**Exhibit 4.27**

 

 

Euro Disney Associés S.C.A.

Immeubles Administratifs

Route Nationale 34

77700 Chessy

Fao : Monsieur Jeffrey R. Speed

 

Paris, 1 December 2004

 

Purpose : Signing of the TrancheE loan agreement.

 

Dear Sir,

 

We are referring to the TrancheE loan agreement a model of which is attached to this letter (the “**Agreement E**”).

 

The terms and expressionsstarting with a capital letter and not defined in this letter will have themeaning given to them in the Agreement E.

 

Immediately before or simultaneouslyat the Realisation of Capital Increase, CDC undertakes to execute the AgreementE with Euro Disney Associés S.C.A.

 

We would appreciate if you couldreturn to us a copy of this letter countersigned by Euro Disney Associés S.C.A.

 

Best regards.

 

**For CDC :**

 

 

By : Jean François de Caffarelli

 

*By countersigning this letter, Euro DisneyAssociés S.C.A. undertakes to enter into Agreement E with CDC immediatelybefore or simultaneously at* *the Realisation of Capital Increase.*

 

**For Euro Disney Associés S.C.A.**

 

Made in Paris, on the 1stof December 2004

 

 

By : Jeffrey R.Speed

 

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***ANNEX***

 

***TRANCHE E LOAN AGREEMENT’S MODEL***

 

**LOAN AGREEMENT**

** **

** **

**TRANCHE E**

 

 

**DATED [**•**]**

 

**BETWEEN**

 

 

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

 

 

as Borrower

 

 

**AND**

 

 

**LA CAISSE DES DÉPÔTS ET CONSIGNATIONS.**

 

 

as Lender

 

 

 

**LAW FIRM AT THE COURT OF PARIS**

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

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

 

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**BETWEEN THE UNDERSIGNED**

 

**1.****                           ****EURO DISNEY ASSOCIES S.C.A.**, a *société encommandite par actions* [French limited partnership] with a capitalof [•], whoseregistered office is at Immeubles Administratifs, Route Nationale 34, 77700Chessy, entered in the Meaux Trade Register under number 334 173 887,represented by [•], duly authorised for the purpose,

 

hereinafter “**Euro Disney Associés**”or the “**Borrower**”

 

**2.****                           ****LA CAISSE DES DÉPÔTS ETCONSIGNATIONS**, an *établissement public à statut spécial* [special status publiccorporation] constituted pursuant to the law of 28 April 1816, codified underarticle L. 518-7 *et seq.* of the monetary andfinancial Code, whose main office is situated at 56, rue de Lille, 75007 Paris,represented by [•], duly authorised for the purpose,

 

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

 

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**TABLE OF CONTENTS**

 
| **ARTICLE  1.**  | **DEFINITIONS**                                        |
|------------------|--------------------------------------------------------|
| **ARTICLE  2.**  | **AMOUNT  OF THE LOAN**                                |
| **ARTICLE  3.**  | **PAYMENT  OF INTEREST – REPAYMENT OF PRINCIPAL** |
| **ARTICLE  4.**  | **PREPAYMENT  AT THE OPTION OF THE BORROWER**          |
| **ARTICLE 5.**   | **REPRESENTATIONS AND WARRANTIES**                     |
| **ARTICLE 6.**   | **COVENANTS**                                          |
| **ARTICLE 7.**   | **SUBORDINATION**                                      |
| **ARTICLE  8.**  | **MORTGAGE  ALLOCATION**                               |
| **ARTICLE  9.**  | **LENDERS’  MEETING**                             |
| **ARTICLE  10.** | **EVENTS  OF DEFAULT**                                 |
| **ARTICLE 11.**  | **CONFIDENTIALITY**                                    |
| **ARTICLE  12.** | **MISCELLANEOUS  PROVISIONS**                          |

 

**LIST OF ANNEXES**

 
| **ANNEX I**   | Subordination Agreement                                                                              |
|---------------|------------------------------------------------------------------------------------------------------|
| ** **    |                                                                                                 |
| **ANNEX II**  | Repayment and interest payment schedule of Tranche E                                                 |
| ** **    |                                                                                                 |
| **ANNEX III** | Form of agreement containing the terms and conditions applicable to  the Long Term Subordinated Debt |

 

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**WHEREAS:**

 

**(A)**                     In accordance with the stipulationsof the Agreement entitled “Agreement for the Creation and Operation of EuroDisneyland in France” entered into with the French Government on 24 March 1987,as amended (the “**Master Agreement**”), Euro DisneyS.C.A. and Euro Disneyland S.N.C. (referred to jointly as the “**IA Borrowers**”) were set up in order to implement and operatethe “Euro Disneyland” project involving the construction of a theme parksituated in Marne-la-Vallée (“**Disneyland Park**”)and its peripheral development (the “**Project**”).

 

**(B)**                     In connection with theimplementation of phase I of the Project, CDC granted the IA Borrowers loansincluding ordinary loans and participating loans in accordance with the clausesand conditions of the Master Agreement (and notably Article 18 thereof andannex 18 thereof as modified by the supplemental agreements dated 30 December1994 and 1 December 2004) and the following agreements:

 

(i)                                     an agreement on the granting ofparticipating loans entered into on 17 May 1989 as amended by supplementalagreements dated 10 August 1994, 30 September 1999 and amended and restated byan agreement dated 1 December 2004 respectively, (the “**Agreement onthe Granting of Participating Loans**”);****and

 

(ii)                                  an agreement on the granting of ordinaryloans entered into on 17 May 1989 as modified by supplemental agreements dated10 August 1994, 30 September 1999 and amended and restated by an agreementdated 1 December 2004 respectively, (the “**Agreement on the Grantingof Ordinary Loans**”);

 

The Agreementon the Granting of Participating Loans and the Agreement on the Granting ofOrdinary Loans are hereinafter collectively referred to as the “**Phase I CDC Loans**”.

 

**(C)****                     **Pursuant to an agreement dated 10August 1994, a common agreement was entered into among the banks party to thePhase IA Loan Agreement, CDC, the partners of Euro Disneyland S.N.C. party tothe Phase IA Partners Advances Agreement, the banks party to the Phase IB LoanAgreement, the partners of the Hotel SNCs and the lenders party to the Phase IBAdvances Agreement on the one hand (the “**Creditors**”),BNP****Paribas and Calyon as agents on theother hand and Euro Disney S.C.A., Euro Disneyland S.N.C. and other companiesof the Euro Disney Group (the “**Common Agreement**”).

 

The variousprovisions of the common agreement include a certain number of CommonUndertakings signed by Euro Disney S.C.A., Euro Disneyland S.N.C. and othercompanies of the Euro Disney Group vis-à-vis the Creditors. The CommonAgreement dated 10 August 1994 has been updated in a new agreement dated todaywhich replaces the initial agreement (the “**Amended and RestatedCommon Agreement**”).

 

**(D)****                     **As part of the development of theProject and in accordance with the terms of the Agreement, Euro Disney S.C.A.examined and decided upon the construction of a second theme park denominated “ParkWalt Disney Studios” adjacent to the Disneyland Park (the “**Second Park”**)and wished to put in place the resources to provide funding for theconstruction of this Second Park.

