**Exhibit 4.13 (b)**

 

***English translation forinformation only***

 

**EURO DISNEYLAND EN FRANCE – PHASE IA**

 

**1 December 2004**

 

Partners’ Advances Agreementdated 26 April 1989

 

Amended and Restated

 

**Between**Euro DisneylandParticipations S.A.CALYONBNP PARIBASBRED Banque PopulaireCasden – Banques PopulairesCrédit Agricole SACaisse Régionale de Crédit Agricole Mutuel d’Ile de FranceCaisse Régionale de Crédit Agricole Mutuel de la BrieDexia Crédit LocalNatexis Banques PopulairesKodak PathéSociété du LouvreSofincoAxa BanqueABN AMROFortis Banque FranceCrédit Foncier de FranceBanque HervetCompagnie Financière de RotschildSociété Nancéenne Varin Bernier

**And**Euro Disneyland S.N.C.

 

**Agent**CALYON

 

*Legal advisers to the Agent*

**Slaughter and May**112, avenue Kléber75116 Paris

 

*Legal advisers to the Borrowers*

**Freshfields Bruckhaus Deringer**

2 - 4, rue Paul Cézanne

75008 Paris

 

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**Contents**

 
| CLAUSE  1 – DEFINITIONS                                                                                                           |   |
|----------------------------------------------------------------------------------------------------------------------------------------|--------|
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| CLAUSE  2 – PARTNERS’ OBLIGATIONS                                                                                            |   |
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| CLAUSE  3 – INTEREST                                                                                                              |   |
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| CLAUSE  4 – LATE INTEREST                                                                                                         |   |
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| CLAUSE  5 – REPAYMENT                                                                                                             |   |
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| CLAUSE  6 – DEFERRED PAYMENT                                                                                                      |   |
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| CLAUSE  7 – SUBORDINATION                                                                                                         |   |
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| CLAUSE  8 – SUBORDINATION OF THE ED S.C.A. LOAN TO THE FIRST RANK ADVANCES AND OF THE  SECOND RANK ADVANCES TO THE ED S.C.A. LOAN |   |
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| CLAUSE  9 – TRANSFER                                                                                                              |   |
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| CLAUSE  10 – PAYMENTS                                                                                                             |   |
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| CLAUSE  11 – UNDERTAKING                                                                                                          |   |
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| CLAUSE  12 – AGENT                                                                                                                |   |
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| CLAUSE  13 – NOTICES - COMMUNICATION                                                                                              |   |
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| CLAUSE  14 – EFFECTIVE GLOBAL INTEREST RATE                                                                                       |   |
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| CLAUSE  15 – APPLICABLE LAW – JURISDICTION                                                                                   |   |
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| SCHEDULE I  Partners                                                                                                              |   |

 

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**BETWEEN:**

 

1.                                       **ABN AMRO,**whoseregistered office is at 3 Avenue Hoche, 75008 PARIS,

 

2.                                       **AXA BANQUE,**whoseregistered office is at 33 rue Cambon, 75001 PARIS,

 

3.                                       **BANQUE HERVET,**whose registered office is at 1 Place de la Préfecture, 18000 BOURGES,

 

4.                                       **BNP PARIBAS**,whose registered office is at 16 Boulevard des Italiens, 75009 PARIS,

 

5.                                       **BRED BANQUE POPULAIRE**, whose registered office is at 5 Avenue du Château, 94300VINCENNES,

 

6.                                       **CAISSE REGIONALE DECREDIT AGRICOLE MUTUEL DE LA BRIE,**whose registered office is at 24 Avenue du Maréchal Foch, 77100 MEAUX,

 

7.                                       **CAISSE REGIONALE DECREDIT AGRICOLE MUTUEL D’ILE DE FRANCE,**whose registered office is at 26 Quai de la Rapée,75012 PARIS,

 

8.                                       **CALYON,** whose registered office is at 9 quaidu Président Paul Doumer, 92920 Paris La Défense,

 

9.                                       **CASDEN**–**BANQUES POPULAIRES,**whose registered office is at 91 Cours des Roches, Noisiel, 77424 MARNE-LA-VALLEE Cedex 02,

 

10.                                 **COMPAGNIE FINANCIERE DE ROTHSCHILD,**whose registered office is at 47 rue du Faubourg Saint-Honoré, 75008 PARIS,

 

11.                                 **CREDIT AGRICOLE SA ,**whose registered office is at 91–93 Boulevard Pasteur, 75015 PARIS,

 

12.                                 **CREDIT FONCIER DE FRANCE,**whose registered office is at 19 rue des Capucines, 75001 PARIS,

 

13.                                 **DEXIA CREDIT LOCAL**, whose registered office is at 7-11 Quai André Citroën, B.P. 1002,75901 PARIS Cedex 15,

 

14.                                 **EURO DISNEYLAND PARTICIPATIONSS.A.,**whose registeredoffice is at Immeubles Administratifs, Route Nationale 34, 77700 Chessy,

 

15.                                 **FORTIS BANQUE FRANCE**, whose registered office is at 29, quai de Dion Bouton 92800 Puteaux,

 

16.                                 **KODAK PATHE,**whoseregistered office is at 26, rue Villiot, 75012 PARIS,

 

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17.                                 **NATEXIS BANQUES POPULAIRES**, whose registered office is at 45 rue Saint-Dominique, 75007 PARIS,

 

18.                                 **SOCIETE DU LOUVRE,**whose registered office is at 58 Boulevard Gouvion-Saint-Cyr, 75017PARIS,

 

19.                                 **SOCIETE NANCEENNE VARIN BERNIER**, whose registered office is at 4, place André Maginot 54017 Nancy,

 

20.                                 **SOFINCO**, whoseregistered office is at 27 rue de la Ville l’Evêque, 75008 PARIS,

 

*(hereinafter referred to together asthe “Partners” and, individually, a “Partner”)*

 

**TOGETHER, OF THE FIRST PART**

 

**And**

 

21.                                 **EURO DISNEYLAND S.N.C.**, a French société en nom collectif whose registered office is atImmeubles Administratifs, Route Nationale 34, 77700 Chessy,

 

*(hereinafter referred toas the “S.N.C.”)*

 

**OF THE SECOND PART**

 

**And**

 

**CALYON,** whose registered office is at 9 quaidu Président Paul Doumer, 92920 Paris La Défense, en qualité d’Agent,

 

*(hereinafter referred toas the “Agent”)*

 

**OF THE THIRD PART**

 

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**WHEREAS:**

 

(A)                             Pursuant to the Phase IA Advances Amendment and RestatementAgreement dated 1 December 2004, the parties to that agreement agreed (a)to create a consolidated version of the partners’ advances agreement dated 26 April 1989including the amendments made to it by a supplemental agreement dated 10 August 1994; (b) to amend that consolidated version in order to (i) remove from the textall provisions which have solely historical significance, to remove certainobsolete references, and (ii) to apply the Memorandum of Agreement; and (c) torestate all provisions of the partners’ advances agreement of 26 April 1989which have not been amended at all, in the terms of the amended and restatedagreement set out as a schedule to that agreement.

 

(B)                          This amended and restated Agreement constitutes the schedule referredto in paragraph (A) above.

