**Exhibit 4.26**

 

**AMENDED ANDRESTATED LOAN AGREEMENT**

 

**TRANCHE D**

 

 

**DATED 1 DECEMBER 2004**

 

**BETWEEN**

 

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

 

asBorrower

 

**AND**

 

**LA CAISSE DES DÉPÔTS ETCONSIGNATIONS.**

 

asLender

 

 

 

**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 DISNEYS.C.A.**, a *sociétéen commandite par actions*[French limited partnership] with a share capital of 10,826,802.92 euros, which registered office isat Immeubles Administratifs, Route Nationale 34, 77700 Chessy, entered in theMeaux Trade Register under number 334 173 887, represented by Mr. Jeffrey R.Speed, duly authorised for the purpose hereof,

 

hereinafter “**Euro Disney S.C.A.**”, anduntil the completion of the Transfer, the “**Borrower**”

 

**2.         LA CAISSE DESDÉPÔTS ET CONSIGNATIONS**, an *établissement public à statut spécial*[special statuspublic corporation] constituted pursuant to thelaw of 28 April 1816, codified under article L. 518-7 *et seq.* of the monetary and financialCode,, which main office is situated at 56, rue de Lille, 75007 Paris,represented by Mr. Jean François de Caffarelli, duly authorised for the purposehereof,

 

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**   | Form  of Subordination Agreement                                                                      |
|---------------|-------------------------------------------------------------------------------------------------------|
| ** **    |                                                                                                  |
| **ANNEX II**  | Repayment  and interest payment schedule of Tranche D                                                 |
| ** **    |                                                                                                  |
| **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 of theAgreement entitled “Agreement For the Creation and Operation of Euro Disneylandin France” entered into with the French Government on 24 March 1987, as amended(the “**Master Agreement**”), EuroDisney 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 implementation ofphase I of the Project, CDC granted the IA Borrowers loans including ordinaryloans and participating loans in accordance with the terms and conditions ofthe Master Agreement (and notably Article 18 thereof and Annex 18 thereof asmodified by the supplemental agreements dated 30 December 1994 and 1 December2004) 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 Agreement on the Granting of ParticipatingLoans and the Agreement on the Granting of Ordinary Loans are hereinaftercollectively referred to as the “**Phase I CDCLoans”.**

 

**(C)      **Pursuant to an agreement dated 10 August 1994, a common agreement wasentered into among the banks party to the Phase IA Loan Agreement, CDC, thepartners of Euro Disneyland S.N.C. party to the Phase IA Partners AdvancesAgreement, the banks party to the Phase IB Loan Agreement, the partners of theHotel SNCs and the lenders party to the Phase IB Advances Agreement on the onehand (the “**Creditors**”), BNP****Paribas and Calyon as agents on the otherhand and Euro Disney S.C.A., Euro Disneyland S.N.C. and other companies of theEuro Disney Group (the “**Common Agreement**”).

 

The various provisions of the common agreementinclude a certain number of Common Undertakings signed by Euro Disney S.C.A.,Euro Disneyland S.N.C. and other companies of the Euro Disney Group vis-à-visthe Creditors. The Common Agreement dated 10 August 1994 has been updated in anew agreement dated today which replaces the initial agreement (the “**Amended and Restated Common Agreement**”).

 

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

 

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To this end, CDC agreed to grant the Borrowerfinancing (the “**Financing**”) madeup of four loans (the **“Second Park CDC Loans”)**as described below:

 

•       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;

 

•       a second loan representing 20% of theTotal 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% of theTotal 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 “**Agreement D**”)**;**

 

the four aforementioned agreements, including the Agreement D, shall bereferred to hereinafter as the “**Second ParkCDC Loans Agreements**.”

 

It being specified that certain changes havebeen brought to the Second Park CDC Loans Agreements pursuant to an amendmentagreement dated as of 18 November 2002 (the “**Amendments**”).

 

**(E)**        As a result of financial difficultiesexperienced by the Euro Disney Group, Euro Disney S.C.A, Euro DisneylandS.N.C., EDL Hôtels S.C.A., the Hotel SNCs, The Walt Disney Company, CDC alongwith the banks party to the Phase IA Loan Agreement, the banks party to thePhase IB Loan Agreement and the Phase IA Partners and the Phase IB Lenders, asrepresented by their respective agents BNP Paribas and Calyon, came togetherwith a view to drawing up, on 8 June 2004, a memorandum of agreement for thepurpose of agreeing on the necessary measures for restoring its financialbalance the terms of which had been approved by the steering committee thenamended pursuant to a letter dated 20 September 2004 addressed by Euro DisneyS.C.A. to CDC as well as the Phase IA Banks, the Phase IB Banks, the Phase IAPartners and the Phase IB Lenders, said memorandum as amended by theaforementioned 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 Memorandum ofAgreement in relation to the Second Park CDC Loans is to provide for:

 

(i)         new terms forthe payment of interest owed by the Borrower under the Second Park CDC Loans on31 December 2004;

 

(ii)        the granting to the Borrower of a newloan 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 Disney S.C.A. toEuro Disney Associés of the Second Park CDC Loans on the date of the transferagreed between Euro Disney S.C.A. and Euro Disney Associés (subject to therules governing demergers and without entailing a squeeze out) for all oralmost all the assets and liabilities of Euro Disney S.C.A. to Euro Disney Associésunder the contribution agreement entered into between Euro Disney S.C.A. andEuro Disney Associés on 30 September 2004, as amended on 8 November 2004 (the “**Transfer**”);

 

(iv)       a release ofdebt by CDC in an amount of €2,500,000 per annum under the interest due on theSecond Park CDC Loans for the financial years 2005 to 2012; and

 

(v)        a mechanism forthe deferred payment of the interest owed to CDC under the Second Park CDCLoans for financial years 2005 to 2014 based on whether or not the ReferencePerformance Indicator is achieved.

