**Exhibit 4.22**

 

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**AMENDED AND RESTATED AGREEMENTON**

 

 

**THE GRANTING OF PARTICIPATINGLOANS**

 

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**DATED 1 DECEMBER 2004**

 

**BETWEEN**

 

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

 

**AND**

 

**EURO DISNEYLAND S.N.C.**

 

as Borrowers

 

**AND**

 

**LA CAISSEDES DÉPÔTS ET CONSIGNATIONS.**

 

as Lender

 

 

 

**LAW FIRM AT THE COURT OF PARIS**

**26, cours Albert 1er 75008 Paris Tel. +33 (0)1 40 75 60 00Fax +33 (0)1 43 59 37 79**

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

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**BETWEENTHE UNDERSIGNED**

 

**1.****                           ****EURO DISNEY S.C.A.**, a *société encommandite par actions* [French limited partnership] with a sharecapital of € 10,826,802.92, which registered office is at ImmeublesAdministratifs, Route Nationale 34, 77700 Chessy, entered in the Meaux TradeRegister under number 334 173 887, represented by Mr. Jeffrey R. Speed, dulyauthorised for the purpose hereof,

 

hereinafter “**Euro DisneyS.C.A.**”, and until completion of the Transfer, the “**Operating Company**”

 

**2.****                           ****EURO DISNEYLAND S.N.C.**, a *société ennom collectif* [general partnership] with a share capital of €152,000, which registered office is at Immeubles Administratifs, RouteNationale 34, 77700 Chessy, entered in the Meaux Trade Register under number350 141 818, represented by Mr. Dominique Le Bourhis, duly authorised for thepurpose hereof,

 

hereinafter the “**Finance Company**”

 

**3.****                           ****LA CAISSE DES DÉPÔTS ETCONSIGNATIONS**, an *établissement public à statut special* constituted pursuantto the law of 28 April 1816, codified under article L. 518-7 *et seq.* of the monetary and financial Code, which main officeis situated at 56, rue de Lille, 75007 Paris, represented by Mr. Jean-Françoisde Caffarelli, duly authorised for the purpose hereof,

 

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

 

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**TABLE OF CONTENTS**

 
| **ARTICLE 1.**  | **DEFINITIONS**                                        | ** ** |
|-----------------|--------------------------------------------------------|------------|
| ** **      | ** **                                             | ** ** |
| **ARTICLE 2.**  | **TOTAL MAXIMUM PRINCIPAL AMOUNT**                     | ** ** |
| ** **      | ** **                                             | ** ** |
| **ARTICLE 3.**  | **PAYMENT  OF INTEREST – REPAYMENT OF PRINCIPAL** | ** ** |
| ** **      | ** **                                             | ** ** |
| **ARTICLE 4.**  | **PREPAYMENT**                                         | ** ** |
| ** **      | ** **                                             | ** ** |
| **ARTICLE 5.**  | **BORROWERS – SEPARATE OBLIGATIONS**              | ** ** |
| ** **      | ** **                                             | ** ** |
| **ARTICLE 6.**  | **WAIVER OF RECOURSE**                                 | ** ** |
| ** **      | ** **                                             | ** ** |
| **ARTICLE 7.**  | **REPRESENTATIONS AND WARRANTIES**                     | ** ** |
| ** **      | ** **                                             | ** ** |
| **ARTICLE 8.**  | **COVENANTS**                                          | ** ** |
| ** **      | ** **                                             | ** ** |
| **ARTICLE 9.**  | **SUBORDINATION  OF THE PARTICIPATING LOANS**          | ** ** |
| ** **      | ** **                                             | ** ** |
| **ARTICLE 10.** | **EVENTS  OF DEFAULT**                                 | ** ** |
| ** **      | ** **                                             | ** ** |
| **ARTICLE 11.** | **CONFIDENTIALITY**                                    | ** ** |
| ** **      | ** **                                             | ** ** |
| **ARTICLE 12.** | **MISCELLANEOUS**                                      | ** ** |

 

**LIST OFANNEXES**

 
| **ANNEX I** | Repayment and Interest Payment Schedules  for Participating Loans |
|-------------|-------------------------------------------------------------------|
| ** **  |                                                              |
| ** **  | •                                                            | Applicable schedule to the Participating Loan  to the Operating Company |
| ** **  |                                                              |   |
| ** **  | •                                                            | Applicable schedule to the Participating  Loan to the Finance Company |

 

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**WHEREAS:**

 

**(A)**       In accordance with the provisions of theagreement entitled “Agreement for the Creation and Operation of Euro Disneylandin France” entered into with the French Government on 24 March 1987 (the “**Master Agreement**”), the Borrowers were set up in order toimplement and operate the “Euro Disneyland” project involving the constructionof a theme park situated in Marne-la-Vallée (the “**DisneylandPark**”) and its peripheral development (the “**Project**”).

 

CDC agreed to grant the Borrowers loans for the part financing of PhaseIA of the Project. These loans include two participating loans for which thetotal principal amount as at 30 September 2004 was four hundred and two millionseven hundred and twelve thousand nine hundred and forty euros and seventy ninecents (€402,712,940.79) (the “**Participating Loans**”),which are broken down as follows:

 

•                  a Participating Loan for which thetotal principal amount as at 30 September 2004, was one hundred andtwenty-eight million two hundred and ninety-four thousand nine hundred andninety-four euros and ninety-four cents (€128,294,994.94), granted by CDC tothe Operating Company under the terms of a Participating Loan Agreement dated 7May 1992 as modified and amended (the “**Participating Loan to theOperating Company**”);

 

•                  a Participating Loan for which thetotal principal amount as at 30 September 2004 was two hundred and seventy-fourmillion four hundred and seventeen thousand nine hundred and forty-five eurosand eighty-five cents (€274,417,945.85), granted by CDC to the OperatingCompany under the terms of three Participating Loan Agreements dated 25November 1989, 30 May 1990 and 19 November 1990, as modified and amended (the “**Participating Loan to the Finance Company**”).

 

The above amounts take into account the conversion of a proportion ofthe Participating Loans granted to the Finance Company (without changing thedebtor) into Ordinary Loans in the total amount of €125,000,000 (one hundredand twenty-five million euros), as described in paragraph (C) of this introduction.

 

**(B)**       The terms and conditions applicable to theParticipating Loans were laid down in an agreement on the granting ofparticipating loans dated 17 May 1989 (the “**Agreement onthe Granting of Participating Loans**”) as amended by a supplementalagreement no. 1 dated 10 August 1994 and a supplemental agreement no. 2 dated30 September 1999 (these amendments being referred hereinafter as the “**Amendments**”). At the same time as the aforementionedsupplemental agreement no. 1 was signed, a common agreement was entered intoamong the banks party to the Phase IA Loan Agreement, CDC, the partners of EuroDisneyland S.N.C. party to the Phase IA Partners Advances Agreement, the banksparty to the Phase IB Loan Agreement, the partners of the Hotel SNCs and the lendersparty to the Phase IB Advances Agreement on the one hand (the “**Creditors**”), CDC, BNP****Paribas andCalyon as agents on the other hand and Euro Disney S.C.A., Euro DisneylandS.N.C. and other companies of the Euro Disney Group (the “**CommonAgreement**”).

 

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The various provisions of the Common Agreement include a certain numberof Common Undertakings signed by Euro Disney S.C.A., Euro Disneyland S.N.C. andother companies of the Euro Disney Group vis-à-vis the Creditors. The CommonAgreement dated 10 August 1994 has been amended and restated pursuant to theterms of an agreement dated today, to which Euro Disney Associés is also aparty (the “**Amended and Restated Common Agreement**”).

 

**(C)**       As a result of financial difficultiesexperienced by the Euro Disney Group, Euro Disney S.C.A, Euro DisneylandS.N.C., EDL Hôtels S.C.A, the Hotel SNCs, The Walt Disney Company, CDC alongwith the banks party to the Phase IA Loan Agreement, the banks party to thePhase IB Loan Agreement and the Phase IA Partners and the Phase IB Lenders, asrepresented by their respective agents BNP Paribas and Calyon, came togetherwith a view to drawing up, on 8 June 2004, a memorandum of agreement for thepurpose of agreeing on the necessary measures for restoring its financialbalance the terms of which had been approved by the steering committee thenamended pursuant to a letter dated 20 September 2004 addressed by Euro DisneyS.C.A. to the Creditors, said memorandum as amended by the aforementionedletter having been agreed upon by all parties pursuant to a letter dated 30September 2004 (the “**Memorandum of Agreement**”).

