatement Agreement”** means the agreement dated December 1,2004 relating to the amendment and restatement of the Phase IA CreditAgreement.

 

“**Restatement Date**”means the date on which all conditions precedent specified in article 5 (*Conditions Precedents*), and which are notwaived by the Agent, are satisfied.

 

“**Restructuring Commission**”means the commission which Euro Disney S.C.A. has undertaken to pay to theCreditors (other than CDC) in relation to the restructuring, pursuant to theprovisions of Clause 7.2.1 (*Commission*) ofthe Memorandum of Agreement.

 

“**Security Deposits**”means (i) the amounts paid as deposit by Euro Disney S.C.A. to the Phase IABanks Agent and pledged by way of *gage-espèces* infavour of the Phase IA Banks and the CDC by way of security for all sums dueand owing in respect of the Phase IA Credit Agreement 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 paid as deposit byEDL Hotels to the Phase IB Credit Agent and pledged by way of gage-espèces infavour of the Phase IB Banks and the Phase IB Lenders as security

 

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for all sums due under the Phase IB Credit Agreementand the Phase IB Advances Agreement.

 

“**Share Capital IncreaseCompletion Date**” means the date of the Completion of the ShareCapital Increase.

 

“**Steering Committee**”means the working group representing creditors of the Senior Debt (other thanCDC), set up for the financial restructuring of the Group.

 

“**Waiver**” meansthe waiver referred to in the waiver request made by Euro Disney S.C.A. to thePhase IB Lenders dated 17 October 2003 and in the Memorandum of Agreement.

 

# **2.**            TransitionalPeriod

# ** **

(A)            In the event that the Completion of the ShareCapital Increase does not take place and subject to the provisions of Clause 10(*Termination*) the Waiver period shall beextended until 31 March 2005 or, in the event of consultation pursuant toparagraph (a) of Clause 7.7 (*Termination*) ofthe Memorandum of Agreement, until the termination of certain of its provisionsin accordance with that Clause.

 

(B)            In the event of the Completion of the ShareCapital Increase, no Lender shall be entitled to exercise its rights in any wayin respect of any of the Events of Default or potential Events of Defaultreferred to in paragraph (A) above.

 

# **3.**            Partial Prepayment of the Tranche C Advances – New LendersParticipations

 

In order to effect the prepayment provided for inClause 5.1 of the Memorandum of Agreement (*Prepayment*) andnotwithstanding the provisions of the Agreement, the partial prepayment of theTranche C Advances, will be carried out in accordance with the following:

 

(A)         As from1 October 2004 and as long as the Completion of the Share Capital Increasehas not occurred, every new Interest Period will be one month.

 

(B)           (1)           No later than 2 Business Days prior to the Share Capital IncreaseCompletion Date, the Lenders’ Agent will give a notice to the Borrowers (copiedto the Lenders concerned) indicating, for each of the Borrowers:

 

(a)           theamount of principal in respect of the Tranche C Advances of each of the Lendersconcerned which must be prepaid on the Share Capital Increase CompletionDate ; and

 

(b)           the amount of interest accrued up to the ShareCapital Increase Completion Date on the amounts of principal referred to inparagraph (a) which must be paid to each of the Lenders on the Share CapitalIncrease Completion Date.

 

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(2)           Thetotal principal amount under the Tranche C Advances which must be prepaid isequal, as at 1 October 2004, to € 3,705,556.12 (hereinafter the “**Prepayment Amount**”).

 

(C)          On the Share Capital Increase Completion Date,each Borrower will pay to the Lenders’ Agent, for the account of each of theLenders concerned, the amounts of principal and interest set out in the noticereferred to in sub-clause (B)(1). The provisions of clause 17.1 of theAgreement will apply in the event that the prepayment takes place other than onan Interest Payment Date.

 

(D)          The amounts of principal included in thepayment which must be made by each Borrower will be paid in accordance with theprovisions of clause 3 (*Prepayment*)of the Common Agreement Amendment and Restatement.

 

(E)           As a result of the application of theprovisions of sub-clause (D) above:

 

(1)           the Tranche C Advances of each of the Lendersconcerned will be reduced by the Prepayment Amount;

 

(2)           the participation in the Tranche C Advances ofeach of the Lenders concerned will be as indicated next to its name in Schedule 3;

 

(3)           the new scheduled repayments, after taking intoaccount the rescheduling of debt provided for in clause 3.7 of the Memorandumof Agreement, shall be as set out in Schedule 4;

 

(4)           without prejudice to the provisions of clause5.3 paragraph (B) of the**Agreement, theprepayment in respect of the Tranche C Advances will not result in the paymentof any penalty.

 

# **4.**            Amendment and Restatement of the Agreement

# ** **

The parties hereby agree:

 

(A)          to produce a consolidated version of theAgreement including the Amendments;

 

(B)           to amend such consolidated version so as to:

 

(1)           removefrom the text any obsolete provision and to update certain out-of-datereferences; and

 

(2)           toimplement the Memorandum of Agreement; and

 

(C)          to restate the Agreement, on the RestatementDate, with all of its remaining terms which have not been amended,

 

all of the above in accordance with the terms of the Amended andRestated Agreement.

 

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# **5.**            Conditions Precedent

# ** **

The entry into force of this Contract is subject (to the extent set outin Clause 9 (*Effective Date*)) to the receiptby the Lenders’ Agent of the following documents and payments and to theconfirmation by the Lenders’ Agent that these documents and payments are in allrespects satisfactory, provided that the Lenders’ Agent shall have thediscretion, acting on the instruction of the Majority Lenders, to waive any ofthe following conditions:

 

(A)      by no later than 1 December 2004:

 

(1)           thepayment or repayment of (i) the part of the Restructuring Commission payable onthe Implementation Date (as defined in the Memorandum of Agreement), (ii) allamounts payable as commissions referred to in Clause 16 (*Commissions*) of the Agreement and (iii)all costs and ancillary expenses payable under the Agreement.

 

(2)           an original copy executed by all the partiesthereto, or a copy certified as being true, complete and up-to-date, of thefollowing documents:

 

(a)          documentsreferred to in subparagraph (A)(2) (excluding paragraphs (s) and (v) of clause6 (*Conditions Precedents*) of thePhase IA Credit Amendment and Restatement Agreement;

 

(b)          PhaseIA Credit Amendment and Restatement Agreement;

 

(c)           legal opinions of Freshfields BruckhausDeringer, legal advisers to the Borrowers as to French law; of Cleary GottliebSteen & Hamilton, external legal advisers in certain areas to TWDC, DisneyEnterprises, Inc., Euro Disney Investments, Inc., EDL SNC Corporation, EuroDisney Investments SAS, EDL Corporation SAS and Euro Disney Associés S.C.A.(formerly Euro Disney Associés SNC) as to New York, Delaware and French law;substantially in the form of Schedule 5, and of De Brauw BlackstoneWestbroek, legal adviser to the Agent as to Dutch law and Slaughter and May,legal advisers to the Agent as to French law;

 

(3)              satisfaction of the following conditions precedentto the entry into force of the following agreements, subject to such provisionsas are conditional on the satisfaction of the conditions precedent at the ShareCapital Increase Completion Date:

 

(a)           PhaseIA Credit Amendment and Restatement;

 

(b)          PhaseIB Credit Amendment and Restatement;

 

(c)           PhaseIA Partners Advances Amendment and Restatement;

 

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(d)          CommonAgreement Amendment and Restatement;

 

(e)           CDCagreement relating to the grant of ordinary loans as amended and restatedreferred to in the second part of the definition of CDC Ordinary LoanAgreement;

 

(f)           CDCagreement relating to the grant of participating loans as amended and restatedreferred to in the second part of the definition of CDC Participating LoanAgreement;

 

(g)          loanagreements (tranches A, B, C and D) referred to in the second part of paragraph(a) of the definition of CDC Second Park Agreements;

 

(h)          amendedand restated subordination agreement referred to in the second part of paragraph(c) of the definition of CDC Second Park Agreements;

 

(B)      at the latest on the Share Capital IncreaseCompletion Date:

 

(1)              the payment or repayment of (i) the part of theRestructuring Commission payable on the Share Capital Increase Completion Date,(ii) all amount payable as commissions referred to in Clause 16 (*Commissions*) the Agreement and (iii) allcosts and ancillary expenses payable under the Agreement.

