**Exhibit 4.15(a)**

 

*Translation for information purposes only*

 

**EURO DISNEYLAND IN FRANCE – PHASEIB**

 

 

**1 December 2004**

 

**PHASEIB AMENDMENT AND RESTATEMENT CREDIT AGREEMENT**

 

**Credit Agreementdated March 25, 1991**

 

 

**Between**

 

EDL HÔTELS S.C.A.

 

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.CENTRE DE DIVERTISSEMENTS ASSOCIÉS S.N.C.

 

 

**And****THE BANKS

 

 

**And**

CALYONFinancial Agent

Security Agent

Lenders’ Agent

 

 

**And**

 

THEDEPOSITARIES

 
| *Agent’s counsel*   | *Lenders’ counsel* |
|--------------------------|-------------------------|
| *** ***             | ** **              |
| **Slaughter and May**    | **Freshfields**         |
| 112, avenue  Kléber | **Bruckhaus Deringer**  |
| 75116 Paris              | 2 – 4 rue  Paul    |
|                     | Cézanne            |
|                     | 75008 Paris             |

 

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**TABLE OFCONTENTS**

 
| 1.         | Definitions                                                            |   |
|------------|------------------------------------------------------------------------|--------|
|       |                                                                   |   |
| 2.         | Transitional Period                                                    |   |
|       |                                                                   |   |
| 3.         | Partial Prepayment of the Banks  Loans – New Banks Participations |   |
|       |                                                                   |   |
| 4.         | Amendment and  Restatement of the Agreement                            |   |
|       |                                                                   |   |
| 5.         | Conditions Precedent                                                   |   |
|       |                                                                   |   |
| 6.         | Representations  and Warranties                                        |   |
|       |                                                                   |   |
| 7.         | Undertakings                                                           |   |
|       |                                                                   |   |
| 8.         | Guarantee Confirmation                                                 |   |
|       |                                                                   |   |
| 9.         | Effective Date                                                         |   |
|       |                                                                   |   |
| 10.        | Termination                                                            |   |
|       |                                                                   |   |
| 11.        | Financial Agent                                                        |   |
|       |                                                                   |   |
| 12.        | Waiver of rights                                                       |   |
|       |                                                                   |   |
| 13.        | Lenders’ Agent  Intervention                                      |   |
|       |                                                                   |   |
| 14.        | Depositaries  Intervention                                             |   |
|       |                                                                   |   |
| 15.        | Costs and Expenses                                                     |   |
|       |                                                                   |   |
| 16.        | No Novation                                                            |   |
|       |                                                                   |   |
| 17.        | Severability of  Provisions                                            |   |
|       |                                                                   |   |
| 18.        | Formalities                                                            |   |
|       |                                                                   |   |
| 19.        | Language                                                               |   |
|       |                                                                   |   |
| 20.        | Governing law                                                          |   |
|       |                                                                   |   |
| 21.        | Jurisdiction                                                           |   |
|       |                                                                   |   |
| Schedule 1 | Banks and Depositaries                                                 |   |
|       |                                                                   |   |
| Schedule 2 | Amended and Restated Agreement                                         |   |
|            |                                                                        |        |  |

 

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| Schedule 3 | Banks Participation to the Loans as  of 1 October 2004 |   |
|------------|--------------------------------------------------------|--------|
|       |                                                   |   |
| Schedule 4 | New Repayment Schedule                                 |   |
|       |                                                   |   |
| Schedule 5 | Legal Opinions Models                                  |   |

 

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**BETWEEN**:

 

1.                             **EDL HOTELS S.C.A**., a limited sharepartnership *(*“*société en**commanditepar actions*”*)*, the registered office of which is located at Immeubles Administratifs, Route Nationale 34,77700 Chessy,

 

(hereinafter referred to as “**EDL Hotels**”)

 

PARTY OF THE FIRST PART

 

2.                             **HOTEL NEW YORK****ASSOCIES S.N.C**., a private company *(“société en nom**collectif”)*, theregistered office of which is located at Immeubles Administratifs, Route Nationale 34, 77700 Chessy,

 

3.                             **NEWPORT BAY CLUB****ASSOCIES S.N.C**., a private company *(“société en nom**collectif”)*, theregistered office of which is located atImmeubles Administratifs, Route Nationale 34, 77700 Chessy,

 

4.                             **SEQUOIA LODGE****ASSOCIES S.N.C**., a private company *(“société en nom**collectif”)*, theregistered office of which is located atImmeubles Administratifs, Route Nationale 34, 77700 Chessy,

 

5.                             **CHEYENNE HOTEL****ASSOCIES S.N.C**., a private company *(“société en nom**collectif”)*, theregistered office of which is located atImmeubles Administratifs, Route Nationale 34, 77700 Chessy,

 

6.                             **HOTEL SANTA FE****ASSOCIES S.N.C**., a private company *(“société en nom**collectif”)*, the registeredoffice of which is located at ImmeublesAdministratifs, Route Nationale 34, 77700 Chessy,

 

7.                             **CENTRE DE DIVERTISSEMENTS****ASSOCIES S.N.C**., a private company *(“société ennom**collectif”)*, theregistered office of which is located atImmeubles Administratifs, Route Nationale 34, 77700 Chessy,

 

(hereinafter collectively referred to as the “**SNC Borrowers**” or individually as an “**SNC *Borrower***”)

 

PARTY OF THE SECOND PART

 

*(EDLHotels and the SNC Borrowers are hereinafter referred to collectively as the “**Borrowers**”*orindividually as a “**Borrower**”)

* *

**AND**:

 

8.                             **THE BANKS**, the names and addresses of whichare listed in Schedule I,

 

(hereinafter referred tocollectively as the “**Banks**” orindividually as a “**Bank**”)

 

PARTY OF THE THIRD PART

 

9.                             **CALYON**, ajoint-stock company *(“société**anonyme”)*, theregistered office of which islocated at 9 quai du Président Paul Doumer, 92920 Paris La Défense,

 

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(hereinafter referred to asthe “**Financial Agent**”)

 

PARTY OF THE FOURTH PART

 

**AND**:

 

10.                           **CALYON**, ajoint-stock company *(“société**anonyme”)*, theregistered office of which is located at 9 quai du Président Paul Doumer, 92920Paris La Défense,

 

(hereinafter referred to asthe “**Security Agent**”)

 

PARTY OF THE FIFTH PART

 

11.                           **CALYON**, ajoint-stock company *(“société**anonyme”)*, theregistered office of which is located at 9 quai du Président Paul Doumer, 92920Paris La Défense acting in its capacity as agent for the Phase IB AdvancesAgreement,

 

(hereinafter referred to asthe “**Lenders’ Agent**”)

 

PARTY OF THE SIXTH PART

 

**AND**:

 

12.                           **THE DEPOSITARIES**, the names and addressesof which are listed in Schedule I,

 

PARTY OF THE SEVENTHPART.

 

**WHEREAS:**

 

 

(A)          Pursuantto a credit agreement dated March 25, 1991 (the “**Agreement**”),the Banks granted to the Borrowers a credit of a maximum aggregate amount oftwo billion nine hundred million French Francs, for the purpose of financingpartially the development and the launching of the Phase IB Installationsoperation as well as certain cash needs of EDL Hotels.

 

(B)           Sincethat date, certain amendments (the “**Amendments**”)have been made to the Agreement by four supplemental agreements datedrespectively August 10, 1994, July 12, 1995, May 15, 1996 and May 16, 2003 andby requests for consents and waivers relating to the Covenants, in particularof 6 September 1999.

