**Exhibit 4.16(a)**

 

***Translation for information purposes only***

 

**EURO DISNEYLAND IN FRANCE – PHASE IA**

 

 

**1 December 2004**

 

 

**PHASE IA CREDIT AMENDMENT AND RESTATEMENTAGREEMENT**

 

 

**Multi-Currency Loan and Letter of CreditFacilities Agreementdated 5 September 1989**

 

 

*Borrowers*

 

**EURO DISNEYLAND S.N.C.**and**EURO DISNEY S.C.A.**and**EURO DISNEY ASSOCIES S.C.A.**and**THE BANKS**

* *

*Agent***BNP PARIBAS**

 

 

*Legal advisers to the Agent*

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

 

 

*Legal advisers to the Borrower***Freshfields BruckhausDeringer**2-4, rue Paul Cézanne75008 Paris

 

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**TABLE OFCONTENTS**

 
| 1.                                                                                    | Definitions                                                                                       |   |
|---------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|--------|
|                                                                                  |                                                                                              |   |
| 2.                                                                                    | Transitional  Period                                                                              |   |
|                                                                                  |                                                                                              |   |
| 3.                                                                                    | Partial  prepayment and New Outstanding Amounts of Tranche A, Tranche D1 and Tranche  D2 Banks    |   |
|                                                                                  |                                                                                              |   |
| 4.                                                                                    | Prepayment  in full of Third Party Lenders – New Outstanding Amounts of the Tranche B  Banks |   |
|                                                                                  |                                                                                              |   |
| 5.                                                                                    | Amendment  and Restatement of the Agreement                                                       |   |
|                                                                                  |                                                                                              |   |
| 6.                                                                                    | Conditions  Precedent                                                                             |   |
|                                                                                  |                                                                                              |   |
| 7.                                                                                    | Representations  and Warranties                                                                   |   |
|                                                                                  |                                                                                              |   |
| 8.                                                                                    | Undertakings                                                                                      |   |
|                                                                                  |                                                                                              |   |
| 9.                                                                                    | Effective Date                                                                                    |   |
|                                                                                  |                                                                                              |   |
| 10.                                                                                   | Termination                                                                                       |   |
|                                                                                  |                                                                                              |   |
| 11.                                                                                   | Agent                                                                                             |   |
|                                                                                  |                                                                                              |   |
| 12.                                                                                   | Waiver of rights                                                                                  |   |
|                                                                                  |                                                                                              |   |
| 13.                                                                                   | Costs and Expenses                                                                                |   |
|                                                                                  |                                                                                              |   |
| 14.                                                                                   | No Novation                                                                                       |   |
|                                                                                  |                                                                                              |   |
| 15.                                                                                   | Severability of  Provisions                                                                       |   |
|                                                                                  |                                                                                              |   |
| 16.                                                                                   | Formalities                                                                                       |   |
|                                                                                  |                                                                                              |   |
| 17.                                                                                   | Language                                                                                          |   |
|                                                                                  |                                                                                              |   |
| 18.                                                                                   | Governing law                                                                                     |   |
|                                                                                  |                                                                                              |   |
| 19.                                                                                   | Jurisdiction                                                                                      |   |
|                                                                                  |                                                                                              |   |
| SCHEDULE 1 Banks                                                                      |                                                                                              |
|                                                                                  |                                                                                              |
| SCHEDULE  2 Third Party Lenders Agreements Part One EIB                               |                                                                                              |
|                                                                                  |                                                                                              |
| SCHEDULE  2 Third Party Lenders Agreements Part Two Dexia                             |                                                                                              |
|                                                                                  |                                                                                              |
| SCHEDULE  3 Pledge Agreement Over Receivables (Acte de nantissement de créances) |                                                                                              |

 

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| SCHEDULE  4 Amendment Agreement to the CDC Agreement                         |   |
|------------------------------------------------------------------------------|--------|
|                                                                         |   |
| SCHEDULE  5 Amendment Agreement to the Guarantors’ Sharing Agreement    |   |
|                                                                         |   |
| SCHEDULE  6 Amendment Agreement to the Master Agreement                      |   |
|                                                                         |   |
| SCHEDULE  7 Amendment Agreement to the Delegation Agreement                  |   |
|                                                                         |   |
| SCHEDULE  8 Amendment to the subordination agreement                         |   |
|                                                                         |   |
| SCHEDULE  9 Amendment Agreement to the *Convention sur le Rang*              |   |
|                                                                         |   |
| SCHEDULE  10 Standby Revolving Supplemental Agreement                        |   |
|                                                                         |   |
| SCHEDULE  11 Amendment Agreement to the Independent Auditors’ Agreement |   |
|                                                                         |   |
| SCHEDULE  12 Conference Centre Lease Supplemental Agreement                  |   |
|                                                                         |   |
| SCHEDULE  13 Amended and Restated Agreement                                  |   |
|                                                                         |   |
| SCHEDULE 14 Funds  Agreement                                                 |   |
|                                                                         |   |
| SCHEDULE  15 Amendment and Restatement Agreement to the Common Agreement     |   |
|                                                                         |   |
| SCHEDULE  16 Phase IA Advances Amendment and Restatement Agreement           |   |
|                                                                         |   |
| SCHEDULE  17 Phase IB Partners Advances Amendment and Restatement            |   |
|                                                                         |   |
| SCHEDULE  18 Phase IB Credit Amendment and Restatement Agreement             |   |
|                                                                         |   |
| SCHEDULE  19 Form of Disney Undertaking                                      |   |
|                                                                         |   |
| SCHEDULE  20 Form of Disney Undertaking                                      |   |
|                                                                         |   |
| SCHEDULE 21 Disney  Undertaking                                              |   |
|                                                                         |   |
| SCHEDULE  22 Form of Disney Undertaking (SNC undertaking)                    |   |
|                                                                         |   |
| SCHEDULE  23 Euro Disney S.A.S. Undertaking                                  |   |
|                                                                         |   |
| SCHEDULE 24  Compensation letter                                             |   |
|                                                                         |   |
| SCHEDULE  25 Letter relating to the Master Agreement                         |   |
|                                                                         |   |
| SCHEDULE  26 List of Indebtedness                                            |   |
|                                                                         |   |
| SCHEDULE  27 Outstanding Amounts as at 1 October 2004 after Prepayment       |   |
|                                                                         |   |
| SCHEDULE 28 New scheduled repayments                                         |   |

 

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| SCHEDULE  29 Waiver of Debt Agreements                                                                |   |
|-------------------------------------------------------------------------------------------------------|--------|
|                                                                                                  |   |
| SCHEDULE 30 Part 1  Amendment Agreement to the *nantissements de comptes*  agreements (Phase IA Loan) |   |
|                                                                                                  |   |
| SCHEDULE 30 Part 2  Amendment Agreement to the *nantissements de solde  de compte* agreement [SCA]    |   |
|                                                                                                  |   |
| SCHEDULE 31 Form of Legal Opinions                                                                    |   |
|                                                                                                  |   |
| SCHEDULE 32 Agreement in principle  of the tax administration                                         |   |
|                                                                                                  |   |
| SCHEDULE 33 New Revolving Credit  Facility                                                            |   |

 

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**BETWEEN :**

 

**1)****                                    EURODISNEYLAND S.N.C.**, a French *société ennom collectif*, whose registered office is at ImmeublesAdministratifs, Route Nationale 34, 77700 Chessy, registered at the Trade andCompanies Registry of Meaux under number B 350 141 818,

 

**2)****                                    EURODISNEY S.C.A.**, a French *société encommandite par actions*, whose registered office is at ImmeublesAdministratifs, Route Nationale 34, 77700 Chessy, registered at the Trade andCompanies Registry of Meaux under number B 334 173 887,

 

(hereinafterreferred to together as the “**Borrowers**”)

 

and

 

**OF THE FIRST PART**

 

**3)****                                    EURODISNEY ASSOCIES S.C.A.**, a French *société en commandite par actions*, whose registered officeis at Immeubles Administratifs, Route Nationale 34, 77700 Chessy,Seine-et-Marne, registered at the Trade and Companies Registry of Meaux undernumber B 397 471 822,

 

(hereinafter referred to as “**Euro DisneyAssociés**”)

 

**OF THE SECOND PART,**

 

and

 

**4)           **The**BANKS** whose respective names are setout in Schedule 1,

 

(hereinafter referred to together as the “**Banks**” or individually a “**Bank**”)

 

**OF THE THIRD PART,**

 

and

 

**5)****                                    BNPPARIBAS**, a French *sociétéanonyme*, whose registered office is at 16, boulevard des Italiens,75009 Paris, in its capacity as agent,

 

(hereinafter referred to as the “**Agent**”)

 

**OF THE FOURTH PART.**

 

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**WHEREAS:**

 

(A)                             Pursuantto a multi-currency loan and letter of credit facilities agreement dated 5September 1989 (the “**Agreement**”),the Banks granted to the Borrowers a New Revolving Credit Facility, utilisableby way of drawings or by the issue of letters of credit up to an aggregatemaximum amount of seven billion French francs, for the purpose of financing thedevelopment of Phase IA and the purchase of Additional Land as well ascertain operating costs of Euro Disney S.C.A.

 

(B)                               Sincethat date, (i) certain amendments (the “**Amendments**”)have been made to the Agreement by two supplemental agreements datedrespectively 10 August 1994 and 17 March 1995 and by requests for consents andwaivers relating to the Covenants in particular of 6 September 1999 and (ii)the Banks have agreed to release partially, without payment, the mortgage overassets described in Schedule 2 to the first of the supplementalagreements referred to in (i) above.

 

(C)                               TheEuro Disney Group having encountered new financial difficulties, a memorandumof agreement was signed on 8th June 2004, between Euro Disney S.C.A., EDLHôtels, Euro Disneyland S.N.C., S.N.C. Hôtelières, The Walt Disney Company,CDC, as well as the Phase IA Banks, the Phase IA Partners, the Phase IB Banksand the Phase IB Lenders, represented by their respective agents BNP PARIBAS orCALYON, and approved by the steering committee (subsequently amended followingthe letter from Euro Disney S.C.A to the Creditors, dated 20 September2004) set out the measures necessary with a view to restoring the financialbalance of the Euro Disney Group; the memorandum of agreement, as amended wasaccepted by a letter signed by all parties on 30th September, 2004(the “**Memorandum of Agreement”**).

 

(D)                              TheMemorandum of Agreement provided for a certain number of measures, includingthe partial prepayment of the Phase IA Banks, the Phase IB Banks and the PhaseIB Lenders (tranche C), an increase in the share capital of Euro Disney S.C.A.and a reorganisation of the Euro Disney Group, consisting of the conversion ofEuro Disney Associés S.N.C. into a *société en commandite paractions*and the transfer by Euro Disney S.C.A. of all orsubstantially all of its assets and liabilities to Euro Disney Associés, thelatter thereby becoming the operator of Disneyland Resort, Paris.

 

(E)                                Thetransfer will lead to the extinguishment (by means of “*confusion”)*ofthe lease dated 1 July 1994 relating to the lease by Euro Disney AssociésS.N.C. of certain of its assets to Euro Disney S.C.A. and a sub-lease dated30 June 1994 relating the sub-lease by Euro Disney Associés S.N.C. to EuroDisney S.C.A. of the assets subject to the *Crédit-Bail*Agreement, since the same entity will have the capacity of lessor and lessee onthe one hand and lessor and sub-lessee on the other hand, such entity beingEuro Disney Associés.

 

(F)                                As aconsequence of the signature of the Memorandum of Agreement and in order toassist its implementation, a certain number of amendments are required to bemade to the Agreement; in addition, the parties wish, for the sake ofconvenience, to produce a consolidated version of the Agreement containing theAmendments, and secondly, to exclude from the text of the Agreement allhistorical provisions which have become unnecessary, to update certain obsoletereferences, clarify the drafting of certain clauses, convert the letter ofcredit facility into a loan facility, convert

 

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the revolving credit into a term loan, consolidate the Tranches intoone single tranche, and delete the Alternative Currencies.

 

(G)                               The aimof this agreement is therefore to insert the Amendments into the Agreement, toamend the Agreement in accordance with paragraph (F) above and to restate theAgreement’s unamended provisions.

 

(H)                              EuroDisney Associés is a party to this agreement in view of the fact that, as aresult of the Contribution, it will replace Euro Disney S.C.A. as a borrower.

 

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

 

# **1.**                                     Definitions

 

(A)                             For theapplication of the Agreement and its Schedules, except where the contextotherwise requires, the terms defined in the Contract, the Common Agreement orthe Covenants (as the Contract, the Common Agreement, or the Covenants havebeen modified at the date hereof) have the same meaning as is given to themtherein, and, with the exception of the terms defined in the recitals, thefollowing terms have the following meanings:

 

“**Amended and Restated Agreement**” meansthe Agreement as amended and restated pursuant to the provisions of Clause 5 (*Amendments and Restatement of the Agreement*), the text ofwhich is set out in Schedule 13.

 

“**Amendment Agreement to the CDC Agreement**”means the amendment agreement to the CDC Agreement, substantially in the formset out in Schedule 4.

 

“**Amendment Agreement to the *Conventionsur le Rang***” means the amendment agreement to the *Convention sur le Rang*, substantially in the form set out inSchedule 9.

 

“**Amendment Agreement to the Delegation Agreement**”means the amendment agreement to the agreement referred to in (i) of thedefinition of Delegation Agreements, substantially in the form set out in Schedule7.

 

“**Amendment Agreement to the Guarantors’ SharingAgreement**” means the amendment agreement to the Guarantors’ SharingAgreement, substantially in the form set out in Schedule 5.

 

“**Amendment Agreement to the Independent AuditorsAgreement**” means the amendment agreement to the Independant AuditorsAgreement, substantially in the form set out in Schedule 11.

 

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 “**AmendmentAgreement to the Master Agreement**” means the amendment agreement tothe Master Agreement between certain parties to the Master Agreementsubstantially in the form set out in Schedule 6.

 

“**Amendment Agreement to the Subordination Agreement”**means the amendment agreement to the subordination agreement between EuroDisney S.C.A., the Priority Creditors and CDC dated 19 October 1999,substantially in the form set out in Schedule 8.

 

“**Amendment and Restatement Agreement to the CommonAgreement**” means the agreement amending and restating the CommonAgreement between the Borrowers, Euro Disney Associés and the Creditors,substantially in the form set out in Schedule 15.

 

“**Amendment to Pledge Agreement**” meansthe amendment to the pledge dated 30 June 1994 between Euro Disney S.C.A., EuroDisney Associés and Euro Disneyland S.N.C. substantially in the form set out inSchedule 8.

 

“**CDC Ordinary Loan Agreement**”means the agreement relating to the granting of ordinary loans dated 17thMay 1989 between CDC, Euro Disney S.C.A and Euro Disneyland S.N.C as amended bytwo amendments dated 10th August 1994 and 30th September1999, and an amended and restated CDC agreement relating to the granting ofordinary loans between CDC, Euro Disney S.C.A. and Euro Disneyland SNC in theform initialled by way of identification by Euro Disney S.C.A and the Agent;

 

“**CDC Participating Loan Agreement**”means the agreement relating to the granting of participating loans dated 17thMay 1989 between CDC, Euro Disney S.C.A and Euro Disneyland S.N.C as amended bytwo amendments dated 10th August 1994 and 30th September1999 and an amended and restated CDC agreement relating to the granting ofparticipating loans between CDC, Euro Disney S.C.A. and Euro Disneyland SNC inthe form initialled by way of identification by Euro Disney S.C.A. and the Agent;

 

“**CDC Second ParkAgreements**” means

 

(a) the Loan Agreements (tranches A, B, C and D) dated 30thSeptember 1999 between Euro Disney S.C.A and CDC, as amended by amendmentsdated 18th November 2002, and by amended and restated loanagreements (tranche A, B, C and D) between Euro Disney S.C.A. and CDC, in theform initialled for identification by Euro Disney S.C.A. and the Agent; and

 

(b) the Loan Agreement (tranche E) between Euro Disney S.C.A and CDC tobe entered into no later than the Completion of Share Capital Increase in theform initialled for identification by Euro Disney S.C.A. and the Agent; and

 

(c) the subordination agreement between Euro DisneyS.C.A, the Priority Creditors and CDC dated 19th October 1999 asamended by the Subordination Amendment Agreement and by an agreement amendedand restated between Euro Disney Associés S.C.A., the Priority Creditors andCDC in the form initialled for identification by Euro Disney S.C.A. and theAgent.

 

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“**Common Agreement**” means the commonagreement dated 10 August 1994 between Euro Disney S.C.A., acting for itselfand for the account of its subsidiaries listed in the schedules thereto, EDLHotels S.C.A., acting for itself and for the account of its subsidiaries listedin the schedules thereto, Euro Disneyland S.N.C., the SNC Hotel Companies, thePhase IA Banks, CDC, the Phase IA Partners, the Phase IB Banks and the Phase IBLenders.

 

“**Common Agreement Amended and Restated**”means the Common Agreement as amended and restated pursuant to the Amendmentand Restatement Agreement to the Common Agreement the text of which is annexedthereto.

 

“**Compensation Letter**” means the lettersubstantially in the form of Schedule 24.

 

“**Completion of Share Capital Increase**” means,in relation to any of the measures agreed under the Memorandum of Agreement,that the new shares of Euro Disney S.C.A. have been subscribed for, fully paidup in cash and issued, for a gross minimum amount of € 250,000,000, andthat the net proceeds have been paid to Euro Disney S.C.A.

 

“**Conference Centre Lease Supplemental Agreement**”means the amendment agreement to the real property finance lease dated 15 May1996 between Centre de Congrès Newport SAS and EDL Hôtels S.CA. relating to theNew Port Bay Club conference centre, substantially in the form set out in Schedule 12.

 

“**Contract**” meansthis contract, including its Schedules.

 

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

 

“**Contribution**” means the contribution byEuro Disney S.C.A. of its assets and liabilities to Euro Disney Associés asprovided for in the Contribution Agreement.

 

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

 

“**Disney Undertaking**” means the lettersfrom The Walt Disney Company and from Disney Enterprises, Inc., substantiallyin the forms set out in Schedules 19, 20, 21 and 22.

 

“**Euro Disney S.A.S. Undertaking**” means(i) the letter from The Walt Disney Company substantially in the form of Schedule23, and (ii) the letter from the manager (*gérant*)of Euro Disney S.C.A. annexed to the letter referred to in (i).

 

“**Financial Year**” means the period Ncommencing on 1 October of the calendar year N-1 and ending on30 September of the following calendar year N. For example, the 2004Financial Year commences on 1 October 2003 and ends on 30 September 2004.

 

“**Fund Agreement**”means the agreement between Euro Disney S.C.A. and Euro Disney Associés,substantially in the form set out in Schedule 14.

 

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“**Letter relating to the Master Agreement**”means the letter substantially in the form set out in Schedule 25.

 

“**Licence Agreement Supplemental Agreement**”means (i) the letter from The Walt Disney Company (Netherlands) BV to EuroDisney S.C.A. dated  28 March 2003, (ii)the amendment agreement n°4 to the Licence Agreement, substantially in the formset out in the Schedule to the Amended and Restated Common Agreement, (iii) theletter from The Walt Disney Company (Netherlands) B.V. to BNP PARIBAS, CALYONand CDC substantially in the form set out in the Schedule to the Amended andRestated Common Agreement and in the letter from The Walt Disney Company(Netherlands) BV to Euro Disney S.C.A. a copy of which is annexed to suchletter, and (iv) the letter from Disney Enterprises, Inc. relating to theconditions of renewal or extension of the Licence Agreement substantially inthe form of the schedule to the Amended and Restated Common Agreement.

 

“**List of Indebtedness**” means the listdrawn up as at 30 September 2004 setting out for each of the companies inthe Euro Disney Group, the SNC Hotel Companies and the Financing Company, theirIndebtedness and set out in Schedule 26.

 

“**New Revolving Credit Facility**” meansthe standby revolving credit facility in a principal amount of €150 millionreducing to €100 million as from 1 October 2009 granted by TWDC to Euro DisneyS.C.A. on 30 September 2004, a copy of which is contained in Schedule 33.

 

“**Phase IA Advances Amendment and RestatementAgreement**” means the agreement amending and restating the Phase IAPartners Advances Agreement, substantially in the form set out in Schedule 16.

 

“**Phase IB Credit Amendment and RestatementAgreement**” means the agreement amending and restating the Phase IBCredit Facility Agreement, substantially in the form set out in Schedule 18.

 

“**Phase IB Partners Advances Amendment andRestatement Agreement**” means the agreement amending and restatingthe Phase IB Advances Agreements, substantially in the form set out in Schedule 17.

 

“**Pledge Agreement**” means the pledgeagreement replacing the pledge agreement dated 30 June 1994 between Euro DisneyS.C.A., Euro Disney Associés S.C.A. and Euro Disneyland SNC substantially inthe form of Schedule 3.

 

“**Remuneration Agreement**” means (i) theletter from Euro Disney SAS and Euro Disney Associés S.C.A. to the Agent,CALYON and CDC substantially in the form set out in the Schedule to the Amendedand Restated Common Agreement and (ii) the agreements between Euro DisneyS.C.A. and Euro Disney SAS relating to the Management Fees of the management ofEuro Disney S.C.A. substantially in the form of Schedules A and B to the letterreferred to in paragraph (i).

 

“**Restatement Date**” means the date onwhich all conditions precedent specified in the Common Agreement Amendment andRestatement and which are not waived by the Agent are satisfied.

 

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“**Restructuring Commission**” means thecommission which Euro Disney S.C.A. has undertaken to pay to the Creditors(other than CDC) in relation to the restructuring, pursuant to the provisionsof Clause 7.2.1 (*Commission*) of the Memorandum ofAgreement.

 

“**Royalties**” means the royalties that theOperating Company must pay to the licensor (as this term is defined in theLicence Agreement) under the Licence Agreement.

 

“**SCA Loan**” means the outstanding amountsof sums loaned by the Operating Company under the Contract constituting theComplementary Loan (including the Operating Facility Amount).

 

“**SNC Loan**” means the outstanding amountsof sums loaned by the Financing Company under the Contract constituting thePrincipal Loan.

 

“**Security Deposits**” means (i) theamounts paid as deposit by Euro Disney S.C.A. to the Phase IA Banks Agent andpledged by way of *gage-espèces* in favour of thePhase IA Banks and the CDC by way of security for all sums due and owing inrespect of the Phase IA Credit Agreement and the agreement relating to thegranting of ordinary loans referred to in the first part of the definition ofCDC Ordinary Loan Agreement, and (ii) the sums paid as deposit by EDL Hotels tothe Phase IB Credit Agent and pledged by way of *gage-espèces* in favour of the Phase IB Banks and the PhaseIB Lenders as security for all sums due under the Phase IB Credit Agreement andthe Phase IB Advances Agreement.

 

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

 

“**Steering Committee**” means the workinggroup representing creditors of the Senior Debt (other than CDC), set up forthe financial restructuring of the Euro Disney Group.

 

“**Standby Revolving Credit Supplemental Agreement**”means (i) the amendment agreement to the Standby New Revolving Credit Facilitybetween Disney Enterprises, Inc. (previously named The Walt Disney Company) andEuro Disney S.C.A., substantially in the form set out in Schedule 10and (ii) from the Share Capital Increase Completion Date, the Promissory Noteissued by Euro Disney Associés in an amount of €110 million to DisneyEnterprises, Inc. (formerly The Walt Disney Company) in substitution for theNew Revolving Credit Facility referred to in (i) of the definition of NewRevolving Credit Facility in the Amended and Restated Common Agreement.

 

“**Third Party Lenders Agreements**” meansthe consents given by the Third Party Lenders relating to the methods ofprepayments to be carried out pursuant to Clause 4 (Prepayment in full of theThird Party Lenders — New Outstanding Amounts of the Tranche B Banks)substantially in the forms set out in Schedule 2.

 

“**Waiver**” means the waiver referred to inthe waiver request made by Euro Disney S.C.A. to the Phase IA Banks dated 17October 2003 and in the Memorandum of Agreement.

 

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(B)                               Theprovisions of paragraph (B) of Clause 1 (*Definitions*) ofthe Agreement apply *mutatis mutandis*to this Contract.

 

# **2.**                                     Transitional Period

 

(A)                               (1)           For each repayment date fallingbetween 1 October 2004 and the Completion of Share Capital Increase Date, theservice of the debt under the Agreement (principal, interest, commission, feesand expenses) will be effected pursuant to the provisions of the Agreement;however the terms and conditions of payment of principal (including pursuant tothe Third Party Financings) will be those provided for in the Common AgreementAmendment and Restatement.

 

(2)                                 Thetotal amount applied to repayment of the principal under the Agreement and ofamounts applied to the prepayment of the debt from the Security Deposits withinthe conditions set out in the Common Agreement Amendment and Restatement isequal to 19.618% of the Total Outstanding Amounts as at 1 October 2004, being€ 66,749,536.56.

 

(B)                                 (1)           In the event that the Completion ofShare Capital Increase does not take place and subject to the provisions ofClause 10 (*Termination*) the Waiver period shall beextended until 31 March 2005 or, in the event of consultation pursuant toparagraph (a) of Clause 7.7 (*Termination*) ofthe Memorandum of Agreement, until the termination of certain of its provisionsin accordance with that Clause.

 

(2)                                 Inthe event of the Completion of Share Capital Increase, no Bank shall be entitledto exercise its rights in any way in respect of any of the Events of Default orPotential Events of Default referred to in paragraph (1) above.