 

(2)              an original copy executed by all the partiesthereto, or a copy certified as being true, complete and up-to-date, of thecompletions referred to in paragraph (B)(2) of clause 6 (*Conditions Precedents*) of the Phase IACredit Amendment and Restatement Agreement.

 

(3)              certificates:

 

(a) from each of the Borrowers:

 

(i)  indicating the names of those persons who, at the date of suchcertificate, have power to act in the name of the respective companies inrespect of the Agreement and the Common Agreement, stating the extent of theirrespective powers and including specimen signatures;

 

(ii)  representing and warranting that as at the certificate date, (i’) therelevant company has not signed, and does not intend to sign any document otherthan those referred to by this Contract; (ii) each representation or warrantymade or given pursuant to clause 10 (Borrowers Representations and Warranties)of the Agreement as well as pursuant to paragraph (A) of Clause 6(Representations and Warranties) are true and correct; and, (iii) no Event of

 

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Default or potential Event of Default other than those set out in theWaiver has occurred and is continuing*.*

 

(b)           certificate from Euro Disney S.C.A. confirmingthat the following documents have been signed and are in force:

 

(i) documents referred to in clause (A)(2) excluding paragraphs (s) and(v) and in clause (B) (2) paragraphs (a), (c), (g) and (h) to (l) of clause 6 (*Conditions Precedent*) of the Phase IACredit Amendment and Restatement Agreement

 

(ii) Phase IA Credit Amendment and Restatement Agreement

 

(4)              satisfaction of all of the conditions precedentto the entry into force of all the provisions of the following agreements:

 

(a)           PhaseIA Credit Amendment and Restatement Agreement;

 

(b)          PhaseIB Credit Amendment and Restatement Agreement;

 

(c)           PhaseIA Partners Advances Amendment and Restatement Agreement;

 

(d)          CommonAgreement Amendment and Restatement;

 

(e)           agreementrelating to the grant of ordinary loans as amended and restated referred to inthe second part of the definition of CDC Ordinary Loan Agreement;

 

(f)           agreementrelating to the grant of participating loans as amended and restated referredto in the second part of the definition of CDC Participating Loan Agreement;

 

(g)          loanagreements (tranches A, B, C and D) as amended and restated referred to in thesecond part of paragraph (a) of the definition of CDC Second Park Agreements;

 

(h)          subordinationagreement referred to in the second part of paragraph (c) of the definition ofCDC Second Park Agreements;

 

(5)              satisfaction of the conditions precedentreferred to in paragraph (b)(6) of Clause 6 (*ConditionsPrecedent*) of the Phase IA Credit Amendment and Restatement;

 

(6)              certificate from Euro Disney Associés S.C.A.confirming that the Contribution is in full force and effect and guaranteeingthat (i) all the formalities relating to the Contribution to be undertakenbefore the

 

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Share Capital Increase Date have been carried out, (ii) Euro DisneyAssociés S.C.A. has good title to all assets, rights and obligationstransferred in accordance with the Contribution Agreement and (iii) there areno assets and liabilities, other than those excluded by the ContributionAgreement, which have not been transferred to Euro Disney Associés S.C.A.;

 

The Lenders’ Agent isauthorised to remit a copy of any of the above documents to the CDC, to CALYON,and to BNP PARIBAS, as *mandataires* ofthe Phase IA Partners, the Phase IA Banks and the Phase IB Banks.

 

# **6.**            Representations and Warranties

# ** **

Each Borrower and the Guarantor represents and warrants in respect ofitself to the Lenders’ Agent and the Lenders that at the Contract Date:

 

(A)          theentering into and the performance by it of its obligations under the agreementsand documents referred to in Clause 5 (*Conditions Precedent*),to which it is a party:

 

(1)           are inall respects within its legal capacity as a company and have been dulyauthorised and all necessary action in this respect has been taken or will betaken at the latest by (i) the Share Capital Increase Completion Date inrelation to the documents which the Memorandum of Agreement provides will enterinto force on that date and (ii) the Effective Date in relation to all otherdocuments;

 

(2)           do notin any respect violate any applicable law;

 

(3)           do notin any respect violate its *statuts*; and

 

(4)           willnot in any respect constitute a default under the Master Agreement, or underany agreement to which either of them or the Phase IB Installations or thePhase IB Assets are subject;

 

(B)           all authorisations required to enable eachBorrower and Euro Disney Associés to enter into and perform its obligationsunder any of the documents referred to in sub-clause (A) above have beengranted or obtained, or will have been granted or obtained, at the latest by(i) the Share Capital Increase Completion Date in relation to the documentswhich the Memorandum of Agreement provides will enter into force on that dateand (ii) the Effective Date (as defined in the Memorandum of Agreement) inrelation to all other documents;

 

(C)           eachof the agreements referred to in clause 5 (*Conditions Precedent*)above, once in full force and effect, will constitute legally valid and bindingobligations of either of them (whichever is a party thereto) in accordance withtheir terms;

 

(D)          thereare no proceedings pending before any court, arbitrator, tribunal,administrative or governmental authority or other body having authority over it

 

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and, to its knowledge, nojudgement or award has beengiven or made by, any such authority, in either case, would be likely to have amaterial adverse effect on its ability to perform its obligations under anyagreement listed in Clause 5 (*Conditions Precedent*)or its financial condition or the financial condition of the Borrowers;

 

(E)           noguarantee, security (*cautionnement*)or any security interest given to secure the obligations of persons other thanthemselves exists, except for those provided for in the Agreement and theCommon Agreement or agreements listed in Clause 5 (*ConditionsPrecedent*).

 

**7.****           ****                ****Undertakings**

# ** **

(A)          EDLHotel undertakes that from the Contract Date until the Share Capital IncreaseCompletion Date or, if the latter has not occurred by 31 March 2005 (orany later date agreed in accordance with paragraph (b) of clause 7.7(Termination) of the Memorandum of Agreement, until the date of termination ofthis Contract and subject to the provisions of Clause 2 (Transitional Period),to maintain the total amount of the security deposit referred to in paragraph(ii) of the definition of the Security Deposits at € 34,000,000 (excludingaccrued interest);

 

(B)          TheBorrowers undertake as follows:

 

(1)           tosupply to the Lenders’ Agent the following documents by no later than 15 December 2004:

 

(a)           acopy, certified as being true, complete and up to date by a duly authorisedrepresentative of the relevant company, of the following documents:

 

(i)            the *statuts* of eachBorrower;

 

(ii)           the *statuts*of the Guarantor;

 

(iii)          minutes of any meetings of the relevant bodiesof the Borrowers, and of the Guarantor authorising, (i’) the signature of thisContract, the Common Agreement Amendment and Restatement and all otherdocuments to be signed by any of the Borrowers or the Guarantor in accordancewith the said contracts, and (ii’) the implementation of the provisionsrelating to the financial and legal restructuring as provided for in theMemorandum of Agreement;

 

(b)          anextract (extrait K-bis) from the relevant Registry of Trade and Companies inrespect of each of the Borrowers and the Guarantor;

 

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(2)           todeliver all documents or attestations and sign all amendment agreements to thenotarial agreements, in particular, those granting mortgages*(affectation hypothécaires*) relating to the mortgagesreferred to in clause 17.2 (*Security Interests*)of the Agreement which may be necessary by reason of the amendments made to theAgreement, and to carry out all subsequent formalities, in particular, asregards the modification of the *bordereaux d’inscriptions*(inscription certificates) in the three months following the Termination of theShare Capital Increase Completion Date;

 

(C)          On thefifth day following the Share Capital Increase Completion Date, each Borrowershall pay to the Financial Agent for the account of the Lenders under theTranche C Advances, in accordance with Clause 12 (*Payments*)of the Amended and Restated Agreement, the additional amount of interestrelating to the period between 1 October 2004 and the Completion of theShare Capital Increase Date. Such additional amount of interest shall be equalto the amount of the Tranche C Advances set forth in Schedule I (*Lenders*) of the Amended and RestatedAgreement multiplied by an annual interest rate of 1.875%. Such additionalamount of interest shall be calculated for that period in accordance with thestipulations of the Amended and Restated Agreement, and notably of Clause 3(Interests).

 

At least 2 Business Days afterthe date of payment of these amounts, the Lenders’ Agent will notify theBorrowers and the relevant Lenders of the amount of such additional interest.

