**Exhibit 4.23**

 

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**AMENDEDAND RESTATED LOAN AGREEMENT**

 

 

**TRANCHEA**

 

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**DATED 1DECEMBER 2004**

 

 

**BETWEEN**

 

 

**EURO DISNEYS.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 THEUNDERSIGNED**

 

**1.****                           ****EURO DISNEY S.C.A.**, a *sociétéen commandite par actions*  [French limited partnership] with a share capital of10,826,802.92 euros, which registered office is at Immeubles Administratifs,Route Nationale 34, 77700 Chessy, entered in the Meaux Trade Register undernumber 334 173 887, represented by Mr. Jeffrey R. Speed, duly authorised forthe purpose hereof,

 

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

 

**2.****                           ****LA CAISSE DESDÉPÔTS ET CONSIGNATIONS**, an *établissement public à statutspécial*  [special status public corporation] constituted pursuant to the law of28 April 1816, codified under article L. 518-7 *etseq.* of the monetary and financial Code,, which main office issituated at 56, rue de Lille, 75007 Paris, represented by Mr. Jean-François deCaffarelli, duly authorised for the purpose hereof,

 

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

 

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**TABLE OFCONTENTS**

 
| **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**   | Form of  Subordination Agreement                                                                      |   |
|---------------|-------------------------------------------------------------------------------------------------------|--------|
| ** **    |                                                                                                  |   |
| **ANNEX II**  | Repayment and interest payment schedule of  Tranche A                                                 |   |
| ** **    |                                                                                                  |   |
| **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 provisions ofthe 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 Disney S.C.A. and Euro Disneyland S.N.C. (referred to jointly as the “**IA Borrowers**”) were set up in order toimplement and operate the “Euro Disneyland” project involving the constructionof the “Disneyland” theme park situated in Marne-la-Vallée (“**Disneyland Park**”) and its peripheraldevelopment (the “**Project**”).

 

**(B)**                     In connection with the implementationof phase I of the Project, CDC granted the IA Borrowers loans includingordinary loans and participating loans in accordance with the terms andconditions of the Master Agreement (and notably Article 18 thereof and Annex 18thereof as modified by the supplemental agreements dated 30 December 1994 and 1December 2004) and the following agreements:

 

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

 

(ii)                                  an agreement on the granting ofordinary loans entered into on 17 May 1989 as modified by supplementalagreements dated 10 August 1994 and 30 September 1999 and amended and restatedby an agreement dated 1 December 2004 (the****“**Agreement on the Granting of 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 agentson the other hand and Euro Disney S.C.A., Euro Disneyland S.N.C. and othercompanies of the Euro Disney Group (the “**CommonAgreement**”).

 

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 “**Amendedand Restated Common Agreement**”).

 

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

 

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

 

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

 

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

 

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

 

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

 

the four aforementioned agreements, including the Agreement A, shall bereferred to hereinafter as the “**Second ParkCDC 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 “**Memorandumof 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 of interestowed by the Borrower under the Second Park CDC Loans on 31 December 2004;

 

(ii)                        the granting to the Borrower of anew loan called “**Tranche E**”****made up of interest owed by the Borrowerto CDC under the Second Park CDC Loans for the years 2001 to 2003, the paymentof which was deferred pursuant to paragraph 11.02 (ii) of each of the SecondPark CDC Loans, plus accrued interest at the interest rate specified underArticle 11.04 of each of the Second Park CDC Loans until the Share CapitalIncrease 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 an amountof €2,500,000 per annum under the interest due on the Second Park CDC Loans forthe financial years 2005 to 2012; and

 

(v)                       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 partieshereto wish to dispose of a version of the Second Park CDC Loans Agreementinclusive of the Amendments, the creation of a Tranche E and that deletes fromits text any historic provision that has become obsolete, that updates certainobsolete references, that clarifies the drafting of certain provisions, thatreflects the consequences of the Transfer and that harmonizes certain terms ofthe Second Park CDC Loans Agreement with the rest of the documentation relatingto the Project.

 

**(H)****                    **The purpose of this agreement is tomaterially integrate in the Agreement A the amendments set forth in paragraph(G) above and to restate the Agreement A in all its provisions that have notbeen amended by this agreement.

 

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**NOW THEREFORETHE PARTIES AGREE AS FOLLOWS**

 

# **ARTICLE 1.**                                              DEFINITIONS

 

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

 

“**Agents**” collectively means CDC, BNP Paribas as agent for thePhase IA Banks, Calyon as agent for the Phase IB Banks, agent for the Phase IBLenders and agent for the Phase IA Partners or any other establishment whichmay succeed them in this capacity.

 

“**Agreement A**” has the meaning given to it in the introductionto this agreement.

 

“**Agreement****E**”means the loan agreement under Tranche E that Euro Disney Associés and the CDCmust enter into just before or at the same time as the Realisation of CapitalIncrease.

 

“**Agreement on the Granting of Ordinary Loans”**has the meaninggiven to it in the introduction to this agreement.

 

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

 

“**Amended and Restated Agreement A**” means this agreement datedas of the date hereof between the Borrower and CDC pertaining to Tranche A,incorporating the Amendments and restating Agreement A pursuant to the terms ofparagraph (G) of the introduction of this agreement.

 

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

 

“**Amended and Restated Second Park CDC Loan Agreements**” meansthe Second Park CDC Loan Agreements, including Agreement A, governing theTranche A, the Tranche B, the Tranche C and the Tranche D pursuant to the termsof four agreements dated as of the date hereof between the Borrower and CDC andpursuant to the terms of an agreement to be entered into just before or at thesame time as the Realisation of Capital Increase (namely, the Agreement Egoverning the Tranche E), as amended and restated pursuant to paragraph (G) ofthe introduction to this agreement.