 

**NOW, THEREFORE, IT IS HEREBY AGREEDas follows:**

 

**CLAUSE 1****– DEFINITIONS**

 

For the application and interpretation of thisAgreement and its Schedules, except where the context otherwise requires, theexpressions defined in the Common Agreement or in the Covenants shall have themeanings attributed to them therein and, in addition to the terms defined inthe description of the parties, the following expressions have the followingmeanings:

 

**“Advances”******means theamount of principal not repaid from the advances made by each of the Partnersin the application of this Agreement;

 

**“Available Cashflow”**means, on any date, the difference between (i) the available cash ofthe S.N.C. increased by the undrawn balance available for drawing under theBank Loans and the CDC Loan Agreements or any other loan supplementing orsubstituting the Bank Loans or the CDC Loan Agreements and (ii) the amountspayable on such date with respect to the Senior Debt.  For the interpretation of (ii) above, anyprepayment, cancellation or non-renewal decided by the S.N.C. under the BankLoans, the CDC Loan Agreements or any other loan supplementing or substitutingthe Bank Loans or the CDC Loan Agreements shall not be considered as an amountpayable under the Senior Debt;

 

**“Balance of Repayment”** has the meaning given to it in Clause 5 (*Repayment*);

 

**“Bank Loans”**means the loan commitments granted to the S.N.C. and the S.C.A. by agroup of French and foreign banks and financial institutions for an amount ofprincipal of €273,488,244.34 at the Restatement Date, under the terms of thePhase IA Credit Agreement;

 

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**“Business Day”**means every day on which banks are open for business in Paris;

 

**“Cashflow Available afterAdvances”**means, on any date, the differencebetween (i) the Available Cashflow and (ii) the amounts payable on theaforementioned date under the First Rank Advances including the amounts dueunder the First Rank Advances the payment of which has been deferred pursuantto Clause 6 (*Deferred Payment*) ofthis Agreement, increased to the extent that the First Rank Advances have notbeen entirely repaid, of the non-amortised part from the advance payment inrespect of rent of € 45,734,705 (300 millions French Francs) paid to the S.N.C.under the *Crédit-Bail* Agreementand of the supplementary lease payments provided for in Clause 16 (A) (b) ofthe *Crédit-Bail* Agreement paid tothe S.N.C.;

 

**“Common Agreement”** means the agreement dated 10 August 1994 between Euro DisneyS.C.A., acting in its name and in the name of and on behalf of itssubsidiaries, EDL Hôtels S.C.A., acting in its name and in the name of and onbehalf of its subsidiaries, Euro Disneyland S.N.C., the S.N.C. Hotel Companies,Phase IA Banks, the CDC, the Phase IA Partners, the Phase IB Banks and thePhase IB Lenders, as amended and restated in accordance with the CommonAgreement Amendment and Restatement;

 

**“Common Agreement Amendment andRestatement”** means the agreement dated1 December 2004 amending and restating the Common Agreement;

 

**“*Crédit-Bail*Agreement”** means the lease (*crédit-bail*)agreement relating to certain Phase IA assets entered into on 30 June 1994between the Financing Company as lessor and Euro Disney Associés SNC as lessee,as amended by supplemental agreements of 27 September 1994, 5 December 1994,29 december 1994 and 30 January 1995;

 

**“Disney Undertaking”**means the letters from TWDC substantially in the forms set out inschedules 19, 20, 21 and 22 to the Phase IA Credit Amendment and RestatementAgreement;

 

**“ED S.C.A. Loan”**means the loan agreement between Euro Disney S.C.A. as lender andthe S.N.C. as borrower dated 10 August 1994 as amended by supplementalagreement n°1 dated 30 September 1999;

 

**“EURIBOR”**means (i) the rate per annum, determined by the European UnionBanking Federation and published electronically by Telerate (at the RestatementDate, on Screen 248), on the second TARGET Day preceding the first day of therelevant Interest Period, at which Euro deposits are offered on the Europeaninterbank market at 11 a.m. (Brussels time) on such TARGET Day for a periodcomparable to such Interest Period and (ii) in respect of any Interest Periodfor which no rate is published on such TARGET Day as aforesaid, the rate perannum determined by the Agent on the basis of rates notified by the EURIBORReference Banks, as being the arithmetic mean (rounded upwards, if necessary,to the nearest whole multiple of one sixteenth of one per cent (1/16%)) of therates per annum at which, at or about 11 a.m. (Brussels time) two TARGET Daysbefore the beginning of the relevant Interest Period, Euro deposits are offeredto them by the prime banks for a period comparable to such Interest Period andfor an amount comparable to the relevant amount in the European interbankmarket;

 

**“Euro”**or **“€”** means the singlecurrency adopted as legal tender by member States of the European Union inaccordance with legislation of the European Union relating to Economic andMonetary Union ;

 

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**“First Rank Advances”**means the Advances of an amount of principal of €228,673,525.86 onthe Restatement Date, to which the ED S.C.A. Loan and the Second Rank Advancesare subordinated;

 

**“Interest Payment Date”**means 15 January, 15 April, 15 July and 15 October of eachyear, or if one of those dates is not a Business Day, the first Business Dayfollowing the relevant date;

 

**“Manager”** means the Management Company of Euro Disneyland SA, whoseregistered office is at Immeubles Administratifs, Route Nationale 34, 77700Chessy, or any of its successors appointed to the position of manager under the*statuts* of the S.N.C.;

 

**“Payment in Respect ofAdvances”** has the meaning given to it inClause 7 (*Subordination*) ;

 

**“Phase IA AdvancesAmendment and Restatement Agreement”** meansthe agreement dated 1 December 2004 amending and restating the Agreeement.

 

**“Phase IA Credit Amendmentand Restatement Agreement”** means theagreement dated 1 December 2004 amending and restating the Phase IA CreditAgreement;

 

**“Principal Creditor –Principal Creditors”** has the meaning givento it in Clause 7 (*Subordination*);

 

**“Reference Banks”**means each of the following entities, namely CALYON, BNP PARIBAS andCrédit Agricole SA;

 

**“Repayment Date”**means 15 January, 15 April, 15 July and 15 October or,if one of those dates is not a Business Day, the first Business Day followingthe relevant date, of each of the years included in the Repayment Period;

 

**“Repayment Period”**means the period between the 1 January following the accountingperiod in which the S.N.C. has Taxable Income for the first time and the dateon which all Advances have been repaid;

 

**“Restatement Date”** means the date onwhich all conditions precedent specified in Clause 3  (*Conditionsprecedent*) of the Common Agreement Amendment and Restatement andwhich have not been waived by the Agent are satisfied;

 

**“Second Rank Advances”** means theAdvances of an amount of principal of € 76,224,508.62 on the Restatement Date,which are subordinated to the Senior Debt, the First Rank Advances and the EDS.C.A. Loan;

 

**“Senior Debt”**means the amounts in principal, applicable premiums, interest andall other amounts due under:

 

(a)                          indebtedness of the S.N.C. under the Phase IA CreditAgreement ;

 

(b)                         indebtedness of the S.N.C. under the CDC Loan Agreements ;

 

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(c)                          all other indebtedness of the S.N.C. (including third partyindebtedness guaranteed by the S.N.C.) other than the Advances and the EDS.C.A. Loan, whether such indebtedness exists at the date of signature of thisAgreement or is created or contracted for hereafter provided that suchindebtedness is (i) in respect of money borrowed or (ii) evidenced by a note orsimilar instrument issued on the acquisition of property or assets of whatevernature ;

 

(d)                         obligations of the S.N.C. under interest rate swaps or similarcontracts ;

 

(e)                          obligations of the S.N.C. under arbitrage transactions on foreigncurrency or currency swap agreements entered into in respect of any suchindebtedness or obligation ; and

 

(f)                            supplemental agreements, renewals, extensions, amendments andrefinancings of such indebtedness or obligations unless it is provided in theinstrument creating or evidencing that indebtedness or those obligations, orunder which that indebtedness or those obligations exist, that thatindebtedness or those obligations are not to be paid in priority to theAdvances ;

 

**“TARGET Day”** means every whole day on which the Trans-European AutomatedReal-time Gross Settlement Express Transfer payment system is open for the settlementof payments in Euro ;

 

**“Taxable Income”**means the income which is subject to corporate tax, as such incomeis reported in the financial statements of the S.N.C. approved by its statutoryauditors, after recognition of deferred depreciation, or depreciation deemed tobe deferred, if any.

 

**CLAUSE 2****– PARTNERS’ OBLIGATIONS**

 

Every Partner participates in the Advances in theamounts set out in Schedule 1.