 

**8.****           ****                ****Guarantee****Confirmation**

# ** **

In its capacity as Guarantor,EDL Hotels represents that it expressly agrees to all the Contract terms and restates,with retroactive effect from 1 October 2004, all the terms of itsGuarantee dated 25 March 1991.

 

**9.****           ****                ****Effective****Date**

# ** **

(A)          Theprovisions of the Contract other than those in Clauses 3 (*Prepaymentof the Tranche C Advances – New Lenders Participations)*,**Clause 4 (*Amendmentand Restatement of the Agreement)*and paragraph (C) of Clause 7(*Undertakings*) will become effective onthe date on which all the conditions precedent set out in paragraph (A) ofClause 5 (*Conditions Precedent*) have beensatisfied.

 

(B)          Theprovisions of Clauses 3 (*Prepayment of the TrancheC Advances – New Lenders Participations)*, Clause 4 (*Amendment and Restatementof the Agreement)*,**and paragraph(C) of Clause 7 (*Undertakings*)**willenter into force, subject to the satisfaction of all the conditions precedentstipulated in paragraph (B) of Clause 5 (*Conditions precedent*),at the Share Capital Increase Completion Date with retroactive effect from 1 October 2004in respect of the provisions of Clause 3 (*Prepayment of the TrancheC Advances – New Lenders Participations*)*,*andparagraph (C) of Clause 7 (*Undertakings*).

 

15

----

 

**10.****         ****              ****Termination**

# ** **

(A)          In theevent that the Completion of the Share Capital Increase or completion of theContribution has not taken place by 31 March 2005, and if, at the end ofthe consultation procedure provided for in paragraph (a) of clause 7.7 (*Termination*) of the Memorandum of Agreement, certainprovisions of the Memorandum of Agreement have been terminated in accordancewith paragraph (b) of clause 7.7 (*Termination*),this Contract will be terminated.

 

The termination of this Contract will take effect from the date on whichthe termination of such provisions of the Memorandum of Agreement referred toabove takes effect.

 

(B)          In theevent of a breach of the undertakings set out in paragraph (A) of Clause 7 (*Undertakings*), or of any of the undertakings stipulated inClause 8 (*Undertakings*) of the Phase IA CreditAmendment and Restatement Agreement, the Contract shall be terminated upondecision of the Lenders’ Agent, acting on the instruction of the MajorityLenders.

 

(C)          In theevent that the conditions precedent provided for in paragraph (A) ofClause 9 (*Effective Date*)are not satisfied before 1 December 2004, the Lenders’ Agent, acting onthe instructions of the Majority Lenders, shall have the right to terminatethis Contract.

 

**11.****         ****              ****Lenders’ Age****nt**

# ** **

For the purpose of the Contract, each Lender severally represents andwarrants to the Lenders’ Agent and to the members of the Steering Committee,that it has made its own investigations into the financial situation andactivities of the Borrowers and into Phase IB Assets, the Phase IBInstallations and the Project without relying on the Lenders’ Agent or theSteering Committee; furthermore each Lender represents and warrants that it hasnot relied upon any opinion given by the Lenders’ Agent or the SteeringCommittee in relation to this Contract, its Schedules, the Common Agreement Amendmentand Restatement and its schedules, the other contracts, consents and documentslisted in Clause 5 (*Conditions precedent*),and all other documents, agreements or consents signed or entered into byreason of the signature of the Contract or the Memorandum of Agreement.

 

**12.****         ****              ****Waiver****ofrights**

# ** **

Notwithstanding the provisions of article L.221-1of the commercial code, but so that no provision of this Contract or of theAgreement is limited in its application, the Lenders’ Agent, the Security Agentand each Lender waives individually and collectively, expressly andirrevocably,

 

(A)          allrights it may have or believe it may have against any Partner of any of theBorrowers pursuant to this Contract and the Agreement;

 

16

----

 

(B)          toundertake any action aimed at obtaining the judicial bankruptcy or liquidationof any of the Borrowers.

 

**13.****         ****                ****Financial****Agent Intervention**

# ** **

The Financial Agent has acknowledged to the Contract in order to recognizeall the Contract provisions relating to the relationships between the Lendersand the Banks and in particular those relating to the prepayment and to the useof the security deposit referred to in paragraph (ii) of the Security Depositdefinition, and to accept them.

 

**14.****         ****                ****Depositar****iesIntervention**

# ** **

The Depositaries have acknowledged to the Contract in order to recognizeall the Agreement provisions that may have consequences on the means ofoperation of the accounts opened by the Borrowers and the security interestsattached to them, and to undertake to comply with them.

 

**15.****         ****                ****Costs and****Expenses**

# ** **

EDL Hotels undertakes to reimburse all costs and expenses incurred bythe Lenders’ Agent in accordance with the provisions of clause 7.2.2 (*Costs*) of the Memorandum of Agreement andof clauses 17 (*Costs*) of theAgreement including fees and expenses relating to any notarial document and tothe notarial formalities.

 

**16.****         ****                ****No Nov****ation**

# ** **

Clauses of the Agreement which are not expressly amended by the terms ofthis Contract shall remain unchanged. This Contract does not effect a novation in respect of the indebtednessunder the Agreement.

 

**17.****         ****                ****Severability of P****rovisions**

# ** **

The invalidity, illegality or unenforceability of any provision of thisContract in any relevant jurisdiction shall not affect the validity, legalityor enforceability of that provision in any other jurisdiction or any otherprovision of this Contract, the Agreement or the Amended and RestatedAgreement.

 

**18.****         ****                ****Formalities**

# ** **

This Contract, and the Amended and Restated Agreement shall be depositedat the offices of Maître Eliane Frémeaux and restated, indicating the changesrequired to be made to the mortgage documents as a result of the amendments tothe Agreement.

 

**19.****         ****                ****Lang****uage**

# ** **

This Contract has been drawn up and executed in the French language andthe French text shall prevail in the event of any discrepancy between such textand any version thereof which may exist in another language.

 

17

----

 

**20.****         ****                ****Govern****inglaw**

# ** **

This Contract is governed by, and shall be construedin accordance with, French law.

 

**21.****         ****                ****Jurisdiction**

# ** **

Any dispute between the parties arising from this Contract, including,without limitation, disputes relating to the validity or the interpretationthereof, or the performance by any party of its obligations hereunder shall besubmitted to the exclusive jurisdiction of the Tribunal de Commerce de Paris.

 

Signed in Paris

 

On 1 December 2004

 

in 7 original copies

 

18

----

 

**Hotel 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 Hotel Associés S.N.C.**

 

by Dominique Le Bourhis

 

 

**Hotel Santa Fe Associés S.N.C.**

 

by Dominique Le Bourhis

 

 

**Centre de Divertissements Associés S.N.C.**

 

by Dominique Le Bourhis

 

 

**EDL Hotels S.C.A.**

 

by Jeffrey R. Speed

 

19

----

 

**CALYON**

 

 

acting in its capacity as Agent in the name and

for the benefit of the Lenders, the names of

which are set out in Schedule I, as well as

Financial Agent and Security Agent,

by Michel Anastassiades and Jean-Hervé

Cariou

 

 

**The Depositaries**

 

 

BNP PARIBAS and CALYON

 

20

----

 

**Schedule 1**

 