 

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

 

**“Annual PaymentDate”**meansthe fifth Working Day following the date on which the Agents received thePerformance Indicator Report verified and confirmed or, as applicable,validated by the Expert, in accordance with the provisions of sub-annex 2 (*Performance Indicator Determination*) ofthe Common Undertakings and not before the 31 December following the end of theFinancial Year in question ; it being however understood that if an AnnualPayment Date falls on a non-Working Day, the Annual Payment Date will bedeferred until the first Working Day thereafter.

 

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

 

“**Borrower**” means Euro Disney S.C.A. and, as from completion ofthe Transfer, Euro Disney Associés.

 

“**CDC Ordinary Loan**” means the loan granted by CDC to theBorrower under the Agreement on the Granting of Ordinary Loans.

 

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

 

“**Consolidated Equity Capital”**means Euro Disney S.C.A.’s andits subsidiaries’ consolidated equity capital on the basis of the most recentconsolidated balance sheet in accordance with the accounting standards in forcein France used by Euro Disney S.C.A. on the Date of Signing.

 

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

 

“**Debts**” means the sum of the principal amounts still owed byEuro Disney S.C.A. and its present and future subsidiaries as well as by EuroDisneyland S.N.C. and the Hotel SNCs on the date an Envisaged Debt is madeavailable in respect of:

 

(i)            Senior Funding,

 

(ii)           Second Park CDC Loans,

 

(iii)          debts incurred under article 4 (*Others Indebtedness*) of the CommonUndertakings,

 

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

 

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

 

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

 

“**Encumbered Properties**” has the meaning given to it in Article8 (*Mortgage Allocation*).

 

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

 

“**EURIBOR**” means, in relation to any Interest Period underTranche A, the euro interbank rate expressed in the form of an annual rate asdisplayed on the TELERATE screen page 248 by the European Banking Federation,at around 11 a.m. (Brussels time) two (2) Target Days before the first day ofsaid Interest Period (or, if this date of calculation is not a Working Day, thefirst Working Day which is at least two (2) Target Days before the first day ofthis Interest Period) on which interbank deposits in euro are offered byleading banks within the euro zone for a period of time equal to said InterestPeriod.

 

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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..

 

“**Euro Disney Associés**” means Euro Disney Associés, a *société en commandite par actions*[Frenchlimited partnership] with a share capital of**€109,997,848.20 whoseregistered office is at Immeubles Administratifs, Route Nationale 34, 77700Chessy, entered in the Meaux Trade Register under number 397 471 822,a company required to apply this agreement at the time of the Transfer. It isspecified that until 30 September 2004, Euro Disney Associés existed under theform of a *société en nom collectif*[general partnership].

 

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

 

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

 

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

 

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

 

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

 

“**Financing Agreements**” means the following agreements:

 

(i)            Phase IA Credit Agreement;

 

(ii)           Agreement on the Granting of Ordinary Loans;

 

(iii)          Agreement on the Granting of Participating Loans;

 

(iv)          Phase IA Partners Advances Agreement;

 

(v)           Phase IB Credit Agreement; and

 

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(vi)          Phase IB Advances Agreement.

 

“**Free Cash Flow”**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.

 

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

 

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

 

“**Initial Conclusion Date**” means the date on which the AgreementA is signed, namely 30 September 1999.

 

“**Insufficient Free Cash Flow”**means, on a given Annual PaymentDate, the negative difference between the Free Cash Flow at that date, on theone hand, and the sum of the amounts due and payable under the Second Park CDCLoans on the same day and all the sums due and payable under the Senior Fundingfor the Period, as defined in Article 7.2 (ii) following that date on the otherhand.

 

“**Interest Period**”****meansfor the purpose of calculating the interest specified in Article 3.5 (*Default Interest*)****and in Article 7.4 (*Rate of Interest Applicable in the Event of the Deferralof the Due Date*),**aninterest period of three (3) months, it being understood that the first day ofeach Interest Period will be 1 January, 1 April, 1 July and 1 October of eachyear.

 

“**Common Undertakings**” means the covenants listed in Annex V ofthe Amended and Restated Common Agreement as amended by supplemental agreement,in connection with any authorisation or waiver granted in accordance with theAmended and Restated Common Agreement.

 

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“**Leasing Agreement**” means the lease agreement dated 30 June1994 relating to certain assets as entered into by Euro Disneyland S.N.C. inthe capacity of lessor and Euro Disney Associés, in its capacity as lessee, asmodified by supplemental agreements.

 

“**Long-Term Subordinated Debt**” means any sum owed in particularby the Borrower under the Amended and Restated Second Park CDC Loan Agreements,which may not be paid before the date on which all the sums due under theFinancing Agreements have been paid in full.

 

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

 

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

 

“**Performance Indicator**” has the meaning given to it in theCommon Undertakings.

 

“**Performance Indicator Report**” has the meaning given to it inthe Common Undertakings.

 

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

 

“**Phase IA Banks**”****meansthe banks and financial institutions party to the Phase IA Credit Agreement**.**

 

“**Phase IA Credit Agreement**” means the multi-currency creditfacility agreement dated 5 September 1989 which operates by drawings or theissuance of letters of credit between Euro Disney S.C.A., Euro Disneyland S.N.Cand the Phase IA Banks, as amended and restated the 1 December 2004.

 

“**Phase IA Partners**” means the partiesto the Phase IA Partners Advances Agreement.

