**Exhibit 4.14(b)**

 

*Translation for informationpurposes only*

 

**EURO DISNEYLAND IN FRANCE - PHASEIB**

 

AdvancesAgreement dated March 25, 1991

Amendedand Restated

 

**Between**

 

HÔTEL NEW YORK ASSOCIÉS S.N.C.NEWPORT BAY CLUB ASSOCIÉSS.N.C.SEQUOIA LODGE ASSOCIÉSS.N.C.CHEYENNE HÔTELASSOCIÉS S.N.C.HÔTEL SANTA FE ASSOCIÉS S.N.C.CENTRE DE DIVERTISSEMENTS ASSOCIÉS S.N.C.

 

AsBorrowers

 

 

**And**

 

EDLHOTELS S.C.A.

 

AsGuarantor

 

 

**And**THELENDERS

 

 

**And**

 

CALYONLenders’ Agent

SecurityAgent

FinancialAgent

 

 

**And**

 

THE DEPOSITARIES

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

 

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Table of Contents

 
| SECTION I - INTERPRETATION        |                                                                                                    |
|-----------------------------------|---------------------------------------------------------------------------------------------------------|
|                              |                                                                                                    |   |
|                              | ARTICLE 1 - DEFINITIONS                                                                                 |   |
|                              |                                                                                                    |   |
| SECTION  II - OBLIGATIONS         |                                                                                                    |
|                              |                                                                                                    |   |
|                              | ARTICLE  2 - OBLIGATIONS OF THE BANKS AND THE BORROWERS                                                 |   |
|                              | ARTICLE 3 - INTEREST                                                                                    |   |
|                              | ARTICLE 4 -  REPAYMENT OF THE LOANS                                                                     |   |
|                              | ARTICLE 5 - PREPAYMENT –  TRANSFER OF LOANS                                                        |   |
|                              | ARTICLE 6 - ACCOUNTS                                                                                    |   |
|                              | ARTICLE  7 - PROVISIONS CONCERNING THE LOAN ACCOUNTS AND THE DESIGNATED ACCOUNTS                        |   |
|                              | ARTICLE  8 - ORDER TO ALLOCATE THE AMOUNTS RECEIVED BY THE FINANCIAL AGENT -  DISTRIBUTION TO THE BANKS |   |
|                              |                                                                                                    |   |
| SECTION III - GENERAL  CONDITIONS |                                                                                                    |
|                              |                                                                                                    |   |
|                              | ARTICLE  9 - REPRESENTATIONS AND WARRANTIES OF THE BORROWERS                                            |   |
|                              | ARTICLE 10 - COVENANTS                                                                                  |   |
|                              | ARTICLE  11 - UNFORESEEN CIRCUMSTANCES                                                                  |   |
|                              | ARTICLE  12 - PAYMENTS                                                                                  |   |
|                              | ARTICLE  13 - EVENT OF DEFAULT                                                                          |   |
|                              | ARTICLE  14 - LATE-PAYMENT INTEREST                                                                     |   |
|                              | ARTICLE  15 - COMMISSIONS                                                                               |   |
|                              | ARTICLE  16 - EXPENSES                                                                                  |   |
|                              | ARTICLE  17 - GUARANTEE - SECURITY INTERESTS                                                            |   |
|                              |                                                                                                    |   |
| SECTION IV - AGENTS               |                                                                                                    |
|                              |                                                                                                    |   |
|                              | ARTICLE  18 - FINANCIAL AGENT                                                                           |   |
|                              | ARTICLE  19 - SUCCESSORS TO THE FINANCIAL AGENT                                                         |   |
|                              | ARTICLE  20 - AUTHORITY OF THE SECURITY AGENT                                                           |   |
|                              |                                                                                                    |   |
| SECTION V - MISCELLANEOUS         |                                                                                                    |
|                              |                                                                                                    |   |
|                              | ARTICLE  21 - BENEFICIARIES OF THE AGREEMENT                                                            |   |
|                              | ARTICLE  22 - NOTICES                                                                                   |   |
|                              | ARTICLE  23 - LANGUAGE                                                                                  |   |
|                              | ARTICLE  24 - EXERCISING RIGHTS - ABSENCE OF WAIVER                                                     |   |
|                              | ARTICLE  25 - RENUNCIATION OF RECOURSE                                                                  |   |
|                              | ARTICLE 26 - CONFIDENTIALITY                                                                            |   |
|                              | ARTICLE  27 - borrowers IDENTIFICATION PROCEDURES                                                       |   |
|                              | ARTICLE  28 - EFFECTIVE GLOBAL INTEREST RATE                                                            |   |
|                              | ARTICLE  29 - PARTICIPATION OF THE LENDERS’ AGENT                                                  |   |
|                              | ARTICLE  30 - PARTICIPATION OF THE DEPOSITARIES                                                         |   |
|                              | ARTICLE  31 - APPLICABLE LAW - CHOICE OF FORUM                                                          |   |

 

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| SCHEDULE I        | The Lenders                                                                                   |
|-------------------|-----------------------------------------------------------------------------------------------|
|              |                                                                                          |
| SCHEDULE II       | The Depositaries                                                                              |
|              |                                                                                          |
| SCHEDULE III      | Model Interest Period Determination Request                                                   |
|              |                                                                                          |
| SCHEDULE IV       | Model Depositaries Accession                                                                  |
|              |                                                                                          |
| SCHEDULE V        | Insurance Provisions                                                                          |
|              |                                                                                          |
| SCHEDULE VI       | Repayment Schedule for the Tranche C Advances                                                 |
|              |                                                                                          |
| SCHEDULE VII      | Model Certificate of the Independent Expert                                                   |
|              |                                                                                          |
| SCHEDULE VIII (A) | Model pledge instrument for SCA Loan Account                                                  |
|              |                                                                                          |
| SCHEDULE VIII (B) | Model pledge instrument for SNC Loan Account                                                  |
|              |                                                                                          |
| SCHEDULE VIII (C) | Model cash pledge instrument for SCA Designated  Account                                      |
|              |                                                                                          |
| SCHEDULE VIII (D) | Model cash pledge instrument for SNC Designated  Account                                      |
|              |                                                                                          |
| SCHEDULE VIII (E) | Model master pledge instrument for securities SCA  Designated Account (financial instruments) |
|              |                                                                                          |
| SCHEDULE VIII (F) | Model master pledge instrument for securities SNC  Designated Account (financial instruments) |
|              |                                                                                          |
| SCHEDULE VIII (G) | Model instrument for the pledge of securities  generated by the Development Agreement         |
|              |                                                                                          |
| SCHEDULE VIII (H) | Model master pledge instrument for SCA Designated Account  (other securities)                 |
|              |                                                                                          |
| SCHEDULE VIII (I) | Model master pledge instrument for SNC Designated  Account (other securities)                 |
|              |                                                                                          |
| SCHEDULE IX       | Model Transfer Agreement                                                                      |
|              |                                                                                          |
| SCHEDULE X        | Parcels A, B, C, D, E, F and G Map                                                            |

 

3

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**BETWEEN**:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

PARTY OF THE FIRST PART,

 

**AND**:

 

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

 

(hereinafter referred to as “**EDL Hotels**” or as the “Guarantor”)

 

PARTY OF THE SECOND PART

 

**AND**:

 

8.             **THE PARTNERS** of the Borrowers and the otherfinancial institutions the names of which****arelisted in Schedule I to the Agreement,

 

(hereinafter collectivelyreferred to as the “**Lenders**”or individually as a “**Lender**”)

 

PARTY OF THE THIRD PART,

 

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

 

4

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

 

PARTY OF THE FOURTH PART,

 

**AND**:

 

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

 

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

 

PARTY OF THE FIFTH PART,

 

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

 

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

 

PARTY OF THE SIXTHPART,

 

**AND**:

 

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

 

PARTY OF THESEVENTH PART.