 

**(G)**       As a consequence of the execution of theMemorandum Agreement and for the purpose of implementing it, the Second ParkCDC Loans Agreement will have to be amended; in addition, the parties heretowish to dispose of a version of the Second Park CDC Loans Agreement inclusiveof the Amendments, the creation of a Tranche E and that deletes from its textany historic 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.

 

**(H)      **The purpose of this agreement is to materially integrate in theAgreement D the amendments set forth in paragraph (G) above and to restate theAgreement D in all its provisions that have not been amended by this agreement.

 

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**NOW THEREFORE THE PARTIES AGREE ASFOLLOWS**

 

 

**ARTICLE 1****.**  **DEFINITIONS**

 

The words and expressions defined below will have thefollowing 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 D**”has the meaning given to it in the introduction to this agreement.

 

“**Agreement****E**” means the loan agreement underTranche E that Euro Disney Associés and the CDC must enter into just before orat the same time as the Realisation of Capital Increase.

 

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

 

“**Agreement on theGranting of Participating Loans”**has the meaning given to it in theintroduction to this agreement.

 

“**Amended andRestated Agreement D**” means this agreement dated as of the datehereof between the Borrower and CDC pertaining to Tranche D, incorporating theAmendments and amending and restating Agreement D pursuant to the terms ofparagraph (G) of the introduction of 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 D, governing the Tranche A, the Tranche B,the Tranche C and the Tranche D pursuant to the terms of four agreements datedas of the date hereof between the Borrower and CDC and pursuant to the terms ofan agreement to be entered into just before or at the same time as theRealisation of Capital Increase (namely, the Agreement E governing the TrancheE), as amended and restated pursuant to paragraph (G) of the introduction tothis agreement.

 

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

 

**“Annual Payment Date”**means (i) over the period starting as of the Signature Date and endingon 31 December 2016 (included), the fifth Working Day following the date onwhich the Agents received the Performance Indicator Report verified andconfirmed or, as applicable, validated by the Expert, in accordance with theprovisions of sub-annex 2 (*PerformanceIndicator Determination*) of the Common Undertakings and not beforethe 31 December following the end of the Financial Year in question and (ii)starting as of 1 January 2017, 30 October of each year; it being howeverunderstood that if an Annual Payment Date falls on a non-Working Day, theAnnual Payment Date will be deferred 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 from completion of the Transfer it shall mean EuroDisney Associés.

 

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

 

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

 

“**Consolidated EquityCapital”**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.

 

“**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 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)         SeniorFunding,

 

(ii)        SecondPark CDC Loans,

 

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

 

(iv)      debts previously incurred in accordance with the termsdefined in Article 10.1 (g), and

 

(v)       all other securities representing a debt, plus the principalamount of this Envisaged Debt.

 

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

 

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

 

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

 

“**EURIBOR**”means, in relation to any Interest Period under Tranche D, 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 said 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.

 

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If this rate is not displayed on the TELERATE screenor the EURIBOR page of Reuters, it will be replaced by a rate calculated byCDC, which equals the arithmetic average (rounded up, where necessary, to thenext sixteenth of a percent) of the annual rates quoted at the request of CDCby the Reference Banks at around 15h00 (Brussels time) two (2) Target Daysbefore the first day of the Interest Period in question (or if this date ofcalculation is not a Working Day, the first Working Day which is at least two(2) Target Days before the first day of this Interest Period) on which depositsin euro are offered by the Reference Banks to leading banks in the euro zoneinterbank market for a period of time equal to the Interest Period in questionand starting on the first day of this Interest Period and for an amountcomparable to the amount to be financed, it being specified that if a ReferenceBank does not quote rates at the request of CDC, this rate will be determinedby CDC under the conditions laid down in this paragraph on the basis of therates quoted by at least two other Reference Banks. If no Reference Bank quotesrates at the request of CDC, or if just one Reference Bank does so, theinterest rate to be applied for the Interest Period in question will be CDC’scost of refinancing on the interbank market for the sums for which the EURIBORis applied on the date at which the interest rate is determined..

 

“**Euro DisneyAssociés**” means Euro Disney Associés, a *société en commandite par actions*[French limitedpartnership] with a share capital of**€109,997,848.20 whose registeredoffice is at Immeubles Administratifs, Route Nationale 34, 77700 Chessy,entered in the Meaux Trade Register under number 397 471 822, acompany 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 present and future affiliates.

 

“**Event of default”**hasthe 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.

 

“**Financial Year**”means the period N starting on 1 October of the calendar year N-1 and ending on30 September of calendar year N. For example, the 2004 Financial Year starts on1 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)         PhaseIA Credit Agreement;

 

(ii)        Agreementon the Granting of Ordinary Loans;

 

(iii)       Agreementon the Granting of Participating Loans;

 

(iv)      Phase IA Partners Advances Agreement;

 

(v)       PhaseIB Credit Agreement; and

 

(vi)      Phase IB Advances Agreement.

 

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“**Free Cash Flow”**meansthe sum of:

 

(i)         all available or immediately realisableassets held by Euro Disney Associés or any subsidiary controlled by it withinthe 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 of operating expenses of EuroDisney S.C.A. as budgeted for the current financial year, within the limits of5,000,000 euros (net of tax) for a financial year, it being understood thatsaid budget is likely to vary starting as of the Financial Year 2006, up to thelimit of an equivalent annual inflation amount, the amount of said operatingexpenses will have to be notified by Euro Disney Associés to CDC at the lateston the 15th of November of every year.