 

The main purpose of theMemorandum of Agreement, in relation to the Participating Loans, is:

 

(i)                           to reschedule the repayments for theParticipating Loans for which a new schedule based on a semi-annual or annualrepayments, as the case may be, is given in Annex I attached hereto;

 

(ii)                        to make provision for contractualprovisions in connection with the servicing of the Participating Loans untilthe Realisation of Capital Increase Date;

 

(iii)                     to convert the Participating Loangranted to the Finance Company (without changing the debtor) into an OrdinaryLoan of a total amount of €125,000,000 (one hundred and twenty-five millioneuros);

 

(iv)                    to make provision for the transfer,by Euro Disney S.C.A. to Euro Disney Associés, of the Participating Loan to theOperating Company on the date of completion of the contribution agreed betweenthe Euro Disney S.C.A. and Euro Disney Associés (subject to the rules governingdemergers and without entailing a squeeze out) for all or almost all of theassets and liabilities of Euro Disney S.C.A. to Euro Disney Associés under thecontribution agreement entered into between Euro Disney S.C.A. and Euro DisneyAssociés on 30 September 2004, as amended on 8 November 2004 (the “**Transfer**”); and

 

(v)                       to make provision for an increase inthe interest rates applicable to the Participating Loans.

 

**(D)****      **As a consequence of the execution ofthe Memorandum Agreement and for the purpose of implementing it, the Agreementon the Granting of Participating Loans will have to be amended; in addition,the parties hereto wish to dispose of a version of the Agreement on theGranting of Ordinary Loans inclusive of the Amendments and that deletes fromits text any historic provision that has become obsolete, that updates certainobsolete references, that clarifies the drafting of certain provisions, thatreflects the consequences of the Transfer and that harmonizes certain terms ofthe Agreement on the Granting of Ordinary Loans with the rest of thedocumentation relating to the Project.

 

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**(E)****       **The purpose of this agreement is tomaterially integrate the Agreement on the Granting of Participating Loans andthe amendments set forth in paragraph (D) above and to restate the Agreement onthe Granting of Ordinary Loans in all its provisions that have not been amendedby this agreement.

 

**NOWTHEREFORE THE PARTIES AGREE AS FOLLOWS**

 

**ARTICLE 1.****      ****DEFINITIONS**

 

The words andexpressions defined in this agreement will have the meaning given to it in thisagreement.

 

“**Agreement on the Granting of Ordinary Loans**” means theagreement dated 17 May 1989, as amended by a supplemental agreement no.1 on 10August 1994 and by a supplemental agreement no. 2 on 30 September 1999 and asamended and restated pursuant to an agreement dated as of the date hereof,between the Borrowers and CDC, pursuant to which agreement CDC is makingavailable to the Borrowers the ordinary loans (the “**OrdinaryLoans**”).

 

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

 

**“Amendedand Restated Agreement on the Granting of Participating Loans**” means this agreement.

 

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

 

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

 

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

 

“**Borrowers**” means the Operating Company and the FinanceCompany and “**Borrower**” means any one of them.

 

“**Cash Pledge**” has the meaning given to it in Article 3.2.2.

 

“**CDC Agreements**” means the Agreement on the Granting ofOrdinary Loans and the Amended and Restated Agreement on the Granting ofParticipating Loans.

 

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“**CDC Loans Agreements Second Park**” means the loan agreements– tranches A, B, C and D – entered into on 30 September 1999 between theOperating Company and CDC, as amended and restated as of 1 December 2004, andthe loan agreement with respect to tranche E to be entered into on theRealisation of Capital Increase Date at the latest.

 

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

 

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

 

“**EURIBOR**” means, in relation to any Interest Period under theParticipating Loans, the euro interbank rate expressed in the form of an annualrate, as displayed on the TELERATE screen page 248 by the European BankingFederation, at around 11h00 (Brussels time) two (2) Target Days before thefirst day of said Interest Period (or, if this date of calculation is not aWorking Day, the first Working Day which is at least two (2) Target Days beforethe first day of said Interest Period) on which interbank deposits in euro areoffered between leading banks within the euro zone for a period of time equalto said Interest Period.

 

If this rateis not displayed on the TELERATE screen or at the EURIBOR page of Reuters, itwill be replaced by a rate calculated by CDC, which equals the arithmeticaverage (rounded up, where necessary, to the next sixteenth of a percent) ofthe annual rates quoted at the request of CDC by the Reference Banks at around15h00 (Brussels time) two (2) Target Days before the first day of the InterestPeriod in question (or if this date of calculation is not a Working Day, thefirst Working Day which is at least two (2) Target Days before the first day ofthis Interest Period) on which deposits in euro are offered by the ReferenceBanks to leading banks in the euro zone interbank market for a period of timeequal to the Interest Period in question and starting on the first day of thisInterest Period and for an amount comparable to the amount to be financed, itbeing specified that if a Reference Bank does not quote rates at the request ofCDC, this rate will be determined by CDC under the conditions laid down in thisparagraph on the basis of the rates quoted by at least two other ReferenceBanks. If no Reference Bank quotes rates at the request of CDC, or if just oneReference Bank does so, the interest rate to be applied for the Interest Periodin question will be CDC’s cost of refinancing on the interbank market for thesums for which the EURIBOR is applied on the date at which such interest rateis determined.

 

“**Euro Disney Associés**” means Euro Disney Associés, *société en commandite par actions* [partnership limited] witha share capital of €109,997,848.20, whose registered office is at ImmeublesAdministratifs, Route Nationale 34, 77700 Chessy, entered in the Meaux TradeRegister under number 397 471 822, a company required to apply this agreement,as it concerns the Operating Company, at the time of the Transfer. It isspecified that until 30 September 2004, Euro Disney Associés existed under theform of a *société en nom collectif* [generalpartnership].

 

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

 

“**Events of Default**” has the meaning given to it in Article 10(*Events of Default*).

 

“**Financing Agreements**” means the following agreements: PhaseIA Loan Agreement, CDC Agreements, Phase IA Partners Advances Agreements, PhaseIB Loan Agreement, Phase IB Advances Agreement.

 

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“**Financial Year**” has the meaning given to it in the CommonUndertakings.

 

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

 

“**Instalments**” has the meaning given to in Article 3.2 (*Payment of interest and repayment of principal*).

 

“**Interest Period**” means, for the purposes of calculating theinterest specified in Article 3.3 (*Default interest*),an interest period of three (3) months.

 

“**Common Undertakings**” means the covenants listed in Annex Vof the Amended and Restated Common Agreement as amended by supplementalagreement, pursuant to any authorisation or waiver granted in accordance withthe Amended and Restated Common Agreement.

 

“**Loans**” means the Participating Loans and Ordinary Loanscollectively.

 

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

 

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

 

“**New Revolving Credit Facility**” has the meaning given to itin the Amended and Restated Common Agreement.

 

“**Ordinary Loans**” means, collectively, the ordinary loansgranted by CDC to the Borrowers under the Amended and Restated Agreement on theGranting of Ordinary Loans.

