**Exhibit 4.16(b)**

 

**English translation for information only**

 

**1 December 2004**

 

**EURO DISNEYLAND IN FRANCE**

Phase IA and Additional Land

 

 

Phase IA Credit Facility Agreement dated 5 September1989 as Amended and Restated

 

 

**EURO DISNEYLAND S.N.C.****and****EURO DISNEY ASSOCIES S.C.A.as Borrowers**

 

**and**

 

**THE BANKSas listed**

 

 

**BNP PARIBASas Agent**

 

 

*Legal advisers to the Agent*

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

 

*Legal advisers to the Borrowers*

**Freshfields Bruckhaus Deringer**2 - 4, rue Paul Cézanne75008 Paris

 

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**TABLE OF CONTENTS**

 
| SECTION I INTRODUCTION                    |                                  |
|-------------------------------------------|---------------------------------------|
|                                      |                                  |   |
| 1.                                        | DEFINITIONS AND INTERPRETATION        |   |
|                                      |                                  |   |
| 2.                                        | TOTAL OUTSTANDING AMOUNT              |   |
|                                      |                                  |   |
| SECTION II SECURITY INTERESTS             |                                  |
|                                      |                                  |   |
| 3.                                        | SECURITY INTERESTS                    |   |
|                                      |                                  |   |
| SECTION III INTEREST                      |                                  |
|                                      |                                  |   |
| 4.                                        | INTEREST                              |   |
|                                      |                                  |   |
| 5.                                        | OVERDUE AMOUNTS                       |   |
|                                      |                                  |   |
| SECTION IV LOAN ACCOUNTS                  |                                  |
|                                      |                                  |   |
| 6.                                        | LOAN ACCOUNTS                         |   |
|                                      |                                  |   |
| 7.                                        | AUTHORISED INVESTMENTS                |   |
|                                      |                                  |   |
| SECTION V REPAYMENT                       |                                  |
|                                      |                                  |   |
| 8.                                        | MANDATORY REPAYMENT                   |   |
|                                      |                                  |   |
| 9.                                        | PREPAYMENT                            |   |
|                                      |                                  |   |
| SECTION VI  CHANGES IN CIRCUMSTANCES      |                                  |
|                                      |                                  |   |
| 10.                                       | INABILITY TO  DETERMINE ANY BASE RATE |   |
|                                      |                                  |   |
| 11.                                       | ADDITIONAL COSTS                      |   |
|                                      |                                  |   |
| 12.                                       | IMPOSSIBILITY                         |   |
|                                      |                                  |   |
| 13.                                       | WITHHOLDING                           |   |
|                                      |                                  |   |
| 14.                                       | CONSEQUENTIAL ACTION                  |   |
|                                      |                                  |   |
| SECTION VII FEES, EXPENSES, STAMP  DUTIES |                                  |
|                                      |                                  |   |
| 15.                                       | FEES                                  |   |
|                                      |                                  |   |
| 16.                                       | COSTS AND EXPENSES                    |   |
|                                      |                                  |   |
| 17.                                       | ENFORCEMENT EXPENSES                  |   |
|                                      |                                  |   |
| 18.                                       | STAMP DUTY AND  REGISTRATION FEES     |   |
|                                      |                                  |   |
| SECTION VIII PAYMENTS                     |                                  |
|                                      |                                  |   |
| 19.                                       | PAYMENTS BY BORROWERS                 |   |
|                                      |                                  |   |
| 20.                                       | PAYMENT DATE                          |   |

 

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| 21.                                                              | APPLICATION OF PAYMENTS                                                            |   |
|------------------------------------------------------------------|------------------------------------------------------------------------------------|--------|
|                                                             |                                                                               |   |
| SECTION IX REPRESENTATIONS AND  WARRANTIES                       |                                                                               |
|                                                             |                                                                               |   |
| 22.                                                              | REPRESENTATIONS AND  WARRANTIES                                                    |   |
|                                                             |                                                                               |   |
| SECTION X UNDERTAKINGS                                           |                                                                               |
|                                                             |                                                                               |   |
| 23.                                                              | GENERAL UNDERTAKINGS                                                               |   |
|                                                             |                                                                               |   |
| 24.                                                              | PROJECT UNDERTAKINGS                                                               |   |
|                                                             |                                                                               |   |
| 25.                                                              | INFORMATION UNDERTAKINGS                                                           |   |
|                                                             |                                                                               |   |
| SECTION XI EVENTS OF DEFAULT                                     |                                                                               |
|                                                             |                                                                               |   |
| 26.                                                              | CONSEQUENCES OF EVENT OF  DEFAULT                                                  |   |
|                                                             |                                                                               |   |
| 27.                                                              | LIST OF EVENTS OF DEFAULT                                                          |   |
|                                                             |                                                                               |   |
| SECTION XII CO-DEBTOR, INDEMNITIES, NO  RECOURSE AND SUBROGATION |                                                                               |
|                                                             |                                                                               |   |
| 28.                                                              | CO-DEBTOR                                                                          |   |
|                                                             |                                                                               |   |
| 29.                                                              | INDEMNITIES                                                                        |   |
|                                                             |                                                                               |   |
| 30.                                                              | NO RECOURSE AGAINST FINANCING  COMPANY PARTNERS, FINANCING COMPANY NOT A CO-DEBTOR |   |
|                                                             |                                                                               |   |
| 31.                                                              | SUBROGATION                                                                        |   |
|                                                             |                                                                               |   |
| SECTION XIII THE AGENT AND THE BANKS                             |                                                                               |
|                                                             |                                                                               |   |
| 32.                                                              | THE AGENT                                                                          |   |
|                                                             |                                                                               |   |
| 33.                                                              | THE BANKS                                                                          |   |
|                                                             |                                                                               |   |
| 34.                                                              | INDEPENDENT CONTRACT                                                               |   |
|                                                             |                                                                               |   |
| 35.                                                              | NO  RESPONSIBILITIES FOR THE PROJECT OR THE MANAGEMENT OF EITHER BORROWER          |   |
|                                                             |                                                                               |   |
| SECTION XIV  INSURANCE CONSULTANT                                |                                                                               |
|                                                             |                                                                               |   |
| 36.                                                              | INSURANCE CONSULTANT                                                               |   |
|                                                             |                                                                               |   |
| SECTION  XV DESIGNATED OFFICES AND TRANSFERS                     |                                                                               |
|                                                             |                                                                               |   |
| 37.                                                              | DESIGNATED OFFICES                                                                 |   |
|                                                             |                                                                               |   |
| 38.                                                              | ASSIGNMENT BY BORROWERS                                                            |   |
|                                                             |                                                                               |   |
| 39.                                                              | ASSIGNMENT BY THE BANKS                                                            |   |
|                                                             |                                                                               |   |
| SECTION XVI  CONFIDENTIALITY                                     |                                                                               |
|                                                             |                                                                               |   |
| 40.                                                              | CONFIDENTIALITY                                                                    |   |
|                                                             |                                                                               |   |
| SECTION XVII  MISCELLANEOUS                                      |                                                                               |

 

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| 41.                                                                                                         | PROCEDURES FOR  IDENTIFICATION OF BORROWERS |   |
|-------------------------------------------------------------------------------------------------------------|---------------------------------------------|--------|
|                                                                                                        |                                        |   |
| 42.                                                                                                         | NOTICES                                     |   |
|                                                                                                        |                                        |   |
| 43.                                                                                                         | CALCULATIONS AND DETERMINATIONS             |   |
|                                                                                                        |                                        |   |
| 44.                                                                                                         | EVIDENCE ACCOUNTS                           |   |
|                                                                                                        |                                        |   |
| 45.                                                                                                         | SUCCESSORS AND ASSIGNS                      |   |
|                                                                                                        |                                        |   |
| 46.                                                                                                         | NO WAIVER                                   |   |
|                                                                                                        |                                        |   |
| 47.                                                                                                         | EFFECTIVE GLOBAL RATE                       |   |
|                                                                                                        |                                        |   |
| 48.                                                                                                         | SURVIVAL OF WARRANTIES                      |   |
|                                                                                                        |                                        |   |
| 49.                                                                                                         | SEVERABILITY OF PROVISIONS                  |   |
|                                                                                                        |                                        |   |
| 50.                                                                                                         | AMENDMENTS AND ABSENCE OF  NOVATION         |   |
|                                                                                                        |                                        |   |
| 51.                                                                                                         | LANGUAGE                                    |   |
|                                                                                                        |                                        |   |
| SECTION  XVIII GOVERNING LAW AND JURISDICTION                                                               |                                        |
|                                                                                                        |                                        |   |
| 52.                                                                                                         | GOVERNING LAW                               |   |
|                                                                                                        |                                        |   |
| 53.                                                                                                         | JURISDICTION                                |   |
|                                                                                                        |                                        |   |
| SCHEDULE 1 BANKS                                                                                            |                                        |
|                                                                                                        |                                        |   |
| SCHEDULE  2 FORM OF NOTICE OF INTEREST PERIOD                                                               |                                        |
|                                                                                                        |                                        |   |
| SCHEDULE  3 FORM OF NOTICE OF TRANSFER TO THE AGENT                                                         |                                        |
|                                                                                                        |                                        |   |
| SCHEDULE 4  INSURANCE MEMORANDUM                                                                            |                                        |
|                                                                                                        |                                        |   |
| INDEX                                                                                                       |                                        |
|                                                                                                        |                                        |   |
| SCHEDULE 4  INSURANCE MEMORANDUM                                                                            |                                        |
|                                                                                                        |                                        |   |
| PART  ONE OBLIGATIONS OF THE BORROWERS RELATING TO INSURANCE                                                |                                        |
|                                                                                                        |                                        |   |
| SCHEDULE 4 INSURANCE MEMORANDUM                                                                             |                                        |
|                                                                                                        |                                        |   |
| PART  TWO INSURANCE RELATING TO THE OPERATION PHASE                                                         |                                        |
|                                                                                                        |                                        |   |
| SCHEDULE 4 INSURANCE MEMORANDUM                                                                             |                                        |
|                                                                                                        |                                        |   |
| PART THREE MANDATORY  ENDORSEMENT                                                                           |                                        |
|                                                                                                        |                                        |   |
| SCHEDULE 4 INSURANCE MEMORANDUM                                                                             |                                        |
|                                                                                                        |                                        |   |
| PART  FOUR FORM OF CERTIFICATE TO BE SENT TO THE AGENT BY THE INSURANCE BROKERS ON  BEHALF OF THE BORROWERS |                                        |
|                                                                                                        |                                        |   |
| SCHEDULE 4 INSURANCE  MEMORANDUM                                                                            |                                        |
|                                                                                                        |                                        |   |
| PART FIVE NOTICE OF  DELEGATION                                                                             |                                        |

 

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| SCHEDULE 5 SECURITY  INTERESTS                                                                                                                               |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                         |   |
| PART  ONE PLEDGE OF AMOUNTS UNDER THE LOAN ACCOUNTS (*CONTRAT DE NANTISSEMENT  DU SOLDE DES COMPTES DE PRÊTS*)                                          |   |
|                                                                                                                                                         |   |
| SCHEDULE 5 SECURITY INTERESTS                                                                                                                                |   |
|                                                                                                                                                         |   |
| PART  TWO (A) ADDITIONAL RECOURSE TO A THIRD PARTY DEBTOR (*CONVENTION  DE DÉLÉGATION IMPARFAITE*) OF CO-DEBTORS OTHER THAN THE OPERATING  COMPANY |   |
|                                                                                                                                                         |   |
| SCHEDULE 5 SECURITY  INTERESTS                                                                                                                               |   |
|                                                                                                                                                         |   |
| PART  TWO (B) ADDITIONAL RECOURSE TO A THIRD PARTY DEBTOR (*CONVENTION  DE DÉLÉGATION IMPARFAITE*) OF THE OPERATING COMPANY                        |   |

 

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**BETWEEN:**

 

**1)****                                    EURO DISNEYLAND S.N.C.**, a French *société**en nom collectif*whose registered office is at Immeubles Administratifs, Route Nationale 34,77700 Chessy, registered at the Trade and Companies Registry of Meaux undernumber B 350 141 818;

 

**2)****                                    EURO DISNEY ASSOCIES S.C.A.**, a French *société**en commandite par actions*whose registered office is at Immeubles Administratifs, Route Nationale 34,77700 Chessy, registered at the Trade and Companies Registry of Meaux undernumber B 397 471 822;

 

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

 

**3)****                                   **The **BANKS**;

 

as hereinafterdefined,

 

**AND**

 

**4)****                                    BNP PARIBAS** a French *société anonyme* whose registered office is at 16, boulevarddes Italiens, 75009 Paris as agent,

 

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

 

**WHEREAS:**

 

(A)                             Pursuantto a Phase IA Credit Amendment and Restatement Agreement dated 1 December2004, the parties thereto agreed (a) to compile a consolidated version of themulti-currency loan and letter of credit facilities agreement dated 5 September1989, including the amendments made by the supplemental agreements dated 10August 1994 and 17 March 1995 respectively and the authorisation and waiverrequests relating to the Covenants dated 6 September 1999, (b) to amend thatconsolidated version with a view to (i) excluding therefrom historical provisionswhich have become irrelevant, updating certain references, clarifying thedrafting of certain clauses, joining the tranches into a single tranche,converting the letter of credit facility into a loan facility, converting therevolving credit facilities into term loans, deleting the currencies other thanthe Euro, reflecting the consequences of the Contribution, and (ii)implementing the Memorandum of Agreement, and (c) restating the Agreement’sunamended provisions, all as provided in the amended and restated agreementscheduled thereto.

 

(B)                               Thisamended and restated agreement is the agreement so scheduled; at theRestatement Date, Euro Disney Associés S.C.A. (“**Euro DisneyAssociés**”) became

 

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party to the Agreement, in substitution forEuro Disney S.C.A., pursuant to a contribution agreement dated 30 September2004 as amended on 8 November 2004.

 

(C)                               At theRestatement Date, after being prepaid in part, the amount of the Euro DisneyAssociés Loan is € 84,798,748.59 and the amount of the Euro DisneylandS.N.C. Loan is € 188,689,495.75.

 

**NOW, THEREFORE, IT ISHEREBY AGREED**as follows:

 

**SECTIONI INTRODUCTION**

** **

# **1.**                                     DEFINITIONS AND INTERPRETATION

# ** **

(A)                             Exceptwhere the context otherwise requires, terms defined in the Agreement and theSchedules have the meanings ascribed to them in the Amended and Restated CommonAgreement or in the Covenants and, in addition, the following terms have thefollowing respective meanings:

 

“**Additional Land**”means that land, not being land required for Phase IA, with an area ofapproximately 73 hectares described in the Phase IA Development Plan, butexcluding any part thereof by reference to whose purchase price the TotalOutstanding Amount shall have been reduced in accordance with paragraph(G)(2)(b)(ii) of Clause 23 (*General undertakings*).

 

“**Agent**” meansBNP Paribas and any successor Agent appointed in accordance with Clause 32 (*The Agent*).

 

“**Agreement**”means the multi-currency loan and letter of credit facilities agreement dated 5September, 1989 between the Borrowers and the Banks as amended and restated onthe Restatement Date.

 

“**Asset Sales Agreement****(*Protocole Meubles)***”means the agreement dated 26 April 1989 entitled *Protocole deVente de Meubles* between Euro Disney S.C.A. and the FinancingCompany, as amended.

 

“**Authorised Investment**”means any of the following:

 

(1)                                  securities(*valeurs mobilières*) bearing interest orsold at a discount, issued or guaranteed by any country or corporation whoselong-term unsecured debt is rated at the time of purchase at least “AA” (whethergraded plus or minus or otherwise qualified) by Standard and Poor’s RatingServices, a division of the Mc Graw Hill Companies Inc. (“S&P”) or “Aa”(whether graded 1, 2 or 3 or otherwise qualified) by Moody’s Investor Services,Inc. (“Moody’s”);

 

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(2)                                  certificatesof deposit issued by and bankers acceptances of any bank whose short-termunsecured debt is rated at the time of purchase at least “P1” by Moody’s or “A1”by S&P;

 

(3)                                  commercialpaper or promissory notes issued by any company whose short-term unsecured debtis rated at the time of purchase at least “P1” by Moody’s or “A1” by S&P;

 

(4)                                  accounts,whether current or deposit, with any deposit-taking institution whoseshort-term and long-term unsecured debt are rated, at the date upon which sumsare credited thereto, respectively at least “P1” and “Aa” by Moody’s and “A1”and “AA” by “S&P”;

 

(5)                                  debtsecurities issued or guaranteed by the European Union, the European InvestmentBank or the World Bank;

 

(6)                                  depositswith CDC; or

 

(7)                                  anyother investment approved from time to time by the Agent,

 

provided that each of such investments(unless otherwise agreed by the Agent) shall be denominated in Euro, shallmature not more than six months after the date of its acquisition, subscriptionor realisation, and shall be readily marketable at the time the same shall beso acquired, subscribed or realised.

 

“**Banks**” meansthe financial institutions whose respective names at 1 December 2004 are setout in Schedule 1, Part One, their respective successors in title andassigns and any other financial institution to which the rights, benefitsand/or obligations of any Bank under the Agreement may eventually be assigned,in whole or in part, pursuant to Clause 39 (*Assignment by the Banks*).

 

“**Base Rate**”means:

 

(i)                                     inrespect of any Interest Period applicable to any Loan (or part thereof),EURIBOR; and

 

(iii)                               inrespect of any other period applicable to any amount payable by a Borrower,EONIA.

 

“**Borrower**” meanseither the Financing Company or the Operating Company and “**Borrowers**”means both of them.

 

“**Borrowers’ Certificate**”means the certificate referred to in paragraph (A) of Clause 26 (*Information Undertaking*).

 

“**Business Day**”means a whole day on which banks are open for business (i) in Paris and Londonand (ii) where a payment is to be made in Euro, which is a TARGET Day.

 

“**CDC Loans**”means the CDC Ordinary Loans and the CDC Participating Loans.

 

3

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“**CDC Sharing Agreement**”means the agreement dated 30 October 1989 between CDC and the Banks, as amendedby supplemental agreements dated 10 August 1994 and 1 December 2004 2004respectively, pursuant to which CDC and the Banks agreed as to the sharing ofcertain Security Interests.

 

“**Common Agreement**”means the agreement dated 10 August 2004 between the Banks, CDC, the PhaseIB Lenders, the Phase IA Partners, Euro Disney S.C.A., acting in its name andon behalf of the subsidiaries listed in the schedule to such agreement, theFinancing Company, EDL Hôtels SCA acting in its name and on behalf of theSubsidiaries listed in the schedule to such agreement and the SNC HotelCompanies, as amended pursuant to the waiver and authorisation requests dated25 September 1995, 6 September 1999, 7 September 2001 and 30 September 2002 asamended and restated between Euro Disney and the same parties in accordancewith the Common Agreement Amendment and Restatement dated 1 December 2004.

 

“***Convention sur le Rang***”means the agreement dated 30 October 1989 between the Agent and CDC, as amendedby supplemental agreements respectively dated 10 August 1994 and 1 December2004, relating to mortgages on the same real property.

 

“**Covenants**”means the covenants contained in schedule V to the Common Agreement, as amendedon the grant of any authorisation or waiver pursuant to the Common Agreementand by the Common Agreement Amendment and Restatement.

 

“***Crédit-Bail*Agreement**”means the lease (*crédit-bail*) agreement relatingto certain Phase IA assets entered into on 30 June 2004 between the FinancingCompany as lessor and Euro Disney Associés SNC as lessee, as amended by thesupplemental agreements thereto dated 27 September 1994, 27 October 1994, 5December 1994, 29 December 1994 and 30 January 1995.

 

“**Delegation Agreement**” means the agreement dated 30 June 1994providing for the imperfect delegation (“*délégation imparfaite*”)to the Banks of Euro Disney Associés SNC by the Financing Company for thepayment of sums due by Euro Disney Associés SNC to the Financing Company underthe *Crédit-Bail* Agreement, as amended by asupplemental agreement dated 1 December 2004.

 

“**Designated Office**”means, for each Bank, the office through which its participation in the Loansis booked from time to time in accordance with the provisions of Clause 37 (*Designated Offices*).

 

“**Discharge**”means the partial discharge of mortgage referred to in paragraph (B) of theRecitals above and granted pursuant to a notarial instrument dated 8 July 1997.

 

“**Discharge Date**”means the date (after the Termination Date) upon which all amounts duecontingently or otherwise or outstanding under the Financing Documents shallhave been paid or repaid or discharged in full.

 

“**Disney Support Documents**”means (i) the Disney Undertaking (but excluding the letter from DisneyEnterprises, Inc. to Euro Disneyland SNC dated 30 June 1994) (ii) the EuroDisney S.A.S. Undertaking, (iii) the Remuneration Agreement, (iv) the FundsAgreement, (v) the development agreement and the technical services agreementeach

 

4

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dated 28 February 1989 between Euro DisneySA and Euro Disney S.C.A., (vi) the Licence Agreement, (vii) the Waiver of DebtAgreements, (viii) the Standby Revolving Credit Facility, (ix) the NewRevolving Credit Facility, (x) to the extent that they regulate the managementof the Borrowers, including the payment of fees therefor, their respective *statuts*, (xi) the Conference Centre Lease and (xii) anyother agreement referred to in any of the above-listed documents, entered intobetween either or both of the Borrowers and one or more Disney ControlledAffiliates or between Disney Controlled Affiliates to the extent that suchother agreement provides for services or a licence of intellectual propertyrights given by a Disney Controlled Affiliate to either of the Borrowers.

 

“**Disney Undertaking**”means the letters dated 1 December 2004 from TWDC or Disney Enterprises, Inc.to the Agent or to the Agent, CALYON and CDC, as the case may be.

 

“**EDL Hôtels S.C.A.**”means the *société en commandite**par actions* so named whose registered office is at ImmeublesAdministratifs, Route Nationale 34, 77700 Chessy.

 

“**EONIA**” means,in respect of any period commencing on a Business Day (the “first Business Day”)and ending on the next following Business Day, (i) the rate per annum at whicheuro deposits are made on the European interbank market at 7 p.m. (Brusselstime) on the first Business Day, as determined by the European Union BankingFederation and published electronically by Telerate (on the Restatement Date,on screen 247) or (ii) where such rate is not available, the rate determined bythe Agent to be the arithmetic mean (rounded up to the nearest one sixteenth ofone per cent (1/16%.)) of the rates per annum, as notified to the Agent by theEURIBOR Reference Banks, at which euro deposits are made in the Europeaninterbank market for same day delivery at or about 7 p.m. (Brussels time) onthe first Business Day and in an amount comparable to the amount to which suchdetermination relates.

 

If any EURIBOR Reference Bank shall notnotify a rate to the Agent with respect to any such period when requested to doso by the Agent, EONIA for that period shall be calculated by the Agent on thebasis of the rates notified by those EURIBOR Reference Banks which have sonotified rates. If no or only one EURIBOR Reference Bank notifies a rate to theAgent when requested by the Agent to do so, the provisions of Clause 10 (*Inability to determine any Base Rate*) shall apply.

 

“**EURIBOR**” means (i) the rate per annum, determined by theEuropean Union Banking Federation and published electronically by Telerate atthe Restatement Date, on Screen 248, on the second TARGET Day preceding thefirst day of the relevant Interest Period, at which Euro deposits are offeredon the European interbank market at 11 a.m. (Brussels time) on such TARGET Dayfor a period comparable to such Interest Period and (ii) in respect of anyInterest Period for which no rate is published on such TARGET Day as aforesaid,the rate per annum determined by the Agent on the basis of rates notified bythe EURIBOR Reference Banks, as being the arithmetic mean (rounded upwards, ifnecessary, to the nearest whole multiple of one sixteenth of one per cent(1/16%)) of the rates per annum at which, at or about 11 a.m. (Brussels time)two TARGET Days before the beginning of the relevant Interest Period, Eurodeposits are offered to them by prime banks for a period comparable to suchInterest Period in the

 

5

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Europeaninterbank market in amounts comparable to the Loan to which such InterestPeriod relates.

 

If EURIBOR shall be determined on the basisof rates notified by the EURIBOR Reference Banks as provided for in thepreceding paragraph, and if any EURIBOR Reference Bank shall not notify a rateto the Agent with respect to any Interest Period when requested by the Agent todo so, EURIBOR for that Interest Period shall be calculated by the Agent on thebasis of the rates notified by those EURIBOR Reference Banks which have sonotified rates. If no or only one EURIBOR Reference Bank notifies a EURIBORrate to the Agent when requested by the Agent to do so, the provisions ofClause 10 (*Inability to determine any Base Rate*)shall apply.

 

“**EURIBOR Reference Banks**”means the principal Paris offices of BNP Paribas, Crédit Agricole S.A., CréditIndustriel et Commercial de Paris and Sociéte Générale or any successorsthereof appointed by the Agent at any time in accordance with paragraph (L) ofClause 32 (*The Agent*).