 

**WHEREAS**

 

(A)          Under theterms of the Phase IB Advances Amendment and Restatement Agreement datedDecember 1, 2004, the parties to that agreement have agreed (a) toestablish a consolidated version of the advances agreement dated March 25, 1991including the modifications resulting from four amendments dated respectivelyAugust 10, 1994, July 12, 1995, May 15, 1996, May 16, 2003 and theauthorizations and waivers requests relating to the Covenants, particularly therequest dated September 6, 1999; (b) to modify such consolidated version inorder to (i) clear the text of all historical provisions that have becomeirrelevant, update certain obsolete references, clarify the drafting of certainarticles and (ii) implement the Memorandum of Agreement; and (c) to restate theAdvances Agreement dated March 25, 1991 in all its unamended provisions,pursuant to the terms of the amended and restated agreement attached as aschedule to that agreement.

 

(B)           Thisamended and restated agreement constitutes that schedule.

 

(C)           At theRestatement Date, after partial prepayment, the total amount of Tranche CAdvances is € 15,182,518.10.

 

5

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**NOW, THEREFORE, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:**

 

# SECTION I -INTERPRETATION

 

## ARTICLE 1 - DEFINITIONS

 

For the purposes of theAgreement and its Schedules, unless when the context entails another meaning,the expressions defined in the Common Agreement, or in the Covenants will havethe meaning set forth in it and the following expressions will have thefollowing meanings:

 

“**Advances**” means the outstanding principalamount of the long-term advances made to the SNC Borrowers by the Lenders underthe Agreement.

 

“**Agreement**” means the advances agreementdated March 25, 1991, between the Borrowers, EDL Hotels SCA as Guarantor, theLenders and CALYON as Lenders’ Agent, Security Agent and Financial Agent, asamended and restated.

 

“**Agreement with the Insurance Advisor**” meansthe agreement dated May 19, 2000 between the Insurance Advisor, the FinancialAgent and the Lenders’ Agent.

 

“**Authorized Investments**” means any of thefollowing investments:

 

(a)     the acquisition ofor subscription to any security producing interest or issued or traded at aprice below its nominal value, which is issued or guaranteed by a state or acompany which has an unsecured long-term indebtedness at the time of purchaserated at least “Aa” (possibly with a 1, 2 or 3 sub-rating or another margin ofappreciation or depreciation) by Moody’s Investors Service, Inc., or any ratingfirms affiliated therewith (hereinafter referred to as “Moody’s”), or at least “AA”(possibly with an appreciation or depreciation margin) by Standard and Poor’sCorporation or any rating firms affiliated therewith (hereinafter referred toas “S&P”);

 

(b)    The purchase of orthe subscription to portions of debt mutual funds *(“fonds**commun**de**créances”)*which atthe time of the purchase have a rating which fulfill the criteria set forth insubparagraph (a) above;

 

(c)     the purchase of orthe subscription to any certificate of deposit issued and any note accepted bya bank the short-term unsecured indebtedness of which, at the time of thesubscription or the acquisition, is rated at least “Pl” by Moody’s or at least “Al”by S&P;

 

(d)    The purchase of orthe subscription to any commercial paper or note issued by any company theshort-term unsecured indebtedness of which, at the time of purchase orsubscription, is rated at least “Pl” by Moody’s, or at least “Al” by S&P;

 

(e)     the opening of anysight account or the making of deposits with any Depositary in a DesignatedAccount;

 

(f)     the purchase of orthe subscription to any obligation issued or guaranteed by the EuropeanEconomic Community, the European Investment Bank or the International Bank forReconstruction and Development;

 

(g)    any other investmentwhich, in the opinion of the Financial Agent and the Lenders’ Agent, offers thesame guarantees as the investments described in paragraphs (a) through (f)above and which has been approved thereby;

 

andprovided that, except in the event of prior consent thereto by the FinancialAgent and the Lenders’

 

6

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Agent,such investments:

 

(i)                       may only be denominated in French francs and may notmature more than six (6) months after the date of their acquisition,subscription or establishment;

 

(ii)                    willbe immediately negotiable or convertible into cash on their maturity date; and

 

(iii)      must be recorded ascredit to a cash Designated Account or a security Designated Account, or besubject to a pledge held by a Depositary.

 

“**Bank**” means the banking institutions thatare parties to the Credit Agreement, as well as any banking institution towhich all or part of the rights and obligations of one of such bankinginstitutions may be subsequently transferred or assigned under the CreditAgreement in accordance with Article 5.2 or Article 21 (Beneficiaries of theAgreement) of the Credit Agreement.

 

“**Business Day**”means any day when banking institutions are open (i) in Paris, other than aSaturday and (ii) when a payment has to be made, which is a TARGET Day.

 

“**Centre de CongrèsNewport SAS**” means the company Centre de Congrès Newport SAS, asimplified share company (*“société paractions simplifiée”*), the registered office of which is located atImmeubles Administratifs, Route Nationale 34, 77700 Chessy, and the share capital ofwhich is in totality held, directly or indirectly, by TWDC.

 

**“Common Agreement”**means the common agreement dated August 10, 1994, betweenEuro Disney S.C.A. acting both in its own name and in the name and for theaccount of its subsidiaries appearing in a schedule to that agreement, EDLHôtels S.C.A., acting both in its own name and in the name and for the accountof its subsidiaries appearing in a schedule to that agreement, Euro DisneylandS.N.C., the Hotel S.N.C.s, the Phase IA Banks, the Phase IA Partners, the PhaseIB Banks, the Phase IB Lenders and the CDC, as amended in connection with theauthorization or waiver requests, in particular the requests dated September25, 1995, September 6, 1999, September 7, 2001 and September 30, 2002, and asamended and restated at the Restatement Date, in accordance with the Amendment and Restatement Agreement to theCommon Agreement.

 

“**Construction LeaseAgreement**” means each construction lease agreement between one ofthe Borrowers and EDL Hotels and relating to the land of one of the Phase IBInstallations.