**Lenders and Depositaries**

 
| **LENDERS (Tranhe B)**                                |
|-------------------------------------------------------|
| ** **                                            |
| **AXA  BANQUE**                                       |
| 137 rue Victor Hugo                                   |
| 92687 Levallois  Cedex                                |
| Tel.: 33 1 55 62  83 70                               |
| Fax: 33 1 55 62 81  22                                |
| Attention: Robert  SENEMAUD                           |
|                                                  |
| **CALYON**                                            |
| 9 Quai du  Président Paul Doumer                 |
| 92920 Paris La  Défense Cedex                    |
| Tel.: 33 1 41 89  00 00                               |
| Fax: 33 1 41 89 18  92                                |
| Attention:  Jean-Hervé CARIOU / Patrick Savignac |
|                                                  |
| **CASDEN  BANQUES POPULAIRES**                        |
| 91 Cours des  Roches                                  |
| 77186 Noisiel                                         |
| Tel.: 33 1 64 80  32 74                               |
| Fax: 33 1 64 62 22  88                                |
| Attention: Patrick  Sebert                            |
|                                                  |
| **CRCA  BRIE**                                        |
| 24 Avenue du  Maréchal Foch                      |
| BP 205                                                |
| 77101 Meax Cedex                                      |
| Tel.: 33 1 65 25  94 68 / 33 1 60 25 94 02            |
| Fax: 33 1 60 25 96  68                                |
| Attention: Agnès  Coulombe / Monique Milville    |
|                                                  |
| **CRCA  CENTRE EST**                                  |
| 269 Faubourg  Croncels                                |
| 10000 Troyes Cedex                                    |
| Tel.: 33 3 25 71  43 60                               |
| Fax: 33 3 25 71 44  12                                |
| Attention:  Jean-François Louis                  |
|                                                  |
| **CRCA  NORD EST**                                    |
| 25 rue Libergier                                      |
| 51088 Reims Cedex                                     |
| Tel.: 33 3 26 83  36 71                               |
| Fax: 33 3 26 83 30  52                                |
| Attention: PDF -  DJGF - GESTION DES                  |
| FILIALES ET  PARTICIPATIONS                           |
|                                                  |
| **CREDIT  AGRICOLE SA**                               |
| C/O CALYON                                            |
| 9 Quai du  Président Paul Doumer                 |
| 92920 Paris La  Défense Cedex                    |
| Tel.: 33 1 41 89                                      |
| Fax: 33 1 41 89 18  92                                |
| Attention:  Jean-Hervé CARIOU                    |
|                                                  |
| **CREDIT  FONCIER DE FRANCE**                         |
| Direction des  Engagements                            |
| 4 quai de Bercy                                       |
| 94224 Charenton  Cedex                                |
| Tel.: 33 1 57 44  99 94 / 33 1 57 44 89 92            |
| Fax: 33 1 57 44 79  44                                |
| Attention: Phlippe  Lestang / Maurice Boukobza        |
|                                                  |
| **DEXIA  CREDIT LOCAL**                               |
| 76 rue de la  Victoire                                |
| 75320 Paris Cedex  09                                 |
| Tel.: 33 1 43 92  73 23                               |
| Fax: 33 1 43 92 74  00                                |
| Attention:  Nathalie DERUE                            |
|                                                  |
| **FORTIS  BANQUE France**                             |
| 29-30 quai de Dion  Bouton                            |
| 92800 Puteaux                                         |
| Tel.: 33 1 55 67  88 20 / 33 1 55 67 79 20            |
| Fax: 33 1 55 67 81  72                                |
| Attention: Henri  de Rochebrune / Angeline Fusil      |

 

21

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| **LENDERS (Tranche B)**                               |
|-------------------------------------------------------|
|                                                  |
| **JPMORGAN  CHASE BANK**                              |
| 14 Place Vendôme                                 |
| 75001 Paris                                           |
| Tel.: 44 207 777 1682                                 |
| Fax: 44 207 777 3459                                  |
| Attention: Steven  HAWKINS                            |
|                                                  |
| **NATEXIS  BANQUES POPULAIRES**                       |
| 45/51 rue St  Dominique                               |
| 75007 Paris                                           |
| Tel.: 33 1 58 19  28 42 / 33 1 58 32 30 00            |
| Fax: 33 1 58 19 29  96                                |
| Attention: Régine  Allombert-Blanc / Eric Piette |
|                                                  |
| **SOCIETE  DU LOUVRE**                                |
| 10 Avenue de  Friedland                               |
| 75008 Paris                                           |
| Tel.: 33 1 45 64  50 00                               |
| Fax: 33 1 42 89 13  10                                |
| Attention: Laurent  Aymard                            |
|                                                  |
| **SOFINCO**                                           |
| rue du Bois  Sauvage                                  |
| 91038 Evry Cedex                                      |
| Tel.: 33 1 60 76 35  82 / 33 1 60 76 36 36            |
| Fax: 33 1 60 76 39  02                                |
| Attention:  Christian Leprince                        |
|                                                  |

 
| **LENDERS (Tranche C)**                               |
|-------------------------------------------------------|
| ** **                                            |
| **BNP  PARIBAS**                                      |
| 37, Place du  Marché St Honoré              |
| 75001 Paris                                           |
| Tel.: 33 1 43 16  91 92 / 33 1 43 16 91 96            |
| Fax: 33 1 43 16 90  47                                |
| Attention: Martine  Aubert / Olivier Jean             |
|                                                  |
| **CALYON**                                            |
| 9 quai du  Président Paul Doumer                 |
| 92920 Paris La  Défense Cedex                    |
| Tel.: 33 1 41 89 00  00                               |
| Fax: 33 1 41 89 18 92                                 |
| Attention: Jean-Hervé  CARIOU / Patrick Savignac |
|                                                  |
| **J P MORGAN CHASE BANK**                             |
| 14 Place Vendôme                                 |
| 75001 Paris                                           |
| Tel.: 44 207 777 1682                                 |
| Fax: 44 207 777 3459                                  |
| Attention: Steven  HAWKINS                            |
|                                                  |
| **NATEXIS  BANQUES POPULAIRES**                       |
| 45/51 rue St  Dominique                               |
| 75007 Paris                                           |
| Tel.: 33 1 58 19  28 42 / 33 1 58 32 30 00            |
| Fax: 33 1 58 19 29  96                                |
| Attention: Régine  Allombert-Blanc / Eric Piette |

 

22

----

 

**DEPOSITARIES**

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

 

23

----

 

**Schedule 2**

 

**Amended and Restated Agreement**

 

**[See Exhibit 4.14 (b) of the Form 20-F]**

 

24

----

 

**Schedule 3**

 

**Banks’ participation in the Loans on October 1,2004**

 

**(after prepayment)**

 

**IB Advances - Pool of Lenders for Tranche C**

 

 
| **Lender**                 | ** ** | **Participation  (%)** | ** ** | **Amount**    | ** ** |
|----------------------------|------------|------------------------|------------|---------------|------------|
| BNP PARIBAS                |       | 41.67                  |       | 6 326 049.21  |       |
| CALYON                     |       | 30.56                  |       | 4 639 102.75  |       |
| J P MORGAN ET CIE SA       |       | 6.94                   |       | 1 054 341.53  |       |
| NATEXIS BANQUES POPULAIRES |       | 20.83                  |       | 3 163 024.61  |       |
|                       |       | 100.00                 |       | 15 182 518.10 |       |

 

25

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**Schedule 4**

 

**New Repayments Schedule**

 

**for the Tranche C Advances**

 