 

On the Restatement Date, the total amount of Advancesis € 304,898,034.47.

 

The obligations of each Partner arising from thisAgreement shall be distinct from the obligations of the other Partners and thePartners shall not be jointly liable.

 

None of the provisions of this Agreement, includingthe definitions set out in Clause 1 (*Definitions*)above, shall be considered as broadening, in any manner whatsoever, thecorporate purposes of the S.N.C. or as amending the provisions of its *statuts* relating to the powers of theManager of the S.N.C.

 

**CLAUSE 3****– INTEREST**

 

The interest rate applicable to the Advances shall beequal to three percent (3%) per annum.

 

Subject to the provisions of Clause 7 (*Subordination*) of this Agreement, on eachInterest Payment Date, the S.N.C. shall, in accordance with the provisions ofClause 10 (*Payments*) of thisAgreement, pay to the Partners the accrued interest on the amount of each ofthe Advances.

 

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The interest payable pursuant to this Agreement shallbe calculated by the Agent according to the exact number of days which haveelapsed on the basis of a year having 360 days with 12 months of 30 days each.

 

**CLAUSE 4****–DEFAULT INTEREST**

 

In the event of a failure by the S.N.C. to make anypayment of principal due on an Advance pursuant to this Agreement, or whichwould have been due and payable in the absence of the provisions of Clause 7 (*Subordination*) of this Agreement on aRepayment Date, the S.N.C. shall pay interest on the amount unpaid from suchRepayment Date until the date of effective payment of such amount, from the daywhen the payment should have been made for an initial period of three months,then for successive periods of three months at three-month EURIBOR determined at11 a.m. (Paris time) on the last day of each of these periods, increasedby one percent (1%) per annum.

 

The amount of interest remaining unpaid at the end ofa period of twelve (12) months after its due date shall be capitalised andshall itself bear interest at three-month EURIBOR increased by one percent (1%)per annum.

 

The Agent shall calculate the amount of interest duepursuant to this clause and shall notify the S.N.C. and the Partners of such amount.

 

**CLAUSE 5****– REPAYMENT**

 

**5.1****                             **Subjectto the provisions of clauses 6 (*DeferredPayment*), 7 (*Subordination*)and 8 (*Subordination of the ED S.C.A. Loanto the First Rank Advances and of the Second Rank Advances to the ED S.C.A Loan*)of this Agreement, the Advances will be repaid on every Repayment Date duringthe Repayment Period.

 

The amount of each repayment of theAdvances, for each of the years of the Repayment Period, will be calculatedaccording to the Taxable Income of the S.N.C. in the following manner, and thecorresponding repayment will be made on the relevant Repayment Date :

 

### (A)                              on 15 January of each year (n), an amount equal toone-quarter (1/4) of the Taxable Income of the S.N.C. for the year (n – 2),multiplied by the corporate tax rate applicable during the year (n – 1);

###  

### (B)                                on 15 April of each year (n), an amount equal toone-quarter (1/4) of the Taxable Income of the S.N.C. for the year (n-1),multiplied by the corporate tax rate applicable during the year (n), increased,should the occasion arise, by an amount corresponding to the balance (the “**Balance of Repayment**”) equal to thedifference between, on the one hand, the product of the Taxable Income of theS.N.C. for the year (n – 1) and the corporate tax rate applicable in the year(n – 1) and, on the other hand, the amount of the possible repayments made(with the exception of the Balance of Repayment of 15 April) on 15 April,15 July and 15 October of the year (n – 1) and on 15 January ofthe year (n); if the application of this formula yields a negative amount, norepayment will be made and the absolute value of that amount will be deductedfrom the following repayments;

 

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### (C)                                on 15 July and 15 October of each year (n), an amountequal to one-quarter (1/4) of the Taxable Income of the S.N.C. for the year (n –1) multiplied by the corporate tax rate applicable during the year (n).

###  

The Agent shall calculate the amounts to berepaid by applying the foregoing provisions and shall communicate those amountsto the S.N.C. and to each of the Partners five (5) Business Days before each ofthe relevant Repayment Dates.

 

**5.2****                             **Therepayments will be applied firstly to the First Rank Advances and then to theSecond Rank Advances.

 

**CLAUSE 6****– DEFERRED PAYMENT**

 

**6.1****                             **Aslong as all debt contracted by the S.N.C. in the form of Bank Loans and the CDCLoan Agreements has not been repaid, if, on a Repayment Date, the amount of theAvailable Cashflow of the S.N.C. is less than the amount of the repayments ofAdvances to be made pursuant to Clause 5 (*Repayment*),the amount of repayments shall be reduced accordingly and postponed under theconditions provided for in sub-clause 6.2 below.

 

**6.2****                             **Therepayment of the portion remaining to be repaid shall be deferred to the nextRepayment Date, and the amount carried forward shall bear interest, at EURIBOR,determined at 11 a.m. (Paris time) on the day on which repayment of such amountshould have been made for an initial period of three months, then for eachsuccessive three-month period, at three-month EURIBOR, determined at 11 a.m.(Paris time) on the last day of each of those periods, increased by one percent(1%) per annum.

 

**6.3****                             **TheS.N.C. shall inform the Agent of each deferred payment pursuant to theforegoing provisions at least fifteen (15) Business Days prior to the RepaymentDate in question.  The Agent shall informthe Partners of the deferred payment and of the amount so deferred.

 

In the event of dispute, the S.N.C. shall provide theAgent, upon the Agent’s request, with a certificate from its statutory auditorsattesting to the amount of Available Cashflow on each Repayment Date.

 

**CLAUSE 7****– SUBORDINATION**

 

**7.1**                              Each of the Partners agrees that the indebtedness evidenced by theAdvances and all payments to be made by the S.N.C. in respect of the Advances(the “Payments in Respect of Advances”) are hereby entirely subordinated,within the limits and in the cases provided for in sub-clauses 7.2 and 7.3below, to the Senior Debt, and that such subordination is for the benefit ofall creditors of the S.N.C. under the Senior Debt (the “**Principal Creditor**” or the “**Principal Creditors**”).

 

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**7.2**                              Upon any distribution of assets of the S.N.C. of any kind orcharacter, whether in cash, property or securities, upon any *dissolution* or *liquidation* of the S.N.C., whether voluntary or involuntaryor under any *procedure collective*,*insolvabilité*, *redressement judiciaire*, *liquidation judiciaire* or any otherproceedings having the same effect with respect to the S.N.C., all payments underthe Senior Debt (including, to the extent permitted by law, payments ofinterest after the commencement of any such proceeding at the rate specified inthe applicable Senior Debt) shall be paid in cash, or in any other formsatisfactory to the relevant Principal Creditors, before any of the Partnersshall be entitled to receive any Payment in Respect of Advances.

 

Before any Payment in Respect of Advancesshall be made by the S.N.C., upon any such dissolution or winding up orliquidation, any payment or distribution of assets or of securities of theS.N.C., of any kind or character, to which the Partners would be entitledpursuant to the Advances, except for the provisions of this clause, shall bemade by the S.N.C., by any receiver (*administrateurjudiciaire*), liquidator (*liquidateur*),or any other person responsible for making such payments or distributions,shall be made directly to the Principal Creditors or to their representativesto the extent necessary to make all payments under the Senior Debt in full,after taking into account any concurrent payments or distributions from whichthe Principal Creditors benefit under the Senior Debt.

 

**7.3****                             **Upon the maturity of any Senior Debt, regardless of the cause ofsuch maturity (including the original date of maturity or upon an event ofdefault) all payments due under such Senior Debt shall be paid before anyPayment in Respect of Advances is made by the S.N.C. or any person acting onbehalf of the S.N.C.

 

As a result thereof, in the event that, onthe due date of a Payment in Respect of Advances, the S.N.C. is in default onthe payment of an amount due under the Senior Debt, such Payment in Respect ofAdvances shall not be made prior to the payment by the S.N.C. of any amountthen due under the Senior Debt.