 

“**Convention CentreConstruction Lease**” means the construction lease agreement dated May15, 1996 between EDL Hotels and Centre de Congrès Newport SAS, relating toParcel F, a certified copy of which has been delivered to the Financial Agent.

 

“***Conventionsur le Rang***” means the provisions relating to the respectiverights of the Banks and the Lenders on the mortgages granted pursuant toArticle 17.2 (Security Interests), and which appear in any mortgage documentreferred to in the provisions of said Article 17.2.

 

“**Credit-BailAgreement**” means each financial lease agreement between one of the Borrowersand a Leasing Company with respect to one of the Phase IB Installations.

 

“**Credit Agreement**”means the credit agreement dated March 25, 1991, between the Borrowers, theBanks and CALYON as Financial Agent, Lenders’ Agent and Security Agent, as amendedand restated.

 

“**Depositary**”means the Security Agent and each of the banking institutions with which EDLHotels or the Borrowers may open a Designated Account and whose names andaddresses as of the Restatement Date are set forth in Schedule II, or any otherbanking institution established in France which has been approved as anauthorized financial intermediary, which has been designated by the Borrowers,with the approval of the Lenders’ Agent and the Financial Agent, and which hasaccepted the terms and conditions of the Agreement and the IntercreditorAgreement pursuant to an acceptance agreement in the form of the model

 

7

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attached as Schedule IV.

 

“**DesignatedAccount(s)**” means, in the singular, any SCA Designated Account orany SNC Designated Account, in the plural, all of the SCA Designated Accountsand the SNC Designated Accounts.

 

“**DevelopmentAgreement**” means the development and commission agreement datedMarch 25, 1991, between the Borrowers and Euro Disney S.C.A. relating to theconstruction and completion of the Phase IB Installations, as well as to thesupply and installation of furniture and equipment included in the Phase IBInstallations.

 

“**Disney Undertaking**”means the letters from TWDC and from Disney Enterprises, Inc. dated December 1,2004 addressed to the attention of BNP PARIBAS or of CALYON, BNP PARIBAS andCDC, as the case may be.

 

“**EDL Hotels LoanAgreement**” means the loan agreement between EDL Hotels and theBorrowers with respect to two subordinated loans in an initial amount of, onAugust 10, 1994, FRF 1,222,164,000 and FRF 1,338,778,815 respectively, and forwhich the total outstanding amount is € 331,657,833.82 as of September 30,2004.

 

“**EDL-SCA LoanUndertaking**” means the undertaking of Euro Disney S.C.A. to grant asubordinated loan to EDL Hotels, dated March 25, 1991 in a initial amount ofone billion seven hundred seventy five million Francs (FRF 1,775,000,000), asamended by amendment n°1 dated September 17, 1992, amendment n°2 datedSeptember 28, 1993 and amendment n°3 dated August 10, 1994 and for which theoutstanding amount is, as of September 30, 2004, € 123,509,620.31.

 

“**EONIA**”means: with respect to a period beginning on a Business Day (“the firstBusiness Day”) and ending the following Business Day:

 

(i)            the annualrate for which deposits in euros are offered on the European interbank marketat 7:00 p.m. (Brussels time) on the first Business Day, as determined by theEuropean Union Banking Federation and published on a Telerate monitor (on theRestatement Date, page 247); and

 

(ii)           in case suchpublished rate would be unavailable, the rate as determined by the Lenders’Agent as being equal to the arithmetic mean (rounded, if necessary, to the nexthighest one sixteenth of a percent (1/16th%) of the annual rates onwhich deposits in euros for amounts comparable to those in question that areoffered for the same period on the European interbank market at 7:00 p.m.(Brussels time), the first Business Day, as indicated to the Lenders’ Agent bythe Reference Banks.

 

If, despite the request of the Lenders’ Agent, one ormore of the Reference Banks do not provide a rate to the Lenders’ Agent for therelevant period, the Lenders’ Agent will determine EONIA on the basis of therates provided by the other Reference Banks. If, despite the request of the Lenders’ Agent, the Lenders’ Agent doesnot receive any rates or receives a rate from only one Reference Bank, theprovisions of Article 3.3 will apply.

 

“**EURIBOR**”means:

 

(i)            the annualrate for a given period equivalent to the relevant Interest Period at whichdeposits in euros are offered on the European interbank market at 11:00 a.m.(Brussels time) on the second TARGET Date preceding the first day of theInterest Period, as determined by the European Union Banking Federation andpublished on a Telerate monitor (on the Restatement Date, page 248); and

 

(ii)           with respectto any Interest Period for which there is no interest rate published on the

 

8

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TARGET Date as described in paragraph(i) above, the annual rate as determined by the Lenders’ Agent as being equalto the arithmetic mean (rounded, if necessary, to the next highest onesixteenth of a percent (1/16th%)) of the rates provided to it byeach of the Reference Banks as being the annual rate at which deposits in eurosfor a period with a duration identical to that of the considered InterestPeriod and for amounts comparable to that of the Advance in question that areoffered on the European interbank market at 11:00 a.m. (Brussels time) onthis second TARGET Date by first tier banks.

 

If the EURIBOR rate is to be determined by reference tothe rates provided by the Reference Banks in accordance with the precedingparagraph and if, despite the request of the Lenders’ Agent, one or more of theReference Banks do not provide a rate to the Lenders’ Agent for an InterestPeriod, the Lenders’ Agent will determine EURIBOR on the basis of the ratesprovided by the other Reference Banks. If, despite the request of the Lenders’ Agent, the Lenders’ Agent doesnot receive any rates or receives a rate from only one Reference Bank, theprovisions of Article 3.3 will apply.

 

“**Euro**” or “**€**” means the single currency adopted as alegal tender by the European Union Members States pursuant to the EuropeanUnion legislation relating to the Economic and Monetary Union.

 

“**Euro Disney AssociésS.C.A**” means Euro Disney Associés S.C.A., a limited partnershipcompany (*“société en commandite par actions”*)the registered office of which is located at Immeubles Administratifs,Route Nationale 34, 77700 Chessy.

 

“**Euro Disney SASUndertaking**” means (i) the letter from TWDC dated December 1, 2004and (ii) the letter dated December 1, 2004 from Euro Disney S.C.A.’s *gérant* to the attention of BNP PARIBAS,CALYON and CDC.

 

“**Euro Disney S.C.A.**”means Euro Disney S.C.A., a limited partnership company (*“société en commandite par actions”*) theregistered office of which is located at Immeubles Administratifs, Route Nationale 34, 77700Chessy.

 

“**Euro Disney SCA /EDL Hotels Letter**” means the letter dated May 15, 1996 from EuroDisney SCA and EDL Hotels to the Agents relating to the new convention center.

 

“**Euro DisneylandS.N.C.**” means Euro Disneyland S.N.C., a private company (*“société en nom collectif”*), theregistered office of which is located at Immeubles Administratifs, Route Nationale 34, 77700Chessy.