 

“**Euro**” or “**€**” means the single currency adopted as legal tender bymember States of the European Union in accordance with legislation of theEuropean Union relating to Economic and Monetary Union.

 

“**Euro Disney S.A.S.Undertaking**” means (i) the letter from TWDC dated 1 December 2004and (ii) the letter dated 1 December 2004 from the manager (*gérant*) of Euro Disney S.C.A. to the Agent, Caylon and CDC.

 

“**Event of Default**”means any of the events or circumstances described in paragraph (1) of Clause27 (*List of Events of Default*).

 

“**Financial Year**”means the period from 1 October in any year to 30 September in the nextfollowing year.  By way of example, theFinancial Year for 2005 started on 1 October 2004 and shall end on 30September 2005.

 

“**Financing Company**”means Euro Disneyland SNC but shall not include any subsidiary thereof.

 

“**Financing Documents**”means the Agreement, each instrument evidencing or constituting a SecurityInterest in respect of either Borrower’s obligations under the Agreement andthe Amended and Restated Common Agreement.

 

“**Guarantors’ SharingAgreement**” means the agreement dated 26 April 1989 between Banquepour l’Industrie Française, Banque Indosuez and Banque Nationale de Paris,whose respective successors are Banque Finama, CALYON and BNP Paribas, asamended by supplemental agreements dated 10 August 1994, 28 October 1999 and 1December 2004.

 

“**Indebtedness**”means all of the borrowing or other arrangements defined as such in theCovenants.

 

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“**Insurance Consultant**”means the firm of Insurance consultants appointed from time to time by theAgent on behalf of the Banks as insurance consultant in accordance with Clause36 (*Insurance Consultant*).

 

“**Insurance Memorandum**”means the provisions set out in Schedule 4.

 

“**Inter-Company LoanAgreements**” means (i) the loan agreement between the SNC HotelCompanies as borrowers and EDL Hotels SCA as lender dated 25 March 1991, asamended by the supplemental agreement n° 1 dated 10 August 1994, (ii) theloan agreement between EDL Hotels SCA as borrower and Euro Disney S.C.A. aslender dated 25 March 1991, as amended by two subsequent supplementalagreements and by supplemental agreement n° 3 dated 10 August 1994 and(iii) the loan agreement entered into between Euro Disney S.C.A. as lender andthe Financing Company as borrower dated 10 August 1994, as amended bysupplemental agreement n° 1 dated 30 September 1999. The amountsoutstanding under these agreements at 30 September, 2004 are respectively (i) € 331,657,833.92,(ii) € 123,509,620.31 and (iii) € 833,967,281.94.

 

“**Interest Period**”means, with respect to any part of any Loan, the period by reference to whichinterest is calculated in accordance with Clause 4 (*Interest*).

 

“**Loan**” means, inrespect of either Borrower, the aggregate principal amount owed by the relevantBorrower pursuant to the Agreement and for the time being outstanding.

 

“**Loan Accounts**”means the accounts numbered 170 062/68 and 170 06074 in the name of theOperating Company with the Agent and account number 0412 12390 in the name ofthe Financing Company with CALYON and all other accounts opened and maintainedin accordance with Clause 6 (*Loan Accounts*).

 

“**Majority Banks**”means Banks whose respective aggregate Commitments exceed 50 per cent. ofthe Maximum Amount.

 

“**Margin**” means3 per cent. per annum.

 

“**MasterAgreement**” means the *convention pour lacréation et l’exploitation d’Euro Disneyland en France*dated 24March 1987 between 1. *la République Française*,2. *la Région d’lle-de-France*, 3. *le Département de Seine et Marne*, 4. *la RégieAutonome des Transports Parisiens*, 5. *l’EtablissementPublic d’Aménagement de la Ville Nouvelle de Marne-la-Vallée*and 6. *l’Etablissement Public d’Aménagement du Secteur IV de la Ville Nouvellede Marne-la-Vallée*of the one part, and the Finance Company and EuroDisney S.C.A., of the other part, as amended by supplemental agreements n°1, 2,3 and by the Amendment Agreement to the Master Agreement (as defined in thePhase IA Credit Amendment and Restatement Agreement, together with:

 

(a)                                  thefollowing Unilateral Letters referred to in paragraph 5 of the recitals to theMaster Agreement and sent to Disney Enterprises, Inc. (formerly named The WaltDisney Company):

 

(i)                                    theletter dated 24 March 1987 from the Prime Minister;

 

7

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(ii)                                 theletter dated 24 March 1987 from the Minister of Economy, Finance andPrivatisation;

 

(iii)                              theletter dated 24 March 1987 from the Minister of Equipment, Housing, Developmentof the Territory and Transport;

 

(iv)                             theletter dated 24 March 1987 from the Minister of Social Affairs and Employmentenclosing a note from his ministry dated 6 March 1987;

 

(v)                                theletter dated 24 March 1987 from the Minister responsible for Trade, Handicraftand Services; and

 

(vi)                             theletter dated 24 March 1987 from the President of the National Commission forCommunication and Liberties;

 

(b)                                 theletter from the Chairman of Disney Enterprises Inc. (formerly named The WaltDisney Company) to the Prime Minister, the President of the *Conseil Régional d’lle de France* and the President of the *Conseil Général de Seine-et-Marne* dated 30 December 2004replacing, from the date of signature of supplemental n° 3 to the MasterAgreement, the letter dated 24 March 1987 sent to the same persons; and

 

(c)                                  theletter dated 24 March 1987 from the Minister responsible for the Budget toDisney Enterprises Inc. (formerly named The Walt Disney Company) dealing withthe value of the Land and Volume Rights item in accordance with clauses 16.4.a.and 16.6.2 of the Master Agreement.

 

“**Notice of Interest Period**”means a notice substantially in the appropriate form set out in Schedule 2.

 

“**Operating Company**”means Euro Disney Associés but shall not include any subsidiary thereof.

 

“**Outstanding Amount**”means, in respect of any Bank at any date, the aggregate of its participationsin the SCA Loan and the SNC Loan at such date. The Outstanding Amount at the Restatement Date in respect of each Loanis specified opposite the name of each Bank in Schedule 1.

 

“**Parc Disneyland**”means the theme park formerly named “Magic Kingdom” which is part of Phase IAand which comprises “Adventureland”, “Discoveryland”, “Fantasyland”, “MainStreet” and “Frontierland”, all installations and movable property relating theretoand all land on which the same shall be situate, but excluding the hotelsituated at the main gate of the Parc Disneyland and named Hotel Disneyland.

 

“**Phase IA Assets**”means the assets, land and other real property acquired or constructed as part ofPhase IA or any one or more of them.

 

“**Phase IA Credit Amendmentand Restatement Agreement**” means the agreement dated 1 December2004, in particular amending and restating this Agreement.

 

8

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“**Phase IA Development Plan**”means the document of that name describing Phase IA and the acquisition of theAdditional Land, prepared in three volumes by the Operating Company and signedfor identification purposes by the Operating Company and the Agent prior to 5September 1989.

 

“**Phase IA Documents**”means each and every contract, sub-contract, licence or agreement whatsoever(other than Disney Support Documents, the *Crédit Bail*Agreement,the Sales Agreement (*Protocole de Vente)*,the *VEFA*and the Asset Sales Agreement (*Protocole Meubles*) entered into by either Borrower inconnection with the purchase, design or construction of any Phase IA Asset witha contract value exceeding € 15 million.

 

“**Phase IA Partners**”means the parties to the Financing Company’s Phase IA Partners AdvancesAgreement.

 

“**Phase IA Partners’Advances**” means the advances made to the Financing Company by itspartners pursuant to the Financing Company’s Phase IA Partners AdvancesAgreement.

 

“**Phase IB Agreements**”means the loan facility agreement and the advances agreement dated 25 March1991 between EDL Hotels SCA, the SNC Hotel Companies and the Phase IB Lenders,as amended by the Supplemental Phase IB Agreements.

 

“**Phase IB Lenders**”means the banks and lenders parties to the Phase IB Agreements.

 

“**Phase IB SupplementalAgreements**” means the eight agreements respectively dated 10 August1994, 12 July 1995, 15 May 1996 and 16 May 2003 amending the Phase IBAgreements, the Phase IB Credit amendment and restatement agreement dated1 December 2004 and the Phase IB Loan amendment and restatement agreementdated 1 December 2004.

 

“**Potential Event of Default**”means any condition, event or circumstance which, with the giving of notice, orthe passage of time or both, would constitute an Event of Default.

 

“**Project**” meansthe development comprised in *Euro Disneyland en France*,as such term is contemplated in the Master Agreement, including, at theRestatement Date, Phase IA, the phase governed by the Phase IB Agreements andthe phase governed by the CDC Second Park Agreements.

 

“**Repayment Date**”means the last Business Day in May, August and November 2008, in February andMay 2012 and in February, May, August and November in each year from 2005 to2011 inclusive.

 

“**Restatement Date**”means the date on which all conditions precedent specified in the Phase IACredit Amendment and Restatement Agreement and which are not waived by theAgent, are satisfied.

 

“**Sales Agreement****(*Protocole de Vente)***”means the agreement dated 26 April 1989 entitled *Protocole deVente de l’Ensemble Immobilier*between Euro Disney S.C.A. and theFinancing Company, as amended.

 

9

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“**SCA Loan**” meansthe Loan made to the Operating Company. As at the Restatement Date, the amount of the SCA Loan is€ 84,798,748.59.

 

“**Second Park**”‘means the second theme park operated by the Operating Company, open to thepublic in April 2002 and named *The Walt Disney Studios*.

 

“**Security Interest**”means:

 

(i)                                     anymortgage, lien, charge, pledge or other collateral (*hypothèque,privilège, nantissement, gage*or *sûreté réelle*),whether legal, judicial or contractual, on real property or movable property;

 

(ii)                                  anyother agreement or arrangement of any character for the purpose of providingsecurity for the payment of indebtedness;

 

(iii)                               anyassignment of a receivable, whether absolute or by way of guarantee (*cession de créance en propriété*or *en garantie*);

 

(iv)                              anysubstitution or addition of recourse to a third party debtor (*délégation pour paiement parfaite* or *imparfaite*);and

 

(v)                                 ifentered into for the purpose of raising borrowed money, any deferred purchase,title retention, sale with obligation to repurchase (*vente àréméré*)**or sale and lease-back (*cession - bail*) arrangement.

 

“**SNC Hotel Companies**”means Hôtel New York Associés SNC, Newport Bay Club Associés SNC, Sequoïa LodgeAssociés SNC, Cheyenne Hotel Associés SNC, Hôtel Santa Fe Associés SNC andCentre de Divertissements Associés SNC.

 

“**SNC Loan**” meansthe Loan made to the Financing Company. As at the Restatement Date, the amount of the SNC Loan is€ 188,689,495.75.

 

“**Subordinated Long TermDebt**” means, in respect of Royalties, Management Fees, interest onthe CDC Second Park Agreements and the Standby Revolving Credit Facility, thedeferred amounts which are converted into subordinated long-term debt inaccordance with the letter referred to in (ii) of the definition of LicenceSupplemental Agreement, the agreement referred to in (ii) of the definition orRemuneration Agreement, the CDC Second Park Agreements and the StandbyRevolving Credit Supplemental Agreement.

 

“**TARGET Day**”means any day on which the Trans-European Automated Real-time Gross SettlementExpress Transfer payment system is open for the settlement of payments in Euro.

 

“**Termination Date**”means the last Repayment Date in May 2012.

 

“**Total Outstanding Amount**”means the aggregate of all Outstanding Amounts.

 

“**VEFA**” means thenotarial deed comprising the Future Sale (*Vente en état futur d’achèvement*)**provided for in the Sales Agreement (*Protocole deVente)*.

 

10

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“**Waiver of Debt Agreements**”means the agreement dated 10 August 1994 under which Disney Enterprises, Inc.(formerly named The Walt Disney Company) has waived the repayment of a debt ofan amount of approximately € 183 million (FRF 1.2 billion) and (ii)the agreement dated 1 October 2004 under which Disney Enterprises, Inc. haswaived the repayment of a debt of an amount of € 10 million.

 

(B)                                In the Agreement and the Schedules, unless the context otherwiserequires:

 

(1)                                  referencesto an “*agreement*” shall be read to includereferences to a concession, franchise, licence, agreement, treaty orundertaking;

 

(2)                                  referencesto the “*assets*” of any person shall be read toinclude references to the whole or any part of its business, undertaking,property, assets and revenues;

 

(3)                                  referencesto the obtaining of any “*authorisation*”shall be read to include references to the obtaining of any governmental orother consent, permission, approval, exemption, licence, order or ruling and tothe effecting of any filing, recording, registration or notarisation which maybe required;

 

(4)                                  referencesto any “*authority*” shall be read to includereferences to any judicial authority, administration, agency, central bank,department, ministry, instrumentality or political sub-division of any State;

 

(5)                                  referencesto “*borrowed money*” shall be read to includeany indebtedness for or in respect of money borrowed or raised (whether or notfor a cash consideration), by whatever means (including acceptances, depositsand leases used to raise money or otherwise than for normal operatingpurposes), or for the deferred purchase price of assets or services (other thanassets or services supplied to any person in the ordinary course of itsbusiness);

 

(6)                                  referencesto any “*Clause*” or “*Schedule*”shall respectively be construed as references to Clauses of and Schedules tothe Agreement;

 

(7)                                  referencesto a “*directive*” shall be read to includereferences to any directive, request, requirement or credit restraint programme(in each case, whether or not having the force of law but, if not having theforce of law, the compliance with which is in accordance with the generalpractice of persons to whom the directive is addressed);

 

(8)                                  referencesto the “*dissolution*” of a person shall be readto include (to the fullest extent permitted by law at any relevant time)references to the winding-up, liquidation or judicial reorganisation (*redressement judiciaire)* of that person, and any equivalentor analogous procedure under the law of any jurisdiction in which that personis incorporated, domiciled or resident or carries on business or has assets;

 

(9)                                  referencesto any “*estimates*”, “*forecasts*”or “*projections*” or amounts to be “*estimated*”, “*forecasted*” or “*projected*” shall be construed as references to 

 

11

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“*estimates*”, “*forecasts*” or “*projections*”,prepared in accordance with the Agreed Procedures;

 

(10)                            referencesto a “*guarantee*” shall be read to includereferences to any other obligation (whatever called) of any person to (i) payor purchase the indebtedness of any person, or (ii) provide funds (whether bythe advance of money, the purchase of or subscription for shares or other securities,the purchase of assets or services, or otherwise) for the payment of theindebtedness of any person, or (iii) indemnify against the consequences ofdefault in the payment of any indebtedness or (iv) pay any indebtedness asco-debtor with any other person and to any other arrangement having a similareffect;

 

(11)                            referencesto “*indebtedness*” shall be read to includeany obligation (whether actual or contingent, secured or unsecured, asprincipal or surety or otherwise) for the payment or repayment of money;

 

(12)                            referencesto “*law*” shall be read to include referencesto any law, principles of law, treaty, constitution, statute, decree,regulation, order, rule, ordinance, directive or other instrument having theforce of law;

 

(13)                          (a)                                   referencesto a “*material adverse effect on the Borrowers*”shall be construed as references to a material adverse effect (“*effet défavorable significatif”*) on both Borrowers taken asa whole;

 

(b)                                forthe purposes only of Sections IX (Representations and Warranties), X(Undertakings) and XI (Events of Default) and Notices of Interest Period andBorrowers’ Certificates, references to a fact, event or circumstance having a “materialeffect” or being “material” shall be construed as a reference to a fact, event,or circumstance which if not disclosed by the Borrowers by the publication ofsupplementary listing particulars would in connection with a secured issue ofdebt securities (other than Euro currency securities) by the Borrowers causethe Borrowers to violate applicable law and the rules of the InternationalStock Exchange of the United Kingdom and the Republic of Ireland Limited in thefollowing circumstances and assuming:

 

(i)                                    thatsuch fact, event or circumstance occurred after publication or original listingparticulars for the listing of such securities on such exchange which compliedin all respects with such law and rules and prior to the commencement ofdealings in such securities following their admission to the Official List; and

 

(ii)                                 thatno other fact, event or circumstance has occurred following the date ofpublication of the original listing particulars;

 

a certificate which is based on a summarydescription of the relevant facts stated therein from the principal office inLondon of any of the following to the effect that any fact, event orcircumstance has or has not had a “material effect” or been “material” as thoseterms are defined above shall to the extent that

 

12

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such facts are demonstrated to be correct,either by agreement between the Agent and the Borrowers or by judicialdetermination by a court of competent jurisdiction, be final and binding on allparties to the Agreement:

 

(i)                                       Goldman Sachs International Limited;

 

(ii)                                    HSBC;

 

(iii)                                 Citigroup;

 

(iv)                                Dresdner Kleinwort Wasserstein;

 

(v)                                   Deutsche Bank;

 

(vi)                                Morgan Stanley International;

 

(vii)                             N.M. Rothschild & Son Limited; and

 

(viii)                          UBS;

 

(14)                            referencesto any “*obligation*” of any party under theAgreement shall be construed as references to an obligation assumed by orimposed on it under the Agreement (and “*due*”, “*owing*”, “*payable*” and “*receivable*” shall be similarly construed);

 

(15)                            referencesto “*paragraphs*” or “*sub-paragraphs*”shall respectively be construed as references to paragraphs in the Clause orsub-clause or in the Schedule (as the case may be or sub-paragraphs in theparagraph in which such references appear and references to “*sub-clauses*” or “*Parts*” shallrespectively be construed as references to sub-clauses in the Clause or Partsin the Schedule in which such references appear;

 

(16)                            referencesto a “*person*” shall be read to includereferences to any individual, company, corporation, firm, partnership, jointventure, association, organisation, trust, state or agency of a state (in eachcase, whether or not having separate legal personality);

 

(17)                            referencesto “*subordinated debt*” or “*subordinated loan*” shall be construed as references to anyindebtedness of either Borrower which, by its express terms, (i) ranks, in theevent of the relevant Borrower’s dissolution, in right of payment after suchBorrower’s indebtedness under the Agreement and (ii) is subordinated as torights of acceleration, enforcement and to bring insolvency proceedings tothose of the Banks provided that the CDC Second Park Agreements shall notconstitute subordinated debts for the purpose of paragraph (1)(I) of Clause 27(*List of Events of Default*).

 

(18)                            referencesto “*tax on overall net income*” of a personshall be construed as references to tax imposed by the jurisdiction in whichits principal office (and/or, in the case of a Bank, its Designated Office) islocated on all or part of the income, profits or gains of that person (whetherworldwide or not) insofar as

 

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such income, profits or gains areconsidered to arise in or to relate to a particular jurisdiction, or otherwise;

 

(19)                            referencesto “*taxes*” shall be read to includereferences to all taxes, levies, imposts, duties or other charges, withholdingsor deductions of a similar nature (by whatever name called) including penaltiesand interest thereon;

 

(20)                           wordsdenoting the singular number only shall (except in the case of references tothe Borrowers or a Borrower) include the plural number and vice versa, andwords denoting natural persons shall include corporations and vice versa;

 

(21)                            headingsare inserted for convenience only and shall not affect the construction of theAgreement;

 

(22)                           referencesto any time of the day shall, unless otherwise specified, be read as referencesto such time in Paris; and

 

(23)                            accountingterms shall have the meanings respectively ascribed thereto by French law andgenerally accepted accounting practice in France.

 

# **2.**                                     TOTAL OUTSTANDING AMOUNT

# ** **

The Total Outstanding Amount at theRestatement Date is € 273,488,244.34, divided as follows:

 

| SCA Loan |   | € | 84,798,748.59  |   |
|----------|--------|--------|----------------|--------|
|     |   |   |           |   |
| SNC Loan |   | € | 188,689,495.75 |   |

 

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**SECTION II**SECURITY INTERESTS

** **

# **3.**                                     SECURITYINTERESTS

# ** **

The performance of the Operating Company’sand the Financing Company’s obligations under the Agreement, in the case of theOperating Company, as Borrower and joint and several co-debtor of the FinancingCompany’s obligations and, in the case the Financing Company, as Borrower and,as the case may be, as *caution réelle*(such *caution réelle* being restated herein bythe Financing Company) securing the obligations of the Operating Company, issecured by the following Security Interests:

 

(A)                             themaintaining until the Termination Date (and for two years thereafter) by theOperating Company (and by the Financing Company) of first ranking mortgages (*hypothèques*), in form and substance satisfactory to theAgent, over all land and real property by nature or by purpose (*immeubles par nature ou par destination*) comprised in PhaseIA (other than real property to which the Discharge applies) registered in aminimum aggregate principal amount of not less than € 857,525,720, andsecuring performance of their respective obligations above, such mortgages (*hypothèques*) having the same first rank among themselves andwith any mortgage (*hypothèque*)granted in favour of CDC in respect of the CDC Ordinary Loans, other thanordinary loan B to the finance company (as defined in the CDC Agreement for theGranting of Ordinary Loans);

 

(B)                               themaintaining until the Termination Date (and for two years thereafter) by theFinancing Company of first rank mortgages (*hypothèques*),in form and substance satisfactory to the Agent, over all land and realproperty by nature or by purpose (*immeubles par nature oupar destination*) comprised in Parc Disneyland (other than realproperty to which the Discharge applies) registered in a minimum aggregateprincipal amount of € 318,618,446 and securing performance of theirrespective obligations above, provided that:

 

(i)                                    suchmortgages (*hypothèques*) shall all have a first rankin competition among themselves and with those**referredto in paragraph (A) above, whether or not pursuant to a *stipulationde concurrence;* and

 

(ii)                                 suchmortgages (*hypothèques*) shall be in competitionwith any mortgage (*hypothèque*)granted in favour of CDC in respect of the CDC Ordinary Loans other thanordinary loan B to the finance company (as defined in the CDC Agreement for theGranting of Ordinary Loans);

 

(C)                                apledge in respect of amounts standing to the credit of each Borrower’s LoanAccounts (*contrat de nantissement du solde des Comptes dePrêts*) substantially in the form contained in Schedule 5,Part One and Security Interests (*nantissements or gages*)in respect of Authorised Investments made out of the relevant Borrower’s LoanAccounts;

 

(D)                               additionalrecourse to a third party debtor (*délégations imparfaites*)granted by insurance companies in respect of all insurance policies coveringdamage to or

 

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loss of property taken out by a Borrower inaccordance with the Insurance Memorandum relating to (i) Phase IA and (ii) inthe event of any Security Interest being granted to the Banks in respectthereof, the Additional Land substantially, in each case in the form containedin Schedule 5, Part Two;

 

(E)                                 inthe case of the Financing Company, additional recourse to a third party debtor(*délégation imparfaite*) to the Banks inrespect of that portion of amounts due by the Operating Company to theFinancing Company under the *Crédit-Bail*Agreement which represents sums due by the Financing Company to the Banks underthe Financing Documents; and

 

(F)                                 inthe case of the Operating Company, any additional recourse to a third partydebtor (*délégations imparfaites*) by thecompanies having granted any advance payment, performance or other bond, letterof credit or other guarantee (*garantie à premièredemande*) delivered for the Operating Company’s benefit in respect ofPhase IA in accordance with any Phase IA Document, unless after the Borrowershave used their best efforts (*meilleurs efforts*)to secure the same the issuer thereof shall have refused such additionalrecourse to a third party debtor, each**substantiallyin the form of Schedule 5, Part Two;

 

in each case to the extent that the assetsto be so charged then exist and to the intent that the benefit of such Securityinterests (other than the Security Interest (*delegation*)referred to in paragraph (E) above) shall be shared with CDC in accordance withthe CDC Sharing Agreement.

 

In the event that the registration periodof any *hypothèque* referred to in this Clause islikely to expire before the Termination Date, the Borrowers hereby expresslyand irrevocably agree that if so requested by the Agent at any time, theregistration of such *hypothèque*shall be renewed at the cost of Euro Disney Associés until the secondanniversary of the Termination Date.  Anyrenewal hereunder must be effected at the competent mortgage registry by nolater than three months prior to the relevant expiry date and at any time inthe event that such renewal is requested by the Agent.  The total amount of the debt secured by the *hypothèques*referred to in this Clause shall not be lessthan 125 per cent. of the Total Outstanding Amount at the time of suchrenewal and at any time prior to the Discharge Date.

 

In the event that the registration periodof the *hypothèque* granted to the FinancingCompany over the assets to which the Discharge applies is likely to expirebefore the Termination Date, the Operating Company shall renew the registrationof such *hypothèque* by no later than three monthsprior to the relevant expiry date at the cost of the Operating Company.  The total amount of the debt secured by such *hypothèque* shall not be less than 125 per cent. of the sumsdue under the *Crédit-Bail* Agreement, includingin the event that the option to sell (*option de vente*)is exercised.  However, the OperatingCompany shall have no obligation under this paragraph if the costs and expensesrelating thereto, including filing and notaries costs, exceed the sum of€ 100,000 (exclusive of any taxes).

 

The Operating Company and the FinancingCompany also undertake not to terminate the Security Interest (*nantissement des créances*) dated 1 December 2004 in respectof

 

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receivables owed by the Financing Companyto the Operating Company under the loan agreement referred to in (iii) of thedefinition of Inter-Company Loan Agreements.