 

Upon the happening of an event of defaultunder any Senior Debt, as defined in the terms of such Senior Debt, permittinga or the Principal Creditor(s) to accelerate the maturity thereof, and, if theevent of default is other than a default in payment relating to that SeniorDebt, upon written notice thereof given to the S.N.C. by a or the PrincipalCreditor(s) or their representatives, then, unless and until such event ofdefault shall have been cured or waived by the relevant Principal Creditors orshall have ceased to exist, no direct or indirect Payment in Respect ofAdvances by or for the account of the S.N.C. or any person acting on behalf ofthe S.N.C. whether pursuant to the terms of this Agreement or otherwise shallbe made.

 

**7.4****                             **Thepresent clause defines the respective rights of the Partners and the PrincipalCreditors.  Nothing in this Agreementshall:

 

### (A)                              affect, as among the S.N.C., its creditors other than the PrincipalCreditors and the Partners, the obligations of the S.N.C. to make all Paymentsin Respect of Advances in accordance with the terms of this Agreement; nor

 

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### (B)                                affect the respective rights of the Partners and of creditorsagainst the S.N.C. other than the Principal Creditors.

###  

**7.5****                             **Noact or failure to act by the S.N.C., or any failure by it to comply with thisAgreement, or any act or failure to act in good faith, by a Principal Creditor,will affect the right of that Principal Creditor to enforce the subordinationof the indebtedness resulting from the granting of the Advances.

 

Without in any way limiting the generalityof the foregoing paragraph, the Principal Creditors may, at any time, withoutthe consent of or any notice to the Partners, and without incurring theresponsibility of the Partners and without affecting or cancelling thesubordination provided in the clause or the obligations of the Partners underthis Agreement towards the Principal Creditors, do any one or more of thefollowing:

 

### (A)                              change the manner, place or conditions of payment or extend the timefor payment of, or renew or amend a Senior Debt, or otherwise amend orsupplement in any other manner a Senior Debt or any instrument evidencing thesame, or any agreement by virtue of which that Senior Debt exists;

###  

### (B)                                sell, exchange, make re-available or negotiate or otherwise dealwith any pledged, mortgaged or otherwise secured asset securing Senior Debt;

###  

### (C)                                release any person liable in any manner for the collection of SeniorDebt; and

###  

### (D)                               exercise or refrain from exercising any rights against the S.N.C. orany other person.

###  

**7.6****                             **Each of the Partners agrees that the provisions of the presentclause are an inducement and consideration to each Principal Creditor toacquire or to retain Senior Debt, whether now existing or hereaftercreated.  Each Principal Creditor shallbe treated as having relied on these provisions to acquire or retain SeniorDebt, whether now existing or hereafter created.

 

**CLAUSE 8****– SUBORDINATION OF THE ED S.C.A. LOAN TO THE FIRST RANK ADVANCES ANDOF THE SECOND RANK ADVANCES TO THE ED S.C.A. LOAN**

 

The ED S.C.A. Loan does not constitute a Senior Debtof the S.N.C.

 

The payment of all sums due and payable in principal,interest, expenses and ancillary costs under the ED S.C.A. Loan is subordinatedto the prior payment of all sums due and payable under the Senior Debt, thenunder the First Rank Advances (including all amounts due under the First RankAdvances and whose payment shall have been deferred pursuant to clause 6 (*Deferred Payment*)**of this Agreement).

 

The provisions of the ED S.C.A. Loan may only beamended by the parties with the prior consent of the Partners.

 

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If, on the due date of an amount due under the EDS.C.A. Loan, the Cashflow Available After Advances of the S.N.C. are notsufficient to allow the full payment of this amount, such amount shall bereduced accordingly and the payment of the unpaid portion shall be deferreduntil the next interest due date (if it is a question of interest) or for threemonths (if it is a question of principal), as long as the Cashflow AvailableAfter Advances is sufficient to allow the payment, failing which the unpaidamounts shall once again be deferred as indicated above.

 

The First Rank Advances shall remain subordinated tothe Senior Debt under the conditions stipulated in clause 7 (*Subordination*) of this Agreement.

 

The Second Rank Advances are subordinated to theSenior Debt, to the First Rank Advances and to the ED S.C.A. Loan (includingthe amounts due under the ED S.C.A. Loan whose payment has been deferred asindicated above), the conditions of this subordination being those stipulatedin clause 7 (*Subordination*) ofthis Agreement; the repayment of the Second Rank Advances shall, where appropriate,be deferred under the conditions stipulated in clause 6 (*Report*) of this Agreement.

 

**CLAUSE 9****– TRANSFER**

 

Each Partner shall be entitled to assign or otherwisetransfer all or part of its participation in the S.N.C. and its rights andobligations under this Agreement, subject to the conditions set out in Article 11of the *statuts* of the S.N.C.

 

If a Partner wishes to assign or transfer all or partof its rights and obligations as provided for above to a third party, theyshall deliver to the Manager of the S.N.C., with a copy to the Agent, acontract signed by the third party by which that third party agrees to adhereto this Agreement and accepts all its provisions.

 

**CLAUSE 10****– PAYMENTS**

 

All payments or repayments to be made by the S.N.C. tothe Partners pursuant to this Agreement shall be made by deposit to the accountdesignated by the Agent.

 

The Agent shall be responsible for allocating betweenthe Partners the amounts so deposited.

 

**CLAUSE 11****– UNDERTAKING**

 

The S.N.C. undertakes to the Partners that, until allof the Advances made by the Partners pursuant to this Agreement have been fullyrepaid, and all the other obligations arising for the S.N.C. from thisAgreement have been satisfied, it will observe and perform the provisions ofthe Covenants.

 

**CLAUSE 12****– AGENT**

 

**12.1****                      **Each Partner hereby designates CALYON as Agent and, to this effect,gives CALYON all powers to effect in its name and in its place all that whichis expressly delegated to it pursuant to the terms of this Agreement as well asthat which is reasonably the result thereof.

 

13

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The Agent, its directors, managing officersor agents shall not be liable for any act or omission within the context ofthis Agreement, except in the event of gross negligence or wilfulmisconduct.  In the same manner, theAgent will not take any initiative, other than to accomplish the tasks whichare expressly consigned to it under this Agreement, but will act in accordancewith the instructions given to it from the Partners acting unanimously,excluding Euro Disneyland Participations S.A., and cannot, in particular,settle any dispute or initiate any proceedings without the expressauthorisation of the Partners.

 

**12.2**                       The Agents may consider each Partner as the holder of all rightsrelating to that Partner’s participation in the Advances pursuant to thisAgreement until it has received notice of a transfer.

 

**12.3****                      **The Agentshall not be liable to the S.N.C or to the Partners with respect to thevalidity or the binding nature of this Agreement.  Furthermore, the Agent shall not be liable(i) to the S.N.C. for any failure on the part of the Partners to perform theirobligations under this Agreement and (ii) to the Partners for any failure onthe part of the S.N.C. to perform its obligations under this Agreement.

 

**12.4**                       The Agent in its capacity as Partner shall have the same rights andobligations pursuant to this Agreement as the other Partners.

 

**12.5****                      **The Agentmay resign from its functions at any time on the condition that it gives thePartners ninety days’ prior notice of such resignation.

 

The Partnersmay terminate the functions of the Agent by a vote representing 85% of theshares of the S.N.C., excluding shares held by the Agent, on the condition ofthe same prior notice of ninety days.

 

Suchresignation or termination cannot take effect before a new Agent has beenappointed and such new Agent has accepted its functions.

 

**12.6****                      **The S.N.C.agrees to remunerate the Agent for its functions as Agent in an amount to beagreed upon in a separate letter.