 

“**Event of Default**”means any event set forth in Article 13.1 of the Agreement.

 

“**Final Maturity Date**”means, for Tranche C Advances, November 5, 2012.

 

“**Financial Agent**”means CALYON or, as the case may be, any successor thereofappointed in accordance with the provisions of Article 19 (Successors of theFinancial Agent) of the Credit Agreement.

 

“**Fiscal Year**”means the fiscal year of a Borrower or EDL Hotels, which, for each of theBorrowers, is the period beginning on January 1 of a given year and ending onDecember 31 of the same year and for EDL Hotels, the period beginning onOctober 1 of the year N-1 and ending on September 30 of the year N.

 

“**Gaumont ConstructionLease**” means the construction lease agreement dated July 13, 1995between EDL Hotels and Gaumont SA, dealing with Parcels B and C with a totalsurface of approximately 5,683 sq. m., as amended by a firstamendment dated January 28, 1999, an amendment n°2 dated March 25, 2003 withEuropalaces SAS (as assignee of Gaumont’s rights pursuant to a contributionagreement dated June 27, 2001) and an amendment n°3 dated February 6, 2004.

 

“**Guarantee**”means the guarantee signed by the Guarantor on March 25, 1991.

 

9

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“**Guarantor**”means EDL Hotels.

 

“**Insurance Advisor**”means the insurance advice firm appointed by the Lenders’ Agentand the Financial Agent, with the consent of the Borrowers.

 

“**Insurance Provisions**”means all of the provisions set forth in Schedule V.

 

“**lntercreditorAgreement**” means the agreement among the Banks, the Lenders, theFinancial Agent, the Lenders’ Agent, the Security Agent and the Depositariesrelating to, among other things, the implementation mechanisms of the securityinterests provided for in Article 17 (Guarantee – Security Interests) and tothe conditions for the application of the provisions of Article 13 (Event ofDefault).

 

“**Interest PaymentDate**” means (i) for Tranche B, February 5, May 5, August 5 andNovember 5 of each year and (ii) for Tranche C, the last day of an InterestPeriod and, with respect to an Interest Period which is longer than six (6)months, the last day of the first six (6) months included in said InterestPeriod or, if one of said dates is not a Business Day, the first Business Dayfollowing said date.

 

“**Interest Period**”means, with respect to any Tranche C Advance, the one, three or six (1, 3 or 6)month period or, provided that the Majority Lenders have not provided priornotice of their disagreement thereto in accordance with the provisions of theAgreement, any two, nine or twelve (2, 9 or 12) months period, as set forth inthe relevant Interest Period Determination Request, as well as any perioddefined as an Interest Period in the Agreement.

 

“**Interest PeriodDetermination Request**” means, for Tranche C Advances, a request todetermine an Interest Period for a new Interest Period, substantially in theform of the model attached as Schedule III.

 

“**Lenders**”means the Partners and other banking institutions which are parties to theAgreement as lenders.

 

“**Lenders’ Agent**”means CALYON or, as the case may be, any successor thereofappointed in accordance with the provisions of Article 19 (Successors of theFinancial Agent) of the Agreement.

 

“**Loan(s)**”means, in the singular, with respect to each Borrower, the outstandingprincipal amount owed by such Borrower under the Credit Agreement on a relevantdate; in the plural, the aggregate total of the outstanding principal amountsof all of the Loans on a given date.

 

“**Loan Account(s)**”means, in the singular, the SCA Loan Account or the SNC Loan Account, and, inthe plural, the SCA Loan Account and the SNC Loan Account.

 

“**Majority Banks**”means one or more Banks which have an aggregate participation in the Loans (asdefined in the Credit Agreement) representing at least sixty percent (60%) ofthe aggregate amount of the Loans.

 

“**Majority Lenders**”means one or more Lenders which have an aggregate participation in the Advancesrepresenting at least sixty percent (60%) of the Advances.

 

“**Margin**”means, with respect to any Tranche C Advance, three percent (3%) per year.

 

“**Parcel A**”designates the land parcel of approximately 3,450 sq. m. taken from the initialland basis of the Construction Lease Agreement concluded between EDL Hotels andthe Centre de Divertissements Associés SNC and retained by EDL Hotels after thesignature of the Gaumont Construction Lease, the map of which is attached asSchedule X.

 

“**Parcel B**”designates the land parcel of approximately 1,350 sq. m. taken from the initialland basis of the Construction Lease Agreement concluded between EDL Hotels andthe Centre de Divertissements Associés SNC and which is the subject, withParcel C, of the Gaumont Construction Lease, the map of

 

10

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which is attached as Schedule X.

 

“**Parcel C**”designates the land parcel of approximately 4,333 sq. m. purchased by EDLHotels from the EPA and which is the subject, with Parcel B, of the GaumontConstruction Lease, the map of which is attached as Schedule X.

 

“**Parcel D**”designates the land parcel of approximately 3,340 sq. m. purchased by EDLHotels from the EPA and retained by EDL Hotels, the map of which is attached asSchedule X.

 

“**Parcel E**”designates the land parcel of approximately 44,400 sq. m. being the subject ofthe Construction Lease Agreement concluded between EDL Hotels and Centre deDivertissements Associés SNC after withdrawal of Parcels A and B, the map ofwhich is attached as Schedule X.

 

“**Parcel F**”designates the land parcel of approximately 6,552 sq. m. retrieved from theinitial land basis of the Construction Lease Agreement concluded between EDLHotels and Newport Bay Club Associés SNC and which is the subject of theConvention Centre Construction Lease, the map of which is attached as ScheduleX.

 

“**Parcel G**”designates the land parcel of Lot TO1-02 of an approximately 93,706 sq. m.being the subject of the Construction Lease Agreement concluded between EDLHotels and the Newport Bay Club Associés SNC, after detaching Parcel F, the mapof which is attached as Schedule X.

 

“**Partners**”means the partners of the Borrowers.

 

“**Phase IB Assets**”means any of or any combination of the furniture and equipment, land and otherreal property acquired or constructed in connection with Phase IB.

 

“**Phase IBAdvances Amendment and Restatement Agreement**” means the agreementdated December 1, 2004 relating to the amendment and restatement of theAgreement.

 

“**Phase IB DevelopmentPlan**” means the document in three volumes entitled Phase IBDevelopment Plan prepared by Euro Disney S.C.A., as modified and implemented upto the Restatement Date as well as the Phase IB Installations.

 

“**Phase IB Documents**”means the Credit-Bail Agreements, the Development Agreement, the ConstructionLease Agreements, the Technical and Administrative Assistance Agreement, thesub-license agreement between Euro Disney S.C.A. and EDL Hotels, the EDL HotelsLoan Agreement and the Credit Agreement and all amendments to any of the abovedocuments.