 

“**Hotel SNCs**”means the following *sociétés en nomcollectif*[general partnerships]:Hôtel New York Associés S.N.C., Newport Bay Club Associés S.N.C., Sequoia LodgeAssociés 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.

 

“**Initial ConclusionDate**” means the date on which the Agreement A is signed, namely 30September 1999.

 

“**Insufficient FreeCash 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, asdefined in Article 7.2 (ii) following that date on the other hand.

 

“**Interest Period**”****means for the purpose of calculating theinterest specified in Article 3.5 (*DefaultInterest*)****and inArticle 7.4 (*Rate of Interest Applicable inthe Event of the Deferral of the Due Date*),**an interest period of three (3) months,it being understood that the first day of each Interest Period will be 1January, 1 April, 1 July and 1 October of each year.

 

“**Common Undertakings**”means the covenants listed in Annex V of the Amended and Restated CommonAgreement as amended by supplemental agreement, in connection with anyauthorisation or waiver granted in accordance with the Amended and RestatedCommon Agreement.

 

“**Leasing Agreement**”means the lease agreement dated 30 June 1994 relating to certain assets asentered into by Euro Disneyland S.N.C. in the capacity of lessor and EuroDisney Associés, in its capacity as lessee, as modified by supplementalagreements.

 

“**Long-TermSubordinated Debt**” means any sum owed in particular by the Borrowerin respect of the Amended and Restated Second Park CDC Loan Agreements, whichmay not be paid before the date on which all the sums due in respect of theFinancing Agreements have been paid in full.

 

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

 

“**Memorandum ofAgreement**” has the meaning given to it in this 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*).

 

“**Phase IA Banks**”****means the banks and financial institutionsparty to the Phase IA Credit Agreement**.**

 

“**Phase IA CreditAgreement**” means the multi-currency credit facility agreement dated5 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 the 1 December 2004.

 

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

 

“**Phase IA PartnersAdvances**” means the subordinated loans granted by the partners ofEuro Disneyland S.N.C. to the latter in accordance with the Phase IA PartnersAdvances Agreement.

 

“**Phase IA PartnersAdvances Agreement**” means the partners advances agreement dated 26April 1989 between Euro Disneyland S.N.C. and its partners as amended andrestated as of 1 December 2004.

 

“**Phase IB Advances**”****means the loans granted by the partners ofthe Hotel SNCs created for the requirements of phase IB of the Project to theHotel SNCs in accordance with the Phase IB Advances Agreement.

 

“**Phase IB AdvancesAgreement**” means the agreement dated 26 April 1991 between EDLHôtels 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 IB Banks**”****means the banks and financial institutionsparty to the Phase IB Credit Agreement**.**

 

“**Phase IB CreditAgreement**” means the credit facility agreement dated 25 March 1991between EDL Hôtels S.C.A., the Hotel SNCs, and the Phase IB Banks, as amendedand restated the 1 December 2004.

 

“**Phase IB Lenders**”****means the banks and financial institutionsparty to the Phase IB Advances Agreement**.**

 

“**Phase****I CDC Loans**” has the meaning given to itin the introduction to this agreement.

 

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“**Principal Amount ofTranche D**” means:

 

(i)         on the Initial Conclusion Date, the principal amount of €114 336 600;

 

(ii)        on the Date of Signing, the principal amount of €114 336 600;

 

(iii)       subsequently, atany time, the outstanding principal amount of Tranche D not repaid by theBorrower.

 

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

 

“**Realisation of theCapital Increase**” means the completion of the capital increase byEuro Disney S.C.A., the gross proceeds of which must equal at least two hundredand fifty million euro (€250,000,000), i.e. the issue, subscription and paymentin full of the issue price of the corresponding new shares.

 

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

 

“**Reference Banks**”means the main branches in Paris of Deutsche Bank AG, BNP Paribas, Calyon andSociété Générale.

 

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

 

“**S.C.A. SeniorFunding**”****means:

 

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

 

(ii)        the CDC Ordinary Loan; and

 

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

 

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

 

“**Second Park CDCLoan Agreements**” has the meaning given to it in the introduction tothis agreement.

 

“**Second Park CDCLoans**” 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.

 

“**Senior Funding**”****means:

 

(i)         the Phase IA Credit Agreement;

 

(ii)        the Phase IB Credit Agreement;

 

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(iii)       the Phase IA Partners Advances Agreement;

 

(iv)      the Phase IB Advances Agreement;

 

(v)       the Phase I CDC Loans; and

 

(vi)      the Leasing Agreement.

 

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

 

“**SubordinationAgreement**” means the subordination agreement, dated 19 October 1999entered into among, *inter alia*,the Agents, Euro Disney S.C.A. and Euro Disney Associés, which will be amendedin accordance with the terms of an agreement dated as of the date hereof, andamended and restated in accordance with the terms of an agreement dated as ofthe date hereof entered into subject to the Realisation of the Capital Increase,substantially in the form attached hereto as Annex I, governing notably theconditions under which CDC may implement the provisions of Article 10 *(Event of default)*of this 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**”****meansthe initial principal amount of the Funding which on the Initial ConclusionDate was three hundred and eight-one million one hundred and twenty twothousand euro (€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 of this agreement.

 

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

 

 

**ARTICLE 2****.**  **AMOUNTOF THE LOAN**

 

On the Initial Conclusion Date, the PrincipalAmount of Tranche D made available to the Borrower by CDC amounted to onehundred fourteen million three hundred and thirty six thousand six hundredeuros (€ 114 336 600), i.e. 30 % of the Total Principal Amount of theFunding at the aforementioned date.

 

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On the Date of Signing, the Principal Amount ofTranche D amounts to one hundred fourteen million three hundred and thirty sixthousand six hundred euro (€ 114 336 600).