 

# **3.**                                     Partial prepayment andNew Outstanding Amounts of Tranche A, Tranche D1and Tranche D2 Banks

 

In order to effect the prepayment provided for in Clause 5.1 of theMemorandum of Agreement (*Prepayment*) andnotwithstanding the provisions of the Agreement, the partial prepayment of theOutstanding Amounts of the Tranche A Banks, the Tranche D1 Banks and the TrancheD2 Banks, will be carried out in accordance with the following:

 

(A)                            As from 1October 2004 and as long as the Completion of Share Capital Increase has notoccurred, for every Drawing which is the subject of a new Notice of Borrowing,the Interest Period will be one month.

 

(B)                             (1)            No later than 2 Business Days priorto the Completion of Share Capital Increase Date, the Agent will give a noticeto the Borrowers (copied to the relevant Banks) indicating, for each of theBorrowers:

 

(a)                                 theamount of principal in respect of the Outstanding Amounts of each of theTranche A Banks, the Tranche D1 Banks and the Tranche D2 Banks which must beprepaid on the Completion of Share Capital Increase Date ; and

 

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(b)                                the amount of interest accrued up tothe Completion of Share Capital Increase Date on the amounts of principalreferred to in paragraph (a) which must be paid to each of the Tranche A Banks,the Tranche D1 Banks and the Tranche D2 Banks on the Completion of ShareCapital Increase Date.

 

(2)                                 Thetotal principal amount of the Outstanding Amounts of the Tranche A Banks, theTranche D1 Banks and the Tranche D2 Banks which must be prepaid is equal, as at1 October 2004, to € 63,965,559.74 (hereinafter the “**MaximumPrepayment Amount**”).

 

(C)                               On theCompletion of Share Capital Increase Date, each Borrower will pay to the Agent,for the account of each of the Tranche A Banks, the Tranche D1 Banks and theTranche D2 Banks, the amounts of principal and interest set out in the noticereferred to in sub-clause (B)(1). The provisions of sub-clause (B) of clause 32(*Prepayment*) of the Agreement will applyin the event that the prepayment takes place other than at the end of anInterest Period.

 

(D)                              Theamounts of principal included in the payment which must be made by eachBorrower, pursuant to sub-clause (C) will be paid in accordance with Clause 3(Prepayment) of the Amendment and Restatement Agreement to the CommonAgreement.

 

(E)                                As aresult of the application of the provisions of sub-clause (D) above andsub-clause (A) of Clause 2 (*Transitional period*):

 

(1)                                  theOutstanding Amounts of the Tranche A Banks, the Tranche D1 Banks and theTranche D2 Banks will be reduced by the Maximum Prepayment Amount ;

 

(2)                                 theOutstanding Amounts of each of the Tranche A Banks, the Tranche D1 Banks andthe Tranche D2 Banks under the SCA Loan and the SNC Loan will be as set outnext to its name in Schedule 27 and the parties agree that thedistinction between Tranche A, Tranche D1 and Tranche D2 is of mere historicalinterest, so these three Tranches will be consolidated into one singleTranche A;

 

(3)                                 thescheduled repayments of the SCA Loan and the SNC Loan, after taking intoaccount the rescheduling of debt provided for in clause 3.7 of the Memorandumof Agreement, shall be as set out in Schedule 28;

 

(4)                                 withoutprejudice to the provisions of sub-clause (B) of clause 32 (*Prepayment*) of the**Agreement, theprepayment in respect of the Outstanding Amounts of the Tranche A Banks, theTranche D1 Banks and the Tranche D2 Banks will not result in the payment of anypenalty.

 

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# **4.**                                     Prepayment in full ofThird Party Lenders – New Outstanding Amounts ofthe Tranche B Banks

 

(A)                               (1)           No later than 2 Business Days priorto the Completion of Share Capital Increase Date, the Agent shall give a noticeto the Borrowers (copied to the relevant Banks) indicating, for each of theBorrowers:

 

(a)                               thetotal principal amount outstanding in respect of each Third Party Financing onthe Completion of Share Capital Increase Date; and

 

(b)                                thetotal amount of accrued interest on the principal amounts referred to in sub-clause(a) above as at the Completion of Share Capital Increase Date payable to eachThird Party Lender on the Completion of Share Capital Increase Date; and

 

(c)                                  anypenalties payable to BEI by reason of such a prepayment; and

 

(d)                              theamount of commission due to each Tranche B Bank pursuant to clause 22 (*Commission on letters of credit*) of the Agreement, accruedfor the period between the last Quarter Date and the Completion of ShareCapital Increase Date, in respect of each Third Party Financing and calculatedby reference to the LC Fee Rate applicable to its LC Commitment; and

 

(e)                               theamount of the Drawing to be made by each Borrower from the Tranche B Banks onthe Completion of Share Capital Increase Date, being €7,872,098.92 for theFinancing Company and €3,534,496.14 for the Operating Company.

 

(2)                                 Theamount of the outstanding Third Party Financings to be prepaid with theSecurity Deposit is, as at 1 October 2004, equal to €2,783,976.82 (hereinafterthe “**Maximum Third Party Lenders Prepayment Amount**”).

 

(B)                               On theCompletion of Share Capital Increase Date, each Borrower shall pay to the ThirdParty Lenders the amounts of principal and interest, together with anyapplicable penalties, specified in the notice issued pursuant to sub-clause(A)(1) above.

 

(C)                               Theamounts of principal to be paid by each Borrower pursuant to sub-clause (B)above shall be paid and applied in the manner provided for in the CommonAgreement Amendment and Restatement:

 

(D)                              As aresult of the application of the provisions of sub-clause (C) above andsub-clause (A) of Clause 2 (*Transitional period*):

 

(1)                                 theoutstanding amount owed to each Third Party Lender shall be reduced to zero;

 

(2)                                 eachof the Tranche B Banks will have an Outstanding Amount equal to the sumappearing next to its name in Schedule 27, and the parties agreethat

 

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Tranche B and Tranche A have no further purposes so these two Tranchesshall be consolidated into one single tranche;

 

(3)                                 therepayment schedule of the SCA Loan and the SNC Loan, after taking into accountthe rescheduling of debt provided for in clause 3.7 (*Reschedulingof debt*) of the Memorandum of Agreement shall be as set out in Schedule 28;

 

(4)                                 theprepayment of outstanding principal amounts in respect of the Third PartyFinancings shall not give rise to the payment of any penalty other than thoseprovided for in sub-clause (A)(1)(c).

 

# **5.**                                     Amendment andRestatement of the Agreement

 

The parties hereby agree:

 

(A)                              toproduce a consolidated version of the Agreement including the Amendments; and

 

(B)                                toamend such consolidated version so as to:

 

(1)                                 removefrom the text any obsolete provision, update certain out-of-date references,clarify the drafting of certain clauses, change the letter of credit facilityto a loan facility, consolidate Tranches A, B D1 and D2 into one Tranche, toconvert the revolving facility to a term loan facility and to remove theAlternative Currency; and

 

(2)                                 toimplement the Memorandum of Agreement; and

 

(C)                               torestate, on the Restatement Date, the remaining terms of the Agreement whichhave not been amended, 

 

all of which upon the terms of the Amended andRestated Agreement.

 

# **6.**                                     Conditions Precedent

 

The entry into force of this Contract is subject (tothe extent set out in Clause 9 (*Effective Date*))to the receipt by the Agent of the following documents and payments and to theconfirmation by the Agent that these documents and payments are in all respectssatisfactory, provided that the Agent shall have the discretion, acting on theinstruction of the Majority Banks, to waive any of the following conditions:

 

(A)                             by nolater than 1 December 2004:

 

(1)                                 thepayment or repayment of (i) the part of the Restructuring Commission payable onthe Effective Date (as defined in the Memorandum of Agreement) and (ii) allcosts and ancillary expenses payable under the Agreement.

 

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(2)                                 anoriginal copy executed by all the parties thereto, or a copy certified as beingtrue, complete and up-to-date, of the following documents:

 

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

 

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

 

(c)                                  RemunerationAgreement;

 

(d)                                 PledgeAgreement;

 

(e)                                  agreementin principle of the Tax Administration in relation to the surrender (withoutlimitation) of the tax losses of Euro Disney S.C.A to Euro Disney Associés, acopy of which is set out in Schedule 32;

 

(f)                                    amendmentagreement to the account balances pledge agreement (*acte denantissement de soldes de compte*s) (Phase IA Credit) substantiallyin the form of Schedule 30 (parts 1 and 2);

 

(g)                                 AmendmentAgreement to the CDC Agreement;

 

(h)                                 AmendmentAgreement to the Guarantors’ Sharing Agreement;

 

(i)                                     AmendmentAgreement to the Delegation Agreement;

 

(j)                                     AmendmentAgreement to the Convention sur le Rang;

 

(k)                                  StandbyRevolving Credit Supplemental Agreement;

 

(l)                                     Waiverof debt deed pursuant to which Disney Enterprises, Inc, waives repayment ofdebts for an amount of €10 million dated 1 October 2004;

 

(m)                               Agreementsproviding for the termination of the Conditional Partnership Share SaleAgreement and the escrow arrangements relating thereto;

 

(n)                                 ConferenceCentre Lease Supplemental Agreement;

 

(o)                                 LicenceAgreement Supplemental Agreement;

 

(p)                                 theloan agreements (tranches A, B, C and D) referred to in the second part of (a)of the definition of CDC Second Park Agreements;

 

(q)                                 AmendmentAgreement to the Subordination Agreement;

 

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

 

(s)                                  Amendmentand Restatement Agreement to the Common Agreement;

 

(t)                                    PhaseIA Advances Amendment and Restatement Agreement;

 

(u)                                 PhaseIB Credit Amendment and Restatement Agreement;

 

(v)                                 PhaseIB Partners Advances Amendment and Restatement Agreement;

 

(w)                               DisneyUndertaking letter;

 

(x)                                   EuroDisney S.A.S. Undertaking letters;

 

(y)                                 Compensation Letter;

 

(z)                                   theNew Revolving Credit Facility;

 

(aa)                            legalopinions of Freshfields Bruckhaus Deringer, legal advisers to the Borrowers asto French law; of Cleary Gottlieb Steen & Hamilton, external legal advisersin certain areas to TWDC, Disney Enterprises, Inc., Euro Disney Investments,Inc., EDL SNC Corporation, Euro Disney Investments SAS, EDL Corporation SAS andEuro Disney Associés S.C.A. (formerly Euro Disney Associés SNC) as to New York,Delaware and French law; substantially in the form of Schedule 31, of DeBrauw Blackstone Westbroek, legal adviser to the Agent as to Dutch law andSlaughter and May, legal advisers to the Agent as to French law;

 

(3)                                          satisfaction of the following conditions precedent to the entry intoforce of the following agreements, subject to such provisions as areconditional on the Completion of Share Capital Increase and/or the Contributionat the latest on the Completion of Share Capital Increase Date:

 

(a)                                  Amendmentand Restatement Agreement to the Common Agreement;

 

(b)                                 PhaseIB Credit Amendment and Restatement Agreement;

 

(c)                                  PhaseIB Partners Advances Amendment and Restatement;

 

(d)                                 PhaseIA Advances Amendment and Restatement Agreement;

 

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

 

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

 

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

 

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

 

(B)                                at thelatest on the Share Capital Increase Completion Date:

 

(1)                                          the payment or repayment of (i) the part of the RestructuringCommission payable on the Share Capital Increase Completion Date and (ii) allcosts and ancillary expenses payable under the Agreement.

 

(2)                                          an original copy executed by all the parties thereto, or a copycertified as being true, complete and up-to-date, of the following documents:

 

##### (a)                                 ThirdParty Lenders’ Consent;

#####  

(b)                                 AmendmentAgreement to the Independent Auditors Agreement;

 

(c)                                  copyof a “Promissory Note” remitted to Disney Enterprises, Inc. pursuant to theStandby Revolving Credit Supplemental Agreement;

 

(d)                                 certificatefrom PricewaterhouseCoopers, statutory accountants to Euro Disney Associés,providing that immediately before the Completion of Share Capital IncreaseDate, Euro Disney Associés had no debt owing either to Euro Disney InvestmentsInc and EDL S.N.C. Corporation or to Euro Disney Investments SAS, EDLCorporation SAS and Euro Disney Commandité SAS;

 

(e)                                  certificateof the funds depositary evidencing the Completion of Share Capital Increase;

 

(f)                                    irrevocableinstructions given to the bank of either Euro Disney S.C.A or Euro DisneyAssociés to pay to (i) CDC the sums referred to in clause 5.1.2 (CDC OrdinaryLoans) of the Memorandum of Agreements; and (ii) to Disney Enterprises, Inc.interest accumulated on the Revolving Credit Line between the last interestpayment date at the date of this Agreement and the Share Capital IncreaseCompletion Date;

 

(g)                                (i)            letters issued by the French TaxAuthorities confirming that the provisions remaining in effect of the lettersof interpretation of 1987, 1988, 1994 and 1999 will remain in force to theextent necessary after implementation of the Contribution;

 

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(ii)                                 lettersigned by the French Tax Authorities confirming that the previous agreementsobtained on the financing structure of the Magic Kingdom will not cease toapply following the changed tax profile of Euro Disneyland S.N.C.;

 

(iii)                            in theevent of the letters in (i) and (ii) not being obtained, informal confirmationsby the French Tax Authorities in respect thereof indicating that the lettersreferred to in (i) and (ii) will be issued shortly after the Completion ofShare Capital Increase, in terms deemed satisfactory by the Agent actingreasonably;

 

(h)                                 AmendmentAgreement to the Master Agreement;

 

(i)                                     ContributionAgreement without material amendment by reference to that dated 30 September2004, as amended on 8 November 2004;

 

(j)                                     loanagreement (tranche E) referred to in (b) of the definition of CDC Second ParkAgreements;

 

(k)                                  FundsAgreement;

 

(l)                                     Letterrelating to the Master Agreement.

 

(3)                                          certificates from each Borrower and from Euro Disney Associés:

 

(a)                                  indicatingthe names of those persons who, at the date of such certificate, have power toact in the name of the respective companies in respect of the FinancingDocuments, stating the extent of their respective powers and including specimensignatures;

 

(b)                                 representingand warranting that as at the certificate date, (i) the relevant company hasnot signed, and does not intend to sign any document other than thosecontemplated by this Contract; (ii) each representation or warranty made orgiven pursuant to clause 46 (Representations and Warranties) of the Agreementas well as pursuant to paragraph (A) of Clause 7 (Representations andWarranties) are true and correct; and, (iii) no Event of Default or PotentialEvent of Default other than those set out in the Waiver has occurred and iscontinuing*.*

 

(4)                                          certificates from Euro Disney S.C.A. :

 

(a)                                  confirmingthat the documents listed in clause (A)(2) paragraphs (a) to (d), (k), (l) to(r), (t) to (x), (y), (z) and (aa) and in clause (B) (2) paragraphs (a), (c),(g) and (h) to (l) have been signed and are in force;

 

(b)                                 confirmingthat the List of Indebtedness is true and complete as at the date at which suchList of Indebtedness was drawn up and

 

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certifying that other than the indebtedness resulting from the NewStandby New Revolving Credit Facility, the indebtedness of the companies of theEuro Disney Group has not increased between such date and the last calendar dayof the month preceding such certificate;

 

(5)                                          satisfaction of all of the conditions precedent to the entry intoforce of all the provisions of the following agreements:

 

(a)                                  Amendmentand Restatement Agreement to the Common Agreement;

 

(b)                                 PhaseIB Credit Amendment and Restatement Agreement;

 

(c)                                  PhaseIB Partners Advances Amendment and Restatement;

 

(d)                                 PhaseIA Advances Amendment and Restatement Agreement;

 

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

 

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

 

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

 

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

 

(6)                                          satisfaction of the conditions precedent specified in the letter ofconditional agreement from the Tax Authorities dated 18 November 2004, namely,providing:

 

•                  the definitive items relating to the business contributed;

 

•                  the income returns of Euro Disney S.C.A. and of its group for theFinancial Year ended 30 September 2004, of the nature and amount at that dateof the transactions neutralised in the context of the tax integration since thecreation of the group;

 

•                  the letter to be sent within the period provided by law to the largebusiness division giving notice of the withdrawal of ED Resort from the scopeof the Euro Disney S.C.A. tax group with effect from 1 October 2004;

 

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(7)                                          certificate of Euro Disney Associés confirming that the Contributionis in full force and effect and guaranteeing that (i) all the formalitiesrelating to the Contribution to be undertaken before the Share Capital IncreaseDate have been carried out, (ii) Euro Disney Associés has good title to allassets, rights and obligations transferred in accordance with the ContributionAgreement and (iii) there are no assets and liabilities, other than thoseexcluded by the Contribution Agreement, which have not been transferred to EuroDisney Associés;

 

The Agent is authorised to remit a copy of any of the above documentsto the CDC and to CALYON, as agent of the Phase IA Partners, the Phase IB Banksand the Phase IB Lenders.

 

# **7.**                                     Representations andWarranties

 

Each Borrower and Euro Disney Associés represents and warrants inrespect of itself to the Agent and the Banks that at the Contract Date:

 

(A)                              theentering into and the performance by it of its obligations under the agreementsand documents referred to in Clause 6 (*Conditions Precedent*),to which it is a party:

 

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

 

(2)                                 donot in any respect violate any applicable law;

 

(3)                                 donot in any respect violate its *statuts*; and

 

(4)                                 willnot in any respect constitute a default under the Master Agreement, or underany agreement to which either of them or the Phase IA business or the Phase IAAssets are subject;

 

(B)                                allauthorisations required to enable each Borrower and Euro Disney Associés toenter into and perform its obligations under any of the documents referred toin sub-clause (A) above have been granted or obtained, or will have beengranted or obtained, at the latest by (i) the Completion of Share CapitalIncrease Date in relation to the documents which the Memorandum of Agreementprovides will enter into force on that date and (ii) the Effective Date (asdefined in the Memorandum of Agreement) in relation to all other documents;

 

(C)                                allits obligations under the Agreement as amended and restated by this Contractrank and will at all times rank at least pari passu with the CDC Ordinary Loansas amended on the Share Capital Increase Completion Date by the amended and restatedagreement relating to the granting of ordinary loans referred to in the secondpart of the definition of the CDC Ordinary Loans Agreement and CDC has and willat all times have, except only to the extent provided for in the MasterAgreement, the CDC Loan Agreements and the Guarantors’ Sharing Agreement asamended after the

 

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Completion of Share Capital Increase Date, no recourse against theBorrowers or Euro Disney Associés other than such recourse as is available tothe Banks in respect of either Borrowers’ obligations under the FinancingDocuments;

 

(D)                               each ofthe agreements referred to in clause 6 (*Conditions Precedent*)above, once in full force and effect, will constitute legally valid and bindingobligations of either the Borrower or Euro Disney Associés (whichever is aparty thereto) in accordance with their terms;

 

(E)                                 thereare no proceedings pending before any court, arbitrator, tribunal,administrative or governmental authority or other body having authority over itand, to its knowledge, no judgement or award has been given or made by any suchauthority which would be likely to have a material adverse effect on itsability to perform its obligations under any agreement listed in Clause 6 (*Conditions Precedent*) or its financial condition or thefinancial condition of the Borrowers;

 

(F)                                 since1 January 2003, no amount has been paid by way of Management Fees and noRoyalty due pursuant to the Licence Agreement has been paid by Euro DisneyS.C.A.;

 

(G)                                noguarantee, security (*cautionnement*)or any Security Interest given to secure the obligations of persons other thanthemselves is in force, except for those provided in the Financing Documents ordocuments listed in Clause 6 (*Conditions Precedent*).

 

# **8.**                                     Undertakings

 

(A)                             TheBorrowers undertake that from the Contract Date until the Completion of ShareCapital Increase Date or, if the latter has not occurred by 31 March 2005 (orany later date agreed in accordance with paragraph (b) of clause 7.7 (*Termination*) of the Memorandum of Agreement, until the dateof termination of this Contract:

 

(1)                                 notto make any payment in respect of Royalties and Management Fees due in respectof the 2004 Financial Year or the last three quarters of the 2003 Financial Year;

 

(2)                                 inrelation to the CDC Second Park Agreements:

 

(a)                                  notto make any payment in respect of interest due to CDC on 31 December 2004pursuant to the CDC Second Park Agreements, unless the Completion of ShareCapital Increase Date occurs prior to 31 December 2004 in which case suchinterest will be paid on 31 December 2004;

 

(b)                                 priorto 30 June 2005, not to make any payment in respect of interest due to CDC forthe years 2001 to 2003 pursuant to the CDC Second Park Agreements;

 

(3)                                  inrelation to development investments: during the period between 1 April 2004 and31 March 2005, not to enter into any commitments, in respect of developmentinvestments as well as investments authorised in accordance

 

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with the Covenants, for an amount exceeding€90,000,000 excluding taxes over such period;

 

(4)                                  inrelation to the Standby New Revolving Credit Facility:

 

(a)                                 notto make any borrowing from the Effective Date (as defined in the Memorandum ofAgreement;

 

(b)                                tomaintain amounts outstanding at a minimum amount of either €120,000,000 or,with effect from the Effective Date (as defined in the Memorandum ofAgreement), €110,000,000;

 

(5)                                 inrelation to the security deposit referred to in (ii) of the definition of SecurityDeposit, and subject to the provisions of Clause 2 (*TransitionalPeriod*), to maintain the total amounts outstanding thereof at €66million (excluding accrued interest);

 

(6)                                 inrelation to the New Revolving Credit Facility, in the event that the agreementis terminated, to comply with the subordination provisions relating toborrowings which have been made up to the date of termination of the Contract,up to an amount of €57,700,000.

 

(B)                               In theevent that any of the undertakings in sub-clause (A) above is breached, theAgent may, acting upon the instructions of the Majority Banks, terminate thisContract.

 

(C)                               TheBorrowers undertake as follows:

 

(1)                                 inrelation to the Contribution, to effect the formalities which remain to beeffected after the Completion of Share Capital Increase Date;

 

(2)                                 tosupply to the Agent the following documents by no later than 15 December2004:

 

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

 

(i)                                   the*statuts* of each Borrower, Euro DisneyAssociés, TWDC, Disney Enterprises, Inc., Euro Disney Investments Inc, EDLS.N.C. Corporation, Euro Disney Investments SAS, EDL Corporation SAS and EuroDisney Commandité SAS amended in relation to Euro Disney Associés, to reflectits change in status to a *société en commandite paractions* and, the capitalisation of all sums due by it in principaland interest, as at 30 September 2004 to its partners;

 

(ii)                                minutesof any meetings of the relevant bodies of the Borrowers, Euro Disney Associés,TWDC, Disney Enterprises, Inc., Euro Disney Investments Inc, EDL S.N.C.Corporation, Euro Disney Investments SAS, EDL Corporation SAS and

 

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Euro Disney Commandité SAS authorising, in relation to the FinancingCompany, the signature of this Contract, the Common Agreement Amendment andRestatement and the Phase IA Partners’ Advance Amendment and Restatement andall other documents to be signed by the Financing Company pursuant to suchagreements, and, in relation to Euro Disney S.C.A., Euro Disney Associés, TWDC,Disney Enterprises, Inc., Euro Disney Investments Inc, EDL S.N.C. Corporation,Euro Disney Investments SAS, EDL Corporation SAS and Euro Disney CommanditéSAS, the implementation of the provisions relating to the financial and legalrestructuring as provided for in the Memorandum of Agreement and this Contract,including the signature of the Contribution Agreement, this Contract, and alldocuments which are contemplated by such documents and which require theirsignature;

 

(b)                            (i)                                       an extract (*extrait K-bis*)from the relevant Registry of Trade and Companies in respect of each Borrower,Euro Disney Associés and Euro Disney Investments SAS, EDL Corporation SAS andEuro Disney Commandité SAS, reflecting in the case of Euro Disney Associés, itschange of *status* to a *société encommandite par actions*;

 

(ii)                                acertificate equivalent to an *extrait K-bis*from the relevant competent authority in respect of TWDC, Disney Enterprises,Inc., Euro Disney Investments Inc and EDL S.N.C. Corporation;

 

(3)                                 toprovide all documents or certificates and to deliver all documents orattestations and sign all amendments to notarial agreements, providing, inparticular, for the granting of mortgages**relating tothe mortgages referred to in clause 5 (*Drawings under**the**Main Facility*)and clause 6 (*Drawings under the**Standby Facility*) of the Agreement which may be necessary byreason of the amendments made to the Agreement, and to carry out all subsequentformalities, in particular, as regards the modification of the *bordereaux d’inscriptions* (inscription certificates) in thethree months following the Share Capital Increase Completion Date;

 

(4)                                 tosupply to the Agent, within 8 days after reception, a certified copy of thedefinitive letter of agreement from the Tax Authorities for the transfer of theoverall losses of Euro Disney S.C.A. as at 30 September 2003, increased ordecreased by the overall tax group loss or profit as at 30 September 2004 andby the additions or deductions to be effected pursuant to articles 223 F 3rdparagraph, R and S of the general tax code.