 

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To this end,CDC agreed to grant the Borrower financing (the “**Financing**”)made up of four loans (the **“Second Park CDC Loans”)**asdescribed below:

 

•                  a first loan representing 20% of theTotal Principal Amount of the Financing (“**Tranche A”)**wasgranted to the Borrower under the terms of an agreement dated 30 September 1999and reiterated in a notarized act dated 21 January 2004 and made by Mr.Bertrand Lacourte, Notary (the “**Agreement A**”);

 

•                  a second loan representing 20% ofthe Total Principal Amount of the Financing (**Tranche B”)**wasgranted to the Borrower under the terms of an agreement dated 30 September 1999and reiterated in a notarized act dated 21 January 2004 and made by Mr.Bertrand Lacourte, Notary;

 

•                  a third loan representing 30% of theTotal Principal Amount of the Financing (“**Tranche C”)**wasgranted to the Borrower under the terms of an agreement dated 30 September 1999as modified on 18 November 2002 and reiterated in a notarized act dated 21January 2004 and made by Mr. Bertrand Lacourte, Notary;

 

•                  a fourth loan representing 30% ofthe Total Principal Amount of the Financing (“**Tranche D”)**wasgranted to the Borrower under the terms of an agreement dated 30 September 1999as modified on 18 November 2002 and reiterated in a notarized act dated 21January 2004 and made by Mr. Bertrand Lacourte, Notary**;**

 

the fouraforementioned agreements shall be referred to hereinafter as the “**Second Park CDC Loans Agreements**.”

 

It beingspecified that certain changes have been brought to the Second Park CDC LoansAgreements pursuant to an amendment agreement dated as of 18 November 2002 (the“**Amendments**”).

 

**(E)**                       As a result of financialdifficulties experienced by the Euro Disney Group, Euro Disney S.C.A, EuroDisneyland S.N.C., EDL Hôtels S.C.A., the Hotel SNCs, The Walt Disney Company,CDC along with the banks party to the Phase IA Loan Agreement, the banks partyto the Phase IB Loan Agreement and the Phase IA Partners and the Phase IBLenders, as represented by their respective agents BNP Paribas and Calyon, cametogether with a view to drawing up, on 8 June 2004, a memorandum of agreementfor the purpose of agreeing on the necessary measures for restoring itsfinancial balance the terms of which had been approved by the steeringcommittee then amended pursuant to a letter dated 20 September 2004 addressedby Euro Disney S.C.A. to CDC as well as the Phase IA Banks, the Phase IB Banks,the Phase IA Partners and the Phase IB Lenders, said memorandum as amended bythe aforementioned letter having been agreed upon by all parties pursuant to aletter dated 30 September 2004 (the “**Memorandum of Agreement**”).

 

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**(F)**                       The main purpose of the Memorandumof Agreement in relation to the Second Park CDC Loans is to provide for:

 

(i)                  new terms for the payment ofinterest owed by the Borrower under the Second Park CDC Loans on 31 December2004;

 

(ii)               the granting to the Borrower of anew loan called “**Tranche E**”****madeup of interest owed by the Borrower to CDC under the Second Park CDC Loans forthe years 2001 to 2003, the payment of which was deferred pursuant to paragraph11.02 (ii) of each of the Second Park CDC Loans, plus accrued interest at theinterest rate specified under Article 11.04 of each of the Second Park CDCLoans until the Share Capital Increase Date;

 

(iii)            the transfer by the Euro DisneyS.C.A. to Euro Disney Associés of the Second Park CDC Loans on the date of thetransfer agreed between Euro Disney S.C.A. and Euro Disney Associés (subject tothe rules governing demergers and without entailing a squeeze out) for all oralmost all the assets and liabilities of Euro Disney S.C.A. to Euro DisneyAssociés under the contribution agreement entered into between Euro DisneyS.C.A. and Euro Disney Associés on 30 September 2004, as amended on 8 November2004 (the “**Transfer**”);

 

(iv)           a release of debt by CDC in anamount of €2,500,000 per annum under the interest due on the Second Park CDCLoans for the financial years 2005 to 2012; and

 

(i)                  a mechanism for the deferred paymentof the interest owed to CDC under the Second Park CDC Loans for financial years2005 to 2014 based on whether or not the Reference Performance Indicator isachieved.

 

**(G)**                     As a consequence of the execution ofthe Memorandum Agreement and for the purpose of implementing it, the SecondPark CDC Loans Agreement will have to be amended;  in addition, the parties hereto wish todispose of a version of the Second Park CDC Loans Agreement inclusive of theAmendments, the creation of a Tranche E and that deletes from its text anyhistoric provision that has become obsolete, that updates certain obsoletereferences, that clarifies the drafting of certain provisions, that reflectsthe consequences of the Transfer and that harmonizes certain terms of theSecond Park CDC Loans Agreement with the rest of the documentation relating tothe Project; to this end, Euro Disney and CDC entered into four loan agreementsdated as of 1 December 2004, .relating to Tranche A, Tranche B, Tranche C and TrancheD, amending and restating the Second Park CDC Loans Agreements.

 

**(H)****                    **Pursuant to the completion of theTransfer, Euro Disney Associés and CDC wish to enter into this agreement (the “**Agreement E**”) which agreement sets forth the terms andconditions applicable to the Tranche E.

 

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**NOW THEREFORE THE PARTIES AGREEAS FOLLOWS**

 

**1.****                                     ****DEFINITI****ONS**

 

The words and expressionsdefined below will have the following meaning in this agreement:

 

“**Agents**”collectively means CDC, BNP Paribas as agent for the Phase IA Banks, Calyon asagent for the Phase IB Banks, agent for the Phase IB Lenders and agent for thePhase IA Partners or any other establishment which may succeed them in thiscapacity.

 

“**Agreement****E**” means this agreement.

 

“**Agreement onthe Granting of Ordinary Loans”**has the meaning given to it in theintroduction to this agreement.

 

“**Agreement onthe Granting of Participating Loans”**has the meaning given to it inthe introduction to this agreement.

 

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

 

“**Amended andRestated Second Park CDC Loan Agreements**” means the Second Park CDCLoan Agreements, including Agreement A, governing the Tranche A, the Tranche B,the Tranche C and the Tranche D pursuant to the terms to four agreements dated1 December 2004 between Euro Disney S.C.A. and the CDC pursuant to the terms ofAgreement E governing the Tranche E, as amended and restated pursuant toparagraph (G) of the introduction to this agreement.

 

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

 

**“Annual Payment Date”**means the fifth Working Dayfollowing the date on which the Agents received the Performance IndicatorReport verified and confirmed or, as applicable, validated by the Expert, inaccordance with the provisions of sub-annex 2 (*PerformanceIndicator Determination*) of the Common Undertakings and not beforethe 31 December following the end of the Financial Year in question ; it beinghowever understood that if an Annual Payment Date falls on a non-Working Day,the Annual Payment Date will be deferred until the first Working Daythereafter.

 

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

 

“**CDC OrdinaryLoan**” means the loan granted by CDC to the Borrower under the Agreementon the Granting of Ordinary Loans.

 

“**CommonAgreement**” has the meaning given to it in the introduction of thisagreement.

 

“**ConsolidatedEquity Capital”**means Euro Disney S.C.A.’s and its subsidiaries’consolidated equity capital on the basis of the most recent consolidatedbalance sheet in accordance with the accounting standards in force in Franceused by Euro Disney S.C.A. on the Date of Signing.

 

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“**Date ofSigning**” means the date of signing of this agreement, namely 1December 2004.

 

“**Debts**”means the sum of the principal amounts still owed by Euro Disney S.C.A. and itspresent and future subsidiaries as well as by Euro Disneyland S.N.C. and theHotel SNCs on the date an Envisaged Debt is made available in respect of:

 

(i)                       Senior Funding,

 

(ii)                    Second Park CDC Loans,

 

(iii)                 debts incurred under article 4 (*Other Indebtedness*) of the Common Undertakings,

 

(iv)                debts previously incurred inaccordance with the terms defined in Article 10.1 (g), and

 

(v)                   all other securities representing adebt, plus the principal amount of this Envisaged Debt.