 

“**Phase IA Partners Advances**” means the subordinated loansgranted by the partners of Euro Disneyland S.N.C. to the latter in accordancewith the Phase IA Partners Advances Agreement.

 

“**Phase IA Partners Advances Agreement**” means the partnersadvances agreement dated 26 April 1989 between Euro Disneyland S.N.C. and itspartners as amended and restated as of 1 December 2004.

 

“**Phase IB Advances**”****meansthe loans granted by the partners of the Hotel SNCs created for therequirements of phase IB of the Project to the Hotel SNCs in accordance withthe Phase IB Advances Agreement.

 

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

 

“**Phase IB Banks**”****meansthe banks and financial institutions party to the Phase IB Credit Agreement**.**

 

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

 

“**Phase IB Lenders**”****meansthe banks and financial institutions party to the Phase IB Advances Agreement**.**

 

“**Phase****I CDC Loans**” has the meaning given to it in the introductionto this agreement.

 

“**Principal Amount of Tranche A**” means:

 

(i)            on the Initial Conclusion Date,the principal amount of €76,224,400;

 

(ii)           on the Date of Signing, theprincipal amount of €76,224,400;

 

(iii)                     subsequently, at any time, the outstandingprincipal amount of Tranche A not repaid by the Borrower.

 

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

 

“**Realisation of the Capital Increase**” means the completion ofthe capital increase by Euro Disney S.C.A., the gross proceeds of which mustequal at least two hundred and fifty million euros (€250,000,000), i.e. theissue, subscription and payment in full of the issue price of the correspondingnew shares.

 

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

 

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

 

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

 

“**S.C.A. Senior Funding**”****means:

 

(i)            the sums due by the Borrowerunder the Phase IA Credit Agreement;

 

(ii)           the CDC Ordinary Loan; and

 

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

 

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

 

“**Second Park CDC Loan Agreements**” has the meaning given to itin the introduction to this agreement.

 

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“**Second Park CDC Loans**” has the meaning given to it in theintroduction to this agreement, and more specifically means the loans grantedby CDC to the Borrower and called Tranche A, Tranche B, Tranche C, Tranche Dand Tranche E, as governed as of the Date of Signing by the Amended andRestated Second Park CDC Loan Agreements.

 

“**Senior Funding**”****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.

 

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

 

“**Subordination Agreement**” means the subordination agreement,dated 19 October 1999 entered into among, *interalia*, the Agents, Euro Disney S.C.A. and Euro Disney Associés, whichwill be amended in accordance with the terms of an agreement dated as of thedate hereof, and amended and restated in accordance with the terms of anagreement dated as of the date hereof entered into subject to the Realisationof the Capital Increase, substantially in the form attached hereto as Annex I,governing notably the conditions under which CDC may implement the provisionsof Article 10 *(Event of default)*ofthis agreement.

 

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

 

“**Total Principal Amount of the Funding**”****means the initial principal amount of theFunding which on the Initial Conclusion Date was three hundred and eight-onemillion one hundred and twenty two thousand euros (€381,122,000).

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

# **ARTICLE 2**.                                              AMOUNT OF THE LOAN

 

On the InitialConclusion Date, the Principal Amount of Tranche A made available to theBorrower by CDC amounted to seventy six million two hundred and twenty fourthousand four hundred euros (€76,224,400), i.e. 20 % of the Total PrincipalAmount of the Funding at the aforementioned date.

 

On the Date ofSigning, the Principal Amount of Tranche A amounts toseventy six million two hundred and twenty four thousand four hundred euros(€76,224,400).

 

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

 

## **3.1**                                        Interest

 

The PrincipalAmount of Tranche A will bear interest until the date on which it has beenrepaid by the Borrower in full, at an interest rate calculated in the mannerset forth in the table shown in Annex II.

 

CDC herebywaives the right to receive interest relating to Tranche A as determined inAgreement A, to a maximum of five hundred thousand euros per annum (€500,000.00) solely in respect of Financial Years 2005 to 2012, it beingspecified that the table shown in Annex II takes into account this waiver.

 

## **3.2**                                        Methodfor calculating interest payments

 

### **3.2.1**                              Generalprovisions

 

Subject to theprovisions of Article 3.2.2 (*SpecificProvisions),*the Borrower will pay CDC on each Annual Payment Datethe interest due on the Principal Amount of Tranche A on the basis of thenumber of exact number of days elapsed, based on a year of 365 or 366 days asapplicable, pursuant to the table shown in Annex II.

 

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### **3.2.2**                              SpecificProvisions

 

#### (a)          Interest due in respect of years 2001 to 2003 –Creation of Tranche E

 

The Borrowerand CDC agree that no interest due to CDC on the Principal Amount of Tranche Awill be paid by the Borrower for the years 2001 to 2003.

 

On the ShareCapital Increase Date, the interest to be collected under Tranche A for theyears 2001 to 2003, the payment of which has been deferred pursuant toparagraph 11.02 (ii) of Agreement A, plus the additional accrued interest atthe rate of interest stated in Article 11.04 of Agreement A until the ShareCapital Increase Date will be converted into a loan receivable in principal tobecome Tranche E of the Second Park CDC Loans, repayable in November 2023 andgoverned by the terms and conditions of Agreement E).

 

It being understood that under no circumstances can payment of the sumsstated in the above paragraph be made until 30 June 2005.