 

“**Participating****Loan Agreements**”means the participating loan agreements entered into in accordance with theAgreement on the Granting of Participating Loans pursuant to the model set forthin Annex VI of the Agreement on the Granting of Participating Loans, asmodified by the Amendments, namely:

 

(i)                           the participating loan agreemententered into on 7 May 1992 between the Operating Company and CDC bearing number21 800122 01, as amended by supplemental agreement no. 1 dated 10 August 1994and by supplemental agreement no. 2 dated 30 September 1999 (which attributedthe number 21 800 122 02 to the participating loan agreement granted to theOperating Company) (the “**Participating Loan to theOperating Company Agreement**”)

 

(ii)                        the participating loan agreemententered into on 25 November 1989 between the Finance Company and CDC bearingnumber 21 800119 01, as amended by supplemental agreement no. 1 dated 10 August1994 and by supplemental agreement no. 2 dated 30 September 1999;

 

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(iii)                     the participating loan agreemententered into on 30 May 1990 between the Finance Company and CDC bearing number21 800120 01, as amended by supplemental agreement no. 1 dated 10 August 1994and by supplemental agreement no. 2 dated 30 September 1999; and

 

(iv)                    the participating loan agreemententered into on 19 November 1990 between the Finance Company and CDC bearingnumber 21 800121 01, as amended by supplemental agreement no. 1 dated 10 August1994 and by supplemental agreement no. 2 dated 30 September 1999;

 

it being specified that the threeparticipating loans mentioned in paragraphs (ii), (iii) and (iv) above wereamalgamated, under the terms of supplemental agreement no. 2 dated 30 September1999 to which reference is made in these paragraphs, into a single agreementhenceforth bearing the number 21 800 642 01 (the “**ParticipatingLoan to the Finance Company Agreement**”);

 

and “**Participating Loan Agreement**” means either of these.

 

“**Participating Loans**” means the Participating Loan to theFinance Company and the Participating Loan to the Operating Company; and “**Participating Loan**” means any one of them.

 

“**Participating Loan to the Finance Company**” means the participatingloan granted by the CDC to the Finance Company pursuant to the Agreement on theGranting of Participating Loans and the Participating Loan to the FinanceCompany Agreement, to be governed, pursuant to the stipulations of Article 12.9(*Suspensive effect – Entry into force*),by the Amended and Restated Agreement on the Granting of Participating Loans,it being specified that the Participating Loan to the Finance Company, whichprincipal amount was as of 30 September 2004, two hundred seventy four millionfour hundred seventeen thousand nine hundred forty five euros and eighty fivecents (€ 274,417,945.85), will represent, after conversion of part of theParticipating Loan granted to the Finance Company, a principal amount of onehundred forty nine million four hundred seventeen thousand eight hundred fortyfive euros and eighty five cents (€ 149,417,845.85).

 

“**Participating Loan to the Operating Company**” means theparticipating loan granted by the CDC to the Operating Company pursuant to theAgreement on the Granting of Participating Loans and the Participating Loan tothe Operating Company Agreement, to be governed, pursuant to the stipulationsof Article 12.9 (*Suspensive effect – Entry into force*),by the Amended and Restated Agreement on the Granting of Participating Loans,which principal amount was as of 30 September 2004, one hundred twenty eightmillion two hundred ninety four thousand nine hundred ninety four euros andninety four cents (€128,294,994.94).

 

“**Partners Advances**” means the subordinated loans granted bythe partners of the Finance Company to the latter in accordance with the “**Partners Advances Agreements**” attached hereto under AnnexII.

 

“**Payment Date**” means, for each Participating Loan, each datefor the payment of an instalment plus related interest as set forth in theschedules attached hereto under Annex I; it being however understood that if aPayment Date falls on a non-Working Day, the Payment Date will be deferred untilthe next Working Day.

 

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

 

“**Phase IA Banks**” means the banks and financial institutionsparty to the Phase IA Loan Agreement.

 

“**Phase IA Loan Agreement**” means the multi-currency creditfacility agreement dated 5 September 1989 which operates by drawings or theissuance of letters of credit between the Operating Company, the FinanceCompany and the Phase IA Banks, as amended and restated as of 1 December 2004.

 

“**Phase IA Partners**” means the shareholders of the FinanceCompany party to the Phase IA Partners Advances Agreement.

 

“**Phase IA Partners Advances Agreement**” means the partnersadvances agreement dated 26 April 1989 between the Finance Company and itspartners, as amended and restated as of 1 December 2004.

 

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

 

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

 

“**Phase IB Lenders**” means the lenders party to the Phase IBAdvances Agreement.

 

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

 

“**Realisation of Capital Increase**” means the increase in theshare capital of Euro Disney S.C.A. the gross proceeds of which must equal atleast two hundred and fifty million euros (€250,000,000), i.e. the issue,subscription and payment in full of the issue price of the corresponding newshares.

 

“**Realisation of Capital Increase Date**” means the date atwhich the Realisation of Capital Increase will be completed which date shalloccur at the latest on 31 March 2005.

 

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

 

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

 

“**Revolving Credit Facility**” has the meaning given to it inthe Amended and Restated Common Agreement.

 

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

 

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

 

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

 

The termsdefined in the Master Agreement which are used, but not defined, in thisagreement have the meaning given to them in the Master Agreement.

 

**ARTICLE 2.****      ****TOTAL MAXIMUM PRINCIPAL AMOUNT**

 

**2.1****                                        ****Participating Loan to theOperating Company**

 

The principal amount of the ParticipatingLoan to the Operating Company was, as at 30 September 2004, one hundred andtwenty-eight million two hundred and ninety-four thousand nine hundred andninety-four euros and ninety-four cents (128,294,994.94 €).

 

**2.2****                                        ****Participating Loan to the Finance Company**

 

The principal amount of the Participating Loan to the Finance Company(i) was as at 30 September 2004 two hundred and seventy-four million fourhundred and seventeen thousand nine hundred and forty-five euros andeighty-five cents (€274,417,945.85), and (ii) will be, on the Realisation ofCapital Increase Date (following the conversion of a part of the ParticipatingLoan granted to the Finance Company into an Ordinary Loan granted to theFinance Company, up to one hundred twenty five million euros (125,000,000 €),with retroactive effect as of 1 October 2004), one hundred and forty-ninemillion four hundred and seventeen thousand nine hundred and forty-five eurosand eighty-five cents (€149,417,945.85);

 

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

 

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

 

Each Participating Loan will bear interest onthe principal amount remaining outstanding, until the date on which it has beenrepaid in full, at an interest rate calculated as described in the tables givenin Annex I attached hereto.

 

Interest will be calculated on the exactnumber of days based on a year of 365 or 366 days, as the case may be.

 

**3.2****                                        ****Payment of interest andrepayment of principal**

 

**3.2.1**                              Subject to the stipulations ofarticle 3.4 (*Transitory Period)*, the principalwill be repaid on each Payment Date for each of the corresponding ParticipatingLoans.

 

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The total principal amount that will be dueand repayable for each of the Participating Loans on each of the Payment Dates(an “**Instalment**”) will be equal to theamount shown on the relevant date in the relevant repayment schedule shown inAnnex I to this agreement. Provided that this agreement comes into effect inaccordance with the provisions of Article 12.8 (*Suspensive effect– Entry into force*) below, the first Instalment applicable to theParticipating Loan to the Operating Company will be due and payable on 30 April2005, and the first Instalment applicable to the Participating Loan to theFinance Company will be due and payable on 2 May 2005.

 

**3.2.2****                             **Interest on the total principalamount not yet repaid for each Participating Loan will be paid for eachParticipating Loan by each Borrower concerned, on each of the Payment Dates.

 

Interest under each Instalment will be calculated on the exact numberof days during the Instalment concerned based on a 365-day year or a 366-dayyear, as the case may be.

 

**3.3****                                        ****Default interest**

 

If any amount payable to CDC by virtue ofthis agreement is not paid on its due date, interest will accrue on a dailybasis on this unpaid amount from the above due date to the date on which thisamount is actually paid, at the three (3) month EURIBOR rate, plus three percent (3%) per annum. This rate may never be lower than 5.15% per annum norhigher than 7.85% per annum and will not prejudice CDC’s right to make use ofthe acceleration of maturity as stipulated in Article 10 (*Events ofDefault*) below.

 

**3.4****                                        ****Transitory Period**

 

**3.4.1****                             **Subject to Article 3.4.2, and 3.4.3.it has been agreed that for the period starting as of the signature date ofthis agreement and ending on the Realisation of Capital Increase Date theamounts due with respect to the Participating Loans will be serviced pursuantto the terms of the Agreement on the Granting of the Participating Loans.