 

“**DisneylandPark**” has the meaning given to it in the introduction to thisagreement.

 

“**EncumberedProperties**” has the meaning given to it in Article 8 (*Mortgage Allocation*).

 

“**EnvisagedDebt**” has the meaning given to it in Article 10.1 (*Definition of Events of Default).*

 

“**EURIBOR**”means, in relation to any Interest Period under Tranche A, the euro interbankrate expressed in the form of an annual rate as displayed on the TELERATEscreen page 248 by the European Banking Federation, at around 11 a.m. (Brusselstime) two (2) Target Days before the first day of said Interest Period (or, ifthis date of calculation is not a Working Day, the first Working Day which isat least two (2) Target Days before the first day of this Interest Period) onwhich interbank deposits in euro are offered by leading banks within the eurozone for a period of time equal to said Interest Period.

 

If this rate is not displayed onthe TELERATE screen or the EURIBOR page of Reuters, it will be replaced by arate calculated by CDC, which equals the arithmetic average (rounded up, wherenecessary, to the next sixteenth of a percent) of the annual rates quoted atthe request of CDC by the Reference Banks at around 15h00 (Brussels time) two(2) Target Days before the first day of the Interest Period in question (or ifthis date of calculation is not a Working Day, the first Working Day which isat least two (2) Target Days before the first day of this Interest Period) onwhich deposits in euro are offered by the Reference Banks to leading banks inthe euro zone interbank market for a period of time equal to the InterestPeriod in question and starting on the first day of this Interest Period andfor an amount comparable to the amount to be financed, it being specified thatif a Reference Bank does not quote rates at the request of CDC, this rate willbe determined by CDC under the conditions laid down in this paragraph on thebasis of the rates quoted by at least two other Reference Banks. If noReference Bank quotes rates at the request of CDC, or if just one ReferenceBank does so, the interest rate to be applied for the Interest Period inquestion will be CDC’s cost of refinancing on the interbank market for the sumsfor which the EURIBOR is applied on the date at which the interest rate isdetermined..

 

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“**Euro DisneyS.C.A.**” means Euro Disney S.C.A., a *société encommandite par actions*[French limited partnership] with a sharecapital of * *€[•], which registered office isat Immeubles Administratifs, Route Nationale 34, 77700 Chessy, entered in theMeaux Trade Register under number 397 471 822.

 

“**Euro DisneyGroup**” means Euro Disney S.C.A. and its present and futureaffiliates.

 

“**Event of Default”**has the meaning given to it in Article 10.1 (*Definitionof Events of Default*).

 

“**Expert**”has the meaning given to it in the Amended and Restated Common Agreement.

 

“**FinancialYear**” means the period N starting on 1 October of the calendar yearN-1 and ending on 30 September of calendar year N. For example, the 2004Financial Year starts on 1 October 2003 and ends on 30 September 2004.

 

“**Financing**”has the meaning given to it in the introduction to this agreement.

 

“**FinancingAgreements**” means the following agreements:

 

(i)                          Phase IA Credit Agreement;

 

(ii)                       Agreement on the Granting ofOrdinary Loans;

 

(iii)                    Agreement on the Granting ofParticipating Loans;

 

(iv)                   Phase IA Partners AdvancesAgreement;

 

(v)                      Phase IB Credit Agreement; and

 

(vi)                   Phase IB Advances Agreement.

 

“**Free CashFlow”**means the sum of:

 

(i)                           all available or immediatelyrealisable assets held by Euro Disney Associés or any subsidiary controlled byit within the meaning of Article L.233–3 of the Commercial Code*,*and

 

(ii)                        any amount advanced in any form,directly or indirectly, by Euro Disney S.C.A. or Euro Disney Associés to asubsidiary not controlled by any one of them whose immediate repayment iscontractually due subject to the limits of the free cash flow of thatsubsidiary defined as stated in (i) above.

 

minus the annual amount ofoperating expenses of Euro Disney S.C.A. as budgeted for the current financialyear, within the limits of 5,000,000 euros (net of tax) for a financial year,it being understood that said budget is likely to vary starting as of theFinancial Year 2006, up to the limit of an equivalent annual inflation amount,the amount of said operating expenses will have to be notified by Euro DisneyAssociés to CDC at the latest on the 15th of November of every year.

 

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“**Hotel SNCs**”means the following *sociétés en nom collectif*[general partnerships]: Hôtel New York Associés S.N.C., Newport Bay ClubAssociés S.N.C., Sequoia Lodge Associés S.N.C., Cheyenne Hôtel Associés S.N.C.,Hôtel Santa Fe Associés S.N.C. and Centre de Divertissements Associés S.N.C.

 

“**IA Borrowers**”has the meaning given to it in the introduction to this agreement.

 

“**InitialConclusion Date**” means the date on which the Second Park CDC LoanAgreements are signed, namely 30 September 1999.

 

“**InsufficientFree Cash Flow”**means, on a given Annual Payment Date, the negativedifference between the Free Cash Flow at that date, on the one hand, and thesum of the amounts due and payable under the Second Park CDC Loans on the sameday and all the sums due and payable under the Senior Funding for the Period,as defined in Article 7.2 (ii) following that date on the other hand.

 

“**InterestPeriod**”****means for thepurpose of calculating the interest specified in Article 3.5 (*Default Interest*)****and in Article7.4 (*Rate of Interest Applicable in the Event of theDeferral of the Due Date*),**an interestperiod of three (3) months, it being understood that the first day of eachInterest Period will be 1 January, 1 April, 1 July and 1 October of each year.

 

“**CommonUndertakings**” means the covenants listed in Annex V of the Amendedand Restated Common Agreement as amended by supplemental agreement, inconnection with any authorisation or waiver granted in accordance with theAmended and Restated Common Agreement.

 

“**LeasingAgreement**” means the lease agreement dated 30 June 1994 relating tocertain assets as entered into by Euro Disneyland S.N.C. in the capacity oflessor and Euro Disney Associés, in its capacity as lessee, as modified bysupplemental agreements.

 

“**Long-TermSubordinated Debt**” means any sum owed in particular by the Borrowerunder the Amended and Restated Second Park CDC Loan Agreements, which may notbe paid before the date on which all the sums due under the FinancingAgreements have been paid in full.

 

“**MasterAgreement**” has the meaning given to it in the introduction to thisagreement.

 

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

 

“**PerformanceIndicator**” has the meaning given to it in the Common Undertakings*.*

 

“**PerformanceIndicator Report**” has the meaning given to it in the CommonUndertakings.

 

“**Period**”has the meaning given to it in Article 7.2 (*Subordination*).

 

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“**Phase IABanks**”****means the banks and financialinstitutions party to the Phase IA Credit Agreement**.**

 

“**Phase IACredit Agreement**” means the multi-currency credit facility agreementdated 5 September 1989 which operates by drawings or the issuance of letters ofcredit between Euro Disney S.C.A., Euro Disneyland S.N.C and the Phase IABanks, as amended and restated as of 1 December 2004.

 

“**Phase IAPartners**” means the parties to the Phase IA Partners AdvancesAgreement.

 

“**Phase IAPartners Advances**” means the subordinated loans granted by thepartners of Euro Disneyland S.N.C. to the latter in accordance with the PhaseIA Partners Advances Agreement.