 

(D)                              On thefifth day following the Completion of Share Capital Increase Date, eachBorrower shall pay to the Agent for the account of the relevant Banks, inaccordance with Clause 38 (*Payments by the Borrowers*)of the Amended and Restated Agreement, an additional amount of interest beingthe difference between (x) the

 

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applicable Margin prior to 1 October 2004 multipliedby the amount of the Total Outstanding Amount due and owing by the relevantBorrower on 1 October 2004, as reduced to take into account the payment of anyscheduled repayments made in accordance with Clause 2 (*Transitionalperiod*) and following the prepayment carried out in accordance withClause 3 (*Partial Prepayment and New Outstanding Amounts ofthe Tranche A Banks, the Tranche D1 Banks and the Tranche D2 Banks*)and (y) the portion of the interest representing the margin applicable before 1October 2004 actually paid by such Borrower since 1 October 2004 in respect ofsuch Total Outstanding Amount.

 

At least 2 Business Days after the date of payment ofthese amounts, the Agent will notify the Borrowers and the relevant Banks ofthe amount of such additional interest.

 

# **9.**                                     Effective Date

 

(A)                             Theprovisions of the Contract other than those in Clauses 3 (*Partialprepayment and new Outstanding Amounts of Tranche A, Tranche D1 and Tranche D2Banks*), 4 (*Payment in full of ThirdParty Lenders – new Outstanding Amounts of the Tranche B Banks)*and5 (*Amendment and Restatement of the Agreement)*andparagraph (D) of Clause 8 (*Undertakings*)will become effective on the date on which all the conditions precedent set outin paragraph (A) of Clause 6 (*Conditions Precedent*)have been satisfied.

 

(B)                               Theprovisions of Clauses 3 (*Partial prepayment and newOutstanding Amounts of Tranche A, Tranche D1 and Tranche D2 Banks*),4 (*Payment in full of Third Party Lenders – newOutstanding Amounts of the Tranche B Banks)*and 5 (*Amendment and Restatement of the Agreement)* and paragraph(D) of Clause 8 (*Undertakings*)**willenter into force on the Share Capital Increase Completion Date with retroactiveeffect from 1 October 2004 in respect of the provisions of Clause 3 (*Partial Prepayment and new Outstanding Amounts of Tranche A*,*Tranche D1 and Tranche D2 Banks*) andparagraph (D) of Clause 8 (*Undertakings*),subject to all the conditions precedent referred to in paragraph (B) of Clause6 (*Conditions precedent*) having beensatisfied.

 

# **10.**                              Termination

 

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

 

The termination of this Contract will take effect from the date onwhich the termination of such provisions of the Memorandum of Agreementreferred to above takes effect.

 

(B)                               In theevent of a breach of the undertakings set out in paragraph (A) of Clause 8 (*Undertakings*), the provisions of paragraph (B) of Clause 8 (*Undertakings*) will be applicable.

 

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(C)                               In the event that the conditions precedent provided for in paragraph(A) of Clause 9 (Effective Date) are not satisfied before 1 December 2004,the Agent, acting on the instructions of the Majority Banks, shall have theright to terminate this Contract.

 

# **11.**                              Agent

 

Each Bankindividually represents and warrants to the Agent and to each member of theSteering Committee set up in respect of the negotiation of the Memorandum ofAgreement, that it has made its own investigations into the financial situationand activities of the Borrowers and into Phase IA, the Additional Land and theProject without relying on the Agent or the Steering Committee; furthermoreeach Bank represents and warrants that it has not relied upon any opinion givenby the Agent or the Steering Committee in relation to this Contract, itsSchedules, the Common Agreement Amendment and Restatement and its schedules,the other contracts, consents and documents listed in Clause 6 (*Conditions precedent*), and all other documents, agreementsor consents signed or entered into by reason of the signature of the Contractor the Memorandum of Agreement.

 

# **12.**                              Waiver of rights

 

Notwithstandingthe provisions of article L.221-1 of the commercial code, but so that noprovision of this Contract or of the Agreement is limited in its application,the Agent and each Bank waive individually and collectively, expressly andirrevocably, all rights it may have or believe it may have against any partnerof the Financing Company with respect to any obligation of the FinancingCompany pursuant to this Contract and the Agreement.

 

# **13.**                              Costs and Expenses

 

The OperatingCompany undertakes to reimburse all costs and expenses incurred by the Agent inaccordance with the provisions of clause 7.2.2 (*Costs*)of the Memorandum of Agreement and of clauses 39 (*Expenses*),40 (*Execution*costs) and 41 (*Fees and expenses*) of the Agreement including notarial feesand expenses and including those relating to the changing of the *copies exécutoires nominatives* into *copiesexécutoires à ordre*, so far as necessary.

 

# **14.**                              No Novation

 

Clauses of theAgreement which are not expressly amended by the terms of this Contract or ascontemplated herein shall remain unchanged. This Contract does not effect a novation in respect of the indebtedness underthe Agreement.

 

# **15.**                              Severability of Provisions

 

Theinvalidity, illegality or unenforceability of any provision of this Contract inany relevant jurisdiction shall not affect the validity, legality orenforceability of that provision in any other jurisdiction or any otherprovision of this Contract, the Agreement or the Amended and RestatedAgreement.

 

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# **16.**                              Formalities

 

This Contract,the Amendment Agreement to the Convention sur le Rang and the Amended andRestated Agreement shall be deposited at the offices of Pacal Dufour,Jean-Pierre Benoist and Claudine Savary, Notaries, situated at 15 boulevardPoissonnière, 75002 Paris and restated, indicating the changes required to bemade ot the mortgage documents as a result of the amendments to the Agreement.

 

# **17.**                              Language

 

This Contracthas been drawn up and executed in the French language and the French text shallprevail in the event of any discrepancy between such text and any versionthereof which may exist in another language.

 

# **18.**                              Governing law

 

This Contractis governed by, and shall be construed in accordance with, French law.

 

# **19.**                              Jurisdiction

 

Any disputebetween the parties arising from this Contract, including, without limitation,disputes relating to the validity or the interpretation thereof, or theperformance by any party of its obligations hereunder shall be submitted to theexclusive jurisdiction of the Tribunal de Commerce de Paris.

 
| Signed  in Paris      |
|-----------------------|
|                  |
| On 1  December 2004   |
|                  |
| in 6  original copies |

 

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| **Euro  Disney S.C.A**                                                                                                                                                      |       | **Euro  Disney Associés S.C.A.** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------|
| ** **                                                                                                                                                                  | ** ** | ** **                            |
| ** **                                                                                                                                                                  | ** ** | ** **                            |
| ** **                                                                                                                                                                  | ** ** | ** **                            | ** ** |
| by Jeffrey R. Speed                                                                                                                                                         |       | by Jeffrey R. Speed                   |
|                                                                                                                                                                        |       |                                  |
|                                                                                                                                                                        |       |                                  |
| **Euro  Disneyland S.N.C**                                                                                                                                                  |       |                                  |
| ** **                                                                                                                                                                  |       |                                  |
| ** **                                                                                                                                                                  |       |                                  |
| ** **                                                                                                                                                                  |       |                                  |
| by Dominique Le Bourhis                                                                                                                                                     |       |                                  |
|                                                                                                                                                                        |       |                                  |
|                                                                                                                                                                        |       |                                  |
| **BNP  PARIBAS**                                                                                                                                                            |       |                                  |
| ** **                                                                                                                                                                  |       |                                  |
| ** **                                                                                                                                                                  |       |                                  |
| ** **                                                                                                                                                                  |       |                                  |
| acting in its capacity as Agent in the  name and  for the account of the Phase IA Banks, the  names of which are set out in Schedule 1, by  Martine Aubert and Olivier Jean |       |                                  |

 

24

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**SCHEDULE1**

**Banks**

 

TRANCHEA

 
| Banco Santander Hispano SA            |
|---------------------------------------|
|                                  |
| Bank of America N.A.                  |
|                                  |
| Bank of Scotland                      |
|                                  |
| Banque Federative du Credit Mutuel    |
|                                  |
| Bayerische Hypo-und Vereinsbank       |
|                                  |
| BNP PARIBAS (France)                  |
|                                  |
| B.R.E.D. Banque Populaire             |
|                                  |
| CALYON                                |
|                                  |
| Credit Agricole SA                    |
|                                  |
| Credit Foncier de France              |
|                                  |
| Credit Industriel et Commercial       |
|                                  |
| Credit Suisse First Boston            |
|                                  |
| Deutsche Bank A G                     |
|                                  |
| Dresdner Bank AG                      |
|                                  |
| Goldman Sachs Paris Inc               |
|                                  |
| JPMorgan Chase Bank N A               |
|                                  |
| Morgan Stanley Bank International Ltd |
|                                  |
| Natexis Banques Populaires            |
|                                  |
| TRANCHE  B                            |
|                                  |
| Bank of Nova Scotia                   |

 

25

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| TRANCHE  D1                           |
|---------------------------------------|
|                                  |
| Banco Santander Hispano SA            |
|                                  |
| Bank of America N.A                   |
|                                  |
| Bayerische Hypo-und Vereinsbank       |
|                                  |
| B.N.P. Paribas (USA)                  |
|                                  |
| CALYON                                |
|                                  |
| Credit Agricole SA                    |
|                                  |
| Credit Suisse First Boston            |
|                                  |
| Deutsche Bank A G                     |
|                                  |
| Goldman Sachs Paris Inc               |
|                                  |
| Morgan Stanley Bank International Ltd |
|                                  |
| Natexis Banques Populaires            |
|                                  |
| TRANCHE  D2                           |
|                                  |
| Bank of Scotland                      |
|                                  |
| Citibank NA New York                  |
|                                  |
| Credit Suisse First Boston            |
|                                  |
| Goldman Sachs Paris Inc               |

 

26

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**SCHEDULE 2**

**Third Party Lenders Agreements Part OneEIB**

** **

**[This exhibit only existsin French and absent a translation into English is summarized as follows:**

 

**An agreementamong the European Investment Bank (EIB), as the Third Party Lender, BNPPARIBAS, as agent for the Phase IA Banks, and the Borrowers (Euro DisneylandSNC and Euro Disney Associés SCA), whereby EIB agrees to the prepayment of theFinancing Contracts to be carried out pursuant to Clause 4 of the Phase IACredit Amendment and Restatement Agreement (Prepayment in full of Third PartyLenders – New Outstanding Amounts of the Tranche B Banks).]**

 

27

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**SCHEDULE 2**

**Third Party Lenders AgreementsPart TwoDexia**

 

**[This exhibitonly exists in French and absent a translation into English is summarized asfollows:**

 

**An agreementamong the Dexia Crédit Local (Dexia), as the Third Party Lender, BNP PARIBAS,as agent for the Phase IA Banks, and the Borrowers (Euro Disneyland SNC andEuro Disney Associés SCA), whereby Dexia agrees to the prepayment of theFinancing Contracts to be carried out pursuant to Clause 4 of the Phase IACredit Amendment and Restatement Agreement (Prepayment in full of Third PartyLenders – New Outstanding Amounts of the Tranche B Banks).]**

 

28

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**SCHEDULE 3**

**Pledge Agreement Over Receivables**(*Acte de nantissement de créances*)

 

**[This exhibitonly exists in French and absent a translation into English is summarized asfollows:**

 

**An agreementamong Euro Disneyland SNC and Euro Disney Associés SCA, and Euro Disney SCA,which replaces the pledge agreement dated 30 June 1994 among the same parties,and under which, effective from the date of the completion of the Contribution,Euro Disney Associés SCA pledges in favour of Euro Disneyland SNC all of itsaccounts receivable under the Phase IA Inter-Company Loan, in order to secureits payment obligations vis-à-vis Euro Disneyland SNC under the Finance LeaseAgreement.]**

 

29

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**SCHEDULE 4**

**Amendment Agreement to the CDC Agreement**

 

**AMENDMENTAGREEMENT N°2 TO THE CDC AGREEMENT**

 

**BETWEEN :**

 

1)                                     **La Caisse des Dépôts et Consignations**, a special French institution created by the Law of 28 April 1816as incorporated into articles L.518-7 of the Financial and Monetary Code, whoseprincipal office**is situated at 56, rue de Lille,75007 Paris,

 

hereinafterreferred to as the “**CDC**”,

 

**AND**

 

2)                                     **The Banks that are parties to the Phase IA CreditFacility**, represented for the purposes of thepresent amendment agreement by BNP PARIBAS, *société anonyme*,whose registered office is at Paris 9ème, 16, boulevard desItaliens, acting in its capacity as Agent of the Banks

 

**WHEREAS :**

 

I.                                        Pursuant to an agreement relating to the granting of ordinary loansdated 17 May 1989 between the CDC, Euro Disney S.C.A. and Euro DisneylandS.N.C. as amended by two amendment agreements dated 10 August 1994 and 30September 1999 and by an amended and restated agreement relating to thegranting of ordinary loans dated 1 December 2004 the entry into force ofwhich is conditional upon the completion of the Contribution and the Completionof the Share Capital Increase (the “**CDC Ordinary LoanAgreement**”), the CDC granted Euro Disney S.C.A. and Euro DisneylandSNC (the “**Borrowers**”) the possibility of enteringinto loans on special conditions, known as “ordinary loans”.  The principal amount of the ordinary loan tothe Operating Company as at 30 September 2004 was €40,604,698.63 and theprincipal amount of the ordinary loan to the Financing Company as at 30September 2004 was €86,851,852.43.

 

As security for the amounts which could be owed to the CDC by theBorrowers pursuant to the CDC Ordinary Loan Agreement, the Borrowers undertookto provide guarantees (*garanties*) andsecurity interests relating to movable assets (*sûretésmobilières*) as provided for in clauses 9.1 and 9.3 of the CDCOrdinary Loan Agreement.

 

II.                                    Pursuant to the multi-currency loan and letter of credit facilitiesagreement dated 5 September 1989 between Euro Disney S.C.A., Euro DisneylandSNC and the Banks (as amended by amendment agreements dated 10 August 1994,17 March 1995 and amended and restated by a Phase IA credit amendment andrestatement agreement dated 1 December 2004) (the “**Phase IACredit Facility**”), the Banks granted Loans to the Borrowers of atotal principal amount, at the Restatement Date, (as defined in the Phase IACredit Facility) of € 273,488,244.34.

 

As security for the amounts which could be owed to the Banks pursuantto the Financing Documents, the Borrowers undertook to provide the Banksnotably with the guarantees

 

30

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(*garanties*) and the security interestsrelating to movable assets (*sûretés mobilières*)as provided for in paragraphs (C) to (F) clause 3 (*Security*),of the Phase IA Credit Facility.

 

III.                                By an agreement (*acte sous seing privé*)dated 30 October 1989 (the “**CDC Agreement**”),the CDC and the Banks agreed (i) that the Agent of the Banks would act ascommon agent (*mandataire commun*) of the Banksand of the CDC in respect of everything relating to the Security Interests (*Sûretés*) and the Guarantees (*Garanties*)and (ii) the conditions and methods of allocation between the Banks and the CDCof the proceeds of the enforcement of the Security Interests (*Sûretés*) and the Guarantees (*Garanties*).  The CDC Agreement was amended by a firstamendment agreement dated 10 August 1994.

 

IV.                                As indicated in paragraphs I and II of the above recitals, theCDC Ordinary Loan Agreement was amended by an agreement relating to thegranting of ordinary loans dated 1 December 2004 the entry into force ofwhich is conditional upon the completion of the Contribution and the Completionof the Share Capital Increase and the Phase IA Credit Facility was amended by aPhase IA credit amendment and restatement agreement dated 1 December 2004(the “**Phase IA Credit Amendment and RestatementAgreement**”).

 

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

 

1.                                      Expressions having a capital letter in the present amendmentagreement, except where an express contrary intention is indicated, have themeaning given in the CDC Agreement, the Amendment and Restatement Agreement tothe Common Agreement (as defined in the Phase IA Credit Facility) and the PhaseIA Credit Facility.

 

2.                                      The Banks acknowledge that they are aware of all provisions of theCDC Ordinary Loan Agreement and the CDC acknowledges that it is aware of allprovisions of the Phase IA Credit Amendment and Restatement Agreement.

 

3.                                      The provisions of the CDC Agreement are amended as follows:

 

(A)                              all references to the terms “CDC Loan(s)” and “Credit Facility”shall be considered respectively as being references to the Ordinary Loansother than the B Ordinary Loan to the Financing Company (except as regards the *delegations* of the insurance companies in respect to whichthis exclusion will not apply) and to the Phase IA Credit Facility;

 

(B)                                the wording of the definition of “Security Interests and Guarantees”given in clause 1 — Definitions is replaced by the following wording: “SecurityInterests and Guarantees” means the guarantees (*garanties*)and security interests in movables (*sûretés mobilières*)referred to (i) in clause 9.1, paragraphs (A) to (E), of the CDCOrdinary Loan Agreement and (ii) in clause 3, paragraphs (C) to(F), of the Phase IA Credit Facility, as well as, except by agreement betweenthe parties to the present Agreement, every guarantee or security interest inmovables which may be provided to the Banks or to the CDC by one or other ofthe Borrowers in addition to or as a replacement for one of the above”;

 

(C)                                in clauses 2.2, 4.3 and 5(a), references, as the case may be, toclause 56 of the Phase IA Credit Facility or to clause 56(I)(1) of the Phase IACredit Facility, shall be

 

31

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consideredas being references, respectively, to clause 32 of the Phase IA Credit Facilityand to clause 32(I)(1) of the Phase IA Credit Facility;

 

(D)                               in clause 3.1, the reference to “Security Accounts” is deleted andthe wording of clause 3.1 is replaced by the following wording: “The CDCdeclares that it is aware of the type of account opened in the name of eachBorrower in the books of the Agent and of Calyon according to the Phase IACredit Facility and agrees that the Loan Accounts will be used to the exclusionof all other accounts pursuant to the present Agreement”;

 

(E)                                 in clause 3.2, the reference to clause 24(A) of the Phase IA CreditFacility will be considered as being a reference to clause 6(A) of the Phase IACredit Facility;

 

(F)                                 in clause 5(a) the words “other than a *délégation*ofan insurance company” are inserted after the words “by virtue of a *délégation*”;

 

(G)                                in clause 5 the following new paragraph (b) is inserted: “in case ofpayments made by virtue of a delegation of an insurance company, in thereduction pro rata of the Banks’ Receivable and the CDC Receivable other thanthe B Ordinary Loan to the Financing Company at the date of enforcement of therelevant Security or Guarantee subject to the provisions of clause 32 (l) (1)of the Phase IA Credit Facility; upon the Bank Receivable and the CDCReceivable other than the B Ordinary Loan to the Financing Company, beingdischarged by the payments so made, any balance of the amounts received fromthe insurance company will be applied to the B Ordinary Loan to the FinancingCompany”; and

 

(H)                               in clause 5(b), the reference to “Security Accounts” is deleted andthe wording of clause 5(b) is replaced by the following wording: “in the caseof sums entered in the Loan Accounts (or the proceeds of realisation ofAuthorised Investments made with sums debited from those accounts), to the prorata reduction of the Banks’ Receivable and of the CDC Receivable on the dateof realisation of the Security Interest or Guarantee in question”.

 

4.                                      The other provisions of the CDC Agreement remain unchanged.  The present amendment agreement should not beinterpreted as creating a new undertaking, as the rights and obligationsacquired prior to the date of the present amendment agreement remain inexistence.

 

5.                                      The present amendment agreement will have effect from theRestatement Date.  In the event thatcertain provisions of the Memorandum of Agreement are terminated in accordancewith paragraph (b) of article 7.7 (*Termination*) ofthe Memorandum of Agreement, the present amendment agreement will be void.

 

6.                                      The present amendment agreement is governed by French law.  Any dispute between the parties arising fromthis amendment agreement shall be submitted to the exclusive jurisdiction ofthe Tribunal de Commerce de Paris or if the dispute concerns the CDC, to thecompetent tribunal within the jurisdiction of the Cour d’Appel de Paris.

 

7.                                      All costs, fees, duties and taxes due in connection with the presentagreement shall be payable by the Operating Company.

 

32

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8.                                      The registration of the present amendment agreement is expresslyrequired and will be carried out by the *Mandataire*.

 

 

Signed in Paris,on 1 December 2004,In three copies, one of which shall be registered.

 

 
|        |   |                                          |   |
|-------------|--------|-----------------------------------------------|--------|
| BNP PARIBAS |   | Caisse des Dépôts et  Consignations |
|        |   |                                          |
|        |   |                                          |
| By:         |   | By :                                     |

 

33

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**SCHEDULE 5**

**Amendment Agreement to the Guarantors’Sharing Agreement**

** **

**AMENDMENTAGREEMENT No. 2 TO THE GUARANTORS’ SHARING AGREEMENT**

 

**BETWEEN:**

 

1)                                     **FINAMA Bank**, *société anonyme* whose registered office is at 157 boulevardHaussmann, 75803 Paris Cedex 08 (hereinafter referred to as “**FINAMA**”),

 

2)                                     **CALYON**, *société anonyme* whose registered office is at 7 quai PaulDoumer, 92920 Paris La Défense,

 

3)                                     **CREDIT AGRICOLE S.A.**, *société anonyme* whose registered office is at 91-93boulevard Pasteur 75015 Paris,

 

3)                                     **BNP PARIBAS**, *société anonyme* whose registered office is at 16, boulevarddes Italiens, 75009 Paris,

 

(togetherhereinafter referred to as the “**Garantors**”),

 

**AND**

 

4)                                     **BNP PARIBAS**, actingpursuant to the present agreement as agent in the name and for the account ofthe banks that are party to the Phase IA Credit Facility,

 

(hereinafterreferred to as the “**Agent for the Banks**”),

 

**WHEREAS:**

 

I.                                        Pursuant to the multi-currency loan and letter of credit facilitiesagreement dated 5 September 1989 between Euro Disney S.C.A., Euro DisneylandSNC and the Banks (as amended by amendment agreements dated 10 August 1994, 17March 1995 and amended and restated by a Phase IA credit amendment andrestatement agreement dated 1 December 2004) (the “**Phase IACredit Facility**”), the Banks granted a credit facility, entirelydrawn, of a principal amount of €273,488,244.34 to Euro Disney S.C.A. and EuroDisneyland SNC (the “**Borrowers**”) onthe Restatement Date (as defined in the Phase IA Credit Facility).

 

II.                                    Pursuant to an agreement relating to the granting of ordinary loansdated 17 May 1989 between the CDC, Euro Disney S.C.A. and Euro DisneylandS.N.C. as amended by two amendment agreements dated 10 August 1994 and 30September 1999, and by an amended and restated agreement relating to thegranting of ordinary dated 1 December 2004 the entry into force of whichis conditional upon the completion of the Contribution and the Completion ofthe Share Capital Increase (the “**CDC Ordinary LoanAgreement**”), the CDC granted the Borrowers the possibility ofentering into loans on special conditions, known as “ordinary loans”.  The principal amount of the ordinary loan tothe Operating Company as at 30 September 2004 was €40,604,698.63 and theprincipal amount of the ordinary loan to the Financing Company as at 30September 2004 was €86,851,852.43; only one half of the

 

34

----

 

ordinary loanto the Financing Company may be the subject of recourse by CDC against theFinancing Company’s partners.

 

III.                                Pursuant to the *Convention sur le Rang,*as amended by an amendment agreement of 10 August 1994 and by the AmendmentAgreement to the *Convention sur le Rang*, the Banksand the CDC agreed notably that the mortgages (*hypothèques*)granted by the Borrowers to the Banks and to CDC as security respectively forthe obligations of the Borrowers to the Banks pursuant to the FinancingDocuments and the obligations of the Borrowers to CDC pursuant to the CDCOrdinary Loan Agreement (other than the B ordinary loan to the FinancingCompany) will rank pari passu and that the Banks and CDC will rank pari passuin proportion to the amount owed to them as provided in the Convention sur leRang.

 

IV.                                Pursuant to the CDC Agreement, as amended by an amendment agreementof 10 August 1994 and by the Amendment Agreement to the CDC Agreement, the Banksand CDC agreed (i) that the Agent for the Banks will act as common agent (*mandataire**commun*) of theBanks and the CDC in respect of everything relating to the security interestsrelating to movable assets (*sûretés mobilières*)and the guarantees (*garanties*)provided for in the Phase IA Credit Facility and in the CDC Ordinary LoanAgreement (other than the B ordinary loan to the Financing Company) (except asregards insurance proceeds) (ii) and the conditions and methods of distributionbetween the Banks and the CDC of the proceeds of the realisation of thosesecurity interests (*sûretés*) andguarantees (*garanties*).

 

V.                                    Pursuant to an agreement dated 26 April 1989 between the Guarantors,Banque Finama acting as Guarantors’ agent, Euro Disneyland SNC, the partners ofEuro Disneyland SNC (the “**Partners**”),CALYON and Crédit Agricole S.A. acting as agents for the Partners, theGuarantors undertook to act as joint and several guarantor for Euro DisneylandSNC in respect of the obligations of Euro Disneyland SNC vis-à-vis the CDCpursuant to the CDC Ordinary Loan Agreement and issued in favour of thePartners an on demand guarantee (*garantie à premièredemande*) aimed at guaranteeing them against all recourse of the CDCagainst them pursuant to the CDC Ordinary Loan Agreement. That agreement andthe guarantee (*garantie*) have been amended byamendment agreements dated 10 August 1994, 29 October 1999 and 1 December2004.