 

**CLAUSE 13****– NOTICES - COMMUNICATION**

 

All notices, requests or communications which can ormust be made by the Partners to the S.N.C. or by the S.N.C. to the Partnerspursuant to this Agreement shall be made in writing and delivered to the Agentas intermediary.

 

The notices, requests and communications to be madepursuant to this Agreement shall be delivered to the respective addresses ofthe S.N.C. and the Agent appearing at the beginning of this Agreement.

 

**CLAUSE 14****– EFFECTIVE GLOBAL INTEREST RATE**

 

For the purpose of satisfying the provisions of theFrench *Code de la consommation*,it is hereby agreed that the effective global interest rate applicable to anAdvance shall be three percent (3%) per annum.

 

14

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**CLAUSE 15****– APPLICABLE LAW – JURISDICTION**

 

This Agreement is governed by French law.

 

Any dispute arising under this Agreement shall besubmitted to the exclusive jurisdiction of the Tribunal de Commerce de Paris.

 

Amended and restated in Paris

on the Restatement Date

 

15

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**SCHEDULE 1**

 

**Partners**

 
| **BANK**                                                 | ** ** | **AMOUNT (EUR)** | ** ** |
|----------------------------------------------------------|------------|------------------|------------|
| **AXA BANQUE**                                           |       | 3 048 980.34     |       |
| 137 rue Victor Hugo                                      |       |             |       |
| 92687 Levallois Cedex                                    |       |             |       |
| Tel : 33 1 55 62 83 70                                   |       |             |       |
| Fax : 33 1 55 62 81 22                                   |       |             |       |
| Attention: Robert SENEMAUD                               |       |             |       |
| **ABN AMRO BANK**                                        |       | 7 622 450.86     |       |
| 3 Avenue Hoche                                           |       |             |       |
| 75008 Paris                                              |       |             |       |
| Tel : 33 1 56 21 99 56                                   |       |             |       |
| Fax : 33 1 56 87 75 40                                   |       |             |       |
| Attention: Dominique Laurier / Claudie Chevreul          |       |             |       |
| **BANQUE HERVET**                                        |       | 7 622 450.86     |       |
| 184 avenue Frédéric et Irène Joliot-Curie |       |             |       |
| TSA 50003 - 92729 Nanterre Cedex                         |       |             |       |
| Tel : 33 1 57 66 52 54                                   |       |             |       |
| Fax : 33 1 57 66 54 16                                   |       |             |       |
| Attention: Jean MESSINESI                                |       |             |       |
| **BNP PARIBAS**                                          |       | 25 916 332.93    |       |
| 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                 |       |             |       |
| **BRED**                                                 |       | 6 097 960.69     |       |
| 18 quai de la Rapée                                 |       |             |       |
| 75012 Paris                                              |       |             |       |
| Tel : 33 1 40 04 75 58 / 33 1 40 04 74 06                |       |             |       |
| Fax : 33 1 40 04 71 37                                   |       |             |       |
| Attention: Frédérique Berthod / Daniel Roux    |       |             |       |
| **CALYON**                                               |       | 5 793 062.65     |       |
| 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                        |       |             |       |
| **CASDEN BANQUES POPULAIRES**                            |       | 3 048 980,34     |       |
| 91 Cours des Roches                                      |       |             |       |
| 77186 Noisiel                                            |       |             |       |
| Tel : 33 1 64 80 32 74                                   |       |             |       |
| Fax : 33 1 64 62 22 88                                   |       |             |       |
| Attention: Patrick Sebert                                |       |             |       |
| **CIE FINANCIERE DE ROTHSCHILD**                         |       | 7 622 450.86     |       |
| 47, rue du Faubourg St Honoré                       |       |             |       |
| 75008 Paris                                              |       |             |       |
| Tel : 33 1 40 17 25 25                                   |       |             |       |
| Fax : 33 1 40 17 31 10                                   |       |             |       |
| Attention:  Eric Popard                                  |       |             |       |

 

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| **BANK**                                             | ** ** | **AMOUNT (EUR)** | ** ** |
|------------------------------------------------------|------------|------------------|------------|
| **CRCA BRIE**                                        |       | 5 183 266.59     |       |
| 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 ILE DE FRANCE**                               |       | 2 134 286.25     |       |
| 26, quai de la Rapée                            |       |             |       |
| 75012 Paris                                          |       |             |       |
| Tel : 33 1 44 73 31 62 / 33 1 44 73 26 37            |       |             |       |
| Fax : 33 1 44 73 15 02 / 33 1 44 73 15 86            |       |             |       |
| Attention: Ghislaine Soleilhet / Olivier Rabaux      |       |             |       |
| **CREDIT AGRICOLE SA**                               |       | 48 478 787.48    |       |
| C/O 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 |       |             |       |
| **CREDIT FONCIER DE FRANCE**                         |       | 15 244 901.72    |       |
| 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**                               |       | 15 244 901.72    |       |
| 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                            |       |             |       |
| **EURO DISNEYLAND PARTICIPATIONS S.A.S**             |       | 51 832 665.86    |       |
| Immeubles Administartifs                             |       |             |       |
| Route Nationale 34                                   |       |             |       |
| 77000 Chessy                                         |       |             |       |
| Tel : 33 1 64 74 59 45                               |       |             |       |
| Fax : 33 1 64 74 56 36                               |       |             |       |
| Attention: Dominique Le Bourhis                      |       |             |       |
| **FORTIS BANQUE FRANCE**                             |       | 3 963 674.45     |       |
| 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      |       |             |       |
| **NATEXIS BANQUES POPULAIRES**                       |       | 27 440 823.11    |       |
| 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 |       |             |       |

 

17

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| **BANK**                                   | ** ** | **AMOUNT (EUR)**   | ** ** |
|--------------------------------------------|------------|--------------------|------------|
| **KODAK PATHE**                            |       | 30 489 803.45      |       |
| 26, rue Villiot                            |       |               |       |
| 75594 Paris Cedex 12                       |       |               |       |
| Tel : 33 1 40 01 34 99                     |       |               |       |
| Fax : 33 1 40 01 36 44                     |       |               |       |
| Attention: Philippe Gillet                 |       |               |       |
| **SOCIETE DU LOUVRE**                      |       | 30 489 803.45      |       |
| 10 Avenue de Friedland                     |       |               |       |
| 75008 Paris                                |       |               |       |
| Tel : 33 1 45 64 50 00                     |       |               |       |
| Fax : 33 1 42 89 13 10                     |       |               |       |
| Attention: Laurent Aymard                  |       |               |       |
| **SOFINCO**                                |       | 4 573 470.52       |       |
| 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             |       |               |       |
| **STE NANCEENNE VARIN BERNIER**            |       | 3 048 980.34       |       |
| 4, Place André Maginot                |       |               |       |
| 54074 Nancy  Cedex                         |       |               |       |
| Tel : 33 3  83 34 51 16                    |       |               |       |
| Fax : 33 3 83 34 53 25                     |       |               |       |
| **TOTAL**                                  | ** ** | **304 898 034.47** | ** ** |

 

18

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**SCHEDULE ****3**

 

**Legal Opinions**

 

**[The following exhibits only exist inFrench and, absent an English translation, have been summarized as follows:**

 

**(1)****            thelegal opinion of Freshfields Bruckhaus Deringer dated December 1, 2004addressed to BNP Paribas in its capacity as agent for the Phase IA Banks and toCALYON in its capacity as agent for the Phase IA Partners, the Phase IB Banksand the Phase IB Lenders concerning the due authorization and valid existenceof certain entities executing various agreements related to the financialrestructuring of the Company; and**

 

**(2)****            thelegal opinion of Freshfields Bruckhaus Deringer dated December 1, 2004addressed to BNP Paribas and CALYON as agents to certain lenders concerning thedue authorization and valid existence of certain entities signing certainagreements related to the contribution of nearly all of the assets andliabilities of the Company to Euro Disney Associés S.C.A.]**

 

19

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December 1, 2004

 

BNP Paribas

E.C.E.P.

