**Exhibit 4.10**

** **

**AMENDMENT AGREEMENT N 2TO THE *CONVENTION SUR LE RANG***

** **

**BETWEEN :**

 

1)                                     **La Caisse des Dépôts etConsignations**, a specialFrench *établissement* created by the Law of 28 April 1816as incorporated into articles L.518-7 of the Code monétaire et financier, whose*principal établissement* is situated at56, rue de Lille, 75007 Paris,

 

hereinafter referred to as the « **CDC** »,

 

**AND**

 

2)                                     **BNP PARIBAS**, a French *société anonyme*whose registered office is at 16, boulevard des Italiens, 75009 Paris, actingin its capacity as Agent for the Banks.

 

**WHEREAS :**

 

I.                                        Pursuant to an agreement relating to thegranting of ordinary loans dated 17 May 1989 between the CDC, Euro DisneyS.C.A. and Euro Disneyland S.N.C. as amended by two amendment agreements dated10 August 1994 and 30 September 1999 and by an amended and restatedagreement relating to the granting of ordinary loans dated 1 December 2004the entry into force of which is conditional upon the completion of theContribution and the Completion of the Share Capital Increase (the« **CDC Ordinary Loan Agreement** »), the CDC has madeavailable to Euro Disney SCA and Euro Disneyland SNC (the « **Borrowers** »), a loan facility on special conditionsdefined as « ordinary loans ». The principal amount of the ordinaryloan to the Operating Company was € 40.604.698,63 as at 30 September 2004and the principal amount of the ordinary loan to the Financing Company was €86.851.852,43 as at 30 September 2004.

 

As security for any amountsbecoming due to the CDC under the CDC Ordinary Loan Agreement :

 

(a)          by the Borrowers under the Ordinary Loan Ato the Financing Company and under the Ordinary Loan to the Operating Company,the Operating Company granted to the CDC a first-ranking *hypothèque*on the land on which the « Disneyland Park » theme park was built andthe adjoining campsite under an *acte authentique*dated21 November 1989 amended by *actes authentiques*dated 4 December 1992 and 19 February 1993, that *hypothèque*having been renewed until 1 November 2025 ; and

 

(b)         by the Financing Company under the OrdinaryLoan B to the Financing Company (€ 125.000.000), the Financing Company, inthe context of the 2004 financial restructuring of the Euro Disney group,undertook to grant to the CDC a second-ranking *hypothèque*on the land on which the « Disneyland Park » theme park was built andthe adjoining campsite (the « **Second-Ranking Hypothèque** »).

 

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II.                                    Pursuant to the multi-currency loan and letterof credit facilities agreement dated 5 September 1989 between Euro DisneySCA, Euro Disneyland SNC and the Banks (as amended by amendment agreementsdated 10 August 1994, 17 March 1995 and amended and restatedwith effect from 1 October 2004 by a Phase IA amendment andrestatement agreement dated 1 December 2004 (the « **Phase IA Amendment and Restatement Agreement** ») (the« **Phase IA Credit Agreement** »), theBank granted Loans to the Borrowers of an aggregate principal amount, on theRestatement Date (as defined in the Phase IA Credit Agreement) of €273,488,244.34.

 

As security for itsobligations in its capacity as Borrower as well as security for its obligationsin its capacity as joint and several debtors**of theFinancing Company under the Phase IA Credit Agreement, the Operating Companyundertook, pursuant to clause 3 of the Phase IA Credit Agreement, to maintainfirst-ranking *hypothèques* on all *immeubles par nature ou par destination* included inPhase IA, with the exception of those which were the subject of thedischarge; as security for its obligations as Borrower and as limited guarantorof the Operating Company, the Financing Company undertook, pursuant to clause 3of the Phase IA Credit Agreement, to maintain first-ranking *hypothèques* on all *immeubles par nature oupar destination* included in the Parc Disneyland (other than thosewhich were the subject of the discharge); those *hypothèques*were granted by *actes authentiques* dated 21 November 1989,4 December 1992, 19 February 1993 and 8 July 1997.

 

III.                                The CDC and the Agent for the Banks enteredinto a *convention sur le rang* by an agreement (*acte sous seing privé*) dated 30 October 1989 (the« **Convention sur le Rang** »),pursuant to which the registrations (*inscriptions hypothécaires*)to be made under the Phase IA Credit Agreement and the CDC Ordinary LoanAgreement, for the benefit of the Banks and the CDC respectively, provided forin paragraphs I(a) and II above (the “**First-Ranking Hypothèques**”),will rank pari passu and consequently in any order or distribution relating tothe price of the property, the Banks and the CDC will rank pari passu, inproportion to the amount owed to them.

 

The Convention sur le Rang was restated in the *acte authentique* dated 21 November 1989 and wasamended by an first amendment agreement dated 10 August 1994.

 

IV.                                As indicated in paragraphs I and II of therecitals above, the CDC Ordinary Loan Agreement was amended by an agreementrelating to the granting of ordinary loans dated 1 December 2004 theentry into force of which is conditional upon the completion of theContribution and the Completion of the Share Capital Increase and the Phase IACredit Agreement has been amended and restated by the “Phase IA Amendment andRestatement Agreement”.

 

**NOW, THEREFORE, IT IS HEREBY AGREED**as follows:

 

1.                                      Expressions having a capital letter in thepresent amendment agreement have, except where an express contrary intention isindicated, the meaning given in the Convention sur le Rang, the CommonAgreement Amendment and Restatement (as defined in the Phase IA CreditAgreement) and the Phase IA Credit Agreement.

 

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2.                                      The parties acknowledge that they are aware ofall provisions of the CDC Ordinary Loan Agreement and of the Phase IA Amendmentand Restatement Agreement.