 

“**Phase IAPartners Advances Agreement**” means the partners advances agreementdated 26 April 1989 between Euro Disneyland S.N.C. and its partners as amendedand restated as of 1 December 2004.

 

“**Phase IBAdvances**”****means theloans granted by the partners of the Hotel SNCs created for the requirements ofphase IB of the Project to the Hotel SNCs in accordance with the Phase IBAdvances Agreement.

 

“**Phase IBAdvances Agreement**” means the agreement dated 26 April 1991 betweenEDL Hôtels S.C.A., the Hotel SNCs, their partners as well as the banks andfinancial institutions as amended and restated as of 1 December 2004.

 

“**Phase IBBanks**”****means the banks and financialinstitutions party to the Phase IB Credit Agreement**.**

 

“**Phase IBCredit Agreement**” means the credit facility agreement dated 25 March1991 between EDL Hôtels S.C.A., the Hotel SNCs, and the Phase IB Banks, as amendedand restated as of 1 December 2004.

 

“**Phase IBLenders**”****means thebanks and financial institutions party to the Phase IB Advances Agreement**.**

 

“**Phase I CDCLoans**” has the meaning given to it in the introduction to thisagreement.

 

“**PrincipalAmount of Tranche E**” means:

 

(i)            on the Date of Signing, the principal amount of €[•];

 

(ii)                        subsequently, at any time, theoutstanding principal amount of Tranche E not repaid by the Borrower.

 

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

 

“**Realisationof the Capital Increase**” means the completion of the capitalincrease by Euro Disney S.C.A., the gross proceeds of which must equal at leasttwo hundred and fifty million euros (€250,000,000), i.e. the issue,subscription and payment in full of the issue price of the corresponding newshares.

 

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“**Realisationof Capital Increase Date**” means the date at which the Realisation ofCapital Increase will be completed which date shall occur at the latest on 31March 2005.

 

“**ReferenceBanks**” means the main branches in Paris of Deutsche Bank AG, BNPParibas, Calyon and Société Générale.

 

“**RestoredAmount**” has the meaning given to it in Article 10.2 (*Consequences of Events of Default*) of this agreement.

 

 “**S.C.A. Senior Funding**”****means:

 

(i)            the sums due by the Borrower under the Phase IA CreditAgreement;

 

(ii)           the CDC Ordinary Loan; and

 

(iii)                     for as long as it remains in force,the subleasing agreement dated 30 June 1994 entered into between Euro DisneyS.C.A. and Euro Disney Associés and the Leasing Agreement.

 

“**Second Park**”has the meaning given to it in the introduction to this agreement.

 

“**Second ParkCDC Loan Agreements**” has the meaning given to it in the introductionto this agreement.

 

“**Second ParkCDC Loans**” has the meaning given to it in the introduction to thisagreement, and more specifically means the loans granted by CDC to the Borrowerand called Tranche A, Tranche B, Tranche C, Tranche D and Tranche E, asgoverned as of the Date of Signing by the Amended and Restated Second Park CDCLoan Agreements.

 

“**SeniorFunding**”****means:

 

(i)                           the Phase IA Credit Agreement;

 

(ii)                        the Phase IB Credit Agreement;

 

(iii)                     the Phase IA Partners AdvancesAgreement;

 

(iv)                    the Phase IB Advances Agreement;

 

(v)                       the Phase I CDC Loans; and

 

(vi)                    the Leasing Agreement.

 

“**ShareCapital Increase Date**” means the date on which the Share CapitalIncrease will take place, namely no later than the 31 march 2005.

 

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“**SubordinationAgreement**” means the subordination agreement, dated 19 October 1999entered into among, *inter alia*, theAgents, Euro Disney S.C.A. and Euro Disney Associés, which will be amended inaccordance with the terms of an agreement entered into the 1st of December2004, and amended and restated in accordance with the terms of an agreementdated the 1st of December 2004 entered into subject to theRealisation of the Capital Increase, substantially in the form attached heretoas Annex I, governing notably the conditions under which CDC may implement theprovisions of Article 10 *(Event of default)*ofthis agreement.

 

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

 

“**Total PrincipalAmount of the Funding**”****means theinitial principal amount of the Funding which on the Initial Conclusion Datewas three hundred and eighty-one million one hundred and twenty two thousandeuros (€381,122,000).

 

“**Tranche A**”has the meaning given to it in the introduction to this agreement.

 

“**Tranche B**”has the meaning given to it in the introduction to this agreement.

 

“**Tranche C**”has the meaning given to it in the introduction to this agreement.

 

“**Tranche D**”has the meaning given to it in the introduction to this agreement.

 

“**Tranche E**”has the meaning given to it in the introduction to this agreement.

 

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

 

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

 

**2.****                                     ****AMOUNTOF TH****E LOAN**

 

On the Date of Signing, thePrincipal Amount of Tranche E amounts to [•].

 

**3.****                                     ****PAYMENTOF INTE****REST – REPAYMENT OF PRINCIPAL**

 

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

 

Tranche E will bear interestwith effect from the Realisation of Capital Increase Date until the date onwhich it has been repaid in full at an annual rate of five point one fivepercent (5.15)%.

 

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**3.2****                              ****Method for calculatinginterest payments**

 

Subject to the followingstipulations, the Borrower will pay at each Annual Payment Date to CDC, theinterests due on the Principal Amount of Tranche E, on the basis of the exactnumber of days elapsed, based on a year of 365 or 366 days as applicable,pursuant to the table shown in Annex II.

 

The Borrower and CDC agreethat as from the date this agreement comes into force, the interest due to CDCon the Principal Amount of Tranche E each year and until financial year 2014included, will be paid differently depending on the profit as recorded by thePerformance Indicator:

 

(i)                                             the Performance Indicator is equalto or greater than Performance Indicator reference no. 2.

 

If the PerformanceIndicator or, where applicable, the pro-forma Performance Indicator for the FinancialYear under consideration is equal to or greater than the Performance Indicatorreference no. 2 for that Financial Year appearing in sub-annex 1 to the CommonUndertakings, the interest due to CDC will be payable on the Annual PaymentDate in question;

 

(ii)                                          the Performance Indicator is lessthan Performance Indicator reference no. 2.

 

If the PerformanceIndicator or, where applicable, the pro-forma Performance Indicator for theFinancial Year under consideration is less than the Performance Indicatorreference no. 2 for that Financial Year appearing in the sub-annex 1 of theCommon Undertakings, the Borrower will pay the interest due to CDC under eachSecond Park CDC Loans under the following terms:

 

(a)                        up to the to the limit of the amount of interestdue under the relevant interest payment date (as determined by the interestpayment schedule shown in annex II of each of the Amended and Restated SecondPark CDC Loans Agreements), equal to the insufficiency ascertained incomparison to Performance Indicator reference no. 2, such interest will beconverted into “**Long-term Subordinated Debt**” theterms and conditions of which shall be determined in a separate agreemententered into on this day between CDC and Euro Disney Associés, in the formappearing in Annex III, it being specified that interests thus converted intoLong-term Subordinated Debt shall be charged on the interests due under eachSecond Park CDC Loan, in the following priority order:

 

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(1)                        in priority, on the interests dueunder Tranche A;

 

(2)                        then, in the case where the amountof this Long Term Subordinated Debt is superior to the amount of interest dueunder Tranche A : on the interests due under Tranche B;

 

(3)                        then, in the case where the amountof this Long Term Subordinated Debt is superior to the amount of interest dueunder Tranche A and of Tranche B : on the interests due under Tranche C;

 

(4)                        then, in the case where the amountof this Long Term Subordinated Debt is superior to the amount of interest dueunder Tranche A, Tranche B and Tranche C : on the interests due under TrancheD;

 

(5)                        then, in the case where the amountof this Long Term Subordinated Debt is superior to the amount of interest dueunder Tranche A, Tranche B; Tranche C and Tranche D : on the interests dueunder Tranche E;

 

(b)                       for the part of the interest of Tranche E, asthe case may be, non-converted into Long Term Subordinated Debt, this interestwill be paid on the Annual Payment Date in question.