 

**3.4.2****                             **It has been agreed that theprincipal amount due on 30 October 2004 by the Operating Company and on 2November 2004 by the Finance Company would not be paid to the CDC on this date.The Operating Company acting as guarantor (*caution réelle*)for the Finance Company and on its own behalf, pledged a sum corresponding tothe aforementioned maturity, by way of cash pledge (*gage espèce*),to the benefit of CDC (this Cash Pledge being subject to the terms andconditions of a cash pledge agreement entered into by the Operating Company andthe CDC, on the 29 October 2004) (the “**Cash Pledge**”).It has been agreed (i) that in case of Realisation of Capital Increase, theCash Pledge would be returned to the Operating Company, the principal amountdue being then postponed of three and a half years, as it results from therepayment schedule set forth in Annex I , it being specified that CDC willrelease the Cash Pledge on the Realisation of Capital Increase Date, and (ii)in case of non Realisation of Capital Increase, the CDC will be entitled toretain for good the amount of the Cash Pledge and to allocate it to therepayment of the principal amount due on 30 October 2004 and 2 November 2004.

 

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**3.4.3****                             **It has been agreed that interestmark up (as specified in the Memorandum of Agreement) for the period runningfrom 1 October 2004 to the repayment dates of the Participating Loans in 2004,vis-à-vis the paid amounts at such repayment dates pursuant to Article 3.4.1above, i.e. with respect to the Operating Company for an amount equal toeighteen thousand eight hundred fortry five euros and fourty one cents (€18,845.41), and with respect to the Finance Company for an amount equal totwenty four thousand two hundred seventy euros and ten cents (€ 24,270.10),will be paid the fifth Working Day following the Realisation of CapitalIncrease Date.

 

**ARTICLE 4.****      ****PREPAYMENT**

 

**4.1****                                        ****Prepayment at the option ofthe Borrowers**

** **

Each of the Borrowers may prepay all or partof the Participating Loans by giving CDC a minimum written notice of thirty(30) days. Any prepayment of Participating Loans at the option of a Borrowerwill automatically entail the simultaneous repayment by that Borrower of anamount of Ordinary Loans so that, for each Borrower, the ratio betweenParticipating Loans and Ordinary Loans outstanding at any given day is alwaysequal to 53.39 / 46.61.

 

Any prepayment of a principal amount at theoption of a Borrower must be accompanied by the payment of the interest accruedon the principal amount repaid up to the value date of this prepayment. Thisinterest will be calculated on the basis of a 365-day year or a 366-day year,as the case may be.

 

**4.2****                                        ****Adjustment of payments andrepayments following a prepayment at the option of the Borrowers**

 

The principal amount of any partialprepayment will be charged against the principal amount owed on the PaymentDates, starting with the earliest Payment Date. CDC will send the Borrowerconcerned one or several new repayment schedules for the Participating Loan inquestion, which will replace the repayment schedule set forth in Annex Iattached hereto.

 

**4.3**                                         Any repayment, whether early or not,of any principal amount made by the Borrowers under this agreement will befinal and the Borrowers will not be able to reborrow, under this agreement, theamounts thus repaid.

 

**4.4****                                        ****Penalty for prepayment atthe option of the Borrowers**

 

If either Borrower opts to prepay one of theParticipating Loans in accordance with the provisions given in Article 4.1 (*Prepayment at the option of the Borrowers*) above, thatBorrower will pay CDC a prepayment penalty equal to an amount corresponding toninety (90) days of interest at a rate of 5.15% per annum on the principalamount prepaid. This interest will be calculated on the basis of ninety (90)days in a year of 365 or 366 days, as the case may be.

 

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This penalty will be payable on theprepayment date concerned.

 

**ARTICLE 5.****      ****BORROWERS – SEPARATE OBLIGATIONS**

 

The rights and obligations of each of theBorrowers under this agreement are separate and not joint.

 

**ARTICLE 6.****      ****WAIVER OF RECOURSE**

 

Notwithstanding the provisions of Article L.221–1 of the Commercial Code, but without this affecting or limiting the scopeof any other provisions of this agreement, CDC expressly and irrevocably:

 

(i)                                             waives all claims that it would beentitled to make against any present or future partner of the Finance Company(the “**Partners**”) with regard to anyobligation of the Finance Company under this agreement; and

 

(ii)                                          abstains from undertaking any actionseeking to obtain the judicial liquidation or administrative receivership ofthe Finance Company.

 

**ARTICLE 7.****      ****REPRESENTATIONS AND WARRANTIES**

 

Each Borrower, acting separately and notjointly and severally, warrants and represents, each as far as it is concerned,that, on the date of this agreement:

 

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

 

**7.2**                                         Its Manager has been duly authorisedto sign this agreement by its competent management bodies;

 

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

 

**7.4**                                         This agreement is and will remain alegal, valid and binding covenant for the Borrower concerned, in accordancewith the terms thereof;

 

14

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**7.5**                                         No authorisation is required fromany public authority for the transfer and repayment of the principal, thepayment of interest and other costs inherent to this agreement; and

 

**7.6**                                         No legal proceedings are in progressor, to the knowledge of the Borrower concerned, about to be brought which mightprevent or prohibit the signing or performance of this agreement or which mightaffect its legal capacity to assume its obligations under this agreement.

 

**ARTICLE 8.****      ****COVENANTS**

 

**8.1****                                        ****Positive covenants**

 

Until all amounts owed under this agreementare paid in full, the Borrowers undertake the following covenants:

 

(a)                        the Borrowers must notify CDC of anysignificant change in their corporate structure or operation, such as, inparticular, a change of management or a change in the amount or distribution ofthe share capital. The Operating Company will only however be required toinform CDC of changes in the distribution of its capital if CDC makes anexplicit request and the changes involved are significant;

 

(b)                       the Borrowers agree to observe andfulfil all of the obligations contracted under the terms of the Amended andRestated Common Agreement and the Common Undertakings;

 

(c)                        the Borrowers will, on a yearlybasis, submit their balance sheets, income statements and annexes to CDCwithout fifteen (15) days of these being approved by their shareholders orpartners, as applicable; and

 

(d)                       the Borrowers shall provide CDC withany document, agreement or information that they have to submit to Phase IABanks or Phase IB Banks, the Phase IA Partners or Phase IB Lenders, or any oftheir agents, under the conditions precedent to the coming into effect of theamended and restated versions of the Phase IA Loan Agreement, of the Phase IBLoan Agreement, of the Phase IA Advances Agreement and of Phase IB AdvancesAgreement and in the same forms required by the aforementioned agreements.

 

**8.2****                                        ****Negative covenants**

 

Until all amounts owed underthis agreement are paid in full, the Borrowers covenant not to merge withanother entity without the prior approval of CDC. Such approval cannot berefused if:

 

##### *(i)*                           theentity resulting from this merger takes over the full debt contracted or due tobe contracted by virtue of this agreement by the Borrower concerned; and

 

15

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

#####  

##### *(iii)*                    the entity resulting fromthe merger observes the terms of Article 8 of the Master Agreement;

#####  

##### *it being however specified that CDC authorises the Operating Company tomake the Transfer.*

#####  

**ARTICLE 9.****      ****SUBORDINATION OF THE PARTICIPATING LOANS**

 

The Participating Loans are subject to theprovisions of law no. 78–741 of 13 July 1978 (Articles L. 313–13 et seq of theMonetary and Financial Code). In particular, in the event of the voluntary orcourt-ordered winding-up of the Borrowers, these Participating Loans will onlybe repaid after all other preferential or unsecured creditors have been paidoff.

 

If the Borrowers are placed underadministrative receivership but continue to operate, the repayment of theParticipating Loans and the payment of the fees specified will be suspendedthroughout the entire period during which the business continuation plan is putinto effect.