 

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**SECTIONIII INTEREST**

** **

# **4.**                                     INTEREST

# ** **

The SCA Loan and the SNC Loan shall carryinterest for each Interest Period applicable thereto at a rate or ratescalculated pursuant to this Clause.

 

### (A)                             Election of Interest Periods

###  

The relevant Borrower may, by sending aNotice of Interest Period to the Agent by no later than 11 a.m. on the thirdBusiness Day or, in the event that the Interest Period selected by the Borroweris two, nine or twelve months, the fourth Business Day, prior to the relevantInterest Period, elect whether the duration of the Interest Period applicableto its Loan shall be one, three or six months or, unless any Bank shall havenotified the Agent prior to noon on the fourth Business Day prior to the firstday of such Interest Period of its refusal, two, nine or twelve months, and,failing any such election, such Borrower shall be deemed to have elected aduration of six months,

 

Provided that, in the case of eitherBorrower:

 

(1)                                 ifany Interest Period would otherwise end on a day which is not a Business Day,such Interest Period shall be extended to the next succeeding day which is aBusiness Day unless such next succeeding Business Day falls in another calendarmonth in which event such Interest Period shall end on the immediatelypreceding Business Day;

 

(2)                                 anyInterest Period which commences on the last day of a calendar month and anyInterest Period which commences on a day for which there is no numericallycorresponding day in the calendar month one, two, three, six, nine or twelvemonths (as the case may be) after the commencement of such Interest Periodshall, subject to paragraphs (3), (4) and (5) of this proviso, be on the lastBusiness Day of the calendar month one, two, three, six, nine or twelve months(as the case may be) after the commencement of such Interest Period;

 

(3)                                 ifany Repayment Date on which any instalment of such Borrower’s Loan is to berepaid would otherwise fall within an Interest Period applicable to such Loan,such Interest Period shall end upon such Repayment Date in respect of suchportion of such Loan as may be necessary to enable such Borrower to repay suchinstalment on the last day of such Interest Period; and

 

(4)                                 noInterest Period shall extend beyond the final Repayment Date.

 

### (B)                               Interest Rate and Payment

###  

The rate of interest applicable to any Loan(or part thereof) for each Interest Period applicable thereto shall be the rateper annum determined by the Agent

 

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to be equal to the sum of the applicableBase Rate and the applicable Margin. Forthwith upon such determination, the Agent shall notify the applicablerate of interest to the relevant Borrower and the Banks.

 

Subject to paragraph (D) of clause 8(Undertakings) of the Phase IA Credit Amendment and Restatement Agreement, anyinterest at the rate determined as set out above shall be payable in Euro atthe end of each Interest Period and, in the case of any Interest Periodexceeding six months, at the end of the six months period following the firstday of such Interest Period.

 

# **5.**                                     OVERDUEAMOUNTS

# ** **

Any monies due and owing to the Agent orany of the Banks under the Agreement or any of the document referred to herein(hereinafter the “Overdue Amount”) which is outstanding shall carry interest(to the fullest extent permitted by applicable law) which shall be payable bythe relevant Borrower to the Agent promptly on demand irrespective of any forcemajeure.  Interest shall be calculated inaccordance with paragraphs (A) and (B) of Clause 4 (*Interest*),provided that, for the purpose of this Clause, each Interest Period shall besuch period not exceeding six months as the Agent shall consider reasonable andthe applicable Margin shall be 4 per cent. per annum.  Such interest shall be paid in Euro.

 

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**SECTIONIV LOAN ACCOUNTS**

** **

# **6.**                                     LOAN ACCOUNTS

# ** **

### (A)                             Each Borrower shall open and maintain in its own name with the Agent(or such other Bank as the Agent may approve) an account in Euro, such accountbeing referred to in the Agreement as the “Loan Account” of such Borrower.

###  

There shall be creditedby each Borrower to its Loan Account, as and when received by it, the proceedsof:

 

#### (i)                                    any insurance claim paid to either Borrower in connection with PhaseIA (a) which is not a claim in respect of a liability to a third party or inrespect of consequential loss or loss of business, and (b) except to the extentthat monies not credited to either Borrower’s Loan Account have been applied inreinstating the asset in respect of damage to which such claim was made; and

####  

#### (ii)                                 any proceeds of a performance bond in respect of any Phase IA Assetor contract forming part of Phase IA which are paid to either Borrower or theAgent except to the extent that monies not credited to either Borrower’s LoanAccount have been applied to such Asset or in respect of such contract.

####  

### (B)                                The Agent must (without incurring any liability on its part) on therequest of the relevant Borrower transfer an amount from the Loan Account inthe amount and on the Business Day requested by that Borrower in its request tothe Agent.

###  

### (C)                               Any aforementioned transfer from a Loan Account shall be subject tothe following:

###  

(1)                                 noEvent of Default or Potential Event of Default (which has not been remedied orwaived by the Agent) having occurred and being subsisting; and

 

(2)                                  (a)                                therelevant transfer from the Loan Account being required by the relevant Borrowerto be paid out of proceeds of an insurance claim and to be applied within 30Business Days in the manner permitted by paragraph (H)(4) of Clause 24 (*Project Undertakings*); or

 

(b)                                therelevant transfer from the Loan Account being required by the relevant Borrowerto meet a liability to a third party in an amount not exceeding the proceeds ofan insurance claim which has been paid into the relevant Loan Account inrespect of such liability to a third party.

 

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### (D)                              Any interest or other like sums accrued on any credit balance forthe time being on any Loan Account of either Borrower or any AuthorisedInvestment made out of such Loan Account shall be credited to such LoanAccount.

###  

### (E)                                All Loan Accounts and all amounts standing to their credit shall atall times be charged by way of a pledge (*contrat de nantissement dusolde des Comptes de Prêts*) in favour of the Banks substantially inthe form set out in Schedule 5, Part One.

###  

### (F)                                Neither Borrower shall be entitled to make or request any withdrawalor transfer from any of its Loan Accounts if such withdrawal or transfer wouldexceed the funds standing to the credit of such Loan Account on the date of theproposed withdrawal or transfer.

###  

# **7.**                                     AUTHORISEDINVESTMENTS

# ** **

### (A)                             Each Borrower shall be entitled to require in accordance with thisClause that the amounts standing to the credit of its Loan Account shall beinvested in Authorised Investments by notice to the Agent setting out detailswith respect to each required Authorised Investment, specifying the LoanAccount to be debited and the amount of such debit and giving the necessaryinstructions regarding payment thereof for such Authorised Investments.

###  

### (B)                               All Authorised Investments made out of any Loan Account shall becharged by way of Security Interest (*nantissement*or*gage*) in accordance with a letter dated5 September 1989 from the Agent to the Borrowers and countersigned by theBorrowers by way of agreement.

###  

### (C)                               Each Borrower shall promptly provide to the Agent and the ExpertAccountant upon request from time to time all information relating to anyAuthorised Investment made by it.

###  

### (D)                              Upon the realisation of any Authorised Investment, the proceeds ofsuch realisation shall be credited to the Loan Account out of which the samewas made.

###  

### (E)                                Each Borrower will at all times endeavour to match as nearly aspossible the maturities and the currencies of the Authorised Investments madeout of monies credited to any of the above-mentioned Loan Accounts with itsrequirements for payments to be made out of such Loan Accounts.

###  

### (F)                                Any reference in the Agreement to the balance standing to the creditof one of the Loan Accounts shall be deemed to include a reference to theAuthorised Investments (if any) in which all or part of such balance is for thetime being invested.

 

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**SECTION V REPAYMENT**

** **

# **8.**                                     MANDATORYREPAYMENT

# ** **

(A)                              Each Borrower shall repay its Loan on the Repayment Date set out inthe first column below by paying to the Agent, in the case of the OperatingCompany, the Euro amount appearing opposite its name in the second column belowand, in the case of the Financing Company, the Euro amount appearing oppositeits name in the third column below:

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

 

(B)                                The Borrowers shall comply with clause 5 (Prepayment) of the CommonAgreement.

 

(C)                                In the event that either Borrower shall obtain any form of credit orany other financial support (otherwise than from (a) its partners or its director indirect shareholders, (b) under the CDC Loan Agreements or (c) inaccordance with the provisions of the Common Agreement) for any purpose otherthan the general corporate purposes of the Operating Company, the Loan of suchBorrower shall be repaid simultaneously and irrevocably by an amount equalthereto or, if denominated in a currency other than Euro, such amount as theAgent shall determine to be the equivalent thereof in Euro.

 

(D)                             (1)                                   The Agent’s determination of the amounts to be paid by each Borrowerhereunder shall, in the absence of manifest error, be conclusive and binding.

 

(2)                                   No amount paid under this Clause may be redrawn.

 

22

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(E)                                 Notwithstanding any other provisions in the Agreement, the TotalOutstanding Amount shall be reduced to zero on the Termination Date.

 

# **9.**                                     PREPAYMENT

# ** **

### (A)                             The Borrowers may prepay the whole or any part its Loan subject asprovided below, without premium or penalty (other than as otherwise provided inparagraph (3) below) but with accrued interest and all other amounts due inrespect of the amount prepaid. Such prepayment will be subject to the followingconditions:

###  

(1)                                 the absence of a default by the Borrowers in their paymentobligations under the Financing Documents;

 

(2)                                 the Agent shall have received from the Borrowers at least 30 days’prior notice of prepayment;

 

(3)                                 If the prepayment occurs at any time between 1 January 2005 and31 December 2005, the whole of the Total Outstanding Amount shall beprepared by an amount equal to 103 per cent. thereof; if the prepaymentoccurs between 1 January 2006 and 31 December 2006, the whole of theTotal Outstanding Amount shall be prepaid by an amount equal to 102 percent. thereof; and if the prepayment occurs at any time between 1 January 2007and 31 December 2007, the whole of the Total Outstanding Amount shall beprepaid by an amount equal to 101 per cent. thereof;

 

(4)                                 As from 1 January 2008, the prepayment shall be not less than€ 10,000,000 and an integral multiple of € 5,000,000 or shall beequal to the Total Outstanding Amount; any partial prepayment by the Borrowersshall be *pro rata* their respective obligationsunder the Agreement;

 

(5)                                 the prepayment of the whole or part of any Loan shall be made eitherin one amount at the expiry of an Interest Period applicable to such Loan or inseveral payments at the expiry of the successive Interest Periods applicable tosuch Loan next following the date on which a first prepayment is made.

 

Anynotice of prepayment by the Borrowers (or either of them) shall be irrevocableand no amount prepaid may be reborrowed. Any partial prepayment shall beapplied in reducing subsequent repayment obligations in inverse order ofmaturity.  The Agent shall notify theBorrowers and the Banks of the amount of such repayment obligations as soreduced.

 

### (B)                               Where the participation of any Bank in any Loan is to be prepaid,the relevant Borrower shall simultaneously with such prepayment pay to theAgent for the account of such Bank such Bank’s proportion of accrued interestthereon to the date of actual payment and any other amounts due under theAgreement.  In addition, that Borrowershall upon 15 days’ prior notice pay to the Agent for the account of such Banksuch amount(s) as may be necessary to compensate

 

23

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### such Bank for all losses and expenses(including those incurred in liquidating or employing deposits from thirdparties acquired to effect or maintain its participation in the relevant Loanor in any part thereof for the remainder (if any) of the then current relativeInterest Periods and loss of margin for that period) incurred as a consequenceof such prepayment. For the purpose of this paragraph, the certificate of therelevant Bank as to the amount of such losses and expenses, showing the basesand calculations of such bases and expenses, shall in the absence of manifesterror be conclusive evidence of the amount thereof.

 

24

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**SECTION VI CHANGES IN CIRCUMSTANCES**

** **

# **10.**                              INABILITY TO DETERMINE ANY BASE RATE

# ** **

If any of thefollowing circumstances occurs, namely:

 

(1)                                 only one EURIBOR Reference Bank shall notify a EURIBOR rate to theAgent; or

 

(2)                                  the Agent shall be notified, between the date on which it shall havedetermined a Base Rate and the commencement of the period in respect of whichsuch determination was made, by the Majority Banks, that such Base Rate doesnot fairly reflect the cost to them of funding the relevant part of theirOutstanding Amounts; or

 

(3)                                  the Agent shall have determined, after consultation with therelevant Reference Banks (which determination shall be conclusive and bindingupon all parties to the Agreement) that by reason of circumstances generallyaffecting the European interbank market, adequate and reasonable means do notor will not exist for ascertaining the Base Rate in respect of any relevantperiod;

 

the Agentshall forthwith give notice of such fact or determination to the relevantBorrower and to the relevant Banks, whereupon:

 

(a)                                  during the 30 days next succeeding the giving of such notice, suchBorrower, the Agent and each such Bank shall negotiate in good faith in orderto agree upon an alternative basis for the determination of interest in respectof the relevant period in lieu of that otherwise applicable under the Agreementincluding (*inter alia*) changing the length of thefunding periods;

 

(b)                                 if, within such 30 day period, such Borrower and any Bank shallagree in writing upon an alternative basis for such period, such agreementshall take effect in accordance with its terms;

 

(c)                                  if such Borrower and any Bank shall not agree in writing to analternative basis for such period within such 30 day period, the rate ofinterest applicable to the relevant part of such Bank’s Outstanding Amount forthe relevant period shall be equal to the sum of the applicable Margin and theinterest cost to such Bank of funding or maintaining such relevant part duringsuch period. A certificate as to the interest cost to such Bank as aforesaidsubmitted by such Bank to the Agent, showing the bases and calculations of suchBank in deducing such interest cost shall, in the absence of manifest error, beconclusive; and

 

(d)                                 such Borrower may, so long as the circumstances described inparagraph (c) shall subsist, by notice to the Agent, prepay the whole of theOutstanding Amount of the Bank referred to in such paragraph (c) in accordancewith paragraph (B) of Clause 9 (*Prepayment*).

 

25

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# **11.**                              ADDITIONALCOSTS

# ** **

If any centralbank or other appropriate authority with whose requests banks or financialinstitutions are accustomed to comply with respect to the matters referred toin this Clause or if any applicable law or requirement having the force of lawor any change in any applicable law or requirement or in the interpretation orapplication thereof by any governmental, judicial or other appropriate authoritycharged with the administration thereof:

 

(a)                                  shall subject any of the Banks or any payment to any of the Banks toany taxes, levies, imposts, duties, charges, fees, deductions or withholding ofany nature referable to advances made or to be made or credit extended or to beextended by such Bank, or referable to interest or other payments in respect ofany such advances or credit (except for (i) any such taxes, levies, imposts,duties, charges, fees, deductions or withholdings as are referred to in Clause 13(*Withholding*) or (ii) any tax on theoverall net income of such Bank or its Designated Office); or

 

(b)                                 shall impose or modify any reserve or deposit requirements inrespect of deposits or reserves held by or deposits in or for the account of oradvances made or to be made or credit extended or to be extended by any Bank;or

 

(c)                                  either requires a Bank to take into account a greater percentage ofits Outstanding Amount in the determination by such Bank of the amount ofcapital required or expected to be maintained by it and, as a result, theamount of such capital is increased, or will have the effect of increasing theamount of capital required or expected to be maintained by any Bank based onthe existence of such Bank’s Outstanding Amount or its obligations under theFinancing Documents, or

 

(d)                                 shall impose on any Bank any other condition affecting itsOutstanding Amount or any part thereof;

 

and if theBank affected shall determine that a result of any of the foregoing is toincrease the cost to such Bank of maintaining its participation in the Loans,or to reduce the amount of principal, interest, fees or commission receivableby such Bank, then:

 

(i)                                    the Bank concerned shall as soon as practicable notify the Agent inwriting;

 

(ii)                                 the relevant Borrower shall pay to such Bank, upon its demand, suchadditional amount as would compensate such Bank for such additional cost orreduction. A certificate of such Bank as to the additional amount so required,showing the bases and calculations of such Bank in deducing such additionalamount, shall, in the absence of manifest error, be conclusive evidence of theamount thereof; and

 

(iii)                              such Borrower may, so long as the circumstances described inparagraph (ii) shall subsist, by notice to the Agent, prepay the whole of

 

26

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theOutstanding Amount of such Bank in accordance with paragraph (B) of Clause 9 (*Prepayment*).

 

# **12.**                              IMPOSSIBILITY

# ** **

If any centralbank or other appropriate authority with whose requests banks or financialinstitutions are accustomed to comply with respect to the matters referred toin this Clause shall require any Bank not to maintain or give effect to any ofits obligations under the Agreement or if any change in any applicable law orin the interpretation or application thereof by any governmental, judicial orother authority charged with the administration thereof shall make it unlawfulfor any Bank to maintain or give effect to any of its obligations under theAgreement, then, to the extent that such requirement or illegality obliges suchBank to require repayment of monies outstanding under the Financing Documentsto either Borrower, such Borrower shall pay to the Agent for the account ofsuch Bank on such date as such Bank shall have specified the full amountthereof and all other amounts (if any) owing to such Bank in respect thereof inaccordance with paragraph (B) of Clause 9 (*Prepayment*).

 

# **13.**                              WITHHOLDING

# ** **

### (A)                            (1)                                   Each Borrower warrants that, at the Restatement Date, all paymentsto be made by it under the Agreement may be made free from, clear of, andwithout deduction for, any amount whatsoever.

###  

(2)                                 If either of the Borrowers is at any time compelled by law to deductor withhold any taxes, levies, imposts, duties, charges, fees, deductions orwithholdings of any nature from any payment to any Bank (each such Bank beingin this Clause called a “Relevant Bank”) it shall, to the fullest extent thenpermitted by applicable law, pay to the Relevant Bank such additional amount inEuro as may be necessary to ensure that the total amount received by theRelevant Bank after all such deductions or withholdings (including anydeductions or withholdings from the additional amount paid pursuant to thisClause) equals the full amount that the Relevant Bank would have received butfor such deduction or withholding and shall promptly supply to the Agent onbehalf of each Relevant Bank a certificate or other documentary evidence withrespect to the payment of each of such deductions or withholdings.

 

### (B)                               In the event of either Borrower not being permitted by applicablelaw to pay any additional amount referred to in paragraph (A) to a RelevantBank, such Relevant Bank may, by notice to the Agent require its OutstandingAmount to be repaid, whereupon, with effect from such date as such RelevantBank shall have specified in such notice, such Borrower shall repay to suchRelevant Bank the whole of such Relevant Bank’s participation in such Borrower’sLoan.

###  

### (C)                               If and when a Relevant Bank receives the benefit of a tax credit,repayment or allowance (the “benefit”) which relates directly to any additionalamount paid by either Borrower under paragraph (A) it shall promptly pay tosuch Borrower in Euro such sum as shall in the sole opinion of such RelevantBank leave it in no

 

27

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### Iess favourable a position after making thepayment than it would have been in had no additional amount been required to bepaid, Provided that:

###  

(i)                                     such Relevant Bank shall be the sole judge of the amount of thebenefit and of the date on which it is received;

 

#### (ii)                               such Relevant Bank shall have an absolute discretion as to when itclaims and as to the order in which it employs tax credits and allowancesavailable to it;

####  

#### (iii)                            such Relevant Bank shall not be obliged to disclose to such Borroweror any other person any information regarding its tax affairs or taxcomputation; and

####  

#### (iv)                           any such payment shall be conclusive evidence of the amount due tosuch Borrower under this Clause and shall be received by such Borrower in fulland final settlement of its rights to any payment in respect of the benefit.

####  

### (D)                              Each Bank undertakes to bring into account all income in respect ofLoans in the calculation of those of its profits which are subject to Frenchcorporation tax.

###  

# **14.**                              CONSEQUENTIALACTION

# ** **

In the eventthat the application of any of the other Clauses of this Section VIresults in a Borrower having to pay to any Bank any additional amounts orrequires the Outstanding Amount of any Bank to be prepaid then, withoutprejudice to the foregoing provisions of this Section:

 

#### (i)                                   the Agent and the relevant Bank shall consult with the relevantBorrower with a view to negotiating a mutually satisfactory solution for theavoidance of the circumstances giving rise to the application of suchprovisions;

####  

#### (ii)                                if so requested by such Borrower, such Bank shall, as promptly aspracticable thereafter, transfer its participation in the relevant Loan toanother Designated Office or Offices in order to avoid the applicability ofsuch provisions, provided, however, that such transfer would not in the opinionof such Bank impose additional costs on or be otherwise disadvantageous to suchBank in any manner;

####  

#### (iii)                             if such transfer does not occur, such Bank shall use such endeavoursas such Bank in its sole discretion considers reasonable to arrange that one ormore lending institutions (*établissements de crédit*)shall participate under the Agreement in accordance with the provisions ofClause 39 (*Assignment by the Banks*) in order tomitigate such payment or repayment; and

####  

#### (iv)                            to the extent that such Bank fails to arrange for another lendinginstitution (*établissement de crédit*) toparticipate under the Agreement, such Borrower shall be entitled to make sucharrangements, and in such event such Bank shall (at the expense of suchBorrower) execute such transfers of its rights and

 

28

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#### obligations under the Financing Documentsto the relevant lending institution (*établissement de crédit*),as such Borrower shall have retained.

 

29

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**SECTION VII**FEES, EXPENSES, STAMP DUTIES

 

# **15.**                              FEES

# ** **

Each Borrowerundertakes to pay to the Agent in Euro one half of the agency fees in the amountsand on the dates specified in the letter dated 5 September 1989 sent bythe Agent to and countersigned on behalf of the Borrowers.

 

# **16.**                              COSTS ANDEXPENSES

# ** **

Each Borrowerundertakes to pay, within 30 days after demand giving reasonable detailsthereof, one half of all costs and expenses (including taxes thereon andoutside legal and other professional fees (including those of the InsuranceConsultant in the performance of his duties under the Insurance Memorandum))reasonably incurred by the Agent or, in the circumstances envisaged in Clause14 (*Consequential Action*), any Bank in theperformance of its functions under the Financing Documents, including any suchcosts and expenses incurred in connection with any amendment of or waiver inrespect of any of the Financing Documents, such costs and expenses to bereimbursed in the currency in which they are incurred.

 

# **17.**                              ENFORCEMENTEXPENSES

# ** **

Each Borrowerundertakes, within 30 days after request by the Agent giving reasonable detailsthereof, to pay one half of all costs and expenses (including taxes thereon andoutside legal and other professional fees) reasonably incurred by the Agent orany Bank in consequence of the occurrence or continuance of any Event ofDefault or Potential Event of Default or in protecting or enforcing any rightsunder any of the Financing Documents, such costs and expenses to be reimbursedin the currency in which they are incurred.

 

# **18.**                              STAMPDUTY AND REGISTRATION FEES

# ** **

Each Borrowerundertakes to pay promptly on demand by the Agent one half of any stamp dutyand any registration fees (together with penalties or interest with-respectthereto) and filing fees payable in connection with the signature,effectiveness, perfection or performance of the Financing Documents or thereceipt of any sum in connection with or arising out of any of the FinancingDocuments or the transactions contemplated thereby, such duty and fees to bepaid in the currency in which they are incurred.

 

30

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**SECTION VIII**PAYMENTS

** **

# **19.**                              PAYMENTSBY BORROWERS

# ** **

### (A)                             Subject as otherwise provided by the Agreement, all payments to bemade to any of the Banks shall be made by the relevant Borrower to the Agent,for the account of such Banks, to such branch or bank account, on such date,for such value, under such reference and subject to such availability of funds,in each case as the Agent shall have specified to the Borrower, in accordancewith normal practice for the settlement of transactions in Euro.

###  

### (B)                               Unless the Agent shall have been notified in writing by the relevantBorrower not less than three Business Days prior to the date on which anypayment to be made by such Borrower under the Agreement is due that suchBorrower does not intend to remit such payment in full, the Agent may assumethat such Borrower has remitted such payment when so due and the Agent may (butshall not be obliged to) make available to each Bank on such payment date anamount equal to such Bank’s entitlement in such assumed payment in reliance onsuch assumption. If it proves to be the case that such Borrower has not in factremitted such payment to the Agent each Bank shall forthwith on demand repay tothe Agent the amount of such assumed payment made available to such Bank,together with interest thereon until the date of repayment thereof, in anamount equal to the Agent’s costs of funding the relevant amount as notified inwriting to each Bank by the Agent, such notice to show the bases ofcalculations used by the Agent in calculating its costs of funds and in theabsence of manifest error, to be final and binding.

###  

### (C)                               Each Borrower undertakes, subject to Clause 13 (*Withholding*),to make all payments required to be made by it under the Financing Documents infull without any set-off or counterclaim and without any condition, reserve orexception in such manner as to ensure that the funds are available and freelytransferable on the due date therefor for value such due date.

###  

### (D)                              Unless otherwise provided in the Agreement, all payments required tobe made by either Borrower shall be made in Euro or, where such payment is madepursuant to any indemnity, in the currency reasonably required by the payeeBank.