 

The Borrower andCDC agree to sign an agreement incorporating the terms and conditionsapplicable to any Long Term Subordinated Debt in accordance with the formappearing in Annex III, as soon as possible as from the date on which a LongTerm Subordinated Debt is constituted pursuant to the stipulations of thisArticle 3.2.

 

**3.3****                                          ****Redemption of the PrincipalAmount of Tranche E**

 

The PrincipalAmount of Tranche E, as, if applicable, reduced as a result of prepayment inaccordance with Article 4 (*Prepayment at the Optionof the Borrower*) will be repaid in one amount on 2 November 2023, ,pursuant to the repayment schedule set forth in Annex II.

 

16

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**3.4****                                       ****Payment and repayment terms**

 

The payment andrepayment of any sums due under Tranche E by the Borrower will be made bytransfer to account no. 1155793L 1 opened in the name of “Direction des fonds d’épargne”in CDC’s books.

 

**3.5****                                       ****Default interest**

 

If any amount dueto CDC pursuant to this agreement is not paid on its due date, interest willaccrue on a daily basis on this unpaid amount from such due date until the dateon which this amount is actually paid at an annual rate equal to the three (3)month EURIBOR rate, plus two per cent (2%) per annum. This rate may never belower than 5.15% per annum and will not prejudice CDC’s right to make use ofthe acceleration of maturity as stipulated in article 10 (*Events ofDefault*) below.

 

As of the date atwhich all amounts due to the Borrower in relation to the Financing Agreements,excluding the Agreement on the Granting of the Ordinary Loans and the Agreementon the Granting of the Participating Loans, have been repaid, the defaultinterest due under this agreement will be annually capitalized in accordancewith the provisions of article 1154 of the French Civil Code.

 

**4.****                                              ****PREPAYMENTAT TH****E OPTION OF THE BORROWER**

 

**4.1****                                       ****Prepayment**

 

Subject tocompliance with the stipulations of the Subordination Agreement, the Borrowermay, provided it gives at least thirty (30) days written notice to CDC, prepayall or part of Tranche E. Any prepayment will automatically result in thesimultaneous and proportionate repayment of the other Second Park CDC Loans.

 

Subject to thestipulations of Article 3 (*Payment of Interest –Repayment of Principal)*any prepayment of a principal amount must beaccompanied by the payment of the accrued interest on the principal amountrepaid up to the value date of this prepayment. This interest will becalculated on the basis of the exact number of days based on a year of 365 or 366days, as applicable.

 

**4.2****                                       **Any repayment, whether early or not,of any principal amount will be final and the Borrower will not be able toreborrow, under this agreement, the amount thus repaid.

 

17

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**4.3****                                       **It is specified that the provisionsof article 5 (*Prepayment*) of the Amended andRestated Common Agreement are not applicable to Tranche E.

 

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

 

If the Borroweropts to make a prepayment in accordance with the stipulations of Article 4.1 (*Prepayment*), the Borrower will pay CDC not only the accruedinterest stated under Article 4.1 (*Prepayment)* butalso a prepayment penalty corresponding to the amount of interest that would bepayable for a period of ninety (90) days at a rate of 5.15% per annum on theprincipal amount prepaid.

 

This penalty willbe payable on the date of the prepayment in question.

 

**5.****                                              ****REPRESENTATIONS AND WA****RRANTIES**

 

The Borrower warrants andrepresents, to the CDC, that on the Date of Signing:

 

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

 

**5.2****                                       **Its manager is duly authorised tosign this agreement;

 

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

 

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

 

**5.5****                                       **No authorisation is required fromany public authority for the repayment of the principal, the payment ofinterest and other costs inherent in this agreement;

 

**5.6****                                       **No legal proceedings before ajudicial, administrative or arbitration court in France or abroad are inprogress or, to the knowledge of the Borrower concerned, about to be broughtwhich might prevent or prohibit the signing or performance of this agreement bythe Borrower or which might affect its legal capacity to assume its obligationsunder this agreement.

 

18

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**6.****                                              ****COVENA****NTS**

 

**6.1****                                       ****Positive covenants**

 

Until all amountsowed under this agreement are repaid in full, the Borrower undertakes thefollowing covenants:

 

(a)                       the Borrower must notify CDC of anysignificant change in its corporate structure or operation, such as, inparticular, a change of management or a change in the amount or distribution ofthe share capital, brought to the attention of the Borrower in accordance withapplicable legislation and regulations; it being specified that CDC is alreadyinformed of all the changes envisaged as a result of the Transfer and expresslyconsents to the transfer of this agreement to Euro Disney Associés.

 

(b)                      the Borrower will, on a yearlybasis, within fifteen (15) days of these being approved by its shareholders,submit his balance sheets, income statements and annexes to CDC and, withinfifteen (15) days of these being approved by Euro Disney S.C.A’s shareholders,the consolidated accounts and consolidated balance of Euro Disney S.C.A.;

 

(c)                       the Borrower shall provide CDC withany document, agreement or information that he has to submit to Phase IA Banks,Phase IB Banks, Phase IA Partners or Phase IB Partners, or any of their agents,under the conditions precedent to the coming into effect of the amended andrestated versions of the Financing Agreements and in the same forms required bythe aforementioned agreements; and.

 

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(d)                      Without prejudice to thestipulations of paragraph (b) of article 8.1 (*PositiveCovenants*) of the Agreement on the Granting of Participating Loans,and of paragraph (b) of article 8.1 (*Positive Covenants*)of the Agreement on the Granting of Ordinary Loans, starting as of the date atwhich all amounts due by the Borrower under the Senior Financings, except forthe Agreement on the Granting of Participating Loans and the Agreement on theGranting of Ordinary Loans, will have had been paid, the Borrower shall respecthis obligations arising from the Amended and Restated Common Agreement or theCommon Undertakings.

 

**6.2****                                       ****Negative covenants**

 

Until all amountsowed under this agreement are repaid in full, the Borrower covenants not tomerge with another company without the prior approval of CDC. Such approvalcannot be refused if:

 

##### *(i)*                                              the entityresulting from this merger takes over the full debt contracted or due to becontracted by virtue of this agreement by the Borrower; and

##### * *

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

##### * *

##### *(iii)*                                        the entityresulting from the merger is authorised, under the terms of the MasterAgreement, to operate the Project.

##### * *

**7.****                                              ****SUBORDI****NATION**

 

**7.1****                                       **In the event of a court-orderedliquidation or any other procedure which may replace such liquidation in thefuture relating to the Borrower and without thereby jeopardising the effects ofthe mortgage granted under the conditions stated in Article 8 (*Mortgage Allocation*) of this agreement, the rights of CDC tothe repayment of the principal and payment of interest relating to Tranche Ewill be subject to the prior payment of all sums owed to creditors under S.C.A.Senior Funding.