 

“**Phase IBInstallations**” means the Hotel New York, the Newport Bay Club, theSequoia Lodge, the Cheyenne Hotel, the Hotel Santa Fe and the EntertainmentCenter, as well as any attached or related installations, as described in theSchedule to the Development Agreement.

 

“**Quarterly MaturityDate**” means the last Business Day of March, June, September andDecember.

 

“**Reference Banks**”means the principal Paris branch of any of the following banking institutions:CALYON, BNP PARIBAS, Crédit Agricole S.A. and Société Générale or, in the event that one of the Reference Banks is nolonger able or no longer agrees to act as such, any other Reference Bank as maybe appointed by mutual agreement of the Borrowers and the Majority Lenders.

 

“**Repayment Date**”means (i) for Tranche B Advances, February 5 of each year included in theRepayment Period, and (ii) for Tranche C Advances, each of the QuarterlyMaturity Date indicated in the schedule set forth in Schedule VI.

 

“**Repayment Period**”means, for each Borrower and for Tranche B Advances, the period includedbetween

 

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January 1 following the Fiscal Year during which thisBorrower shall, for the first time, make a Tax Income and the date on which allAdvances are repaid.

 

 “**RestatementDate**” means the date on which all the conditions precedent set forthin the Phase IB Advances Amendment andRestatement Agreement and not waived by the Lenders’ Agent shall besatisfied.

 

“**SCA DesignatedAccount(s)**” means, in the singular, each of the cash accounts orsecurities accounts pledged in favor of the Banks and the Lenders and governedby the provisions of the Agreement and the Credit Agreement, which could beopened by EDL Hotels with the Security Agent and each of the Depositaries, and,in the plural, all such accounts.

 

“**SCA Loan Account**”means the bank account pledged in favor of the Lenders and the Banks which isgoverned by the provisions of the Agreement and the Credit Agreement, opened byEDL Hotels with the Security Agent.

 

“**SCA SubordinatedLoan Designated Account(s)**” means, in the plural, those SCADesignated Accounts in which the proceeds of the subordinated loan of aninitial amount of one billion seven hundred seventy five million Francs (FRF1,775,000,000) granted by Euro Disney S.C.A. to EDL Hotels under the EDL-SCALoan Undertaking, and the Authorized Investments created by the use of these proceeds,will be deposited, and, in the singular, each of those SCA Designated Accounts.

 

“**Security Agent**”means CALYON or, as the case may be, any successor thereto whichmay be appointed in accordance with the provisions of Article 20 (Authority ofthe Security Agent).

 

“**SNC DesignatedAccount(s)**” means, in the singular, each of the cash accounts or thesecurities accounts pledged in favor of the Banks and the Lenders which aregoverned by the provisions of the Agreement and the Credit Agreement, which couldbe opened by one or more SNC Borrowers with the Security Agent and each of theDepositaries, and, in the plural, all such accounts.

 

“**SNC Loan Account**”means the bank account pledged in favor of the Lenders and the Banks which isgoverned by the provisions of the Agreement and the Credit Agreement, opened bythe Borrowers with the Security Agent.

 

“**TARGET Day**”means any full day when the payment system denominated the Trans-EuropeanAutomated Real-Time Gross settlement Express Transfer functions for payments ineuros.

 

“**Taxable Income**”means the income calculated following the rules of the corporate income tax, assuch income is reported in the financial statements of each of the Borrowersapproved by its statutory auditor(s), after recognition of deferreddepreciation, or depreciation deemed to be deferred, if any.

 

“**Technical andAdministrative Assistance Agreement**” means the technical andadministrative assistance agreement entered into on March 25, 1991 between EuroDisney S.C.A. and EDL Hotels, as amended by an amendment dated August 10, 1994.

 

“**Tranche**”equally means Tranche B or Tranche C.

 

“**Tranche B**”means the Tranche in respect of which the Advances granted by the Lenders areidentified in the first part of Schedule I.

 

“**Tranche C**”means the Tranche in respect of which the Advances granted by the Lenders areidentified in the second part of Schedule I.

 

“**Tranche BAdvance(s), Tranche C Advance(s)**” in the singular means the portionof an Advance relating to the corresponding Tranche; in the plural means thetotal amount of Advances relating to the

 

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corresponding Tranche.

 

“**TWDC Undertaking**”means the undertaking dated May 15, 1996 signed by TWDC, a copy of which isattached as a Schedule to the Euro Disney S.C.A./EDL Hotels Letter.

 

For the sole purpose of the application of articles5.2, 10.1, 10.2 (L) and 10.4 (C) and (F) of the Agreement, **Accepted procedures, Computer Model, EstimatedAvailable Cash Applied to the Debt Service of Unsubordinated Indebtedness,Estimated Interest on Subsequent Indebtedness, Estimated Operating Costs,Financial Computer Model, Operating Costs, Operations Computer Model, Phase IBGross Income, Phase IB Estimated Net Income, Provisions for Renewal of Materialand Installation, Subordinated Indebtedness, Subsequent Indebtedness,Unsubordinated Indebtedness, Unsubordinated Indebtedness Debt Coverage Ratio,Unsubordinated Indebtedness Annual Debt Coverage Ratio, Organizing and Planning**have the meaning initially defined in the Agreement (before thesignature of amendment n°1dated August 10, 1994) it being agreed that thereferences in said Accepted Procedures on February 5, 2009 are considered asbeing references to the Final Maturity Date and that the references to article11 (Unforeseen Circumstances) of the Agreement will be considered as beingreferences to article 10 (Covenants).

 

Except where otherwiseprovided, all of the accounting terms used in the Agreement have the meaninggiven thereto under the Accepted Procedures or, in the absence thereof, thatgiven under French law and the accounting rules which are applicable in France.

 

The definitions of theaccounting terms contained in the Accepted Procedures have been developed bytaking into consideration the concepts used in the preparation of the ComputerModel.

 

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# SECTION II -OBLIGATIONS

 

## ARTICLE 2 - OBLIGATIONSOF THE LENDERS AND THE BORROWERS

 

### 2.1           Each Lender participates in theAdvances in the amounts set forth in Schedule I. The total amount of theAdvances is on the Restatement Date € [•]. The obligations arising underthe Agreement for each Lender are separate from those arising hereunder for theother Lenders and there will be no joint liability among them.

###  

As a result, the failure by one Lender to participateor the failure of one Lender to fulfill any of its obligations under theAgreement will not in any way result in any of the other Lenders becomingliable therefor and will not release the other Lenders from the fulfillment ofany of their obligations arising under the Agreement.

 

### 2.2           The Borrowers will be jointlyand severally liable for the fulfillment of their obligations arising under theAgreement and joint and several debtors of the sums owed to the Lenderspursuant to the Agreement.

###  

### 2.3           EDL Hotels will be joint andseveral guarantor under the Guarantee for the performance by the Borrowers oftheir obligations under the Agreement.