 

VI.                                Pursuant to an agreement entered into on 30 October 1989, (the “**Guarantor’s Sharing Agreement**”) between Banque Finama(formerly Banque pour l’Industrie Française), CALYON and BNP PARIBAS on the onehand, and BNP PARIBAS acting as Agent for the Banks on the other hand, inconsideration of the fact that the Guarantors could be completely or partiallysubrogated to the rights of the CDC as against Euro Disneyland SNC, (i) theGuarantors agreed to be bound by all provisions of the Convention sur le Rangand of the CDC Agreement and undertook, before any transfer of theirobligations to any Co-Guarantor, to obtain the accession of every Co-Guarantorto the Guarantor’s Sharing Agreement and (ii) the Banks agreed that theGuarantors benefit from those provisions. The Guarantor’s Sharing Agreement was amended by a first amendmentagreement dated 10 August 1994.

 

VII.                            As indicated in paragraphs I and II of the above recitals the CDCOrdinary Loan Agreement was amended by an agreement relating to the granting ofordinary loans dated 1 December 2004 the entry into force of which isconditional upon the completion of the Contribution and the Completion of theShare Capital Increase and the Phase IA Credit Facility was amended andrestated by a Phase IA credit amendment and restatement agreement dated1 December 2004 (the “**Phase IA Credit Amendmentand Restatement Agreement**”).

 

35

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The Conventionsur le Rang and the CDC Agreement have each been amended by an amendmentagreement dated 1 December 2004 (the “**Amendment Agreement****to the Convention sur le Rang**” and the “**Amendment Agreement to the CDC Agreement**”).  The Amendment Agreement to the *Convention sur le Rang* and the Amendment Agreement to theCDC Agreement are annexed to the present agreement.

 

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

 

1.                                      Expressions having a capital letter in the present amendmentagreement have, except where an express contrary intention is indicated, themeaning given in the Guarantor’s Sharing Agreement, the Amendment andRestatement Agreement to the Common Agreement (as defined in the Phase IA CreditFacility) and the Phase IA Credit Facility.

 

2.                                      The Guarantors acknowledge that they are aware of all provisions ofthe CDC Ordinary Loan Agreement, of the Phase IA Credit Amendment andRestatement Agreement, of the Amendment Agreement to the Convention sur le Rangand of the Amendment Agreement to the CDC Agreement.

 

3.                                      Clauses (2) and (3) of the Guarantor’s Sharing Agreement are amendedas follows: all references to the terms “Ordinary Loan Agreement”, “Conventionsur le Rang” and “CDC Agreement” will be considered respectively as beingreferences to the new agreement relating to the granting of ordinary loansbetween Euro Disney S.C.A., Euro Disneyland S.N.C. and the CDC dated1 December 2004 constituting the Ordinary Loan Agreement, the Conventionsur le Rang as amended by the Amendment Agreement to the Convention sur le Rangand to the CDC Agreement as amended by the Amendment Agreement to the CDCAgreement.

 

4.                                      The other provisions of the Guarantor’s Sharing Agreement remainunchanged.  The present amendmentagreement shall not be interpreted as creating a new undertaking, as the rightsand obligations acquired prior to the date of the present amendment agreementremain in existence.

 

5.                                      The present amendment agreement will have effect from the Share CapitalRealisation Date.  In the event thatcertain provisions of the Memorandum of Agreement are terminated in accordancewith paragraph (d) of clause 7.7 (*Termination*) ofthe Memorandum of Agreement, the present amendment agreement will be void.

 

6.                                      The present amendment agreement is governed by French law.  Any dispute between the parties arising fromthe present amendment agreement shall be submitted to the exclusivejurisdiction of the Tribunal de Commerce de Paris.

 

7.                                      All costs, fees, duties and taxes due in connection with the presentagreement shall be payable by the Operating Company.

 

 
| Signed in Paris,           |
|----------------------------|
| 1 December 2004, |
| in 4 copies                |

 

36

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**Guarantors**

 

 
|   |         |   |             |   |
|--------|--------------|--------|------------------|--------|
|   | FINAMA  Bank |   | BNP PARIBAS      |   |
|   |         |   |             |   |
|   |         |   |             |   |
|   | CALYON       |   | CREDIT  AGRICOLE |   |

 

 

**Agentfor the Banks**

 

 
|        |   |
|-------------|--------|
| BNP PARIBAS |

 

37

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Annex A

 

AmendmentAgreement to the *Convention sur le Rang*

 

**[Thefollowing exhibit only exist in French and, absent an English translation, hasbeen summarized as follows:**

 

**An agreement betweenCaisse des Dépôts et Consignations and BNP Paribas in its capacity as Agent forthe Banks dated December 1, 2004 amending*****convention sur le rang* entered into between Caisse desDépôts et Consignations and the Banks Agent dated October 30, 1989 and relatingto the priority of the mortgages granted to Caisse des Dépôts et Consignationsand the Banks]**

 

38

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Annex B

 

AmendmentAgreement to the CDC Agreement

 

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

 

**Anagreement between Caisse des Dépôts et Consignations and the Phase IA CreditBanks dated December 1, 2004 amending an agreement with the Caisse des Dépôtset Consignations (Convention avec la Caisse des Dépôts et Consignations )entered into between Caisse des Dépôts et Consignations and the Banks datedOctober 30, 1989 and relating, notably, to the distribution of proceedsresulting from the foreclosure on the security interests and guarantees grantedto Caisse des Dépôts et Consignations and the Banks]**

 

39

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**SCHEDULE 6**

**Amendment Agreement to the Master Agreement**

 

**AMENDMENT**

 

**TO ARTICLE 8 OF THE AGREEMENT**

 

**ON THE CREATION AND THE OPERATION**

 

**OF EURO DISNEYLAND IN FRANCE**

 

SeeExhibit 4.29 to the Form 20-F

 

40

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** **

**SCHEDULE 7**

**Amendment Agreement to the Delegation Agreement**

** **

**[Thisexhibit only exists in French and absent a translation into English issummarized as follows:**

** **

**Anamendment agreement among Euro Disneyland SNC, Euro Disney Associés SCA and BNPParibas, as agent for the Banks, which implements certain amendmentsnecessitated by the 2004 financial restructuring to the Delegation Agreement,under which Euro Disneyland SNC had delegated to the Banks its right to receivefrom Euro Disney Associés SCA payments relating to the Finance Lease Agreement,in order to satisfy Euro Disneyland SNC’s payment obligations to the Banksunder the Financing Documents.]**

 

 

41

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**SCHEDULE 8**

**Amendment to the subordination agreement**

 

[See Exhibit 4.18(a) to the Form 20-F]

 

42

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**SCHEDULE 9**

**Amendment Agreement to the *Convention sur le Rang***

** **

**AMENDMENTAGREEMENT N 2 TO THE *CONVENTION SUR LE RANG***

 

**BETWEEN :**

 

1)                                     **La Caisse des Dépôts et Consignations**, a special French institution created by the Law of 28 April 1816as incorporated into articles L.518-7 of the Code monétaire et financier, whoseprincipal office**is situated at 56, rue de Lille,75007 Paris,

 

hereinafterreferred to as the « **CDC** »,

 

**AND**

 

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

 

**WHEREAS :**

 

I.                                        Pursuant to an agreement relating to the granting of ordinary loansdated 17 May 1989 between the CDC, Euro Disney S.C.A. and Euro DisneylandS.N.C. as amended by two amendment agreements dated 10 August 1994 and 30September 1999 and by an amended and restated agreement relating to thegranting of ordinary loans dated 1 December 2004 the entry into force ofwhich is conditional upon the completion of the Contribution and the Completionof the Share Capital Increase (the« **CDC Ordinary LoanAgreement** »), the CDC has made available to Euro Disney SCA andEuro Disneyland SNC (the « **Borrowers** »),a loan facility on special conditions defined as « ordinary loans ».The principal amount of the ordinary loan to the Operating Company was €40.604.698,63 as at 30 September 2004 and the principal amount of the ordinaryloan to the Financing Company was € 86.851.852,43 as at 30 September 2004l.

 

As security for any amounts becoming due tothe CDC under the CDC Ordinary Loan Agreement :

 

(a)          by theBorrowers under Ordinary Loan A to the Financing Company and under theOrdinary Loan to the Operating Company, the Operating Company granted to theCDC a first-ranking *hypothèque* onthe 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 theFinancing Company under Ordinary Loan B to the Financing Company (€125.000.000), the Financing Company, in the context of the 2004 financialrestructuring of the Euro Disney group, undertook to grant to the CDC asecond-ranking *hypothèque* on the land on whichthe « Disneyland Park » theme park was built and the adjoiningcampsite (the « **Second-Ranking Hypothèque** »).

 

II.                                    Pursuant to the multi-currency loan and letter of credit facilitiesagreement dated 5 September 1989 between Euro Disney SCA, Euro Disneyland SNCand the Banks (as amended by 

 

43

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amendment agreements dated 10 August 1994,17 March 1995 and amended and restated with effect from 1 October2004 by a Phase IA credit amendment and restatement agreement dated1 December 2004 (the « **Phase IA Credit Amendmentand Restatement Agreement** ») (the « **Phase IACredit Facility** »), the Bank granted Loans to the Borrowers ofan aggregate principal amount, on the Restatement Date (as defined in the PhaseIA Credit Facility) of € 273.488.244,34.

 

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

 

III.                                CDC and the Agent for the Banks entered into a *conventionsur 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 Facility and the CDC Ordinary LoanAgreement, for the benefit of the Banks and CDC respectively, provided for inparagraphs I(a) and II above (the “**First-Ranking Hypothèques**”),will rank pari passu and consequently in any orders or distributions relatingto the price of the real property, the Banks and the CDC will rank pari passu,in proportion to the amount owed to them.

 

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

 

IV.                                As indicated in paragraphs I and II of the recitals above, theCDC Ordinary Loan Agreement was amended by an agreement relating to thegranting of ordinary loans dated 1 December 2004 the entry into forceof which is conditional upon the completion of the Contribution and theCompletion of the Share Capital Increase and the Phase IA Credit Facility hasbeen amended and restated by a Phase IA credit amendment and restatementagreement dated 1 December 2004 (the “**Phase IA Credit Amendment andRestatement Agreement**”).

 

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

 

1.                                      Expressions having a capital letter in the present amendmentagreement have, except where an express contrary intention is indicated, themeaning given in the Convention sur le Rang, the Amendment and RestatementAgreement to the Common Agreement (as defined in the Phase IA Credit Facility)and the Phase IA Credit Facility.

 

2.                                      The parties acknowledge that they are aware of all provisions of theCDC Ordinary Loan Agreement and of the Phase IA Credit Amendment andRestatement Agreement.

 

3.                                      The Convention sur le Rang is amended as follows :

 

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(A)                              all references to « Credit Facility » shall be construedas references to the Phase IA Credit Facility;

 

(B)                                paragraphs I and II of the *Convention sur le Rang*are deleted and replaced by paragraphs I to IV of the above recitals ofthe present amendment agreement ;

 

(C)                                clause 1 shall read as follows : « Expressions usedin the present agreement have, except where an express contrary intention isindicated, the meaning given in the Phase IA Credit Facility, the Amendment andRestatement Agreement to the Common Agreement (as defined in the Phase IACredit Facility) and the CDC Ordinary Loan Agreement. » ;

 

(D)                               a new clause 2 shall read 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 shall read as follows : “The First-RankingHypothèque in favour of the CDC referred to in paragraph I (a) of theabove recitals has been registered until 1 November 2025. TheFirst-Ranking *Hypothèques* in favour of theBanks referred to in paragraph II of the above recitals were registereduntil 30 November 2011. However, the debt owed to the Banks under thePhase IA Credit Facility will not be extinguished, pursuant to the Phase IACredit Amendment and Restatement Agreement, until 31 May 2012 or the last businessday of May 2012. Pursuant to the provisions of clause 3 of the Phase IACredit Facility, in the event that the registration period of any First-Ranking*Hypothèque* is likely to expire beforethe Termination Date, the Borrowers have expressly and irrevocably agreed thatif so requested by the Agent at any time, the registration of such *hypothèque* shall be renewed at the cost of Euro DisneyAssociés which has so accepted, until the second anniversary of the TerminationDate.  Any such renewal must be effectedat the competent mortgage registry by no later than three months prior to therelevant expiry date.  The total amountof the debt secured by the *hypothèques*referredto in this Clause shall not be less than 125 per cent. of the TotalOutstanding Amount at the time of such renewal and at any time prior to theDischarge Date.  The total amount of thedebt secured by the First-Ranking Hypothèques shall not be less than 125 %of the Total Outstanding Amount. CDC hereby accepts that these renewals will takeplace and that once renewed, all provisions of the present agreement will beapplicable to the First-Ranking *Hypothèques* sorenewed.”;

 

(F)                                 the wording of the former clause 2 now clause 4 isreplaced by the following wording : « In relation to the First-RankingHypothèques, the registrations made in favour of CDC and the Banks respectivelywill rank pari passu. Consequently, in any orders or distributions relating tothe price of the real property covered by the First-Ranking Hypothèques, theBanks and CDC will rank pari passu, in proportion to the amount owed to themunder CDC Ordinary Loan Agreement (except those amounts relating to the BOrdinary Loan to the Financing Company) and under the Phase IA Credit Facilityrespectively, as such amount will be determined at the date of the order toforeclose initiated by CDC or the Agent, resulting in the execution of theFirst-Ranking Hypothèques. » ;

 

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(G)                                the wording of the former clause 3 now clause 5 is replacedby the 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 participation and not in the presence of the holder(s)of all 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 isreplaced by the following wording : « Notwithstanding the provisionsfor equal ranking above, each of CDC and the Agent will independently beentitled to enforce the above-mentioned First-Ranking Hypothèques grantedrespectively to CDC and the Banks, as they see fit.  Should CDC decide to enforce its First-RankingHypothèque, it shall advise the Agent immediately just as the Agent mustimmediately advise CDC of the Banks’ intention to take such step. » ;and

 

(I)                                    the wording of the former clause 5 is deleted.

 

4.                                      The other provisions of the Convention sur le Rang remain unchanged.The present amendment agreement shall not be interpreted as creating a newundertaking, as the rights and obligations acquired prior to the date of thepresent amendment agreement remain in existence.

 

5.                                      The present amendment agreement will take effect on the RestatementDate.  In the event that certainprovisions of the Memorandum of Agreement are terminated in accordance withparagraph (b) of clause 7.7 (*Termination*) ofthe Memorandum of Agreement, the present amendment agreement will terminate.

 

6.                                      The present amendment agreement is governed by French law.  Any dispute between the parties arising fromthe present amendment agreement shall be submitted to the exclusivejurisdiction of the *Tribunal de Commerce deParis* or if the dispute concerns the CDC, to the competent courtwithin the jurisdiction of the Cour d’Appel de Paris.

 

7.                                      All costs, fees, duties and taxes due in connection with the presentagreement shall be payable by the Operating Company.

 

8.                                      The parties require the registration of the present agreement.  The present amendment agreement shall bedeposited at the offices of Office Notarial, Pascal Dufour, Jean-Pierre Benoistand Claudine Savary, 15 boulevard Poissonnière, 75002 Paris, and will berestated by notarial instrument.

 

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Signed in Paris,

1 December 2004,

In 4 counterparts, including one forregistration and one for the notarial deposit.

 

 
|        |   |                                         |   |
|-------------|--------|----------------------------------------------|--------|
| BNP PARIBAS |   | Caisse des Dépôts et Consignations |   |

 

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**SCHEDULE 10**

**Standby Revolving Supplemental Agreement**

** **

**AMENDMENTNo. 1 TO THE 1994**

 

**STANDBYREVOLVING CREDIT AGREEMENT**

 

**AMONG:**

 

EuroDisney SCA., a *société en commandite par actions*organized under the laws of France, having its registered office at ImmeublesAdministratifs, Route Nationale 34, 77700 Chessy, with a capital of10,826,802.92 euros, registered with the Registry of Commerce and Companies ofMeaux under the Number 334 173 887

 

(hereinafter, “EDL”)

 

**AND:**

 

DisneyEnterprises, Inc., a corporation organized under the laws of Delaware, havingits principal office at 500 South Buena Vista, Burbank, California 91521, USA

 

(hereinafter, “DEI”)

 

**WHEREAS**

 

On August 5,1994, EDL and DEI (formerly The Walt Disney Company) entered into a StandbyRevolving Credit Agreement relating to a standby New Revolving Credit Facilityhaving a principal amount of FF 1,1 billion (the “Standby Facility”).

 

The Memorandumof Agreement dated June 8, 2004 entered into by, *inter alia*, EDL, The Walt Disney Company and various lendersto EDL, as amended and unanimously approved by the lenders, effective onSeptember 30, 2004 (the “Memorandum”), provides in its Articles 3.5 and 7.1.1(as amended), for certain amendments to the Standby Facility.

 

Pursuant to acontribution agreement dated September 30, 2004 and amended on November 8, 2004(the “Contribution Agreement”) between EDL and Euro Disney Associés SCA (“EDA”),a *société en commandite par actions*witha capital of 109,997,848.20 euros, having its principal office at ImmeublesAdministratifs, Route Nationale 34, 77700 Chessy, EDL agreed to contributesubstantially all its assets and liabilities to EDA.

 

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The purpose ofthis Amendment is to reflect the amendments provided for in the Memorandum.

 

**NOW, THEREFORE, IT IS AGREED ASFOLLOWS:**

 

**Article1**

 

**Definitions**

 

Capitalizedterms used herein and not defined herein shall have the meaning ascribed tothem in the Standby Facility or in the English translation of the Memorandum.

 

**Article2**

 

**PrincipalAmount/No Further Drawdowns**

 

**2.1**          On the date hereof,following (i) the discharge by DEI on October 1, 2004 of a portion of the Loanequal to 10 million euros and (ii) the repayment by EDL to DEI on [-], 2004 of5 million euros, the Loan amounts to 110 million euros.

 

**2.2**          Notwithstandingany other provisions of the Standby Facility, EDL shall not be entitled to makeany further Drawdowns under the Standby Facility, and until its final repaymentor its conversion into Subordinated Long Term Debt through the delivery of apromissory note as provided in Article 4 below, the Loan shall remain at 110million euros.

 

**Article3**

 

**FinalMaturity Date of the Loan**

 

**3.1**         Subjectof the provisions of Article 4.1 and 4.2 below, the Final Maturity Date of theLoan shall be June 30, 2005.

 

**Article4**

 

**Terminationof the Standby Facility**

 

**4.1**          On the Share CapitalIncrease Date, upon the effectiveness of the contribution of assets andliabilities contemplated by the Contribution Agreement, EDA, as successor toEDL under the Standby Facility, shall deliver to DEI a promissory note in theform attached hereto as Exhibit 1 (the “Promissory Note”) and pay to DEIinterest that has accrued on the Loan since the Last Interest Payment Date.

 

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**4.2**          Upon delivery of thePromissory Note and payment of such interest, the Standby Facility willterminate, as of such delivery and payment, and EDL and EDA will be relievedfrom all obligations hereunder and be subject only to the obligations set forthin the Promissory Note.

 

**Article5**

 

**Miscellaneous**

 

**5.1**          Other terms of the StandbyFacility not amended by this Amendment shall remain unchanged.

 

**5.2**          Should the Memorandumterminate pursuant to Section 7.7 thereof, this Amendment shall forthwithterminate, with the exception of its Article 3, so that the Final Maturity Dateof the Standby Facility shall remain June 30, 2005.

 

**5.3**          This Amendment shall begoverned by, and interpreted in accordance with, the laws of the State of NewYork without reference to the choice of law doctrine.  Any disputes arising from this Amendmentshall be submitted to the exclusive jurisdiction of the courts of the State ofNew York or of the United States District Court for the Southern District ofNew York.

 

Executed in           in two originals on this      day of            2004.

 

 
| Euro Disney S.C.A.,               | Disney Enterprises, Inc. |
|-----------------------------------|--------------------------|
|                              |                     |
| represented by its                |                     |
|                              |                     |
| *Gérant*, Euro Disney S.A.S. |                     |
|                              |                     |
|                              |                     |
| by:                               |                     |   | by: |   |   |
|                                   |                          |  |  |  |  |

 

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**EXHIBIT 1**

 

**PROMISSORY NOTE**

 

FOR VALUE RECEIVED, Euro Disney AssociésSCA, a French *société en commandite paractions*, having its registered office at Immeubles Administratifs,Route Nationale 34, 77700 Chessy, France, registered with the Registry ofCommerce and Companies of Meaux under number 334 173 887 (the “**Borrower**”) hereby unconditionally promisesto pay to Disney Enterprises, Inc. (formerly The Walt Disney Company), aDelaware corporation having its principal office at 500 South Buena VistaStreet, Burbank, California 91521, U.S.A. (the “**Lender**”), on the Maturity Date, the principal sum of onehundred and ten million euros (€ 110,000,000), increased by the amount ofinterest that is capitalized pursuant to Section 1 (b) below (such principalsum as so increased, the “**Principal**”),together with interest calculated and payable as specified below.  This promissory note (the “**Note**”) is issued to evidence the terms ofthe indebtedness assumed by the Borrower in exchange for the discharge by theLender of the Borrower’s outstanding obligations to repay one hundred and tenmillion euros (€ 110,000,000) of principal outstanding under the StandbyNew Revolving Credit Facility. Capitalized terms used in this Note that are not defined herein have themeanings ascribed to them in Annex A.

 

**1.****             Interest**

 

(a)                                  The Principal shall bear interest at Euribor from the date hereofuntil the Maturity Date. Interest hereunder shall be computed on the basis of a360-day year and the number of days actually lapsed (including the first daybut excluding the last day).

 

(b)                                 From the date hereof until December 31, 2016, interest accruinghereunder shall be capitalized annually on each anniversary of the date hereof.

 

(c)                                  Subject to the provisions of paragraph (d) below, interest accruingfrom January 1 of each year commencing in the calendar year 2017 shall be paidannually, in arrears, on January 1 of the following calendar year (or on theMaturity Date in respect of interest accruing from January 1 of the calendaryear in which the Maturity Date falls).

 

(d)                                 No interest hereunder will be paid to the Lender if and for as longas the Borrower fails and continues to fail to make on the due date thereforany payment due by it under the CDC Second Park Agreements. In the event of aliquidation of the Borrower, payment of interest hereunder will be subordinatedto the payment of all amounts due by the Borrower under the CDC Second ParkAgreements.  Any unpaid interesthereunder will continue to be compounded on a yearly basis in accordance withsubparagraph (b) above.

 

**2.****             Payments**

 

(a)                                  All payments hereunder shall be made in immediately available fundsat the account of the Lender with [*insertname of bank*] or at such other account as the Lender shall designateto the Borrower in writing.

 

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(b)                                 In the case of any proceeding to collect any overdue amounts payableby the Borrower under this Note, the Borrower shall pay all costs and expensesof every kind incurred in connection therewith, including reasonable attorneys’fees and disbursements, which costs and expenses shall be added to theprincipal amount of the indebtedness evidenced by this Note, and the proceedsof any collection hereunder may be applied by the Lender to the liabilities ofthe Borrower under this Note in such manner and order as the Lender acting inits sole discretion may deem appropriate.

 

(c)                                  Should any amount payable to the CDC under CDC Subordinated LongTerm Debt Agreements become payable prior to its maturity, amounts payablehereunder shall become due and payable at the same time as the CDC amountsbecome due and payable, without any requirement of notice, demand or otherformality.

 

(d)                                 Pursuant to the provisions ofArticle 11 of the France—US tax treaty for the avoidance of double taxation andthe prevention of fiscal evasion with respect to taxes on income and capital,dated August 31, 1994 (the “**Tax Treaty**”), interest and other incomearising under this Note will be exempt from any withholding or deduction for oron account of any taxes, duties, assessments or governmental charges imposed orlevied by or on behalf of the French Republic, or any authority in or of theFrench Republic having the power to tax, provided that the Lender complies withthe procedural formalities necessary for the Borrower to obtain authorizationto make that payment without a tax deduction or withholding in accordance withthe provisions of the Tax Treaty.

 

If, as a result of any change in, or amendment to, orchange in the official application or interpretation of, the laws orregulations of the French Republic (including the Tax Treaty), or any authoritytherein or thereof, affecting taxation, the Borrower would become obligated todeduct or withhold any amount from any payment to the Lender provided forhereunder, then the following provisions shall apply:

 

(i)                                     the Borrower and the Lender shalluse their best efforts in order to cause one or more other loans or facilitiesto be made available to the Borrower by one or more third parties andsubstituted for this Note, on economic terms similar to the ones of this Noteor such other terms as may be acceptable to both the Borrower and the Lender ;

 

(ii)                                  unless and until one or more loansor facilities are substituted for this Note pursuant to paragraph (i) above,the Borrower shall, unless prevented by law from so doing, pay such additionalamounts to the Lender as may be necessary in order that the net payment to theLender under this Note after the deduction or withholding shall equal theamount payable hereunder in the absence of such deduction or withholding.  In such case, the Borrower shall forward tothe Lender a copy of the documents evidencing payment to the appropriategovernmental authority of any taxes so deducted.  To the extent that the Lender shall haverecovered, in whole or in part, whether in the form of tax credits, deductionsor other benefits, any amount as a result of the payment of any such taxes, itshall cause to be paid or allowed as a credit to the Borrower an amount whichwill leave the Lender (as determined in good faith by the Lender) in theposition in which it would have been had no such tax been applicable.

 

(iii)                               If the Borrower should beprevented by applicable law from paying the additional amounts referred to inparagraph (ii), then the Borrower and the Lender shall in good 

 

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faith negotiate appropriateamendments to this Note in order to ensure that its economic conditions remainacceptable to both parties.