 

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**7.2****                                       **In addition,

 

##### *(i)*                                    if the payment ofany amount in interest or in principal due and payable under the Senior Fundingis not made on the correct date, the due date of the payment of any amount dueunder Tranche E in interest or principal will be deferred until the date onwhich this payment default under the Senior Funding in question ceases to existor until the date on which, despite the continuation of this payment default,the lender or lenders of the Senior Funding agree that the payment of thisamount in interest and in principal due under Tranche E be made. However, theoption to accept such payment will not be beneficial to CDC;

##### * *

##### *(ii)*                                 if the manager ofthe Borrower can prove, under the conditions stated in Article 2.3.2 of theSubordination Agreement, that the Free Cash Flow on an Annual Payment Date isinsufficient, after payment of the sums due and payable to CDC under Tranche Eat that Annual Payment Date, to pay the sums due under the Senior Fundingduring the six (6) months following this Annual Payment Date (the “**Period**”), the due date of the payment of the portion of theamount in interest or in principal due under Tranche E, equal to the amount ofthe Insufficient Free Cash Flow, will be deferred until the date on which thelevel of Free Cash Flow allows payment to be made in respect of:

##### * *

(a)                                           the due dates under the SeniorFunding due or to be due during the outstanding Period; and

 

(b)                                          the share of the amount due underTranche E in interest or in principal, and of which the payment due date hasbeen deferred pursuant to this paragraph (ii).

 

**7.3****                                       **Provided that any amount due andpayable under the Senior Funding is paid in full, the payment of all sums owedunder Tranche E must be made prior to any payment under any participating securityissued by the Borrower and any capital security of the Borrower whatsoever.

 

**7.4****                                       ****Interest rates applicablein the event of the deferral of the due date**

 

If any amount dueto CDC under Tranche E (other than an amount of interest accrued on an amountwhose due date has been deferred in accordance with Article 7.2) is not paid onits normal due date and this due date is deferred in time pursuant to thestipulations of Article 7.2 above, interest will accrue on this amount untilthe date on which it is actually paid at a rate of Tj, defined for eachInterest Period in question as follows:

 

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Tj = [the higher ofthe following two rates:

 

(i)                          EURIBOR for the Interest Period inquestion plus two percent (2%) per annum; or

 

(ii)                       5.15 % per annum]

 

+

 

[a x 0.30% per annum]

 

where a is thewhole number of years elapsed between the beginning of the deferral and thefirst day of each Interest Period concerned (inclusive).

 

The interest at therate thus established will be calculated for the exact number of days ofdeferral occurring during the Interest Period under consideration on the basisof a year of 360 days.

 

The first InterestPeriod will commence with effect from the day following the deferral date ofthe sums, the payability of which has been deferred by virtue of Article 7.2above, and the following Interest Periods will commence from the end of theimmediately preceding Interest Period.

 

**7.5****                                       **The stipulations of Articles 7.1 and7.2 will cease to apply with effect from the date on which all the sums dueunder the Senior Funding other than the Phase I CDC Loans are fully repaid.

 

**8.****                                              ****MORTGAGEALLOC****ATION**

 

It is noted that inorder to guarantee up to a maximum of three hundred and eighty-one million onehundred and twenty-two thousand euros (€381,122,000), the payment of all sumsdue by the Borrower to CDC under the CDC Loans Second Park, the Borrower hasgranted to CDC a senior mortgage against the land forming the Second Park madeup of the following lots: AT2.1, AT2.3 and AT2.4, which extends and willcontinue to extend to the buildings built or to be built on this land (saidland and buildings being referred to collectively as the “**EncumberedProperties**”).

 

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This mortgage hasgiven rise to the signing of a mortgage allocation deed received by MaîtreBertrand Lacourte, Notary, dated 31 January 2000 (a copy of which appears inAnnex II), such instrument stipulating that the mortgage will be created on 31December 2016 and that it may not under any circumstances be registered at theRegistrar of Mortgages**prior to thisdate. The Borrower covenants to do the necessary, at his own expenses, so thatCDC benefits from this mortgage in terms similar to the abovementioned terms,in guaranty of the Second Park CDC Loan (including Tranche E) as amendedpursuant to this agreement, and the other Amended and Restated Second Park CDCLoan Agreements.

 

Whilst thismortgage is not created, the Borrower undertakes not to assign the EncumberedProperties, except in connection with the Transfer transaction or acourt-ordered liquidation of the Borrower, nor to grant any other mortgage orlease constituting a right *in rem*to thelatter without the prior written consent of CDC. It is noted that this covenantis the subject of a separate agreement inserted into the purchase instrumentdrawn up on 31 January 2000 between EPAFRANCE and the Borrower relating to theabove-mentioned land in which instrument CDC is the beneficiary of said covenant.It is further noted that this separate agreement was published in the Registrarof Mortgages simultaneous to the purchase instrument.

 

The Borrower willbear all costs, fees and emoluments relating to the creation of this mortgageand its registration in the Registrar of Mortgages.

 

**9.****                                              ****LENDERS’MEETIN****G**

 

If it appears fromthe Borrower’s Free Cash Flow and short-term operating outlook that theBorrower will soon be confronted with an inability to service its debt, notablyunder the Second Park CDC Loan Agreement, the Borrower will employ its bestefforts to bring together all its lenders as soon as possible, including CDC,in order to find an amicable and continuous solution to the difficulties thusexperienced.

 

**10.****                                       ****EVENTSOF D****EFAULT**

 

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

 

The occurrence ofany of the following events will constitute an event of default (an “**Event of Default**”) against the Borrower:

 

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(a)                        any principal or interest amount dueto CDC under Tranche E is unpaid on its due date and remains unpaid five (5)Working Days after written notification is sent to this effect by CDC to theBorrower;

 

(b)                       one of the covenants made by theBorrower in Article 6 (*Covenants)*ofthis agreement is not met and the Borrower has not remedied nor is about toremedy this default within thirty (30) days as from the notification sent byCDC to the Borrower requesting that the default be remedied (excluding, withrespect to the abovementioned 30 days period, in case of a default caused bythe fact that covenants pursuant to article 2 of the Common Undertakings havenot been met);

 

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

 

(d)                       any non-subordinated debt of theBorrower resulting from a loan of sums of money totalling more than fifteenmillion two hundred thousand euros (€15,200,000) is declared due and payable inadvance as a result of the existence of a breach on the part of the Borrower;

 

(e)                        a final judgment against theBorrower ordering the Borrower to pay a sum greater than seventy six milliontwo hundred thousand euros (€76,200,000) and the Borrower does not make thepayment within thirty (30) days;

 

(f)                          voluntary withdrawal from theoperation of the Second Park for a period greater than six (6) consecutivemonths except in the event of closure (i) for seasonal reasons, or (ii) forrebuilding, repair or maintenance; and

 

(g)                       as of 1 January 2013, Euro DisneyS.C.A. or any of its affiliates contracts any indebtedness from a bank (the “**Envisaged Debt**”) without the prior consent of CDC andthe effect of contracting such indebtedness renders the ratio Debt/ConsolidatedEquity Capital superior to 1 at the date of making the funds available; itbeing specified that the Borrower may remedy this Event of Default within a30-day period starting as of the date of notification of the Borrower.