 

#### (b)         Interest due in respect of 2004

 

By way ofderogation from the general provisions, the Borrower and CDC agree that theinterest stipulated under the terms of Agreement A due to CDC on 31 December2004 in respect of 2004 on the Principal Amount of Tranche A will be paid atthe Share Capital Increase Date or on 31 December 2004 if the Realisation ofthe Capital Increase occurs prior to that date.

In the eventthat the Realisation of the Capital Increase or the Transfer does not occur by31 March 2005 and the parties to the Memorandum of Agreement have not reachedan agreement after a period of thirty (30) days with effect from that date, theprovisions of the above subparagraph will be automatically cancelled.

 

#### (c)          Interest due in respect of the Financial Years2005 to 2014

 

The Borrowerand CDC agree that with effect from the Financial Year starting 1 October 2004and until financial year 2014 (included), the interest due to CDC on thePrincipal Amount of Tranche A each year will be paid differently depending onthe profit as recorded by the Performance Indicator:

 

(i)                                           the Performance Indicator is equal toor greater than Performance Indicator reference no. 2.

 

If the Performance Indicator or, where applicable, the pro-formaPerformance Indicator for the Financial Year under consideration is equal to orgreater than the Performance Indicator reference no. 2 for that Financial Yearappearing in the sub-annex 1 of the Common Undertakings, the interest due toCDC will be payable on the Annual Payment Date in question;

 

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

 

If the Performance Indicator or, whereapplicable, the pro-forma Performance Indicator for the Financial Year underconsideration is less than the Performance Indicator reference no. 2 for thatFinancial Year appearing in the sub-annex 1 of the Common Undertakings, theBorrower will pay the interest due to CDC under each Second Park CDC Loansunder the following terms:

 

(a)                        up to the to the limit of the amountof interest due under the relevant interest payment date (as determined by theinterest payment schedule shown in annex II of each of the Amended and RestatedSecond Park CDC Loans Agreements), equal to the insufficiency ascertained incomparison to Performance Indicator reference no. 2, such interest will beconverted into “**Long-term Subordinated Debt**”the terms and conditions of which shall be determined in a separate agreementto be entered into on this day between CDC and Euro Disney Associés, in theform appearing in Annex III, it being specified that interests thus convertedinto Long-term Subordinated Debt shall be charged on the interests due undereach Second Park CDC Loan, in the following priority order:

 

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

 

(2)                        then, in the case where the amount ofthis 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;

 

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(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 TrancheA non-converted into Long Term Subordinated Debt, this interest will be paid onthe Annual Payment Date in question.

 

The Borrowerand CDC 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 3.2.2.

 

## **3.3**                                        Repaymentof the Principal Amount of Tranche A

 

The PrincipalAmount of Tranche A, as, if applicable, reduced as a result of prepayment inaccordance with Article 4 (*Prepayment at theOption of the Borrower*) will be repaid in one amount on 31 December2014, pursuant to the repayment schedule set forth in Annex II.

####  

## **3.4**                                        Paymentand repayment terms

 

The paymentand repayment of any sums due under Tranche A 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**                                        Defaultinterest

 

If any amountdue to CDC under this agreement is not paid on its due date, interest willaccrue on a daily basis on this unpaid amount from its 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 of Default*) below.

 

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As of the dateat which all amounts due to the Borrower in relation to the FinancingAgreements, excluding the Agreement on the Granting of the Ordinary Loans andthe Agreement on the Granting of the Participating Loans, have been repaid, thedefault interest due under this agreement will be annually capitalized inaccordance with the provisions of article 1154 of the French Civil Code.

 

# **ARTICLE 4**.                                              PREPAYMENT AT THE OPTION OF THE BORROWER

 

## **4.1**                                        Prepayment

 

### **Subject tocompliance with the provisions of the Subordination Agreement, the Borrowermay, provided it gives at least thirty (30) days written notice to CDC, prepayall or part of Tranche A.**

 

Any prepaymentwill automatically result in the simultaneous and proportional repayment of theother Second Park CDC Loans.

 

### **Subject tothe provisions of Article 3 (*Payment ofInterest – Repayment of Principal)*any prepayment of a principalamount must be accompanied by the payment of the accrued interest on theprincipal amount repaid up to the value date of this prepayment. This interestwill be calculated on the basis of the exact number of days based on a year of365 or 366 days, as applicable.**

 

## **4.2**                                        Any repayment, whether early or not, of any principal amount will befinal and the Borrower will not be able to reborrow, under this agreement, theamount thus repaid.

 

## **4.3**                                        It is specified that the provisions of article 5 (*Prepayment*) of the Amended and RestatedCommon Agreement are not applicable to Tranche A.

 

## **4.4**                                        Penaltyfor prepayment at the option of the Borrower

 

If theBorrower opts to make a prepayment in accordance with the provisions of Article4.1 (*Prepayment*), the Borrowerwill pay CDC not only the accrued interest stated under Article 4.1 (*Prepayment)* but also a prepayment penaltycorresponding to the amount of interest that would be payable for a period ofninety (90) days at a rate of 5.15% per annum on the principal amount prepaid.

 

This penaltywill be payable on the date of the prepayment in question.

 

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# **ARTICLE 5**.                                              REPRESENTATIONS AND WARRANTIES

 

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

 

## **5.1**                                        It is a properly constituted company existing legitimately under Frenchlaw, it has the capacity to perform its activities as it does now, to enterinto this agreement and to fulfil its obligations arising herefrom;

 

## **5.2**                                        Its manager is duly authorised to sign this agreement;

 

## **5.3**                                        The signing of this agreement and thefulfilment 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 a legal,valid and binding covenant for the Borrower concerned, in accordance with theterms thereof;

 

## **5.5**                                        No authorisation is required from any publicauthority for the repayment of the principal, the payment of interest and othercosts inherent in this agreement;

 

## **5.6**                                        No legal proceedings before a judicial,administrative or arbitration court in France or abroad are in progress or, tothe knowledge of the Borrower concerned, about to be brought which mightprevent or prohibit the signing or performance of this agreement by theBorrower or which might affect its legal capacity to assume its obligationsunder this agreement.