Project Finance

37, place du Marché St-Honoré

75001 Paris

as Agent under the

*Contratd’Ouverture de Crédit Multidevises*

dated September 5, 1989, as amended

among Euro Disney SCA, Euro Disneyland SNC

and various lenders represented by BNPParibas

 

Calyon

9, quai Paul Doumer

92920 Paris La Défense Cedex

as Agent under the

*Contrat d’Avances d’Associés*

dated April 26, 1989, as amended

among Euro Disneyland SNC

and various lenders represented by Calyon;

*Contratd’Ouverture de Crédit*

dated March 25, 1991, as amended

among EDL Hôtels SCA, certain SNCs

and various lenders represented by Calyon; and

*Contrat d’Avances*

dated March 25, 1991, as amended

among certain SNCs, EDL Hôtels SCA asguarantor

and various lenders represented by Calyon.

 

Ladies and Gentlemen:

 

We have acted as special French counsel toThe Walt Disney Company (“TWDC”), Euro Disney Investments, Inc. (“EDI”), EDLSNC Corporation (“EDS”), Euro Disney Investments SAS (“EDI SAS”), EDLCorporation SAS (“EDS SAS”) and Euro Disney Associés SNC (“EDA”) in connectionwith (i) the 2004 Standby Revolving Credit Agreement dated September 30, 2004(the “Standby Credit Agreement”) between TWDC and Euro Disney SCA; (ii) twoshare capital increases of EDA, each in an amount of €192,025,892.32 (includingshare issue premium), subscribed for by EDI and EDS, respectively, by way ofset-off against certain receivables; (iii) a share capital reduction of EDA inan amount of €235,541,130.69; (iv) the contribution (*apport*) by EDI and EDS to EDI SAS and EDS SAS, respectively,of their shares (*parts sociales*)in EDA; and (v) the transformation of EDA into a French *société en commandite par actions*(collectively, the “Transactions”).

 

20

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

 

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

 

(a)                                  a certified copy of the minutes 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 decisionsof September 30, 2004 of the partners of EDA in respect of, among otherthings, two share capital increases and a share capital reduction of EDA andthe approval of EDI SAS and EDS SAS as new partners of EDA);

 

(c)                                  a certified copy of the *statuts*(by-laws) of EDA, up-to-date as of September 30, 2004 (after the decisionsof September 30, 2004 of the sole shareholder of each of EDI SAS and EDSSAS in respect of, among other things, the contribution by EDI and EDS to EDISAS and EDS SAS, respectively, of their shares (*parts sociales*) in EDA; and before the transformation of EDAinto a *société en commandite par actions*);

 

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

 

(e)                                  an *extrait K-bis* datedNovember 26, 2004 from the *Registre ducommerce et des sociétés* of Meaux with respect to each of EDI SAS,EDS SAS and Euro Disney Associés SCA;

 

(f)                                    a certified copy 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;

 

(g)                                 a certified copy of the reports issued by PricewaterhouseCoopersAudit dated September 30, 2004 certifying the accuracy of the statementsof 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;

 

(h)                                 a certified copy of the minutes of the decisions of September 30,2004 of the partners of EDA in respect of, among other things, the two sharecapital increases of EDA, in an aggregate amount of €384,051,784.64 (includingshare issue premium) subscribed for by EDI and EDS; the share capital reductionof EDA in an amount of €235,541,130.69; and the approval of EDI SAS and EDS SASas new partners of EDA;

 

21

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

 

(j)                                     a certified copy of the report by Dominique Ledouble and Jean-PierreColle, acting as contribution appraisers (*commissairesaux apports*), dated September 22, 2004, relating to thecontribution by EDI to EDI SAS of its shares (*partssociales*) in EDA, and the related certificate of filing of suchreport dated September 22, 2004 from the *Registredu commerce et des sociétés* of Meaux;

 

(k)                                  a certified copy of the minutes of the decisions of September 30,2004 of the sole shareholder of EDI SAS, in respect of, among other things, thecontribution by EDI to EDI SAS of its shares (*partssociales*) in EDA and the related share capital increase of EDI SAS;

 

(l)                                     a certified copy of the certificate issued by EDA’s *Gérant* dated September 30, 2004certifying delivery by EDI SAS of the Contribution Agreement at the registeredoffice of EDA;

 

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

 

(n)                                 a certified copy of the report by Dominique Ledouble and Jean-PierreColle, acting as contribution appraisers (*commissairesaux apports*), dated September 22, 2004, relating to thecontribution by EDS to EDS SAS of its shares (*partssociales*) in EDA, and the related certificate of filing of suchreport dated September 22, 2004 from the *Registredu commerce et des sociétés* of Meaux;

 

(o)                                 a certified copy of the minutes of the decisions of September 30,2004 of the sole shareholder of EDS SAS, in respect of, among other things, thecontribution by EDS to EDS SAS of its shares (*partssociales*) in EDA and the related share capital increase of EDS SAS;

 

(p)                                 a certified copy of the certificate issued by EDA’s *Gérant* dated September 30, 2004certifying the delivery by EDS SAS of the Contribution Agreement at theregistered office of EDA;

 

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

 

(r)                                    a certified copy of the Standby Credit Agreement.

 

The opinions below are given solely on thebasis of the laws of the French Republic as currently in effect and we havemade no investigation of any other laws which may be relevant to the Documents,any transaction contemplated therein (including the Transactions) and/or theopinions below.  In addition, theopinions below do not and shall not purport to address any tax aspect ortreatment of the Documents or any transactions contemplated therein (includingthe Transactions) or the tax position of any of the parties to the Documents.

 

22

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

 

(1)                                  the authenticity of all documents submitted to us as originals andthe conformity to the originals of all documents submitted to us as copies;

 

(2)                                  that each of the parties to each of the Documents (other than EDISAS and EDS SAS) is and was at the time of the Transactions duly incorporatedand validly existing and has and had at the time of the Transactions thecorporate power and authority to enter into the Documents to which it is aparty;

 

(3)                                  that the execution, delivery and performance of each of theDocuments by each of the parties thereto (other than EDI SAS and EDS SAS) wereduly and validly authorized by all necessary corporate action in accordancewith any applicable laws;

 

(4)                                  that each of the Documents has been duly executed and delivered byall parties thereto (other than EDI SAS and EDS SAS); and

 

(5)                                  the accuracy and completeness at all relevant times of thestatements of fact (including without limitation representations and warrantiesto the extent they relate to matters of fact) contained in the Documents.

 

Based on the foregoing and subject to thequalifications set forth below, we are of the opinion that:

 

1.                                       On November 26, 2004, each of EDI SAS and EDS SAS was validlyexisting as a French *société par actionssimplifiée*.

 

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

 

3.                                       On September, 30, 2004 at 4:30 p.m. (Paris time), the two sharecapital increases of EDA each in an amount of €192,025,892.32 (including shareissue premium), were duly authorized by all requisite actions of EDA’scorporate bodies and the corresponding 1,133,176,122 shares (*parts sociales*) of EDA issued to each ofEDI and EDS were duly authorized and validly issued.

 

4.                                       On September, 30, 2004 at 4:30 p.m. (Paris time) and immediatelyfollowing the two share capital increases referred to in paragraph 3 above, theshare capital reduction of EDA in an amount of €235,541,130.69 was dulyauthorized by all requisite actions of EDA’s corporate bodies.

 

23

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5.                                       On September 30, 2004 at 5 p.m. (Paris time), the contribution(*apport*) by EDI to EDI SAS of366,659,494 shares (*parts sociales*)of EDA was duly authorized by all requisite actions of EDI SAS’s corporatebodies and the corresponding shares in EDI SAS were duly authorized and validlyissued.