 

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

 

If an Event of Default occurs, CDC may, provided it complies with theprovisions of the Subordination Agreement, declare the total outstanding amountof the CDC Loans Agreements Second Park granted to be immediately payable,fifteen (15) days after notification regarding an Event of Default has beensent to the Borrower concerned, except in the case of a violation of the ratiosset out in article 2 of the Common Undertakings for the Financial Year N, itbeing specified that in such case, the CDC will not have the right to notifythe accelerated maturity of the CDC Loans Agreements Second Park before 30January of the Financial Year N+1 or, in case of a change in the accountingprinciples and rules, before 28 February of Financial Year N+1, provided thatsuch violation is remedied in the following conditions and time limits:

 

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Euro Disney Associés may restore, as applicable, the amount of DSCR orForecast DSCR (as such terms are defined in the Common Undertakings) througheither (i) a transfer of new liquidities under the form of equity capital orSubordinated Debt (as such terms are defined in the Common Undertakings) ofEuro Disney Associés or (ii) a discharge of receivables (inclusive or not of a “returnto better fortunes” clause) or the carry forward of payments that may, in bothcases, give rise to a payment only after the date at which all amounts owed (inprincipal or interest) under the CDC Loans Agreements Second Park and the CDLong Term Subordinated Debt Agreement (as such terms are defined in the Amendedand Restated Common Agreement) have been paid in full and will be the subjectof a subordination agreement to be entered into with CDC (the “**Restored Amount**”).

 

The Restored Amount (to be added to the numerator pursuant to thecalculation of the DSCR and the Forecast DSCR) will be equal to the higher of:

 

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

 

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

 

The treasury of Euro Disney Associés will have to have entirelybenefited from the Restored Amount by 30 January of the Financial Year N+1 atthe latest, or in case of a change in accounting principles and rules, by 28February of the Financial Year N+1 at the latest.”

 

**10.3****                                ****Penalties**

 

If CDC shoulddemand repayment of Tranche E due to the occurrence of an Event of Default asdefined in Article 10.1 (f), the Borrower shall pay CDC under Tranche E, apenalty equal to six million ninety eight thousand euros (€ 6,098,000.00).

 

This penalty willbe payable on two dates, one half fifteen (15) days after the notification statedin Article 10.2 (*Consequences of Events of Default*)and the other half on the anniversary date of that same notification.

 

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**11.****                                       ****CONFIDE****NTIALITY**

 

**11.1****                                **CDC must regard as confidential, andtherefore not disclose in any way to third parties other than its consultantsor Government officials, any data, information or reports that have beenprovided under this agreement by the Borrower, by any entity directly orindirectly affiliated to the Borrower, or by one of the agents, representativesor consultants or the Borrower. CDC cannot disclose to third parties any ofthese data, information or reports without the prior written agreement of theBorrower, which may refuse to give such agreement at its discretion exceptwhere:

 

##### *(i)*                          such data orinformation or report has become public other than by virtue of a violation byCDC, as applicable, of the stipulations of this Article;

##### * *

##### *(ii)*                       such disclosure isimposed by the law; or

##### * *

##### *(iii)*                    such disclosure isrequired by a court having jurisdiction; or

##### * *

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

##### * *

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

 

**11.3****                                **The stipulations of this Article 11(*Confidentiality*) will be binding on CDCsubsequent to the date on which all sums owed by the Borrower to CDC by virtueof this agreement have been paid and repaid.

 

**12.****                                       ****MISCELLANE****OUS PROVISIONS**

 

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

 

This agreement willbe governed by French law and construed in accordance therewith.

 

Any dispute arisingfrom this agreement or its interpretation will be subject to the exclusivejurisdiction of the competent courts situated within the area of jurisdictionof the Paris Court of Appeal.

 

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

 

The Borrower agreesto pay the reasonable expenses incurred by CDC in preparing this agreement orany supplemental agreement hereto upon presentation of justifyingdocumentation.

 

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

 

Any right arisingfor CDC from this agreement or any other document submitted by virtue of thisagreement or at the time of the latter, or pertaining to it by virtue of thelaw, may be exercised at any time regardless of its other rights. Should CDCnot exercise any right belonging to it or exercise such right tardily, thisfact will not constitute a waiver on its part of its entitlement to enjoy thatright. Likewise, the total or partial exercise by CDC of a right pertaining toit will not prevent it from exercising this right or another right at a laterdate.

 

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

 

Any communication,request or notification to be made in accordance with the agreement or will bewritten or made in French and will be regarded as valid if it is submitted inwriting or sent by fax and confirmed by registered letter with acknowledgementof receipt to the other party at the addresses indicated below. Communications,requests or notifications made in accordance with the stipulations of thisArticle will be sent:

 

•                  to the Borrower at:

 

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

Immeubles Administratifs[Administrative Buildings]

Route Nationale 34

77700 Chessy

 

Attn.: Direction Financements et Achats [Finance andProcurement Department]

 

Fax: 01 64 74 56 36.

 

•                  to CDC at:

 

**LA CAISSE DES DÉPÔTS ET CONSIGNATIONS**

Direction des Fonds d’Épargne [Savings FundsDepartment]

72 avenue Pierre Mendès France

75914 Paris Cedex 13

 

Attn.: Direction Financière [Finance Department]

 

Fax: 01 58 50 07 48

 

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Any amendment tothe above details will only be opposable after notification.

 

For the purpose ofcalculating any time period under the terms of this agreement, the first daythat will be used will be the date of receipt by the recipient of theregistered letter with acknowledgement of receipt stated above.

 

**12.5****                                ****Independence of clauses**

 

Even if any of theprovisions of this agreement are held to be null and void or unenforceable inaccordance with the applicable law, the validity, legality and enforceabilityof the remaining provisions of this agreement will not in any way be affected.

 

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

 

This agreement willbe binding on and will inure to the benefit of the Borrower and CDC, as well astheir respective successors or assignees.

 

**12.7****                                ****Transfers of rights**

 

(a)                        The Borrower may not transfer any ofits rights or obligations by virtue of this agreement without obtaining priorwritten agreement from CDC.

 

(b)                       Until 31 December 2004, CDC may nottransfer any of its rights or obligations under this agreement withoutobtaining the prior agreement of the Borrower.

 

As from 1 January 2005, CDCmay freely transfer any of its rights or obligations to a financialinstitution, or any other company created specifically to this effect, that hasa minimum of one branch in one of the countries where the legal tender on theenvisaged transfer date is the euro, provided this financial institution on thedate of transfer has a rating equal to or greater than A in the system used byStandard & Poor’s or an equivalent level in other international ratingsystems, subject to the following conditions: (i) the financial institution orthe concerned entity shall accede to all the provisions of this agreement and(ii) CDC shall notify the Borrower pursuant to Article 12.4 (*Notifications*).

 

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**12.8****                                ****Suspensive effect – Entry intoforce**

 

This agreement is made subjectto the condition precedent of the realisation of the Transfer and theRealisation of the Capital Increase no later than 31 March 2005. If thiscondition precedent is fulfilled, the stipulations of this agreement will takeeffect on the Capital Increase Date.

 

It is being specified that ifthe condition precedent stated in the previous paragraph is not fulfilled, thisagreement will not come into force and will not be effective in relation to CDCor the Borrower and its stipulations will then be considered as null and void.

 

It has also beenagreed that :

 

(i)                                             in case of non-Realisation of theCapital Increase, the term of the waiver referred to in the waiver request sentby Euro Disney S.C.A. to the CDC dated 17 October 2003 as well as in theMemorandum of Agreement, will be extended until the 31 March 2005 or, in caseof a dialogue as provided in paragraph (a) of article 7.7 (*Termination*)of the Memorandum of Agreement, until termination of some of its provisions pursuantto the aforementioned article;

 

(ii)                                          In case of Realisation of theCapital Increase, the CDC shall not avail itself of any Event of Default asprovided in the previous paragraph (i) and for any reason.