###  

### (E)                                The obligations of each Borrower under the Agreement to makepayments in any currency (the “Contractual Currency”) shall not be dischargedor satisfied by any tender or recovery, whether pursuant to any judgment orotherwise, expressed in or converted into any other currency (the “OtherCurrency’) except to the extent to which such tender or recovery shall resultin the effective receipt by the relevant Banks of the full amount of theContractual Currency payable under the Agreement and accordingly the amount (ifany) by which such effective receipt (when converted into the Contractual Currency)falls short of the full amount of the Contractual Currency payable under theAgreement shall continue to constitute a debt due from such Borrower to suchBanks and shall

 

31

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not be affected by judgment being obtainedfor any other sums due under the Agreement.

 

For thepurposes of this paragraph, recoveries pursuant to any judgment expressed in orconverted into the Other Currency shall be deemed to have been converted intothe Contractual Currency at the Agent’s spot buying rate of exchange thereforin Paris as determined by the Agent to be ruling as at 11.00 a.m. on a dayfalling as short a period as is practicable after the date of recovery.

 

### (F)                                Without limiting the generality of paragraph (E), if either Borroweris placed into liquidation before receipt by the Banks of the full amount ofthe currency payable under the Agreement or the effective receipt in anothercurrency of the full amount of the currency payable under the Agreement, theobligations of such Borrower, including the obligations imposed by paragraph(E), shall not be diminished or otherwise affected by any variation in rates ofexchange between:

###  

#### (i)                                 the date at which the obligations of such Borrower are calculatedfor the purposes of the liquidation; and

####  

#### (ii)                              the date of final payment by the liquidator to the relevant Banks inrespect of those obligations.

####  

# **20.**                              PAYMENT DATE

# ** **

If any sumbecomes due for payment under the Agreement on a day which is not a BusinessDay, such payment shall be made on the next succeeding Business Day unless suchBusiness Day falls in the next following calendar month, in which case suchpayment shall be made on the next preceding Business Day and interest, fees andcommission shall be adjusted accordingly.

 

# **21.**                              APPLICATIONOF PAYMENTS

# ** **

### (A)                             Notwithstanding any instructions to the contrary which may bereceived from either Borrower, the Agent shall apply payments received fromsuch Borrower to the reduction or payment of outstanding amounts under theAgreement in the following order:

###  

(i)                                    costs, expenses, duties, taxes and fees incurred by the Agent andthe Banks;

 

(ii)                                 interest on overdue amounts and indemnity payments;

 

(iii)                              amounts due under Clauses 11 (*Additional Costs*)and 13 (*Withholding*);

 

(iv)                               interest on Loans;

 

(v)                                any other sum (not being of principal) due under the FinancingDocuments; and

 

32

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(vi)                             repayments of Loans.

 

### (B)                               The provisions of paragraph (A) will not apply to amounts receivedby the Borrowers in accordance with clauses 3 and 4 of the Phase IA CreditAmendment and Restatement Agreement.

 

33

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**SECTION IX**REPRESENTATIONS AND WARRANTIES

** **

# **22.**                              REPRESENTATIONSAND WARRANTIES

# ** **

Each Borrowerrepresents and warrants as to itself to the Agent and the Banks that:

 

### (A)                             the Operating Company is a *société en commandite paractions*and the Financing Company is a *société ennom collectif*, each a body corporate duly organised and validlyexisting under the laws of France, with full legal capacity as a *société*and authority to own its property and assets and tocarry on its business as currently conducted;

###  

### (B)                               the entering into and the performance by each Borrower of itsobligations under the Financing Documents, the Disney Support Documents, thePhase IA Documents, the Inter-Company Loan Agreements, the *Crédit-Bail*Agreement, the CDC Loan Agreements, the CDC Second Park Agreements, the CDCSubordinated Long Term Debt Agreements and the Financing Company’s Phase IA PartnersAdvances Agreement:

###  

#### (i)                                  are in all material respects within its legal capacity as a *société*and have been duly authorised by all necessaryaction;

####  

#### (ii)                               do not in any material respect violate any applicable law;

####  

#### (iii)                            do not in any material respect violate its *statuts*;and

####  

#### (iv)                             do not in any material respect constitute a default under anyagreement to which it or its Phase IA business or Phase IA Assets are subject;

####  

### (C)                               all authorisations required at the date at which this warranty ismade or deemed made to enable each Borrower to enter into and perform itsobligations under any of the Financing Documents which have been entered intoand become effective as of such date have been effected or obtained, providedthat this warranty shall not extend to any authorisation which it is not therule or practice of the relevant authority or *notaire*tohave granted or effected by the date as at which this warranty is given.  However, each Borrower hereby warrants thatthere is no reason known to it why any such authorisation should not be grantedor effected by the time it is required;

###  

### (D)                              all authorisations reasonably required at the date at which thiswarranty is made or deemed made to enable each Borrower to enter into thedocuments referred to in paragraph (B) (other than the Financing Documents) towhich it is a party have been effected or obtained, provided that this warrantyshall not extend to any authorisation which it is not the rule or practice ofthe relevant authority or *notaire*to havegranted or effected by the date as at which this warranty is given.  However, each Borrower hereby warrants thatthere is no reason known to it why any such authorisation should not be grantedor effected by the time it is required;

 

34

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### (E)                                all its obligations under the Agreement rank and will at all timesrank at least *pari passu* with the CDC OrdinaryLoans and CDC has and will at all times have, except only to the extentprovided for in the Master Agreement, the CDC Loan Agreements, and theGuarantors’ Sharing Agreement, no recourse against the Borrowers other thansuch recourse as is available to the Banks in respect of either Borrower’sobligations under the Financing Documents;

###  

### (F)                                each of the following agreements is duly signed by the Borrowerparty thereto and is (or shall be upon the execution thereof) in full force andeffect:

###  

#### (i)                                    the Disney Support Documents;

####  

#### (ii)                                 the CDC Loan Agreements;

####  

#### (iii)                              the Financing Company’s Phase IA Partners Advances Agreement;

####  

#### (iv)                             the CDC Second Park Agreements;

####  

#### (v)                                the Inter-Company Loan Agreements;

####  

#### (vi)                             the *Crédit-Bail* Agreement; and

####  

#### (vii)                          the CDC Subordinated Long Term Debt Agreements;

####  

### (G)                               each of the existing Financing Documents constitutes the valid andlegally binding obligations of the Borrower which is a party thereto;

###  

### (H)                              there are no legal proceedings pending or, so far as is known toeither Borrower, threatened before, and no judgment or award has been given ormade by, any court, arbitrator, tribunal, administrative agency or governmentalor other body having authority over it which would be likely materially andadversely to affect its ability to observe and perform its obligations underany of the Financing Documents or the financial condition of the Borrowers;

###  

### (I)                                   as regards the Master Agreement, with the exception of theUnilateral Letters included in the definition thereof:

###  

#### (i)                                    it has been duly signed by all parties thereto and is in full forceand effect;

####  

#### (ii)                                 each of the Borrowers is a party thereto;

####  

#### (iii)                              it is enforceable in accordance with its terms;

####  

#### (iv)                             neither Borrower is in violation of its Essential Obligations, asdefined in clause 27.1 of the Master Agreement;

####  

### (J)                                  no assets of a Borrower, Additional Land or revenues of a Borroweris subject to any Security Interest whatsoever other than (i) those providedfor in the Financing Documents and the CDC Loan Agreements, (ii) the mortgage

 

35

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### (*hypothèque*)granted to secure the financing in an amount of € 5,336,000 of theacquisition of real property let to the employees of the Operating Company, and(iii) the mortgage (*hypothèque*)granted by Euro Disney Associés S.N.C. (prior to its transformation into a *société en commandite par actions*) to secure the performanceof its obligations under the *Crédit-Bail*Agreement;

###  

### (K)                              the mortgages (*hypothèques*)  in favour of the Banks referred to inparagraph (A) of Clause 3 (*Security Interests*)constitute valid and subsisting first ranking mortgages (*hypothèques*)on all Phase IA real property by nature and by purpose (*immeublespar nature et par destination*) with the exception of real propertyto which the Discharge applies; the mortgages (*hypothèques*)in favour of the Banks referred to in paragraph (B) of Clause 3 (*Security Interests*) are valid and subsisting mortgages (*hypothèques*) on the real property by nature and by purposecomprised in Parc Disneyland with the exception of real property to which theDischarge applies.

###  

Save for anyqualifications or disclosures specified in the relevant Borrowers’ Certificate,each of the warranties in this Clause will be correct in all material respectson each date on which a Borrower’s Certificate is issued as if repeated then byreference to the then existing circumstances.

 

36

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**SECTION X****UNDERTAKINGS**

 

# **23.**                              GENERAL UNDERTAKINGS

# ** **

Each Borrower undertakes that unless theAgent shall otherwise have agreed in writing it shall, until the DischargeDate:

 

### (A)                             in relation to the CDC Loan Agreements, in all material respects (*significatif*) under the FinancingDocuments:

###  

(1)                                 useits best efforts to ensure that at all times its obligations to the Banks underthe Financing Documents rank at least *paripassu* with those imposed upon it under the CDC Ordinary Loans;

 

(2)                                 performall its duties and obligations under the CDC Loan Agreements as necessary toensure that no default arises thereunder;

 

(3)                                 takeall reasonable steps to pursue and enforce all its rights thereunder;

 

(4)                                 promptly(and at least 21 days prior to the proposed date of implementation) givewritten notice to the Agent of any amendment or supplement, and of anycancellation, surrender, abandonment, termination, acceptance of repudiation oraction rendering terminable, which in any such case is proposed in respect ofany of the CDC Loan Agreements;

 

(5)                                 notto make or consent to or be a party to the implementation of any proposal toamend, supplement, cancel, surrender, abandon, terminate, accept repudiation,take or accept any action rendering terminable any of the CDC Loan Agreements;and

 

(6)                                 supplyto the Agent promptly after it is made a copy of any amendment or supplement toany of the CDC Loan Agreements and of any new agreement with the CDC relatingto Phase IA;

 

### (B)                               in relation to the Standby Revolving Credit Facility and theRevolving Credit Facility, the Operating Company undertakes:

###  

(1)                                 inrespect of the Standby Revolving Credit Facility:

 

##### (a)                                 to comply with all the provisions of the Standby Revolving CreditFacility;

#####  

##### (b)                                not to make any drawing;

#####  

##### (c)                                 until 1 January 2017, not to make any payment in principal orinterest pursuant to the Standby Revolving Credit Facility as transformed intoSubordinated Long Term Debt in accordance

#####  

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##### with the terms of the Promissory Note referred to in(ii) of the definition of Standby Revolving Credit Facility;

#####  

(2)                                 toperform all its duties and obligations under the New Revolving Credit Facilityas necessary to ensure that no default arises;

 

(3)                                 totake all steps necessary to pursue and enforce its rights under the StandbyRevolving Credit Supplemental Agreement, the Standby Revolving Credit Facilityand the New Revolving Credit Facility;

 

(4)                                 promptly(and at least 21 days prior to the proposed date of implementation) to givewritten notice to the Agent of any amendment or supplement, and of anycancellation, abandonment, waiver, release, termination, acceptance of breachunder the Standby Revolving Credit Facility or the New Revolving CreditFacility, or any other action rendering terminable the Standby Revolving CreditFacility or the New Revolving Credit Facility or relating to any of theirprovisions;

 

(5)                                 notto make or consent to or be party to the implementation of any proposal toamend, supplement, cancel, release, abandon, accept a breach, take or acceptany action rendering terminable the Standby Revolving Credit Facility or theNew Revolving Credit Facility;

 

(6)                                 tosupply to the Agent promptly after it is made, a copy of any amendment orsupplement to the Standby Revolving Credit Facility or the New Revolving CreditFacility;

 

### (C)                               (1)                                  inrelation to the Phase IB Agreements:

###  

(a)                                 procurethat EDL Hotels SCA performs all its duties and obligations under the Phase IBAgreements as necessary to ensure that no default arises thereunder;

 

(b)                                promptly(and at least 21 days prior to the proposed date of implementation) givewritten notice to the Agent of any amendment or supplement, and of anycancellation, abandonment, waiver, release, acceptance of breach or any otheraction rendering terminable any of the Phase IB Agreements or relating to anyof their provisions;

 

(c)                                 procurethat EDL Hotels SCA supplies to the Agent promptly after it is made a copy ofany amendment or supplement to the Phase IB Agreements;

 

(2)                                 inrelation to the CDC Second Park Agreements and the CDC Subordinated Long TermDebt Agreements, the Operating Company undertakes:

 

(a)                                 notto make or consent to or be a party to the implementation of any proposal to amend,supplement, cancel, surrender,

 

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abandon or terminate, and not to take orconsent to any action rendering terminable or accelerating the CDC Second ParkAgreements and the CDC Subordinated Long Term Debt Agreements, where theposition of the Creditors would be materially adversely affected thereby;

 

(b)                                toenforce its rights against CDC pursuant to the CDC Second Park Agreements andthe CDC Subordinated Long Term Debt Agreements;

 

(c)                                 toapply in priority to the payment of monies due under the Financing Contractsany sum the payment of which was deferred (i) pursuant to the subordinationprovisions of the CDC Second Park Agreements or (ii) pursuant to the CDC SecondPark Agreements and the CDC Subordinated Long Term Debt Agreements;

 

(d)                                not tomake any payment in respect of interest payable to CDC on 31 December followingthe end of each of the Financial Years 2005 to and including 2014 which are tobe deferred in respect of a Financial Year by reference to the PerformanceIndicator of the relevant Financial Year, in accordance with the CDC SecondPark Agreements and the CDC Subordinated Long Term Debt Agreements;

 

(e)                                 until1 January 2017, not to make any payment, in principal or interest, inrespect of interest (i) deferred by reference to the Performance Indicator ofthe relevant Financial Year and (ii) transformed into Subordinated Long TermDebt in accordance with the CDC Second Park Agreements and the CDC SubordinatedLong Term Debt Agreements;

 

(f)                                   notto make any payment in respect of deferred interest due to CDC in respect ofthe Financial Years 2001 and 2003 other than in accordance with the provisionsof the CDC Second Park Agreements relating to Tranche E;

 

### (D)                              take all such action as may be required to maintain its corporateexistence, and, without prejudice to the generality of the foregoing, notpresent any petition or make any application or pass any resolution for itswinding-up or enter into any scheme of merger or consolidation with any otherperson or enter into any other scheme under which it ceases to exist and/or itsassets or liabilities are vested in or assumed by any other person without theprior written consent of the Agent provided that any request made in thiscontext shall be considered in good faith by the Agent and provided always thatthe Operating Company shall be entitled to absorb the Financing Company at anytime without the consent of the Agent;

###  

### (E)                                comply with its obligations under the Financing Documents and as andwhen necessary to permit compliance by it with its obligations under theFinancing Documents and the CDC Loan Agreements, use its best efforts to obtainand

 

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### maintain in full force and effect all authorisationsnecessary for the performance and enforceability of its obligations under theFinancing Documents and the CDC Loan Agreements and comply in all materialrespects with all conditions and obligations to which such authorisations maybe subject;

###  

### (F)                                not enter into an arrangement whereunder one of the Borrowersbecomes a surety, guarantor, or other secondary party or co-debtor in respectof the obligations of the other Borrower other than as provided in the MasterAgreement, the Financing Documents or the CDC Loan Agreements;

###  

### (G)                               not to create or permit to arise or subsist any charge over itsundertaking (*nantissement de fonds decommerce*) or any other Security Interest over all or part of itsassets, revenues or Additional Land, other than:

###  

(1)                                 inthe case of the Financing Company, the Security Interests contemplated by theFinancing Documents and the CDC Loan Agreements in favour of the Agent, theBanks and CDC ranking *pari passu*in accordance with the CDC Sharing Agreement;

 

(2)                                 in the case of the Operating Company:

 

(a)                                 theSecurity Interests contemplated by the Financing Documents and the CDC LoanAgreements in favour of the Agent, the Banks and CDC ranking *pari passu* in accordance with the CDCSharing Agreement;

 

(b)                                SecurityInterests over land and installations thereon comprised in Additional Land,granted to secure financing obligations in respect of any development thereonsubject to either (i) the Banks being granted an *hypothèque* thereon ranking *paripassu* therewith by reference (aa) in the case of the Banks, to anamount equal to the aggregate of 5/14th of the original purchaseprice of such Additional Land and that part of the Total Outstanding Amountwhich represents interest, commission and fees thereon, and (bb) in the case ofthe beneficiary of such Security Interests, its maximum lending or creditcommitment in respect of such development or (ii) the Operating Companyreducing the Total Outstanding Amount by the amount described in this paragraph(b)(i)(aa);

 

(c)                                 SecurityInterests in favour of any person other than as aforesaid over any asset whichis not to be the subject of any Security Interest under or pursuant to theFinancing Documents which are also granted to the Banks on a *pari passu* basis in the same form as thosegranted to that person;

 

(d)                                Securitylnterests other than as aforesaid securing a maximum amount equivalent at anytime to 5 per cent. of the net assets (*actifnet*) of the Operating Company as shown in the audited

 

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balance sheet of the Operating Company thenmost recently supplied to the Agent pursuant to the Agreement;

 

(e)                                 SecurityInterests arising by operation of law as a result of trading in the normalcourse and otherwise than by reason of any default by either Borrower so longas application to discharge such Security Interest is made in good faith andsuch Security Interest is discharged as promptly as practicable;

 

(f)                                   themortgages (*hypothèques*) referredto in paragraph (J) of Clause 22 (*Representationsand Warranties*);

 

### (H)                              in the event of any amount whatsoever payable under the FinancingDocuments or the CDC Loan Agreements or any taxes becoming overdue and for solong as such amounts remain unpaid, not make any payments in respect of PhaseIA Partners’ Advances, share capital (*actions*or *parts*) or subordinated debtnor pay any Incentive Fee or Base Fee unless, in the case of overdue tax,payment thereof is being contested in good faith and an amount equal theretohas been set aside in cash by way of provision;

###  

### (I)                                   not enter into any agreement whatsoever with TWDC or any DisneyControlled Affiliate which constitutes an abuse of such Borrower’s assets (*abus de biens sociaux*);

###  

### (J)                                  not, without the consent of the Agent and without making (a) allnecessary amendments to the Financing Documents and the Agreed Computer Modeland (b) appropriate internal accounting provisions to permit the annualfinancial calculations called for by the Agreement, change its fiscal year-endto any date other than 31 December in the case of the Financing Company,and 30 September, in the case of the Operating Company;

###  

### (K)                              promptly upon becoming aware of the occurrence of any Event ofDefault, or of any Potential Event of Default, give notice thereof to theAgent;

###  

### (L)                                ensure that all indebtedness from one Borrower to the other bearsinterest at a rate not exceeding a normal commercial rate at the date on whichthe relevant agreement is entered into;

###  

### (M)                           to comply with and perform the Covenants and its undertakings underthe Common Agreement;

###  

(N)                               until 1January 2017, not to make any payment (in principal or interest) of anyamount representing Royalties or Management Fees which are deferred in respectof the Financial Years 2005 to 2014 and transformed into Subordinated Long TermDebt in accordance with the terms of the letter referred to in (ii) of thedefinition of Licence Supplemental Agreement and the agreements referred in(ii) of the definition of Remuneration Agreement;

 

(O)                               not tomodify (a) the terms of the definition of Subordinated Long Term Debt as setout in the letter referred to in (ii) of the definition of Licence Supplemental

 

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Agreement, the agreements referred in (ii)of the definition of Remuneration Agreement and in clauses of the CDC SecondPark Supplemental Agreements relating to interest or (b) the terms of any CDCSubordinated Long Term Debt Agreement;

 

(P)                                 toprocure that any indebtedness of the Operating Company owed to Euro DisneyS.C.A. shall be subject to the following conditions:

 

(i)                                    theaggregate amount of all fees, interest, bonuses and other similar payments toEuro Disney S.C.A. shall not exceed EURIBOR 3 months less 50 basis pointsper annum; in the event of any change in the tax rules and regulations whichare currently applicable resulting in the interest relating to the cashadvances to Euro Disney S.C.A. no longer being satisfactorily deductible from atax point of view, the parties shall enter into discussions and shall use theirbest endeavours so as to agree new terms and conditions allowing the interestrelating to such advances to be satisfactorily deductible from a tax point ofview;

 

(ii)                                 inthe event of the winding-up (*liquidation*),the repayment of any partner’s advance shall be subject to the prior payment ofall the monies due under the Financing Agreements, the CDC Second ParkAgreements and the CDC Subordinated Long Term Debt Agreements;

 

(iii)                              EuroDisney S.C.A. shall be entitled to request the repayment of the partner’sadvance made pursuant to the Funds Agreement if and to the extent that it isnecessary to the payment of its costs and expenses and up to the € 5million cap applicable to its annual operating budget (which may vary, afterthe Financial Year 2005, in accordance with the annual inflation rate) net ofany income (including the dividends in respect of the Financial Year N-1 andother payments);

 

(iv)                             therepayment flows shall be structured so that Euro Disney S.C.A. has always atleast € 1,000,000 in cash.

 

# **24.**                              PROJECT UNDERTAKINGS

# ** **

Each Borrower undertakes that unless theAgent shall otherwise have agreed in writing, it shall, until the DischargeDate:

 

### (A)                             procure that the Phase IA Assets and Additional Land are kept in allmaterial respects in good operating condition and in good conditionrespectively, and that all repairs, renewals and replacements (includingsubstitutions) to or of Phase IA Assets required to such end are promptly made,subject to the provisions of clause 3 of the Covenants; provided that,consistent with Disney standards applied at Disneyland in California, the MagicKingdom at Walt Disney World in Florida and Tokyo Disneyland in Japan,non-material items need not be replaced;

###  

### (B)                               (1)                                  paypunctually or procure punctual payment of all costs relating to Phase IA (otherthan financial costs) in such manner and at such times

 

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### so asto ensure that no right to cancel any of the Disney Support Documents or thePhase IA Documents arises and that no breach thereof is committed by it, exceptto the extent that:

###  

(a)                                 suchpayment is being contested in good faith;

 

(b)                                thefailure to make such payment is consistent with good business judgement;

 

(c)                                 anyof the Financing Documents shall otherwise require; or

 

(d)                                agreementhas been reached with the relevant other party thereto that failure to makesuch payment will not be treated as a breach;

 

(2)                                 takeall reasonable steps to pursue and enforce all its rights under the DisneySupport Documents and the Phase IA Documents unless the position of the Bankswould not be adversely affected by a failure on the part of such Borrower topursue and enforce such rights;

 

(3)                                 promptly(and at least 21 days prior to the proposed date of implementation) givewritten notice to the Agent of any amendment or supplement, and of anycancellation, surrender, abandonment, termination, acceptance of repudiation oraction rendering terminable, which in any such case is proposed in respect ofany of the Disney Support Documents and the Phase IA Documents;

 

(4)                                 supplyto the Agent promptly after it is made a copy of any amendment or supplement toany of the Disney Support Documents or the Phase IA Documents, of any newDisney Support Documents or Phase IA Document and of any material agreement orinstrument supplemental or complementary or made pursuant to any of the DisneySupport Documents and the Phase IA Documents;

 

### (C)                               in relation to the Master Agreement,

###  

#### (1)                                 use its best efforts to enforce its rights against the French publicparties under the Master Agreement to the extent necessary to compel the Frenchpublic parties to comply with their essential obligations regarding thecompletion of the *réseau express régional*,expressway interchanges (*échangeursautoroutiers*) and primary and secondary infrastructure, as set outin clause 27.1 of the Master Agreement and their obligations as to:

####  

##### (a)                                 the area and location of the Phase IA land and Additional Land to beacquired;

#####  

##### (b)                                the purchase price of such land; and

#####  

##### (c)                                 the value added tax treatment of such Borrower;

 

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except to the extent that the failure toenforce any such rights is consistent with the exorcise of good businessjudgement and will not result in a material adverse effect (*effet défavorable**significatif*) on the Borrowers or theirability to perform their obligations under the Financing Documents;

 

#### (2)                                 comply with all of its material obligations under the MasterAgreement unless the French public parties have waived any failure to complytherewith and except to the extent that the failure to comply with suchobligations is consistent with the exercise of good business judgement and willnot result in a material adverse effect (*effetdéfavorable**significatif*)on the Borrowers or their ability to perform their obligations under theFinancing Documents or on the French public parties’ duty to perform theirobligations referred to in paragraph (1);

####  

#### (3)                                 not, without the written consent of the Agent, requested at leastten Business Days prior thereto, amend the Master Agreement in respect of anyobligation of the French public parties referred to in paragraph (1) and whichcould have a material adverse effect (*effetdéfavorable**significatif*)on the Borrowers or their ability to perform their obligations under theFinancing Documents; and

####  

#### (4)                                 provide to the Agent copies of any written amendment or supplementto the Master Agreement whether or not material within two Business Days ofentering into the same;

####  

### (D)                              in relation to the Disney Support Documents and the FinancingCompany’s Phase IA Partners Advances Agreement:

###  

(1)                                 notmake or consent to or be a party to the implementation of any proposal toamend, supplement, cancel, surrender, abandon, terminate, accept repudiation,take or accept any action rendering terminable any of the Disney SupportDocuments or Financing Company’s Phase IA Partners Advances Agreement where theposition of the Banks would be materially adversely affected thereby; and

 

(2)                                 supplyto the Agent promptly after it is made a copy, certified by the *gérant* of each Borrower party thereto tobe true, complete and up to date, of any agreement relating to Phase IA towhich such Borrower and one or more Disney Controlled Affiliates are partieswhereby services or industrial property rights are to be provided or licensedby such Disney Controlled Affiliates;

 

### (E)                                as and when necessary use its best efforts to obtain and maintain infull force and effect all authorisations necessary for the performance of itsobligations under the *Crédit-Bail*Agreement,the Financing Company’s Phase IA Partners Advances Agreement, the DisneySupport Documents and the Phase IA Documents and comply in all respects withall conditions and obligations to which such authorisations may be subject saveto the extent that failure to do so

 

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### would not have a material adverse effect (*effet défavorable significatif*) on thesituation of the Borrowers;

###  

### (F)                                promptly give written notice to the Agent of every notice of defaultor adverse claim or demand made by any person against such Borrower having, orwhich would be reasonably likely to have a material adverse effect (*effet défavorable significatif*) on theBorrowers relating to Phase IA or the Additional Land or of any proceedingsinstituted with respect thereto, and, except to the extent that it shall berequired not to do so by any other provision of the Financing Documents, takeall steps open to such Borrower which a prudent businessman would consider tobe reasonable, necessary or proper to remedy any such default and protect anddefend the Phase IA Assets and the Additional Land against any such adverseclaim or demand including but not limited to the employment of legal advisersfor the prosecution or defence of litigation and the contest, release ordischarge of any such claim or demand;

###  

### (G)                               take all reasonable steps with a view to procuring that any one ormore representatives or agents of the Agent, the Expert or the InsuranceConsultant be allowed at all reasonable times, upon reasonable notice duringnormal business hours, to the extent reasonably required by them in connectionwith the Financing Documents or the exercise of rights and duties thereunderand at the expense of the Borrowers (i) to have access to the Phase IA Assetsand to inspect or observe all or any facilities or operations thereof, providedthat such representative or agent shall comply with all reasonable instructionsand conditions which may be given by the Operating Company on such occasions,and (ii) to inspect, in connection with any enquiry, any and all books,records, software and other relevant data or information which may be relevantto such enquiry in the possession of or available to such Borrower with respectthereto, provided, however, that nothing in this paragraph shall compel suchBorrower to provide access or permit inspection otherwise than to or by theExpert to the extent that the Operating Company certifies that in its opinionto do so would result in the release of confidential pricing information ortechnical or operational know-how which would be likely to be damaging in thehands of competitors in which event the provisions of paragraph (E) of Clause40 (*Confidentiality*) apply;

###  

### (H)                              in relation to insurance:

###  

#### (1)                                 keep all its assets and business insured or procure the same to beinsured in accordance with the Insurance Memorandum;

####  

#### (2)                                 comply with its obligations with respect to insurance as set forthin the Insurance Memorandum;

####  

#### (3)                                 make prompt disclosure to all the relevant underwriters and otherinsurers (and any persons acting on their behalf) of all material informationrelating to the insurance policies to the extent relevant to the InsuranceMemorandum; and

####  

#### (4)                                 except as permitted by paragraph (A)(1) of Clause 6 (*Loan Accounts*) apply any insuranceproceeds received by it relating to a material loss in

 

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#### connection with Phase IA Assets or Additional Landeither in or towards payment of the cost of replacing or repairing the same assoon as practicable following the date of the receipt of such proceeds or, ifnot so applied, at the option of the Operating Company, in reduction of theTotal Outstanding Amount and, in each case, pending such application, such insuranceproceeds shall be retained by such Borrower in its Loan Account or as anAuthorised lnvestment;

####  

### (I)                                   at its own expense take such action and enter into such documents asand when necessary to enable the Agent and the Banks to create, perfect andmaintain the Security interests provided for in Clause 3 (*Security Interests*) and, in particular,with respect to the *hypothèques*.

###  

# **25.**                              INFORMATION UNDERTAKINGS

# ** **

Each Borrower undertakes that unless theAgent shall otherwise have agreed in writing, it shall, until the DischargeDate:

 

### (A)                             respect and perform the information undertakings provided inparagraph 1 of the Covenants and at its expense supply to the Agent (whereappropriate in such number of copies as the Agent may reasonably request fordistribution to the Banks) at the same time as the Quarterly Reports, theQuarterly Reports relating to Development Investments and the Financial YearEnd Reports referred to in paragraph 1 of the Covenants, a certificate (the “**Borrowers’ Certificate**”) containing:

###  

(a)                                 asummary of key events relating to the Project which have occurred during therelevant Quarter and matters which may effect insurance coverage unless suchinformation has already been communicated pursuant to paragraph 1 of theCovenants;

 

(b)                                confirmationfrom the Borrowers that:

 

(i)                                    noPotential Event of Default has occurred and is continuing since the RestatementDate;

 

(ii)                                 noEvent of Default has occurred and is continuing since the Restatement Date;

 

(c)                                 awarranty from the Borrowers that, except as regards matters which have beendisclosed expressly, all the representations and warranties in Clause 22 (*Representations and Warranties*)**of the Agreement would be true andcorrect in all material respects as at the date of the Borrowers’ Certificateif repeated with reference to the facts and circumstances subsisting at thedate of the Borrowers’ Certificate;

 

### (B)                               cooperate with each Expert or Insurance Consultant in thepreparation of such reports as may be required from time to time by the termsof the Covenants and the Insurance Memorandum, as the case may be, and theOperating Company shall pay for the costs relating thereto;

 

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### (C)                               ensure that with respect to all written information formallysupplied by it to the Agent or to the Banks under the provisions of theAgreement:

###  

(a)                                 anyestimate of any of its present or future Liability to tax is properly andcarefully prepared; and

 

(b)                                asregards any Borrowers’ Certificate or other formal report:

 

(i)                                    asto matters of fact, it is true, complete and accurate in all material respects;and

 

(ii)                                 as toestimates, opinions or forecasts, these have been prepared in accordance withthe Agreed Procedures and otherwise arrived at in good faith;

 

### (D)                              procure (i) that each balance sheet, income statement and notesthereto (*bilan, compte de résultat et annexe*)furnished to the Banks pursuant to clause 1 of the Covenants are prepared(unless otherwise required by clause 1 of the Covenants) in accordance withgenerally accepted French accounting principles consistently applied subject toany changes to the accounting principles under the Covenants, (ii) that suchfinancial statements are lawful and sincere (*régulierset sincères*) and give a true and fair view of the profit or loss ofthe activity of the relevant Borrower during the relevant financial period (*donnent une image fidèle du résultat des opérationsde l’exercice ou de la partie de l’exercice concerné*), (iii) thatthere is no material fact or circumstance arising after the date as at whichsuch financial statements are prepared the non-disclosure of which renders thesaid financial statements misleading;

###  

### (E)                                in respect of the Agreed Computer Model:

###  

(a)                                 notmake any amendment thereto without the prior written consent of the Agent as tothe nature of such amendment and as to the manner in which the same isdocumented; and

 

(b)                                procurethe calculation and production of print-outs on an annual basis or, if theAgent shall so request at any time by giving not less than 90 days’ priornotice, on a half-yearly basis;

 

### (F)                                supply the Agent with copies of all formal notices other thannotices of drawing at any time delivered by or to either of them under theFinancing Company’s Phase IA Partners Advances Agreement, the CDC LoanAgreements, the CDC Second Park Agreements, the CDC Subordinated Long Term DebtAgreements, the Master Agreement, the Disney Support Documents and the Phase IADocuments or any of them;

###  

### (G)                               forthwith after entering into the same, supply to the Agent a copy,certified to be true, complete and accurate by the *gérant* of the Borrower party thereto, of any Phase IADocument; and

 

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### (H)                              as soon as practicable supply to the Agent such material informationas the Banks or any of them may from time to time reasonably require inconnection with Phase IA and Additional Land, save that the Borrowers shall notbe required to provide information to the Agent or the Banks under this Clauseto the extent that the Operating Company certifies that, in its opinion, to doso would result in the release of confidential pricing information or technicalor operational know-how which would be likely to be damaging in the hands of competitorsin which event the provisions of paragraph (E) of Clause 40 (*Confidentiality*) shall apply.

 

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**SECTION XI**EVENTS OF DEFAULT

 

# **26.**          CONSEQUENCESOF EVENT OF DEFAULT

# ** **

On or at any time after the occurrence of any Event ofDefault which is continuing and subsisting and has not been waived by the Agentby notice in writing served by the Agent on the Borrowers, then, the Agent (onbehalf of itself and the Banks) shall upon the instructions of the MajorityBanks be entitled to take all or any of the following actions on behalf of theBanks:

 

### (A)          by notice given by the Agent to the Borrowers, declare the Loans tobe due and payable, whereupon the Loans and accrued interest thereon and allother amounts owing under the Financing Documents shall become immediately dueand payable;

###  

### (B)          enforce any of the Security Interests for the payment or repaymentof all amounts secured thereby;

###  

### (C)          to the extent permitted by applicable law, apply any amountsstanding to the credit of any of the Loan Accounts in payment of any amountsowing to the Agent and the Banks under the Financing Documents whether by theholder of such Account or by the other Borrower;

###  

### (D)          without prejudice to any rights of the Banks arising or existingprior to the occurrence of an Event of Default, enforce by any means any otherobligation of either Borrower under any of the Financing Documents;

###  

and the taking of any one or more of such actions bythe Agent shall be without prejudice to any other remedy available to the Banksor the Agent.

 

Without prejudice to the generality of the foregoing,the Agent shall be entitled (but not obliged) at any time and upon such termsand conditions as it thinks fit, to take such steps as may then be available toit to terminate, defer or counter the effects of any or all of the actionswhich it may have taken in accordance with the provisions of this Clause.

 

# **27.**          LIST OFEVENTS OF DEFAULT

# ** **

(1)            The Events of Default are as follows:

 

(A)          ifeither Borrower should default in the payment of any money when due and payableunder the Agreement and such default continues for more than 5 Business Daysthereafter;

 

(B)          if either of the Borrowers should default in any material respect inthe performance or observance of any obligation relating to the SecurityInterests as provided for in Section II (*SecurityInterests*) or as to the opening, maintaining and operation of accountsas provided for in

 

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Section IV (*Loan**Accounts*) or of any undertaking contained in Section X(*Undertakings*) or Clause 31 (*Subrogation*).

 

Provided that:

 

(i)            where any such default (other than a default in the performance ofeither Borrower’s obligations under paragraph (K) of Clause 23 (*General Undertakings*) or paragraphs (A) or (C) of Clause 25(*Information Undertakings*) is capable ofremedy, no Event of Default shall occur unless such default is not remediedwithin 30 days after the Agent’s notice thereof to the relevant Borrower or therelevant Borrower’s notice thereof to the Agent;

 

(ii)           where any such default relates to the non-performance of anobligation under paragraph (A) of Clause 25 (*InformationUndertakings*), no Event of Default shall occur if delivery of theinformation or document required to be delivered thereby is made within 5Business Days after the due date therefor; without prejudice to the generalityof the foregoing and without incurring any liability in respect thereof or inthe event of its failing to do so for any reason, the Agent shall, uponbecoming aware of the non-delivery of any information or document required tobe delivered under paragraph (A) within such 5 Business Days, inform theBorrowers of such non-delivery; and

 

(iii)          in the event of the Agent becoming aware of any default by referenceto paragraph (C) of Clause 25 (*Information Undertakings*),the Agent shall give notice thereof to the Borrowers and such default shallcease to constitute an Event of Default 90 days after the giving of such noticeif within such period no action by the Agent shall have been taken by referencethereto under Clause 26 (*Consequences of Event ofDefault*);

 

(C)          If anyof the representations given under Clause 22 (*Representationsand Warranties*), as qualified by any qualification or disclosurespecified in the relevant Borrowers’ Certificate, proves to be incorrect in anymaterial respect in the light of the facts and circumstances existing as at theRestatement Date or any subsequent date at which such representation is deemedrepeated, or if any representation given under clause 7 (*Representationsand Warranties*) of the Phase IA Credit Amendment and RestatementAgreement or under any certificate referred to in clause 6 (*Conditions Precedent*) of such Phase IA Credit Amendment andRestatement Agreement proves to be incorrect as at the Restatement Date or thedate of the relevant certificate.

 

(D)          if any of the Financing Documents, the Disney Support Documents, theMaster Agreement (excluding the Unilateral Letters referred to in paragraph (a)of the definition of Master Agreement), the Phase IA

 

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Documents, the CDC Loan Agreements, the CDC SecondPark Agreements, the Phase IB Agreement or the Financing Company’s Phase IAPartners Advances Agreement should cease to be valid or binding or theperformance thereof become unlawful or if any such agreement be terminated(otherwise than by expiry in accordance with its terms) in each case to anextent or in a manner likely to have a material adverse effect (*effet défavorable significatif*) on the Borrowers; or if anyof the providers of such Unilateral Letters shall fail to respect the termsthereof in each case to an extent or in a manner likely to have a materialadverse effect (*effet défavorable significatif*)on the Borrowers;

 

(E)           if the execution or performance of any of the obligations orexercise of any of the rights of either of the Borrowers under any of theFinancing Documents, the Disney Support Documents, the Master Agreement, thePhase IA Documents, the Financing Company’s Phase IA Partners AdvancesAgreement, the CDC Second Park Agreements or the CDC Loan Agreements, shallconstitute a breach of or any default under any other such agreement to anextent or in a manner likely to have a material adverse effect (*effet défavorable significatif*) on the Borrowers;

 

(F)           if any party other than the Borrowers should commit a materialbreach of any of the Disney Support Documents;

 

(G)          if any French governmental, regional, departmental or municipalacquired authority, statutory body or agency shall expropriate the landcomprised in Phase IA or acquire (either compulsorily or in circumstances inwhich it is impracticable to resist acquisition) (i) such part of the Phase IAAssets as would have a material adverse effect (*effetdéfavorable significatif*) on the Borrowers or (ii) such right orpower of management or control over Phase IA or any aspect thereof that wouldhave a material adverse effect (*effet défavorablesignificatif*) on the Borrowers;

 

(H)          (i) if any order of any court or other tribunal or governmentalagency shall be made which is not for payment of a monetary amount, but wouldhave a material adverse effect (*effet défavorablesignificatif*) on the Borrowers and is not discharged within 30 daysor (ii) if any judgment for payment of a monetary amount against eitherBorrower in excess of € 15,000,000, in the case of the Financing Company,and € 38,000,000, in the case of the Operating Company, or any equivalentamount in another currency or in an amount which, when aggregated with othersuch judgments arising out of the same cause of action, exceeds€ 30,000,000, in the case of the Financing Company and € 76,000,000,in the case of the Operating Company, or any equivalent amount in one or moreother currencies, shall remain unsatisfied for more than 30 days after theexhaustion of all administrative and legal remedies which are *suspensifs d’exécution* (suspend the obligation to pay thejudgment amount);

 

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(I)            if any obligation for borrowed monies raised otherwise than underthe Agreement and not constituting subordinated debt, Partners’ Advances or theNew Revolving Credit Facility exceeding € 1,500,000, in the case of theFinancing Company, and € 7,500,000 in the case of the Operating Company(or any of the Subsidiaries thereof other than the Non Recourse Subsidiariesand the Limited Recourse Subsidiaries) or its equivalent in any other currencyis not paid on the due date for payment therefor or after the expiry of anyapplicable grace period or shall become due or become capable of being declareddue prior to its original maturity by reason of default;

 

(J)           if either Borrower shall be in breach of any law or shall, inconnection with Phase IA permit any construction, safety or maintenancerequirement not to be observed, in any such case, to an extent or in a mannerthat would have a material adverse effect (*effet défavorablesignificatif*) on the financial condition of the Borrowers;

 

(K)          if the beneficiary of any Security Interest in respect of anaggregate obligation exceeding € 1,500,000, in the case of the FinancingCompany, and € 7,500,000, in the case of the Operating Company (or anySubsidiary thereof other than the Non Recourse Subsidiaries or the LimitedRecourse Subsidiaries), or its equivalent in any other currency, makes a validapplication to any tribunal for the purpose of enforcing its rights under suchSecurity Interest;

 

(L)           if a court-appointed custodian (*séquestre judiciaire*)is validly appointed for the whole or any material part of the Phase IA Assetsor undertaking of either Borrower (or any analogous proceeding or action istaken in respect of any of the Phase IA Assets) or an attachment (*saisie-conservatoire*) or *opposition*, agarnishment (*saisie-attribution*), aforeclosure (*saisie-immobilière*) or any otherexecution of a judgment is made against the whole or any material part of theassets of either Borrower (or an analogous proceeding or action is taken inrespect of any such assets) unless application to discharge the same is made ingood faith and the same is discharged within the shortest practicable periodafter being made;

 

(M)         (1)           (i) if an application is made by either Borrower for the institutionof proceedings for judicial reorganisation (*redressement judiciaire*)as provided for in articles L.620-1 seq. of the *Code decommerce* or (ii) on the initiative of a creditor or following anapplication by the *Procureur de la République*a court becomes seized of such proceedings with respect to either Borrower andsuch application is not withdrawn or the decision that no *redressementjudiciaire* is required is not made by the competent court within 15Business Days; or

 

(2)           if a liquidator (*mandataire-liquidateur*)is appointed or any order is made or an effective shareholders resolution ispassed for the dissolution (other than a dissolution of the Financing Company

 

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following its absorption by the Operating Company) ofeither Borrower except in the course of a scheme of reorganisation oramalgamation previously approved by the Agent;

 

(N)          if either Borrower makes a sale of assets (*cession debiens*) or admits in writing its inability to pay its debts as thesame become due or is in cessation of payments (*cessation depaiements*) (as defined in article 621-1 of the *Code de commerce* or makes an application for the appointmentof a conciliator (*conciliateur*) with a view to asettlement (*accord amiable*) pursuant to articlesL.611-3 seq. of the *Code de commerce*;

 

(O)          if TWDC ceases to own, directly or indirectly, at any time, thefollowing number of fully paid up shares:

 

(1)           until 31 December 2016, such number of shares as represents atleast 39 per cent. of the share capital of Euro Disney S.C.A.;

 

(2)           at least one share in the Financing Company; and

 

(3)           at least 97 per cent. of the share capital of (a) the *associé commandité* (general partner) of Euro Disney S.C.A.,(b) two of the *associés commandités* (generalpartners) of the Operating Company, (d) a *gérant*(manager) of Euro Disney S.C.A. or (e) a *gérant*(manager) of the Financing Company;

 

(P)          (1)           the occurrence of any event of default as defined in any contract orinstrument relating to borrowed money to which EDL Hotels SCA is a party as aresult of non-payment of any amount at least equal to € 7,500,000, whichrenders such borrowed money capable of being declared due prior to its contractualmaturity unless remedied within any applicable grace period; or

 

(2)           any borrowed money of EDL Hotels SCA is declared due and payableprior to its contractual maturity by the creditor or creditors thereof;

 

(Q)          any resolution shall without the prior written consent of the Agentbe passed by the shareholders of either Borrower for the purposes of effectingany change in the objects or corporate form of such Borrower as the same existas at the Restatement Date;

 

(R)          if the Borrowers fail (for whatever reason) to obtain anyauthorisation referred to in paragraph (E) of Clause 23 (*GeneralUndertakings*) and paragraph (E) of Clause 24 (*ProjectUndertakings*) or if any of the Debtors or a Subsidiary shall fail tocomply with any of the obligations under the Amended and Restated CommonAgreement;

 

(S)           any reduction of the share capital of Euro Disney S.C.A. or theOperating Company other than a reduction of capital based on losses;

 

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(T)          if any person other than PriceWaterhouseCoopers or another firm ofstatutory auditors (*commissaires aux comptes*)of like standing and international repute is engaged as statutory auditor ofeither Borrower;

 

(U)          if the Operating Company ceases to be a *société encommandite par actions* or if the exclusive right to appoint the *gérant* thereof is not vested in fact in a Disney ControlledAffiliate.

 

(V)          any one of the ratios referred to in clause 2 of the Covenants isnot complied with for the any Financial Year N, provided that the Agent may notgive notice of acceleration prior to 30 January of the Financial Year N+1or, in the event of any change in accounting rules and principles, prior to 28 February ofthe Financial Year N+1, if and to the extent that such failure to comply is remediedin accordance with the following conditions:

 

Euro Disney Associés or Euro Disney S.C.A.may restore the DSCR or, as the case may be, the Forecast DSCR using either (i)new cash contributions in the form of reserves (*fondspropres*) or Subordinated Indebtedness of Euro Disney Associés or(ii) waivers of debts (whether or not with a “better fortunes” clause (*clause de retour à meilleure fortune*) attached thereto) ordeferred payments which may, in either case, give rise to a payment only afterthe date on which all sums due (in principal and interest) under the CDC SecondPark Agreements and the CDC Subordinated Long Term Debt Agreements have beenrepaid in full and have been the subject of a subordination agreement to beentered into with CDC (the “**Restoration Amount**”).

 

The Restoration Amount (which shall beadded to the numerator in the calculation of the DSCR or the Forecast DSCR)shall be the higher of:

 

(i)            the Restoration Amount resulting in the DSCR being restored; and

 

(i)            the Restoration Amount resulting in the Forecast DSCR beingrestored;

 

The cash flow of Euro Disney Associés shall have fullybenefited from the Restoration Amount not earlier than 30 June ofFinancial Year N and not later than 30 January of Financial Year N+1 or,in the event of any change in the accounting rules and principles, not laterthan 28 February of Financial Year N+1;

 

(W)         the fact that the Operating Company ceases at any time to operate orto have the right to operate the Parc Disneyland;

 

(X)          if Euro Disney S.C.A. (a) ceases to hold (i) the number of sharesheld by it in the Operating Company at the Restatement Date, or (ii) less thantwo thirds of the share capital of the Operating Company or (iii) at least97 per cent. of Euro Disney Commandité SAS, (b) ceases to be

 

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listed in the Paris Stock Exchange (except in the caseof any delisting imposed by the market authorities), (c) carries on a businessother than (i) holding of shares in Euro Disney Associés and Euro DisneyCommandité SAS, (ii) make its excess cash available to Euro Disney Associés inaccordance with paragraph 7 of the Covenants, (iii) supplying administrativeservices to Euro Disney Associés and (iv) to be a contracting party to theagreements which were not transferred pursuant to the Contribution Agreement or(d) amends its objects or its accounting period compared to the same asprovided in its *statuts*as amended by theshareholders pursuant to the extraordinary general meeting (*assemblée générale extraordinaire*) convened, in particular,to decide on the Contribution;

 

(Y)          if the Operating Company makes any repayment to its shareholders (orany of them) in respect of contribution premiums (*primes d’apport*)resulting from the Contribution and recorded in its accounts (*compte comptable du plan comptable general n°104 “primes liées aucapital*”) in a minimum amount of € 122.2 million;

 

(Z)          if the Operating Company pays any Royalty or Management Fee inrespect of any of the three quarters from 1 January to 30 September 2003in contravention of the terms of the letters dated 28 March 2003 sent toEuro Disney S.C.A. by the Walt Disney Company (Netherlands) B.V. and EuroDisney S.A. respectively.

 

(2)           (A)          In the event that the Agent believes that an event has occurredwhich if material or which if it might have a material adverse effect wouldconstitute an Event of Default, the Agent shall have the right but not theobligation to contact one of the financial institutions named in paragraph(B)(10)(b) of Clause 1 (*Definitions andInterpretation*) with a request for such a certificate as ismentioned in that paragraph.  It shallnot be entitled to request such a certificate from more than one such financialinstitution unless the first financial institution contacted has refused togive such a certificate for any reason other than its determination that suchevent is not “material” or has not had a “material adverse effect” as thoseterms are defined in paragraph (B)(10) of Clause 1 (*Definitionsand Interpretation*). Before contacting any financial institution torequest such a certificate, the Agent shall give notice in writing of suchproposed contact to the Borrowers.

 

(B)          Such financial institution shall not be granted any waiver norindemnification against liability in connection with the performance of itsduties in rendering such certificate as is mentioned in paragraph (B)(10)(b) ofClause 1 (*Definitions and Interpretation*).

 

(C)          The Agent and the Borrowers shall each provide promptly to suchfinancial institution, with copies to the other party, all such information asit may reasonably request to assist it in making its determination.

 

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(D)          Unless the Agent has determined that an Event of Default hasoccurred by reference to a provision where such a certificate would be relevantwithout first having obtained such a certificate, the Borrowers may notinitiate any request for any such certificate as is mentioned in paragraph(B)(10)(b) of Clause 1 (*Definitions andInterpretation*), but in the event that the Borrowers are permittedby this paragraph to initiate such a request the procedures contained in thisparagraph (2) shall be read to apply, where applicable, to such a request bythe Borrowers in lieu of the Agent.