 

3.                                      The Convention sur le Rang is amended asfollows :

 

(A)                              all references to the term « Credit Facility » shall beconsidered as being references to the Phase IA Credit Agreement;

 

(B)                                paragraphs I and II of the Convention sur le Rang are deleted andreplaced by paragraphs I to IV of the above recitals of the presentamendment agreement ;

 

(C)                                the wording of clause 1 is replaced by the following wording :« Expressions used in the present agreement have, except where an expresscontrary intention is indicated, the meaning given in the Phase IA CreditAgreement, the Amended and Restated Common Agreement (as defined in the PhaseIA Credit Agreement) and the CDC Ordinary Loan Agreement. » ;

 

(D)                               a new clause 2 is created, worded as follows : « Theprovisions of clauses 4 to 7 of the present agreement apply exclusively tothe First-Ranking Hypothèques, none of them being applicable to theSecond-Ranking Hypothèque. »

 

(E)                                 a new clause 3 is created, worded asfollows : “The First-Ranking Hypothèque in favour of the CDC referred toin paragraph I (a) of the above recitals has been registered until1 November 2025. The First-Ranking *Hypothèques*in favour of the Banks referred to in paragraph II of the above recitalswere registered until 30 November 2011. However, the debt owed to theBanks under the Phase IA Credit Agreement will not be extinguished, pursuant tothe Phase IA Amendment and Restatement Agreement, until 31 May 2012 or the lastbusiness day of May 2012. Pursuant to the provisions of clause 3 of thePhase IA Credit Agreement, in the event that the period of registration of anyFirst-Ranking *Hypothèque* would expire beforethe Final Repayment Date and in the event that the Agent requests renewal atany moment, the Borrowers have formally and irrevocably agreed that the renewalof the registration of the *hypothèque* tothe Final Repayment Date (increased by two years) would be effected at thelatest three months before its expiration at the expense of Euro DisneyAssociés SCA.  Such renewals must beeffected at the competent mortgage registries not later than 3 months prior tothe Final Repayment Date.  The totalamount of the debt secured by the First-Ranking Hypothèques shall not be lessthan 125 % of the Total Outstanding Amount. The CDC accepts from now onthat these renewals will take place and that once renewed, all provisions ofthe present agreement will be applicable to the First-Ranking *Hypothèques* so renewed.”;

 

(F)                                 the wording of the former clause 2 nowclause 4 is replaced by the following wording : « In relation tothe First-Ranking Hypothèques, the registrations made in favour of the CDC andthe Banks respectively will rank pari passu. Consequently, in any orders ordistributions relating to the price of the properties covered by theFirst-Ranking Hypothèques, the Banks and the CDC will rank pari passu, inproportion to the amount owed to them under the CDC Ordinary Loan Agreement(except those amounts relating to the B Ordinary Loan to the Financing Company)and under the Phase IA Credit Agreement respectively, as such amount will bedetermined at the date of the order to foreclose initiated by the CDC or theAgent, resulting in the execution of the First-RankingHypothèques. » ;

 

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(G)                                the wording of the former clause 3 now clause 5 is replaced bythe following wording : « The cancellation of each of theregistrations whose ranking is the subject of this agreement, that is to saythe registrations relating to the First-Ranking Hypothèques, may be effected onthe basis of the sole release of the holder of the registration concerned orhis successors.  In giving effect to thecancellation without the agreement and not in the presence of the holder(s) ofall competing registrations, the *conservateur deshypothèques* will be fully and validly discharged, and thissub-paragraph shall have entire effect whatever the capacity of the creditors’representatives and the form of their mandate. » ;

 

(H)                               the wording of the former clause 4 now clause 6 is replaced bythe following wording : « Notwithstanding the provisions for equalranking above, each of the CDC and the Agent will independently be entitled toenforce the above-mentioned First-Ranking Hypothèques granted respectively tothe CDC and the Banks, as they see fit. Should the CDC decide to enforce its First-Ranking Hypothèque, it shalladvise the Agent immediately just as the Agent must immediately advise the CDCof the Banks’ intention to take such step. » ; and

 

(I)                                    the wording of the former clause 5 isdeleted.

 

4.                                      The other provisions of the Convention sur leRang remain unchanged. The present amendment agreement shall not be interpretedas creating a new undertaking, as the rights and obligations acquired prior tothe date of the present amendment agreement remain in existence.

 

5.                                      The present amendment agreement will takeeffect on the Restatement Date.  In theevent that certain provisions of the Memorandum of Agreement are terminated inaccordance with paragraph (b) of clause 7.7 of the Memorandum of Agreement (*Termination*) of the Memorandum Agreement, the presentamendment agreement will be void.

 

6.                                      The present amendment agreement is governed byFrench law.  Any dispute between theparties arising from the present amendment agreement shall be submitted to theexclusive jurisdiction of the Tribunal de Commerce de Paris or if the disputeconcerns the CDC, to the competent tribunal within the jurisdiction of the Courd’Appel de Paris.

 

7.                                      All costs, fees, duties and taxes due inconnection with the present agreement shall be payable by the OperatingCompany.

 

8.                                      The parties require the registration of thepresent agreement.  The present amendmentagreement shall be deposited at the offices of Office Notarial, Pacal Dufour,Jean-Pierre Benoist and Claudine Savary, 15 boulevard Poissonnière, 75002 Parisand will be restated by notarial agreement.

 

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| Signed in Paris,                                    |   |                                          |
|-----------------------------------------------------|--------|-----------------------------------------------|
| 1 December 2004,                          |   |                                          |
| In 4 counterparts, one of which shall be registered |   |                                          |
| and one shall be deposited with the Notary.         |   |                                          |
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| BNP PARIBAS                                         |   | Caisse des Dépôts et  Consignations |

 

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