 

**2.9****                                       ****Annual Percentage Rate**

 

In order to meet therequirements of Articles L. 313–1 and L. 313–2 of the French Consumer Code andfor this purpose alone, CDC declares, by way of example, to the Borrower, whichaccepts, that the annual percentage rate applicable to Tranche E, on the basisof a year comprising three hundred and sixty-five (365) days, will be:

 

**APR:****[•] % perannum,**

 

or a period rate of[**•**]%, the period being equal to [**•**].

 

This annualpercentage rate was calculated on the basis of an annual interest rate of 5.15% and Tranche E’s principal amounting to [**•**].

 

Each of the abovecalculations includes commission, costs, advisors’ fees and any other amountschargeable to the Borrower relating to the implementation of this agreement.

 

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Done at [**•**], on [**•**],

In three (3)original copies.

 

For the Borrower:

 

**EURODISNEY ASSOCIES S.C.A.**

 

 
| By: |   |   |
|-----|--------|--------|

Name: [•]

 

 

For CDC:

 

**LA CAISSE DES DÉPÔTS ET CONSIGNATIONS**

 

 
| By: |   |   |
|-----|--------|--------|

Name: [•]

 

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**ANNEX 1**

**SUBORDINATION AGREEMENT**

 

[See Exhibit 4.18 to the Form 20-f]

 

31

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** **

**ANNEX 2**

**REPAYMENTAND INTEREST PAYMENT SCHEDULE OF TRANCHE E**

 

**CAISSE DES DEPÔTS ET CONSIGNATIONS**

 

**DIRECTION DES FONDS D’EPARGNE**

 
| **REPAYMENT  SCHEDULE**                                    | ** **                | ** ** |
|------------------------------------------------------------|---------------------------|------------|
|                                                       | ** **                | ** ** |
| **Tranche E**                                              | ** **                | ** ** |
| ** **                                                 | ** **                | ** ** |
| **Contract’s  number after the 2004 restructuring :** | **  1 xxx xxx** |       | **SECOND PARK LOAN** |
|                                                       |                      |       |   |
| **Borrower’s  number :**                              | **000 123 609**           |       | **EURO DISNEYLAND S.C.A.** |

 
| **Principal  initial amount :**                                  | **60,138,874.01 ** |   | **euros(*)** |
|------------------------------------------------------------------|-------------------------|--------|--------------|
| **Effective  Global Rate on the effective date, the : 03/31/05** | **5.15**                | **%**  | **(*)**      |
| **Annual  facial rate :**                                        | **5.15**                | **%**  |         |

 

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**(*) Thefigures given should be seen as a rough guide and may vary in accordance withany change in the****effective date and mortgage fees.**

 
| **Maturity date** | ** ** | **Annual  rate** | ** ** | **Principal outstanding  amount before   maturity** | ** ** | **Repayment**     | ** ** | **Interests**    | ** ** | **Total due   on maturity** | ** ** |
|-------------------|------------|------------------|------------|-----------------------------------------------------|------------|-------------------|------------|------------------|------------|-----------------------------|------------|
| ** **        | ** ** | ** **       | ** ** | ** **                                          | ** ** | ** **        | ** ** | ** **       | ** ** | ** **                  | ** ** |
| **12/31/2005**    | ** ** | **5.15**         | **%**      | **60,138,874.01**                                   | ** ** | **0.00**          | ** ** | **2,333,470.69** | ** ** | **2,333,470.69**            | ** ** |
| **12/31/2006**    | ** ** | **5.15**         | **%**      | **60,138,874.01**                                   | ** ** | **0.00**          | ** ** | **3,097,152.01** | ** ** | **3,097,152.01**            | ** ** |
| **12/31/2007**    | ** ** | **5.15**         | **%**      | **60,138,874.01**                                   | ** ** | **0.00**          | ** ** | **3,097,152.01** | ** ** | **3,097,152.01**            | ** ** |
| **12/31/2008**    | ** ** | **5.15**         | **%**      | **60,138,874.01**                                   | ** ** | **0.00**          | ** ** | **3,097,152.01** | ** ** | **3,097,152.01**            | ** ** |
| **12/31/2009**    | ** ** | **5.15**         | **%**      | **60,138,874.01**                                   | ** ** | **0.00**          | ** ** | **3,097,152.01** | ** ** | **3,097,152.01**            | ** ** |
| **12/31/2010**    | ** ** | **5.15**         | **%**      | **60,138,874.01**                                   | ** ** | **0.00**          | ** ** | **3,097,152.01** | ** ** | **3,097,152.01**            | ** ** |
| **12/31/2011**    | ** ** | **5.15**         | **%**      | **60,138,874.01**                                   | ** ** | **0.00**          | ** ** | **3,097,152.01** | ** ** | **3,097,152.01**            | ** ** |
| **12/31/2012**    | ** ** | **5.15**         | **%**      | **60,138,874.01**                                   | ** ** | **0.00**          | ** ** | **3,097,152.01** | ** ** | **3,097,152.01**            | ** ** |
| **12/31/2013**    | ** ** | **5.15**         | **%**      | **60,138,874.01**                                   | ** ** | **0.00**          | ** ** | **3,097,152.01** | ** ** | **3,097,152.01**            | ** ** |
| **12/31/2014**    | ** ** | **5.15**         | **%**      | **60,138,874.01**                                   | ** ** | **0.00**          | ** ** | **3,097,152.01** | ** ** | **3,097,152.01**            | ** ** |
| **12/31/2015**    | ** ** | **5.15**         | **%**      | **60,138,874.01**                                   | ** ** | **0.00**          | ** ** | **3,097,152.01** | ** ** | **3,097,152.01**            | ** ** |
| **12/31/2016**    | ** ** | **5.15**         | **%**      | **60,138,874.01**                                   | ** ** | **0.00**          | ** ** | **3,097,152.01** | ** ** | **3,097,152.01**            | ** ** |
| **11/02/2017**    | ** ** | **5.15**         | **%**      | **60,138,874.01**                                   | ** ** | **0.00**          | ** ** | **2,596,516.48** | ** ** | **2,596,516.48**            | ** ** |
| **11/02/2018**    | ** ** | **5.15**         | **%**      | **60,138,874.01**                                   | ** ** | **0.00**          | ** ** | **3,097,152.01** | ** ** | **3,097,152.01**            | ** ** |
| **11/02/2019**    | ** ** | **5.15**         | **%**      | **60,138,874.01**                                   | ** ** | **0.00**          | ** ** | **3,097,152.01** | ** ** | **3,097,152.01**            | ** ** |
| **11/02/2020**    | ** ** | **5.15**         | **%**      | **60,138,874.01**                                   | ** ** | **0.00**          | ** ** | **3,097,152.01** | ** ** | **3,097,152.01**            | ** ** |
| **11/02/2021**    | ** ** | **5.15**         | **%**      | **60,138,874.01**                                   | ** ** | **0.00**          | ** ** | **3,097,152.01** | ** ** | **3,097,152.01**            | ** ** |
| **11/02/2022**    | ** ** | **5.15**         | **%**      | **60,138,874.01**                                   | ** ** | **0.00**          | ** ** | **3,097,152.01** | ** ** | **3,097,152.01**            | ** ** |
| **11/02/2023**    | ** ** | **5.15**         | **%**      | **60,138,874.01**                                   | ** ** | **60,138,874.01** | ** ** | **3,097,152.01** | ** ** | **63,236,026.02**           | ** ** |

 

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**ANNEX 3**

**FORM OFAGREEMENT CONTAINING THE TERMS AND CONDITIONS APPLICABLE TO THE LONG TERMSUBORDINATED DEBT**

 

[See Exhibit 4.28 of the Form 20-f]

 

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