**Exhibit 4.29**

 

**AMENDMENT**

 

**TO ARTICLE 8 OF THE AGREEMENT**

 

**ON THE CREATION AND THE OPERATION**

 

**OF EURO DISNEYLAND EN FRANCE**

 

----

 

*Translation from French for information only*

 

 

**AMENDMENT**

 

 

**BY AND BETWEEN**

 

 

**THE REPUBLIC OF FRANCE,**

represented by the PrimeMinister and by the Minister of Public Works, Transport, National Planning,Tourism and the Sea

 

Hereinafter the “**STATE**,”

 

**L’ETABLISSEMENTPUBLIC D’AMENAGEMENT DU SECTEUR IV DE MARNE-LA-VALLEE,**

 

for whom appears theDirector General,

 

Hereinafter “**EPAFRANCE**” or “**EPA**,”

 

 

**PARTIESOF THE FIRST PART,**

 

 

**AND:**

 

The ***OwnerCompanies***acting jointly and severally, namely:

 

•                                ***EURODISNEYLAND S.N.C.***, a [French] *Société enNom Collectif* having its registered office in CHESSY (77777), RouteNationale 34, Immeubles Administratifs, registered with the Meaux Registry ofCommerce and Companies under number B 350 141 818,

 

•                                ***EURODISNEY ASSOCIES S.N.C.***, a [French] *Société enNom Collectif* having its registered office in CHESSY (77777), RouteNationale 34, Immeubles Administratifs, registered with the Meaux Registry ofCommerce and Companies under number B 397 471 822,

 

represented for thepurposes hereof, in application of article 8.6.(4) of the Agreement, by thethird Owner Company:

 

•                                ***EURODISNEY S.C.A.***, a [French] *Société en Commandite parActions*having its registered office in CHESSY (77777), RouteNationale 34, Immeubles Administratifs, registered with the Meaux Registry ofCommerce and Companies under number B 334 173 887, acting both in its own nameand in its capacity as a representative of EURO DISNEYLAND S.N.C. and EURODISNEY ASSOCIES S.N.C.

 

represented by itsManager (“*Gérant*”), EURO DISNEY S.A.S., a [French]*Société par Actions Simplifiée*havingits registered office in CHESSY (77777), Route Nationale 34, Immeubles Administratifs,registered with the Meaux Registry of Commerce and Companies under number B 341908 945,

 

2

----

 

represented by itsPresident,

 

Hereinafter the “OwnerCompany,”

 

 

**PARTIESOF THE SECOND PART.**

 

 

**THE FOLLOWING HAS BEEN STATED:**

 

**WHEREAS** EuroDisneyland, Euro Disney Associés and Euro Disney are the three Owner Companieswithin the meaning of the Agreement on the Creation and the Operation of EuroDisneyland en France signed on March 24, 1987 (the “Agreement”), as modified byvarious amendments entered into since said date and by the adhesion of EuroDisney Associés SNC, which has since become Euro Disney Associés SCA, to theAgreement;

 

**WHEREAS** in thecontext of the financial reorganization of the Euro Disney company and of itssubsidiaries (the “Euro Disney Group”), a Memorandum of Understanding wasentered into on September 30, 2004, between Euro Disney, The Walt DisneyCompany (“Disney”), the Caisse des Dépôts et Consignations and the negotiationcommittee of the Euro Disney Group’s bank creditors (the “Memorandum ofUnderstanding”);

 

**WHEREAS** thisMemorandum of Understanding provides, among a number of measures intended toimprove the Euro Disney Group’s equity and cash flow, a legal reorganizationconsisting in having Euro Disney contribute to Euro Disney Associés, havingpreviously been transformed into a *Société en Commandite parActions* – which was done pursuant to a decision of the partners in ageneral meeting held on September 30, 2004 – nearly all its assets andliabilities, including all those relating to the operation of the DisneylandParis and the Walt Disney Studios Parks;

 

**WHEREAS** thebylaws provide that Euro Disney Associés is to be managed by Euro DisneyS.A.S.;

 

**WHEREAS** theMemorandum of Understanding provides that the above-mentioned contributionshall take place in the context of a contribution of assets and liabilitiessubject to the rules governing spin-offs as set forth in the provisions ofArticles L.225-147 and L.236-22 of the French Code of Commerce, and that inreturn for such contribution, Euro Disney shall receive a majority shareholdingin the capital of Euro Disney Associés;

 

**WHEREAS** theMemorandum of Understanding also provides that Disney shall remain a 39%shareholder in Euro Disney SCA’s capital until December 31, 2016;

 

**WHEREAS** in viewof the above-mentioned contribution of assets and liabilities, Euro DisneyAssociés, which is the “Financial Owner Company” pursuant to Article 8, shallhence be a subsidiary of Euro Disney SCA and shall thus operate the Project inlieu of Euro Disney SCA;

 

3

----

 

**WHEREAS**accordingly, it is necessary to modify Article 8 of the Agreement by means ofthis amendment to take account of the legal reorganization as provided in thispreamble;

 

**WHEREAS THE STATE AND EPAFRANCE**are directly concerned by such modifications;

 

**WHEREAS** theAgreement provides, in article 36, the possibility for parties directlyconcerned by a modification of said Agreement to execute amendments;

 

**WHEREAS** itbears restating that the STATE and EPAFRANCE are involved individually withregard to this amendment, each within the limits of its capacities, inaccordance with the provisions of Article 4.1 of the Agreement;

 

**WHEREAS** article8.2 of the Agreement provides that the Owner Company and the Financial OwnerCompany may be organized as companies governed by French law and transformedinto *sociétés anonymes* if they were firstorganized as *sociétés en nom collectif*.