 

6.                                       On September 30, 2004 at 5:15 p.m. (Paris time), thecontribution *(apport)*by EDS toEDS SAS of 366,659,494 shares *(partssociales)*of EDA was duly authorized by all requisite actions of EDSSAS’s corporate bodies and the corresponding shares in EDS SAS were dulyauthorized and validly issued.

 

7.                                       On September 30, 2004 at 6 p.m. (Paris time), thetransformation of EDA into a French *sociétéen commandite par actions* was duly authorized by all requisiteactions of EDA’s corporate bodies.

 

8.                                       The Standby Credit Agreement constitutes valid and bindingobligations of TWDC, enforceable against it in accordance with its terms.

 

The opinions set forth above are subject tothe following qualifications:

 

A.                                      In rendering our opinions in paragraphs 1. and 2. above, wehave relied without independent investigation solely on each of the applicablethe *extrait K-bis* referred to inparagraph (e) of the list of documents examined by us, and we express suchopinion solely as of the date of such *extraitK-bis*.

 

B.                                        In rendering our opinions in paragraphs 3. and 4. above, wehave relied without independent investigation solely on the documents referredto in paragraphs (a), (f), (g) and (h) of the list of documents examined by us;

 

C.                                        In rendering our opinions in paragraph 5. above, we have reliedwithout independent investigation solely on the documents referred to inparagraphs (i), (j), (k) and (l) of the list of documents examined by us;

 

D.                                       In rendering our opinions in paragraph 6. above, we have reliedwithout independent investigation solely on the documents referred to inparagraphs (m), (n), (o) and (p) of the list of documents examined by us;

 

24

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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, 2003) has taken the position that it is not possible in an *société par actions simplifiée* with asingle shareholder for the sole shareholder to vote on a contribution in kindmade by such shareholder to the *société paractions simplifiée*.  Mr. LeCannu’s analysis is based on Article L.225-10 of the French *Code de commerce* governing *sociétés anonymes*, which provides that ashareholder making a contribution in kind to a *sociétéanonyme* may not vote at a shareholders meeting on the proposedapproval of such contribution, and on Article L.227-1 of the French *Code de commerce* according to whichprovisions applicable to *sociétés anonymes*are applicable to *sociétés par actionssimplifiées* to the extent they are compatible with specific rulesgoverning *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 *sociétés par actions simpifiées* with asingle shareholder, as otherwise such shareholder would be prohibited frommaking any contribution in kind to the company, a result so extraordinary thatin our opinion it could result only from a specific legal provision to thateffect.  We note that Mr. Le Cannu concurred with ourconclusion in a prior publication (Paul Le Cannu, *Encyclopédie Dalloz*, *Répertoirede droit des sociétés*,*Sociétéspar actions simplifiées*, No. 238, 2000);

 

F.                                         In rendering our opinions in paragraph 7 above, we hare reliedwithout independent investigation solely on the document referred to inparagraph (q) of the list of documents examined by us;

 

G.                                        We do not express any opinion as to whether the second sentence of Section 2.3.1of the Standby Credit Agreement is valid, binding or enforceable under Frenchlaw;

 

H.                                       Insofar as the foregoing opinions relate to the validity, bindingeffect or enforceability of any agreement or obligation of TWDC, (a) we haveassumed that TWDC and any other party to such agreement or obligation hassatisfied those legal requirements that are applicable to it to the extentnecessary to make such agreement or obligation enforceable against it and (b)such opinions are subject to applicable bankruptcy, insolvency, reorganization,moratorium and other similar laws affecting creditors rights generally;

 

I.                                            We express no opinion as to the availability of the remedy ofspecific performance or any remedies other than those culminating in a judgmentfor the payment of money as contemplated by Section 1142 of the French *Code civil*;

 

J.                                           In respect of payment obligations, French courts have the power, inlight of the debtor’s position and the creditor’s needs, to defer or otherwisereschedule payment dates pursuant to Section 1244-1 of the French *Code civil*, which also permits Frenchcourts to decide that any amounts so deferred or rescheduled will bear interestat a rate lower than rate previously agreed among the parties and/or thatpayments will be first applied towards repayment of principal;

 

25

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K.                                       A French court may require the Standby Credit Agreement to betranslated into the French language by a sworn translator (*traducteur assermenté*) as a condition toits admissibility into evidence or before deeming it to be in proper form forenforcement; and

 

L.                                         Under the French *Code général desimpôts*, a stamp tax of a nominal amount is due in respect of anywritten agreement or other instrument documenting an obligation to pay money,before use of such agreement or instrument can be made in the French Republic,whether in a public act, a declaration of any kind, or in dealing with anygovernmental authority, incuding the courts of the French Republic.

 

We are rendering this opinion in ourcapacity as Avocats au Barreau de Paris. This opinion is addressed to BNP Paribas and Calyon solely for BNPParibas’ and Calyon’s own use and that of the lenders that they respectivelyrepresent as Agent under the *Contrat d’Ouverturede Crédit Multidevises*dated September 5, 1989, as amended; the*Contrat d’Avances d’Associés*datedApril 26, 1989, as amended; the *Contratd’Ouverture de Crédit* dated March 25, 1991, as amended; and the*Contrat d’Avances*dated March 25,1991, as amended, and for the purpose of the *Conventionde Modifications et de Réitération – Crédit Phase IA*dated December 1,2004, among Euro Disney SCA, Euro Disneyland SNC and various lenders representedby BNP Paribas; the Convention de *Modificationset de Réitération – Avances Phase IA*dated December 1, 2004among Euro Disneyland SNC and various lenders represented by Calyon; the *Convention de Modifications et de Réitération –Crédit Phase IB*dated December 1, 2004 among EDL Hotels SCA,certain SNCs and various lenders represented by Calyon; and the*Convention de Modifications et de Réitération –Avances Phase IB* among certain SNCs, EDL Hotels SCA as guarantor andvarious lenders represented by Calyon. This opinion is not to be used, quoted, communicated, circulated orotherwise disseminated or referred to for any other purpose and may not berelied upon by anyone else; provided, however, that a copy of this opinion maybe shown to Caisse des Dépôts et Consignations. We assume no obligation to advise you or to make any investigations asto any legal developments or factual matters arising subsequent to the datehereof that might affect the opinions expressed herein.  This opinion is limited to the mattersexpressly stated herein and does not extend to, and is not to be read asextended by implication to any other matter.

 

 

# **Verytruly yours,**

# ** **

# **CLEARY, GOTTLIEB, STEEN & HAMILTON**

# ** **

| **By:**                         | ** ** | ** ** | ** ** |
|---------------------------------|------------|------------|------------|
| ** **                      | ** ** |
| Fabrice  Baumgartner, a Partner |       |

 

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December 1, 2004

 

BNP Paribas

E.C.E.P.

Project Finance

37, place du Marché St-Honoré

75001 Paris

as Agent under the

# ***Contrat d’Ouverture de Crédit Multidevises***

dated September 5, 1989, as amended

among Euro Disney SCA, Euro Disneyland SNC

and various lenders represented by BNPParibas

 

Calyon

9, quai Paul Doumer

92920 Paris La Défense Cedex

as Agent under the

*Contrat d’Avances d’Associés*

dated April 26, 2989, as amended

among Euro Disneyland SNC

and various lenders represented by Calyon;

*Contrat d’Ouverture deCrédit*

dated March 25, 1991, as amended

among EDL Hôtels SCA, certain SNCs

and various lenders represented by Calyon;and

*Contrat d’Avances*

dated March 25, 1991, as amended

among certain SNCs, EDL Hôtels SCA asguarantor

and various lenders represented by Calyon.