**(amount in euros)**

 
| **Repayment Date** | ** ** | **Amount outstanding  before Amortisation** | ** ** | **Total Amortisation** | ** ** | **Amortisation** | ** ** |
|--------------------|------------|---------------------------------------------|------------|------------------------|------------|------------------|------------|
| 01/10/2004         |       | 18,888,074.22                               |       | 19.62                  | %          | 3,705,556.12     |       |
| 05/11/2004         |       | 15,182,518.10                               |       | 0.00                   | %          | 0.00             |       |
| 05/02/2005         |       | 15,182,518.10                               |       | 0.00                   | %          | 0.00             |       |
| 05/05/2005         |       | 15,182,518.10                               |       | 0.00                   | %          | 0.00             |       |
| 05/08/2005         |       | 15,182,518.10                               |       | 0.00                   | %          | 0.00             |       |
| 05/11/2005         |       | 15,182,518.10                               |       | 0.00                   | %          | 0.00             |       |
| 05/02/2006         |       | 15,182,518.10                               |       | 0.00                   | %          | 0.00             |       |
| 05/05/2006         |       | 15,182,518.10                               |       | 0.00                   | %          | 0.00             |       |
| 05/08/2006         |       | 15,182,518.10                               |       | 0.00                   | %          | 0.00             |       |
| 05/11/2006         |       | 15,182,518.10                               |       | 0.00                   | %          | 0.00             |       |
| 05/02/2007         |       | 15,182,518.10                               |       | 0.00                   | %          | 0.00             |       |
| 05/05/2007         |       | 15,182,518.10                               |       | 0.00                   | %          | 0.00             |       |
| 05/08/2007         |       | 15,182,518.10                               |       | 0.00                   | %          | 0.00             |       |
| 05/11/2007         |       | 15,182,518.10                               |       | 0.00                   | %          | 0.00             |       |
| 05/02/2008         |       | 15,182,518.10                               |       | 0.00                   | %          | 0.00             |       |
| 05/05/2008         |       | 15,182,518.10                               |       | 0.00                   | %          | 0.00             |       |
| 05/08/2008         |       | 15,182,518.10                               |       | 0.00                   | %          | 0.00             |       |
| 05/11/2008         |       | 15,182,518.10                               |       | 0.00                   | %          | 0.00             |       |
| 05/02/2009         |       | 15,182,518.10                               |       | 0.00                   | %          | 0.00             |       |
| 05/05/2009         |       | 15,182,518.10                               |       | 0.00                   | %          | 0.00             |       |
| 05/08/2009         |       | 15,182,518.10                               |       | 0.00                   | %          | 0.00             |       |
| 05/11/2009         |       | 15,182,518.10                               |       | 4.23                   | %          | 799,079.90       |       |
| 05/02/2010         |       | 14,383,438.20                               |       | 4.23                   | %          | 799,079.90       |       |
| 05/05/2010         |       | 13,584,358.30                               |       | 4.23                   | %          | 799,079.90       |       |
| 05/08/2010         |       | 12,785,278.40                               |       | 4.23                   | %          | 799,079.90       |       |
| 05/11/2010         |       | 11,986,198.50                               |       | 4.23                   | %          | 799,079.90       |       |
| 05/02/2011         |       | 11,187,118.60                               |       | 4.23                   | %          | 799,079.90       |       |
| 05/05/2011         |       | 10,388,038.70                               |       | 4.23                   | %          | 799,079.90       |       |
| 05/08/2011         |       | 9,588,958.80                                |       | 4.23                   | %          | 799,079.90       |       |
| 05/11/2011         |       | 8,789,878.90                                |       | 4.23                   | %          | 799,079.90       |       |
| 05/02/2012         |       | 7,990,799.00                                |       | 4.23                   | %          | 799,079.90       |       |
| 05/05/2012         |       | 7,191,719.10                                |       | 4.23                   | %          | 799,079.90       |       |
| 05/08/2012         |       | 6,392,639.20                                |       | 4.23                   | %          | 799,079.90       |       |
| 05/11/2012         |       | 5,593,559.30                                |       | 29.61                  | %          | 5,593,559.30     |       |

 

26

----

 

**Schedule 5**

 

**Legal opinions**

 

***[Thefollowing exhibits only exist in French and, absent an English translation,have been summarized as follows:***

*** ***

**(1)****   ****the legal opinion of Freshfields Bruckhaus Deringerdated December 1, 2004 addressed to BNP Paribas in its capacity as agentfor the Phase IA Banks and to CALYON in its capacity as agent for the Phase IAPartners, the Phase IB Banks and the Phase IB Lenders concerning the dueauthorization and valid existence of certain entities executing variousagreements related to the financial restructuring of the Company; and**

 

**(2)****   ****the legal opinion of Freshfields Bruckhaus Deringerdated December 1, 2004 addressed to BNP Paribas and CALYON as agents tocertain lenders concerning the due authorization and valid existence of certainentities signing certain agreements related to the contribution of nearly allof the assets and liabilities of the Company to Euro Disney Associés S.C.A.]**

 

27

----

 

 

December1, 2004

 

 

BNP Paribas

E.C.E.P.

Project Finance

37, place du Marché St-Honoré

75001 Paris

as Agent underthe

*Contrat d’Ouverture de Crédit Multidevises*

datedSeptember 5, 1989, as amended

among EuroDisney SCA, Euro Disneyland SNC

andvarious lenders represented by BNP Paribas

 

Calyon

9, quai Paul Doumer

92920 Paris La Défense Cedex

as Agent underthe

*Contrat d’Avances d’Associés*

dated April26, 1989, as amended

among EuroDisneyland SNC

and variouslenders represented by Calyon;

*Contrat d’Ouverture de Crédit*

dated March25, 1991, as amended

among EDLHôtels SCA, certain SNCs

and variouslenders represented by Calyon; and

*Contrat d’Avances*

dated March25, 1991, as amended

among certainSNCs, EDL Hôtels SCA as guarantor

and variouslenders represented by Calyon.

 

 

Ladies andGentlemen:

 

We have acted as special French counsel toThe Walt Disney Company (“TWDC”), Euro Disney Investments, Inc. (“EDI”), EDLSNC Corporation (“EDS”), Euro Disney Investments SAS

 

1

----

 

(“EDI SAS”),EDL Corporation SAS (“EDS SAS”) and Euro Disney Associés SNC (“EDA”) inconnection with (i) the 2004 Standby Revolving Credit Agreement dated September30, 2004 (the “Standby Credit Agreement”) between TWDC and Euro Disney SCA;(ii) two share capital increases of EDA, each in an amount of €192,025,892.32(including share issue premium), subscribed for by EDI and EDS, respectively,by way of set-off against certain receivables; (iii) a share capital reductionof EDA in an amount of €235,541,130.69; (iv) the contribution (*apport*) by EDI and EDS to EDI SAS and EDSSAS, respectively, of their shares (*partssociales*) in EDA; and (v) the transformation of EDA into a French *société en commandite par actions*(collectively, the “Transactions”).

 

This opinion is delivered to you pursuantto Section 6(A)(2)(aa) of the *Convention deModifications et de Réitération**– Crédit Phase IA* dated December 1, 2004among Euro Disney SCA, Euro Disney Associés SCA, Euro Disneyland SNC andvarious lenders represented by BNP Paribas as Agent; Section 3(A)(2)(c) of the *Convention de Modifications et de Réitération**– Avances Phase IA* dated December 1, 2004among Euro Disneyland SNC and various lenders represented by Calyon as Agent;Section 5(A)(2)(c) of the *Convention deModifications et de Réitération**– Crédit Phase IB* dated December 1, 2004among EDL Hotels SCA, certain SNCs and various lenders represented by Calyon;and Section 5(A)(2)(c) of the *Convention deModifications et de Réitération**– Avances Phase IB* dated December 1, 2004among certain SNCs, EDL Hotels SCA as guarantor and various lenders representedby Calyon.

 

In arriving at the opinions expressedbelow, we have reviewed and relied upon the following documents (the “Documents”):

 

(a)           a certified copy of theminutes of the decision of September 29, 2004 of the partners of EDA,appointing Mr. Philippe Coen, as *Gérant*of EDA;

 

(b)          a certified copy of the *statuts* (by-laws) of EDA, up-to-date as of September 30,2004 (after the decisions of September 30, 2004 of the partners of EDA inrespect of, among other things, two share capital increases and a share capitalreduction of EDA and the approval of EDI SAS and EDS SAS as new partners ofEDA);

 

(c)           a certified copy of the *statuts* (by-laws) of EDA, up-to-date as of September 30,2004 (after the decisions of September 30, 2004 of the sole shareholder of eachof EDI SAS and EDS SAS in respect of, among other things, the contribution byEDI and EDS to EDI SAS and EDS SAS, respectively, of their shares (*parts sociales*) in EDA; and before thetransformation of EDA into a *société encommandite par actions*);

 

(d)          a certified copy of the *statuts* (by-laws) of EDI SAS, EDS SAS and EDA, up-to-date asof November 30, 2004;

 

(e)           an *extraitK-bis* dated November 26, 2004 from the *Registre du commerce et des sociétés* of Meaux with respectto each of EDI SAS, EDS SAS and Euro Disney Associés SCA;

 

(f)           a certified copy of thestatements of account issued by EDA’s *Gérant*,with respect to each of EDI’s and EDS’s receivables against EDA, in the amountof €192,025,892.32 each;

 

2

----

 

(g)          a certified copy of thereports issued by PricewaterhouseCoopers Audit dated September 30, 2004certifying the accuracy of the statements of account issued by EDA’s *Gérant*, with respect to each of EDI’s andEDS’s receivables against EDA, in the amount of €192,025,892.32 each;

 

(h)          a certified copy of theminutes of the decisions of September 30, 2004 of the partners of EDA inrespect of, among other things, the two share capital increases of EDA, in anaggregate amount of €384,051,784.64 (including share issue premium) subscribedfor by EDI and EDS; the share capital reduction of EDA in an amount of€235,541,130.69; and the approval of EDI SAS and EDS SAS as new partners ofEDA;

 