 

# **ARTICLE 6**.                                              COVENANTS

 

## **6.1**                                        Positivecovenants

 

Until allamounts owed under this agreement are repaid in full, the Borrowers undertakethe following 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 foreseen as a result of the Transfer and expresslyconsents to the transfer of this agreement to Euro Disney Associés;

 

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#### (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, startingas of the completion of the Transfer, within fifteen (15) days of these beingapproved by Euro Disney’s S.C.A shareholders, the consolidated accounts andconsolidated 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

 

(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 (*PositiveCovenants*) of the Agreement on the Granting of Ordinary Loans,starting as of the date at which all amounts due by the Borrower under theSenior Financings, except for the Agreement on the Granting of ParticipatingLoans and the Agreement on the Granting of Ordinary Loans, will have had beenpaid, the Borrower shall respect his obligations arising from the Amended andRestated Common Agreement or the Common Undertakings.

 

## **6.2**                                        Negativecovenants

 

Until allamounts owed under this agreement are repaid in full, the Borrower covenantsnot to merge with another company without the prior approval of CDC. Suchapproval cannot be refused if:

 

##### *(i)*                          the entity resulting from thismerger takes over the full debt contracted or due to be contracted by virtue ofthis agreement by the Borrower; and

 

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

 

##### *(iii)*                    the entity resulting from themerger is authorised, under the terms of the Master Agreement, to operate theProject;

 

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it being however stated that CDC expressly authorises Euro Disney S.C.A.to make the Transfer.

 

# **ARTICLE 7**.                                              SUBORDINATION

 

## **7.1**                                        In the event of a court-ordered liquidation or any other procedure whichmay replace such liquidation in the future relating to the Borrower and withoutthereby jeopardising the effects of the mortgage granted under the conditionsstated in Article 8 (*Mortgage Allocation*)of this agreement, the rights of CDC to the repayment of the principal andpayment of interest relating to Tranche A will be subject to the prior paymentof all sums owed to creditors under S.C.A. Senior Funding.

 

## **7.2**                                        In addition,

 

##### *(i)*                          if the payment of any amount in interest or in principal due andpayable under Senior Funding is not made on the correct date, the due date ofthe payment of any amount due under Tranche A in interest or principal will bedeferred until the date on which this payment default under the Senior Fundingin question ceases to exist or until the date on which, despite thecontinuation of this payment default, the lender or lenders of the SeniorFunding agree that the payment of this amount in interest and in principal dueunder Tranche A be made. However, the option to accept such payment will not bebeneficial to CDC;

 

##### *(ii)*                       if the manager of the Borrower can prove, under the conditions statedin Article 2.3.2 of the Subordination Agreement, that the Free Cash Flow on anAnnual Payment Date is insufficient, after payment of the sums due and payableto CDC under Tranche A at that Annual Payment Date, to pay the sums due underthe Senior Funding during the six (6) months following this Annual Payment Date(the “**Period**”), the due date ofthe payment of the portion of the amount in interest or in principal due underTranche A, equal to the amount of the Insufficient Free Cash Flow, will bedeferred until the date on which the level of Free Cash Flow allows payment tobe made in respect of:

 

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

 

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

 

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## **7.3**                                        Provided that any amount due and payable under the Senior Funding is paidin full, the payment of all sums owed under Tranche A must be made prior to anypayment under any participating security issued by the Borrower and any capitalsecurity of the Borrower whatsoever.

 

## **7.4**                                        Interestrates applicable in the event of the deferral of the due date

 

If any amountdue to CDC under Tranche A (other than an amount of interest accrued on anamount whose due date has been deferred in accordance with Article 7.2) is notpaid on its normal due date and this due date is deferred in time pursuant tothe provisions 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:

 

Tj = [thehigher of the following two rates:

 

##### *(i)*                          EURIBOR for the Interest Period in question plus two percent (2%) perannum; or

 

##### *(ii)*                       5.15% per annum]

 

+

 

[a x 0.30% per annum]

 

where a is the whole number of years elapsed between the beginning of thedeferral and the first day of each Interest Period concerned (inclusive).

 

The interestat the rate 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 firstInterest Period will begin to accrue from the day following the deferral dateof the sums, the payability of which has been deferred by virtue of Article 7.2above, and the following Interest Periods will begin to accrue from the end ofthe immediately preceding Interest Period.

 

## **7.5**                                        The provisions of Articles 7.1 and 7.2 will cease to apply with effectfrom the date on which all the sums due under the Senior Funding other than thePhase I CDC Loans are fully repaid.

 

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# **ARTICLE 8.**                                              MORTGAGE ALLOCATION

 

It is notedthat in order to guarantee up to a maximum of three hundred and eighty-onemillion one hundred and twenty-two thousand euros (€381,122,000), the paymentof all sums due by the Borrower to CDC under the CDC Loans Second Park, theBorrower has granted to CDC a senior mortgage against the land forming theSecond Park made up of the following lots: AT2.1, AT2.3 and AT2.4, whichextends and will continue to extend to the buildings built or to be built onthis land (said land and buildings being referred to collectively as the “**Encumbered Properties**”).