 

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

 

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

 

The occurrence of any of the following eventswill constitute an event of default (“**Event of Default**”)against the Borrowers:

 

(A)                                      any principal amount owed to CDCunder the Participating Loans is unpaid on its due date and remains unpaid forfive (5) Working Days after a notification to this effect has been sent by CDCto the Borrower concerned;

 

(B)                                        one of the covenants made by eitherof the Borrowers in Article 8 (*Covenants*) ofthis agreement, except for the covenants under the ratios set out in article 2of the Common Undertakings, is not observed and the Borrower concerned has notremedied nor is about to remedy this default within thirty (30) days of thenotification sent to that Borrower requesting that the default be remedied;

 

(C)                                        one of the essential representationsor warranties made or given under this agreement is not observed or proves tobe incorrect;

 

(D)                                       any non-subordinated debt resultingfrom a loan of sums of money totalling more than one million five hundred andtwenty-four thousand four hundred and ninety euros (€1,524,490) in relation tothe Finance Company, or totalling more than seven million six hundred andtwenty-two thousand four hundred and fifty euros (€7,622,450) in relation tothe Operating Company, is declared due and payable in advance as a result ofthe existence of a breach on the part of the Finance Company or the OperatingCompany, as applicable;

 

16

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(E)                                         either Borrower requests theappointment of a conciliator or is the subject of judgment declaring itscourt-ordered winding-up;

 

(F)                                         a final judgment not subject toappeal is delivered against one of the Borrowers ordering the latter to pay asum greater than thirty million four hundred and eighty-nine thousand eighthundred and three euros (€30,489,803), in relation to the Finance Company, orgreater than seventy-six million two hundred and twenty-four thousand fivehundred and eight euros (€76,224,508), in relation to the Operating Company,and the Borrower concerned does not make the payment within thirty (30) days;

 

(G)                                        voluntary withdrawal from theoperation of Disneyland Park for a period greater than six (6) months.

 

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

 

If an Event of Default occurs, CDC maydeclare the total outstanding amount of the Participating Loans granted to beimmediately due and payable, fifteen (15) days after notification regarding anEvent of Default has been sent to the Borrower concerned, except in the case of a violation of the ratios set out in article 2 ofthe Common Undertakings for the Financial Year N, it being specified that insuch case, CDC will not have the right to notify the accelerated maturity ofthe Ordinary Loans before 30 January of the Financial Year N+1 or, in case of achange in the accounting principles and rules, before 28 February of FinancialYear N+1, provided that such violation is remedied in the following conditionsand time limits:

 

Euro Disney Associés may restore, asapplicable, the amount of DSCR or Forecast DSCR (as such terms are defined inthe Common Undertakings) through either (i) a transfer of new liquidities underthe form of equity capital or Subordinated Debt (as such terms are defined inthe Common Undertakings) of Euro Disney Associés or (ii) a discharge ofreceivables (inclusive or not of a “return to better fortunes” clause) or thecarry forward of payments that may, in both cases, give rise to a payment onlyafter the date at which all amounts owed (in principal or interest) under theCDC Loans Agreements Second Park and the CD Long Term Subordinated DebtAgreement (as such terms are defined in the Amended and Restated CommonAgreement) have been paid in full and will be the subject of a subordinationagreement to be entered into with CDC (the “**RestoredAmount**”).

 

The Restored Amount (to be added to thenumerator pursuant to the calculation of the DSCR and the Forecast DSCR) willbe equal to the higher of:

 

(i)                                             the Restored Amount having foreffect to restore the DSCR; and

 

(ii)                                          the Restored Amount having foreffect to restore the Forecast DSCR.

 

17

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The Euro Disney Associés’s cash (*trésorerie*) will have to have entirely benefited from theRestored Amount by 30 January of the Financial Year N+1 at the latest, or incase of a change in accounting principles and rules, by 28 February of theFinancial Year N+1 at the latest.

 

However, this option cannot be exercisedduring the period of consultation with the creditors of the Borrowers and, inparticular, with CDC on the authorisations to be given by them to the Borrowersunder the conditions set forth in Article 3 (*Authorisationsrelating to Common Undertakings*) of the Amended and Restated CommonAgreement.

 

**ARTICLE 11. ****CONFIDENTIALITY**

 

**11.1**                                  CDC must regard as confidential, andtherefore not disclose in any way to third parties other than their consultantsor Government officials, any data, information or reports that have beenprovided under this agreement by either Borrower, by any entity directly orindirectly affiliated to either Borrower or by one of the agents,representatives or consultants or the Borrowers. CDC cannot disclose to thirdparties any of these data, information or reports without the prior writtenagreement of the Operating Company, which may refuse to give such agreement attheir discretion except where:

 

##### *(i)*                          suchdata or information or report has become public other than by virtue of aviolation by CDC, of the stipulations of this Article;

 

##### *(ii)*                       suchdisclosure is imposed by the law;

 

##### *(iii)*                    such disclosure is requiredby a court having jurisdiction;

 

##### *(iv)*                   such disclosure isexplicitly authorised by virtue of any provision of this agreement.

 

**11.2**                                  CDC must take all necessary measuresto ensure that confidential data and information provided to it under thisagreement by the Borrowers, data and information which must be brought to theattention of its employees, will only be disclosed for the sole purposes offacilitating the management of this agreement and, in all cases, on conditionthat such data or information are regarded as strictly confidential by thoseemployees except for the purposes of managing this agreement.

 

**11.3**                                  The provisions of this Article willbe binding on CDC after the date on which all sums owed by the Borrowers to CDCunder the Ordinary Loans have been paid and repaid.

 

18

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

 

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

 

This agreement will be governed by French lawand construed in accordance therewith.

 

Any dispute arising from this agreement orits interpretation will be subject to the exclusive jurisdiction of thecompetent courts situated within the area of jurisdiction of the Paris Court ofAppeal.

 

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

 

The Borrowers agree to pay the reasonableexpenses incurred by CDC in preparing this agreement or any supplementalagreement hereto.

 

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

 

Any right arising for CDC under thisagreement or any document submitted by virtue of this agreement or on theoccasion thereof, or belonging to it in accordance with the law, may beexercised at any time regardless of the other rights belonging to it. ShouldCDC not exercise any right belonging to it or exercise such right tardily, thisfact will not constitute a waiver on its part of its entitlement to enjoy thatright. Likewise, the total or partial exercise by CDC of a right pertaining toit will not prevent it from exercising this right or another right at a laterdate.

 

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

 

Any communication, request or notification tobe made in accordance with the Master Agreement or this agreement will bewritten or made in French and will be regarded as valid if it is submitted inwriting or sent by telex or fax to the other party at the addresses indicatedbelow. Communications, requests or notifications made in accordance with theprovisions of this Article will be sent:

 

•                  to the Operating Company at:

 

**EURO DISNEY S.C.A. or after the Transfer, EURO DISNEY ASSOCIES S.C.A.:**

Immeubles Administratifs [Administrative Buildings]

Route Nationale 34

77700 Chessy

 

Attn.:  DirectionFinancement et Achats [Finance and Procurement Department]

Fax: 01 6474 56 36.

 

•                  to the Finance Company at:

 

**EURO DISNEYLAND S.N.C.**

ImmeublesAdministratifs [Administrative Buildings]

RouteNationale 34

77700 Chessy

 

19

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Attn.:Direction Financement et Achats

[Financeand Procurement Department]

Fax:01 64 74 56 36.

 

•                  to CDC at:

 

**LA CAISSEDES DÉPÔTS ET CONSIGNATIONS**

Direction desFonds d’Épargne [Savings Funds Department]

72, avenuePierre Mendès France

75914 ParisCedex 13

 

Attn.:Direction Financière

[FinanceDepartment]

Fax: 01 58 50 07 48

 

Any amendment to the above details will onlybe opposable after notification.

 

**12.5****                                 ****Severability**

 

Even if any of the provisions of thisagreement are held to be null and void or unenforceable in accordance with theapplicable law, the validity, legality and enforceability of the remainingprovisions hereof will not in any way be affected.

 

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

 

This agreement will be binding on and willinure to the benefit of the Operating Company, the Finance Company and CDC, aswell as their respective successors or assignees.

 

**12.7****                                 ****Transfer of rights**

 

**12.7.1**                       The Borrowers may not transfer anyof their rights or obligations hereunder without having obtained the priorwritten agreement of CDC, it being however specified that in accordance withthe Transfer, CDC authorises Euro Disney S.C.A. to transfer its rights andobligations arising from this agreement to Euro Disney Associés.

###  

If the Transfer is made, the Borrowers and CDC agree to sign anysupplemental agreement to this agreement and to any related document whichproved to be necessary or desirable in order to record Euro Disney Associés’stakeover of all the covenants of Euro Disney S.C.A. specified hereunder andunder any related document. The Borrowers guarantee the observance of thiscovenant by Euro Disney Associés.