(i)            a certified copy of theContribution Agreement (*contrat d’apport*)between EDI and EDI SAS, dated September 30, 2004;

 

(j)            a certified copy of thereport by Dominique Ledouble and Jean-Pierre Colle, acting as contributionappraisers (*commissaires aux apports*),dated September 22, 2004, relating to the contribution by EDI to EDI SAS of itsshares (*parts sociales*) in EDA,and the related certificate of filing of such report dated September 22, 2004from the *Registre du commerce et dessociétés* of Meaux;

 

(k)           a certified copy of theminutes of the decisions of September 30, 2004 of the sole shareholder of EDISAS, in respect of, among other things, the contribution by EDI to EDI SAS ofits shares (*parts sociales*) inEDA and the related share capital increase of EDI SAS;

 

(l)            a certified copy of thecertificate issued by EDA’s *Gérant*dated September 30, 2004 certifying delivery by EDI SAS of the ContributionAgreement at the registered office of EDA;

 

(m)          a certified copy of theContribution Agreement (*contrat d’apport*)between EDS and EDS SAS, dated September 30, 2004;

 

(n)          a certified  copy of the report by Dominique Ledouble andJean-Pierre Colle, acting as contribution appraisers (*commissaires aux apports*), dated September22, 2004, relating to the contribution by EDS to EDS SAS of its shares (*parts sociales*) in EDA, and the relatedcertificate of filing of such report dated September 22, 2004 from the *Registre du commerce et des sociétés* ofMeaux;

 

(o)          a certified copy of theminutes of the decisions of September 30, 2004 of the sole shareholder of EDSSAS, in respect of, among other things, the contribution by EDS to EDS SAS ofits shares (*parts sociales*) inEDA and the related share capital increase of EDS SAS;

 

(p)          a certified copy of thecertificate issued by EDA’s *Gérant*dated September 30, 2004 certifying the delivery by EDS SAS of the ContributionAgreement at the registered office of EDA;

 

3

----

 

(q)          a certified copy of theminutes of the partners’ meeting of September 30, 2004 of EDA in respect of,among other things, the transformation of EDA into a French *société en commandite par actions*; and

 

(r)           a certified copy of theStandby Credit Agreement.

 

The opinionsbelow are given solely on the basis of the laws of the French Republic ascurrently in effect and we have made no investigation of any other laws whichmay be relevant to the Documents, any transaction contemplated therein(including the Transactions) and/or the opinions below.  In addition, the opinions below do not andshall not purport to address any tax aspect or treatment of the Documents orany transactions contemplated therein (including the Transactions) or the taxposition of any of the parties to the Documents.

 

In renderingthe opinions expressed below, we have assumed and not independently verified:

 

(1)           theauthenticity of all documents submitted to us as originals and the conformityto the originals of all documents submitted to us as copies;

 

(2)           thateach of the parties to each of the Documents (other than EDI SAS and EDS SAS)is and was at the time of the Transactions duly incorporated and validlyexisting and has and had at the time of the Transactions the corporate powerand authority to enter into the Documents to which it is a party;

 

(3)           thatthe execution, delivery and performance of each of the Documents by each of theparties thereto (other than EDI SAS and EDS SAS) were duly and validlyauthorized by all necessary corporate action in accordance with any applicablelaws;

 

(4)           thateach of the Documents has been duly executed and delivered by all partiesthereto (other than EDI SAS and EDS SAS); and

 

(5)           theaccuracy and completeness at all relevant times of the statements of fact(including without limitation representations and warranties to the extent theyrelate to matters of fact) contained in the Documents.

 

Based on theforegoing and subject to the qualifications set forth below, we are of theopinion that:

 

1.            OnNovember 26, 2004, each of EDI SAS and EDS SAS was validly existing as a French*société par actions simplifiée*.

 

 

2.            OnNovember 26, 2004, EDA was validly existing as a French *société en commandite par actions*.

 

 

3.            OnSeptember, 30, 2004 at 4:30 p.m. (Paris time), the two share capital increasesof EDA each in an amount of €192,025,892.32 (including share issue premium),were duly authorized by all requisite actions of EDA’s corporate bodies and thecorresponding 1,133,176,122 shares (*partssociales*) of EDA issued to each of EDI and EDS were duly authorizedand validly issued.

 

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4.            OnSeptember, 30, 2004 at 4:30 p.m. (Paris time) and immediately following the twoshare capital increases referred to in paragraph 3 above, the share capitalreduction of EDA in an amount of €235,541,130.69 was duly authorized by allrequisite actions of EDA’s corporate bodies.

 

 

5.            OnSeptember 30, 2004 at 5 p.m. (Paris time), the contribution (*apport*) by EDI to EDI SAS of 366,659,494shares (*parts sociales*) of EDAwas duly authorized by all requisite actions of EDI SAS’s corporate bodies andthe corresponding shares in EDI SAS were duly authorized and validly issued.

 

 

6.            OnSeptember 30, 2004 at 5:15 p.m. (Paris time), the contribution *(apport)*by EDS to EDS SAS of 366,659,494shares *(parts sociales)*of EDAwas duly authorized by all requisite actions of EDS SAS’s corporate bodies andthe corresponding shares in EDS SAS were duly authorized and validly issued.

 

 

7.            OnSeptember 30, 2004 at 6 p.m. (Paris time), the transformation of EDA into aFrench *société en commandite par actions*was duly authorized by all requisite actions of EDA’s corporate bodies.

 

 

8.            TheStandby Credit Agreement constitutes valid and binding obligations of TWDC,enforceable against it in accordance with its terms.

 

 

Theopinions set forth above are subject to the following qualifications:

 

A.             In rendering our opinionsin paragraphs 1. and 2. above, we have relied without independentinvestigation solely on each of the applicable the *extraitK-bis* referred to in paragraph (e) of the list of documentsexamined by us, and we express such opinion solely as of the date of such *extrait K-bis*.

 

B.             In rendering our opinionsin paragraphs 3. and 4. above, we have relied without independentinvestigation solely on the documents referred to in paragraphs (a), (f), (g)and (h) of the list of documents examined by us;

 

C.             In rendering our opinionsin paragraph  5. above, we have relied without independent investigationsolely on the documents referred to in paragraphs (i), (j), (k) and (l) of thelist of documents examined by us;

 

D.             In rendering our opinionsin paragraph 6. above, we have relied without independent investigationsolely on the documents referred to in paragraphs (m), (n), (o) and (p) of thelist of documents examined by us;

 

E.              With respect to our opinions in paragraphs 5 and 6 above, wewish to call your attention to the fact that one legal commentator (Paul LeCannu, *Dictionnaire Joly Sociétés*,*SAS**– Société par Actions Simplifiée*,No. 142,

 

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2003) hastaken the position that it is not possible in an *société par actions simplifiée* with a single shareholder forthe sole shareholder to vote on a contribution in kind made by such shareholderto the *société par actions simplifiée*.  Mr. Le Cannu’s analysis is based on ArticleL.225-10 of the French *Code de commerce*governing *sociétés anonymes*,which provides that a shareholder making a contribution in kind to a *société anonyme* may not vote at ashareholders meeting on the proposed approval of such contribution, and onArticle L.227-1 of the French *Code decommerce* according to which provisions applicable to *sociétés anonymes* are applicable to *sociétés par actions simplifiées* to the extentthey are compatible with specific rules governing *sociétés par actions simplifiées*.  However, we disagree with Mr. Le Cannu’sanalysis.  As rules on *sociétés par actions simplifiées*specifically provide that such companies (unlike *sociétés anonymes*) may have only one shareholder, ouranalysis is that Article L.225-10 of the French *Code de commerce* is not applicable to  *sociétéspar actions simpifiées* with a single shareholder, as otherwise suchshareholder would be prohibited from making any contribution in kind to thecompany, a result so extraordinary that in our opinion it could result onlyfrom a specific legal provision to that effect. We note thatMr. Le Cannu concurred with our conclusion in a prior publication (Paul LeCannu, *Encyclopédie Dalloz*, *Répertoire de droit des sociétés*,*Sociétés par actions simplifiées*,No. 238, 2000);

 

F.              In rendering ouropinions in paragraph 7 above, we hare relied without independentinvestigation solely on the document referred to in paragraph (q) of the listof documents examined by us;

 