###  

## ARTICLE 3 - INTEREST

 

#### 3.1           Each of the Tranche B Advances shall bear interest at a fixedannual rate of three percent (3%) per annum.

####  

#### 3.2           Subject to the provisions of Article 3.3 below, the interestrate applicable to each Interest Period for each Advance of the Tranche C willbe equal to EURIBOR increased by the Margin pursuant to the provisions setforth below, and will be calculated by the Lenders’ Agent who will immediatelynotify the Borrower or Borrowers in question, to EDL Hotels as Guarantor and tothe Lenders.

####  

#### For purposes of calculating the interests, it isspecified that for any relevant Interest Period, the first day is included andthe last day is excluded, such last day belonging to the next Interest Period.The interest rate so determined will absolutely bind the parties, except in theevent of a patent error and subject to the provisions set forth below.

####  

#### 3.3           Upon the expiration of the Interest Period for each Tranche CAdvance, each Borrower must determine the duration of the new Interest Periodfor the Advance in question, subject to the provisions of Articles 6 (Accounts)and 7 (Provisions concerning the Loan Accounts and the Designated Accounts).

####  

Each determination of the duration of a new InterestPeriod must be the subject of an Interest Period Determination Request, whichmust be received by the Lenders’ Agent no later than 11:00 a.m. (Paristime):

 

(i)            at least three (3) Business Days prior tothe expiration date of the current Interest Period if the new Interest Periodrequested is one, three or six (1, 3 or 6) months; and

 

(ii)           at least(5) Business Days prior to the expiration date of the current Interest Periodif the new Interest Period requested is two, nine or twelve (2, 9 or 12)months.

 

No later than 11:00 a.m. (Paris time)on the second Business Day after the first day of the new Interest Period, in thecase provided for in paragraph (A) above, or thefourth Business Day before the first day of the new Interest Period, in thecase provided for in paragraph (B) above, the Lenders’ Agent must inform the Lenders of the contents of the Interest Period Determination

 

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Request. If the Lenders’ Agent has not received an Interest PeriodDetermination Request within the deadlines set forth above, the Borrower inquestion will be deemed to have requested a new Interest Period of three (3)months.

 

#### With respect to any request for an InterestPeriod with a duration of two, nine or twelve (2, 9 or 12) months, any Lenderwhich has not provided notice of its refusal to agree to the duration of saidInterest Period to the Lenders’ Agent no later than 11:00 a.m. (Paris time) onthe third Business Day preceding the first day of the new Interest Period, willbe deemed to have accepted said duration. If the duration of a requestedInterest Period of two, nine or twelve (2, 9 or 12) months has been refused bythe Majority Lenders on said third Business Day, the Lenders’ Agent must soinform the Borrower or Borrowers in question no later than three 3:00 p.m.(Paris time) on the same day, and the Interest Period will have a duration ofsix (6) months, except if, at no later than 11:00 a.m. (Paris time) on thefollowing Business Day, the Lenders’ Agent receives a new Interest PeriodDetermination Request for an Interest Period of one (1) or three (3) months.

####  

In the absence of a refusal by the Majority Lenderswith respect to a requested Interest Period of two, nine or twelve (2, 9 or 12)months, the requested Interest Period will be binding upon all of the Lenders.

 

No Interest Period Determination Request may beaccepted if it would result in a maturity date after the last Repayment Date.In this regard, the duration of any Interest Period may be adjusted, ifnecessary, by the Lenders’ Agent.

 

### 3.4           Notwithstanding any provision tothe contrary in the Agreement, in the event that on a date on which an interestrate must be determined for a Tranche C Advance and due to circumstances whichaffect the inter-bank market: (a) the Lenders, all the participations of whichin the Tranche C Advances represent at least sixty percent (60%) of the totalamount of the Tranche C have notified the Lenders’ Agent that EURIBOR or EONIA,as the case may be no longer reflects the actual refinancing cost of theirparticipation in the Tranche C Advances or (b) the Lenders’ Agent, afterconsulting the Reference Banks determines – which determination will beabsolutely binding on the parties - that it is not possible to determine theinterest rate in accordance with the above provisions and with the definitionof EURIBOR (or EONIA, as the case may be) for the Interest Period in question,the Lenders’ Agent must immediately notify the Borrowers, EDL Hotels and eachof the Lenders thereof.

###  

During the forty-five (45) Business Days following theabove notice, the Borrowers and the Lenders (the latter being represented bythe Lenders’ Agent) will consult together to attempt to arrive in good faith ata mutually acceptable substitute reference interest rate. If, prior to theexpiration of the above period of forty-five (45) day Business Days, theBorrowers and the Lenders’ Agent have agreed to a substitute interest rate,after having received the approval of the Lenders, the participations of whichrepresent at least eighty percent (80%) of the aggregate amount of the TrancheC Advances, said substitute interest rate increased by the Margin will applyretroactively effective from the first day of the current Interest Period inquestion.

 

Any substitute interest rate agreed upon as indicatedabove will be binding on all of the Lenders.

 

In the absence of agreement as provided for abovewithin the above period of forty-five (45) Business Days, the Lenders’obligations under the Tranche C Advances Agreement will be rescinded as amatter of law and the Borrowers will be obligated to prepay all of the TrancheC Advances and accrued interest thereon, within twenty (20) days following theexpiration of the above forty-five (45) Business Day period, said accruedinterest to be calculated at an interest rate equal to the sum of (i) the average of the interest rates atwhich the Lenders could have borrowed the funds from day to day to finance ormaintain their participation in the Tranche C Advances and (ii) the Margin.

 

### 3.5           The interest payable pursuant tothe Agreement, whether payable under Article 3 or under any

 

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### other article of the Agreement, will becalculated using the exact number of days elapsed on the basis of a 360-dayyear.

###  

3.6           Subject to theprovisions of paragraph (B) of Article 7 (Undertakings) of the Phase IB AdvancesAmendment and Restatement Agreement, on each Interest Payment Date with respectto an Advance, the Borrower or Borrowers in question will pay to the Lenders’ Agent, for the account of the Lenders, the interests calculated as set forth in Articles 3.1and 3.2 above.

 

## ARTICLE 4 - REPAYMENT OF THE ADVANCES

 

(A)          TrancheB Advances

 

Tranche B Advances will be repaid by each Borrower onFebruary 5 of each year during the Repayment Period: the amount of eachrepayment to be made on each Tranche B Repayment Date of a Fiscal Year (n)included in the Repayment Period will be equal to the amount of the TaxableIncome of the Borrower in question for the Fiscal Year (n-1), as multiplied bythe rate of the corporate income tax applicable for the Fiscal Year (n-1).

 

Each Borrower will communicate to the Lenders’ Agent,fifteen (15) calendar days before the Repayment Date the amount of its TaxableIncome for the Fiscal Year (n-1).  TheLenders’ Agent will calculate the amounts to be repaid and will communicate theamount to each Borrower, to EDL Hotels, as Guarantor, and to each of theLenders, five (5) Business Days before the Repayment Date.