 

(E)           In the event that any such certificate is issued the Agent shallpromptly send a copy of the same together with the summary description of factson which it is based to the Borrowers and the Banks.

 

(F)           The Borrowers shall pay the reasonable fees and expenses of anyfinancial institution contacted by the Agent hereunder provided that suchfinancial institution has issued to the Agent the certificate mentioned inparagraph (B)(10)(b) of Clause 1 (*Definitions andInterpretation*) to the effect that a fact, event or circumstance was“material” or has had a “material adverse effect” as those terms are defined insuch paragraph.

 

(G)          Any financial institution engaged hereunder shall agree to enterinto a confidentiality agreement with the Borrowers substantially similar tothe confidentiality obligations of the Banks contained in Section XVI (*Confidentiality*).

 

(H)          The decision of the financial institution issuing such a certificateshall be binding to the extent stated in paragraph (B)(10)(b) of Clause 1 (*Definitions and Interpretation*).

 

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**SECTION XII**CO-DEBTOR, INDEMNITIES,NO RECOURSE AND SUBROGATION

** **

# **28.**          CO-DEBTOR

# ** **

(A)          The Operating Company hereby acknowledges that it is unconditionallyand irrevocably a joint and several co-debtor (*co-débiteursolidaire*) in respect of all obligations of the Financing Company tothe Agent and the Banks under the Financing Documents which the Agent and theBanks and the Financing Company hereby accept. Without prejudice to the generality of the foregoing, the Agent and theBanks shall not be required to take any legal proceedings or other step againstthe Financing Company, nor to give notice or make any protest or demand to theFinancing Company concerning the failure by the Financing Company to fulfil anyof its obligations under the Financing Documents before requiring performanceby the Operating Company of its obligations as co-debtor.

 

The Operating Company expressly acknowledges in itscapacity as co-debtor that (i) it will in no event be able to invoke the *bénéfice de division et de discussion*(benefit of divisionand discussion) and (ii) that its obligations under this Clause will not beaffected or diminished in any manner by reason of any act or omission by the Agentor the Banks in respect of the Security Interests granted by the FinancingCompany pursuant to the Agreement.

 

(B)           The Operating Company acknowledges that, in its capacity asco-debtor with the Financing Company, as provided for in paragraph (A), its obligationsconstitute primary obligations and not a guarantee or other secondaryobligation. Without limiting the generality of the foregoing, the OperatingCompany acknowledges in particular, but without limitation, that itsobligations under this Clause shall not (to the extent permitted by law) beaffected by any of the following events or circumstances:

 

(i)            thetaking of proceedings, whether judicial, administrative, non-judicial orvoluntary with a view to the dissolution or *redressement judiciaire*(judicial reorganisation) of either Borrower enabling either Borrower tosuspend payments or any proceedings having a similar purpose or effect;

 

(ii)           any express or tacit consent, waiver, extension, indulgence orforbearance granted by the Banks to either Borrower with respect to all or anypart of its obligations under any of the Financing Documents;

 

(iii)          the illegality, invalidity or unenforceability of all or anyprovisions of any of the Financing Documents;

 

(iv)          the lack of legal existence or capacity of the Financing Company orany other factor which may render its obligations under any of the FinancingDocuments illegal, invalid or unenforceable;

 

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(v)           the existence of any exchange control, moratorium or governmental,administrative or any other measures the effect of which is to prevent eitherBorrower from fulfilling its obligations under any of the Financing Documentsor to render such fulfilment more onerous or less favourable than provided fortherein.

 

(C)           The Operating Company hereby, in its capacity as co-debtor, waivesany rights of subrogation which it may have against the Financing Company as aconsequence of any payment made by it to the Agent or the Banks hereunder,until complete payment has been made of all amounts payable by the Borrowersunder the Financing Documents.

 

Neither Borrower shall seek to exercise or enforce anyrights against the other on the basis of Security Interests nor, in the case ofthe Operating Company, by reason of its obligations of co-debtor hereunder, norshall either Borrower compete with the Agent and the Banks as a creditor of theother Borrower in the insolvency, dissolution or *redressementjudiciaire* of such other Borrower, or otherwise, and each Borrower shallpostpone all claims which it may otherwise have against the other Borroweruntil complete satisfaction of all outstanding claims of the Agent and theBanks against the Borrowers arising out of the Financing Documents.

 

(D)          All payments made by the Operating Company as co-debtor hereundershall be made in Euro.

 

# **29.**          INDEMNITIES

# ** **

Without prejudice to any other provision of theAgreement, each Borrower irrevocably undertakes to hold harmless and toindemnify the Agent and the Banks from and against all loss or expense sufferedor incurred by them or any of them as a result of:

 

(A)          the breach by such Borrower of any obligation, other than itsobligations to pay, under the Financing Documents, the Master Agreement, thePhase IA Documents, the Disney Support Documents, the CDC Loan Agreements, theFinancing Company’s Phase IA Partners Advances Agreement, the CDC Second ParkAgreements, any CDC Subordinated Long Term Debt Agreement, the Common Agreementor the *Crédit-Bail* Agreement;

 

(B)          the occurrence or continuance of an Event of Default or the takingof any of the actions referred to in Clause 26 (*Consequencesof Event of Default*);

 

(C)          receipt or recovery of any part of a Loan on a date which is not thelast day of an Interest Period relating to such part;

 

(D)          the taking of any measures by the Agent or the Banks reasonablytaken to enforce compliance with any material provision of the FinancingDocuments by such Borrower or to obtain compensation or other redress as aresult of any non-compliance by such Borrower with any of the FinancingDocuments; or

 

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(E)           the provisions of paragraph (H) of Clause 32 (*The Agent*),provided that in no event shall either Borrower be liable under thissub-paragraph (E) for the gross negligence or wilful misconduct (*faute lourde ou dol*) of the Agent.

 

The indemnity in this Clause shall (without limitingits generality) extend to losses and expenses suffered or incurred inliquidating deposits or re-employing funds taken or borrowed to fund a Loan orany part thereof or any overdue amount.

 

# **30.**          NO RECOURSEAGAINST FINANCINGCOMPANY PARTNERS, FINANCING COMPANY NOT A CO-DEBTOR

# ** **

### (A)          Notwithstanding the provisions of article L.221-1 of the *Code de commerce*, but without in any way limiting orotherwise affecting any other provisions of the Agreement, the Agent and eachof the Banks hereby expressly and irrevocably waive any and all right ofrecourse which they may otherwise be entitled or believe themselves to beentitled to exercise against any of the partners of the Financing Company withrespect to any of the obligations of the Financing Company assumed by it underthe Financing Documents. For the avoidance of doubt, such waiver shall bewithout prejudice to the obligations of the Financing Company’s partners tomake advances in accordance with the Financing Company’s Phase IA PartnersAdvances Agreement.

###  

### (B)          The Banks hereby recognise and agree that notwithstanding that theSecurity Interests granted by the Financing Company pursuant to the Agreementsecure performance of the obligations of both the Financing Company and theOperating Company under the Financing Documents, the Financing Company is not ajoint and several co-debtor (*co-débiteur solidaire*)in respect of the Operating Company’s obligations under the FinancingDocuments.

###  

# **31.**          SUBROGATION

# ** **

Each Borrower hereby irrevocably agrees to subrogatethe Agent and the Banks in all retention of title clauses except those arisingbetween the Borrowers which it may hereinafter possess, with respect to anymovable property comprised in the Phase IA Assets and undertakes to do allthings which may be necessary, in the opinion of the Majority Banks, to givefull legal effect to such subrogation.

 

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**SECTION XIII**THE AGENT AND THE BANKS

** **

# **32.**          THE AGENT

# ** **

### (A)          The Agent is hereby appointed by the Banks to be the agent of theBanks in respect of the Financing Documents. Each Bank irrevocably authorisesthe Agent to take such action on such Bank’s behalf and to exercise such powersin respect of the Financing Documents as are specifically delegated to theAgent by the terms thereof, together with such powers as are reasonablyincidental thereto, except that the Agent shall not be entitled to initiate anylegal proceedings before a court of law on behalf of a Bank, or make anysettlement on behalf of any Bank, without the consent of such Bank.  In respect of the mortgage documents, eachBank shall enter into an escrow deposit agreement with the Agent in the formdetermined by the Agent.

###  

### (B)          The Agent shall have no duties or responsibilities except thoseexpressly set out in the Financing Documents. The Agent hereby undertakes toacknowledge receipt of all documents supplied to it pursuant to paragraph (A)of Clause 25 (*Information Undertakings*)provided that (i) any failure to do so for any reason shall not result in anyliability of the Agent to any person and (ii) such undertaking or any failureto comply therewith shall be without prejudice to the generality of suchparagraph (A) or of the consequences of non-compliance therewith and the rightsof the Agent and the Banks arising therefrom.

###  

### (C)          None of the Agent and its directors, officers, employees or agentsshall, in such capacity, have any responsibility for:

###  

(i)            any failure or delay by any Bank to fulfil any of its obligationsunder the Financing Documents;

 

(ii)           any failure or delay of the Borrowers to fulfil any of theirrespective obligations under the Financing Documents;

 

(iii)          the truth of any representation or warranty made by the Borrowers inthe Financing Documents, or any request for authorisation or certificate;

 

(iv)          the validity, legality, enforceability or sufficiency of theFinancing Documents; or

 

(v)           any action taken or omitted to be taken by the Agent in connectionwith the Financing Documents, except that the Agent shall be liable for its owngross negligence or wilful misconduct (*faute lourde ou dol*).

 

### (D)          The Agent shall be entitled to rely upon any writing, notice,certificate, telex, facsimile, table, statement, order or other documentbelieved by the Agent to be genuine and correct and to have been signed, sentor made by the proper person. The Agent shall be entitled to rely on the adviceand opinions of any advisers, experts or consultants selected by it or given inaccordance with the

 

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### FinancingDocuments and shall not be liable to any of the Banks or to the Borrowers forany of the consequences of such reliance.

###  

### (E)           The Agent may treat each Bank named as a party to the Agreement asthe person entitled to payments under the Financing Documents and the officesset out opposite a Bank’s name in Schedule 1 as its DesignatedOffice, unless and until the Agent receives notice of an assignment, inaccordance with Clause 39 (*Assignment by the Banks*)or notice of a change in Designated Office in accordance with Clause 37 (*Designated Offices*); the Agent may rely on any such noticeuntil it is superseded by a further such notice.

###  

### (F)           The Agent shall not be under any obligation to inquire as to theperformance or observance by the Borrowers of their respective obligationsunder the Financing Documents or of any other document referred to or providedfor therein or in connection therewith or to inspect the assets or books of theBorrowers or any other person. The Agent shall not be obliged to take any stepsto ascertain whether any Event of Default or Potential Event of Default hasoccurred and the Agent shall not be considered to have knowledge of theoccurrence of an Event of Default or Potential Event of Default unless it shallhave received notice thereof from a Bank, a Borrower, any Expert or theInsurance Consultant.

###  

### (G)          The Agent (or any entity related thereto) may accept deposits from,tend money to and generally engage in any kind of banking or other businesswith the Borrowers, including the opening of accounts, as if it were not theAgent (or, as the case may be, such entity), and may accept and retain any feespayable to it for its own account in connection with any of the FinancingDocuments or transactions contemplated in this paragraph without having toaccount therefor to any Bank.

###  

### (H)          The Banks agree (which agreement shall survive payment of allamounts due under the Agreement) to indemnify the Agent (to the extent notreimbursed by the Borrowers but without affecting the obligations of theBorrowers under the Financing Documents) rateably in accordance with theirrespective participations in the Loans from and against any and allliabilities, obligations, losses, damages, penalties, actions, judgments,suits, costs, expenses, taxes or disbursements of any kind and naturewhatsoever which may be imposed on, incurred by, or assessed against the Agent,in its capacity as such, in any way relating to or arising out of the FinancingDocuments or any other documents contemplated by or referred to therein or thetransactions contemplated thereby or any action taken or omitted by the Agentin enforcing any of the terms thereof or preserving any rights thereunder,provided that no Bank shall be liable for any of the foregoing to the extentthey arise from the Agents gross negligence or wilful misconduct (*faute lourde ou dol*). The determination by the Agent as tothe extent to the amount to be borne by Banks shall be final. The Agent shallnot be obliged to expend its own funds or otherwise incur any financialobligation in connection with the Financing Documents unless it is assured toits satisfaction of reimbursement hereunder.

###  

The Agent shall have no obligation under the Agreementto carry out, on behalf of any Bank, any procedures for the identification ofcounterparties in relation to

 

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any person, and each Bank hereby confirms to the Agentthat is solely responsible for the verifications that it has the obligation tomake and that it shall not rely on the Agent’s representations relating to suchverifications.

 

### (I)            (1)           Promptlyafter its receipt thereof, the Agent will (i) credit to the Operating Company’sLoan Accounts any proceeds received by it by reason of any *délégation*referred to in paragraph (F) of Clause 3 (*Security Interests*)and (ii) credit to the relevant Borrower’s Loan Accounts, except to the extentprovided in paragraph (A)(1) of Clause 6 (*Loan Accounts*)any insurance proceeds received by it by reason of any *délégation*referred to in paragraph (D) of Clause 3 (*Security Interests*)provided that the obligations contained in this paragraph (1) shall besuspended for so long as any Event of Default or Potential Event of Defaultshall subsist and not have been waived by the Agent;

###  

(2)           promptlyafter its receipt thereof, the Agent will forward to each Bank a copy of eachreport, notice or other document required by the Financing Documents to bedelivered to the Agent by either or both of the Borrowers and, subject to theprovisions of paragraph (J), will provide such other information to the Banksas it receives in its capacity as Agent concerning Phase IA, the Project, theBorrowers or other matters related to the Financing Documents as the Agentconsiders appropriate or as any of the Banks may request.

 

### (J)           Each Bank severally represents and warrants to the Agent thatindependently and without reliance on the Agent, it has made its ownindependent investigation in respect of the financial condition and affairs ofthe Borrowers and in respect of Phase IA, the Additional Land and the Projectand has not relied on any opinion expressed by the Agent in connection with theFinancing Documents, the Master Agreement, the Disney Support Documents, thePhase IA Documents, the CDC Loan Agreements, the CDC Second Park Agreements,any CDC Subordinated Long Term Debt Agreement, the Phase IB Agreements, theFinancing Company’s Phase IA Partners Advances Agreement, the Sales Agreement (*Protocole de Vente)*, the VEFA, the *Crédit-Bail*Agreement or the Project, or any part or aspect thereof, and, without prejudiceto the generality of the foregoing, each Bank severally represents and warrantsthat it has not relied on any interpretation placed by the Agent on the Projectin respect of which the Agent does not accept any liability whatsoever, whichthe Banks hereby recognise and accept.

###  

In addition, each Bankseverally represents and warrants that it will continue to make its ownindependent appraisal of the credit-worthiness of the Borrowers and theviability of Phase IA or any other part of the Project and agrees that it willhave no recourse to the Agent based directly or indirectly on any interpretationplaced by the Agent by whatever means on any information or document relatingto the Project. Each Bank further acknowledges that one or more drafts of theAgreement and the Schedules, as amended and restated, were made available to itfor review prior to the Restatement Date, and that it is satisfied with theform and substance of the Agreement and the Schedules, as amended and restated.

 

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Except for notices and other documents expressly requiredto be furnished to the Banks by the Agent under the Agreement, the Agent shallhave no duty or responsibility to provide any Bank with any credit or otherinformation concerning the affairs, financial condition or business of theBorrowers or any other person or concerning any part of the Project in anymanner whatsoever which may come into the possession of the Agent or any entityrelated to it.

 

Nothing in the Agreement shall oblige the Agent todisclose any information relating to the Borrowers or any other person or theProject if such disclosure would or might, in the opinion of the Agent,constitute a breach of law or of its duty of secrecy or confidence.

 

### (K)          Subject to the appointment of and acceptance by a successor Agent,the Agent may resign at any time by giving 90 days’ notice thereof to the Banksand the Borrowers. The Agent may be removed from its functions by a decision ofBanks whose Outstanding Amount or aggregate Outstanding Amounts equal at least75 per cent. of the Total Outstanding Amount. Upon any such resignation orremoval, the Majority Banks shall have the right to appoint a successor Agentwhich shall be a lending institution (*établissement de crédit*).

###  

If no successor Agent shall have been so appointed bythe Majority Banks and shall have accepted such appointment within thirty daysafter the retiring Agent’s giving notice of resignation, then the retiringAgent shall appoint a successor Agent.

 

Upon the acceptance of any appointment as Agent underthe Agreement by a successor Agent, such successor Agent shall thereuponsucceed to and become vested with all the rights, powers, privileges and dutiesof the retiring Agent and the retiring Agent shall be discharged from itsduties and obligations under the Agreement. After any retiring Agent’sresignation hereunder as Agent, the provisions of this Clause shall continue ineffect in respect of any action taken or omitted to be taken by it while it wasacting as the Agent under the Agreement.

 

### (L)           The Agent shall be entitled to terminate the appointment of and toappoint any bank or financial institution as a EURIBOR Reference Bank wheneverit shall determine that such termination or appointment is necessary ordesirable, provided that the Borrowers shall have given their prior written consentto such termination or appointment, which consent shall not be unreasonablywithheld.

###  

### (M)         The Agent shall not be bound by any waiver, amendment, supplement ormodification of the Agreement which directly affects its rights or obligationsas Agent under the Agreement, unless it shall have given its prior writtenconsent as Agent thereto.

###  

### (N)          The Agent shall:

###  

(1)           unless it considers the matter in question not to be material, bebound (and shall in any event be entitled) to notify to the Banks any questionrelating to the exercise by the Agent of any discretion, or to the giving or

 

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withholding by it of any approval or waiver, or anymatter dependent on its opinion, for any purposes under the FinancingDocuments;

 

(2)           in such event (but subject to paragraphs (O), (P), (Q) and (R)) actin accordance with the directions of the Majority Banks; and

 

(3)           in any of the cases referred to in paragraphs (O), (P), (Q) and (R)act only in accordance with an authority given pursuant to the relevantparagraph.

 

### (O)          With the prior consent of the Majority Banks, the Agent may, and ifdirected to do so by such Bank or Banks, the Agent shall (but shall nototherwise):

###  

(1)           (a)            approveany investment as an Authorised Investment;

 

(b)           agree that facts are correct, as envisaged by paragraph (B)(10) ofClause 1 (*Definitions and Interpretation*));

 

(2)           dismiss or select any Expert or any Insurance Consultant;

 

(3)           agree that an event, circumstance or state of affairs should be aPotential Event of Default or an Event of Default or grant any consent pursuantto Clause 27 (*List of Events of Default*) or anywaiver of any Event of Default or Potential Event of Default;

 

(4)           take any action permitted by Clause 26 (*Consequencesof an Event of Default*) or appoint a financial institution inaccordance with paragraph (2) of Clause 27 (*List of Events of Default*);

 

(5)           give any approval pursuant to paragraph 3(A)(2)(vi) of Part One of Schedule 4(*Cancellation or Reduction of Insurance*);

 

(6)           agree to insurance monies being paid otherwise than to the Agent; or

 

(7)           specify any sum other than €1,525,000 pursuant to paragraph (A) ofPart Three of Schedule 4 (*Limit on RecoveriesPayable to the Borrowers*).

 

### (P)           With the prior consent of a Bank or Banks whose Outstanding Amountor aggregate Outstanding Amounts equal at least 66 2/3 per cent. of the TotalOutstanding Amount, the Agent may and if directed to do so by such Bank orBanks the Agent shall (but shall not otherwise):

###  

(1)           agree that any of the undertakings contained in Section X (*Undertakings*) should not apply to any particular event, circumstanceor state of affairs or give any approval, express satisfaction or grant anywaiver in relation to any provision of such Section; or

 

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(2)           subject to paragraphs (Q) and (R) as agent for the Banks, enter intoan agreement with the Borrowers and/or any other party thereto modifying theprovisions of any of the Financing Documents.

 

### (Q)          With the prior consent of a Bank or Banks whose Outstanding Amountor aggregate Outstanding Amounts equal at least 80 per cent. of the TotalOutstanding Amount, the Agent may and if directed to do so by such Bank orBanks shall (but shall not otherwise):

###  

(1)           grant any waiver pursuant to paragraphs (A) to (F) of Clause 3 (*Security Interests*);

 

(2)           subject to paragraph (R) as agent for the Banks enter into anagreement with the other parties to the Agreement amending the terms of Schedule 4;or

 

(3)           amend Section XII (*Co-debtor, Indemnities, NoRecourse and Subrogation*) or any instrument evidencing a SecurityInterest in favour of the Banks or release any property from the SecurityInterest created thereby.

 

### (R)          Without the prior consent of all the Banks no modification oramendment, nor any waiver of rights under any of the Financing Documents, shallbe made which would:

###  

(1)           reduce the interest rate or rates or the rate or amount of anycommission or fee payable to any Bank;

 

(2)           increase the principal amount of any Bank’s Outstanding Amount;

 

(3)           amend Clause 8 (*Mandatory Repayment*)or the definitions used therein or this paragraph (R).

 

### (S)           Any action or decision taken or made by the Agent in accordance withthe provisions of paragraphs (N), (O), (P), (Q) or (R) shall be binding on theAgent and the Banks and, in connection with any action or decision taken by theAgent, neither of the Borrowers shall be bound to enquire whether theprovisions of such paragraphs have been observed.

###  

### (T)          To the extent that any consent, approval or discretion is expressedin the Agreement to be given or to be exercisable by the Agent under circumstancesunder which the Agent is required by the Agreement to act reasonably or notunreasonably, and to the extent that such consent, approval or discretion is byvirtue of paragraphs (N), (O), (P), (Q) and (R) to be given, withheld or isexercisable at the direction of the Banks (or some of them) under suchparagraph, then each Bank in exercising (or failing to exercise) its right tovote thereunder shall be bound to the same extent as if it had been named inthe relevant paragraph in place of and to the exclusion of the Agent.

 

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### (U)          Whenever the Agent refers any question to the Banks for any of thepurposes of paragraphs (N), (O), (P) (Q) or (R) it shall:

###  

(1)           do so in writing;

 

(2)           state a time (being reasonable in all the circumstances) withinwhich each Bank is to give directions as aforesaid; and

 

(3)           inform the Borrowers in general terms of the question referred, andthe Borrowers may, if practicable, submit oral or written statements to all theBanks in respect thereof.

 

If not all the Banksreply to the Agent within the required time as aforesaid (or such longer timeas the Agent may allow) then:

 

(1)           if the matter requiring decision is being decided under paragraph(N) or (O), the required majority shall be calculated by reference to theAggregate Outstanding Amounts of the Banks who have so replied and not byreference to the Total Outstanding Amount;

 

(2)           otherwise any Bank which does not reply shall be deemed to havevoted against the resolution in question.

 

# **33.**          THE BANKS

# ** **

### (A)          The Banks and the Borrowers specifically recognise and agree thatthe obligations of each Bank under the Agreement are independent. No Bank shallbe responsible to the Borrowers for any failure or alleged failure on the partof any other Bank or the Agent duly to perform its obligations under the termsof the Agreement nor shall the Agent be responsible to the Borrowers for thefailure or alleged failure of any Bank so to perform its obligations under theAgreement.

###  

The obligations of theBorrowers to any Bank or to the Agent shall not be diminished or affected byany failure or alleged failure on the part of any other Bank duly to performits obligations under the terms of the Agreement nor shall the obligations of theBorrowers to the Banks be affected by any failure or alleged failure of theAgent so to perform its obligations under the Agreement.

 

Nothing contained in theFinancing Documents and no action taken by the Banks pursuant to the provisionsof the Financing Documents shall be deemed to constitute the Banks apartnership, association, joint venture or other entity.

 

### (B)          The rights and remedies of any Bank may be exercised independentlyby it and shall not depend upon any joint or concurrent exercise thereof by anyother Bank.

###  

### (C)          Except as otherwise expressly provided, each of the Banks and, tothe extent necessary, the Borrowers, agrees each with the other that theindebtedness of

 

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### theBorrowers to each of the Banks under the Agreement shall at all times rankequally and without preference.

###  

### (D)          If any Bank (a “Receiving Bank’) at any time receives or recoverspayment (other than a payment received for the account of the Receiving Bankalone pursuant to Section VI (*Changes in Circumstances*))of any amount under the Financing Documents in an amount greater, by referenceto their respective Outstanding Amounts, than the amount received or recoveredby any other Bank:

###  

(i)            theReceiving Bank shall promptly pay to the Agent an amount equal to the excess soreceived or recovered;

 

(ii)           the Agent shall distribute that amount as if it had been receivedfrom the relevant Borrower; and

 

(iii)          as between such Borrower and the Receiving Bank, that amount shallbe treated as not having been paid;

 

provided always that, inthe event that any monies are recovered by a Bank in any separate legal actionbrought by such Bank after having given notice to the other Banks of such Bank’sintention to commence such legal action and an opportunity jointly toparticipate in such proceedings, such monies shall be recovered by it for itsown benefit and that Bank shall be under no obligation whatsoever to share anysuch monies with any other Bank.