 

This mortgagehas given rise to the signing of a mortgage allocation deed received by MaîtreBertrand Lacourte, Notary, dated 31 January 2000, such instrument stipulatingthat the mortgage will be created on 31 December 2016 and that it may not underany circumstances be registered at the Registrar of Mortgages**prior to this date. The Borrowercovenants to do the necessary, at his own expenses, so that CDC benefits fromthis mortgage in terms similar to the abovementioned terms, in guaranty of theSecond Park CDC Loan (including Tranche E) as amended pursuant to this agreement,and the other Amended and Restated Second Park CDC Loan 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*tothe latter without the prior written consent of CDC. It is noted that thiscovenant is the subject of a separate agreement inserted into the purchaseinstrument drawn up on 31 January 2000 between EPAFRANCE and the Borrowerrelating to the above-mentioned land in which instrument CDC is the beneficiaryof said covenant. It is further noted that this separate agreement waspublished in the Registrar of Mortgages simultaneous to the purchaseinstrument.

 

The Borrowerwill bear all costs, fees and emoluments relating to the creation of thismortgage and its registration in the Registrar of Mortgages.

 

# **ARTICLE 9.**                                              LENDERS’ MEETING

 

If it appearsfrom the 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.

 

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# **ARTICLE 10.**                                       EVENTS OF DEFAULT

 

## **10.1**                                 Definitionof Events of Default

 

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

 

#### (a)                        any principal or interest amount dueto CDC under Tranche A 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 representations orwarranties made or given under this agreement is not observed or proves to beincorrect;

 

#### (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 the Borrowerordering the Borrower to pay a sum greater than seventy six million two hundredthousand euros (€76,200,000) and the Borrower does not make the payment withinthirty (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 priorconsent of CDC and the effect of contracting such indebtedness renders theratio Debt/Consolidated Equity Capital superior to 1 at the date of making thefunds available; it being specified that the Borrower may remedy this Event ofDefault within a 30-day period starting as of the date of notification of theBorrower.

 

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## **10.2**                                 Consequencesof Events of Default

 

If an Event ofDefault occurs, CDC may, provided it complies with the provisions of theSubordination Agreement, declare the total outstanding amount of the CDC LoansAgreements Second Park granted to be immediately payable, fifteen (15) daysafter notification regarding an Event of Default has been sent to the Borrowerconcerned, except in the case of a violation of the ratios set out in article 2of the Common Undertakings for the Financial Year N, it being specified that insuch case, CDC will not have the right to notify the accelerated maturity ofthe CDC Loans Agreements Second Park before 30 January of the Financial YearN+1 or, in case of a change in the accounting principles and rules, before 28February of Financial Year N+1, provided that such violation is remedied in thefollowing conditions and time limits:

 

Euro DisneyAssociés may restore, as applicable, the amount of DSCR or Forecast DSCR (assuch terms are defined in the Common Undertakings) through either (i) atransfer of new liquidities under the form of equity capital or SubordinatedDebt (as such terms are defined in the Common Undertakings) of Euro DisneyAssociés or (ii) a discharge of receivables (inclusive or not of a “return tobetter 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 RestoredAmount (to be added to the numerator pursuant to the calculation of the DSCRand the Forecast DSCR) will be equal to the higher of:

 

(i)                                             the Restored Amount having for effectto restore the DSCR; and

 

(ii)                                          the Restored Amount having for effectto restore the Forecast DSCR.

 

The treasuryof Euro Disney Associés will have to have entirely benefited from the RestoredAmount by 30 January of the Financial Year N+1 at the latest, or in case of achange in accounting principles and rules, by 28 February of the Financial YearN+1 at the latest.

 

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## **10.3**                                 Penalties

 

If CDC shoulddemand repayment of Tranche A due to the occurrence of an Event of Default asdefined in Article 10.1 (f), the Borrower shall pay CDC under Tranche A, apenalty equal to six million ninety-eight thousand euros (€6,098,000).

 

This penaltywill be payable on two dates, one half fifteen (15) days after the notificationstated in Article 10.1 (*Consequences ofEvents of Default*) and the other half on the first anniversary dateof that same notification.

 

# **ARTICLE 11.**                                       CONFIDENTIALITY

 

## **11.1**                                 CDC must regard as confidential, and therefore not disclose in any way tothird parties other than his consultants or Government officials, any data,information or reports that have been provided under this agreement by theBorrower, by any entity directly or indirectly affiliated to the Borrower, orby one of the agents, representatives or consultants of the Borrower. and CDC cannot disclose to third parties any of these data,information or reports without the prior written agreement of the Borrower,which may refuse to give such agreement at its discretion except where:

 

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

 

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

 

##### *(iii)*                    suchdisclosure is required by a court having jurisdiction; or

 

##### *(iv)*                   suchdisclosure is explicitly authorised by virtue of any provision of this****agreement.

 

## **11.2**                                 CDC must take all necessary measures to ensure that confidential data andinformation provided to it under this agreement by the Borrower, data andinformation which must be brought to the attention of its employees, will onlybe disclosed for the sole purposes of facilitating the management of thisagreement and, in all cases, on condition that such data or information isregarded as strictly confidential by those employees.

 

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## **11.3**                                 The provisions of this Article 11 (*Confidentiality*)will be binding on CDC subsequent to the date on which all sums owed by theBorrower to CDC by virtue of this agreement have been paid and repaid.

 

 

# **ARTICLE 12.**                                       MISCELLANEOUS PROVISIONS

 

## **12.1**                                 Applicablelaw – Election of jurisdiction

 

This agreementwill be governed by French law and construed in accordance therewith.