 

**12.7.2****                       **CDC shall not transfer any of itsrights or obligations pursuant to this agreement without the prior writtenconsent of all Borrowers.

 

20

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

 

This agreement shall not operate novation ofthe debt resulting from the Participating Loans which Participating Loans termsshall remain unchanged (subject to the amendments brought to the terms of thisagreement) notwithstanding the conversion of the Participating Loans intoOrdinary Loans or the creation of new tranches. This agreement has been entered into in view of setting forth settingforth in a sole agreement, the Agreement on the Granting of Participating Loansas modified by the Amendments or any necessary change made pursuant toparagraph (D) of the introduction of this agreement.

 

**12.9****                                 ****Suspensive effect – Entryinto force**

 

Except for the stipulations of Articles 3.4 (*Transitory Period*), this agreement is drawn up under thecondition precedent that the Transfer and Realisation of Capital Increase becompleted by no later than 31 March 2005. If this condition precedent isfulfilled, the provisions of this agreement will take effect on 1 October 2004.The parties to this agreement acknowledge that all the conditions applicableboth to the Participating Loan to the Operating Company and the ParticipatingLoan to the Finance Company are laid down and determined under the terms ofthis agreement. Consequently, each party to this agreement acknowledges andaccepts that, as soon as the condition precedent specified above has beenfulfilled, the Participating Loan Agreements will shall be exclusively governedby the Amended and Restated Agreement on the Granting of Participating Loansand the Amended and Restated Common Agreement.

 

It is stipulated that if the Transfer andRealisation of Capital Increase are not completed by 31 March 2005 at thelatest, the Participating Loans will continue to be governed, in particular, bythe provisions of the Agreement on the Granting of Participating Loans and theCommon Agreement. In this eventuality, the provisions of this agreement willthen be regarded as null and void and ineffective.

 

In addition, it is being agreed that:

 

(i)                                             in the absence of the Realisation ofthe Capital Increase, the term of the waiver set out in the waiver requestaddressed by Euro Disney S.C.A. to CDC as of 17 October 2003 and in theMemorandum of Agreement will be extended until 31 March 2005 or, in case of acollective bargaining pursuant to paragraph (a) of article 7.7 of theMemorandum of Agreement, until termination of certain stipulations pursuant tosaid article.

 

(ii)                                            in case of Realisation of theCapital Increase, CDC will not be entitled to claim any Event of Default setout in paragraph (i) above, in any given capacity.

 

21

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**12.10****                          ****Global Effective Rate**

 

**12.10.1**                In order to meet the requirements ofArticles L. 313–1 and L. 313–2 of the French Consumer Code and for this purposealone, CDC declares, by way of example, to the Operating Company, whichaccepts, that the annual percentage rate applicable to the Participating Loanto the Operating Company, on the basis of a year comprising three hundred andsixty-five (365) days, will be:

###  

5.38 % per annum,

 

This Annual Percentage Rate has been calculated on the basis of:

 

•                  A rate of 5.15 % per annum; and

 

•                  A Participating Loan to theOperating Company for a principal amount of one hundred and twenty-eightmillion two hundred and ninety-four thousand nine hundred and ninety-four eurosand ninety-four cents (€128,294,994.94), drawn and used in its entirety on thedate of signing of this agreement.

 

**12.10.2**                In order to meet the requirements ofArticles L. 313–1 and L. 313–2 of the French Consumer Code and for this purposealone, CDC declares, by way of example, to the Finance Company, which accepts,that the annual percentage rate applicable to the Participating Loan to theFinance Company, on the basis of a year comprising three hundred and sixty-five(365) days, will be:

###  

5.38 % per annum,

 

This Annual Percentage Rate has been calculated on the basis of:

 

•                  A rate of 5.15 % per annum; and

 

•                  A Participating Loan to the FinanceCompany for a principal amount of one hundred and forty-nine million fourhundred and seventeen thousand nine hundred and forty-five euros andeighty-five cents (€149,417,945.85), drawn and used in its entirety on the dateof signing of this agreement.

 

Made in Paris, on the 1st ofDecember 2004,

In four (4) original copies.

 
| For the Operating Company: |
|----------------------------|
| ** **                 |
| **EURO DISNEY S.C.A.**     |
|                       |
| By:                        |   |   |
| Name: Jeffrey  R. Speed    |

 

22

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| For the Finance Company:                            |
|-----------------------------------------------------|
|                                                |
| **EURO DISNEYLAND S.N.C.**                          |
| ** **                                          |
| By:                                                 |   |   |
| Name: Dominique  Le Bourhis                         |
|                                                |
| For CDC:                                            |
|                                                |
| **LA CAISSE DES DÉPÔTS ET CONSIGNATIONS** |
|                                                |
| By:                                                 |   |   |
| Name:  Jean François de Caffarelli             |

 

23

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**ANNEX I**

 

**REPAYMENT AND INTEREST PAYMENT SCHEDULES FORPARTICIPATING LOANS**

 

24

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**APPLICABLE SCHEDULE TO PARTICIPATING LOAN TOTHE OPERATING COMPANY**

 

25

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**CAISSE DES DEPÔTS ET CONSIGNATIONS**

 

**DIRECTION DES FONDS D'EPARGNE**

 

**REPAYMENT SCHEDULE**

 

 
| **Contract’s number before the 2004 restructuring  :** | **0  943 973**   | **Participating  Loan**      |
|-------------------------------------------------------------|------------------|------------------------------|
| **after the 2004 restructuring :**                          | **1  xxx xxx**   | **to the Operating Company** |
| **Borrower’s  number :**                               | **000  123 609** | **EURO DISNEYLAND S.C.A.**   |
|                                                             |                  |                              |  |

 
| **Principal  amount :**                                  | **128,294,994.94** | **euros** |
|----------------------------------------------------------|--------------------|-----------|
| **Effective Global Rate on the :  10/01/04**        | ** **         | **5.38%** | ** ** |
| **Annual facial rate before interest’s increase :** | ** **         | **5.15%** | ** ** |

 