 

Ladies and Gentlemen:

 

We have acted as special U.S. counsel toThe Walt Disney Company (“TWDC), Disney Enterprises, Inc. (“DEI”), Euro DisneyInvestments, Inc. (“EDI”) and EDL SNC Corporation (“EDS”) in connection with(i) the 2004 Standby Revolving Credit Agreement dated September 30, 2004(the “Standby Credit Agreement”) between TWDC and Euro Disney SCA; (ii) certainundertaking letters (the “Undertaking Letters”) of TWDC copies of which areattached to this letter; (iii) an undertaking letter (the “DEI UndertakingLetter”) of DEI a copy of which is attached to this letter;  (iv) the subscription by way of set-offagainst certain receivables by EDI and EDS to two share capital increases ofEuro Disney Associés SNC (“EDA”) in the amount of €192,025,892.32 (includingshare issue premium) each; and (v) the contribution (*apport*) by EDI and EDS to EDI SAS and EDS SAS, respectively,of their shares (*parts sociales*)in EDA.

 

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

 

In arriving at the opinions expressedbelow, we have reviewed and relied upon the following documents:

 

(s)                                  copies of the by-laws of each of TWDC, DEI, EDI and EDS, certifiedby each of their respective corporate secretaries;

 

(t)                                    copies of the certificates of incorporation of each of TWDC, DEI,EDI and EDS, certified by the Secretary of State of the State of Delaware or bytheir respective corporate secretaries;

 

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

 

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

 

(w)                               an executed copy of the Standby Credit Agreement; and

 

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

 

The Standby Credit Agreement, the Undertaking Letters,DEI Undertaking Letter, the EDI Contribution Agreement and the EDS ContributionAgreement are referred to collectively as the “Documents.”

 

In addition, we have reviewed the originalsor copies certified or otherwise identified to our satisfaction of all suchcorporate records of TWDC, DEI, EDI and EDS and such other instruments andother certificates of public officials, officers and representatives of TWDC,DEI, EDI and EDS and such other persons, and we have made such investigationsof law, as we have deemed appropriate as a basis for the opinions expressedbelow.

 

In rendering the opinions expressed below,we have assumed the authenticity of all documents submitted to us as originalsand the conformity to the originals of all documents submitted to us ascopies.  In addition, we have assumed andhave not verified the accuracy as to factual matters of each document we havereviewed (including, without limitation, the accuracy as to factual matters ofthe representations and warranties of TWDC, DEI, EDI and EDS contained in thevarious agreements that we have reviewed).

 

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Based on the foregoing and subject to thequalifications set forth below, we are of the opinion 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.               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, do not result in the violation or breach of anyprovision of their respective certificates of incorporation or by-laws or ofany provision of the laws of the State of New York or the United Statesapplicable to each of TWDC, DEI, EDI and EDS (except for the purposes of thisparagraph we express no opinion as to any U.S. federal securities laws or anystate securities laws or Blue Sky laws).

 

8.               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, do not require any consent, approval, authorization,registration or qualification of or with any governmental authority of theUnited States or the State of New York (except for the purposes of thisparagraph we express no opinion as to any consent, approval, authorization,registration or qualification that may be required under U.S. federalsecurities laws or state securities laws or Blue Sky laws).

 

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9.               Afinal, conclusive judgment for the payment of a sum of money of the *Tribunal de Commerce de Paris* that isenforceable in France against TWDC in respect of the Standby Credit Agreementwill be enforced by any court of the State of New York, and any U.S. federalcourt sitting in the State of New York, without review of the merits, unless:

 

(i)                         the judgment was rendered under a system that does not provideimpartial tribunals or procedures compatible with the requirements of dueprocess 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 tothe public policy of the State of New York;

 

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

 

(vii)               theproceeding was contrary to an agreement between the parties under which thedispute in question was to be settled otherwise than by proceedings in the *Tribunal de Commerce de Paris*; or

 

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

 

Insofar as the foregoing opinions relate tothe valid existence and good standing of TWDC, DEI, EDI and EDS, they are basedsolely on a certificate of good standing received from the Secretary of Stateof the State of Delaware and on a telephonic confirmation from such Secretaryof State.  Insofar as the foregoingopinions relate to the validity, binding effect or enforceability of anyagreement or obligation of TWDC or DEI, (a) we have assumed that each otherparty to such agreement has satisfied those legal requirements that areapplicable to it to the extent necessary to make such agreement enforceableagainst it (except that no such assumption is made as to TWDC or DEI regardingmatters of the General Corporation Law of the State of Delaware or the law ofthe State of New York that in our experience are normally applicable to generalbusiness entities with respect to such agreement or obligation), and (b) suchopinions are subject to applicable bankruptcy, insolvency and similar lawsaffecting creditors’ rights generally and to general principles of equity.

 

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In rendering the opinions expressed inparagraphs 7 and 8, we express no opinion as to any violation of, or anyconsent, approval, authorization, registration or qualification required under,any law or regulations which may have become applicable to TWDC, DEI, EDI andEDS as a result of the involvement of other parties in the transactionsreferred to in the Documents to which each is a party because of their legal orregulatory status or because of any other facts specifically pertaining tothem.  In addition, the opinionsexpressed in such paragraphs 7 and 8 relate only to those laws and regulationsthat, in our experience, are normally applicable to transactions of the typereferred to in the Documents to which each is a party.

 

We note that (i) provisions in anyagreement by which a party submits to the general jurisdiction of the courts ofthe State of New York, the U.S. federal courts sitting in the State of New Yorkare subject to the applicable limitations on the competent jurisdiction of suchcourts; and (ii) we express no opinion as to the subject matter jurisdiction ofany U.S. federal court to adjudicate any action between two parties neither ofwhich is a citizen of any U.S. state for purposes of 28 U.S.C. Sec. 1332

 

We note that the designation under theUndertaking Letters and the DEI Undertaking Letter of the U.S. federal courtslocated in the State of New York as the venue for actions or proceedings withrespect thereto or any proceeding to execute or otherwise enforce any judgmentin respect of any breach thereof (notwithstanding the waiver therein) issubject to the power of such courts to transfer actions pursuant to 28 U.S.C.§1404(a) or to dismiss such actions or proceedings on the ground that such afederal court is an inconvenient forum for such an action or proceeding.

 

We note that effective enforcement of aforeign currency claim in the New York State courts or the U.S. federal courtssitting in the State of New York may be limited by requirements that the claim(or a foreign currency judgment in respect of the claim) be converted intoUnited States dollars at the rate of exchange prevailing on a specified date.

 

The foregoing opinions are limited to thelaw of the State of New York, the federal laws of the United States of Americaand the General Corporation Law of the State of Delaware.

 

This opinionis addressed to BNP Paribas and Calyon solely for BNP Paribas’ and Calyon’s ownuse and that of the lenders that they respectively represent as Agent under theContrat d’Ouverture de Crédit Multidevises dated September 5, 1989, asamended; the Contrat d’Avances d’Associés dated April 26, 2989, asamended; the Contrat d’Ouverture de Crédit dated March 25, 1991, asamended; and the Contrat d’Avances dated March 25, 1991, as amended, andfor the purpose of the Convention de Modification et de Réitération – CréditPhase IA dated December 1, 2004, among Euro Disney SCA, Euro DisneyAssociés SCA, Euro Disneyland SNC, the Agent and various lenders represented byBNP Paribas; the Convention de Modification et de Réitération – Avances PhaseIA 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 SCA, certain SNCsand various lenders represented by Calyon; and the Convention de Modificationet de Réitération – Avances Phase IB among certain SNCs, EDL Hotels SCA asguarantor and various lenders represented by Calyon.  This opinion is not to be used, quoted,communicated, circulated or otherwise disseminated or referred to for any otherpurpose and may not be relied upon by anyone other than the Agent or suchlenders; provided, however, that a copy of this opinion may be shown to Caissedes Dépôts et Consignations.  We assumeno obligation to advise you or to make any investigations as to any legaldevelopments or factual matters arising subsequent to the date hereof thatmight affect the opinions expressed herein.

 

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Very truly yours,

 

CLEARY, GOTTLIEB, STEEN & HAMILTON

 
| By:                          |   |   |   |
|------------------------------|--------|--------|--------|
| Andrew  Bernstein, a Partner |   |

 

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