 

**3.****             Late Payments**

 

If any amountpayable by the Borrower hereunder is not paid when due, interest shall accrueon such amount (to the extent permitted by applicable law) during the periodfrom and including the due date thereof, to but excluding the date such amountis paid, at a rate per annum equal to two percent (2%) above Euribor. Interestaccruing pursuant to this paragraph shall be payable from time to time ondemand of the Lender.

 

**4.****             CHOICE OF LAW AND JURISDICTION**

 

(A)                              THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THECHOICE OF LAW DOCTRINE.

 

(B)                                ANY ACTION OR PROCEEDING AGAINST THE BORROWER MAY BE BROUGHT ANDENFORCED IN THE COURTS OF THE STATE OF NEW YORK OR THE UNITED STATES DISTRICTCOURT FOR THE SOUTHERN DISTRICT OF NEW YORK.

 

**5.****             Remedies**

 

No remedy conferredupon the Lender is intended to be exclusive of any other remedy and each andevery such remedy shall be cumulative and shall be in addition to every otherremedy given hereunder or now or hereafter existing at law or in equity bystatute or otherwise. No course of dealing with the Borrower or any delay inexercising any rights hereunder shall operate as a waiver of any rights of theLender.

 

**6.****             Loss or Theft**

 

Upon notice to the Borrower of the loss,theft, destruction or mutilation of this Note, and in the case of any suchmutilation, upon surrender and cancellation of the mutilated document, and inthe case of any such loss, theft or destruction upon delivery by the Lender ofan indemnity agreement satisfactory to the Borrower, the Borrower will executeand deliver to the Lender an identical Note dated the date hereof insubstitution for such lost, stolen, destroyed or mutilated Note; provided,however, that any such substitution shall not be deemed to constitute a waiver,modification, compromise or novation of the indebtedness evidenced hereby orany term or condition hereof.

 

**7.****             Amendments, Consent and Waivers**

 

(a)                                  Any term, covenant, agreement or condition of this Note may beamended only by a written instrument executed by the Borrower and the Lender.Any amendment shall be endorsed upon this Note and the Borrower and the Lendershall be bound thereby.

 

(b)                                 Any term, covenant, agreement or condition of this Note may bewaived only in writing by the Lender.

 

(c)                                  No waiver of any breach of any warranty, representation, covenant orother term or provision of this Note shall be deemed a waiver of any precedingor succeeding breach of the same or any other warranty, representation,covenant, term or provision. No extension of time for 

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performance of any obligations or act shall be deemedto be an extension of the time for performance of any other obligation or anyother act.

 

**8.****                                      Notices**

 

All notices or other communications relatedto this Note shall be in writing and shall be delivered by hand, mailed or sentby facsimile to the addresses indicated below or to such other addresscommunicated by a party in writing from time to time:

 

(a)           if to the Lender, to:

 

Disney Enterprises, Inc.500 South Buena Vista StreetBurbank, California 91521U.S.A.Facsimile number: [•]Attention:

 

(b)           if to the Borrower, to:

 

Euro Disney Associés SCAImmeubles AdministratifsRoute Nationale 3477700 ChessyFranceFacsimile number: 33 1 **•**Attention:

 

**9.****             Headings**

 

All titles and sections in this Note areinserted for convenience only and shall not affect the meaning orinterpretation thereof.

 

**10.****          Waiver of Presentment, etc.**

 

Except as otherwise herein specificallyprovided to the contrary, the Borrower waives the right of presentment, demandfor payment, notice of dishonor, notice and all other notices or demands of anykind in connection with the delivery, acceptance, performance, default,endorsement or guarantee of this instrument.

 

IN WITNESS WHEREOF, this Note has been signedby the Borrower this [•] day of [•], 200•.

 

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|   | Euro Disney Associés SCA |
|--------|-------------------------------|
|   | by Euro Disney SAS            |
|   | Gérant                   |
|   |                          |
|   |                          |
|   |                          |   |
|   | Name:                         |
|   | Title:                        |

 

55

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Annex A

 

“**Bank DebtAgreements**” means the following agreements: Phase IA Credit FacilityAgreement, CDC Loan Agreements, Phase IA Partners’ Advances Agreement, Phase IBCredit Facility Agreement and Phase IB Advances Agreement.

 

“**BusinessDay**” means any day (other than Saturday or Sunday) on which banksare open for ordinary business in Los Angeles and Paris.

 

“**CDC**” means *Caissedes Dépôts et Consignations*, an *établissementpublic à statut spécial*, whose principal office is at 56, rue deLille, 75007 Paris, France.

 

“**CDC ParticipatingLoan Agreement**” means the *AccordCDC Relatif à l’Octroi de Prêts Participatifs* dated May 17, 1989between CDC and Euro Disney and Euro Disneyland as amended by supplementalagreements dated August 10, 1994, September 30, 1999 and December 1, 2004.

 

“**CDC LoanAgreements**” means the CDC Ordinary Loan Agreement and the CDCParticipating Loan Agreement.

 

“**CDCOrdinary Loan Agreement**” means the *AccordRelatif à l’Octroi de Prêts Ordinaires* dated May 17, 1989 betweenCDC and Euro Disney and Euro Disneyland as amended by supplemental agreementsdated August 10, 1994, September 30, 1999 and December 1, 2004.

 

“**CDCSecond Park Agreements**” means the loan agreements – tranches A, B, Cand D – entered into on September 30, 1999 between Euro Disney and CDC as amendedby supplemental agreements dated December 1, 2004 as well as the tranche E loanagreement entered into pursuant thereto.

 

**“CDC Subordinated Long Term DebtAgreements”**means the agreements relating tothe Subordinated Long Term Debt of Euro Disney Associés SCA created under theCDC Second Park Agreements.

 

“**EDLH**”means EDL Hôtels SCA, a French *société encommandite par actions*, whose registered office is at ImmeublesAdministratifs, RN 34, 77700 Chessy, France, registered with the Registry ofCommerce and Companies of Meaux under number 347 686 206.

 

“**EURIBOR**”means the percentage rate per annum determined by the Banking Federation of theEuropean Union for the period of 12 months displayed on the page EURIBOR01 ofthe Reuters screen.  EURIBOR shall bedetermined on each date on which interest is capitalised or payable hereunder,based on the rate published at 11:00 a.m. (Brussels time) on the second TARGETBusiness Day preceding the date of determination.

 

“**EuroDisney**” means Euro Disney SCA, a French *société en commandite par actions* whose registered office isat Immeubles Administratifs, RN 34, 77700 Chessy, France, registered with theRegistry of Commerce and Companies of Meaux under number 334 173 887.

 

“**EuroDisneyland**” means Euro Disneyland SNC, a French *société en nom collectif* whose registeredoffice is at Immeubles Administratifs, RN 34, 77700 Chessy, France, registeredwith the Registry of Commerce and Companies of Meaux under number350 141 818.

 

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“**HotelSNCs**” means Hôtel New York Associés SNC, Newport Bay Club AssociésSNC, Sequoia Lodge Associés SNC, Cheyenne Hôtel Associés SNC, Hôtel Santa FeAssociés SNC, Centre de Divertissements Associés SNC, French *sociétés en nom collectif*, whose registeredoffices are at Immeubles Administratifs, RN 34, 77700 Chessy, France,registered with the Registry of Commerce and Companies of Meaux, respectivelyunder numbers 380 364 877, 380 366 153,380 366 229, 380 366 278, 380 366 385 and380 364 422.

 

“**MaturityDate**” means the first Business Day immediately following the date onwhich all amounts due under the Bank Debt Agreements shall have been paid infull.

 

“**Phase IACredit Facility Agreement**” means the multi-currency credit facilityagreement dated September 5, 1989 which operates by way of drawings or theissuance of letters of credit between Euro Disney, Euro Disneyland and thebanks and financial institutions that are party thereto, as amended bysupplemental agreements dated August 10, 1994, March 17, 1995 and December 1,2004.

 

“**Phase IAPartners’ Advances Agreement**” means the Partners’ Advances Agreementdated April 26, 1989 between Euro Disneyland and its partners, as amended bysupplemental agreements dated August 10, 1994 and December 1, 2004.

 

“**Phase IBAdvances Agreement**” means the agreement dated April 26, 1991 betweenEDLH, the Hôtel SNCs and their partners, as amended by supplemental agreementsrespectively dated August 10, 1994, May 15, 1995, July 12, 1995, May 16, 2003and December 1, 2004.

 

“**Phase IBCredit Facility Agreement**” means the credit facility agreement datedMarch 25, 1991 between EDLH, the Hôtel SNCs and banks and financialinstitutions, as amended by supplemental agreements respectively dated August10, 1994, May 15, 1995, July 12, 1995, May 16, 2003 and December 1, 2004.

 

“**StandbyNew Revolving Credit Facility**” means the New Revolving CreditFacility in an amount of Euro 167,693,910 granted by the Lender to Euro Disneypursuant to an agreement dated August 5, 1994, as amended on [•], 2004.

 

“**TARGET Business Day**”means a day on which the Trans-European Automated Real Time from SettlementExpress Transfer System is operating.

 

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**SCHEDULE 11Amendment Agreement to the Independent Auditors’ Agreement**

 

**AMENDMENT AGREEMENT FOR THE TERMINATION OFTHE AGREEMENT WITH THEINDEPENDENT EXPERT**

 

**BETWEEN :**

 

1)                                     **Banque Nationale de Paris**, having its registered office at 16boulevard des Italiens, 75009 PARIS,

 

acting in its capacity as Agent to the Phase IACredit Facility Agreement, in the name and for the account of the Banks partyto the Phase IA Credit Facility Agreement.

 

ON THE FIRST PART,

 

**AND**

 

2)                                     **CALYON**, having its registered office at 16boulevard des Italiens, 75009 Paris.

 

Acting in its capacity as Agent to the Phase IBCredit Facility Agreement, in the name and for the account of the Banks partyto the Phase IB Credit Facility Agreement, in its capacity as Agent to thePhase IB Advances Agreement, in the name and for the account of the Lendersparty to the Phase IB Advances Agreement, and in its capacity as Agent to thePhase IA Partners’ Advances Agreement, in the name and for the account of thePartners party to the Phase IA Partners’ Advances Agreement.

 

ON THE SECOND PART,

 

3)                                     **La Caisse des Dépôts et Consignations**, a special French institution created by the Law of 28 April 1816as incorporated into articles L.518-7 of the Monetary and Financial Code, whoseprincipal office**is situated at 56, rue de Lille,75007 Paris,

 

(hereinafterreferred to as**“CDC”**)

 

ON THE THIRD PART,

 

(The Banks party to the Phase IA Credit Facility Agreement, the Partnersparty to the Phase IA Partners’ Advances Agreement, the Banks party to thePhase IB Credit Facility Agreement, the Lenders party to the Phase IB AdvancesAgreement and CDC being hereinafter referred to together as the **“Creditors”**or individually a **“Creditor”**).

 

**AND**

 

4)                                      [•] having itsregistered office at [•]

 

(hereinafterreferred to as the **“Independent Expert”**)

 

ON THE FOURTH PART,

 

 

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**AND**

 

5)**                                    ****EURO DISNEY S.C.A.,**A limited partnership with shares having a sharecapital of850,041,425 Francs andhaving its registered office at Immeubles Administratifs,Route Nationale 34, Chessy, Seine-et-Marne,

 

6.                                      **EDL HOTELS S.C.A.,**A limited partnership with shareshaving a share capital of 475,000,000 Francs and having its registered office at ImmeublesAdministratifs, RouteNationale 34, Chessy, Seine-et-Marne,

 

ON THE FIFTHPART,

 

7)                                     **EURO DISNEYLAND S.N.C.**, a general partnership with a share capital of 1,000,000 Francs having its registered office at Immeubles Administratifs, Route Nationale 34, Chessy, Seine-et-Marne,

 

ON THE SIXTH PART,

 

8)                                     **HOTEL NEW YORK****ASSOCIES****S.N.C.**, a general partnership with a share capital of 64,000 Francs having its registered office at Immeubles Administratifs, Route Nationale 34, Chessy, Seine-et-Marne,

 

9)                                     **NEWPORT BAY CLUB ASSOCIESS.N.C.**, a general partnership with a share capitalof 64,000 Francs having its registered office at Immeubles Administratifs, RouteNationale 34, Chessy, Seine-et-Marne,

 

10)                               **SEQUOIA LODGE ASSOCIESS.N.C.**, a general partnership with a sharecapital of 64,000Francs having itsregistered office atImmeubles Administratifs, Route Nationale 34, Chessy, Seine-et-Marne,

 

11)                               **CHEYENNE HOTEL ASSOCIESS.N.C.**, a general partnership with a sharecapital of 64,000Francs having itsregistered office atImmeubles Administratifs, Route Nationale 34, Chessy, Seine-et-Marne,

 

12)                               **HOTEL SANTA FE ASSOCIESS.N.C.**, a general partnership with a sharecapital of 64,000Francs having itsregistered office atImmeubles Administratifs, Route Nationale 34, Chessy, Seine-et-Marne,

 

13)                               **CENTRE DE DIVERTISSEMENTSASSOCIES S.N.C.**,a general partnershipwith a share capital of 64,000 Francs havingits registered office at Immeubles Administratifs, Route Nationale 34, Chessy, Seine-et-Marne,

 

(hereinafterreferred to together as the **“Hotel S.N.C.s”**or individually as a

**“HotelS.N.C.”**)

 

ON THE SEVENTH PART,

 

(Euro Disney S.C.A., EDL Hôtels S.C.A., Euro Disneyland S.N.C. and the Hotel S.N.C.s being hereinafter referred to together as the **“Debtors”** or individually as a **“Debtor”**)

 

59

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**WHEREAS****:**

 

I.                                         An Agreement appointing [•] as Independent Expert by the Creditors and, in particular,defining the duties entrusted to it by the Creditors in order to assist them inthe monitoring of the Debtors’ compliance with their covenants in the Common Agreement,including its Schedule V (Covenants) was entered into on [•] (the “**Agreement with theIndependent Expert**”).

 

II.                                     In the context of the 2004 restructuring, it has been agreed toterminate the Agreement with the Independent Expert.

 

**IT IS AGREED AS FOLLOWS:**

 

**Clause 1 - Definitions**

 

“**Share Capital Increase Completion Date**”means the date on which, in the context of the Euro Disney Group’s 2004financial restructuring, new shares in Euro Disney S.C.A. will have beensubscribed for, fully paid up in cash and issued, in a gross minimum amount of€250 million, and the net proceeds paid to Euro Disney S.C.A..

 

**Clause 2 - Termination**

 

The parties agree that the Agreement with the Independent Expert willterminate with effect from the Share Capital Increase Completion Date.

 

**Clause 3 - Disputes**

 

Thistermination amendment agreement is governed by French law.  It is expressly agreed that any disputearising in connection with this amendment agreement shall be subject to theexclusive jurisdiction of the Commercial Court of Paris.

 

**Clause 4 - Costs**

 

All costs, fees, duties and taxes due in connection with this documentshall be payable by the Operating Company.

 

Signed in Parison [•]

in [•] counterparts

 

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| ** **                                        |       | ** **                                                                                                                                               |
|---------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|
| **BNP PARIBAS**(Phase IA  Credit Facility Agent)  |       | **CALYON**(Agent  under the Phase IB Credit Facility Agreement, the Phase IB Advances Agreement  and the Phase IA Partners’ Advances Agreement**)** |
| ** **                                        | ** ** | ** **                                                                                                                                               |
| ** **                                        | ** ** | ** **                                                                                                                                               |
| **Caisse  des Dépôts et Consignations** | ** ** | **Independent****Expert**                                                                                                                                |
| ** **                                        | ** ** | ** **                                                                                                                                               |
| ** **                                        | ** ** | ** **                                                                                                                                               |
| **Euro Disney S.C.A.**                            |       | **Euro Disneyland S.N.C**                                                                                                                                |
| ** **                                        |       | ** **                                                                                                                                               |
| ** **                                        |       | ** **                                                                                                                                               |
| **EDL Hotels SCA**                                |       | **Hotel New York****Associes****S.N.C.**                                                                                                                 |
| ** **                                        |       | ** **                                                                                                                                               |
| ** **                                        |       | ** **                                                                                                                                               |
| **Newport Bay Club****Associes****S.N.C.**        |       | **Sequoia Lodge****Associes****S.N.C.**                                                                                                                  |
| ** **                                        |       | ** **                                                                                                                                               |
| ** **                                        |       | ** **                                                                                                                                               |
| **Cheyenne Hotel****Associes****S.N.C.**          |       | **Hotel Santa Fe****Associes****S.N.C.**                                                                                                                 |
| ** **                                        |       | ** **                                                                                                                                               |
| ** **                                        |       | ** **                                                                                                                                               |
| **Centre  de Divertissements S.N.C.**             |       |                                                                                                                                                     |

 

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**SCHEDULE 12**

**ConferenceCenter Lease Supplemental Agreement**

 

[See Exhibit4.11 to the Form 20-F]

 

62

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**SCHEDULE 13Amended and Restated Agreement**

 

**[See Exhibit 4.16 (b) of the Form20-F]**

 

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**SCHEDULE 14Funds Agreement**

 

 

**[**•] 2004

 

 

**EURO DISNEYS.C.A.*Lender***

 

 

**EURO DISNEYASSOCIÉS S.C.A.*Borrower***

 

 

**CASH ADVANCESAGREEMENT**

 

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**CASH ADVANCES AGREEMENT**

 

[•] 2004

 

 

**BETWEEN :**

 

**(1)****                                 *EURO DISNEY S.C.A.***, a French *société en commanditepar actions*, whose registered office is at Immeubles administratifs,Route Nationale 34, Chessy, 77700 Chessy, registered at the Trade and CompaniesRegistry of Meaux under number B 334 173 887, duly representedby its manger Euro Disney S.A.S., itself represented by [•], duly authorisedfor the purposes hereof

 

(hereinafter referred to as ***Euro Disney SCA***)

 

**(2)****                                 *EURO DISNEY ASSOCIÉS S.C.A.***, a French *société en commanditepar actions*, whose registered office is at Immeubles administratifs,Route Nationale 34, Chessy, 77700, registered at the Trade and CompaniesRegistry of Meaux under number B 397 471 822 duly represented by its managerEuro Disney S.A.S., itself represented by [•], duly authorised for the purposes hereof

 

(hereinafter referred to as ***Euro Disney Associés SCA***)

 

**WHEREAS:**

 

(A)                              At the time of the financialrestructuring of the Euro Disney Group dated 1994, a common agreement, with theaim of establishing the obligations of the Debtors to the Creditors and ofestablishing certain shared provisions relating to the financial restructuring,was entered into between the Debtors, in their own name and the affiliate designatedin the exhibit to that agreement, and the Creditors on 10 August 1994 (the ***Common Agreement***).

 

(B)                                The Euro Disney Group having newfinancial difficulties, by way of a memorandum of agreement dated 8 June 2004between Euro Disney S.C.A., EDL Hôtels, Euro Disneyland S.N.C., the SNC HotelCompanies, TWDC, the CDC, as well as the Phase IA Banks, the Phase IA Partners,the Phase IB Banks and the Phase IB Lenders, represented respectively by theiragents BNP PARIBAS or CALYON according to the case, and approved by theSteering Committee, then amended by the letter addressed from Euro DisneyS.C.A. to the Creditors dated 20 September 2004, the necessary measures torestructure the finances of the Euro Disney Group were agreed upon; thememorandum of agreement, as amended by the aforementioned letter, was acceptedunder the terms of a letter signed by all the parties on 30 September 2004 (the***Memorandum of Agreement***).

 

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C)                                    As a result of the execution of theMemorandum of Agreement and the previous modifications, particularly thoseintroduced by the consultation on 25 September 1995, and the request forauthorisation and dispensation of 6 September 1999, the Common Agreement wasamended and restated by an agreement dated 1stDecember 2004 (the ***Amendment and Restatement Agreement***).

 

(D)                               Under the terms of the Common Agreement Amended and Restated, EuroDisney SCA and Euro Disney Associés SCA, inter alia, must respect a certainnumber of shared obligations set out in Annex V of the Common Agreement Amendedand Restated (the ***Covenants***),under the terms of which Euro Disney SCA must, in particular, commit itself toplace at the disposal of Euro Disney Associés SCA its surplus cash reservesthat are greater than € 1.000.000(one million euros).

 

(E)                                 The object of this agreement is to restate the terms of theCovenants concerning the conditions under which Euro Disney SCA makes its cashreserves available to Euro Disney Associés SCA.

 

**IT IS HEREBY AGREED AS FOLLOWS :**

 

**1.****                                     ****DEFINITIONSAND INTERPRETATION**

 

Except where thecontext otherwise requires, the terms defined herein (including the Recitals)have the meanings ascribed to them in the Common Agreement Amended andRestated.

 

**2.**                                      **CASH ADVANCES – REPAYMENT**

 

2.1                                 Euro Disney SCA will make availableto Euro Disney Associés SCA, its surplus cash reserves greater than€ 1.000.000 (one million euros) by way of shareholder’s loans and to cause(subject as aforesaid) all of the Group’s available cash to be lodged at alltimes within Euro Disney Associés SCA and its Subsidiaries.

 

In this context Euro Disney SCA makes availableto Euro Disney Associés SCA a shareholder’s advance of €25,000,000 (twenty fivemillion euros) (the “Operating Advance”).

 

2.2                                 The repayments will have to be structured so that the cash reservesof Euro Disney SCA always remains lower than € 1.000.000. With respect to theOperating Advance only, Euro Disney SCA may demand repayment in whole or inpart of the Operating Advance as its cash needs emerge in order to cover itscosts and expenses, within the limits of the annual operating budget of EuroDisney SCA, as provided for in sub-paragraph (f) of paragraph 7 of theCovenants, net of its revenue (in particular its dividends for Financial YearN-1 and remuneration).

 

**3.****                                      PAYMENT**

 

3.1                                 Each cash advance agreed to by Euro Disney SCA and Euro DisneyAssociés SCA will be remunerated for the benefit of  Euro Disney SCA at an interest rate nogreater than

 

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3 monthEuribor less 0.50% per annum calculated on the amount of the advance andexcluding any other payments including commission, interest, premium or sum ofany other nature.

 

3.2                                 The rate for each calendar quarter will be determined according to 3month Euribor in force on the first day of that quarter.

 

3.3                                 The interest will be calculated quarterly by applying the rate setout in paragraph 3.1 to each daily balance of the advance.

 

3.4                                The interest will be invoiced quarterly in arrear by Euro Disney SCAand accounted for on a current account (*compte courant*)basis.

 

**4.****                                     ****SUBORDINATION**

 

Repayment by Euro Disney Associés SCA of the advanceswhich are granted to it in accordance with this agreement are subordinated, inthe event of liquidation, to the payment by Euro Disney Associés SCA of thesums due under the Bank Debt Agreements, the CDC Second Park Loan Agreementsand the CDC Subordinated Long-Term Debt Agreements.

 

**5.****                                      DURATION**

 

The presentagreement enters into force at the date of its signature and lasts for theduration of the Amended and Restated Common Agreement.

 

**6.****                                      APPLICABLE LAW AND JURISDICTION**

 

6.1                                 The Agreementwill be governed by and construed in accordance with the laws of France.

 

6.2                                 It is expresslyagreed, for the benefit of the lender, that any dispute between the parties relatingto the interpretation or the enforcement of this agreement will be submitted tothe exclusive jurisdiction of the commercial courts of the Court of Appeal ofParis.

 

Agreed on [•], [•] 2004in [•] originalversions.

 

 
| For                          | For                               |
|------------------------------|-----------------------------------|
|                         |                              |
| **EURO DISNEY SCA**          | **EURO DISNEY ASSOCIÉS SCA** |
|                         |                              |
| **Euro Disney SAS, Manager** | **Euro Disney SAS, Manager**      |
| ** **                   | ** **                        |
| ** **                   | ** **                        |
| ** **                   | ** **                        | ** ** | ** ** |
| Name :[•]     | Name :[•]               |
| Title :[•]         | Title :[•]              |
|                              |                                   |  |  |

 

67

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**SCHEDULE 15Amendment and Restatement Agreement to the Common Agreement**

 

 

**[See Exhibit 4.17 (a) of the Form20-F]**

 

68

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**SCHEDULE 16Phase IA Advances Amendment and Restatement Agreement**

 

 

**[See Exhibit 4.13 (a) of the Form20-F]**

 

69

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**SCHEDULE 17Phase IB Partners Advances Amendment and Restatement**

 

 

**[See Exhibit 4.14 (a) of the Form20-F]**

 

70

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**SCHEDULE 18Phase IB Credit Amendment and Restatement Agreement**

 

 

**[See Exhibit 4.15 (a) of the Form20-F]**

 

71

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**SCHEDULE 19Form of Disney Undertaking**

 

 

To:                              BNP PARIBAS

E.C.E.P.