 

Any disputearising from this agreement or its interpretation will be subject to theexclusive jurisdiction of the competent courts situated within the area ofjurisdiction of the Paris Court of Appeal.

 

## **12.2**                                 Expenses

 

The Borroweragrees to pay the reasonable expenses incurred by CDC in preparing thisagreement or any supplemental agreement hereto upon presentation of justifyingdocumentation.

 

## **12.3**                                 Cumulativerights and non-waiver

 

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

 

## **12.4**                                 Notifications

 

Anycommunication, request or notification to be made in accordance with thisagreement or will be written or made in French and will be regarded as valid ifit is submitted in writing or sent by fax and confirmed by registered letterwith acknowledgement of receipt to the other party at the addresses indicatedbelow. Communications, requests or notifications made in accordance with theprovisions of this Article will be sent:

 

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•                  to the Borrower at:

 

**EURO DISNEY S.C.A.****or as of the Realisation of Capital Increase Date, EURODISNEY ASSOCIES S.C.A.:**

ImmeublesAdministratifs [Administrative Buildings]

RouteNationale 34

77000 Chessy

 

Attn.:DirectionFinancements et Achats [Finance andProcurement Department]

 

Fax: 01 64 74 56 36.

 

•                  to CDC at:

 

**LA CAISSE DES DÉPÔTS ETCONSIGNATIONS**

Direction des Fonds d’Épargne [SavingsFunds Department]

72 avenue Pierre Mendès France

75914 Paris Cedex 13

 

Attn.: Direction Financière [FinanceDepartment]

 

Fax: 01 58 50 07 48.

 

Any amendmentto the above details will only be opposable after notification.

 

For thepurpose of calculating any time period under the terms of this agreement, thefirst day that will be used will be the date of receipt by the recipient of theregistered letter with acknowledgement of receipt stated above.

 

## **12.5**                                 Independenceof clauses

 

Even if any ofthe provisions of this agreement are held to be null and void or unenforceablein accordance with the applicable law, the validity, legality andenforceability of the remaining provisions of this agreement will not in anyway be affected.

 

## **12.6**                                 Bindingeffect and termination

 

This agreementwill be binding on and will inure to the benefit of the Borrower and CDC, aswell as their respective successors or assignees.

 

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In the absenceof the Realisation of the Capital Increase or the failure to complete theTransfer by 31 March 2005:

 

#### (a)                        the parties to this Agreement willconsult each other for a period of thirty (30) days (the **“Time Period**”) for the purpose of finding asolution to the situation thus encountered;

 

#### (b)                       if no agreement is reached on theexpiry of the Time Period, the provisions of this agreement will beautomatically terminated, except for the stipulations of the last paragraph ofArticle 3.2.2 (a). Termination will take effect on the date on which the Time Periodends. In such a case, the Second Park CDC Loans  will remain governed by the SecondPark CDC Loans Agreements (integrating the Amendments) and the CommonAgreement.

 

It has alsobeen agreed 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 ofAgreement, until termination of some of its provisions pursuant to theaforementioned 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.

 

## **12.7**                                 Transfersof rights

 

#### (a)                        The Borrower may not transfer any ofits rights or obligations by virtue of this agreement without obtaining priorwritten agreement from CDC, it being specified, however, that in accordancewith the Transfer, CDC authorises Euro Disney S.C.A. to transfer its rights andobligations arising from this agreement to Euro Disney Associés.

 

If theTransfer is made, the Borrower and CDC agree to sign any supplemental agreementto this agreement and any relevant document which proved to be necessary ordesirable in order to record Euro Disney Associés’s takeover of all theBorrower’s covenants under this agreement and any related document. TheBorrower guarantee the observance of this covenant byEuro Disney Associés.

 

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#### (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 1January 2005, CDC may freely transfer any of its rights or obligations to afinancial institution, or any other company created specifically to thiseffect, that has a minimum of one branch in one of the countries where thelegal tender on the envisaged transfer date is the euro, provided thisfinancial institution on the date of transfer has a rating equal to or greaterthan A in the system used by Standard & Poor’s or an equivalent level inother international rating systems, subject to the following conditions: (i)the financial institution or the concerned entity shall accede to all theprovisions of this agreement and (ii) CDC shall notify the Borrower pursuant toArticle 12.4 (*Notifications*).

 

## **12.8**                                 Absenceof Novation

 

This agreementshall not operate novation of the debt resulting from the Second Park CDC Loansand more specifically Tranche A, which Second Park CDC Loans terms shall remain unchanged (subject to the modifications madeaccording to the terms of this agreement) notwithstanding the changes made tothe Second Park CDC Loans or the creation of Tranche E. This agreement has beenentered into in view of setting forth in a sole agreement, the Agreement Aincorporating the Amendments or any necessary change made pursuant to paragraph(G) of the introduction of this agreement.

 

## **12.9**                        GlobalEffective Rate

 

In order to meet the requirements of Articles L. 313–1 and L. 313–2 ofthe French Consumer Code and for this purpose only, CDC declares, by way ofexample, to the Borrower, which accepts, that the Global Effective Rateapplicable to Tranche A, on the basis of a year comprising three hundred andsixty-five (365) days, will be:

 

4.68 % per annum,

 

This Global Effective Rate has been calculated on the basis of:

 

•                  A rate of 5.15 % per annum; and

 

•                  a Tranche A of a principal amount on the Date ofSigning of seventy six million two hundred twenty four thousand and fourhundred euros (76,224,400 €), drawn and used in its entirety on the Dateof Signing.