 

(C)           TheEuro Disney Group having encountered new financial difficulties, a memorandumof agreement dated 8 June 2004, between Euro Disney S.C.A., EDL Hôtels S.C.A.,Euro Disneyland S.N.C., S.N.C. Hotel Companies, TWDC, CDC, as well as the PhaseIA Banks, the Phase IA Partners, the Phase IB Banks and the Phase IB Lenders,represented by their respective agents BNP PARIBAS or CALYON, as the case maybe, and approved by the Steering Committee (subsequentlyamended following the letter from Euro Disney S.C.A to the above-mentionedBanks, Lenders and Partners, dated

 

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20 September2004) set out the measures necessary with a view to restoring the financialbalance of the Euro Disney Group; the memorandum of agreement, as amended wasaccepted by a letter signed by all parties on 30 September, 2004 (the “**Memorandumof Agreement”**).

 

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

 

(E)           As aconsequence of the signature of the Memorandum of Agreement and in order toassist its implementation, a certain number of amendments are required to bemade to the Agreement; in addition, the parties wish, for the sake ofconvenience, to produce a consolidated version of the Agreement containing theAmendments, and secondly, to exclude from the text of the Agreement allhistorical provisions which have become unnecessary and to update certainobsolete references.

 

(F)           Theaim of this agreement is therefore to insert the Amendments into the Agreement,to amend the Agreement in accordance with paragraph (E) above and to restatethe Agreement’s unamended provisions.

 

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

 

**1.****           ****Defi****nitions**

 

For the application of the Agreement and its Schedules, except where thecontext otherwise requires, the terms defined in the Contract, the CommonAgreement or the “Covenants” (as the Contract, the Common Agreement, or theCovenants have been modified at the date hereof) have the same meaning as isgiven to them therein, and, to the extent needed, in the Phase IA CreditAmendment and Restatement Agreement, the following terms have the followingmeanings:

 

“**Amended and Restated Agreement**” meansthe Agreement as amended and restated pursuant to the provisions of Clause 4 (*Amendments and Restatement of the Agreement*), the text ofwhich is set out in Schedule 2.

 

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

 

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“**Common Agreement Amendment and Restatement**”means the agreement amending and restating the Common Agreement dated December1, 2004.

 

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

 

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

 

“**Contract**” means this contract,including its Schedules.

 

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

 

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

 

**“Phase IA Credit Agreement”** means the multi-currency loan and letter ofcredit facilities agreement, utilisable by way of drawings or by the issue ofletters of credit between Euro Disney S.C.A. and Euro Disneyland S.N.C. asborrowers, the Banks as lenders and BNP PARIBAS as the agent, dated 5 September1989.

 

“**Phase IA Credit Amendment andRestatement Agreement”** means the agreement dated December 1, 2004relating to the amendment and restatement of the Phase IA Credit Agreement.

 

“**Restatement Date**” means the date onwhich all conditions precedent specified in article 5 (*Conditions Precedents*), and which are notwaived by the Agent, are satisfied.

 

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

 

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

 

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for all sums due under the Phase IB Credit Agreement and the Phase IBAdvances Agreement.

 

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

 

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

 

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

 

# **2.**             TransitionalPeriod

 

(A)          (1)            For each repayment date falling between 1October 2004 and the Share Capital Increase Completion Date, the service of thedebt under the Agreement (principal, interest, commission, fees and expenses)will be effected pursuant to the provisions of the Agreement; however the termsand conditions of payment of principal will be those provided for in the CommonAgreement Amendment and Restatement.

 

(2)           Thetotal amount applied to repayment of the principal under the Agreement and ofamounts applied to the partial prepayment of the debt from the SecurityDeposits within the conditions set out in the Common Agreement Amendment andRestatement is equal to 19.618% of the total outstanding amounts as at 1October 2004, being € 29,544,907.20.

 

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

 

(2)           In theevent of the Completion of the Share Capital Increase, no Bank shall beentitled to exercise its rights in any way in respect of any of the Events ofDefault or potential Events of Default referred to in paragraph (1) above.

 

# **3.**             Partial Prepayment of the Banks Loans – New BanksParticipations

 

In order to effect the prepayment provided for inClause 5.1 of the Memorandum of Agreement (*Prepayment*) andnotwithstanding the provisions of the Agreement, the partial prepayment of theBanks Loans, will be carried out in accordance with the following:

 

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(A)          As from1 October 2004 and as long as the Completion of the Share Capital Increase hasnot occurred, every new Interest Period will be one month.

 

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

 

(a)           theamount of principal in respect of the Loans of each of the Banks which must beprepaid on the Share Capital Increase Completion Date ; and

 

(b)           the amount of interest accrued up to the Share Capital IncreaseCompletion Date on the amounts of principal referred to in paragraph (a) whichmust be paid to each of the Banks on the Share Capital Increase CompletionDate.

 

(2)           Thetotal principal amount of the Banks Loans which must be prepaid is equal, as at1 October 2004, to € 29,544,907.20 (hereinafter the “**Maximum PrepaymentAmount**”).

 

(C)           On theShare Capital Increase Completion Date, each Borrower will pay to the FinancialAgent, for the account of each of the Banks, the amounts of principal andinterest set out in the notice referred to in sub-clause (B)(1). The provisionsof clause 17.1 of the Agreement will apply in the event that the prepaymenttakes place other than on an Interest Payment Date.

 

(D)          Theamounts of principal included in the payment which must be made by eachBorrower will be paid in accordance with the provisions of clause 3 (*Prepayment*) of the Common AgreementAmendment and Restatement.

 

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

 

(1)           theLoans of each of the Banks will be reduced by the Maximum PrepaymentAmount ;

 

(2)           theparticipation in the Loans of each of the Banks will be as indicated next toits name in Schedule 3;

 

(3)           thenew scheduled repayments, after taking into account the rescheduling of debtprovided for in clause 3.7 of the Memorandum of Agreement, shall be as set outin Schedule 4;

 

(4)           withoutprejudice to the provisions of clause 5.3 paragraph (B) of the**Agreement, the prepayment in respect of the Bank Loans willnot result in the payment of any penalty.

 

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# **4.**             Amendmentand Restatement of theAgreement

 

The parties hereby agree:

 

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

 

(B)           toamend such consolidated version so as to:

 

(1)           removefrom the text any obsolete provision, update certain out-of-date references,and clarify the drafting of certain clauses; and

 

(2)           toimplement the Memorandum of Agreement; and

 

(C)           torestate the Agreement, on the Restatement Date, with all of its remaining termswhich have not been amended,

 

all of the above in accordance with the terms of theAmended and Restated Agreement.

 

# **5.**             ConditionsPrecedent

 

The entry into force of this Contract is subject (to the extent set outin Clause 9 (*Effective Date*)) to the receiptby the Financial Agent of the following documents and payments and to theconfirmation by the Financial Agent that these documents and payments are inall respects satisfactory, provided that the Financial Agent shall have thediscretion, acting on the instruction of the Majority Banks, to waive any ofthe following conditions:

 

(A)          by nolater than 1 December 2004:

 

(1)           thepayment or repayment of (i) the part of the Restructuring Commission payable onthe Implementation Date (as defined in the Memorandum of Agreement), (ii) allamounts payable as commissions referred to in Clause 16 (*Commissions*) of the Agreement and (iii)all costs and ancillary expenses payable under the Agreement.

 

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

 

(a)           documentsreferred to in subparagraph (A)(2) (excluding paragraphs (s) and (u) of clause6 (*Conditions Precedents*) of thePhase IA Credit Amendment and Restatement Agreement;

 

(b)           PhaseIA Credit Amendment and Restatement Agreement;

 

(c)           legalopinions of Freshfields Bruckhaus Deringer, legal advisers to the Borrowers asto French law; of Cleary Gottlieb Steen & Hamilton, external legal advisersin certain areas to TWDC, Disney Enterprises, Inc., Euro Disney Investments,Inc., EDL SNC Corporation, Euro Disney Investments SAS, EDL

 

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Corporation SAS and Euro Disney Associés S.C.A. (formerly Euro DisneyAssociés SNC) as to New York, Delaware and French law; substantially in theform of Schedule 5, and of De Brauw Blackstone Westbroek, legal adviserto the Agent as to Dutch law and Slaughter and May, legal advisers to the Agentas to French law;

 

(3)           satisfactionof the following conditions precedent to the entry into force of the followingagreements, subject to such provisions as are conditional on the satisfactionof the conditions precedent at the Share Capital Increase Completion Date:

 

(a)           Phase IACredit Amendment and Restatement;

 

(b)           PhaseIB Partners Advances Amendment and Restatement;

 

(c)           PhaseIA Partners Advances Amendment and Restatement;

 

(d)           CommonAgreement Amendment and Restatement;

 

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

 

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

 

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

 

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

 

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

 

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(1)           thepayment or repayment of (i) the part of the Restructuring Commission payable onthe Share Capital Increase Completion Date, (ii) all amount payable ascommissions referred to in Clause 16 (*Commissions*)the Agreement and (iii) all costs and ancillary expenses payable under theAgreement.