Project Finance

37, place du Marché Saint Honoré

75001 PARIS

 

asAgent for the Phase IA Banks

 

To:                              Caisse des Dépôts et Consignations

73, avenue Pierre Mendès-France

75003, PARIS

 

To:                              CALYON

9, quai du Président Paul Doumer

92920 PARIS LA DEFENSE CEDEX

 

asAgent for the creditors which are parties tothe Phase IA Partners’ Advances Agreement,Phase IB Credit Facility Agreement and thePhase IB Advances Agreement

December 1, 2004

 

Ladies andGentlemen:

 

**Euro Disneyland in France**

 

1.                                       We refer to the Common Agreement dated August 10, 1994 Amended andRestated between (1) Euro Disney S.C.A., Euro Disneyland S.N.C., Euro DisneyAssociés S.C.A., EDL Hôtels S.C.A., Hotel New York Associés S.N.C., Newport BayClub Associés S.N.C., Sequoia Lodge Associés S.N.C., Cheyenne Hotel AssociésS.N.C., Hotel Santa Fe Associés S.N.C. and Centre de Divertissements AssociésS.N.C. as borrowers (the “Borrowers”), (2) the banks which are party to thePhase IA Credit Facility, (3) Caisse des Dépôts et Consignations, (4) thepartners of Euro Disneyland and S.N.C. which are party to the Phase IA PartnersAdvances Agreement, (5) the banks which are party to the Phase IB CreditFacility Agreement and (6) the partners of the Hotel S.N.C.s and the bankswhich are party to the Phase IB Advances Agreement.  Capitalized terms not defined herein shallhave the meaning ascribed to them in the English version of the CommonAgreement signed for identification by or on behalf of the parties hereto.

 

2.                                       We also refer to the Phase IA Credit Facility, the CDC LoanAgreements, the Phase IB Credit Facility Agreement, the Phase IB AdvancesAgreement and the Phase IA Partners Advances Agreement (the “Bank DebtAgreements”).

 

3.                                       We hereby undertake from the date of completion of the Contributionuntil December 31, 2016 to hold shares representing at least 39% of the sharecapital of Euro Disney S.C.A.

 

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4.                                      We hereby irrevocably undertake, from the date of completion of theContribution until the date on which all sums due to the creditors under theBank Debt Agreements shall have been fully repaid or paid and on which allother obligations under the Bank Debt Agreements shall have been fullyperformed (the “Debt Agreement Final Date”) and notwithstanding any event ofdefault or potential event of default under any of the Bank Debt Agreements notto cease directly or indirectly holding at any time the number of fully paid upshares set forth below:

 

(a)                                  at least one share in Euro Disneyland S.N.C.; and

 

(b)                                 at least 97% of the share capital of (i) the *associé commandité* (general partner) ofEuro Disney S.C.A., (ii) two *associés commandités*of the Operating Company, (iii) a *gérant*(manager) of the Operating Company, (iv) a *gérant*of Euro Disney S.C.A. or (v) a *gérant*of Euro Disneyland S.N.C.

 

5.                                      We represent and warrant that since January 1, 2003, no amounts havebeen paid by Euro Disney S.C.A. in respect of Management Fees or of royaltiespursuant to the Licence Agreement.

 

6.                                      We hereby irrevocably undertake not to require or accept anyamendment whatsoever to the Promissory Note issued pursuant to the StandbyRevolving Credit Supplemental Agreement or to the New Credit Line during theperiod beginning on the date of completion of the Contribution and ending onthe Debt Agreement Final Date or (in the case of the New Revolving CreditFacility) its expiration date, which would adversely affect the rights andobligations of the Operating Company thereunder.

 

7.                                      We hereby irrevocably undertake not to require payment of any amountdue to us pursuant to the Promissory Note referred to in paragraph 6 so long asany due and payable amount of whatever nature under the Senior Debt or the CDCJunior Loans remains unpaid.

 

8.                                      We acknowledge and agree, and by your signature below you agree andaccept on behalf of the Creditors, that from the date of the completion of theContribution, (a) only the following provisions of the Memorandum of Agreementdated March 14, 1994 will remain in effect, namely, Articles I (*Respective Undertakings*), IV.7 (*Phase II Development Fee*), VIII (*Unity of Agreement*), X (*Release of TWDC*), XI (*Confidentiality*) and XII (*Governing Law; Election of Domicile*), (b)the Agreement dated August 10, 1994 between Euro Disney Associés S.N.C. and theCreditors will cease to have effect and (c) only the following provisions ofthe Memorandum of Agreement will remain in effect, namely, the Recitals andArticles 1 (*Definitions*) (to theextent necessary for the following Articles), 2 (*Commitments*), 7.2.2 (*Costs*),7.5 (*Unity of Memorandum*), 7.8 (*Release of TWDC*), 7.10 (*Confidentiality*), 7.11 (*Applicable law*) and 7.12 (*Language*).

 

9.                                      With effect from the date of completion of the Contribution, thisletter supersedes the previous letter dated August 10, 1994 with a similarsubject matter emanating from Disney Enterprises, Inc. (formerly The WaltDisney Company).

 

10.                                (a)                                  Thisletter and the rights and obligations of the parties hereunder shall beconstrued in accordance with and be governed by the laws of the State of NewYork without regard to the conflict of law principles thereof.  Any legal action or proceeding against uswith respect to this letter shall be brought exclusively in

 

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thecourts of the State of New York or of the United States for the SouthernDistrict of New York, and by execution and delivery of this letter we herebyirrevocably accept the jurisdiction of the aforesaid courts.

 

(b)                               We hereby irrevocably waive any objection which we may now orhereafter have to the laying of venue of any of the aforesaid actions orproceedings arising out of or in connection with this letter brought in thecourts referred to in paragraph (a) above and hereby further irrevocably waiveand agree not to plead or claim in any such court that such action orproceeding brought in any such court has been brought in an inconvenient forum.

 

This letter isfurnished in the English language by us to you in connection with the financialrestructuring of the Euro Disney project and is solely for the benefit of theCreditors and their respective assignees.

 
| Very truly  yours,       |
|--------------------------|
| The Walt  Disney Company |
|                     |
| By:                      |   |   |

 

 
| Agreed and  accepted on behalf of the creditors that are parties to the Phase IA Credit  Facility |   |
|---------------------------------------------------------------------------------------------------|--------|
|                                                                                              |   |
| BNP PARIBAS                                                                                       |   |
| as Agent                                                                                          |   |
|                                                                                              |   |
| By:                                                                                               |   |   |
|                                                                                                   |        |  |

 

 
| Agreed and  accepted on behalf of the creditors that are parties to the Phase IA Partners  Advances Agreement the Phase IB Credit Facility Agreement and the Phase IB  Advances Agreement |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                      |   |
| CALYON                                                                                                                                                                                    |   |
| as Agent                                                                                                                                                                                  |   |
|                                                                                                                                                                                      |   |
| By:                                                                                                                                                                                       |   |   |
|                                                                                                                                                                                           |        |  |

 

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| Agreed and  accepted                          |
|-----------------------------------------------|
| Caisse des  Dépôts et Consignations |
|                                          |
|                                          |
| By:                                           |   |   |

 

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**SCHEDULE 20Form of Disney Undertaking**

 

 
| To:    | BNP PARIBAS                                |
|--------|--------------------------------------------|
|   | E.C.E.P.                                   |
|   | Project Finance                            |
|   | 37, place du Marché Saint Honoré |
|   | 75001 PARIS                                |
|   |                                       |
|   | As Agents  for the Phase IA Banks          |

 

December 1, 2004

 

Ladies andGentlemen:

 

**Euro Disneylanden France**

 

1.                                      We refer to the Phase IA Facility Agreement dated 5 September 1989(the Amended and Restated “Facility Agreement”) between (1) Euro DisneylandS.N.C. and Euro Disney Associés S.C.A. as Borrowers, (2) the Banks andfinancial institutions set out in Schedule 1 thereto and (3) yourselves asAgent for the Banks. Expressions defined in the English version of the FacilityAgreement signed for identification by the parties hereto have the same meaningwhen used herein. “Disney Group” means The Walt Disney Company and all DisneyControlled Affiliates.

 

2.                                      We hereby irrevocably undertake until the Discharge Date:

 

(a)                                  with respect to the Disney Support Documents to which we are aparty, and with respect to the Disney Support Documents to which we are not aparty insofar as we are able to do so through our ability to influence thepolicies and management of any Disney Controlled Affiliate by virtue of ourposition as a direct or indirect shareholder, to cause the Disney SupportDocuments (other than the Disney Undertaking) to be entered into and,notwithstanding any provision to the contrary contained in the Disney SupportDocuments, not to permit any Disney Support Document, to be amended orterminated otherwise than:

 

(i)                                    except in the case of the Disney Undertaking, for the sole purposeof substituting The Walt Disney Company or a Disney Controlled Affiliate (solong as The Walt Disney Company owns or controls (directly or indirectly) atleast as high a percentage of the voting share capital thereof as it owned orcontrolled of the Disney Controlled Affiliate replaced) for The Walt DisneyCompany or any Disney Controlled Affiliate party thereto at any time;

 

(ii)                                 upon any *associé commandité*(generalpartner) of the Operating Company or of Euro Disney S.C.A., Euro DisneylandParticipations S.A.S. or any *gérant*(manager)of either Borrower or of Euro Disney S.C.A. ceasing to be exclusivelycontrolled by The Walt Disney

 

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Companyor any Disney Controlled Affiliate as the result of any action of the FrenchState or any Agency or quasi governmental agency or court thereof, including,without limitation, the enactment, application or entry of any law, regulation,final decree, order or judgment (collectively, “Governmental Action”) undercircumstances which could not reasonably have been prevented by The Walt DisneyCompany, any Disney Controlled Affiliate or the Borrowers;

 

(iii)                              upon the nationalization or expropriation of Euro Disney S.C.A.,either Borrower or any *associé commandité*ofthe Operating Company or of Euro Disney S.C.A. or Euro DisneylandParticipations S.A.S. or any *gérant*ofeither Borrower or the whole or substantially the whole of the business orassets of any of them;

 

(iv)                             upon the liquidation of the Operating Company or the transfer of theOperating Company’s interests in any Disney Support Document in connection withany bankruptcy or similar proceeding or as a result of any Governmental Action;

 

(v)                                upon any Governmental Action the result of which is (x) to prohibitthe Operating Company or Euro Disney S.C.A. from operating all or substantiallyall of its business or (y) to prevent the Operating Company from satisfying anyof its material obligations under any Disney Support Document the effect ofwhich is substantially to diminish Disney’s direct or indirect earnings fromthe Disney Support Documents taken as a whole under circumstances which couldnot reasonably have been prevented by The Walt Disney Company, any DisneyControlled Affiliate or the Borrowers;

 

(vi)                             upon a person or entity (or group of persons or entities actingtogether) acquiring the power to direct, or prevent the direction of, themanagement and policies of Euro Disney S.C.A. or either Borrower undercircumstances which could not reasonably have been prevented by The Walt DisneyCompany, any Disney Controlled Affiliate or the Borrowers; or

 

(vii)                           as permitted by sub-clause (D) of Clause 24 (*Project Undertakings*) of the FacilityAgreement;

 

(b)                                 to ensure that charges and expenses levied on the Borrowers underthe Disney Support Documents are levied strictly in accordance with thechargeable cost allocation procedure attached to this letter and to provide areport of compliance with this covenant signed by, the Chief Financial Officerof The Walt Disney Company not later than 3 months alter the end of each of ourfiscal years in respect of such year; and

 

(c)                                  to ensure so far as we are able that the *gérant*and*associéscommandités*(other than that held by Euro Disney S.C.A.) of theOperating Company and the *gérant*ofthe Financing Company and the parties, other than the Borrowers, to each of theDisney Support Documents shall be direct or indirect wholly owned subsidiariesof The Walt Disney Company.

 

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3.                                      With effect from the date of completion of the Contribution, thisLetter supersedes the previous letter dated August 10, 1994 (and the FirstDisney Undertaking Letter referred to therein) with a similar subject-matteremanating from Disney Enterprises, Inc. (formerly The Walt Disney Company).

 

4.                                       (a)                                  This Letter and the rights and obligations of the parties hereundershall be construed in accordance with and be governed by the laws of the Stateof New York without regard to the conflict of law principles thereof. Any legalaction or proceeding against us with respect to this Letter shall be broughtexclusively in the courts of the State of New York or of the United States forthe Southern District of New York, and by execution and delivery of thisLetter, we hereby irrevocably accept the jurisdiction of the aforesaid courts.

 

(b)                                  We hereby irrevocably waive any objection which we may now orhereafter have to the laying of venue of any of the aforesaid actions orproceedings arising out of or in connection with this Letter brought in thecourts referred to in paragraph (a) above and hereby further irrevocably waiveand agree not to plead or claim in any such court that any such action orproceeding brought in any such court has been brought in an inconvenient forum.

 

This Letter isfurnished by us to you in the English language as Agent pursuant to theFacility Agreement in connection with the financing of Phase IA and is solelyfor the benefit of the Agent, the Banks and their assignees.

 
| Very truly  yours,       |
|--------------------------|
| The Walt  Disney Company |
|                     |
|                     |
| By:                      |   |   |

 

 
| Acknowledged  and accepted on behalf of the Banks that are parties to the Facility  Agreement |   |
|-----------------------------------------------------------------------------------------------|--------|
|                                                                                          |   |
|                                                                                          |   |
| BNP PARIBAS                                                                                   |   |
| as Agent                                                                                      |   |
|                                                                                          |   |
| By:                                                                                           |   |   |
|                                                                                               |        |  |

 

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** **

**SCHEDULE 21Disney Undertaking**

 

To:                             BNP PARIBAS

E.C.E.P.

Project Finance

37, place du Marché Saint Honoré

75001 Paris

as Agent forthe Phase IA Banks

 

December1, 2004

 

Ladies and Gentlemen:

 

1.                                      Asyou are aware, Euro Disney SAS (the “Management Company”), an indirectsubsidiary of The Walt Disney Company (“WDC”), has been named as the *gérant* of Euro Disney Associés S.C.A. (the“Operating Company”) pursuant to the *statuts*of the Operating Company.  The ManagementCompany has asked us to deliver this letter to you in your capacity as Agentfor the Banks under the Phase IA Facility Agreement dated 5 September 1989 asAmended and Restated (the “Facility Agreement”) between (1) Euro DisneylandS.N.C. and Euro Disney Associés S.C.A. as Borrowers, (2) the Banks andfinancial institutions set out in Schedule 1 thereto and (3) yourselves asAgent for the Banks.  Terms used in thisletter and not otherwise defined herein shall have the meanings assignedthereto in the English version of the Facility Agreement signed foridentification by the parties hereto.

 

2.                                      Inconnection with the execution and delivery by ourselves and certain of ouraffiliates of the Disney Support Documents (which expression shall for theavoidance of doubt include any such documents entered into hereafter) inconnection with the Project (including Phase IA) we confirm that, until theDischarge Date.

 

(a)                                We will make available (directly or indirectly) to the appropriateDisney Controlled Affiliate such special expertise and technical capabilitiesand such other resources, including but not limited to the provision of skilledpersonnel and industrial and intellectual property rights, that are notprocured from other sources and are possessed by us and/or any DisneyControlled Affiliate as may be necessary for the performance by the relevantDisney Controlled Affiliate of its duties in accordance with and subject to therelevant Disney Support Document; and

 

(b)                               Insofar as we are able to do so through our ability to influence thepolicies and management of any Disney Controlled Affiliate by virtue of ourposition as a direct or indirect shareholder, we will cause such DisneyControlled Affiliate to (i) observe and perform et all times its obligationsunder the Disney Support Documents to which it is a party in accordance withand subject to the respective terms of such Disney Support Documents and (ii)maintain its valid existence as a corporation.

 

 

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3.                                      Thisletter shall not give rise to any recourse by the Banks against WDC under theFacility Agreement. No statement made in this letter shall be deemed to modifythe terms or enlarge upon the obligations of the Borrowers set forth in theFacility Agreement or of any Disney Controlled Affiliate under the DisneySupport Document, nor shall any such statement be construed as a guarantee ofrepayment of any indebtedness incurred by the Borrowers under the FacilityAgreement nor any other sort of financial guarantee nor any other guarantee ofthe performance by the Disney Controlled Affiliates of their obligations underthe Disney Support Documents. The purpose of this paragraph 3 is to clarify butnot to reduce the obligations of WDC otherwise contained in this letter.

 

4.                                      (a)                                  ThisLetter and the rights and obligations of the parties hereunder shall beconstrued in accordance with and be governed by the laws of the State of NewYork without regard to the conflict of law principles thereof. Any legal actionor proceeding against us with respect to this Letter shall be broughtexclusively in the courts of the State of New York or of the United States forthe Southern District of New York, and by execution and delivery of thisLetter, we hereby irrevocably accept the jurisdiction of the aforesaid courts.

 

(b)                               We hereby irrevocably waive any objection which we may now orhereafter have to the laying of venue of any of the aforesaid actions orproceedings arising out of or in connection with this Letter brought in thecourts referred to in paragraph (a) above and hereby further irrevocably waiveand agree not to plead or claim in any such court that any such action orproceeding brought in any such court has been brought in an inconvenient forum.

 

With effect from the date of completion of theContribution, this Letter supersedes the previous letter issued in 1989 with asimilar subject-matter emanating from Disney Enterprises, Inc. (formerly TheWalt Disney Company).

 

This letter is furnished by us to you in the Englishlanguage as Agent pursuant to the Facility Agreement in connection with thefinancing of Phase IA and is solely for the benefit of the Agent, the Banks andtheir assignees.

 
| Very truly yours,  The Walt Disney Company                                                     |
|------------------------------------------------------------------------------------------------|
|                                                                                           |
| By:                                                                                            |   |   |
|                                                                                           |   |   |
| Acknowledged and accepted  on behalf of the Banks that  are parties to the Facility  Agreement |
|                                                                                           |
| BNP  PARIBAS  as Agent                                                                         |
|                                                                                           |
| By:                                                                                            |   |   |

 

80

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**SCHEDULE 22Form of Disney Undertaking (SNC undertaking)**

 

 

To:            Banque BNP PARIBASE.C.E.P.Project Finance37, place du Marché Saint Honoré75001 Paris

 

as Agent for the Phase IA Banks

 

December1, 2004

 

Ladies and Gentlemen:

 

**Euro Disneylanden France**

 

Please find attached as Exhibit “1” a copy of anundertaking letter (the “Undertaking Letter”) dated December 1, 2004 providedby Disney Enterprises, Inc. to Euro Disneyland SNC.

 

We hereby confirm that you shall be entitled, in yourcapacity as Agent for the Banks under the Facilities Agreement (as hereinafterdefined), to enforce the terms of the Undertaking Letter so long as theFacilities Agreement remains in effect. For purposes hereof, the term “FacilitiesAgreement” shall mean the Phase IA Facility Agreement dated 5 September 1989 asAmended and Restated between (1) Euro Disneyland S.N.C. and Euro DisneyAssociés S.C.A. as Borrowers, (2) Banks and financial institutions set out inSchedule 1 thereto and (3) yourselves as Agent for the Banks.

 

This letter is furnished to you based on the Agreementthat neither this letter nor the Undertaking Letter shall be considered a “DisneyUndertaking” under the Facilities Agreement or included within the term “DisneySupport Documents” under the Facilities Agreement.

 

This letter is furnished by us to you as the Agent ofthe Banks under the Facilities Agreement and is solely for the benefit of you,in your capacity as Agent, and for the institutions for which you are theAgent.  No provision contained in thisletter shall create or give to any third party (other than such institutions intheir capacity as lenders under the Facilities Agreement) any claim, right orcause of action beyond such as may exist in the absence of this letter.

 

With effect from the completion date of theContribution, this letter supersedes the previous letter dated August 10, 1994with a similar subject-matter and emanating from Disney Enterprises, Inc.(formerly The Walt Disney Company).

 

This letter shall be governed by and construed inaccordance with the laws of France.

 

81

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| Very truly yours,                    |
|--------------------------------------|
|                                 |
| Disney Enterprises, Inc.             |
|                                 |
|                                 |
| By:                                  |   |   |
|                                 |
|                                 |
| Agreed and accepted on               |
| behalf of the Banks that are parties |
| to the Facilities Agreement          |
|                                 |
| BNP PARIBAS                          |
| as Agent                             |
|                                 |
| By:                                  |   |   |

 

82

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Exhibit « 1 »

[Letterhead Disney Enterprises, Inc.]

 

 

To :                          Euro Disneyland SNCImmeubles AdministratifsRoute Nationale 3477700 Chessy

 

December1, 2004

 

Ladies and Gentlemen:

 

This is in reference to our Letter of Undertakingdated June 30, 1994 (the “Letter”), a copy of which is attached as Exhibit A.

 

With effect from the date of completion of thecontribution to be made by Euro Disney SCA to Euro Disney Associés SCA,pursuant to the Contribution Agreement *(Traitéd’Apport Partiel d’Actifs),*dated September 30, 2004 and amended onNovember 8, 2004, the undertakings set forth in paragraphs 1 through 4 of theLetter will terminate.

 

Accordingly, at the afore-mentioned date, paragraphs 1through 4 and the first sentence of the penultimate paragraph of the Lettershall be deleted therefrom.  Theremainder of the Letter shall remain in full force and effect.

 
| Very truly yours,        |
|--------------------------|
|                     |
| Disney Enterprises, Inc. |
|                     |
|                     |
| By:                      |   |   |
|                     |
|                     |
| Read and approved        |
| Euro Disneyland SNC      |
| By:                      |   |   |

 

83

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Exhibit A

(Copy of the letter from TWDC to Euro Disneyland S.N.C. dated June 30, 1994signed byJeff Smith and read and approved by Xavier de Mézerac)

 

 

June30. 1994

 

 

Euro Disneyland SNCImmeubles AdministratifsRoute Nationale 34Chessv. Seine-et-Marne France

 

 

Attention: The Gerant

 

 

Dear Sirs:

 

We are writing in reference to, on the one hand, the finance-leaseagreement *(“Contrat de Credit-Bail”)*enteredinto today by Euro Disney Associés SNC, one of our wholly owned indirectaffiliates, and your company regarding the Parc Euro Disneyland Installationsin France (the “Finance Lease”) and, on the other hand, the sub-lease *(“Contrat de Sous-Location”)*agreementregarding the same assets entered into today by Euro Disney SCA and Euro DisneyAssociés SNC (the “Sub-Lease”). We hereby confirm our undertakings with respectto the following items:

 

l.                                          We irrevocably guarantee that, to theextent of the sums that it will have received beforehand from Euro Disney SCAunder the Sub-Lease (after deduction of the sums actually paid by Euro DisneySCA pursuant to the additional rent provided under Article 13 A (b) of theSub-Lease (the “Sub–Lease Receipts”). Euro Disney Associés SNC shallimmediately pay to your company the sums due and payable pursuant to theFinance Lease, and, as a consequence, we hereby undertake to pay to your company,upon first written demand notified by facsimile transmission and confirmed byregistered letter return receipt requested or by any other means, the amountpayable by Euro Disney Associés SNC pursuant to the Finance Lease to the extentthe Sub–Lease Receipts exceed the aggregate sum paid to your company by EuroDisney Associés SNC pursuant to the Finance Lease.

 

2.                                       Euro Disney Associés SNC and its partners will bemanaged in such a way so as to limit as much as possible the risk that thesecompanies become subject to possible bankruptcy proceedings or have creditorsunaffiliated to our company arising from activities other than thosecontemplated by the Finance Lease, the Sub-Lease, and the sale/leaseback of the1.4 billion of assets (the “Sale/Leaseback”) contemplated by Article III.3 ofMemorandum of Agreement, dated March 14, 1994, between inter alia The WaltDisney Company and Euro Disneyland SNC. We irrevocably undertake to indemnifyyour company and its partners for any damage or losses that it or they maysuffer resulting from the obligations of Euro Disney Associés SNC or itspartners attributable to activities other than those resulting from the FinanceLease, the Sub-Lease, or the Sale/Leaseback.

 

We willensure that Euro Disney Associés SNC and its partners fulfill those obligationsto governmental authorities (whether tax, statutory or regulatory) which may berequired to maintain their legal existence and good legal standing.

 

84

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3.                                       In the event of the termination of the Finance Leasein either of the two cases described in the immediately following paragraph, weirrevocably undertake to grant or to cause to be granted, to the purchaser orto the new lessee of the Installations (as defined in the Finance Lease) whichare the subject of the Finance Lease at the time of its termination, a Iicenseregarding the intellectual property rights necessary for the operation of theInstallations, under the same terms and conditions as those of the license agreementbetween Euro Disney SCA and a wholly-owned subsidiary of our company datedFebruary 28. 1989, as amended through the date hereof, but without thereduction of royalties contained in Section 6.1(b) of such agreement, whichreductions end no later than September 30, 2003.

 

The twoevents of termination of the Finance Lease referred to above are (i)termination due to Euro Disney Associés SNC exercising the early terminationoption set forth in Article 22 of the Finance Lease and (ii) termination due toa default in payment by Euro Disney Associés SNC of any sums accruing under theFinance Lease with respect to any period after the expiration of the twelfthyear following the entry into force of the Finance Lease.

 

4.                                      We hereby undertake for the durationof this agreement:

 

•                                        to hold, directly or indirectly, allof the shares constituting the capital of the companies EDL SNC Corporation andEuro Disney Investments Inc., the sole partners of Euro Disney Associés SNC,and not to undertake any reduction in the capital of those companies;

 

•                                        that the companies EDL SNCCorporation and Euro Disney Investments Inc. will remain the sole partners ofEuro Disney Associés SNC (with the only exception of the conditional assignmentof one share which we have been granted);

 

•                                        that no modification of the by-lawsof Euro Disney Associés SNC be made except as may be required by law, and inparticular that it shall not be transformed into another legal form;

 

•                                        to hold, in the event we become apartner of Euro Disney Associés SNC on June 30, 2006, at least one share ofEuro Disney Associés SNC from such date until the expiration of the FinanceLease;

 

•                                        not to modify, or allow to bemodified, the subordinated loans existing between Euro Disney Associés SNC andits partners;

 

•                                        to ensure that any additionalfinancing which would be extended to Euro Disney Associés SNC shall be on thesame terms and conditions as to subordination as the subordinated loansreferred to in the preceding paragraph;

 

•                                        not to modify, cancel, waive or inany other manner make inapplicable or void the conditional assignment of ashare executed this day in our favor;

 

•                                        to ensure that Euro Disney AssociésSNC will not grant to any third party any right or security with respect to thereceivables due under the Sub-Lease or with respect to the assets which are thesubject of the Sale/Leaseback;

 

•                                        in the event Euro Disney AssociésSNC terminates the Sub-Lease while the Finance Lease is still in effect, toguarantee payment, as and

 

85

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when due, to Euro Disneyland SNC of all amounts whichbecome due under the Finance Lease after such termination and which are notpaid when due by Euro Disney Associés SNC.