 

If a Receiving Bankshall be required to refund any amount received or recovered by it and paid tothe Agent for distribution as provided in paragraphs (i) to (iii) above, eachBank shall promptly repay to the Agent for the account of the Receiving Banksuch part of that amount as was so distributed to it together, if the ReceivingBank is required to pay interest on the amount refunded by it, with thecorresponding portion of the interest so paid.

 

The Borrowers and theBanks expressly agree that payments by, or recoveries from, the Borrowers shallbe shared as aforesaid without the need for any further consent of theBorrowers or the completion of any further formality whatsoever.

 

# **34.**          INDEPENDENTCONTRACT

# ** **

The Borrowers agree that none of the Agent or theBanks are under any obligation to obtain evidence in respect of or otherwise tosatisfy themselves concerning the validity, legality or enforceability of anycontracts or other arrangements related to Phase IA, Additional Land or theProject and, in the event that any such contract or arrangement or anyprovision thereof or documents relating thereto is put to any improper use orrepudiated or proves invalid, illegal or unenforceable, or in the event of anycommercial dispute relating to Phase IA, Additional Land or the Project, anysuch improper use, repudiation, invalidity, illegality, unenforceability orcommercial dispute or any decision based thereon or settlement thereof shall inno way affect or impair the rights of the Agent or the Banks against theBorrowers under the Financing Documents or any other

 

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document therein referred to, or reduce or diminish inany manner whatsoever any of the obligations of the Borrowers to the Agent orthe Banks.

 

# **35.**          NO RESPONSIBILITIES FOR THE PROJECT OR THE MANAGEMENT OF EITHER BORROWER

# ** **

### (A)          Nothing in the Financing Documents nor in any of the documents orarrangements therein referred to or contemplated thereby shall be interpretedor construed in any manner so as to oblige the Agent or the Banks to assume anyresponsibility for the creation, operation or maintenance of the Project or anypart thereof nor shall the Agent or the Banks be bound without their expresswritten consent by any arrangements made by the Borrowers with third partieswith respect to the Project or any part thereof.

###  

### (B)          Nothing in the Financing Documents nor in any of the documents orarrangements therein referred to or contemplated thereby shall be interpretedor construed in any manner as giving the Banks or the Agent the power to controlthe management of either Borrower and, accordingly, the Agreement shall notgive rise to any interference (*ingérence*) inthe management of the Borrowers’ affairs by any of the Banks or the Agent.  Each Borrower hereby irrevocably waives anyright of recourse which it may at any time have against any other party to theFinancing Documents, or any documents, arrangements referred to therein orcontemplated thereby, arising out of or in any way related to any suchinterference or *de facto* management.

 

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**SECTION XIV**INSURANCE CONSULTANT

** **

# **36.**          INSURANCECONSULTANT

# ** **

### (A)          At the Restatement Date the firm of insurance consultants appointedas Insurance Consultant is Marsh Conseil which shall continue in office untilthe earlier of (i) its resignation or removal by the Agent in accordance withits terms of appointment and (ii) the Discharge Date. In the event of anyInsurance Consultant resigning or being removed as aforesaid, any successorInsurance Consultant shall be appointed by the Agent acting on behalf of theBanks with terms of reference similar to those of the first InsuranceConsultant.

###  

### (B)          No party to any of the Financing Documents shall, in the absence ofgross negligence or wilful misconduct (*faute lourde ou dol*)on its part, incur any liability to any other person on any account whatsoeverin respect of any action taken or not taken by the Insurance Consultant.

 

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**SECTION XV DESIGNATED OFFICES AND TRANSFERS**

** **

# **37.**          DESIGNATEDOFFICES

# ** **

### (A)          Subject to paragraph (B), each Bank will participate in theAgreement through its Designated Office.

###  

### (B)          Any Bank may at any time transfer its Designated Office to any otheroffice of such Bank (which shall thereupon be deemed its “Designated Office”),provided that each Bank must have an office in Mainland France capable of beingat any time a “Designated Office”, provided further that, in the case of Bankswith their registered office in France, they undertake to continue to take intoaccount for the calculation of their taxable profit in France the revenuearising out of the Agreement. The requirement for all Banks to have in MainlandFrance an office capable of being a Designated Office shall not apply to theBanks which are parties to the agreement dated 17 March 1995 and which, atthe date of such agreement, did not have in France an office capable of being aDesignated Office.

###  

# **38.**          ASSIGNMENTBY BORROWERS

# ** **

Neither of the Borrowers shall be entitled to assignany of its rights under the Agreement.

 

# **39.**          ASSIGNMENTBY THE BANKS

# ** **

### (A)          Each Bank (an “Assignor Bank”) may (at its own expense, except asotherwise expressly provided herein and subject to the Assignor Bank havingcomplied with any law, regulation or practice relating to procedures foridentification of counterparties) at any time transfer all or any part of itsrights, benefits and obligations under or pursuant to the Financing Documentsby assigning to any bank or financial institution (an “Assignee Bank”) which iseither an affiliate of that Bank or otherwise is approved by the OperatingCompany in writing, such approval not to be unreasonably withheld.  Such a transfer shall only be made by way ofassignment of all or part of the rights and benefits of the Assignor Bank underthe Agreement in consideration of the agreement of each Assignee Bank toperform that percentage of such Banks obligations under the Agreement ascorresponds with that percentage of such Bank’s rights and benefits so assignedto such Assignee Bank; Provided that (i) each Assignee Bank must have an officein mainland France capable of being at any time a Designated Office, (ii) anypartial transfer relates to a minimum amount of €5,000,000 (which shall bereduced on the Repayment Dates by the amount of each repayment) and (iii) anyAssignee Bank shall bear any additional tax cost resulting from suchtransfer.  It is hereby agreed that (x)the Operating Company may reasonably refuse its approval *inter alia*if there will be additional costs to be paid by the Borrowers as a result ofthe transfer to the proposed Assignee Bank, and (y) if the Operating Companyfails to respond (with reasons in the case of refusal) within 7 days of arequest for consent to assign it shall be deemed to have given approval. Therequirement for all Banks to have in

 

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### mainlandFrance an office capable of being a Designated Office shall not apply to theBanks which are parties to the agreement dated 17 March 1995, which, onthe date of such agreement, did not have an office in France capable of being aDesignated Office.

###  

### (B)          If any Assignor Bank transfers all or any part of its rights,benefits and obligations as provided in paragraph (A), all references in theFinancing Documents to the Assignor Bank shall thereafter be construed asreferences to the Assignor Bank and its Assignee Bank(s) to the extent of theirrespective participations and the Borrowers shall thereafter look only to theAssignee Bank (to the exclusion of the Assignor Bank) in respect of thatproportion of the Assignor Bank’s obligations under the Agreement ascorresponds to such Assignee Bank’s participation in the Agreement (or, as thecase may be, in respect of those proportions of the Assignor Bank’s obligationsunder the Agreement as correspond to such Assignee Banks’ respectiveparticipations in the Agreement) and accordingly the Assignor Bank’sOutstanding Amount shall be appropriately reduced and the Assignee Bank shallassume (or, as the case may be, the Assignee Banks shall proportionatelyassume) an Outstanding Amount equivalent to such reduction in the Assignor Bank’sOutstanding Amount.

###  

### (C)          A Bank may disclose to a potential Assignee Bank which is either anaffiliate of a Bank, or otherwise is approved by the Operating Company inwriting, such approval not to be unreasonably withheld, and which in eithercase has signed a confidentiality undertaking in favour of the Borrowers in theterms set out in Clause 40 (*Confidentiality*),such information about the Borrowers and their respective financial conditions,Phase IA and the Project as shall have been available to the Banks generally.

###  

### (D)          The Borrowers and the Banks hereby declare that it is not theirintention to effect any novation of the Borrowers’ obligations under theFinancing Documents through the operation of this Clause or Clause 14 (*Consequential Action*).

###  

### (E)           If any assignment shall be made pursuant to this Clause, theAssignor Bank and the Assignee Bank shall notify the Agent thereof inaccordance with the provisions of Schedule 3 and the Assignor Bankshall pay to the Agent the Agent’s charges and expenses of recording suchtransfer in accordance with normal French banking practice.

 

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**SECTION XVI CONFIDENTIALITY**

** **

# **40.**          CONFIDENTIALITY

# ** **

### (A)          The Agent and each of the Banks (i) shall hold in strictestconfidence and secrecy from any third party other than professional advisersand consultants (including the Expert and the Insurance Consultant) any and alldata, information or reports made available by or received by them from eitherof the Borrowers or from any Disney Controlled Affiliate, or any of theiragents, consultants or professional advisors (including the Expert and theInsurance Consultant) in connection with any of the Financing Documents, and(ii) shall not disclose any such information to any such third party withoutthe prior written consent of the Operating Company which consent it may, in itssole discretion, withhold except:

###  

(i)            anysuch data or information as is or becomes publicly known otherwise than as aresult of any breach of the provisions of this Clause 40 (*Confidentiality*);or

 

(ii)           as required by any applicable law or directive; or

 

(iii)          as required by any court of competent jurisdiction; or

 

(iv)          as may be permitted in accordance with any other provision of theAgreement; or

 

(v)           with the consent of the Operating Company (such consent not to beunreasonably withheld) such information or data as may be necessary to protectthe interests of the Agent or any of the Banks under the Financing Documents.

 

### (B)          The Agent and each of the Banks shall take all reasonable steps toensure that any confidential data or information received by them from theBorrowers in connection with the Agreement which is disclosed to theiremployees is so disclosed only to the extent necessary for the purpose of theadministration of the Financing Documents and, in all cases, on the conditionthat such information and data shall be kept confidential except for suchpurpose.

###  

### (C)          The Borrowers agree that the Agent and the Banks shall be entitledto share with any other of them and (with the consent of the Operating Company,such consent not to be unreasonably withheld) each proposed assignee of a Bank’sinterest in the Finance Documents, any information possessed by it regardingthe Borrowers or any part of the Project, including information relating to anyliability and indebtedness of the Borrowers to any of them and to paymentsreceived by any of them from the Borrowers.

###  

### (D)          The provisions of this Clause 40 shall survive the payment in fullof all amounts payable under the Financing Documents and the termination of theAgreement.

 

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### (E)           (1)           In theevent that the Operating Company shall certify pursuant to paragraph (G) ofClause 24 (*Project Undertakings*) or paragraph (H)of Clause 25 (*Information Undertakings*) that toprovide certain information would result in the release of confidential pricinginformation or technical or operational know-how which would be likely to bedamaging in the hands of competitors, the Agent may, by notice in writing tothe Operating Company, require that such information be made available to itsubject to the provision by the Agent to the Operating Company of a separateconfidentiality undertaking substantially in the terms of this Clause 40 butrelating specifically to the information so provided.

###  

(2)           Promptlyafter such information is so provided to the Agent, the Agent shall consultwith the Operating Company and with the Expert and following such consultationshall determine whether such information is of such a nature as to be materialto the Banks as a whole in connection with the Agreement.

 

(3)           In theevent that the Agent so determines, the Banks shall be informed of the generalnature of the information available and such information will be provided tosuch of the Banks which have entered into a separate confidentialityundertaking in favour of the Operating Company in the same form as thatreferred to in paragraph (1).

 

### (F)           The Banks shall acquire no right under the Agreement to use, andshall not use, any trademark, name, design, character or symbol owned by TheWalt Disney Company or any of its affiliates (including without limitation, thenames “The Walt Disney Company”, “Disney”, “ABC” or “ESPN” either alone or inconjunction with or as a part of any other word or expression) or any marks,fanciful characters, designs, names, logos, trademarks, copyrights or otherintellectual property of The Walt Disney Company or any of its affiliates oraffiliated companies (the ”**Companies**”):(i) in any release, advertising, publicity or promotion, (ii) to express orimply any endorsement by The Walt Disney Company or the Companies of any of theBanks’ products or services, or (iii) in any other manner (whether or notsimilar to uses prohibited by paragraphs (i) or (ii) above), except with thewritten consent of The Walt Disney Company given prior to any instance of suchuse, which consent may be withheld by The Walt Disney Company in its solediscretion.  The provisions of thepreceding sentence shall survive any termination or expiration of the Agreementor any determination that the Agreement or any portion thereof is void orvoidable.

 

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**SECTION XVIIMISCELLANEOUS**

** **

# **41.**                              PROCEDURESFOR IDENTIFICATION OFBORROWERS

# ** **

(A)                               If, as a result of:

 

(a)                                the entry into force of any law or regulation or any amendmentthereto (or any change in the interpretation or application thereof) after thedate of the Agreement; or

 

(b)                                a change in either Borrower’s corporate form or share capital afterthe Restatement Date; or

 

(c)                                 the proposed transfer or assignment by a Bank of its rights andobligations under the Agreement to a party which is not a Bank,

 

the Agent or any of the Banks (or, in the case ofparagraph (c) above, the proposed new Bank) must comply with procedures for theidentification of the Borrowers but does not already have the relevantnecessary information, each Borrower shall, upon request by the Agent or therelevant Bank, promptly supply, or procure the supply of, all documentation andother evidence reasonably requested by the Agent (for itself or on behalf ofthe Banks) or by the relevant Bank (for itself or, in the case of paragraph (c)above, on behalf of the proposed new Bank), so that the Agent or the relevantBank or, in the case of paragraph (c) above, the proposed new Bank, is in aposition to carry out and consider that it has duly carried out all proceduresfor the identification of the Borrowers required by applicable laws andregulations in the light of the transactions contemplated in the FinancingDocuments.

 

(B)                               Each Bank shall, upon request by the Agent, promptly supply, orprocure the supply of, all documentation and other evidence reasonablyrequested by the Agent (for itself only), so that the Agent is in a position tocarry out and consider that it has duly carried out all procedures for theidentification of the Borrowers required by applicable laws and regulations inthe light of the transactions contemplated in the Financing Documents.

 

# **42.**                              NOTICES

# ** **

Every notice, demand, request, consent, approval,waiver or agreement to be given or made under the Agreement shall be in writingand shall be delivered by hand or sent by prepaid registered mail or air mailif international or by telex or facsimile transmission. Notices will only bedeemed to have been delivered and received when actually received. The contactinformation for each of the parties for such purposes shall respectively be asfollows:

 

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(i)                                      the Operating Company:

 

Address:                                               Euro Disney S.A.S. Manager Immeubles Administratifs, Route Nationale 34 77700 ChessyFax:   01 64 74 56 36for the attention of the finance and treasury department

 

(ii)                                   the Financing Company:

 

Address:                                               Société de Gérance d’Euro Disneyland S.A.ManagerImmeubles Administratifs, Route Nationale 34 77700 ChessyFax :              0164 74 56 36for the attention of the finance and treasury department

 

(iii)                                the Banks:

 

their respective details are set out in Schedule 1.

 

(iv)                               the Agent:

 

Address:                                               BNP ParibasE.C.E.P.ACI: CHD02B1Project Finance37, place du Marché Saint Honoré75001 ParisFax: 33 1 42 98 19 89

 

or such other contact information as any party mayfrom time to time notify the others as aforesaid.

 

Unless otherwise provided for in the Agreement, allnotices from the Borrowers to any of the Banks shall be delivered to the Agentfor transmission to the Banks concerned.

 

# **43.**                              CALCULATIONSAND DETERMINATIONS

# ** **

All sums which accrue by reference to the passage oftime shall (a) accrue from day to day and (b) be calculated on the basis ofactual days elapsed and a 360-day year.

 

Except as otherwise provided in the Agreement, thecertificate of the Agent or the relevant Bank as to any amount due under theFinancing Documents shall, in the absence of manifest error, be conclusive andbinding.

 

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# **44.**                              EVIDENCEACCOUNTS

# ** **

The Agent shall open and maintain accounts inaccordance with its usual practice in the name of each Borrower. The Agentshall debit from such accounts the amount of each Loan and the interest andother fees and charges accrued from time to time under the Financing Documents,and shall credit to the relevant accounts the amount of each payment by eitherBorrower of principal, interest, charges, fees and other amounts paid by eitherBorrower in accordance with the Financing Documents. The accounts so maintainedby the Agent shall constitute *prima facie*evidence of the indebtedness and of amounts from time to time due from eachBorrower to the Banks under the Financing Documents.

 

# **45.**                              SUCCESSORSAND ASSIGNS

# ** **

Subject to the provisions of Clauses 37 (*Designated Offices*) and 39 (*Assignmentby the Banks*), the Agreement shall be binding upon and inure to thebenefit of the parties and their respective successors and assigns.

 

# **46.**                              NO WAIVER

# ** **

No failure to exercise nor any delay in exercising anyright or remedy against the Borrowers shall operate as a waiver thereof norshall any single or partial exercise or any right or remedy prevent any furtheror other exercise thereof or the exercise of any other right or remedy. Therights and remedies provided for in the Financing Documents are cumulative andnot exclusive of any rights or remedies provided by law.

 

# **47.**                              EFFECTIVEGLOBAL RATE

# ** **

The parties to the Agreement expressly acknowledgethat, by reason of the specific provisions thereof, it is not possible todetermine precisely the effective global rate applicable to Loans in accordancewith the provisions of the Consumer Code (*Code de la consommation*).However, each Borrower acknowledges that it has itself made all estimationswhich it considers necessary to ascertain the global cost of the Loans andacknowledges that it has received all necessary information to this end.  To comply with articles L.313.1 and L.313.2of the *Code de*consummation, an indication byway of example of the effective global rate applicable to each loan will begiven to each Borrower at the Restatement Date. Moreover, the Agent shall, as and when the amounts required to be takeninto account in its determination can be calculated, inform the relevantBorrower of the effective global rate by reference to each Loan made by it.

 

# **48.**                              SURVIVALOF WARRANTIES

# ** **

All agreements, representations and warranties made inthe Financing Documents or any document therein referred to shall remain inforce and inure to the benefit of each party’s successors and assigns.

 

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# **49.**                              SEVERABILITYOF PROVISIONS

# ** **

The invalidity, illegality or unenforceability of anyprovision of the Agreement in any relevant jurisdiction shall not affect thevalidity, legality or enforceability of that provision in any other jurisdictionor of any other provision of the Agreement.

 

# **50.**                              AMENDMENTSAND ABSENCE OF NOVATION

# ** **

The Agreement states the entire agreement andunderstanding of the parties thereto as to the matters referred to therein,supersedes any and all previous documents and discussions between such partieswith respect thereto and may be amended only by means of an instrument inwriting signed by the authorised representatives of the Borrowers and those ofthe Banks.  The parties to this Agreementagree that, at the Restatement Date, no novation is effected in respect of theindebtedness arising thereunder.

 

# **51.**                              LANGUAGE

# ** **

### (A)                             The Agreement has been drawn up and executed in the French languageand the French text shall prevail in the case of any discrepancy between suchtext and any version thereof which may exist in another language.

###  

### (B)                               Except as otherwise expressly provided, every notice, instrument,certificate or other document to be given by one party to another shall be inthe French language or in the English language, in which case it shall beaccompanied by a French version, certified by such party to be a faithfulrendering of the English version. Notices by the Agent to the Banks shall be inthe English language. Financial information and statements and the Borrowers’Certificates shall be delivered in the French language and accompanied by anEnglish version certified by the party delivering the same to be a faithfulrendering of the French language version.

 

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**SECTION XVIIIGOVERNING LAW AND JURISDICTION**

** **

# **52.**                              GOVERNING LAW

# ** **

The Agreement shall be governed by and construed inaccordance with the laws of France.

 

# **53.**                              JURISDICTION

# ** **

Any dispute between the parties arising from theFinancing Documents including, without limitation, disputes relating to thevalidity or the interpretation thereof, or the performance by any party of itsobligations thereunder shall be submitted to the exclusive jurisdiction of theTribunal de Commerce de Paris.

 

 

Amendedand restated in Paris,as at the Restatement Date.

 

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**Schedule 1Banks**

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

 

79

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**Schedule 2Form of Notice of Interest Period**

** **

To:                              BNP ParibasB.O.C.I.ACI: CSE02A1150 rue du Faubourg Poissonnière75010 Paris

 

20 [•]

 

DearSirs,

 

**EuroDisneyland in France**

 

1.                                      We refer to the agreement (the “Facility Agreement”) restated witheffect from 1 October 2004 between (1) Euro Disneyland S.N.C. and EuroDisney Associés S.C.A. as Borrowers, (2) the Banks listed in Schedule 1 and(3) yourself as Agent for the Banks.

 

2.                                      We hereby notify you of the duration of the next Interest Period ofour Loan as follows:

 
| Relevant  Loan:                                                                                                                                      |   | [S.C.A.  Loan / S.N.C. Loan] |
|------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------|
|                                                                                                                                                 |   |                         |
| Current  amount of loan                                                                                                                              |   | €                       |
|                                                                                                                                                 |   |                         |
| Expiry  date of current Interest Period:                                                                                                             |   | [•]  20 [•]   |
|                                                                                                                                                 |   |                         |
| Duration  of the Interest Period requested for [the Loan/the remainder of the Loan  after deduction therefrom of the amount referred to in 3 below]: |   |                         |

 

3.                                      in the event that the Loan is split in order to allow for therepayment of any part thereof on any Repayment Date:

 

(a)                                  amount payable on relevant Repayment Date: € [•];

 

(b)                                 duration of the Interest Period requested in relation to such part:[•].

 

4.                                      Terms defined in this notice have the meanings ascribed to them inthe Facility Agreement.

 

Yours faithfully,

 

For and on behalf of:

 

[Relevant Borrower]

 

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**Schedule 3Form of Notice of Transfer to the Agent**

** **

**(Clause39 of the Facility Agreement)**

 

Date

To:                              BNP ParibasG.E.M.O.A.ACI: CHC01B137 place du Marché Saint-Honoré75031 Paris Cedex 01

 

DearSirs,

 

**EuroDisneyland in FranceLoan Agreement (as amended and restated)**

 
| We, | (Assignor  Bank) and  (Assignee Bank), |
|-----|----------------------------------------|

 

herebynotify the Agent as follows:

 

1.                                      Pursuant to Clause 39 of the Facility Agreement [and (in the eventthat the Assignee Bank is not related to the Assignor Bank) after having beenduly authorised under Clause 39(A)], the Assignor Bank hereby assigns itsrights and transfer its participation in the Facility Agreement to the AssigneeBank in an amount of de € [•] (the “Participation”), being € [•] inrespect of the SCA Loan and € [•] in respect of the SNC Loan.

 

2.                                      The details of the Assignee Bank are the following:

 

•                                          Designated Office:

 

•                                         FAO:

 

•                                         Telex:

 

•                                         Facsimile:

 

•                                         Bank account:

 

3.                                      The actual transfer of the Participation shall occur on[•].  As from such date, theAssignee Bank shall be regarded as a Bank for the purposes of the FacilityAgreement with an Outstanding Amount equal to its Participation, and all theprovisions of the Loan Agreement shall apply to it and shall be binding uponit, including, without limitation, the provisions of Clauses 52 (*Governing Law*) and 53 (*Jurisdiction*)which apply to this notice and which the Assignee Bank hereby irrevocablyaccepts hereunder.

 

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4.                                      The Assignee Bank acknowledges that it is fully aware of theSecurity Interests (relating to movable property (*sûretésmobilières)* or real property*(sûretés immmobilières*))and hereby accept all risks in connection with the real value of the collateral(*gages*) and the conditions of recovery ofthe debt of either Borrower by way of enforcement of such SecurityInterests.  The Assignee Bank alsoacknowledges that it is solely responsible for transferring and maintaininginto force any rights or Security Interests attached to its Participation andthat its shall, at its own expense, do all such acts and things and shallexecute all such documents *vis-à-vis* theBorrowers and third parties as are necessary (including any notarized orprivate contracts (*actes notariés*or *sous seing privé*)), including under theAmended and Restated Common Agreement and the subordination agreement relatingto the CDC Second Park Agreements, so as to ensure that the rights andobligations of the Assignor Bank are validly assigned to it *pro rata* to its Participation or that such rights andobligations are simply transferred to it in accordance with the requirements ofFrench law, and the Bank hereby represents that it is fully aware of suchrequirements.

 

For the avoidance of doubt, the Assignee Bank herebyconfirms (*réitère*) the powers and other rightsgranted by the Banks to the Agent in relation to the creation, perfection,maintaining and enforcement of the Security Interests.

 

5.                                      The Assignor Bank hereby confirms that it has complied with all lawsor regulations or any practice relating to the procedures for theidentification of counterparties.

 

6.                                      The Assignor Bank acknowledges that it owes to the Agent the amountof the costs relating to the transfer of its Participation, as shall bedetermined by the Agent, and undertakes to pay such amount on demand.

 

7.                                      Save as otherwise defined herein, terms defined in this notice havethe meanings ascribed to them in the Facility Agreement.