 

(2)           anoriginal copy executed by all the parties thereto, or a copy certified as beingtrue, complete and up-to-date, of the documents referred to in paragraph (B)(2)of clause 6 (*Conditions Precedents*)of the Phase IA Credit Amendment and Restatement Agreement.

 

(3)           certificates:

 

(a) from each of the Borrowers:

 

(i) indicating the names of those persons who, at the date of suchcertificate, have power to act in the name of the respective companies inrespect of the Agreement and the Common Agreement, stating the extent of theirrespective powers and including specimen signatures;

 

(ii) representing and warranting that as at the certificate date,(i’) the relevant company has not signed, and does not intend to sign anydocument other than those referred to by this Contract; (ii) each representationor warranty made or given pursuant to clause 10 (Borrowers Representations andWarranties) of the Agreement as well as pursuant to paragraph (A) of Clause 6(Representations and Warranties) are true and correct; and, (iii) no Event ofDefault or potential Event of Default other than those set out in the Waiverhas occurred and is continuing*.*

 

(b)           certificatefrom Euro Disney S.C.A. confirming that the following documents have beensigned and are in force:

 

(i) documents referred to in clause (A)(2) excluding paragraphs (s)and (u) and in clause (B) (2) paragraphs (a), (c), (g) and (h) to (l) of clause6 (*Conditions Precedent*) of thePhase IA Credit Amendment and Restatement Agreement

 

(ii) Phase IA Credit Amendment and Restatement Agreement

 

(4)           satisfactionof all of the conditions precedent to the entry into force of all theprovisions of the following agreements:

 

(a)           PhaseIA Credit Amendment and Restatement Agreement;

 

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(b)           PhaseIB Partners Advances Amendment and Restatement Agreement;

 

(c)           PhaseIA Partners Advances Amendment and Restatement Agreement;

 

(d)           CommonAgreement Amendment and Restatement;

 

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

 

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

 

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

 

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

 

(5)           satisfactionof the conditions precedent referred to in paragraph (b)(6) of Clause 6 (*Conditions Precedent*) of the Phase IACredit Amendment and Restatement;

 

(6)           certificatefrom Euro Disney Associés S.C.A. confirming that the Contribution is in fullforce and effect and guaranteeing that (i) all the formalities relating to theContribution to be undertaken before the Share Capital Increase Date have beencarried out, (ii) Euro Disney Associés S.C.A. has good title to all assets,rights and obligations transferred in accordance with the ContributionAgreement and (iii) there are no assets and liabilities, other than thoseexcluded by the Contribution Agreement, which have not been transferred to EuroDisney Associés S.C.A.;

 

The Financial Agent is authorised to remit a copy of any of the abovedocuments to the CDC, to CALYON, and to BNP PARIBAS, as *mandataires*of the Phase IA Partners, the Phase IA Banks and the Phase IB Lenders.

 

# **6.**             Representationsand Warranties

# ** **

Each Borrower and the Guarantor represents andwarrants in respect of itself to the Financial Agent and the Banks that at theContract Date:

 

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(A)          theentering into and the performance by it of its obligations under the agreementsand documents referred to in Clause 5 (*Conditions Precedent*),to which it is a party:

 

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

 

(2)           do notin any respect violate any applicable law;

 

(3)           do notin any respect violate its *statuts*; and

 

(4)           willnot in any respect constitute a default under the Master Agreement, or underany agreement to which either of them or the Phase IB Installations or thePhase IB Assets are subject;

 

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

 

(C)           eachof the agreements referred to in clause 5 (*Conditions Precedent*)above, once in full force and effect, will constitute legally valid and bindingobligations of either of them (whichever is a party thereto) in accordance withtheir terms;

 

(D)          thereare no proceedings pending before any court, arbitrator, tribunal,administrative or governmental authority or other body having authority over itand, to its knowledge, no judgement or award has been given or made by, any suchauthority, in either case, would be likely to have a material adverse effect onits ability to perform its obligations under any agreement listed in Clause 5 (*Conditions Precedent*) or its financial condition or thefinancial condition of the Borrowers;

 

(E)           noguarantee, security (*cautionnement*)or any security interest given to secure the obligations of persons other thanthemselves exists, except for those provided for in the Agreement and theCommon Agreement or agreements listed in Clause 5 (*ConditionsPrecedent*).

 

# **7.**                             Undertakings

# ** **

(A)          EDLHotel undertakes that from the Contract Date until the Share Capital IncreaseCompletion Date or, if the latter has not occurred by 31 March 2005 (or anylater date agreed in accordance with paragraph (b) of clause 7.7

 

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(Termination) of the Memorandum of Agreement, until the date oftermination of this Contract and subject to the provisions of Clause 2(Transitional Period), to maintain the total amount of the security depositreferred to in paragraph (ii) of the definition of the Security Deposits at €34,000,000 (excluding accrued interest);

 

(B)           TheBorrowers undertake as follows:

 

(1)           tosupply to the Financial Agent the following documents by no later than15 December 2004:

 

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

 

(i)            the *statuts* of each Borrower;

 

(ii)           minutes of any meetings of the relevant bodies of the Borrowers, and ofthe Guarantor authorising, (i’) the signature of this Contract, the CommonAgreement Amendment and Restatement and all other documents to be signed by anyof the Borrowers or the Guarantor in accordance with the said contracts, and(ii’) the implementation of the provisions relating to the financial and legalrestructuring as provided for in the Memorandum of Agreement;

 

(b)           anextract (extrait K-bis) from the relevant Registry of Trade and Companies inrespect of each of the Borrowers;

 

(2)           todeliver all documents or attestations and sign all amendment agreements to thenotarial agreements, in particular, those granting mortgages*(affectation hypothécaires*) relating to the mortgagesreferred to in clause 17.2 (*Security Interests*)of the Agreement which may be necessary by reason of the amendments made to theAgreement, and to carry out all subsequent formalities, in particular, asregards the modification of the *bordereaux d’inscriptions*(inscription certificates) in the three months following the Termination of theShare Capital Increase Completion Date;

 

(C)           On thefifth day following the Share Capital Increase Completion Date, each Borrowershall pay to the Financial Agent for the account of the Banks, in accordancewith Clause 12 (*Payments*) of the Amended andRestated Agreement, the additional amount of interest relating to the periodbetween 1 October 2004 and the Completion of the Share Capital Increase Date.Such additional amount of interest shall be equal to the Loans amountstipulated in Clause 2 (*Obligations of theBanks and the Borrowers*) of the Amended and Restated Agreementmultiplied by an annual interest rate of 2%. Such additional amount of interestshall be calculated for that period in accordance

 

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with the stipulations of theAmended and Restated Agreement, and notably of Clause 3 (Interests).

 

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

 

# **8.**                             Guarantee Confirmation

# ** **

In its capacity as Guarantor, EDL Hotels represents that it expresslyagrees to all the Contract terms and restates, with retroactive effect from 1October 2004, all the terms of its Guarantee dated 25 March 1991.