G.             We do not express anyopinion as to whether the second sentence of Section 2.3.1 of the StandbyCredit Agreement is valid, binding or enforceable under French law;

 

H.             Insofar as the foregoingopinions relate to the validity, binding effect or enforceability of anyagreement or obligation of TWDC, (a) we have assumed that TWDC and any otherparty to such agreement or obligation has satisfied those legal requirementsthat are applicable to it to the extent necessary to make such agreement orobligation enforceable against it and (b) such opinions are subject toapplicable bankruptcy, insolvency, reorganization, moratorium and other similarlaws affecting creditors rights generally;

 

I.               We express no opinionas to the availability of the remedy of specific performance or any remediesother than those culminating in a judgment for the payment of money ascontemplated by Section 1142 of the French *Codecivil*;

 

J.              In respect of paymentobligations, French courts have the power, in light of the debtor’s positionand the creditor’s needs, to defer or otherwise reschedule payment datespursuant to Section 1244-1 of the French *Codecivil*, which also permits French courts to decide that any amountsso deferred or rescheduled will bear interest at a rate lower than ratepreviously

 

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agreed amongthe parties and/or that payments will be first applied towards repayment ofprincipal;

 

K.             A French court mayrequire the Standby Credit Agreement to be translated into the French languageby a sworn translator (*traducteur assermenté*)as a condition to its admissibility into evidence or before deeming it to be inproper form for enforcement; and

 

L.              Under the French *Code général des impôts*, a stamp tax of anominal amount is due in respect of any written agreement or other instrumentdocumenting an obligation to pay money, before use of such agreement orinstrument can be made in the French Republic, whether in a public act, adeclaration of any kind, or in dealing with any governmental authority,incuding the courts of the French Republic.

 

We arerendering this opinion in our capacity as Avocats au Barreau de Paris.  This opinion is addressed to BNP Paribas andCalyon solely for BNP Paribas’ and Calyon’s own use and that of the lendersthat they respectively represent as Agent under the *Contrat d’Ouverture de Crédit Multidevises*dated September5, 1989, as amended; the *Contrat d’Avances d’Associés*dated April 26, 1989, as amended; the *Contrat d’Ouverture de Crédit* dated March 25, 1991, asamended; and the *Contrat d’Avances*datedMarch 25, 1991, as amended, and for the purpose of the *Convention de Modifications et de Réitération**–**Crédit Phase IA*datedDecember 1, 2004, among Euro Disney SCA, Euro Disneyland SNC and variouslenders represented by BNP Paribas; the Convention de *Modifications et de Réitération**–**Avances Phase IA*datedDecember 1, 2004 among Euro Disneyland SNC and various lenders represented byCalyon; the *Convention de Modifications etde Réitération**–**Crédit Phase IB*datedDecember 1, 2004 among EDL Hotels SCA, certain SNCs and various lendersrepresented by Calyon; and the*Convention deModifications et de Réitération**–**Avances Phase IB*among certain SNCs, EDL Hotels SCA as guarantor and various lenders representedby Calyon.  This opinion is not to beused, quoted, communicated, circulated or otherwise disseminated or referred tofor any other purpose and may not be relied upon by anyone else; provided,however, that a copy of this opinion may be shown to Caisse des Dépôts etConsignations.  We assume no obligationto advise you or to make any investigations as to any legal developments orfactual matters arising subsequent to the date hereof that might affect theopinions expressed herein.  This opinionis limited to the matters

 

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expressly stated herein and does notextend to, and is not to be read as extended by implication to any othermatter.

 

 
| ** ** | **Very truly yours,**                      |
|------------|--------------------------------------------|
| ** ** | ** **                                 |
| ** ** | ** **                                 |
| ** ** | **CLEARY, GOTTLIEB, STEEN & HAMILTON** |
| ** ** | ** **                                 |
| ** ** | ** **                                 |
| ** ** | **By:**                                    | ** ** | ** ** |
| ** ** | ** **                                 | ** ** |
| ** ** | ** **                                 | **Fabrice Baumgartner, a Partner** |

 

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December1, 2004

 

 

BNP Paribas

E.C.E.P.

Project Finance

37, place du Marché St-Honoré

75001 Paris

as Agent underthe

# ***Contrat d’Ouverture de CréditMultidevises***

datedSeptember 5, 1989, as amended

among EuroDisney SCA, Euro Disneyland SNC

and variouslenders represented by BNP Paribas

 

Calyon

9, quai Paul Doumer

92920 Paris La Défense Cedex

as Agent underthe

*Contrat d’Avances d’Associés*

dated April26, 2989, as amended

among EuroDisneyland SNC

and variouslenders represented by Calyon;

*Contrat d’Ouverture de Crédit*

dated March25, 1991, as amended

among EDLHôtels SCA, certain SNCs

and variouslenders represented by Calyon; and

*Contrat d’Avances*

dated March25, 1991, as amended

among certainSNCs, EDL Hôtels SCA as guarantor

and variouslenders represented by Calyon.

 

 

Ladies andGentlemen:

 

We have actedas special U.S. counsel to The Walt Disney Company (“TWDC), Disney Enterprises,Inc. (“DEI”), Euro Disney Investments, Inc. (“EDI”) and EDL

 

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SNCCorporation (“EDS”) in connection with (i) the 2004 Standby Revolving CreditAgreement dated September 30, 2004 (the “Standby Credit Agreement”) betweenTWDC and Euro Disney SCA; (ii) certain undertaking letters (the “UndertakingLetters”) of TWDC copies of which are attached to this letter; (iii) anundertaking letter (the “DEI Undertaking Letter”) of DEI a copy of which isattached to this letter;  (iv) thesubscription by way of set-off against certain receivables by EDI and EDS totwo share capital increases of Euro Disney Associés SNC (“EDA”) in the amountof €192,025,892.32 (including share issue premium) each; and (v) thecontribution (*apport*) by EDI andEDS to EDI SAS and EDS SAS, respectively, of their shares (*parts sociales*) in EDA.

 

This opinionis delivered to you pursuant to Section 6(A)(2)(aa) of the *Convention de Modification et de Réitération**– Crédit Phase IA* dated December 1, 2004among Euro Disney SCA, Euro Disney Associés SCA, Euro Disneyland SNC andvarious lenders represented by BNP Paribas as Agent; Section 3(A)(2)(c) of the *Convention de Modification et de Réitération**– Avances Phase IA* dated December 1, 2004among Euro Disneyland SNC and various lenders represented by Calyon as Agent;Section 5(A)(2)(c) of the *Convention deModification et de Réitération**– Crédit Phase IB* dated December 1, 2004among EDL Hotels SCA, certain SNCs and various lenders represented by Calyon;and Section 5(A)(2)(c) of the *Convention deModification et de Réitération**– Avances Phase IB* dated December 1, 2004among certain SNCs, EDL Hotels SCA as guarantor and various lenders representedby Calyon.

 

In arriving atthe opinions expressed below, we have reviewed and relied upon the followingdocuments:

 

(s)           copies of the by-laws ofeach of TWDC, DEI, EDI and EDS, certified by each of their respective corporatesecretaries;

 

(t)            copies of the certificatesof incorporation of each of TWDC, DEI, EDI and EDS, certified by the Secretaryof State of the State of Delaware or by their respective corporate secretaries;

 

(u)           an executed copy of theContribution Agreement (*contrat d’apport*,hereafter the “EDI Contribution Agreement”) between EDI and EDI SAS, datedSeptember 30, 2004;

 

(v)           an executed copy of theContribution Agreement (*contrat d’apport*,hereafter the “EDS Contribution Agreement”) between EDS and EDS SAS, datedSeptember 30, 2004;

 

(w)          an executed copy of theStandby Credit Agreement; and

 

(x)            executed copies of theUndertaking Letters and the DEI Undertaking Letter.

 

The StandbyCredit Agreement, the Undertaking Letters, DEI Undertaking Letter, the EDIContribution Agreement and the EDS Contribution Agreement are referred tocollectively as the “Documents.”

 

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In addition,we have reviewed the originals or copies certified or otherwise identified to oursatisfaction of all such corporate records of TWDC, DEI, EDI and EDS and suchother instruments and other certificates of public officials, officers andrepresentatives of TWDC, DEI, EDI and EDS and such other persons, and we havemade such investigations of law, as we have deemed appropriate as a basis forthe opinions expressed below.