 
| **Maturity date** | ** ** | **Annual  rate** | ** ** | **Principal outstanding  amount before  maturity** | ** ** | **Repayment**     | ** ** | **Interests**    | ** ** | **Total due  on maturity** | ** ** |
|-------------------|------------|------------------|------------|----------------------------------------------------|------------|-------------------|------------|------------------|------------|----------------------------|------------|
| **10/30/2004**    | ** ** | **5.16**         | **%**      | **128,294,994.94**                                 | ** ** | **0.00**          | ** ** | **6,626,077.65** | ** ** | **6,626,077.65**           | ** ** |
| **04/30/2005**    | ** ** | **5.34**         | **%**      | **128,294,994.94**                                 | ** ** | **0.00**          | ** ** | **3,413,718.64** | ** ** | **3,413,718.64**           | ** ** |
| **10/30/2005**    | ** ** | **5.34**         | **%**      | **128,294,994.94**                                 | ** ** | **0.00**          | ** ** | **3,431,820.54** | ** ** | **3,431,820.54**           | ** ** |
| **04/30/2006**    | ** ** | **5.34**         | **%**      | **128,294,994.94**                                 | ** ** | **0.00**          | ** ** | **3,413,718.64** | ** ** | **3,413,718.64**           | ** ** |
| **10/30/2006**    | ** ** | **5.34**         | **%**      | **128,294,994.94**                                 | ** ** | **0.00**          | ** ** | **3,431,820.54** | ** ** | **3,431,820.54**           | ** ** |
| **04/30/2007**    | ** ** | **5.34**         | **%**      | **128,294,994.94**                                 | ** ** | **0.00**          | ** ** | **3,413,718.64** | ** ** | **3,413,718.64**           | ** ** |
| **10/30/2007**    | ** ** | **5.34**         | **%**      | **128,294,994.94**                                 | ** ** | **0.00**          | ** ** | **3,431,820.54** | ** ** | **3,431,820.54**           | ** ** |
| **04/30/2008**    | ** ** | **5.34**         | **%**      | **128,294,994.94**                                 | ** ** | **320,737.49**    | ** ** | **3,422,769.59** | ** ** | **3,743,507.08**           | ** ** |
| **10/30/2008**    | ** ** | **5.34**         | **%**      | **127,974,257.45**                                 | ** ** | **320,737.49**    | ** ** | **3,414,218.39** | ** ** | **3,734,955.88**           | ** ** |
| **04/30/2009**    | ** ** | **5.34**         | **%**      | **127,653,519.96**                                 | ** ** | **384,884.99**    | ** ** | **3,396,661.51** | ** ** | **3,781,546.50**           | ** ** |
| **10/30/2009**    | ** ** | **5.34**         | **%**      | **127,268,634.97**                                 | ** ** | **384,884.99**    | ** ** | **3,404,384.30** | ** ** | **3,789,269.29**           | ** ** |
| **04/30/2010**    | ** ** | **5.34**         | **%**      | **126,883,749.98**                                 | ** ** | **449,032.48**    | ** ** | **3,376,192.94** | ** ** | **3,825,225.42**           | ** ** |
| **10/30/2010**    | ** ** | **5.34**         | **%**      | **126,434,717.50**                                 | ** ** | **449,032.48**    | ** ** | **3,382,092.37** | ** ** | **3,831,124.85**           | ** ** |
| **04/30/2011**    | ** ** | **5.34**         | **%**      | **125,985,685.02**                                 | ** ** | **513,179.98**    | ** ** | **3,352,312.96** | ** ** | **3,865,492.94**           | ** ** |
| **10/30/2011**    | ** ** | **5.34**         | **%**      | **125,472,505.04**                                 | ** ** | **513,179.98**    | ** ** | **3,356,370.91** | ** ** | **3,869,550.89**           | ** ** |
| **04/30/2012**    | ** ** | **5.34**         | **%**      | **124,959,325.06**                                 | ** ** | **577,327.48**    | ** ** | **3,333,837.18** | ** ** | **3,911,164.66**           | ** ** |
| **10/30/2012**    | ** ** | **5.34**         | **%**      | **124,381,997.58**                                 | ** ** | **577,327.48**    | ** ** | **3,318,445.04** | ** ** | **3,895,772.52**           | ** ** |
| **04/30/2013**    | ** ** | **5.34**         | **%**      | **123,804,670.10**                                 | ** ** | **705,622.47**    | ** ** | **3,294,318.73** | ** ** | **3,999,941.20**           | ** ** |
| **10/30/2013**    | ** ** | **5.34**         | **%**      | **123,099,047.63**                                 | ** ** | **705,622.47**    | ** ** | **3,292,924.66** | ** ** | **3,998,547.13**           | ** ** |
| **04/30/2014**    | ** ** | **5.33**         | **%**      | **122,393,425.16**                                 | ** ** | **769,769.97**    | ** ** | **3,254,645.95** | ** ** | **4,024,415.92**           | ** ** |
| **10/30/2014**    | ** ** | **5.33**         | **%**      | **121,623,655.19**                                 | ** ** | **769,769.97**    | ** ** | **3,251,337.74** | ** ** | **4,021,107.71**           | ** ** |
| **04/30/2015**    | ** ** | **5.33**         | **%**      | **120,853,885.22**                                 | ** ** | **898,064.96**    | ** ** | **3,210,486.83** | ** ** | **4,108,551.79**           | ** ** |
| **10/30/2015**    | ** ** | **5.33**         | **%**      | **119,955,820.26**                                 | ** ** | **898,064.96**    | ** ** | **3,203,531.34** | ** ** | **4,101,596.30**           | ** ** |
| **04/30/2016**    | ** ** | **5.32**         | **%**      | **119,057,755.30**                                 | ** ** | **1,026,359.96**  | ** ** | **3,166,827.91** | ** ** | **4,193,187.87**           | ** ** |
| **10/30/2016**    | ** ** | **5.32**         | **%**      | **118,031,395.34**                                 | ** ** | **1,026,359.96**  | ** ** | **3,139,462.40** | ** ** | **4,165,822.36**           | ** ** |
| **04/30/2017**    | ** ** | **5.31**         | **%**      | **117,005,035.38**                                 | ** ** | **1,154,654.96**  | ** ** | **3,098,230.84** | ** ** | **4,252,885.80**           | ** ** |
| **10/30/2017**    | ** ** | **5.30**         | **%**      | **115,850,380.42**                                 | ** ** | **8,724,059.66**  | ** ** | **3,077,899.86** | ** ** | **11,801,959.52**          | ** ** |
| **04/30/2018**    | ** ** | **5.30**         | **%**      | **107,126,320.76**                                 | ** ** | **1,731,982.43**  | ** ** | **2,828,942.62** | ** ** | **4,560,925.05**           | ** ** |
| **10/30/2018**    | ** ** | **5.28**         | **%**      | **105,394,338.33**                                 | ** ** | **11,097,517.06** | ** ** | **2,788,715.68** | ** ** | **13,886,232.74**          | ** ** |
| **04/30/2019**    | ** ** | **5.27**         | **%**      | **94,296,821.27**                                  | ** ** | **2,309,309.91**  | ** ** | **2,476,213.10** | ** ** | **4,785,523.01**           | ** ** |
| **10/30/2019**    | ** ** | **5.24**         | **%**      | **91,987,511.36**                                  | ** ** | **13,727,564.46** | ** ** | **2,414,555.72** | ** ** | **16,142,120.18**          | ** ** |
| **04/30/2020**    | ** ** | **5.20**         | **%**      | **78,259,946.90**                                  | ** ** | **3,014,932.38**  | ** ** | **2,036,549.82** | ** ** | **5,051,482.20**           | ** ** |
| **10/30/2020**    | ** ** | **5.15**         | **%**      | **75,245,014.52**                                  | ** ** | **16,742,496.84** | ** ** | **1,937,559.12** | ** ** | **18,680,055.96**          | ** ** |
| **10/30/2021**    | ** ** | **5.15**         | **%**      | **58,502,517.68**                                  | ** ** | **16,421,759.35** | ** ** | **3,012,879.66** | ** ** | **19,434,639.01**          | ** ** |
| **10/30/2022**    | ** ** | **5.15**         | **%**      | **42,080,758.33**                                  | ** ** | **19,372,544.23** | ** ** | **2,167,159.05** | ** ** | **21,539,703.28**          | ** ** |
| **10/30/2023**    | ** ** | **5.15**         | **%**      | **22,708,214.10**                                  | ** ** | **22,708,214.10** | ** ** | **1,169,473.03** | ** ** | **23,877,687.13**          | ** ** |

 

26

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**APPLICABLE SCHEDULE****TO PARTICIPATING LOAN TOFINANCE COMPANY**

 

27

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**CAISSE DES DEPÔTS ET CONSIGNATIONS**

 

**DIRECTIONDES FONDS D'EPARGNE**

 

**REPAYMENT SCHEDULE**

 
| **After transferof Ordinary Loan amounting to :** | **125,000,000.00** | **euros** |
|---------------------------------------------------|--------------------|-----------|

 
| **Contract’s number before the 2004 restructuring  :** | **0  943 975**   | **Participating  Loan**     |
|-------------------------------------------------------------|------------------|-----------------------------|
| **after the 2004 restructuring :**                          | **1  xxx xxx**   | **to the Finance Company**  |
| **Borrower’s  number :**                               | **000  123 608** | **EURO  DISNEYLAND S.N.C.** |
|                                                             |                  |                             |  |

 
| **Principal initial amount before transfer**             | **274,408,231.03** | **euros** |
|----------------------------------------------------------|--------------------|-----------|
| **Effective Global Rate on the :  10/01/04**        | ** **         | **5.38%** | ** ** |
| **Annual facial rate before interest’s increase :** | ** **         | **5.15%** | ** ** |