 

# **9.**                             Effective Date

# ** **

(A)          Theprovisions of the Contract other than those in Clauses 3 (*Prepaymentof the Banks Loans — New Bank Participations)*,**Clause 4 (*Amendment and Restatementof the Agreement)*and paragraph (C) of Clause 7 (*Undertakings*) will become effective on the date on which allthe conditions precedent set out in paragraph (A) of Clause 5 (*Conditions Precedent*) have been satisfied.

 

(B)           Theprovisions of Clauses 3 (*Prepayment of the BanksLoans — New Banks Participations)*, Clause 4 (*Amendment and Restatementof the Agreement)*and Clause5 (*Amendment and Restatement of the Agreement)*and paragraph (C) of Clause 7 (*Undertakings*)**will enter into force, subject to the satisfaction of allthe conditions precedent stipulated in paragraph (B) of Clause 5 (*Conditions precedent*), at the Share Capital IncreaseCompletion Date with retroactive effect from 1 October 2004 in respect of theprovisions of Clause 3 (*Prepayment of the BanksLoans — New Banks Participations*)*,*and paragraph(C) of Clause 7 (*Undertakings*).

 

# **10.**                          Termination

# ** **

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

 

The termination of this Contract will take effect from the date on whichthe termination of such provisions of the Memorandum of Agreement referred toabove takes effect.

 

(B)           In theevent of a breach of the undertakings set out in paragraph (A) of Clause 7 (*Undertakings*), or of any of the undertakings stipulated inClause 8 (*Undertakings*) of the Phase IA CreditAmendment and Restatement Agreement, the Contract shall be terminated upondecision of the Financial Agent, acting on the instruction of the MajorityBanks.

 

16

----

 

(C)           In theevent that the conditions precedent provided for in paragraph (A) ofClause 9 (*Effective Date*)are not satisfied before 1 December 2004, the Financial Agent, acting on theinstructions of the Majority Banks, shall have the right to terminate thisContract.

 

# **11.**                          Financial Agent

# ** **

For the purpose of the Contract, each Bank severally represents andwarrants to the Financial Agent and to the members of the Steering Committeeset up in respect of the negotiation of the Memorandum of Agreement, that ithas made its own investigations into the financial situation and activities ofthe Borrowers and into Phase IB Assets, the Phase IB Installations and the Projectwithout relying on the Financial Agent or the Steering Committee; furthermoreeach Bank represents and warrants that it has not relied upon any opinion givenby the Financial Agent or the Steering Committee in relation to this Contract,its Schedules, the Common Agreement Amendment and Restatement and itsschedules, the other contracts, consents and documents listed in Clause 5 (*Conditions precedent*), and all other documents, agreementsor consents signed or entered into by reason of the signature of the Contractor the Memorandum of Agreement.

 

# **12.**                          Waiver of rights

# ** **

Notwithstanding the provisions of article L.221-1 ofthe commercial code, but so that no provision of this Contract or of theAgreement is limited in its application, the Financial Agent, the SecurityAgent and each Bank waives individually and collectively, expressly andirrevocably,

 

(A)          allrights it may have or believe it may have against any Partner of any of theS.N.C. Borrowers pursuant to this Contract and the Agreement;

 

(B)           to undertake any action aimed at obtaining the judicial bankruptcy orliquidation of any of the S.N.C. Borrowers.

 

# **13.**                          Lenders’Agent Intervention

# ** **

The Lenders’ Agent has acknowledged to the Contract inorder to recognize all the Contract provisions relating to the relationshipsbetween the Banks and the Lenders and in particular those relating to theprepayment and to the use of the security deposit referred to in paragraph (ii)of the Security Deposit definition, and to accept them.

 

# **14.**                          DepositariesIntervention

# ** **

The Depositaries have acknowledged to the Contract in order to recognizeall the Agreement provisions that may have consequences on the means ofoperation of the accounts opened by the Borrowers and the security interestsattached to them, and to undertake to comply with them.

 

17

----

 

# **15.**                          Costs and Expenses

# ** **

EDL Hotels undertakes to reimburse all costs andexpenses incurred by the Financial Agent in accordance with the provisions ofclause 7.2.2 (*Costs*) of theMemorandum of Agreement and of clauses 17 (*Costs*)of the Agreement including fees and expenses relating to any notarial documentand to the notarial formalities.

 

# **16.**                          No Novation

# ** **

Clauses of the Agreement which are not expresslyamended by the terms of this Contract shall remain unchanged.  This Contract does not effect a novation inrespect of the indebtedness under the Agreement.

 

# **17.**                          Severabilityof Provisions

# ** **

The invalidity, illegality or unenforceability of anyprovision of this Contract in any relevant jurisdiction shall not affect thevalidity, legality or enforceability of that provision in any otherjurisdiction or any other provision of this Contract, the Agreement or theAmended and Restated Agreement.

 

# **18.**                          Formalities

# ** **

This Contract, and the Amended and Restated Agreementshall be deposited at the offices of Maître Eliane Frémeaux and restated,indicating the changes required to be made to the mortgage documents as aresult of the amendments to the Agreement.

 

# **19.**                          Language

# ** **

This Contract has been drawn up and executed in theFrench language and the French text shall prevail in the event of anydiscrepancy between such text and any version thereof which may exist inanother language.

 

# **20.**                          Governing law

# ** **

This Contract is governed by, and shall be construedin accordance with, French law.

 

# **21.**                          Jurisdiction

# ** **

Any dispute between the parties arising from thisContract, including, without limitation, disputes relating to the validity orthe interpretation thereof, or the performance by any party of its obligationshereunder shall be submitted to the exclusive jurisdiction of the Tribunal deCommerce de Paris.

 

Signed in Paris

 

On 1 December 2004

 

in 7 original copies

 

18

----

 

| **EDL Hotels S.C.A**                      |
|-------------------------------------------|
|                                      |
|                                      |
| by  Jeffrey R. Speed                      |
|                                      |
|                                      |
| **Hotel New York Associés S.N.C.**   |
|                                      |
|                                      |
| by  Dominique Le Bourhis                  |
|                                      |
|                                      |
| **Newport Bay Club Associés S.N.C.** |
|                                      |
|                                      |
| by  Dominique Le Bourhis                  |
|                                      |
|                                      |
| **Sequoia Lodge associés S.N.C.**    |
|                                      |
|                                      |
| by Dominique Le Bourhis                   |

 

19

----

 

| **Cheyenne Hotel Associés S.N.C.**             |
|-----------------------------------------------------|
|                                                |
|                                                |
| by Dominique Le Bourhis                             |
|                                                |
|                                                |
| **Hotel Santa Fe Associés S.N.C.**             |
|                                                |
|                                                |
| by Dominique Le Bourhis                             |
|                                                |
|                                                |
| **Centre de Divertissements Associés  S.N.C.** |
|                                                |
|                                                |
| by  Dominique Le Bourhis                            |
|                                                |
|                                                |
| **CALYON**                                          |

 

actingin its capacity as Agent in the name and for the benefit of the Phase IB Banks,the names of which are set out in Schedule 1, as well as Lenders’ Agent andSecurity Agent, by Michel Anastassiades and Jean-Hervé Cariou

 

20

----

 

**Schedule 1**

 

**Banks and Depositaries**

 

**BANKS**

 