 

Signatures:

 
| Assignee  Bank | Assignor  Bank |
|----------------|----------------|
|           |           |
|           |           |   |   |
|                |                |  |  |

 

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**Schedule 4Insurance Memorandum**

** **

**INDEX**

** **
| Part  One – Obligations of the Borrowers Relating to  Insurance  |
|----------------------------------------------------------------------------|
|                                                                       |
| 1.                                                                         | Introduction |
|                                                                       |   |
| 2.                                                                         | Insurance cover |
|                                                                       |   |
| 3.                                                                         | Provisions  common to all insurances |
|                                                                       |   |
| 4.                                                                         | Information as to  insurances |
|                                                                       |   |
| 5.                                                                         | Omission  to comply with insurance provisions |
|                                                                       |   |
| 6.                                                                         | Procedure  for reviewing and agreeing to replacement value of Project Assets |
|                                                                       |   |
| 7.                                                                         | Application of  insurance proceeds |
|                                                                       |   |
| 8.                                                                         | General |
|                                                                       |
| Part  Two –                                                           | Insurance  Relating to the Operation Phase |
|                                                                       |   |
| Part  Three –                                                         | Mandatory  Endorsement |
|                                                                       |   |
| Part  Four –                                                          | Form  of Certificate to be sent to the Agent by the Brokers on behalf of the  Borrowers |
|                                                                       |   |
| Part Five –                                                           | Notice of  Delegation |
|                                                                            |  |  |

 

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**Schedule 4Insurance Memorandum**

 

**PartOneObligations of the Borrowers Relating to Insurance**

** **

**1.****                                     INTRODUCTION**

 

(A)                             This Schedule constitutes the Insurance Memorandum.

 

(B)                               Terms defined in the Facility Agreement have the same meanings inthis Schedule, subject to paragraph 1(C).

 

(C)                               References to:

 

(a)                                 “Project Assets” are all assets owned or used by the Borrowers oreither of them for or in connection with the Project;

 

(b)                                the “Facility Agreement” are to the agreement of which this Schedule formspart;

 

(c)                                 “paragraph” refers, unless the context otherwise requires, to aparagraph of the Part in which such reference appears;

 

(d)                                “Part” is to a Part of this Schedule.

 

**2.****                                     INSURANCE COVER**

 

### (A)                              Operational Phase

###  

(1)                                 Scope and duration: the Borrowers shall obtain insurances againstthe risks and liabilities specified in Part Two and shall maintain theseinsurances in full force and effect up to the Discharge Date.

 

(2)                                 Undertakings: the Borrowers shall procure that such insurances:

 

(a)                                 are effected against the risks and liabilities specified in Part Twoas varied from time to time under paragraph (B) or agreed or determined underparagraph 6;

 

(b)                                include only such provisions for self-insurance, whether bydeductible or otherwise, as are so required under paragraph (B), or agreed ordetermined under paragraph 6.

 

(B)                               Additional Coverage

 

(1)                                 Insurances required by law: without prejudice to the otherprovisions of this Schedule, the Borrowers shall:

 

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(a)                                 effect and maintain in full force those insurances which they arerequired to have by any applicable law; and

 

(b)                                effect and maintain in full force those insurances which they arerequired to have by the terms of any other contract to which they are at anytime a party;

 

and this, until the Discharge Date.

 

**3.****                                     PROVISIONS COMMON TO ALLINSURANCES**

 

### (A)                             The Borrowers shall procure that:

###  

(1)                                   insurances referred to in paragraph 2; and

 

(2)                                 all new policies or renewals pursuant to paragraph 2:

 

(i)                                    be placed through brokers and with insurers of good repute and ofsufficient financial standing for the relevant insurance coverage as in eachcase the Agent may agree in writing, such agreement not to be unreasonablywithheld;

 

(ii)                                 be in a form approved in writing by the Agent, such approval not tobe unreasonably withheld;

 

(iii)                              comply with Part Three;

 

(iv)                             contain a provision whereby the insurers agree that they shall waiveall rights of subrogation howsoever arising which they may have under thepolicy against all parties insured thereunder;

 

(v)                                provide that all the provisions thereof, except the limits ofliability, shall operate in the same manner as if there were a separate policycovering each insured; and

 

(vi)                             contain an agreement by the insurer that notwithstanding any rightof cancellation by the insurer arising or being exercised or any cancellationby either Borrower, whether voluntary or involuntary, each such policy shallcontinue in force (but not beyond the expiry date of each such policy) inrespect of the Borrowers’ interest for the benefit of the Agent and the Banksfor at least 30 days (or such lesser period as may be specified from time totime in respect of war and similar perils) after written notice of suchcancellation shall have been given to the Agent and that no reduction in limitsor coverage in respect of the Borrowers’ interest shall be made in any policyor any part thereof, except upon written approval of the Agent.

 

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(B)                               The Borrowers shall use their best endeavours to insure theinterests of the Agent and the Banks in respect of the Borrowers’ interests inpolicies effected pursuant to paragraph 2 in respect of Phase IA Assetsregardless of any act or neglect of either Borrower or any breach or violationby either Borrower of any representations, warranties or conditions containedin such policies; provided always that if such interests are not so insuredwhether by endorsement or otherwise, the Agent on behalf of the Banks shallhave the right but not the obligation to effect for their own account, but atthe cost of the Borrowers, a mortgagee’s interest insurance (*assurance de l’intérêt de créancier hypothécaire)*on suchterms and with such insurers as it shall in its absolute discretion determine.

 

(C)                               The Borrowers shall pay their appropriate proportion of the initialand subsequent instalments of premiums promptly as required by the terms of thepolicy or policies taken out in compliance with the foregoing provisions andshall promptly produce to the Agent copies of receipts (or other evidence ofpayment) for such instalments.  In thecase of renewals of such policy or policies the Borrowers shall produce to theAgent evidence of each such renewal before the expiry of the policy orpolicies.

 

(D)                              The Borrowers shall procure that each broker who effects any suchinsurance policy writes a letter to the Agent substantially in the form set outin Part Four.

 

(E)                                With the exception of the Ancillary Insurance referred to in PartTwo, the Borrowers undertake that they shall not substitute any other leadinginsurer for any leading insurer under any of the policies effected pursuant tothe foregoing provisions, without, in each case, the Agent’s prior writtenconsent.

 

**4.****                                     INFORMATION AS TO INSURANCES**

 

(A)                              The Borrowers shall, and shall procure that the respective brokersthrough whom any of the said policies are effected shall, give to the Agent andthe Insurance Consultant such information as to the insurance taken out orbeing taken out in compliance with the obligations of the Borrowers under theforegoing provisions or as to any other matter which may be relevant to suchinsurances as the Agent or the Insurance Consultant may reasonably request.

 

(B)                                If any material variation is proposed to be made to the terms of anyinsurance effected or maintained pursuant to the foregoing provisions, or ifany other insurance in relation to the Project, and/or Project Assets or anypart thereof or to any third party risks in relation thereto is proposed to betaken out by the Borrowers, the Borrowers shall give written notice thereof tothe Agent promptly upon becoming aware of such proposal.

 

(C)                                On 28 February of each year the Borrowers shall advise theExpert Accountant if the insurance expenses including premiums and claimspayment reserves to date is 120 per cent. of global insurance budget.

 

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On receipt of such advice the Agent may in itsdiscretion, after consultation with the Borrowers, require the Borrowers totake such actions as the Insurance Consultant has recommended.

 

**5.****                                     OMISSION TO COMPLYWITH INSURANCE PROVISIONS**

 

If at any time the Borrowers shall fail to comply withany of the provisions of paragraph 2 then (without prejudice to the rights ofthe Agent and the Banks under the Facility Agreement) the Agent shall forthwithbe entitled to procure such insurance in accordance with the aforesaidprovisions at the expense of the Borrowers or at any time whilst such failureis continuing and if such insurance cannot be procured by the Agent on behalfof the Banks the Borrowers shall (without prejudice to any other obligations ofthe Borrowers hereunder or under the Facility Agreement) take all suchreasonable steps to minimise the risks which are within their power and whichdo not conflict with their obligations under the Facility Agreement as may berequired by the Agent.

 

**6.****                                     PROCEDURE FOR REVIEWINGAND AGREEING REPLACEMENT VALUE OF PROJECT ASSETS**

 

(A)                              On 28 February of each year the Borrowers shall advise theAgent if their estimate of the replacement value of the Project Assets as at 31December in the immediately preceding year exceeds the sum insured in theinsurances in force relating to the Project Assets.

 

(B)                                On 28 February of each year the Borrowers shall deliver to theAgent a report compiled by the Borrowers’ insurance brokers advising on thereplacement value of the Project Assets and the adequacy of the sum insured inthe insurances currently in force relating to the Project Assets.

 

(C)                                The Agent shall instruct the Insurance Consultant to consider suchreport and to advise the Agent within 30 days (or such other period as theAgent may reasonably agree) whether or not it agrees with the report and if itdoes not to give reasons to the Agent and the Borrowers.

 

(D)                               The Agent shall, within 28 days of receipt by it of a report fromthe Insurance Consultant on such estimates, notify the Borrowers in writingwhether or not the Agent accepts such estimates, and, if not, providesubstitute estimates and details of where the Agent disagrees with theBorrowers’ calculations or those of their insurance brokers.

 

If the Agent accepts such estimates, the same shallapply for the purposes of paragraph 2. If the Agent does not accept suchestimates, then the Borrowers and the Agent shall work together in good faithto agree the estimate to apply and, failing such agreement within 14 days,either party shall be entitled to refer the dispute to the Expert. The Expertshall determine the dispute within 14 days from the date on which the disputeis referred to him, taking into account all such relevant information as may besubmitted by the parties or as the Expert may reasonably require the parties tofurnish from their records or as he may obtain from other reliable sources. TheExpert shall act as a private and non-judicial expert and not as an arbitratorand, subject to any manifest error, its

 

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decision shall be final and binding on the partieshereto and the Agent shall instruct the Borrowers to insure forthwith for atleast the sum so determined.

 

**7.****                                     APPLICATION OF INSURANCE PROCEEDS**

 

Any insurance moneys which are referable to Phase IA orthe Phase IA Assets will be applied in accordance with the provisions of theFacility Agreement.

 

**8.****                                     GENERAL**

 

The Borrowers shall notify the insurers with whom theinsurance policies herein referred to are effected and such other insurers asmay be required that the Project Assets are the property of the Borrowers, andthat the Borrowers’ interests therein are, to the extent specified in theFacility Agreement, subject to priority right (*sûretés**réelles*)**infavour of the Agent and the Banks and that the insurances relating to theProject or the Project Assets are, to the extent specified in the FacilityAgreement, the subject of additional recourse to a third party debtor (*délégations*)**of therelevant insurers as delegates (*délégués*)**who are required to pay to the Agent all proceeds of suchinsurances and returns of premiums in respect thereof otherwise payable to theBorrowers, and shall ensure that the terms of this Schedule as applicableto each insurance are brought to the notice of such insurers as soon aspracticable.

 

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**Schedule 4Insurance Memorandum**

** **

**PartTwoInsurance Relating to the Operation Phase**

** **

**1.****                                     PHYSICAL LOSS OR DAMAGE:**

 

Insured parties:

 

•                  Borrowers

 

•                  Banks

 

Sum insured:

 

A combined physical damage and business interruptionsum insured will apply (subject to deductibles) including an automaticreinstatement of sum insured provision.

 

Scope of cover:

 

Coverage will extend to physical loss of or damage tothe property insured howsoever caused occurring during the period of insurance.

 

The best cover available in the market at reasonablecost will be purchased and in any event the sum insured and scope of covershall be reviewed at the date the insurance is effected.

 

Effective date:

 

The date at which any risk or liability specified inthis paragraph arises.  Coverage will berenewable annually.

 

Principal exclusions:

 

Loss, destruction or damage directly or indirectlycaused by or occasioned through:

 

(a)                                  gradually operating causes such as wear and tear, erosion, corrosionetc.;

 

(b)                                 war, invasion, act of foreign enemy, revolution, insurrection ormilitary or usurped power;

 

(c)                                  ionising radiations or contaminations by radioactivity from anynuclear component or fuel.

 

The property insured will comprise all Project Assetsand all other property associated with the operation of the Project, whereverlocated, owned by the Borrowers or for which they are responsible, togetherwith professional fees and debris removal fees incurred in the reinstatement oflost or damaged property.

 

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This insurance cover will include physical loss ordamage arising out of machinery breakdown.

 

Deductible

 

Not to exceed € 300,000 each and every loss orsuch other figure as may be agreed between the Borrowers and the Agent on theadvice of the Insurance Consultant.

 

**2.****                                     THIRD PARTY LEGAL LIABILITY**

 

Insured parties:

 

•                                           Borrowers

 

•                                           Banks

 

Limit of indemnity:

 

The Borrowers shall agree to maintain coverage of atleast € 76,225,000, if obtainable in the market at a reasonable cost, andif not, the maximum coverage obtainable at a cost the Insurance Consultantconsiders reasonable.

 

Scope of cover:

 

Indemnity in respect of legal liability arising fromthe Borrower’s activities for:

 

(a)                                  death or bodily injury to or disease of any person;

 

(b)                                  loss or damage to property;

 

(c)                                   consequential loss;

 

occurring during the period of insurance.

 

Effective date:

 

The date on which any risk or liability mentioned inthe present clause arises.  Coverage willbe renewable annually.

 

Principal exclusions:

 

The insurance will not provide indemnity in respectof:

 

(a)                                  all war risks, nuclear risks or radioactive contamination risks;

 

(b)                                  penalties and liquidated damages;

 

(c)                                   marine, motor and aviation risks;

 

(d)                                  professional advice;

 

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(e)                                   deliberate acts or omissions;

 

(f)                                     10-year civil liability (*responsabilitécivile décennale*).

 

**3.****                                     ANCILLARY INSURANCES**

 

(a)                                   Insurance required by statute:

 

Third party motor vehicle liability insurance,

 

(b)                                  Additional insurances:

 

(i)                                      Directors’ and officers’ civil liability;

 

(ii)                                   Embezzlement insurance (*assurancecontre les détournements*).

 

**4.****                                     BUSINESS INTERRUPTION**

 

Insured parties:

 

•                                           Borrowers

 

•                                           Banks

 

Limit of indemnity:

 

A combined physical damage and business interruptionsum will apply in accordance with paragraph 1.

 

Scope of cover:

 

This insurance will cover fixed operation costs,variable operation costs, debt service and net profits.  Cover will be provided only if interruptionin operations is directly attributable to losses covered under the physicaldamage and loss insurance.  Expenseswhich vary in direct proportion to increases or decreases in turnover areexcluded.

 

Cover will include increased costs of working expendedin order to avoid a reduction in turnover subject to an economic limit.

 

Effective date:

 

The first day of opening to the public of the assetconcerned.

 

Principal exclusions:

 

This insurance will be governed by those exclusionsreferred to in paragraph 2 including *inter alia*:

 

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•                                          damage resulting from receivership, seizure or destruction pursuantto customs or quarantine regulations, as well as damage due to destruction orconfiscation by order of civil or military authority.

 

•                                           losses resulting from the imposition of a fine.

 

Deductibles:

 

€ 1,520,000 each and every loss, except onagreement of another figure.

 

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**Schedule 4**Insurance Memorandum

** **

**PartThreeMandatory Endorsement**

** **

Each ofthe policies, to the extent it applies to Phase IA, effected pursuant toparagraph 2 of Part One in respect of physical loss or damage (including10-year civil liability (*responsabilité civiledécennale*)) or third party liability and will be endorsed with anendorsement stating in substance as follows or as near thereto as circumstancespermit (except where the relevant policy contains, in circumstances where theInsurance Consultant considers this to be reasonable, a loss payable clause infavour of a third party contractor, not being a Disney Controlled Affiliate):

 

(A)                             **PHYSICAL LOSS OR DAMAGE AND 10-YEAR CIVILLIABILITY (*RESPONSABILITE CIVILE DECENNALE*) LOSSPAYABLE CLAUSE**

 

By anamended and restated agreement between (1) Euro Disneyland S.N.C. and EuroDisney Associés S.C.A. (the “Borrowers”), (2) the Banks and financialinstitutions party thereto, and (3) BNP Paribas as Agent, the Borrowersdelegated the relevant insurers as delegates (*délégués*)**to pay to the Agent and the Banks as recipients (*délégataires*)**of**the proceeds of all insurance and the returns of premiumsin respect thereof so far as the same relate to the Borrowers’ interest inPhase IA or the Phase IA Assets and the insurers accepted such additionalrecourse to a third party debtor (*délégation*)*.*

 

Untilthe Agent shall have notified insurers to the contrary, all insurance proceedsand returns of premiums to be paid to the Borrowers up to € 1,525,000 orthe equivalent in other currencies shall be paid to the Borrowers without anydeduction or deductions whatsoever.  Allinsurance proceeds and returns of premiums to be paid to the Borrowersexceeding € 1,525,000 or the equivalent in other currencies shall be paidto the Agent without any deduction or deductions whatsoever.

 

(B)                               **THIRD PARTY LOSS PAYABLE CLAUSE**

 

Subjectto the provisions of any applicable legislation, all sums payable in respect ofany claim hereunder by an insured party shall be paid directly to the personwhose claim(s) constitutes the risk or liability insured against provided thatsuch person has executed a discharge of all claims against each of the insuredparties in respect of the risk or liability in relation to which the claim wasmade save in cases where insurers are satisfied that the insured party hasfully and unconditionally discharged the claim or liability when such sumsshall be paid to the insured party or to its order.

 

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**Schedule 4Insurance Memorandum**

** **

**PartFourForm of Certificate to be sent to the Agent by the Insurance Brokerson behalf of the Borrowers**

** **

To:                              BNPPARIBAS

 

[Date]

 

DearSirs,

 

Wehereby confirm that the insurances specified in the list attached hereto are ineffect on and in respect of the risks as set out in the attached certificate ofinsurance and that all premiums due at the date hereof in respect of suchinsurances have been paid in full. We also hereby confirm that the insurershave accepted their appointment by the Borrowers as recipients (*délégataires*)**of theproceeds of such insurances and returns of premiums in respect thereof (copiesof each of which appointment and acceptance of additional recourse to a thirdparty debtor (*délégation*)**areattached hereto) and that you are named as additional assured(s) on theinsurance policies evidenced in the attached certificate of insurance for theperiods stipulated therein.

 

Pursuantto instructions received from the Borrowers and in consideration of yourapproving our appointment or continuing appointment as brokers in connectionwith the insurances covered by this letter, we hereby undertake in respect ofthe interests of the Borrower in the insurances covered by the certificate ofinsurance:

 

1                                         to have endorsed on each and every policy as and when the same isissued loss payable clauses in the forms attached hereto together with a copyof such appointments and acceptances of**additionalrecourse to a third party debtor*(délégation*)**signed by authorised signatories of the Borrowers and therelevant insurers;

 

2                                         (i) to advise you promptly upon receipt of notice of any materialchanges notified to us which are proposed to be made in the terms of theinsurances, (ii) to notify you subject to any automatic termination clause andany amendment of terms clause at least 10 Business Days prior to the expiry ofthese insurances if we have not received renewal instructions from the insuredcompanies and/or any jointly insured parties or the agents of any such party,and in the event of our receiving instructions to renew, to advise you promptlyof the details thereof, and (iii) to notify you at least 30 days prior toceasing to act as brokers to the Borrowers (unless owing to circumstances beyondour control in which case we shall notify you promptly upon becoming aware thatwe shall cease, or that we have ceased, so to act);

 

3                                         to pay to you without any set-off or deduction of any kind for anyreason any and all proceeds from the insurances received by us from theinsurers except as might be otherwise permitted in the relevant loss payableclauses; and

 

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4.                                      to advise you:

 

(i)                                    if any insurer cancels or gives notice of cancellation of theseinsurances at least 30 days (or such lesser period as may be specified fromtime to time in the case of war risks and similar perils) before suchcancellation is to take effect;

 

(ii)                                  of any act or omission or of any event of which we have knowledgeand which might reasonably be foreseen as invalidating or renderingunenforceable in whole or in part these insurances; and

 

(iii)                               if we cease to be brokers for the Borrowers or in respect of any ofthe insurances referred to in this letter, to hold the insurance slips orcontracts, the policies and any renewals thereof or any new or substitutepolicies (in each case, issued only with the Agent’s consent), and the benefitsof the insurances thereunder, insofar as attributable to the Borrowers to theextent held by us, to your order.

 

The above undertakings are given:

 

(a)                                 subject to any insurer’s right of cancellation (if any) of any ofthe policies referred to above following default in excess of 30 days inpayment of premiums thereunder, but we undertake to advise you immediately ifany such premiums are not paid to us by the due date and to give you areasonable opportunity of paying such amounts of such premiums outstandingbefore notification of non-payment of premiums or notification of cancellationby the insurers; and

 

(b)                                subject to our continuing appointment for the time being asinsurance brokers to the insured companies.

 

In carrying out the obligations referred to in thisletter, we undertake to use the standard of professional care, skill anddiligence to be expected of an insurance broker experienced in the placement ofinsurances in respect of major infrastructure projects and, save for loss ordamage arising directly or indirectly from breach of those obligations, weshall be under no liability to the Agent or any Bank.

 

This letter shall be governed by and construed in allrespects in accordance with French Iaw.

 

Yours faithfully,

 

*Enclosures:*

 
| **List of insurances**      | ** ** | **Notice(s) of Delegation** |
|-----------------------------|------------|-----------------------------|
|                        |       |                        |
| Certificate(s) of Insurance |       | Loss Payable Clauses        |

 

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**Schedule 4Insurance Memorandum**

** **

**PartFiveNotice of Delegation**

** **

By anamended and restated agreement between (1) Euro Disneyland S.N.C. and EuroDisney Associés S.C.A. (the “Borrowers”), (2) the Banks party thereto, and (3)BNP Paribas as Agent, the Borrowers have appointed the relevant insurers asdelegates (*délégués*)**topay to the Agent and the Banks as recipients (*délégataires*)**the proceeds of all insurance and returns of premiums paidin respect thereof so far as the same relate to the Borrowers’ interest inPhase IA or the Phase IA Assets and the insurers accepted such additionalrecourse to a third party debtor (*délégation*)***.***

 

Notwithstandingthis additional recourse to a third party debtor (*delegation*),it is noted that all recoveries under the insurances specified in Part******Two**ofSchedule 4 of the Facility Agreement shall be paid in accordance with theprovisions of the insurance policies applicable to the payment of suchrecoveries.

 

Signedthis     day of   20

 

EuroDisneyland S.N.C.

 

EuroDisney Associés S.C.A.

 

Acknowledgedand agreed this    day of       20

 

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**Schedule 5Security Interests**

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**Part OnePledge of amounts under the Loan Accounts(*Contrat de nantissement dusolde des Comptes de Prêts*)**

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**[This exhibit only exists in French and absent a translation intoEnglish is summarized as follows:**

** **

**A model form of agreement between a Borrower (either Euro DisneylandSNC or Euro Disney Associés SCA), and the Banks (BNP Paribas, as Agent for thePhase IA Banks, and CDC) to be used by such Borrower to pledge all amountsoutstanding in its Loan Accounts in order to secure payments by the Borrower ofall amounts due to the Banks under the CDC Ordinary Loan Agreement and thePhase IA Credit Agreement.]**

** **

**97**

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**Schedule 5Security Interests**

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**PartTwo (A)Additional recourse to a third party debtor (*Conventionde délégation imparfaite*)of co-Debtors other than the Operating Company**

** **

**[This exhibit only exists in French and absent a translation intoEnglish is summarized as follows:**

** **

**A model form of agreement between a Borrower (either Euro DisneylandSNC or Euro Disney Associés SCA), an insurance company that issues an insurancepolicy to a Borrower covering damage to or loss of property, and the Banks(BNPParibas, as agent for the Banks, and CDC), under which such an insurancecompany undertakes to pay to the Banks (by way of delegation) any amounts payableby that insurance company to the Borrower with respect to such an insurancepolicy.  This delegation secures theBorrowers’ (Euro Disneyland SNC and Euro Disney Associés SCA) paymentobligations with respect to the Banks under the CDC Ordinary Loan Agreement andthe Phase IA Credit Agreement.]**

** **

**98**

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** **

**Schedule 5Security Interests**

** **

**PartTwo (B)Additional recourse to a third party debtor (*Conventionde délégation imparfaite*)of the Operating Company**

** **

**[This exhibit only exists in French and absent a translation intoEnglish is summarized as follows:**

** **

**A model form of agreement between Euro Disneyland SNC, Euro DisneyAssociés SCA and BNP Paribas, as agent for the Banks, under which Euro DisneyAssociés SCA undertakes to pay the Banks (by way of delegation) any paymentspayable by Euro Disney Associés SCA to Euro Disneyland SNC under the DisneylandPark Lease.  This delegation secures theBorrowers’ (Euro Disneyland SNC and Euro Disney Associés SCA) payment obligationswith respect to the Banks under the Phase IA Credit Agreement.]**

** **

**99**

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