 

5.                                       We hereby undertake to cause Euro Disney Associés SNCto have available all arnounts necessarv to pay, and to cause to be paid byEuro Disney Associés SNC or another third party, any and all Frenchpublication, registration or similar taxes, charges or duties which may beassessed against Euro Disnevland SNC or Euro Disnev Associés SNC with respectto the execution of the Finance Lease, the Sub-Lease or the termination of theContrat de Crédit Bail dated April 26, 1989. including the amount of anypenalty which may be assessed by the French Tax Authorities on account of theabove-mentioned taxes, charges and duties.

 

6.                                       Notwithstanding the provisions of Article 10 of law no66-537 of July 24, 1966, we hereby expressly irrevocably, on our behalf as wellon the behalf and for the account of each of the companies of our group that wedirectly or indirectly control, and in particular on behalf and for the accountof EDL SNC Corporation and Euro Disney Investments Inc., (i) waive any recoursethat we would have or consider ourselves to have against any partner of EuroDisneyland SNC for claims arising pursuant to the Finance Lease, the Sub-Lease,or this letter, and (ii) undertake not to take any action which could result inEuro Disneyland SNC being subject to bankruptcy or insolvency proceedings:provided, however, that we may participate in proceedings initiated by thirdparties.

 

Theundertakings set forth in paragraphs 1 through 4 herein are irrevocable andwill remain in force (i) until the expiration of the twelfth year of theFinance Lease, in the event that Euro Disney SCA exercises its option topurchase the Finance Lease pursuant to Article 12 of the Sub-Lease, or (ii)until the expiration of the Finance Lease in the event that Euro Disney SCAdoes not exercise the purchase option referred to above. The undertaking setforth in paragraph 5 and the waiver set forth in paragraph 6 shall remain inforce notwithstanding the expiration of the undertakings set forth inparagraphs 1 through 4 above.

 

Theundertakings herein shall be governed by French law. Any disagreementpertaining to the undertakings set forth in this letter shall be subject to theexclusive jurisdiction of the Commercial Court of Paris. This shall not beconstrued as an agreement by The Walt Disney Company to submit to thejurisdiction of any court in France with respect to any matter other than theundertakings set forth in this letter.

 

Sincerely,

 

Read and Approved:

 

EuroDisneyland SNC By: Xavier de

Mezerac

 

86

----

 

**SCHEDULE 23Euro Disney S.A.S. Undertaking**

 

TWDCProcurement Letter

* *

*[on letter head of TWDC]*

 
| To:    | BNP PARIBAS  E.C.E.P.  Project Finance  37, place du Marché Saint Honoré  75001 PARIS                                                                     |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                |
|   | as Agent for the Phase IA Banks                                                                                                                                     |
|   |                                                                                                                                                                |
| To:    | Caisse des Dépôts et  Consignations  73, avenue Pierre Mendès-France  75003, PARIS                                                                   |
|   |                                                                                                                                                                |
| To:    | CALYON  9, quai du Président Paul Doumer  92920 PARIS LA DEFENSE CEDEX                                                                                         |
|   |                                                                                                                                                                |
|   | as Agent for the creditors which are parties the  Phase IA Partners Advances Agreement, the Phase IB Credit Facility Agreement  and the Phase IB Advances Agreement |

 

December 1,2004

 

Ladies and Gentlemen:

 

**Euro Disneyland in France**

 

1.                                      Werefer to the Common Agreement dated 10 August, 1994 Amended and Restatedbetween (1) Euro Disney S.C.A., Euro Disneyland S.N.C., Euro Disney AssociésS.C.A., EDL Hôtels S.C.A., Hotel New York Associés S.N.C., Newport Bay ClubAssociés S.N.C., Sequoia Lodge Associés S.N.C., Cheyenne Hotel Associés S.N.C.,Hotel Santa Fe Associés S.N.C. and Centre de Divertissements Associés S.N.C. asborrowers (the “Borrowers”), (2) the banks which are party to the Phase IACredit Facility, (3) Caisse des Dépôts et Consignations, (4) the partners ofEuro Disneyland S.N.C. which are party to the Phase IA Partners AdvancesAgreement, (5) the banks which are party to the Phase IB Credit FacilityAgreement and (6) the partners of the Hotel S.N.C.s and the banks which areparty to the Phase IB Advances Agreement. Capitalized terms not defined hereinshall have the meaning ascribed to them in the English version of the CommonAgreement signed for identification by or on behalf of the parties thereto.

 

2.                                      Wealso refer to the Phase IA Credit Facility, the CDC Loan Agreements, the PhaseIB Credit Facility Agreement, the Phase IB Advances Agreement, the Phase IAPartners

 

87

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Advances Agreement and to the CDC SecondPark Agreements (the “Bank Debt Agreements”).

 

3.                                      Wealso refer to the letter dated December 1, 2004 of Euro Disney SAS to BNPPARIBAS, CALYON and CDC in respect of the undertaking by Euro Disney S.C.A. notto carry on activities other than those set out in the Common Agreement and theCovenants (the said letter hereinafter the “Letter” and attached as Exhibit Ahereto).

 

4.                                      Inour capacity as controlling shareholder of Euro Disney SAS, manager of EuroDisney S.C.A., we hereby irrevocably undertake, from the date of completion ofthe Contribution until the date on which all sums due to the creditors underthe Bank Debt Agreements shall have been fully repaid or paid and on which allother obligations under the Bank Debt Agreements shall have been fullyperformed, to cause Euro Disney SAS to comply with its undertakings under theLetter.

 

5.                                       (a)                                  This letter and the rights and obligations of the parties hereundershall be construed in accordance with and be governed by the laws of the Stateof New York without regard to the conflict of law principles thereof.  Any legal action or proceeding against uswith respect to this letter shall be brought exclusively in the courts of theState of New York or of the United States for the Southern District of NewYork, and by execution and delivery of this letter we hereby irrevocably acceptthe jurisdiction of the aforesaid courts.

 

(b)                                We hereby irrevocably waive any objection which we may now orhereafter have to the laying of venue of any of the aforesaid action orproceeding arising out of or in connection with this letter brought in thecourts referred to in paragraph (a) above and hereby further irrevocably waiveand agree not to plead or claim in any such court that such action orproceeding brought in any such court has been brought in an inconvenient forum.

 

This letter is furnished in the English language by usto you in connection with the financial restructuring of the Euro Disneyproject and is solely for the benefit of the Creditors and their respectiveassignees.

 
| Very truly yours,  The Walt Disney Company                                                        |
|---------------------------------------------------------------------------------------------------|
|                                                                                              |
| By:                                                                                               |   |   |
|                                                                                              |   |   |
|                                                                                              |   |   |
| Agreed and accepted on behalf of the  creditors that are parties to the Phase IA  Credit Facility |
|                                                                                              |
|                                                                                              |
| BNP PARIBAS  as Agent                                                                             |
|                                                                                              |
|                                                                                              |
| By:                                                                                               |   |   |

 

88

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| Agreed and accepted on behalf of the  creditors that are parties to the Phase IA  Partners Advances Agreement the Phase IB  Credit Facility Agreement and the Phase IB  Advances Agreement |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                       |
|                                                                                                                                                                                       |
| CALYON  as Agent                                                                                                                                                                           |
|                                                                                                                                                                                       |
| By:                                                                                                                                                                                        |   |   |
|                                                                                                                                                                                       |   |
|                                                                                                                                                                                       |   |
| Agreed and accepted                                                                                                                                                                        |   |
|                                                                                                                                                                                       |   |
|                                                                                                                                                                                       |   |
| Caisse des Dépôts et  Consignations                                                                                                                                              |   |
|                                                                                                                                                                                       |   |
|                                                                                                                                                                                       |   |
| By:                                                                                                                                                                                        |   |   |

 

89

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**SCHEDULE 23Euro Disney S.A.S. Undertaking**

** **

**Exhibit A**

** **

**[Exhibit A to this Schedule23 only exists in French and absent a translation into English is summarized asfollows:**

** **

**A letter from Euro DisneyS.A.S., as manager of Euro Disney SCA, to BNP Paribas, as agent for the PhaseIA Banks, CALYON, as agent under the Phase IB Credit Agreement, Phase IBAdvances Agreement and Phase IA Partners Advances Agreement, and CDC, wherebyEuro Disney S.A.S. undertakes to manage Euro Disney SCA in accordance with theundertaking by Euro Disney SCA not to take on activities other than those setout in the Common Agreement and the Common Undertakings.]**

 

90

----

 

**SCHEDULE24Compensation letter**

 

 

**[See Exhibit 4.19 of the Form 20-F]**

 

91

----

 

**SCHEDULE 25Letter relating to the Master Agreement**

** **

** **

**CONFIDENTIAL**

 

[Euro DisneySCA Letterhead]

 

BNP PARIBAS16 boulevard des Italiens75009 ParisFor the attention of [ ]

 

CALYON7 quai Paul Doumer92920 Paris La DéfenseFor the attention of [ ]

 

Chessy, [  ] 2004

 

Dear Sirs,

 

We refer to your question concerning the number ofhectares in respect of which our company may lose its development rights in theevent that the minimum development thresholds provided for in article 15.2.2 ofthe Agreement for the Creation and Operation of Euro Disneyland in France dated24 March, 1987 (the “Agreement”) are not met.

 

We hereby confirm that as at today’s date our Companyhas not lost any of its development rights under the Agreement.

 

On the basis of the number of hectares of land andequipment developed or included in a Detailed Programme as at today’s date(namely 1,170.6 hectares) (please refer to the table prepared by our RealEstate Department in Annex 1), and on the assumption that there would be noadditional future development or Detailed Programme until the dates mentionedhereafter, our Company would lose its rights in relation to the followingnumber of hectares at the dates specified below :

 
| On 31 December, 2007 | 0 hectares                                                                                                                                           |
|----------------------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |                                                                                                                                                 |
|                 | (1,170.6 hectares of land and equipment having been  developed or included in a Detailed Programme, the threshold of 975 hectares  has been reached) |
|                 |                                                                                                                                                 |
| On 31 December, 2017 | 772.4 hectares                                                                                                                                       |
|                 |                                                                                                                                                 |
|                 | (namely threshold of 1,943 less 1,170.6 hectares of  land and equipment developed or included in a Detailed Programme as of  today’s date       |

 

92

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You also asked us to give an estimate of the number ofhectares of additional land which our Company could envisage developing orincluding in a Detailed Programme as at 31 December, 2007 and 31 December,2017, and to supply the calculation of the number of hectares in relation towhich our Company may lose its rights on the basis of such an estimate.

 

By way of reply to this request, you will findattached hereto a second table prepared by our Real Estate Department on thebasis of its forecasts as at today’s date and given the current economiccontext (please refer to the table in Annex 2).

 

Please note that these figures are only a theoreticalworking hypothesis, which does not take into account our commitments to thebanks or the content of our five year Business Plan. On that basis, our Companywould lose its rights in relation to the following number of hectares at thedates indicated below:

 
| On 31 December, 2007 | 0 hectares |
|----------------------|------------|
|                 |       |
| On 31 December, 2017 | 0 hectares |

 

Please note also that according to article 15.5 of theAgreement our Company could have lost its rights to develop the land marked forthe second park (a “Second Major Attraction” or an expansion of the EuroDisneyland Park) if the construction thereof had not started before 1stJanuary, 2011.

 

This letter is addressed exclusively to you in yourrespective capacity as Agent of the Phase IA Banks and Agent of the Phase IAand IB Partners and of the Phase IB Banks, as well as to your legal advisers,pursuant to the agreements and undertakings entered into in 2004 in relation tothe financial restructuring of Euro Disney. It may not be disclosed to anythird party whatsoever without our prior written approval.

 

The French version of this letter shall prevail overany other version drafted in an other language.

 

Yours faithfully.

 

[
 

([representative of the Operating Company])]

 

93

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Annex 1Areas of land and equipment developed by Euro Disney or included in a DetailedProgramme to date

 

**DEVELOPED SURFACES**

 

**Euro Disneyland Phases I,II and III**

** **
| TOTAL AREA:                  |   | 1,943 ha |
|------------------------------|--------|----------|
|                         |   |     |
| TOTAL transferable surfaces: |   | 1,742 ha |

 

**PHASE I**

 
| Transferable parcels                       |       | 375 ha     |
|--------------------------------------------|------------|------------|
| *including Disneyland Paris installations* |       | *319 ha*   |
| * *                                   |       | * *   |
| Secondary infrastructure                   |       | 112 ha     |
|                                       |       |       |
| Primary infrastructure                     |       | 125 ha     |
|                                       |       |       |
| **TOTAL**                                  | ** ** | **612 ha** |

 

 

**PHASE II (Detailed Programme Commitments)**

 
| Transferable parcels:                                                                                                                    |       |          |
|------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------|
| •                  CCI                         |       | 25 ha         |
| •                  Park area                   |       | 7.5 ha        |
| •                  Station area                |       | 3.5 ha        |
| •                  International Business Park |       | 40 ha         |
| •                  Waste disposal              |       | 1 ha          |
| •                  Second Park                 |       | 26 ha         |
| *TOTAL*                                                                                                                                  | * *   | *103 ha*      |
| •                  Amendment 04-II             |       | *22.97 ha*    |
| •                  Amendment 05-II             |       | 34.6 ha       |
| •                  Amendment 06-II             |       | 3.8 ha        |
| •                  Amendment 07-II             |       | 7.50 ha       |
| **TOTAL**                                                                                                                                | ** ** | **171.87 ha** |
| Secondary Infrastructure                                                                                                                 |       | 28 ha         |
| Primary Infrastructure (estimation)                                                                                                      |       | 45 ha         |
| **TOTAL Phase II**                                                                                                                       | ** ** | **245 ha**    |

 

94

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**TOTAL SURFACES DEVELOPEDTO DATE: 857 ha**

 

*[Primary infrastructure: 35 ha+ Amendment 07-II: none+ Amendment 06-II: none+ Amendment 04-II: none+ Amendment 05-II: 10 ha]***Total: 45 ha**

 

**PHASE III**(signed15 September 2003)

 
| Transferable parcels                                                                                                                     |       |         |       | **SHON**               |
|------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------|------------|------------------------|
|                                                                                                                                     |       |         |       | ** **             |
| •                  North Area                  |       | 47 ha        |       | *110,000 m2*           |
|                                                                                                                                     |       |         |       | * *               |
| •                  Tourism Area                |       | 13.8 ha      |       | *65,000 m2*            |
|                                                                                                                                     |       |         |       | * *               |
| •                  Station Area                |       | 5.5 ha       |       | *113,000 m2*           |
|                                                                                                                                     |       |         |       | * *               |
| •                  Lake Area                   |       | 4.4 ha       |       | *70,000 m2*            |
|                                                                                                                                     |       |         |       | * *               |
| •                  East Area                   |       | 47 ha        |       | *98,500 m2*            |
|                                                                                                                                     |       |         |       | * *               |
| •                  International Business Park |       | 104.8 ha     |       | *520,000 m2*           |
|                                                                                                                                     |       |         |       | * *               |
| •                  Second Park Security Area   |       | 4.1 ha       |       | *0*                    |
|                                                                                                                                     |       |         |       | * *               |
| **TOTAL**                                                                                                                                | ** ** | 226.6 ha     |       | *976,500 m2  (approx)* |
| ** **                                                                                                                               | ** ** |         |       | * *               |
| Secondary Infrastructure                                                                                                                 |       | 50 ha        |       | * *               |
|                                                                                                                                     |       |         |       | * *               |
| Primary Infrastructure                                                                                                                   |       | 15 ha        |       | * *               |
|                                                                                                                                     |       |         |       | * *               |
| Public Installations (estimation)                                                                                                        |       | 22 ha        |       | * *               |
|                                                                                                                                     |       |         |       | * *               |
| **TOTAL Phase III**                                                                                                                      | ** ** | **313.6 ha** | ** ** | * *               |

 

[***South A4****:In Disney perimeter: 118 haOutside Disney perimeter: 516 ha]*

* *

| **TOTAL OF 3 PHASES** | **1,170.6 ha** |
|-----------------------|----------------|

 

95

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Annex 2Contemplated areas of land and equipment for development by Euro Disney orinclusion in a

DetailedProgramme by 31 December 2007 and 31 December 2017.

 

**AREAS TO BE DEVELOPED**

 

 

TOTAL AREA:  1,943 ha

 

 

Developed or committed areas to date                                   1,170.6ha

 

 

| **To be developed prior to 31 December 2017** | **772.4 ha** |
|-----------------------------------------------|--------------|

 

96

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**SCHEDULE26List of Indebtedness**

 

 

OtherIndebtednessAmountsas at September 30 2004

 
| **Crédit  Bail, Leasing**                                                                                                                                                         | ** ** | ** **   | ** ** | **Principal** | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------|------------|---------------|------------|
|                                                                                                                                                                                   |       |         |       |          |       |
|                                                                                                                                                                                   |       | IT Equipment |       | 14 413 872    |       |
|                                                                                                                                                                                   |       | Fixed Assets |       | 4 786 136     |       |
|                                                                                                                                                                                   |       | Divers       |       | 2 329 526     |       |
|                                                                                                                                                                                   |       | Car Leasing  |       | 3 727 042     |       |
|                                                                                                                                                                                   |       |         |       | 25 256 576    | (1)        |
|                                                                                                                                                                                   |       |         |       |          |       |
| Purchases on credit and deferred payment  terms for a period exceeding 180 days                                                                                                        |       |         |       | 0             |       |
|                                                                                                                                                                                   |       |         |       |          |       |
| The issue of guarantees, endorsements or  indemnities or the undertaking of payment obligations in whatever form  relating to Borrowings contracted by third parties outside the Group |       |         |       | 0             |       |
|                                                                                                                                                                                   |       |         |       |          |       |
| The issue of securities representing claims  against any Group company, other than Equity Securities                                                                                   |       |         |       | 0             |       |

 

----

(1) Reportedamounts are based upon the existing definition of Additional Indebtedness inthe Common Agreement as of September 30, 2004 and the Company’s pastpractice.  Each contract will bere-examined in light of the modifications to the Other Indebtedness definitionin Financial Year 2005

 

97

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FinancingAgreements (in M€):

PrincipalAmounts as at September 30, 2004

 
| ** **                                            | ** ** | ** **                  | ** ** | ** **      | ** ** | **ED  SCA** | ** ** | **EDL  SNC** | ** ** | **EDL  Hotels SCA** | ** ** | **Hotels  SNCs** | ** ** | **Total**   | ** ** |
|-------------------------------------------------------|------------|-----------------------------|------------|-----------------|------------|-------------|------------|--------------|------------|---------------------|------------|------------------|------------|-------------|------------|
| Phase 1A Credit Facility(1) :                         |       |                        |       |            |       |        |       |         |       |                |       |             |       |
|                                                  |       | Tranche A                   |       | Euribor + 0.8%  |       | 70,0        |       | 155,9        |       |                |       |             |       | 225,9       |       |
|                                                  |       | EIB                         |       | 4,24%           |       | 5,9         |       |         |       |                |       |             |       | 5,9         |       |
|                                                  |       | Crédit Local de France |       | Euribor + 0.47% |       | 4,4         |       | 3,9          |       |                |       |             |       | 8,3         |       |
|                                                  |       | Tranche D1                  |       | Euribor + 0.8%  |       | 18,1        |       | 39,7         |       |                |       |             |       | 57,8        |       |
|                                                  |       | Tranche D2                  |       | Euribor + 0.8%  |       | 13,0        |       | 29,3         |       |                |       |             |       | 42,3        |       |
| CDC Ordinary (2)                                      |       | 5,15%                       |       | 40,6            |       | 86,9        |       |         |       |                |       | 127,5            |       |
| CDC Participating                                     |       | 5,15%                       |       | 128,3           |       | 274,4       |       |         |       |                |       | 402,7            |       |
| Phase 1A Partners’ Advances:                     |       |                        |       |            |       |        |       |         |       |                |       |             |       |
|                                                  |       | Tranche B                   |       | 3%              |       |        |       | 304,9        |       |                |       |             |       | 304,9       |       |
| Phase 1B Credit Facility                              |       | Euribor + 1%                |       |            |       |        |       | 22,4         |       | 128,2               |       | 150,6            |       |
| Phase 1B Advances:                                    |       |                        |       |            |       |        |       |         |       |                |       |             |       |
|                                                  |       | Tranche B                   |       | 3%              |       |        |       |         |       |                |       | 78,1             |       | 78,1        |       |
|                                                  |       | Tranche C                   |       | Euribor +1.125% |       |        |       |         |       |                |       | 18,9             |       | 18,9        |       |
| Crédit-Bail 1.4 BFRF (Additional Capacity  1994) |       | 1%                          |       | 213,4           |       |        |       |         |       |                |       | 213,4            |       |
| Stand By Credit Agreement                             |       | Euribor                     |       | 125,0           |       |        |       |         |       |                |       | 125,0            |       |
| CDC 2nd Gate (Walt Disney Studios)                    |       | 5,15%                       |       | 381,1           |       |        |       |         |       |                |       | 381,1            |       |
| Convention Center                                     |       | Euribor + 0.20%             |       |            |       |        |       | 20,5         |       |                |       | 20,5             |       |
| ** **                                            | ** ** | **TOTAL**                   | ** ** | ** **      | ** ** | **993,9**   | ** ** | **900,9**    | ** ** | **42,9**            | ** ** | **225,1**        | ** ** | **2 162,9** | ** ** |

 

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(1) Ratesare averages, the principal represents the amounts owed by the companies

(2) FinamaBank guarantees the partners of EDL SNC for an amount of 86.9 M€ at a cost of1% of the principal per annum.

 

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MarketTransaction

asat September 30, 2004

 
| **Interest  Rate Hedging:** | ** ** | ** ** | ** ** | **Principal** | ** ** | **Latent  Result** | ** ** |
|-----------------------------|------------|------------|------------|---------------|------------|--------------------|------------|
| SWAPS                       |       |       |       | 20 000        |       | -24                |       |
| FRA                         |       |       |       | 40 000        |       | 0                  |       |

 
| **Foreign  Exchange Hedging:** | ** ** | ** ** | ** ** | **Principal** | ** ** | **Latent  Result** |   |
|--------------------------------|------------|------------|------------|---------------|------------|--------------------|--------|
| Forward Sale GBP               |       |       |       | N/A           |       |               |   |
| Forward Sale CHF               |       |       |       | N/A           |       |               |   |
| Forward Buy USD                |       |       |       | -11 969       |       | -203               |   |

 
| **Options** | ** ** | ** ** | ** ** | **Principal** | ** ** | **Latent  Result** |   |
|-------------|------------|------------|------------|---------------|------------|--------------------|--------|
| N/A         |       |       |       |          |       |               |   |
|        |       |       |       |          |       |               |   |
| Note: Spot  |       | GBP =      |       | 1,4560        | €     |               |   |
|        |       | CHF =      |       | 0,6442        | €     |               |   |
|        |       | USD =      |       | 0,8059        | €     |               |   |

 

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**SCHEDULE 27Outstanding Amounts as at 1 October 2004 after Prepayment**

 
| **Banks**                                          | ** ** | **SNC  Loan**  | ** ** | **SCA  Loan** | ** ** |
|----------------------------------------------------|------------|----------------|------------|---------------|------------|
| ** **                                         | ** ** | **(euro)**     | ** ** | **(euro)**    | ** ** |
| Banco  Santander Hispano S. A                      |       | 4,531,694.00   |       | 2,047,260.15  |       |
| Bank of America N.A.                               |       | 10,448,936.25  |       | 4,710,328.47  |       |
| Bank of Nova Scotia                                |       | 7,872,098.91   |       | 3,534,496.14  |       |
| Bank of Scotland                                   |       | 12,033,375.63  |       | 5,376,075.27  |       |
| Banque  Fédérative du Crédit Mutuel |       | 2 154 797.02   |       | 967,223.24    |       |
| Bayerische Hypo- und  Vereinsbank                  |       | 8,248,502.70   |       | 3,726,383.72  |       |
| BNP  PARIBAS                                       |       | 8,587,252.41   |       | 3,872,488.28  |       |
| B.R.E.D.  Banque Populaire                         |       | 2,154,797.02   |       | 967,223.24    |       |
| CALYON                                             |       | 5,520,365.59   |       | 2,491,044.93  |       |
| Crédit  Industriel et Commercial              |       | 3,864,437.42   |       | 1,734,629.15  |       |
| Citibank NA New York                               |       | 5,890,119.97   |       | 2,618,553.51  |       |
| Crédit  Agricole S.A.                         |       | 4,803,234.67   |       | 2,172,790.90  |       |
| Crédit  Foncier de France                     |       | 4,740,922.57   |       | 2,128,056.82  |       |
| Credit Suisse First Boston                         |       | 10,421,814.01  |       | 4,665,813.67  |       |
| Deutsche Bank AG                                   |       | 42,281,639.63  |       | 19,030,699.74 |       |
| Dresdner Bank AG                                   |       | 8,628,664.74   |       | 3,873,146.75  |       |
| Goldman Sachs Paris Inc                            |       | 19,902,921.06  |       | 8,921,596.01  |       |
| JPMorgan Chase Bank                                |       | 2,154,797.02   |       | 967,223.24    |       |
| Natexis  Banques Populaires                        |       | 19,917,431.12  |       | 8,946,455.24  |       |
| Morgan Stanley Bank International  Limited         |       | 4,531,694.00   |       | 2,047,260.14  |       |
| **TOTAL**                                          |       | 188,689,495.75 |       | 84,798,748.59 |       |

 

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**SCHEDULE** 28New scheduled repayments

 

| **Instalment** | ** ** | **SCA Loan**  | ** ** | **SNC Loan**  | ** ** |
|----------------|------------|---------------|------------|---------------|------------|
| ** **     | ** ** | **(euro)**    | ** ** | **(euro)**    | ** ** |
| May 2008       |       | 21,099,069.99 |       | 11,793,093.48 |       |
| August 2008    |       | 3,981,229.91  |       | 11,793,093.48 |       |
| November 2008  |       | 3,981,229.91  |       | 11,793,093.48 |       |
| February 2009  |       | 3,981,229.91  |       | 11,793,093.48 |       |
| May 2009       |       | 3,981,229.91  |       | 11,793,093.48 |       |
| August 2009    |       | 3,981,229.91  |       | 11,793,093.48 |       |
| November 2009  |       | 3,981,229.91  |       | 11,793,093.48 |       |
| February 2010  |       | 3,981,229.91  |       | 11,793,093.48 |       |
| May 2010       |       | 3,981,229.91  |       | 11,793,093.48 |       |
| August 2010    |       | 3,981,229.91  |       | 11,793,093.48 |       |
| November 2010  |       | 3,981,229.91  |       | 11,793,093.48 |       |
| February 2011  |       | 3,981,229.91  |       | 11,793,093.48 |       |
| May 2011       |       | 3,981,229.91  |       | 11,793,093.48 |       |
| August 2011    |       | 3,981,229.91  |       | 11,793,093.48 |       |
| November 2011  |       | 3,981,229.91  |       | 11,793,093.48 |       |
| February 2012  |       | 3,981,229.91  |       | 11,793,093.48 |       |
| May 2012       |       | 3,981,229.91  |       | 0.00          |       |

** **

**101**

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** **

**SCHEDULE 29Waiver of Debt Agreements**

 

 
|  |   |  Enterprises, Inc. |
|--|--------|-------------------------|

 

October 1,2004

 

TO:                                                  Euro Disney SCA

 

FROM:                               Disney Enterprises, Inc.