 

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Made in Paris, on the 1st of December 2004,

In three (3) original copies.

 
| For the Borrower:                                   | ** ** |
|-----------------------------------------------------|------------|
| ** **                                          |
| **EURO DISNEY S.C.A.**                              |
|                                                |
| By:                                                 |       |   |
| Name: Jeffrey R. Speed                              |
|                                                |
| For CDC:                                            |       |
|                                                |
| **LA CAISSE DES DÉPÔTS ET CONSIGNATIONS** |
|                                                |
| By:                                                 |       |   |
| Name: Jean  François de Caffarelli             |
|                                                     |            |  |  |  |

 

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**ANNEX I**

 

**FORM OFSUBORDINATION AGREEMENT**

 

[SeeExhibit 4.18 to the Form 20-f]

 

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**ANNEX IIREPAYMENT AND INTEREST PAYMENT SCHEDULE OF TRANCHE A**

 

**CAISSE DES DEPÔTS ET CONSIGNATIONS**

** **

**DIRECTION DES FONDS D’EPARGNE**

** **
| **REPAYMENT SCHEDULE**                                         | ** **                         | ** **        | ** **    | ** **                  |
|----------------------------------------------------------------|------------------------------------|-------------------|---------------|-----------------------------|
| ** **                                                     | ** **                         | ** **        | ** **    | ** **                  |
| **Tranche A**                                                  | ** **                         | ** **        | ** **    | ** **                  |
| ** **                                                     | ** **                         | ** **        | ** **    | ** **                  |
| **Contract’s number before the  2004 restructuring :**    | ** **                         | **1 000 552**     | ** **    | **SECOND  PARK LOAN**       |
| ** **                                                     | **After the 2004 restructuring :** | ** **        | **1 xxx xxx** | ** **                  | ** ** |
| **Borrower’s number :**                                   | ** **                         | **000 123 609**   | ** **    | **EURO  DISNEYLAND S.C.A.** |
| ** **                                                     | ** **                         | ** **        | ** **    | ** **                  |
| **Principal initial amount :**                                 | ** **                         | **76,224,400.00** | ** **    | **euros**                   |
| **Effective Global Rate on the :**                             | **12/31/03**                       | ** **        | **4.68%**     | ** **                  | ** ** |
| **Annual facial rate before  renunciation to the interests :** | ** **                         | **5.15%**         | ** **    | ** **                  |
|                                                                |                                    |                   |               |                             |  |  |

 
| **Maturity  date** | ** ** | **Annual  rate** | ** ** | **Principal  outstanding  amount before  maturity** | ** ** | **Repayment**     | ** ** | **Interests**    | ** ** | **Total  due  on maturity** | ** ** |
|--------------------|------------|------------------|------------|-----------------------------------------------------|------------|-------------------|------------|------------------|------------|-----------------------------|------------|
| **12/31/2004**     | ** ** | **4.49**         | **%**      | **76,224,400.00**                                   | ** ** | **0.00**          | ** ** | **3,425,556.60** | ** ** | **3,425,556.60**            | ** ** |
| **12/31/2005**     | ** ** | **4.49**         | **%**      | **76,224,400.00**                                   | ** ** | **0.00**          | ** ** | **3,425,556.60** | ** ** | **3,425,556.60**            | ** ** |
| **12/31/2006**     | ** ** | **4.49**         | **%**      | **76,224,400.00**                                   | ** ** | **0.00**          | ** ** | **3,425,556.60** | ** ** | **3,425,556.60**            | ** ** |
| **12/31/2007**     | ** ** | **4.49**         | **%**      | **76,224,400.00**                                   | ** ** | **0.00**          | ** ** | **3,425,556.60** | ** ** | **3,425,556.60**            | ** ** |
| **12/31/2008**     | ** ** | **4.49**         | **%**      | **76,224,400.00**                                   | ** ** | **0.00**          | ** ** | **3,425,556.60** | ** ** | **3,425,556.60**            | ** ** |
| **12/31/2009**     | ** ** | **4.49**         | **%**      | **76,224,400.00**                                   | ** ** | **0.00**          | ** ** | **3,425,556.60** | ** ** | **3,425,556.60**            | ** ** |
| **12/31/2010**     | ** ** | **4.49**         | **%**      | **76,224,400.00**                                   | ** ** | **0.00**          | ** ** | **3,425,556.60** | ** ** | **3,425,556.60**            | ** ** |
| **12/31/2011**     | ** ** | **4.49**         | **%**      | **76,224,400.00**                                   | ** ** | **0.00**          | ** ** | **3,425,556.60** | ** ** | **3,425,556.60**            | ** ** |
| **12/31/2012**     | ** ** | **5.15**         | **%**      | **76,224,400.00**                                   | ** ** | **0.00**          | ** ** | **3,925,556.60** | ** ** | **3,925,556.60**            | ** ** |
| **12/31/2013**     | ** ** | **5.15**         | **%**      | **76,224,400.00**                                   | ** ** | **0.00**          | ** ** | **3,925,556.60** | ** ** | **3,925,556.60**            | ** ** |
| **12/31/2014**     | ** ** | **5.15**         | **%**      | **76,224,400.00**                                   | ** ** | **76,224,400.00** | ** ** | **3,925,556.60** | ** ** | **80,149,956.60**           | ** ** |

 

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**ANNEX III**

 

**FORMOF AGREEMENT CONTAINING THE TERMS AND CONDITIONS APPLICABLE TO THE LONG TERMSUBORDINATED DEBT**

 

[See Exhibit 4.28 of the Form 20-f]

 

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