Name and Addresses

 

| **BANCO DE SABADELL**                                     |
|-----------------------------------------------------------|
| 153 rue de Courcelles                                     |
| 75817 Paris Cedex 17                                      |
| Tel : 33 1 44 29 12 50                                    |
| Fax : 33 1 44 29 12 69                                    |
| To the attention of: Carlos DALMAU                        |
|                                                      |
| **BANK OF AMERICA NA LONDRES**                            |
| 1 Alle Street                                             |
| London E1 8DE                                             |
| United Kingdom                                            |
| Tel : 44 207 174 40 00 / 44 207 459 13 11                 |
| Fax : 44 207 634 49 68                                    |
| To the attention of: Peter Young / Eric G. Clause         |
|                                                      |
| **BANQUE SANPAOLO PARIS**                                 |
| 52 avenue Hoche                                           |
| 75383 Paris cedex 08                                      |
| Tel : 33 1 47 54 46 42 / 33 1 47 54 45 86                 |
| To the attention of: Hervé Le Gall / Jean-Paul Rigal |
|                                                      |
| **BARCLAYS BANK PLC**                                     |
| 5 the North Colonnade                                     |
| Canary Wharf                                              |
| London E14 4BB                                            |
| United Kingdom                                            |
| Tel : 44 207 773 64 36 / 44 207 7732 64 41                |
| Fax : 44 207 516 97 91                                    |
| To the attention of: Mark Williams / Zaki Bano            |
|                                                      |
| **BAYERISCHE HYPO-UND VEREINSBANK AG, PARIS**             |
| 34 rue Pasquier                                           |
| 75008 Paris                                               |
| Tel : 49 89 378 44 249                                    |
| Fax : 49 89 378 26 293                                    |
| To the attention of: Irène ACKERMANN                 |
|                                                      |
| **BNP PARIBAS**                                           |
| 37, Place du Marché St Honoré                   |
| 75001 Paris                                               |
| Tel : 33 1 43 16 91 92 / 33 1 43 16 91 96                 |
| Fax : 33 1 43 16 90 47                                    |
| To the attention of: Martine Aubert / Olivier Jean        |
|                                                      |
| **BQ FEDERATIVE CREDIT MUTUEL**                           |
| **6, rue de Ventadour**                                   |
| **75001 Paris**                                           |
| Tel : 33 1 45 96 96 16 / 33 1 44 58 35 78                 |
| Fax : 33 1 44 58 51 47                                    |
| To the attention of: Francis Boubazine / Eric G. Clause   |

 

21

----

 

| **CALYON**                                                     |
|----------------------------------------------------------------|
| 9 Quai du Président Paul Doumer                           |
| 92920 Paris La Défense Cedex                              |
| Tel : 33 1 41 89 00 00                                         |
| Fax : 33 1 41 89 18 92                                         |
| To the attention of: Jean-Hervé CARIOU / Patrick Savignac |
|                                                           |
| **CITIBANK NA**                                                |
| Schroder Salomon Smith Barney                                  |
| Citigroup Center                                               |
| 9th Floor, CGC-09-03                                           |
| 33 Canada Square                                               |
| Canary Wharf                                                   |
| London E14 5LB                                                 |
| United Kingdom                                                 |
| Tel : 44 207 986 60 11                                         |
| Fax : 44 207 986 82 76                                         |
| To the attention of: Paul Taylor                               |
|                                                           |
| **CREDIT INDUSTRIEL ET COMMERCIAL**                            |
| DFS / Project Finance                                          |
| 4 rue Gaillon                                                  |
| 75002 Paris                                                    |
| Tel : 33 1 42 66 70 12                                         |
| Fax : 33 1 42 66 78 38                                         |
| To the attention of: Jean-Bruno DUFOUR                         |
|                                                           |
| **CREDIT SUISSE FIRST BOSTON ZURICH**                          |
| PO Box 900                                                     |
| CH-8070 Zurich                                                 |
| Switzerland                                                    |
| Tel : 41 1 333 57 42                                           |
| Fax : 41 1 333 63 05                                           |
| To the attention of: Hans Brunner                              |
|                                                           |
| **Caisse d’Epargne et de Prévoyance IDF Paris**      |
| Crédit et Financements Spécialisés              |
| 19 rue du Louvre                                               |
| 75001 Paris                                                    |
| Tel : 33 1 40 41 35 28 / 33 1 40 41 30 58                      |
| Fax : 33 1 40 41 30 05                                         |
| To the attention of: Fabien Frappart / Fabien Neufinck         |
|                                                           |
| **DEUTSCHE BANK AG LONDON**                                    |
| Winchester House                                               |
| 1 Great Winchester Street                                      |
| London EC2N 2DB                                                |
| United Kingdom                                                 |
| Tel : 44 207 547 24 00                                         |
| Fax : 44 113 336 2010                                          |
| A l’attentio de : Fraser Mc Gee                           |

 

22

----

 

| **DRESDNER BANK FRANKFURT**                                    |
|----------------------------------------------------------------|
| C&M Risk Management                                        |
| Credit Consultancy Germany                                     |
| Platz der Einheit 2,                                           |
| 23rd Floor                                                     |
| 60327 Frankfurt                                                |
| Germany                                                        |
| Tel : 49 69 263 53 386 49 69 263 562 64                        |
| Fax : 49 69 263 81 789                                         |
| To the attention of: Josef Haudum / Volker Happel              |
|                                                           |
| **GOLDMAN SACHS PARIS INC ET CIE**                             |
| 2 rue de Thann                                                 |
| 75017 Paris                                                    |
| Tel : 44 207 552 3881 / 44 207 774 1045                        |
| Fax : 44 207 552 7070                                          |
| To the attention of: Caroline Maw / Sally Haynes               |
|                                                           |
| **MERRILL LYNCH CAPITAL MARKETS BANK LTD**                     |
| Treasury Building                                              |
| Lower Grand Canal Street                                       |
| Dublin 2                                                       |
| Ireland                                                        |
| Tel : 353 1 605 85 00                                          |
| Fax : 353 1 605 8501                                           |
| To the attention of: Lee Halla                                 |
|                                                           |
| **MIZUHO CORPORATE & BANKING CO LTD**                      |
| 2-1 Yaesu 1-Chrome                                             |
| Chuo-Ku                                                        |
| Tokyo                                                          |
| Japan                                                          |
| Tel : 813 32 74 93 48                                          |
| Fax : 813 32 74 94 87                                          |
| To the attention of: Takuya Nishizono / Takuichiro Jo          |
|                                                           |
| **MORGAN STANLEY INTERNATIONAL BANK LTD**                      |
| 25 Cabot Square                                                |
| Canary Wharf                                                   |
| London E14 4QA                                                 |
| United Kingdom                                                 |
| Tel : 44 207 677 7974                                          |
| Fax : 44 207 677 3901                                          |
| To the attention of: Brian Cripps                              |
|                                                           |
| **NATEXIS BANQUES POPULAIRES**                                 |
| 45/51 rue St Dominique                                         |
| 75007 Paris                                                    |
| Tel : 33 1 58 19 28 42 / 33 1 58 32 30 00                      |
| Fax : 33 1 58 19 29 96                                         |
| To the attention of: Régine Allombert-Blanc / Eric Piette |
|                                                           |
| **SANTANDER CENTAL HISPANO LONDON**                            |
| Santander House                                                |
| 100 Ludgate House                                              |
| London EC4M 7NJ                                                |
| Tel : 44 207 332 77 81                                         |
| Fax : 44 207 332 74 21                                         |
| To the attention of: Jim Inches                                |

 

23

----

 

**DEPOSITARIES**

 
| **Name**        |   | **Addresses**                                                      |
|-----------------|--------|--------------------------------------------------------------------|
| **CALYON**      |   | 9 quai du Président Paul Doumer,  92920 Paris La Défense |
| ** **      |   |                                                               |
| **BNP PARIBAS** |   | 16 boulevard des Italiens, 75009 Paris                             |

 

24

----

 

**Schedule 2**

 

**Amended and Restated Agreement**

 

**[See Exhibit 4.15 (b) of the Form 20-F]**

 

25

----

 

**Schedule3**

 

**Banks’ participation to the Loans asof October 1, 2004**

**(after prepayment)**

 