 

**WHEREAS**, underthese conditions, it is appropriate, in accordance with Article 36 of theAgreement, to execute an amendment (the “Amendment”) between the partiesdirectly concerned by the modifications to be made to the Agreement as a resultof the Memorandum of Understanding.

 

**NOW THEREFORE, THE PARTIES HEREBYAGREE AS FOLLOWS:**

 

**ARTICLE 1 – Modification ofArticle 8 of the Agreement**

 

1.1                       Inthe final paragraph of article 8.1, the phrase starting with “*it being specified however*” and ending with “*by the provisions of said Articles*” is deleted.

 

1.2                       InArticle 8.2, a third paragraph is added worded as follows:

 

“*The Financial Owner Company may also be transformed into a ‘Société enCommandite par Actions.’*“

 

1.3                       Article8.3.2 is cancelled and replaced by the following provision:

 

“*Euro Disney SCA shall be the majority shareholder of the FinancialOwner Company, as long as the Financial Owner Company is an Owner Companywithin the meaning of the Agreement.*”

 

1.4                       Article8.5 is modified as follows:

 

the finalparagraph of Article 8.5 is deleted and replaced by the following provision:

 

“*Any modification made to the information contained in the Extrait K bisshall be notified by the Owner Company and the Financial Owner Company to theSTATE.*”

 

4

----

 

1.5                       Articles8.6.3, 8.6.4 and 8.6.5 are cancelled and replaced by the following provisions:

 

“*(3)*               *Except as otherwise agreed by the Parties, the two Owner Companies andthe Financial Owner Company will be jointly liable for the performance of allobligations of the Owner Company under the present Agreement, other than thoseaddressed by Article 18 hereafter which are addressed by paragraph (5) of thepresent Article.  It is agreed that theFRENCH PUBLIC PARTIES, the RATP, the EPA and EPAMARNE shall always remain, inparticular from a practical standpoint, in the same position as if there hadonly been a single Owner Company;*

 

*(4)**                     Topermit due performance of the present Agreement, on the practical level, one ofthe two Owner Companies or the Financial Owner Company will be designated asthe sole representative of the two Owner Companies and of the Financial OwnerCompany vis-à-vis the FRENCH PUBLIC PARTIES the RATP, the EPA andEPAMARNE, unless otherwise agreed by the Parties;*

 

*(5)**                     TheLenders of the Loans on Special Terms mentioned in Article 18 hereafter shalllook to each Owner Company or to the Financial Owner Company individually, incompliance with the provisions of the loan agreements in force, for the properperformance of the undertakings of such Owner Company or the Financial OwnerCompany with respect to the amount of the Loans on Special Terms advanced to itand in particular, provided such terms and conditions remain in force, forcompliance with the terms and conditions of Annex 18 hereto that remainapplicable, except that the royalty deferral provisions of Sub-Annex A to Annex18 shall apply to both Owner Companies and to the Financial Owner Company on anaggregate basis.  To this effect, in caseof default by one of the two Owner Companies or of the Financial Owner Company,in the cases set forth in said Sub-Annex A, the other Owner Company or theFinancial Owner Company shall advance to the defaulting Owner Company theroyalties that it will have so deferred, pursuant to the stipulations of thepresent paragraph and of said Sub-Annex A;**and*“

 

1.6                       Article8.6.6 is modified as follows:

 

                                      In the secondparagraph of Article 8.6.6, the words “*and to Article 8.3.2hereabove*” and the second dash paragraph shall be deleted.

 

 

**ARTICLE 2 – Application of theAgreement and its Amendments**

 

All the other clauses,charges and conditions of the Agreement and its amendments remain unchanged.

 

 

**ARTICLE 3 – Entry into force**

 

The present Amendmentshall enter into force on the date of the completion of the contribution ofassets and liabilities transaction as provided in the preamble hereto, exceptthe modification to Article 8.2, which shall enter into force prior to theexecution of this amendment by agreement of the parties on the interpretationof the former wording of said article 8.2.

 

For the purposes ofdetermining the effective date, Euro Disney Associés and Euro Disney SCA shalljointly notify the STATE, and each of the other FRENCH PUBLIC PARTIES, of thecompletion of the contribution of assets and liabilities, together with thename of the Owner Company that is to represent the other Owner Companies, incompliance with article 8.6.(4) of the Agreement.

 

5

----

 

 

**ARTICLE 4 – Language**

 

The present amendment shallbe executed in both the French language and the English language, both versionsbeing deemed authentic.  Should there beany discrepancy as to substance between the two versions, the French versionshall prevail.

 

 

Made in six (6) originals

 

in Paris, on December 22,2004.

 

 
| **FOR THE OWNER COMPANY**                  |                                                                              | **THE REPUBLIC OF FRANCE** |   |
|--------------------------------------------|-----------------------------------------------------------------------------------|----------------------------|--------|
| By:                                        |  EURO DISNEY S.C.A.                                                          | By:                        |
| By its Manager  (“Gérant”), | The Prime Minister                                                                |
| EURO DISNEY S.A.S.                         | ** **                                                                        |
| Mr. André Lacroix,  President         | ** **                                                                        |
| ** **                                 | ** **                                                                        |
| ** **                                 | ** **                                                                        |
| ** **                                 | ** **                                                                        |
| ** **                                 | The Minister of Public  Works, Transport,  National Planning, Tourism and the Sea |
| ** **                                 | ** **                                                                        |
| ** **                                 | ** **                                                                        |
| ** **                                 | **EPAFRANCE**                                                                     |                       |
|                                       | By:                                                                               |                       |
|                                       | The Director General                                                              |
|                                            |                                                                                   |                            |        |  |  |  |

 

6

----