 
| **Maturity date** | ** ** | **Annual  rate** | ** ** | **Principal outstanding  amount before  maturity** | ** ** | **Repayment**     | ** ** | **Interests**    | ** ** | **Total due  on maturity** | ** ** |
|-------------------|------------|------------------|------------|----------------------------------------------------|------------|-------------------|------------|------------------|------------|----------------------------|------------|
| **11/02/2004**    | ** ** | **5.17**         | **%**      | **149,417,945.85**                                 | ** ** | **0.00**          | ** ** | **7,719,294.31** | ** ** | **7,719,294.31**           | ** ** |
| **05/02/2005**    | ** ** | **5.34**         | **%**      | **149,417,945.85**                                 | ** ** | **0.00**          | ** ** | **3,954,683.34** | ** ** | **3,954,683.34**           | ** ** |
| **11/02/2005**    | ** ** | **5.33**         | **%**      | **149,417,945.85**                                 | ** ** | **0.00**          | ** ** | **4,017,930.11** | ** ** | **4,017,930.11**           | ** ** |
| **05/02/2006**    | ** ** | **5.34**         | **%**      | **149,417,945.85**                                 | ** ** | **0.00**          | ** ** | **3,954,683.34** | ** ** | **3,954,683.34**           | ** ** |
| **11/02/2006**    | ** ** | **5.33**         | **%**      | **149,417,945.85**                                 | ** ** | **0.00**          | ** ** | **4,017,930.11** | ** ** | **4,017,930.11**           | ** ** |
| **05/02/2007**    | ** ** | **5.34**         | **%**      | **149,417,945.85**                                 | ** ** | **0.00**          | ** ** | **3,954,683.34** | ** ** | **3,954,683.34**           | ** ** |
| **11/02/2007**    | ** ** | **5.33**         | **%**      | **149,417,945.85**                                 | ** ** | **0.00**          | ** ** | **4,017,930.11** | ** ** | **4,017,930.11**           | ** ** |
| **05/02/2008**    | ** ** | **5.34**         | **%**      | **149,417,945.85**                                 | ** ** | **373,544.86**    | ** ** | **3,965,282.07** | ** ** | **4,338,826.93**           | ** ** |
| **11/02/2008**    | ** ** | **5.33**         | **%**      | **149,044,400.99**                                 | ** ** | **373,544.86**    | ** ** | **3,997,319.72** | ** ** | **4,370,864.58**           | ** ** |
| **05/02/2009**    | ** ** | **5.34**         | **%**      | **148,670,856.13**                                 | ** ** | **448,253.84**    | ** ** | **3,934,923.27** | ** ** | **4,383,177.11**           | ** ** |
| **11/02/2009**    | ** ** | **5.33**         | **%**      | **148,222,602.29**                                 | ** ** | **448,253.84**    | ** ** | **3,985,808.02** | ** ** | **4,434,061.86**           | ** ** |
| **05/02/2010**    | ** ** | **5.34**         | **%**      | **147,774,348.45**                                 | ** ** | **522,962.81**    | ** ** | **3,911,211.17** | ** ** | **4,434,173.98**           | ** ** |
| **11/02/2010**    | ** ** | **5.33**         | **%**      | **147,251,385.64**                                 | ** ** | **522,962.81**    | ** ** | **3,959,708.83** | ** ** | **4,482,671.64**           | ** ** |
| **05/02/2011**    | ** ** | **5.34**         | **%**      | **146,728,422.83**                                 | ** ** | **597,671.78**    | ** ** | **3,883,547.08** | ** ** | **4,481,218.86**           | ** ** |
| **11/02/2011**    | ** ** | **5.33**         | **%**      | **146,130,751.05**                                 | ** ** | **597,671.78**    | ** ** | **3,929,594.37** | ** ** | **4,527,266.15**           | ** ** |
| **05/02/2012**    | ** ** | **5.34**         | **%**      | **145,533,079.27**                                 | ** ** | **672,380.76**    | ** ** | **3,862,254.15** | ** ** | **4,534,634.91**           | ** ** |
| **11/02/2012**    | ** ** | **5.33**         | **%**      | **144,860,698.51**                                 | ** ** | **672,380.76**    | ** ** | **3,885,189.20** | ** ** | **4,557,569.96**           | ** ** |
| **05/02/2013**    | ** ** | **5.34**         | **%**      | **144,188,317.75**                                 | ** ** | **821,798.70**    | ** ** | **3,816,362.87** | ** ** | **4,638,161.57**           | ** ** |
| **11/02/2013**    | ** ** | **5.33**         | **%**      | **143,366,519.05**                                 | ** ** | **821,798.70**    | ** ** | **3,855,312.10** | ** ** | **4,677,110.80**           | ** ** |
| **05/02/2014**    | ** ** | **5.33**         | **%**      | **142,544,720.35**                                 | ** ** | **896,507.68**    | ** ** | **3,770,390.14** | ** ** | **4,666,897.82**           | ** ** |
| **11/02/2014**    | ** ** | **5.33**         | **%**      | **141,648,212.67**                                 | ** ** | **896,507.68**    | ** ** | **3,806,635.70** | ** ** | **4,703,143.38**           | ** ** |
| **05/02/2015**    | ** ** | **5.33**         | **%**      | **140,751,704.99**                                 | ** ** | **1,045,925.62**  | ** ** | **3,719,213.48** | ** ** | **4,765,139.10**           | ** ** |
| **11/02/2015**    | ** ** | **5.33**         | **%**      | **139,705,779.37**                                 | ** ** | **1,045,925.62**  | ** ** | **3,750,684.21** | ** ** | **4,796,609.83**           | ** ** |
| **05/02/2016**    | ** ** | **5.32**         | **%**      | **138,659,853.75**                                 | ** ** | **1,195,343.57**  | ** ** | **3,668,715.00** | ** ** | **4,864,058.57**           | ** ** |
| **11/02/2016**    | ** ** | **5.32**         | **%**      | **137,464,510.18**                                 | ** ** | **1,195,343.57**  | ** ** | **3,675,697.50** | ** ** | **4,871,041.07**           | ** ** |
| **05/02/2017**    | ** ** | **5.31**         | **%**      | **136,269,166.61**                                 | ** ** | **1,344,761.51**  | ** ** | **3,589,107.72** | ** ** | **4,933,869.23**           | ** ** |
| **11/02/2017**    | ** ** | **5.30**         | **%**      | **134,924,405.10**                                 | ** ** | **10,160,420.32** | ** ** | **3,603,693.68** | ** ** | **13,764,114.00**          | ** ** |
| **05/02/2018**    | ** ** | **5.30**         | **%**      | **124,763,984.78**                                 | ** ** | **2,017,142.27**  | ** ** | **3,277,106.26** | ** ** | **5,294,248.53**           | ** ** |
| **11/02/2018**    | ** ** | **5.28**         | **%**      | **122,746,842.51**                                 | ** ** | **12,924,652.32** | ** ** | **3,265,178.96** | ** ** | **16,189,831.28**          | ** ** |
| **05/02/2019**    | ** ** | **5.27**         | **%**      | **109,822,190.19**                                 | ** ** | **2,689,523.03**  | ** ** | **2,868,410.30** | ** ** | **5,557,933.33**           | ** ** |
| **11/02/2019**    | ** ** | **5.23**         | **%**      | **107,132,667.16**                                 | ** ** | **15,987,720.21** | ** ** | **2,827,212.86** | ** ** | **18,814,933.07**          | ** ** |
| **05/02/2020**    | ** ** | **5.20**         | **%**      | **91,144,946.95**                                  | ** ** | **3,511,321.73**  | ** ** | **2,359,029.70** | ** ** | **5,870,351.43**           | ** ** |
| **11/02/2020**    | ** ** | **5.15**         | **%**      | **87,633,625.22**                                  | ** ** | **19,499,041.94** | ** ** | **2,268,896.81** | ** ** | **21,767,938.75**          | ** ** |
| **11/02/2021**    | ** ** | **5.15**         | **%**      | **68,134,583.28**                                  | ** ** | **19,125,497.07** | ** ** | **3,508,931.04** | ** ** | **22,634,428.11**          | ** ** |
| **11/02/2022**    | ** ** | **5.15**         | **%**      | **49,009,086.21**                                  | ** ** | **22,562,109.82** | ** ** | **2,523,967.94** | ** ** | **25,086,077.76**          | ** ** |
| **11/02/2023**    | ** ** | **5.15**         | **%**      | **26,446,976.39**                                  | ** ** | **26,446,976.39** | ** ** | **1,362,019.28** | ** ** | **27,808,995.67**          | ** ** |

 

28

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