 

 

**ARTICLE 3****.**  **PAYMENTOF INTEREST — REPAYMENT OF PRINCIPAL**

 

**3.1**             **Interest**

 

The Principal Amount of Tranche D will bearinterest until the date on which it has been repaid by the Borrower in full, atan interest rate calculated in the manner set forth in the table shown in AnnexII.

 

CDC hereby waives the right to receive interestrelating to Tranche D as determined in Agreement D, to a maximum of sevenhundred fifty thousand euros per annum (€ 750.000.00) solely in respect ofFinancial Years 2005 to 2012, it being specified that the table shown in AnnexII takes into account this waiver.

 

**3.2**             **Methodfor calculating interest payments**

 

**3.2.1**          **Generalprovisions**

 

Subject to the provisions of Article 3.2.2 (*Specific Provisions),*the Borrower willpay CDC on each Annual Payment Date the interest due on the Principal Amount ofTranche D on the basis of the number of exact number of days elapsed, based ona year of 365 or 366 days as applicable, pursuant to the table shown in AnnexII.

 

**3.2.2**          **SpecificProvisions**

 

#### (a)   Interest due inrespect of years 2001 to 2003 **—**Creation of Tranche E

 

The Borrower and CDC agree that no interest dueto CDC on the Principal Amount of Tranche D will be paid by the Borrower forthe years 2001 to 2003.

 

On the Share Capital Increase Date, theinterest to be collected under Tranche D for the years 2001 to 2003, thepayment of which has been deferred pursuant to paragraph 11.02 (ii) ofAgreement D, plus the additional accrued interest at the rate of intereststated in Article 11.04 of Agreement D until the Share Capital Increase Datewill be converted into a loan receivable in principal to become Tranche E ofthe Second Park CDC Loans, repayable in November 2023 and governed by the termsand conditions of Agreement E).

 

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It being understood thatunder no circumstances can payment of the sums stated in the above paragraph bemade until 30 June 2005.

 

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

 

By way of derogation from the generalprovisions, the Borrower and CDC agree that the interest stipulated under theterms of Agreement D due to CDC on 31 December 2004 in respect of 2004 on thePrincipal Amount of Tranche D will be paid at the Share Capital Increase Dateor on 31 December 2004 if the Realisation of the Capital Increase occurs priorto that date.

 

In the event that the Realisation of theCapital Increase or the Transfer does not occur by 31 March 2005 and theparties to the Memorandum of Agreement have not reached an agreement after aperiod of thirty (30) days with effect from that date, the provisions of theabove subparagraph will be automatically cancelled.

 

#### (c)   Interest due in respect of the FinancialYears 2005 to 2014

 

The Borrower and CDC agree that with effectfrom the Financial Year starting the 1 October 2004 until the financial year2014 (included), the interest due to CDC on the Principal Amount of Tranche Deach year will be paid differently depending on the profit as recorded by thePerformance Indicator:

 

(i)               the PerformanceIndicator is equal to or greater than Performance Indicator reference no. 2.

 

Ifthe Performance Indicator or, where applicable, the pro-forma PerformanceIndicator for the Financial Year under consideration is equal to or greaterthan 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;

 

(ii)              thePerformance Indicator is inferior to Performance Indicator reference no. 2.

 

Ifthe Performance Indicator or, where applicable, the pro-forma PerformanceIndicator for the Financial Year under consideration is less than thePerformance Indicator reference no. 2 for that Financial Year appearing in thesub-annex 1 of the Common Undertakings, the Borrower will pay the interest dueto CDC under each Second Park CDC Loans under the following terms:

 

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(a)        up to the to the limit of the amount ofinterest 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 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:

 

(1)        in priority, onthe interests due under Tranche A;

 

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

 

(3)        then, in the case where the amount ofthis 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 amount ofthis 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 amount ofthis 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 ofthe interest of Tranche D non-converted into Long Term Subordinated Debt, thisinterest will be paid on the Annual Payment Date in question.

 

The Borrower and CDC agree to sign an agreementincorporating the terms and conditions applicable to any Long Term SubordinatedDebt in accordance with the form appearing in Annex III, as soon as possible asfrom the date on which a Long Term Subordinated Debt is constituted pursuant tothe stipulations of this Article 3.2.2.

 

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**3.3**             **Repaymentof the Principal Amount of Tranche D**

 

The Principal Amount of Tranche D, as, ifapplicable, reduced as a result of prepayment in accordance with Article 4 (*Prepayment at the Option of the Borrower*)will be repaid in one amount on 30 October 2027, pursuant to the repaymentschedule set forth in Annex II.

####  

**3.4**             **Paymentand repayment terms**

 

The payment and repayment of any sums due underTranche D by the Borrower will be made by transfer to account no. 1155793L 1opened in the name of “Direction des fonds d’épargne” in CDC’s books.

 

**3.5**             **Defaultinterest**

 

If any amount due to CDC under this agreementis not paid on its due date, interest will accrue on a daily basis on thisunpaid amount from its due date until the date on which this amount is actuallypaid at an annual rate equal to the three (3) month EURIBOR rate, plus two percent (2%) per annum. This rate may never be lower than 5.15% per annum and willnot prejudice CDC’s right to make use of the acceleration of maturity asstipulated in article 10 (Events of Default) below.

 

As of the date at which all amounts due to theBorrower in relation to the Financing Agreements, excluding the Agreement onthe Granting of the Ordinary Loans and the Agreement on the Granting of theParticipating Loans, have been repaid, the default interest due under thisagreement will be annually capitalized in accordance with the provisions ofarticle 1154 of the French Civil Code.

 

**ARTICLE 4****.**  **PREPAYMENTAT THE OPTION OF THE BORROWER**

 

**4.1**             **Prepayment**

 

Subject to compliance with the provisions ofthe Subordination Agreement, the Borrower may, provided it gives at leastthirty (30) days written notice to CDC, prepay all or part of Tranche D.