**SNC Credit**

 
| **Bank**                                             | ** ** | **Percentage** | ** ** | **Amount**             | ** ** |
|------------------------------------------------------|------------|----------------|------------|------------------------|------------|
| ** **                                           | ** ** | **(%)**        | ** ** | ** **             | ** ** |
| BANCO DE SABADELL                                    |       | 1.80           |       | 1 857 040.31           |       |
| BANK OF AMERICA NA LONDRES                           |       | 5.88           |       | 6 059 953.55           |       |
| BANQUE SANPAOLO PARIS                                |       | 2.80           |       | 2 886 885.08           |       |
| BARCLAYS BANK PLC                                    |       | 1.93           |       | 1 984 533.84           |       |
| BAYERISCHE HYPO-UND VEREINSBANK AG, PARIS            |       | 2.61           |       | 2 684 225.04           |       |
| BNP PARIBAS                                          |       | 4.26           |       | 4 393 085.98           |       |
| BQ FEDERATIVE CREDIT MUTUEL                          |       | 1.52           |       | 1 568 959.28           |       |
| CALYON                                               |       | 2.44           |       | 2 510 334.85 |       |
| CITIBANK NA                                          |       | 4.26           |       | 4 393 085.97 |       |
| CREDIT INDUSTRIEL ET  COMMERCIAL                     |       | 4.50           |       | 4 636 447.68           |       |
| CREDIT SUISSE FIRST  BOSTON ZURICH                   |       | 4.11           |       | 4 236 190.06           |       |
| CAISSE EPARGNE ET DE  PREVOYANCE ILE DE FRANCE PARIS |       | 5.66           |       | 5 835 271.84           |       |
| DEUTSCHE BANK AG                                     |       | 12.54          |       | 12 924 480.38          |       |
| DRESDNER BANK FRANKFURT                              |       | 7.65           |       | 7 877 616.98           |       |
| GOLDMAN SACHS AND COMPANY                            |       | 5.81           |       | 5 983 036.29           |       |
| MERRILL LYNCH CAPITAL MARKETS BANK LTD               |       | 1.04           |       | 1 073 536.39           |       |
| MIZUHO CORPORATE & BANKING CO LTD                |       | 4.11           |       | 4 236 190.06           |       |
| MORGAN STANLEY INTERNATIONAL BANK LTD                |       | 7.93           |       | 8 169 380.58           |       |
| NATEXIS BANQUES  POPULAIRES                          |       | 13.36          |       | 13 761 469.28          |       |
| SANTANDER CENTAL HISPANO LONDON                      |       | 5.79           |       | 5 965 789.36           |       |
| TOTAL                                                |       | 100.00         |       | 103 037 512.80         |       |

 

**SCA Credit**

 
| **Bank**                                             | ** ** | **Percentage** | ** ** | **Amount**    | ** ** |
|------------------------------------------------------|------------|----------------|------------|---------------|------------|
|                                                 |       | **(%)**        |       |          |       |
| BANCO DE SABADELL                                    |       | 1.80           |       | 324 679.66    |       |
| BANK OF AMERICA NA LONDRES                           |       | 5.88           |       | 1 059 505.08  |       |
| BANQUE SANPAOLO PARIS                                |       | 2.80           |       | 504 734.79    |       |
| BARCLAYS BANK PLC                                    |       | 1.93           |       | 346 970.26    |       |
| BAYERISCHE HYPO-UND VEREINSBANK AG, PARIS            |       | 2.61           |       | 469 302.29    |       |
| BNP PARIBAS                                          |       | 4.26           |       | 768 074.69    |       |
| BQ FEDERATIVE CREDIT MUTUEL                          |       | 1.52           |       | 274 312.39    |       |
| CALYON                                               |       | 4.26           |       | 768 074.68    |       |
| CITIBANK NA                                          |       | 2.44           |       | 438 899.82    |       |
| CREDIT INDUSTRIEL ET  COMMERCIAL                     |       | 4.50           |       | 810 623.35    |       |
| CREDIT SUISSE FIRST  BOSTON ZURICH                   |       | 4.11           |       | 740 643.45    |       |
| CAISSE EPARGNE ET DE  PREVOYANCE ILE DE FRANCE PARIS |       | 5.66           |       | 1 020 222.37  |       |
| DEUTSCHE BANK AG                                     |       | 12.54          |       | 2 259 679.47  |       |
| DRESDNER BANK FRANKFURT                              |       | 7.65           |       | 1 377 300.20  |       |
| GOLDMAN SACHS AND COMPANY                            |       | 5.81           |       | 1 046 057.09  |       |
| MERRILL LYNCH CAPITAL MARKETS BANK LTD               |       | 1.04           |       | 187 694.06    |       |
| MIZUHO CORPORATE & BANKING CO LTD                |       | 4.11           |       | 740 643.45    |       |
| MORGAN STANLEY INTERNATIONAL BANK LTD                |       | 7.93           |       | 1 428 311.32  |       |
| NATEXIS BANQUES  POPULAIRES                          |       | 13.36          |       | 2 406 016.23  |       |
| SANTANDER CENTAL HISPANO LONDON                      |       | 5.79           |       | 1 043 041.68  |       |
| TOTAL                                                |       | 100.00         |       | 18 014 786.33 |       |

 

26

----

 

**Schedule4**

 

**New Repayments Schedule**

 

**(amount in euros)**

 
| **Repayment Date** | ** ** | **Amount outstanding  before Amortisation** | ** ** | **Total Amortisation** | ** ** | **Amortisation** | ** ** |
|--------------------|------------|---------------------------------------------|------------|------------------------|------------|------------------|------------|
| 01/10/2004         |       | 150  597 206.33                             |       | 19.62                  | %          | 29  544 907.20   |       |
| 05/11/2004         |       | 121  052 299.13                             |       | 0.00                   | %          | 0.00             |       |
| 05/02/2005         |       | 121  052 299.13                             |       | 0.00                   | %          | 0.00             |       |
| 05/05/2005         |       | 121  052 299.13                             |       | 0.00                   | %          | 0.00             |       |
| 05/08/2005         |       | 121  052 299.13                             |       | 0.00                   | %          | 0.00             |       |
| 05/11/2005         |       | 121  052 299.13                             |       | 0.00                   | %          | 0.00             |       |
| 05/02/2006         |       | 121  052 299.13                             |       | 0.00                   | %          | 0.00             |       |
| 05/05/2006         |       | 121  052 299.13                             |       | 0.00                   | %          | 0.00             |       |
| 05/08/2006         |       | 121  052 299.13                             |       | 0.00                   | %          | 0.00             |       |
| 05/11/2006         |       | 121  052 299.13                             |       | 0.00                   | %          | 0.00             |       |
| 05/02/2007         |       | 121  052 299.13                             |       | 0.00                   | %          | 0.00             |       |
| 05/05/2007         |       | 121  052 299.13                             |       | 0.00                   | %          | 0.00             |       |
| 05/08/2007         |       | 121  052 299.13                             |       | 0.00                   | %          | 0.00             |       |
| 05/11/2007         |       | 121  052 299.13                             |       | 0.00                   | %          | 0.00             |       |
| 05/02/2008         |       | 121  052 299.13                             |       | 0.00                   | %          | 0.00             |       |
| 05/05/2008         |       | 121  052 299.13                             |       | 3.35                   | %          | 5  043 845.80    |       |
| 05/08/2008         |       | 116  008 453.33                             |       | 3.35                   | %          | 5  043 845.80    |       |
| 05/11/2008         |       | 110  964 607.53                             |       | 3.35                   | %          | 5  043 845.80    |       |
| 05/02/2009         |       | 105  920 761.73                             |       | 3.35                   | %          | 5  043 845.80    |       |
| 05/05/2009         |       | 100  876 915.93                             |       | 3.35                   | %          | 5  043 845.80    |       |
| 05/08/2009         |       | 95  833 070.13                              |       | 3.35                   | %          | 5  043 845.80    |       |
| 05/11/2009         |       | 90  789 224.33                              |       | 3.35                   | %          | 5  043 845.80    |       |
| 05/02/2010         |       | 85  745 378.53                              |       | 3.35                   | %          | 5  043 845.80    |       |
| 05/05/2010         |       | 80  701 532.73                              |       | 3.35                   | %          | 5  043 845.80    |       |
| 05/08/2010         |       | 75  657 686.93                              |       | 3.35                   | %          | 5  043 845.80    |       |
| 05/11/2010         |       | 70  613 841.13                              |       | 3.35                   | %          | 5  043 845.80    |       |
| 05/02/2011         |       | 65  569 995.33                              |       | 3.35                   | %          | 5  043 845.80    |       |
| 05/05/2011         |       | 60  526 149.53                              |       | 3.35                   | %          | 5  043 845.80    |       |
| 05/08/2011         |       | 55  482 303.73                              |       | 3.35                   | %          | 5  043 845.80    |       |
| 05/11/2011         |       | 50  438 457.93                              |       | 3.35                   | %          | 5  043 845.80    |       |
| 05/02/2012         |       | 45  394 612.13                              |       | 3.35                   | %          | 5  043 845.80    |       |
| 05/05/2012         |       | 40  350 766.33                              |       | 3.35                   | %          | 5  043 845.80    |       |
| 05/08/2012         |       | 35  306 920.53                              |       | 3.35                   | %          | 5  043 845.80    |       |
| 05/11/2012         |       | 30  263 074.73                              |       | 20.10                  | %          | 30  263 074.73   |       |