 

 

Ladies and Gentlemen:

 

We refer to (i) the Standby Revolving Credit Agreement(the “Standby Credit”) dated August 5 , 1994 between Euro Disney SCA and DisneyEnterprises, Inc. (formerly The Walt Disney Company) and (ii) the Memorandum ofAgreement dated June 8, 2004 among Euro Disney, Euro Disneyland SNC, EDL HôtelsSCA, the Hotel SNCs (as defined therein), The Walt Disney Company (“TWDC”),Caisse des Dépôts et Consignations, the Lenders (as defined therein), BNPParibas, Calyon and the Steering Committee, as amended on September 27, 2004(the “Memorandum of Agreement”), and more particularly its Article 7.1.1 (asamended).

 

Effective on and as of the date hereof, and subjectonly to the condition subsequent set forth below, we hereby discharge EuroDisney SCA of it obligation to repay to us a portion, equal to the amount of €10 million, of the principal currently outstanding under the Standby Credit(such € 10 million portion being hereinafter referred to as the “DischargedAmount”) and hereby waive all claims with respect to our rights to enforce therepayment of such Discharged Amount.

 

The foregoing discharge of the Discharged Amount andwaiver of rights of repayment with respect thereto are subject to the conditionsubsequent that all transactions, documents, contracts and amendmentscontemplated by the Memorandum of Agreement will have been unconditionally andirrevocably completed, closed and executed and become unconditionally andirrevocably effective no later than March 31, 2005, unless otherwise agreed inwriting by us by no later than April 30, 2005.

 

In the event that the condition referred to in thepreceding paragraph is not satisfied, the foregoing discharge and waiver willautomatically terminate and be of no further force or effect on the fifthBusiness Day following April 30, 2005 (such day being the “Early TerminationDate”) with no notice or other action required on our part or on the part ofany other person or entity, and on the Early Termination Date the DischargedAmount will be reinstated in full and will become immediately due and payablein full to us on such date, together with interest calculated as provided bythe Standby Credit from (and including) the date hereof to (but excluding) theEarly Termination Date. For purposes, hereof, a “Business Day” means any day(other than a Saturday or a Sunday) on which banks are open for business in LosAngeles and Paris.

 

 

500 SouthBuena Vista Street / Burbank, California 91521 / 818-560-1000

 

Part of the Magic of The  Company©

 

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This letter shall be governed by, and interpreted inaccordance with, the laws of the State of New York without reference to thechoice of law doctrine. Any disputes arising from this letter shall besubmitted to the exclusive jurisdiction of the courts of the State of New Yorkor of the United States District Court for the Southern District of New York.

 
|   | Very truly yours,         |
|--------|---------------------------|
|   |                      |
|   | /s/ Joseph M. Santaniello |
|   | Disney Enterprises, Inc.  |
|   | by: Joseph M. Santaniello |

 

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**SCHEDULE30**

**Part 1**Amendment Agreement to the *nantissementsde comptes* agreements (Phase IA Loan)

 

**[This exhibit onlyexists in French and absent a translation into English is summarized asfollows:**

** **

**An amendmentagreement between Euro Disneyland SNC, BNP Paribas, as agent for the Phase IABanks and holder of the Accounts and CDC, which implements certain amendmentsnecessitated by the 2004 financial restructuring to the Accounts PledgeAgreement, under which Euro Disneyland SNC had pledged all amounts outstandingin its Loan Accounts in order to secure Euro Disneyland SNC’s paymentobligations with respect to the Banks under the CDC Ordinary Loan Agreement andthe Phase IA Credit Agreement.]**

 

 

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**SCHEDULE30**

**Part 2**Amendment Agreement to the *nantissements de solde de compte* agreement [SCA]

 

**[This exhibit onlyexists in French and absent a translation into English is summarized asfollows:**

 

**An amendment agreementbetween Euro Disney SCA, BNP Paribas, as agent for the Phase IA Banks andholder of the Accounts, CDC, which implements certain amendments necessitatedby the 2004 financial restructuring to the Accounts Pledge Agreement, underwhich Euro Disney SCA had pledged all amounts outstanding in its Loan Accountsin order to secure Euro Disney SCA’s payment obligations with respect to theBanks under the CDC Ordinary Loan Agreement and the Phase IA Credit Agreement.]**

 

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**SCHEDULE 31**

**Form of Legal Opinions**

** **

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

 

**(1)****           ****the legal opinion ofFreshfields Bruckhaus Deringer dated December 1, 2004 addressed to BNP Paribasin its capacity as agent for the Phase IA Banks and to CALYON in its capacityas agent for the Phase IA Partners, the Phase IB Banks and the Phase IB Lendersconcerning the due authorization and valid existence of certain entitiesexecuting various agreements related to the financial restructuring of theCompany; and**

 

**(2)****           ****the legal opinion ofFreshfields Bruckhaus Deringer dated December 1, 2004 addressed to BNP Paribasand CALYON as agents to certain lenders concerning the due authorization andvalid existence of certain entities signing certain agreements related to thecontribution of nearly all of the assets and liabilities of the Company to EuroDisney Associés S.C.A.]**

 

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December 1, 2004

 

BNP ParibasE.C.E.P.Project Finance37, place du Marché St-Honoré75001 Paris

as Agent underthe*Contratd’Ouverture de Crédit Multidevises*

datedSeptember 5, 1989, as amendedamong Euro Disney SCA, Euro Disneyland SNCand various lenders represented by BNP Paribas

 

Calyon9, quai Paul Doumer92920 Paris La Défense Cedex

as Agent underthe*Contrat d’Avances d’Associés*

dated April26, 1989, as amendedamong Euro Disneyland SNCand various lenders represented by Calyon;

*Contrat d’Ouverture de Crédit*

dated March25, 1991, as amendedamong EDL Hôtels SCA, certain SNCsand various lenders represented by Calyon; and

*Contrat d’Avances*

dated March25, 1991, as amendedamong certain SNCs, EDL Hôtels SCA as guarantorand various lenders represented by Calyon.

 

Ladies andGentlemen:

 

We have actedas special French counsel to The Walt Disney Company (“TWDC”), Euro DisneyInvestments, Inc. (“EDI”), EDL SNC Corporation (“EDS”), Euro Disney InvestmentsSAS (“EDI SAS”), EDL Corporation SAS (“EDS SAS”) and Euro Disney Associés SNC (“EDA”)in connection with (i) the 2004 Standby Revolving Credit Agreement datedSeptember 30, 2004 (the “Standby Credit Agreement”) between TWDC and EuroDisney SCA; (ii) two share capital increases of EDA, each in an amount of€192,025,892.32 (including share issue premium), subscribed for by EDI and EDS,respectively, by way of set-off against certain receivables; (iii) a sharecapital reduction of EDA in an amount of €235,541,130.69; (iv) the contribution(*apport*) by EDI and EDS to EDISAS and EDS SAS, respectively, of their shares (*parts sociales*) in EDA; and (v) the transformation of EDAinto a French *société en commandite paractions* (collectively, the “Transactions”).

 

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This opinionis delivered to you pursuant to Section 6(A)(2)(aa) of the *Convention de Modifications et de Réitération – CréditPhase IA* dated December 1, 2004 among Euro Disney SCA, Euro DisneyAssociés SCA, Euro Disneyland SNC and various lenders represented by BNPParibas as Agent; Section 3(A)(2)(c) of the *Conventionde Modifications et de Réitération – Avances Phase IA* dated December1, 2004 among Euro Disneyland SNC and various lenders represented by Calyon asAgent; Section 5(A)(2)(c) of the *Conventionde Modifications et de Réitération – Crédit Phase IB* dated December 1,2004 among EDL Hotels SCA, certain SNCs and various lenders represented byCalyon; and Section 5(A)(2)(c) of the *Conventionde Modifications et de Réitération – Avances Phase IB* dated December1, 2004 among certain SNCs, EDL Hotels SCA as guarantor and various lendersrepresented by Calyon.

 

In arriving atthe opinions expressed below, we have reviewed and relied upon the followingdocuments (the “Documents”):

 

(a)                                acertified copy of the minutes of the decision of September 29, 2004 of thepartners of EDA, appointing Mr. Philippe Coen, as *Gérant* of EDA;

 

(b)                               acertified copy of the *statuts*(by-laws) of EDA, up-to-date as of September 30, 2004 (after the decisions ofSeptember 30, 2004 of the partners of EDA in respect of, among other things,two share capital increases and a share capital reduction of EDA and theapproval of EDI SAS and EDS SAS as new partners of EDA);

 

(c)                                acertified copy of the *statuts*(by-laws) of EDA, up-to-date as of September 30, 2004 (after the decisions ofSeptember 30, 2004 of the sole shareholder of each of EDI SAS and EDS SAS inrespect of, among other things, the contribution by EDI and EDS to EDI SAS andEDS SAS, respectively, of their shares (*partssociales*) in EDA; and before the transformation of EDA into a *société en commandite par actions*);

 

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

 

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

 

(f)                                  acertified copy of the statements of account issued by EDA’s *Gérant*, with respect to each of EDI’s andEDS’s receivables against EDA, in the amount of €192,025,892.32 each;

 

(g)                               acertified copy of the reports issued by PricewaterhouseCoopers Audit datedSeptember 30, 2004 certifying the accuracy of the statements of account issuedby EDA’s *Gérant*, with respect toeach of EDI’s and EDS’s receivables against EDA, in the amount of€192,025,892.32 each;

 

(h)                               acertified copy of the minutes of the decisions of September 30, 2004 of thepartners of EDA in respect of, among other things, the two share capitalincreases of EDA, in an aggregate amount of €384,051,784.64 (including shareissue premium) subscribed for by EDI and EDS; the 

 

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sharecapital reduction of EDA in an amount of €235,541,130.69; and the approval ofEDI SAS and EDS SAS as new partners of EDA;

 

(i)                                   acertified copy of the Contribution Agreement (*contratd’apport*) between EDI and EDI SAS, dated September 30, 2004;

 

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

 

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

 

(l)                                   acertified copy of the certificate issued by EDA’s *Gérant* dated September 30, 2004 certifying delivery by EDISAS of the Contribution Agreement at the registered office of EDA;

 

(m)                             a certifiedcopy of the Contribution Agreement (*contratd’apport*) between EDS and EDS SAS, dated September 30, 2004;

 

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

 

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

 

(p)                               acertified copy of the certificate issued by EDA’s *Gérant* dated September 30, 2004 certifying the delivery byEDS SAS of the Contribution Agreement at the registered office of EDA;

 

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

 

(r)                                  acertified copy of the Standby Credit Agreement.

 

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

 

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address any tax aspect or treatment of the Documentsor any transactions contemplated therein (including the Transactions) or thetax position of any of the parties to the Documents.

 

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

 

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

 

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

 

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

 

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

 

(5)                                theaccuracy and completeness at all relevant times of the statements of fact (includingwithout limitation representations and warranties to the extent they relate tomatters of fact) contained in the Documents.

 

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

 

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

 

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

 

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

 

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

 

5.                                     OnSeptember 30, 2004 at 5 p.m. (Paris time), the contribution (*apport*) by EDI to EDI SAS of 366,659,494shares (*parts sociales*) of EDAwas duly 

 

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authorized by all requisite actions of EDI SAS’s corporatebodies and the corresponding shares in EDI SAS were duly authorized and validlyissued.

 

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

 

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

 

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

 

The opinions set forth aboveare subject to the following qualifications:

 

A.                                      Inrendering our opinions in paragraphs 1. and 2. above, we have reliedwithout independent investigation solely on each of the applicable the *extrait K-bis* referred to in paragraph (e) of the listof documents examined by us, and we express such opinion solely as of the dateof such *extrait K-bis*.

 

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

 

C.                                        In rendering our opinions in paragraph  5. above, we haverelied without independent investigation solely on the documents referred to inparagraphs (i), (j), (k) and (l) of the list of documents examined by us;

 

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

 

E.                                         With respect to our opinions in paragraphs 5 and 6 above, wewish to call your attention to the fact that one legal commentator (Paul LeCannu, *Dictionnaire Joly Sociétés*,*SAS – Société par Actions Simplifiée*,No. 142, 2003) has taken the position that it is not possible in an *société par actions simplifiée* with asingle shareholder for the sole shareholder to vote on a contribution in kindmade by such shareholder to the *société paractions simplifiée*.  Mr. LeCannu’s analysis is based on Article L.225-10 of the French *Code de commerce* governing *sociétés anonymes*, which provides that ashareholder making a contribution in kind to a *sociétéanonyme* may not vote at a shareholders meeting on the proposedapproval of such contribution, and on Article L.227-1 of the French *Code de commerce* according to

 

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whichprovisions applicable to *sociétés anonymes*are applicable to *sociétés par actionssimplifiées* to the extent they are compatible with specific rulesgoverning *sociétés par actions simplifiées*.  However, we disagree with Mr. Le Cannu’sanalysis.  As rules on *sociétés par actions simplifiées*specifically provide that such companies (unlike *sociétés anonymes*) may have only one shareholder, ouranalysis is that Article L.225-10 of the French *Code de commerce* is not applicable to *sociétés par actions simpifiées* with asingle shareholder, as otherwise such shareholder would be prohibited frommaking any contribution in kind to the company, a result so extraordinary thatin our opinion it could result only from a specific legal provision to thateffect.  We note that Mr. Le Cannu concurred with ourconclusion in a prior publication (Paul Le Cannu, *Encyclopédie Dalloz*, *Répertoirede droit des sociétés*,*Sociétéspar actions simplifiées*, No. 238, 2000);

 

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

 

G.                                        We do not express any opinion as to whether the second sentence ofSection 2.3.1 of the Standby Credit Agreement is valid, binding or enforceableunder French law;

 

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

 

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

 

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

 

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

 

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

 

We arerendering this opinion in our capacity as Avocats au Barreau de Paris.  This opinion is addressed to BNP Paribas andCalyon solely for BNP Paribas’ and Calyon’s own use and that of the lendersthat they respectively represent as Agent under the *Contrat d’Ouverture de Crédit Multidevises*dated September5, 1989, as amended; the *Contrat d’Avances d’Associés*dated April 26, 1989, as amended; the *Contrat d’Ouverture de Crédit* dated March 25, 1991, asamended; and the *Contrat d’Avances*datedMarch 25, 1991, as amended, and for the purpose of the *Convention de Modifications et de Réitération – CréditPhase IA*dated December 1, 2004, among Euro Disney SCA, Euro DisneylandSNC and various lenders represented by BNP Paribas; the Convention de *Modifications et de Réitération – Avances Phase IA*datedDecember 1, 2004 among Euro Disneyland SNC and various lenders represented byCalyon; the *Convention de Modifications etde Réitération – Crédit Phase IB*dated December 1, 2004 among EDLHotels SCA, certain SNCs and various lenders represented by Calyon; and the*Convention de Modifications et de Réitération – AvancesPhase IB* among certain SNCs, EDL Hotels SCA as guarantor and variouslenders represented by Calyon.  Thisopinion is not to be used, quoted, communicated, circulated or otherwisedisseminated or referred to for any other purpose and may not be relied upon byanyone else; provided, however, that a copy of this opinion may be shown toCaisse des Dépôts et Consignations.  Weassume no obligation to advise you or to make any investigations as to anylegal developments or factual matters arising subsequent to the date hereof thatmight affect the opinions expressed herein. This opinion is limited to the matters

 

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

 

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

 

396758

 

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December 1, 2004

 

BNPParibas

E.C.E.P.

Project Finance

37, place du Marché St-Honoré

75001 Paris

as Agent underthe

*Contrat d’Ouverture de Crédit Multidevises*

datedSeptember 5, 1989, as amended

among EuroDisney SCA, Euro Disneyland SNC

and variouslenders represented by BNP Paribas

 

Calyon

9, quai PaulDoumer

92920 Paris LaDéfense Cedex

as Agent underthe

*Contrat d’Avances d’Associés*

dated April26, 2989, as amended

among EuroDisneyland SNC

and variouslenders represented by Calyon;

*Contrat d’Ouverture de Crédit*

dated March25, 1991, as amended

among EDLHôtels SCA, certain SNCs

and variouslenders represented by Calyon; and

*Contrat d’Avances*

dated March25, 1991, as amended

among certainSNCs, EDL Hôtels SCA as guarantor

and variouslenders represented by Calyon.

 

Ladies andGentlemen:

 

We have actedas special U.S. counsel to The Walt Disney Company (“TWDC), Disney Enterprises,Inc. (“DEI”), Euro Disney Investments, Inc. (“EDI”) and EDL SNC Corporation (“EDS”)in connection with (i) the 2004 Standby Revolving 

 

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Credit Agreement dated September 30, 2004 (the “StandbyCredit Agreement”) between TWDC and Euro Disney SCA; (ii) certain undertakingletters (the “Undertaking Letters”) of TWDC copies of which are attached tothis letter; (iii) an undertaking letter (the “DEI Undertaking Letter”) of DEIa copy of which is attached to this letter; (iv) the subscription by way of set-off against certain receivables byEDI and EDS to two share capital increases of Euro Disney Associés SNC (“EDA”)in the amount of €192,025,892.32 (including share issue premium) each; and (v)the contribution (*apport*) by EDIand EDS to EDI SAS and EDS SAS, respectively, of their shares (*parts sociales*) in EDA.

 

This opinionis delivered to you pursuant to Section 6(A)(2)(aa) of the *Convention de Modification et de Réitération – CréditPhase IA* dated December 1, 2004 among Euro Disney SCA, Euro DisneyAssociés SCA, Euro Disneyland SNC and various lenders represented by BNPParibas as Agent; Section 3(A)(2)(c) of the *Conventionde Modification et de Réitération – Avances Phase IA* dated December1, 2004 among Euro Disneyland SNC and various lenders represented by Calyon asAgent; Section 5(A)(2)(c) of the *Conventionde Modification et de Réitération – Crédit Phase IB* dated December1, 2004 among EDL Hotels SCA, certain SNCs and various lenders represented byCalyon; and Section 5(A)(2)(c) of the *Conventionde Modification et de Réitération – Avances Phase IB* dated December1, 2004 among certain SNCs, EDL Hotels SCA as guarantor and various lendersrepresented by Calyon.

 

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

 

(s)                                  copiesof the by-laws of each of TWDC, DEI, EDI and EDS, certified by each of theirrespective corporate secretaries;

 

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

 

(u)                                 anexecuted copy of the Contribution Agreement (*contratd’apport*, hereafter the “EDI Contribution Agreement”) between EDI andEDI SAS, dated September 30, 2004;

 

(v)                                 anexecuted copy of the Contribution Agreement (*contratd’apport*, hereafter the “EDS Contribution Agreement”) between EDSand EDS SAS, dated September 30, 2004;

 

(w)                               anexecuted copy of the Standby Credit Agreement; and

 

(x)                                   executedcopies of the Undertaking Letters and the DEI Undertaking Letter.

 

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

 

In addition,we have reviewed the originals or copies certified or otherwise identified toour satisfaction of all such corporate records of TWDC, DEI, EDI 

 

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and EDS and such other instruments and othercertificates of public officials, officers and representatives of TWDC, DEI,EDI and EDS and such other persons, and we have made such investigations oflaw, as we have deemed appropriate as a basis for the opinions expressed below.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

7.               Theexecution and delivery by each of TWDC, DEI, EDI and EDS of the Documents towhich they are parties, and the performance by each of them of their respectiveobligations thereunder, do not result in the violation or breach of anyprovision of their respective certificates of incorporation or by-laws or ofany provision of the laws of the State of New York or the United Statesapplicable to each of TWDC, DEI, EDI and EDS (except for the purposes of thisparagraph we express no opinion as to any U.S. federal securities laws or anystate securities laws or Blue Sky laws).

 

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8.               Theexecution and delivery by each of TWDC, DEI, EDI and EDS of the Documents towhich they are parties, and the performance by each of them of their respectiveobligations thereunder, do not require any consent, approval, authorization,registration or qualification of or with any governmental authority of theUnited States or the State of New York (except for the purposes of thisparagraph we express no opinion as to any consent, approval, authorization,registration or qualification that may be required under U.S. federalsecurities laws or state securities laws or Blue Sky laws).

 

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

 

**(i)**                         the judgment was rendered under a system that doesnot provide impartial tribunals or procedures compatible with the requirementsof due process of law;

** **

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

** **

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

** **

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

** **

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

** **

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

** **

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

** **

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

** **

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

 

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Delawareor the law of the State of New York that in our experience are normallyapplicable to general business entities with respect to such agreement orobligation), and (b) such opinions are subject to applicable bankruptcy,insolvency and similar laws affecting creditors’ rights generally and togeneral principles of equity.

 

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

 

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

 

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

 

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

 

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

 

Thisopinion is addressed to BNP Paribas and Calyon solely for BNP Paribas’ andCalyon’s own use and that of the lenders that they respectively represent asAgent under the Contrat d’Ouverture de Crédit Multidevises dated September 5,1989, as amended; the Contrat d’Avances d’Associés dated April 26, 2989, asamended; the Contrat d’Ouverture de Crédit dated March 25, 1991, as amended;and the Contrat d’Avances dated March 25, 1991, as amended, and for the purposeof the Convention de Modification et de Réitération – Crédit Phase IA datedDecember 1, 2004, among Euro Disney SCA, Euro Disney Associés SCA, EuroDisneyland SNC, the Agent and various lenders represented by BNP Paribas; theConvention de Modification et de Réitération – Avances Phase IA dated December1, 2004 among Euro Disneyland SNC and various 

 

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lendersrepresented by Calyon; the Convention de Modification et de Réitération – CréditPhase IB dated December 1, 2004 among EDL Hotels SCA, certain SNCs and variouslenders represented by Calyon; and the Convention de Modification et deRéitération – Avances Phase IB among certain SNCs, EDL Hotels SCA as guarantorand various lenders represented by Calyon. This opinion is not to be used, quoted, communicated, circulated orotherwise disseminated or referred to for any other purpose and may not berelied upon by anyone other than the Agent or such lenders; provided, however,that a copy of this opinion may be shown to Caisse des Dépôts et Consignations.  We assume no obligation to advise you or tomake any investigations as to any legal developments or factual matters arisingsubsequent to the date hereof that might affect the opinions expressed herein.

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

 

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**SCHEDULE 32**Agreement in principle of the tax administration

** **

** **

**[This exhibit only existsin French and absent a translation into English is summarized as follows:**

 

**A letter from the GeneralTax Administration (*Direction Génerale desImpôts)*to Euro Disney SCA, relating to the transfer (withoutlimitation) of the tax losses of Euro Disney S.C.A to Euro Disney Associés.]**

 

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**SCHEDULE 33**New Revolving Credit Facility

 

[See Exhibit4.7 to the Form 20-F]

 

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