 

Any prepayment will automatically result in thesimultaneous and proportional repayment of the other Second Park CDC Loans.

 

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Subject to the provisions of Article 3 (*Payment of Interest — Repayment of Principal*) any prepaymentof a principal amount must be accompanied by the payment of the accruedinterest on the principal amount repaid up to the value date of thisprepayment. This interest will be calculated on the basis of the exact numberof days based on a year of 365 or 366 days, as applicable.

 

**4.1**             Any repayment,whether early or not, of any principal amount will be final and the Borrowerwill not be able to reborrow, under this agreement, the amount thus repaid.

 

**4.3**             It is specifiedthat the provisions of article 5 (*Prepayment*) ofthe Amended and Restated Common Agreement are not applicable to Tranche D.

 

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

 

If the Borrower opts to make a prepayment inaccordance with the provisions of Article 4.1 (*Prepayment*),the Borrower will pay CDC not only the accrued interest stated under Article4.1 (*Prepayment)* but also aprepayment 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 will be payable on the date of theprepayment in question.

 

**ARTICLE 5****.**  **REPRESENTATIONS AND WARRANTIES**

 

The Borrower warrants and represents, to the CDC, thaton the Date of Signing:

 

**5.1**             It is a properlyconstituted company existing legitimately under French law, it has the capacityto perform its activities as it does now, to enter into this agreement and tofulfil its obligations arising herefrom;

 

**5.2**             Its manager isduly authorised to sign this agreement;

 

**5.3**             The signing ofthis agreement and the fulfilment of the obligations arising herefrom do notcontravene any significant provision of its articles of association nor anysignificant clause of any agreement or undertaking to which it is party or bywhich it is bound nor violate the laws or regulations applicable to it in sucha way to as to bring about the nullity of its covenants under this agreement;

 

**5.4**             This agreement isand will remain a legal, valid and binding covenant for the Borrower concerned,in accordance with the terms thereof;

##  

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**5.5**             No authorisationis required from any public authority for the repayment of the principal, thepayment of interest and other costs inherent in this agreement;

 

**5.6**             No legalproceedings before a judicial, administrative or arbitration court in France orabroad are in progress or, to the knowledge of the Borrower concerned, about tobe brought which might prevent or prohibit the signing or performance of thisagreement by the Borrower or which might affect its legal capacity to assumeits obligations under this agreement.

 

 

**ARTICLE 6****.**  **COVENANTS**

 

**6.1**             **Positivecovenants**

 

Until all amounts owed under this agreement arerepaid in full, the Borrowers undertake the 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;

 

(b)        the Borrower will, on a yearly basis,within fifteen (15) days of these being approved by its shareholders, submithis balance sheets, income statements and annexes to CDC and, starting as ofthe 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 with anydocument, 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 the stipulations of paragraph (b) ofarticle 8.1 (*Positive Covenants*) of theAgreement on the Granting of Participating Loans, and of paragraph (b) ofarticle 8.1 (*Positive Covenants*) of theAgreement on the Granting of Ordinary Loans, starting as of the date at whichall amounts due by the Borrower under the Senior Financings, except for theAgreement 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**             **Negativecovenants**

 

Until all amounts owed under this agreement arerepaid in full, the Borrower covenants not to merge with another companywithout the prior approval of CDC. Such approval cannot 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)        immediatelyafter the 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;*

 

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 acourt-ordered liquidation or any other procedure which may replace suchliquidation in the future relating to the Borrower and without therebyjeopardising the effects of the mortgage granted under the conditions stated inArticle 8 (*Mortgage Allocation*)of this agreement, the rights of CDC to the repayment of the principal andpayment of interest relating to Tranche D will be subject to the prior paymentof all sums owed to creditors under S.C.A. Senior Funding.

 

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**7.2**             **Inaddition,**

 

##### *(i)         if the payment of any amount ininterest or in principal due and payable under Senior Funding is not made onthe correct date, the due date of the payment of any amount due under Tranche Din interest or principal will be deferred until the date on which this paymentdefault under the Senior Funding in question ceases to exist or until the dateon which, despite the continuation of this payment default, the lender orlenders of the Senior Funding agree that the payment of this amount in interestand in principal due under Tranche D be made. However, the option to acceptsuch payment will not be beneficial to CDC;*

 

##### *(ii)        if the manager of the Borrower canprove, under the conditions stated in Article 2.3.2 of the SubordinationAgreement, that the Free Cash Flow on an Annual Payment Date is insufficient,after payment of the sums due and payable to CDC under Tranche D at that AnnualPayment Date, to pay the sums due under the Senior Funding during 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 D, 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 duedates under the Senior Funding due or to be due during the outstanding Period;and

 

(b)              the shareof the amount due under Tranche D in interest or in principal, and of which thepayment due date has been deferred pursuant to this paragraph (ii).

 

**7.3**             Provided that anyamount due and payable under the Senior Funding is paid in full, the payment ofall sums owed under Tranche D must be made prior to any payment under anyparticipating security issued by the Borrower and any capital security of theBorrower whatsoever.

 

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

 

If any amount due to CDC under Tranche D (otherthan an amount of interest accrued on an amount whose due date has beendeferred in accordance with Article 7.2) is not paid on its normal due date andthis due date is deferred in time pursuant to the provisions of Article 7.2above, interest will accrue on this amount until the date on which it isactually paid at a rate of Tj, defined for each Interest Period in question asfollows:

 

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Tj = [the higher of the 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 the whole number of years elapsed between the beginning of thedeferral and the first day of each Interest Period concerned (inclusive).