 

27

----

 

**Schedule5**

 

**Legalopinions**

 

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

*** ***

**(1)****   ****the legal opinion of Freshfields Bruckhaus Deringerdated December 1, 2004 addressed to BNP Paribas in its capacity as agent forthe Phase IA Banks and to CALYON in its capacity as agent for the Phase IAPartners, the Phase IB Banks and the Phase IB Lenders concerning the dueauthorization and valid existence of certain entities executing variousagreements related to the financial restructuring of the Company; and**

 

**(2)****   ****the legal opinion of Freshfields Bruckhaus Deringerdated December 1, 2004 addressed to BNP Paribas and CALYON as agents to certainlenders concerning the due authorization and valid existence of certainentities signing certain agreements related to the contribution of nearly allof the assets and liabilities of the Company to Euro Disney Associés S.C.A.]**

 

28

----

 

December 1, 2004

 

BNPParibas

E.C.E.P.

Project Finance

37, place du Marché St-Honoré

75001 Paris

asAgent under the

*Contrat d’Ouverture de Crédit Multidevises*

dated September 5, 1989, as amended

among Euro Disney SCA, Euro Disneyland SNC

and various lenders represented by BNP Paribas

 

Calyon

9, quai PaulDoumer

92920 Paris LaDéfense Cedex

asAgent under the

*Contrat d’Avances d’Associés*

dated April 26, 1989, as amended

among Euro Disneyland SNC

and various lenders represented by Calyon;

*Contrat d’Ouverture de Crédit*

dated March 25, 1991, as amended

among EDL Hôtels SCA, certain SNCs

and various lenders represented by Calyon; and

*Contrat d’Avances*

dated March 25, 1991, as amended

among certain SNCs, EDL Hôtels SCA as guarantor

and various lenders represented by Calyon.

 

Ladies andGentlemen:

 

We haveacted as special French counsel to The Walt Disney Company (“TWDC”), EuroDisney Investments, Inc. (“EDI”), EDL SNC Corporation (“EDS”), Euro DisneyInvestments SAS

 

1

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(“EDI SAS”),EDL Corporation SAS (“EDS SAS”) and Euro Disney Associés SNC (“EDA”) inconnection with (i) the 2004 Standby Revolving Credit Agreement dated September30, 2004 (the “Standby Credit Agreement”) between TWDC and Euro Disney SCA;(ii) two share capital increases of EDA, each in an amount of €192,025,892.32(including share issue premium), subscribed for by EDI and EDS, respectively,by way of set-off against certain receivables; (iii) a share capital reductionof EDA in an amount of €235,541,130.69; (iv) the contribution (*apport*) by EDI and EDS to EDI SAS and EDSSAS, respectively, of their shares (*partssociales*) in EDA; and (v) the transformation of EDA into a French *société en commandite par actions*(collectively, the “Transactions”).

 

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

 

Inarriving at the opinions expressed below, we have reviewed and relied upon thefollowing documents (the “Documents”):

 

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

 

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

 

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

 

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

 

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

 

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

 

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(g)           a certified copy of the reports issued by PricewaterhouseCoopersAudit dated September 30, 2004 certifying the accuracy of the statements ofaccount issued by EDA’s *Gérant*,with respect to each of EDI’s and EDS’s receivables against EDA, in the amountof €192,025,892.32 each;

 

(h)           a certified copy of the minutes of the decisions of September 30,2004 of the partners of EDA in respect of, among other things, the two share capitalincreases of EDA, in an aggregate amount of €384,051,784.64 (including shareissue premium) subscribed for by EDI and EDS; the share capital reduction ofEDA in an amount of €235,541,130.69; and the approval of EDI SAS and EDS SAS asnew partners of EDA;

 

(i)            a certified copy of the Contribution Agreement (*contrat d’apport*) between EDI and EDI SAS,dated September 30, 2004;

 

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

 

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

 

(l)            a certified copy of the certificate issued by EDA’s *Gérant* dated September 30, 2004 certifyingdelivery by EDI SAS of the Contribution Agreement at the registered office ofEDA;

 

(m)          a certified copy of the Contribution Agreement (*contrat d’apport*) between EDS and EDS SAS,dated September 30, 2004;

 

(n)           a certified  copy of thereport by Dominique Ledouble and Jean-Pierre Colle, acting as contributionappraisers (*commissaires aux apports*),dated September 22, 2004, relating to the contribution by EDS to EDS SAS of itsshares (*parts sociales*) in EDA,and the related certificate of filing of such report dated September 22, 2004from the *Registre du commerce et dessociétés* of Meaux;

 

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

 

(p)           a certified copy of the certificate issued by EDA’s *Gérant* dated September 30, 2004 certifyingthe delivery by EDS SAS of the Contribution Agreement at the registered officeof EDA;

 

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(q)           a certified copy of the minutes of the partners’ meeting ofSeptember 30, 2004 of EDA in respect of, among other things, the transformationof EDA into a French *société en commanditepar actions*; and

 

(r)            a certified copy of the Standby Credit Agreement.

 

Theopinions below are given solely on the basis of the laws of the French Republicas currently in effect and we have made no investigation of any other lawswhich may be relevant to the Documents, any transaction contemplated therein(including the Transactions) and/or the opinions below.  In addition, the opinions below do not andshall not purport to address any tax aspect or treatment of the Documents orany transactions contemplated therein (including the Transactions) or the taxposition of any of the parties to the Documents.

 

Inrendering the opinions expressed below, we have assumed and not independentlyverified:

 

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

 

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

 

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

 

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

 

(5)           theaccuracy and completeness at all relevant times of the statements of fact(including without limitation representations and warranties to the extent theyrelate to matters of fact) contained in the Documents.

 

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

 

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

 

 

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

 

 

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

 

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

 

 

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

 

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

 

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

 

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

 

The opinions set forth aboveare subject to the following qualifications:

 

A.             In rendering our opinions in paragraphs 1. and 2. above, wehave relied without independent investigation solely on each of the applicablethe *extrait K-bis* referred to in paragraph (e)of the list of documents examined by us, and we express such opinion solely asof the date of such *extrait K-bis*.