 

(B)           TrancheC Advances

 

Each Advance must be repaid on each of the dates andup to the percentages indicated in the repayment schedule attached as ScheduleVI.

 

The duration of the Interest Period for any portion ofan Advance which is to be repaid must be adjusted so that its expiration datecoincides with the repayment date. In this respect, when an Interest PeriodDetermination Request for each Advance precedes a repayment date, and if therequested Interest Period expires after the repayment date in question, theportion of the Advance which is to be repaid on said date must be the subjectof one or more distinct Interest Periods which are different from that of theAdvance in question. The last of said Interest Periods must be 1, 3 or 6 monthslong or, subject to the provisions of the Agreement, 2 or 9 months long, andmust expire on the repayment date. The Interest Period Determination Request inquestion must specify the portion of the Advance to be repaid and the distinctInterest Period calculated as indicated above.

 

## ARTICLE 5 - PREPAYMENT

 

### 5.1           (A)          The Borrowers have the right,under the terms and conditions set forth below and provided that they havenotified the Lenders’ Agent at least thirty (30) calendar days in advance, toprepay all or part of the Tranche C Advances.

###  

(B)           TheBorrowers may only exercise the above right in the event that they have thenecessary funds available, after taking into consideration the prepayment whichthey intend to make, to complete and operate the Phase IB Installations undernormal conditions. The Borrowers are responsible for demonstrating compliancewith said pre-condition by furnishing a certificate confirmed by the Expert tothe Lenders’ Agent if the Financial Agent so requests.

 

(C)           Anyprepayment must:

 

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(a)     take place on anInterest Payment Date for the Advance in question;

 

(b)     if theprepayment occurs between January 1, 2005 and December 31, 2005 (included), befor the totality of the Tranche C Advances and be equal to 103% of the totalamount of the Tranche C Advances; if the prepayment occurs between January 1,2006 and December 31, 2006 (included), be for the totality of the Tranche CAdvances and be equal to 102% of the total amount of the Tranche C Advances; ifthe prepayment occurs between January 1, 2007 and December 31, 2007 (included),be for the totality of the Tranche C Advances and be equal to 101% of the totalamount of the Tranche C Advances;

 

(c)     for anyprepayment occurring starting from January 1, 2008, be for a minimum amount offifteen million euros (€15,000,000) and in an amount which is a whole-numbermultiple of one million five hundred thousand million euros (€1,500,000); and

 

(d)     be accompaniedby payment of the accrued interest on the prepaid amount.

 

(D)          All noticesmade by the Borrowers with respect to a prepayment are irrevocable. The prepaidamounts may not be re-borrowed.

 

### 5.2           (A)          In the event of the terminationor expiration of a Credit-Bail Contract, and without prejudice to the possibleapplication of the provisions of Article 13 (Events of Default), the Borrowerin question will be obligated to early repay the totality of its Tranches B andC Advances, it being specified that, in the event of repayment between January2005 and December 31, 2007 (included), the amounts repaid in respect of theTranche C Advances will be equal to the product of said amounts and theapplicable percentage set forth in article 5.1 paragraph (C)(b). In addition,if, upon the completion of said repayments and those repayments which mustoccur under the Credit Agreement, the Unsubordinated Indebtedness CoverageRatio and the Unsubordinated Indebtedness Annual Coverage Ratio are not greaterthan or equal to 1.50 and 1.15, respectively, the Borrowers will be obligated,until the Final Maturity Date, to make an additional repayment of the otherLoans or Advances in order to comply with the above ratios, it being specifiedthat, in the event of repayment between January 2005 and December 31, 2007(included), the amounts repaid in respect of Tranche C will be equal to theproduct of said amounts and the applicable percentage set forth in article 5.1paragraph (C)(b). Said additional repayments of the Loans and Advances must bemade on a pro rata basis, unless Lenders whose participation in theTranche B Advances equal at least sixty percent (60%) of the aggregate amountof Tranche B Advances agree that the additionalrepayment of Tranche BAdvances will not occur or will occur in a proportion which is less than thatresulting from the above pro rata calculation.

###  

A certificate verified by the Expert, substantially inthe form of the model attached as Schedule VII, and indicating compliance withsaid ratios must be provided by EDL Hotels to the Financial Agent and theSecurity Agent.

 

(B)           Simultaneouslywith the above repayments:

 

(a)            theBorrowers in question must pay

 

(i)      the accruedinterest on the repaid amounts;

 

(ii)     in respect ofthe repayment of the Tranche C Advances, the costs for re-use of the fundswhich may be incurred by the Lenders, calculated as indicated in Article 16(Expenses), if the repayment is made on a date other than an Interest PaymentDate; and

 

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(iii)    inrespect of the repayment of the Tranche B Advances, the following amounts:

 

(i’)     an amount equalto the potential positive difference between (x) the amount of taxes borne bythe Partners of the Borrower concerned as a result of the income made by thisBorrower in the context of this repayment or as a result of the sale of theirshares in accordance with paragraph (b) below (except for taxes on incomerelated to the payment of the indemnity referred to in (ii) below, and (y) theamount so repaid of the Tranche B Advances; and

 

(ii’)    anindemnity equal to the value updated on the date of repayment, at a rate equalto the Average Rate of Return of the Government bonds from 7 to 30 years (TME),interests relating to Tranche B Advances, for the period between the date ofthis repayment and the maturity date of the Credit-Bail Agreements, suchinterest will be calculated by applying to the repaid amount the indicativedepreciation profile of the Tranche B Advances as it will appear, on the dateof early repayment, from the Computer Model and, in all events, with a finaldate of theoretical repayment identical to the maturity date of the Credit-BailAgreements.

 

(b)           EDL Hotelsshall acquire, or cause to acquire from the Partners, at their par value, theshares of the Borrower concerned that they hold.

 

### 5.3           (A)          Any prepayment made inapplication of article 5.1 of the Agreement will be subject, in addition to theconditions provided in said article 5.1, to the prepayment on a pro rata basisof the Senior Debt in accordance with the provisions of article 5 of the CommonAgreement.

###  

(B)           Any amountprepaid in application of article 5.1 above will be deducted from the repaymentamounts resulting from the repayment schedule attached as Schedule VI, in theinverse repayment date order, *i. e.*beginning from the last repayment date.

 

## ARTICLE 6 - ACCOUNTS

 

(A)          The Lenders’Agent must open on its books an account which will combine the principal andinterest amounts, commission, expenses and related costs due by each Borrowerto each Lender pursuant to the Agreement. The Lenders’ Agent must credit saidaccount with the principal and interest amounts, commission, expenses andrelated costs paid to each Lender following the payment or repayment made by aBorrower under an Advance.