 

The interest at the rate thus established willbe calculated for the exact number of days of deferral occurring during theInterest Period under consideration on the basis of a year of 360 days.

 

The first Interest Period will begin to accruefrom the day following the deferral date of the sums, the payability of whichhas been deferred by virtue of Article 7.2 above, and the following InterestPeriods will begin to accrue from the end of the immediately preceding InterestPeriod.

 

**7.5**             The provisions ofArticles 7.1 and 7.2 will cease to apply with effect from the date on which allthe sums due under the Senior Funding other than the Phase I CDC Loans arefully repaid.

 

 

**ARTICLE 8****.**  **MORTGAGEALLOCATION**

 

It is noted that in order to guarantee up to amaximum of three hundred and eighty-one million one hundred and twenty-twothousand euros (€381,122,000), the payment of all sums due by the Borrower toCDC under the CDC Loans Second Park, the Borrower has granted to CDC a seniormortgage against the land forming the Second Park made up of the followinglots: AT2.1, AT2.3 and AT2.4, which extends and will continue to extend to thebuildings built or to be built on this land (said land and buildings beingreferred to collectively as the “**EncumberedProperties**”).

 

This mortgage has given rise to the signing ofa mortgage allocation deed received by Maître Bertrand Lacourte, Notary, dated31 January 2000 such instrument stipulating that the mortgage will be createdon 31 December 2016 and that it may not under any circumstances be registeredat the Registrar of Mortgages**priorto this date. The Borrower covenants to do the necessary, at his own expenses,so that CDC benefits from this mortgage in terms similar to the abovementionedterms, 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.

 

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Whilst this mortgage is not created, theBorrower undertakes not to assign the Encumbered Properties, except inconnection with the Transfer transaction or a court-ordered liquidation of theBorrower, nor to grant any other mortgage or lease constituting a right *in rem*to the latter without the priorwritten consent of CDC. It is noted that this covenant is the subject of aseparate agreement inserted into the purchase instrument drawn up on 31 January2000 between EPAFRANCE and the Borrower relating to the above-mentioned land inwhich instrument CDC is the beneficiary of said covenant. It is further notedthat this separate agreement was published in the Registrar of Mortgagessimultaneous to the purchase instrument.

 

The Borrower will bear all costs, fees andemoluments relating to the creation of this mortgage and its registration inthe Registrar of Mortgages.

 

 

**ARTICLE 9****.**  **LENDERS’MEETING**

 

If it appears from the Borrower’s Free CashFlow and short-term operating outlook that the Borrower will soon be confrontedwith an inability to service its debt, notably under the Second Park CDC LoanAgreement, the Borrower will employ its best efforts to bring together all itslenders as soon as possible, including CDC, in order to find an amicable andcontinuous solution to the difficulties thus experienced.

 

 

**ARTICLE 10.**            **EVENTS OF DEFAULT**

 

**10.1**           **Definitionof Events of Default**

 

The occurrence of any of the following eventswill constitute an event of default (an “**Eventof Default**”) against the Borrower:

 

(a)        any principal or interestamount due to CDC under Tranche D is unpaid on its due date and remains unpaidfive (5) Working Days after written notification is sent to this effect by CDCto the Borrower;

 

(b)        one of the covenants made bythe Borrower 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) ;

 

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(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 the Borrower resulting from aloan of sums of money totalling more than fifteen million two hundred thousandeuros (€15,200,000) is declared due and payable in advance as a result of theexistence 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 the operation of the Second Parkfor a period greater than six (6) consecutive months except in the event ofclosure (i) for seasonal reasons, or (ii) for rebuilding, repair ormaintenance; and

 

(g)        as of 1 January 2013, Euro Disney S.C.A. or any of itsaffiliates 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.

 

**10.2**           **Consequencesof Events of Default**

 

If an Event of Default occurs, CDC may,provided it complies with the provisions of the Subordination Agreement,declare the total outstanding amount of the CDC Loans Agreements Second Parkgranted to be immediately payable, fifteen (15) days after notificationregarding an Event of Default has been sent to the Borrower concerned, exceptin the case of a violation of the ratios set out in article 2 of the CommonUndertakings for the Financial Year N, it being specified that in such case,CDC will not have the right to notify the accelerated maturity of the CDC LoansAgreements Second Park before 30 January of the Financial Year N+1 or, in caseof a change in the accounting principles and rules, before 28 February ofFinancial Year N+1, provided that such violation is remedied in the followingconditions and time limits:

 

Euro Disney Associés may restore, asapplicable, the amount of DSCR or Forecast DSCR (as such terms are defined inthe Common Undertakings) through either (i) a transfer of new liquidities underthe form of equity capital or Subordinated Debt (as such terms are defined inthe Common Undertakings) of Euro Disney Associés or (ii) a discharge ofreceivables (inclusive or not of a “return to better fortunes” clause) or thecarry forward of payments that may, in both cases, give rise to a payment onlyafter the date at which all amounts owed (in principal or interest) under theCDC Loans Agreements Second Park and the CD Long Term Subordinated DebtAgreement (as such terms are defined in the Amended and Restated CommonAgreement) have been paid in full and will be the subject of a subordinationagreement to be entered into with CDC (the “**RestoredAmount**”).

 

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The Restored Amount (to be added to thenumerator pursuant to the calculation of the DSCR and the Forecast DSCR) willbe equal to the higher of:

 

(i)               theRestored Amount having for effect to restore the DSCR; and

 

(ii)              theRestored Amount having for effect to restore the Forecast DSCR.

 

The treasury of Euro Disney Associés will haveto have entirely benefited from the Restored Amount by 30 January of theFinancial Year N+1 at the latest, or in case of a change in accountingprinciples and rules, by 28 February of the Financial Year N+1 at the latest.”