 

In renderingthe opinions expressed below, we have assumed the authenticity of all documentssubmitted to us as originals and the conformity to the originals of all documentssubmitted to us as copies.  In addition,we have assumed and have not verified the accuracy as to factual matters ofeach document we have reviewed (including, without limitation, the accuracy asto factual matters of the representations and warranties of TWDC, DEI, EDI andEDS contained in the various agreements that we have reviewed).

 

Based on theforegoing and subject to the qualifications set forth below, we are of theopinion that:

 

1.     Eachof TWDC, DEI, EDI and EDS is validly existing as a corporation in good standingunder the laws of the State of Delaware.

 

2.     Eachof TWDC, DEI, EDI and EDS has the corporate power to enter into the Documentsto which they are parties and to perform their obligations thereunder.

 

3.     Theexecution and delivery by each of TWDC, DEI, EDI and EDS of the Documents towhich they are parties, and the performance by each of them of their respectiveobligations thereunder, have been duly authorized by all necessary corporateaction on the part of TWDC, DEI, EDI or EDS, as the case may be.

 

4.     TheStandby Credit Agreement has been duly executed by TWDC.

 

5.     TheUndertaking Letters have been duly executed and delivered by TWDC and are validand binding obligations of TWDC, enforceable against TWDC in accordance withtheir respective terms.

 

6.     TheDEI Undertaking Letter has been duly executed and delivered by DEI and is avalid and binding obligation of DEI, enforceable against DEI in accordance withits terms.

 

7.     The execution and delivery by each of TWDC, DEI,EDI and EDS of the Documents to which they are parties, and the performance byeach of them of their respective obligations thereunder, do not result in theviolation or breach of any provision of their respective certificates ofincorporation or by-laws or of any provision of the laws of the State of NewYork or the United States applicable to each of TWDC, DEI, EDI and EDS (exceptfor the purposes of this paragraph we express no opinion as to any U.S. federalsecurities laws or any state securities laws or Blue Sky laws).

 

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8.     The execution and delivery by each of TWDC, DEI,EDI and EDS of the Documents to which they are parties, and the performance byeach of them of their respective obligations thereunder, do not require anyconsent, approval, authorization, registration or qualification of or with anygovernmental authority of the United States or the State of New York (exceptfor the purposes of this paragraph we express no opinion as to any consent,approval, authorization, registration or qualification that may be requiredunder U.S. federal securities laws or state securities laws or Blue Sky laws).

 

9.     Afinal, conclusive judgment for the payment of a sum of money of the *Tribunal de Commerce de Paris* that is enforceablein France against TWDC in respect of the Standby Credit Agreement will beenforced by any court of the State of New York, and any U.S. federal courtsitting in the State of New York, without review of the merits, unless:

**(i)**        the judgment was rendered under a system that does not provide impartialtribunals or procedures compatible with the requirements of due process of law;

 

**(ii)**       the *Tribunal de Commerce de Paris*did not have jurisdiction over the subject matter;

 

**(iii)**      the defendant did not receive notice of the relevant proceedings insufficient time to enable it to defend;

 

**(iv)**      the judgment was obtained by fraud;

 

**(v)**       the cause of action on which the judgment is based is repugnant to thepublic policy of the State of New York;

 

**(vi)**      the judgment conflicts with another final and conclusive judgment;

 

**(vii)**     the proceeding was contrary to an agreement between the parties underwhich the dispute in question was to be settled otherwise than by proceedingsin the *Tribunal de Commerce de Paris*;or

 

**(viii)**    in the case of jurisdiction based only on personal service, the *Tribunal de Commerce de Paris* was aseriously inconvenient forum for the trial of the action.

 

Insofaras the foregoing opinions relate to the valid existence and good standing ofTWDC, DEI, EDI and EDS, they are based solely on a certificate of good standingreceived from the Secretary of State of the State of Delaware and on atelephonic confirmation from such Secretary of State.  Insofar as the foregoing opinions relate tothe validity, binding effect or enforceability of any agreement or obligationof TWDC or DEI, (a) we have assumed that each other party to such agreement hassatisfied those legal requirements that are applicable to it to the extentnecessary to make such agreement enforceable against it (except that no suchassumption is made as to TWDC or DEI regarding matters of the GeneralCorporation Law of the State of Delaware or the law of the State of New Yorkthat in our experience are normally applicable to general business entitieswith

 

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respectto such agreement or obligation), and (b) such opinions are subject toapplicable bankruptcy, insolvency and similar laws affecting creditors’ rightsgenerally and to general principles of equity.

 

Inrendering the opinions expressed in paragraphs 7 and 8, we express no opinionas to any violation of, or any consent, approval, authorization, registrationor qualification required under, any law or regulations which may have becomeapplicable to TWDC, DEI, EDI and EDS as a result of the involvement of otherparties in the transactions referred to in the Documents to which each is aparty because of their legal or regulatory status or because of any other factsspecifically pertaining to them.  Inaddition, the opinions expressed in such paragraphs 7 and 8 relate only tothose laws and regulations that, in our experience, are normally applicable totransactions of the type referred to in the Documents to which each is a party.

 

We notethat (i) provisions in any agreement by which a party submits to the generaljurisdiction of the courts of the State of New York, the U.S. federal courtssitting in the State of New York are subject to the applicable limitations onthe competent jurisdiction of such courts; and (ii) we express no opinion as tothe subject matter jurisdiction of any U.S. federal court to adjudicate anyaction between two parties neither of which is a citizen of any U.S. state forpurposes of 28 U.S.C. Sec. 1332

 

We notethat the designation under the Undertaking Letters and the DEI UndertakingLetter of the U.S. federal courts located in the State of New York as the venuefor actions or proceedings with respect thereto or any proceeding to execute orotherwise enforce any judgment in respect of any breach thereof(notwithstanding the waiver therein) is subject to the power of such courts totransfer actions pursuant to 28 U.S.C. §1404(a) or to dismiss such actions orproceedings on the ground that such a federal court is an inconvenient forumfor such an action or proceeding.

 

We notethat effective enforcement of a foreign currency claim in the New York Statecourts or the U.S. federal courts sitting in the State of New York may belimited by requirements that the claim (or a foreign currency judgment inrespect of the claim) be converted into United States dollars at the rate ofexchange prevailing on a specified date.

 

Theforegoing opinions are limited to the law of the State of New York, the federallaws of the United States of America and the General Corporation Law of theState of Delaware.

 

Thisopinion is addressed to BNP Paribas and Calyon solely for BNP Paribas’ andCalyon’s own use and that of the lenders that they respectively represent asAgent under the Contrat d’Ouverture de Crédit Multidevises dated September 5,1989, as amended; the Contrat d’Avances d’Associés dated April 26, 2989, asamended; the Contrat d’Ouverture de Crédit dated March 25, 1991, as amended;and the Contrat d’Avances dated March 25, 1991, as amended, and for the purposeof the Convention de Modification et de Réitération – CréditPhase IA dated December 1, 2004, among Euro Disney SCA, Euro Disney AssociésSCA, Euro Disneyland SNC, the Agent and various lenders represented by BNPParibas; the Convention de Modification et de Réitération – AvancesPhase IA dated December 1, 2004 among Euro Disneyland SNC and various lendersrepresented by Calyon; the Convention de Modification et de Réitération – Crédit Phase IB dated December 1, 2004 among EDL Hotels

 

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SCA,certain SNCs and various lenders represented by Calyon; and the Convention deModification et de Réitération – Avances Phase IB amongcertain SNCs, EDL Hotels SCA as guarantor and various lenders represented byCalyon.  This opinion is not to be used,quoted, communicated, circulated or otherwise disseminated or referred to forany other purpose and may not be relied upon by anyone other than the Agent orsuch lenders; provided, however, that a copy of this opinion may be shown toCaisse des Dépôts et Consignations.  Weassume no obligation to advise you or to make any investigations as to anylegal developments or factual matters arising subsequent to the date hereofthat might affect the opinions expressed herein.

 
|   | Very truly  yours,                      |
|--------|-----------------------------------------|
|   |                                    |
|   | CLEARY,  GOTTLIEB, STEEN & HAMILTON |
|   |                                    |
|   |                                    |
|   | By:                                     |   |   |
|   |                                    | Andrew  Bernstein, a Partner |
|        |                                         |  |  |  |

 

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