 

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

 

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

 

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

 

E.              With respect to ouropinions in paragraphs 5 and 6 above, we wish to call your attention tothe fact that one legal commentator (Paul Le Cannu, *Dictionnaire Joly Sociétés*, *SAS– Société par Actions Simplifiée*, No. 142,

 

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2003)has taken the position that it is not possible in an *société par actions simplifiée* with a single shareholder forthe sole shareholder to vote on a contribution in kind made by such shareholderto the *société par actions simplifiée*.  Mr. Le Cannu’s analysis is based on ArticleL.225-10 of the French *Code de commerce*governing *sociétés anonymes*,which provides that a shareholder making a contribution in kind to a *société anonyme* may not vote at ashareholders meeting on the proposed approval of such contribution, and onArticle L.227-1 of the French *Code decommerce* according to which provisions applicable to *sociétés anonymes* are applicable to *sociétés par actions simplifiées* to theextent they are compatible with specific rules governing *sociétés par actions simplifiées*.  However, we disagree with Mr. Le Cannu’sanalysis.  As rules on *sociétés par actions simplifiées*specifically provide that such companies (unlike *sociétés anonymes*) may have only one shareholder, our analysisis that Article L.225-10 of the French *Codede commerce* is not applicable to *sociétés par actions simpifiées*with a single shareholder, as otherwise such shareholder would be prohibitedfrom making any contribution in kind to the company, a result so extraordinarythat in our opinion it could result only from a specific legal provision tothat effect.  We note that Mr. Le Cannu concurred withour conclusion in a prior publication (Paul Le Cannu, *Encyclopédie Dalloz*, *Répertoire de droit des sociétés*,*Sociétés par actions simplifiées*,No. 238, 2000);

 

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

 

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

 

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

 

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

 

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

 

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agreedamong the parties and/or that payments will be first applied towards repaymentof principal;

 

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

 

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

 

We arerendering this opinion in our capacity as Avocats au Barreau de Paris.  This opinion is addressed to BNP Paribas andCalyon solely for BNP Paribas’ and Calyon’s own use and that of the lendersthat they respectively represent as Agent under the *Contrat d’Ouverture de Crédit Multidevises*dated September5, 1989, as amended; the *Contrat d’Avances d’Associés*dated April 26, 1989, as amended; the *Contrat d’Ouverture de Crédit* dated March 25, 1991, as amended;and the *Contrat d’Avances*datedMarch 25, 1991, as amended, and for the purpose of the *Convention de Modifications et de Réitération –Crédit Phase IA*dated December 1, 2004, among Euro Disney SCA, EuroDisneyland SNC and various lenders represented by BNP Paribas; the Conventionde *Modifications et de Réitération – AvancesPhase IA*dated December 1, 2004 among Euro Disneyland SNC andvarious lenders represented by Calyon; the *Conventionde Modifications et de Réitération – Crédit Phase IB*dated December1, 2004 among EDL Hotels SCA, certain SNCs and various lenders represented byCalyon; and the*Convention de Modificationset de Réitération – Avances Phase IB* among certain SNCs, EDL HotelsSCA as guarantor and various lenders represented by Calyon.  This opinion is not to be used, quoted,communicated, circulated or otherwise disseminated or referred to for any otherpurpose and may not be relied upon by anyone else; provided, however, that acopy of this opinion may be shown to Caisse des Dépôts et Consignations.  We assume no obligation to advise you or tomake any investigations as to any legal developments or factual matters arisingsubsequent to the date hereof that might affect the opinions expressed herein.  This opinion is limited to the matters

 

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expressly stated hereinand does not extend to, and is not to be read as extended by implication to anyother matter.

 

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

 

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December 1, 2004

 

BNPParibas

E.C.E.P.

Project Finance

37, place du Marché St-Honoré

75001 Paris

as Agent under the

# ***Contrat d’Ouverturede Crédit Multidevises***

dated September 5, 1989, as amended

among Euro Disney SCA, Euro Disneyland SNC

and various lenders represented by BNP Paribas

 

Calyon

9, quai PaulDoumer

92920 Paris LaDéfense Cedex

asAgent under the

*Contrat d’Avances d’Associés*

dated April 26, 2989, as amended

among Euro Disneyland SNC

and various lenders represented by Calyon;

*Contrat d’Ouverture de Crédit*

dated March 25, 1991, as amended

among EDL Hôtels SCA, certain SNCs

and various lenders represented by Calyon; and

*Contrat d’Avances*

dated March 25, 1991, as amended

among certain SNCs, EDL Hôtels SCA as guarantor

and various lenders represented by Calyon.

 

Ladies andGentlemen:

 

We haveacted as special U.S. counsel to The Walt Disney Company (“TWDC), DisneyEnterprises, Inc. (“DEI”), Euro Disney Investments, Inc. (“EDI”) and EDL

 

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SNCCorporation (“EDS”) in connection with (i) the 2004 Standby Revolving CreditAgreement dated September 30, 2004 (the “Standby Credit Agreement”) betweenTWDC and Euro Disney SCA; (ii) certain undertaking letters (the “UndertakingLetters”) of TWDC copies of which are attached to this letter; (iii) anundertaking letter (the “DEI Undertaking Letter”) of DEI a copy of which isattached to this letter;  (iv) thesubscription by way of set-off against certain receivables by EDI and EDS totwo share capital increases of Euro Disney Associés SNC (“EDA”) in the amountof €192,025,892.32 (including share issue premium) each; and (v) thecontribution (*apport*) by EDI andEDS to EDI SAS and EDS SAS, respectively, of their shares (*parts sociales*) in EDA.

 

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

 

Inarriving at the opinions expressed below, we have reviewed and relied upon thefollowing documents:

 

(s)           copies of the by-laws of each of TWDC, DEI, EDI and EDS, certifiedby each of their respective corporate secretaries;

 

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

 

(u)           an executed copy of the Contribution Agreement (*contrat d’apport*, hereafter the “EDIContribution Agreement”) between EDI and EDI SAS, dated September 30, 2004;

 

(v)           an executed copy of the Contribution Agreement (*contrat d’apport*, hereafter the “EDSContribution Agreement”) between EDS and EDS SAS, dated September 30, 2004;

 

(w)          an executed copy of the Standby Credit Agreement; and

 

(x)            executed copies of the Undertaking Letters and the DEI UndertakingLetter.

 

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

 

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Inaddition, we have reviewed the originals or copies certified or otherwiseidentified to our satisfaction of all such corporate records of TWDC, DEI, EDIand EDS and such other instruments and other certificates of public officials,officers and representatives of TWDC, DEI, EDI and EDS and such other persons,and we have made such investigations of law, as we have deemed appropriate as abasis for the opinions expressed below.

 

Inrendering the opinions expressed below, we have assumed the authenticity of alldocuments submitted to us as originals and the conformity to the originals ofall documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as tofactual matters of each document we have reviewed (including, withoutlimitation, the accuracy as to factual matters of the representations andwarranties of TWDC, DEI, EDI and EDS contained in the various agreements thatwe have reviewed).

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

9.     Afinal, conclusive judgment for the payment of a sum of money of the *Tribunal de Commerce de Paris* that is enforceablein France against TWDC in respect of the Standby Credit Agreement will beenforced by any court of the State of New York, and any U.S. federal courtsitting in the State of New York, without review of the merits, unless:

 

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

 

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

** **

**(iii)**      the defendant did not receive notice of the relevantproceedings in sufficient time to enable it to defend;

** **

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

** **

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

** **

**(vi)**      the judgment conflicts with another final andconclusive judgment;

** **

**(vii)**     the proceeding was contrary to an agreement betweenthe parties under which the dispute in question was to be settled otherwisethan by proceedings in the *Tribunal deCommerce de Paris*; or

** **

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

** **

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

 

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respect tosuch agreement or obligation), and (b) such opinions are subject to applicablebankruptcy, insolvency and similar laws affecting creditors’ rights generallyand to general principles of equity.

 

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

 

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

 

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

 

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

 

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

 

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

 

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SCA, certainSNCs and various lenders represented by Calyon; and the Convention deModification et de Réitération – Avances Phase IB among certain SNCs, EDLHotels SCA as guarantor and various lenders represented by Calyon.  This opinion is not to be used, quoted,communicated, circulated or otherwise disseminated or referred to for any otherpurpose and may not be relied upon by anyone other than the Agent or such lenders;provided, however, that a copy of this opinion may be shown to Caisse desDépôts et Consignations.  We assume noobligation to advise you or to make any investigations as to any legaldevelopments or factual matters arising subsequent to the date hereof thatmight affect the opinions expressed herein.

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

 

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