 

**10.3**           **Penalties**

 

If CDC should demand repayment of Tranche D dueto the occurrence of an Event of Default as defined in Article 10.1 (f), theBorrower shall pay CDC under Tranche D, a penalty equal to nine million onehundred forty seven thousand euros (€9,147,000).

 

This penalty will be payable on two dates, onehalf fifteen (15) days after the notification stated in Article 10.1 (*Consequences of Events of Default*) and theother half on the first anniversary date of that same notification.

 

 

# **ARTICLE 11**.             CONFIDENTIALITY

 

**11.1**           CDC must regardas confidential, and therefore not disclose in any way to third parties otherthan his consultants or Government officials, any data, information or reportsthat have been provided under this agreement by the Borrower, by any entitydirectly or indirectly affiliated to the Borrower, or by one of the agents,representatives or consultants of the Borrower. andCDC cannot disclose to third parties any of these data, information or reportswithout the prior written agreement of the Borrower, which may refuse to givesuch agreement at its discretion except where:

 

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

 

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##### *(ii)        such disclosureis imposed by the law; or*

 

##### *(iii)       such disclosureis required by a court having jurisdiction; or*

 

##### *(iv)      such disclosureis explicitly authorised by virtue of any provision of this*****agreement.

 

**11.2**           CDC must take allnecessary measures to ensure that confidential data and information provided toit under this agreement by the Borrower, data and information which must bebrought to the attention of its employees, will only be disclosed for the solepurposes of facilitating the management of this agreement and, in all cases, oncondition that such data or information is regarded as strictly confidential bythose employees.

 

**11.3**           The provisions ofthis 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 agreement will be governed by French lawand construed in accordance therewith.

 

Any dispute arising from this agreement or itsinterpretation will be subject to the exclusive jurisdiction of the competentcourts situated within the area of jurisdiction of the Paris Court of Appeal.

 

**12.2**           **Expenses**

 

The Borrower agrees to pay the reasonableexpenses incurred by CDC in preparing this agreement or any supplementalagreement hereto upon presentation of justifying documentation.

 

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

 

Any right arising for CDC from this agreementor any other document submitted by virtue of this agreement or at the time ofthe latter, or pertaining to it by virtue of the law, may be exercised at anytime regardless of its other rights. Should CDC not exercise any rightbelonging to it or exercise such right tardily, this fact will not constitute awaiver on its part of its entitlement to enjoy that right. Likewise, the totalor partial exercise by CDC of a right pertaining to it will not prevent it fromexercising this right or another right at a later date.

 

**12.4**           **Notifications**

 

Any communication, request or notification tobe made in accordance with this agreement or will be written or made in Frenchand will be regarded as valid if it is submitted in writing or sent by fax andconfirmed by registered letter with acknowledgement of receipt to the otherparty at the addresses indicated below. Communications, requests ornotifications made in accordance with the provisions of this Article will besent:

 

•       to the Borrowerat:

 

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

Immeubles Administratifs [AdministrativeBuildings]

Route Nationale 34

77000 Chessy

 

Attn.: Direction Financements et Achats [Finance and Procurement Department]

 

Fax: 01 64 74 56 36.

 

•       to CDC at:

 

**LA CAISSE DES DÉPÔTS ETCONSIGNATIONS**

Direction des Fonds d’Épargne [Savings FundsDepartment]

72 avenue PierreMendès France

75914 Paris Cedex 13

 

Attn.: Direction Financière [FinanceDepartment]

 

Fax: 01 58 50 07 48.

 

Any amendment to the above details will only beopposable after notification.

 

For the purpose of calculating any time periodunder the terms of this agreement, the first day that will be used will be thedate of receipt by the recipient of the registered letter with acknowledgementof receipt stated above.

 

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**12.5**           **Independenceof clauses**

 

Even if any of the provisions of this agreementare held to be null and void or unenforceable in accordance with the applicablelaw, the validity, legality and enforceability of the remaining provisions ofthis agreement will not in any way be affected.

 

**12.6**           **Bindingeffect and termination**

 

This agreement will be binding on and willinure to the benefit of the Borrower and CDC, as well as their respectivesuccessors or assignees.

 

In the absence of the Realisation of theCapital Increase or the failure to complete the Transfer by 31 March 2005:

 

(a)        the parties to thisAgreement will consult each other for a period of thirty (30) days (the **“Time Period**”) for the purpose of finding asolution to the situation thusencountered;

 

(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 TimePeriod ends. 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 also been 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.

 

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**12.7**           **Transfersof rights**

 

(a)        The Borrower may not transfer any of itsrights 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 the Transfer is made, the Borrower and CDCagree to sign any supplemental agreement to this agreement and any relevantdocument which proved to be necessary or desirable in order to record EuroDisney Associés’s takeover of all the Borrower’s covenants under this agreementand any related document. The Borrower guarantee theobservance of this covenant by Euro Disney Associés.

####  

(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, CDC may freely transferany of its rights or obligations to a financial institution, or any othercompany created specifically to this effect, that has a minimum of one branchin one of the countries where the legal tender on the envisaged transfer dateis the euro, provided this financial institution on the date of transfer has arating equal to or greater than A in the system used by Standard & Poor’sor an equivalent level in other international rating systems, subject to thefollowing conditions: (i) the financial institution or the concerned entityshall accede to all the provisions of this agreement and (ii) CDC shall notifythe Borrower pursuant to Article 12.4 (*Notifications*).

 

**12.8**           **Absenceof Novation**

 

This agreement shall not operate novation ofthe debt resulting from the Second Park CDC Loans and more specifically TrancheD, which Second Park CDC Loans terms shall remainunchanged (subject to the modifications made according to the terms of thisagreement) notwithstanding the changes made to the Second Park CDC Loans or thecreation of Tranche E. This agreement has been entered into in view of settingforth in a sole agreement, the Agreement D incorporating the Amendments or anynecessary change made pursuant to paragraph (G) of the introduction of thisagreement.

 

**12.9**           **GlobalEffective Rate**

 

Inorder to meet the requirements of Articles L. 313—1 and L. 313—2 of the FrenchConsumer Code and for this purpose only, CDC declares, by way of example, tothe Borrower, which accepts, that the Global Effective Rate applicable toTranche D, on the basis of a year comprising three hundred and sixty-five (365)days, will be:

 

4.87% per annum,

 

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ThisGlobal Effective Rate has been calculated on the basis of:

 

•       A rate of5.15 % per annum; and

 

•       a TrancheD of a principal amount on the Date of Signing of one hundred fourty sevenmillion three hundred thirty six thousand and six hundred euros (€114,336,600),drawn and used in its entirety on the Date of Signing.

 

 

Madein Paris, on the 1st of December 2004,

Inthree (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 OF SUBORDINATION AGREEMENT**

 

[See Exhibit 4.18 to the Form 20-f]

 

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**ANNEX II**

**REPAYMENT AND INTEREST PAYMENTSCHEDULE OF TRANCHE D**

 

**CAISSE DES DEPÔTS ET CONSIGNATIONS**

 

**DIRECTION DES FONDS D’EPARGNE**

 

**REPAYMENT SCHEDULE**

 

**Tranche D**

 

** **
| **Contract’s  number before the 2004 restructuring :** | **1 000 563**   | **SECOND  PARK LOAN**      |
|-------------------------------------------------------------|-----------------|----------------------------|
| **after the 2004 restructuring :**                          | **1 xxx xxx**   | ** **                 |
| **Borrower’s  number :**                               | **000 123 609** | **EURO DISNEYLAND S.C.A.** |
|                                                             |                 |                            |  |

 
| **Principal  initial amount :**                               | **114,336,600.00** | ** ** | **euros** |
|---------------------------------------------------------------|--------------------|------------|-----------|
| **Effective  Global Rate on the :  12/31/03**            | ** **         | **4.87**   | **%**     | ** ** |
| **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**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,138,334.90** | ** ** | **5,138,334.90**               | ** ** |
| **12/31/2005**     | ** ** | **4.49**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,138,334.90** | ** ** | **5,138,334.90**               | ** ** |
| **12/31/2006**     | ** ** | **4.49**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,138,334.90** | ** ** | **5,138,334.90**               | ** ** |
| **12/31/2007**     | ** ** | **4.49**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,138,334.90** | ** ** | **5,138,334.90**               | ** ** |
| **12/31/2008**     | ** ** | **4.49**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,138,334.90** | ** ** | **5,138,334.90**               | ** ** |
| **12/31/2009**     | ** ** | **4.49**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,138,334.90** | ** ** | **5,138,334.90**               | ** ** |
| **12/31/2010**     | ** ** | **4.49**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,138,334.90** | ** ** | **5,138,334.90**               | ** ** |
| **12/31/2011**     | ** ** | **4.49**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,138,334.90** | ** ** | **5,138,334.90**               | ** ** |
| **12/31/2012**     | ** ** | **5.15**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,888,334.90** | ** ** | **5,888,334.90**               | ** ** |
| **12/31/2013**     | ** ** | **5.15**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,888,334.90** | ** ** | **5,888,334.90**               | ** ** |
| **12/31/2014**     | ** ** | **5.15**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,888,334.90** | ** ** | **5,888,334.90**               | ** ** |
| **12/31/2015**     | ** ** | **5.15**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,888,334.90** | ** ** | **5,888,334.90**               | ** ** |
| **12/31/2016**     | ** ** | **5.15**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,888,334.90** | ** ** | **5,888,334.90**               | ** ** |
| **10/30/2017**     | ** ** | **5.15**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **4,888,124.59** | ** ** | **4,888,124.59**               | ** ** |
| **10/30/2018**     | ** ** | **5.15**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,888,334.90** | ** ** | **5,888,334.90**               | ** ** |
| **10/30/2019**     | ** ** | **5.15**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,888,334.90** | ** ** | **5,888,334.90**               | ** ** |
| **10/30/2020**     | ** ** | **5.15**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,888,334.90** | ** ** | **5,888,334.90**               | ** ** |
| **10/30/2021**     | ** ** | **5.15**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,888,334.90** | ** ** | **5,888,334.90**               | ** ** |
| **10/30/2022**     | ** ** | **5.15**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,888,334.90** | ** ** | **5,888,334.90**               | ** ** |
| **10/30/2023**     | ** ** | **5.15**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,888,334.90** | ** ** | **5,888,334.90**               | ** ** |
| **10/30/2024**     | ** ** | **5.15**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,888,334.90** | ** ** | **5,888,334.90**               | ** ** |
| **10/30/2025**     | ** ** | **5.15**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,888,334.90** | ** ** | **5,888,334.90**               | ** ** |
| **10/30/2026**     | ** ** | **5.15**        | **%**      | **114,336,600.00**                                     | ** ** | **0.00**           | ** ** | **5,888,334.90** | ** ** | **5,888,334.90**               | ** ** |
| **10/30/2027**     | ** ** | **5.15**        | **%**      | **114,336,600.00**                                     | ** ** | **114,336,600.00** | ** ** | **5,888,334.90** | ** ** | **120,224,934.90**             | ** ** |

 

32

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**ANNEX III**

 

**FORM OF AGREEMENT CONTAINING THETERMS AND CONDITIONS APPLICABLE TO THE LONG TERM SUBORDINATED DEBT**

 

[See Exhibit 4.28 of theForm 20-f]

 

 

33

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