 

(B)           Each Lenderwill open and maintain on its books, in accordance with standard practice, anaccount from which will be debited each amount loaned by it pursuant to theAgreement and credited with each principal payment made pursuant hereto. EachLender will also maintain a record of the interest and other amounts receivedby this Bank pursuant to the Agreement, in accordance with standard practice.

 

## ARTICLE 7 - PROVISIONSCONCERNING THE LOAN ACCOUNTS AND THE DESIGNATED ACCOUNTS 

 

### 7.1           Openingand operation of the Loan Accounts

###  

#### 7.1.1        EDL Hotels and the Borrowers have opened their respective LoanAccounts with the Security Agent and undertake to maintain open each of saidLoan Accounts with the Security Agent.

 

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#### 7.1.2        The SNC Loan Account is an account opened in the name of allof the Borrowers and which may only be used upon the signature of all of theBorrowers.

####  

#### 7.1.3        The Loan Accounts are deposit accounts which may not havedebit balances. The SCA Loan Agreement operates, in the credit and debit sides,following terms and conditions provided for in Article 7 (Provisions concerningthe Loan Accounts and the Designated Accounts) of the Credit Agreement, termsand conditions that may not be modified without the consent of the Lenders’Agent.  The SNC Loan Account operates asfollows:

####  

##### (E)           It is credited:

#####  

###### (a)           by debiting an SNC DesignatedAccount;

######  

###### (b)           with any insurance paymentrelating to Phase IB and paid to a Borrower, other than payments for civilliability;

######  

###### (c)           with the proceeds of anyother loans or advances made to a Borrower, in particular by EDL Hotels;

######  

##### (F)           It may only be debited withthe amounts transferred to the credit of an SNC Designated Account;

#####  

##### (G)           Any instruction to debit aSNC Loan Account will be sent by the Borrowers to the Security Agent with acopy to the Lenders’ Agent and the Financial Agent no later than 12:00 p.m.(Paris time) on the Business Day preceding the one on which the transfer is tobe made. In the absence of instructions to the contrary from the Lenders’ Agentor the Financial Agent no later than 5:00 p.m. (Paris time) on the sameBusiness Day, the Security Agent will execute said transfer on the scheduleddate.

#####  

#### 7.1.4        The SNC Loan Account and the SCA Loan Account will be pledgedin favor of the Banks and the Lenders pursuant to the pledge instruments datedMarch 25, 1991, in accordance with the provisions of Article 17 (Guarantee –Security Interests).

####  

### 7.2           Openingand operation of the Designated Accounts

###  

#### 7.2.1        No more than two (2) SNC Designated Accounts, *i.e.,* a cash account and a securitiesaccount, may be opened with the same Depositary or with the Security Agent by aBorrower. The opening and operation both in the debit and credit sides of SCADesignated Accounts, including the “SCA Subordinated Loan” Designated Account,shall be governed by the provisions of Article 7 (Provisions concerning theLoan Accounts and the Designated Accounts”) of the Credit Agreement, provisionsthat may not be modified without the consent of the Lenders’ Agent.

####  

Each Depositary must inform the Security Agent, theLenders’ Agent and the Financial Agent of the opening of a Designated Accountwithout  said Depositary immediatelyafter the opening thereof.

 

#### 7.2.2                        The amounts debited from a Loan Account and credited toa Designated Account may, at the account holder’s election, be used to make anAuthorized Investment which must remain, along with the proceeds therefrom andsubject to the provisions of Article 7.2.4 below, in a Designated Account.

####  

#### 7.2.3                        The SNC Designated Accounts and the SCA DesignatedAccounts (including the “SCA Subordinated Loan” Designated Accounts) arepledged in favor of the Banks and the Lenders pursuant to the pledgeinstruments dated April 3, 1991 and November 20, 1996. All new DesignatedAccounts will be pledged in accordance with the provisions of Articles 7.3 and 

 

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#### 17.2(D).

####  

EDL Hotels and the SNC Borrowers hereby irrevocablyagree that liquidation proceeds or the income from any Authorized Investmentwill be immediately credited to the cash Designated Account opened with theDepositary with which the Designated Account in which the Authorized Investmentis registered is opened.

 

#### 7.2.4        The SNC Designated Accounts will operate as follows:

####  

##### (A)          they may be only credited:

#####  

###### (a)           by debiting the SNC LoanAccount or another SNC Designated Account; and

######  

###### (b)           with the liquidation proceedsor the income from an Authorized Investment in accordance with the provisionsof Article 7.2.3 above;

######  

##### (B)           they may only be debited:

#####  

###### (a)           in order to credit the SNCLoan Account or any other SNC Designated Account in the same amount; and

######  

###### (b)           with the amount necessary tomake the Authorized Investment.

######  

Each Depositary with which a Designated Account isopened will only allow the debit of said account to the extent that said debitis made in accordance with the provisions of this Article 7;

 

##### (C)           they may not have debit balances.

#####  

#### 7.2.5        EDL Hotels will send to the Lenders’ Agent a copy of thesupporting documentation required by the Credit Agreement for purposes ofdebiting an “SCA Subordinated Loan” Designated Account.

###  

### 7.3           Specialprovisions for the pledge of the Designated Accounts and the AuthorizedInvestments 

###  

#### 7.3.1        Cash accounts

####  

All new Designated Accounts which will be creditedwith cash amounts will be pledged in favor of the Lenders and the Banks uponthe opening of said Accounts pursuant to a pledge instrument substantially inthe form of the models attached at Schedule VIII (C) and (D) and which EDLHotels, in the case of an SCA Designated Account, or the Borrowers, in the caseof an SNC Designated Account, must sign upon the opening of said account.

 

The Depositary with which the Designated Account isopened will have EDL Hotels or the Borrowers, as the case may be, sign thepledge instrument and then immediately forward said instrument to the SecurityAgent which will execute the registration formalities, notify the Depositarythereof and forward a copy of proof of said formalities to the Lenders’ Agentand the Financial Agent.

 

Any pledge instrument for a cash SNC DesignatedAccount must be signed by each SNC Borrower in the name of which said accountis opened.

 

#### 7.3.2        Securities accounts

####  

All new Designated Accounts into which securities willbe deposited will be pledged in favor of the Banks and the Lenders upon theopening of said Accounts pursuant to a securities account

 

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pledge agreement or to a master pledge agreementsubstantially in the form of the models attached at Schedule VIII (E) and (F) andwhich EDL Hotels, in the case of an SCA Designated Account, or the SNCBorrowers, in the case of an SNC Designated Account, must sign upon the openingof said account.

 

As soon as the above mentioned master pledge agreementis signed, the Depositary with which any new Designated Account concerned isopened must immediately forward a copy of said agreement to the Security Agent.

 

The formalities to create the pledge on the DesignatedAccount on which the securities are credited or on the securities resultingfrom an Authorized Investment must be completed as follows:

 

(A)          Securitiesdeposited in an account and equivalent securities issued on the basis offoreign laws:

 

EDL Hotels and each Borrower hereby expresslyauthorize, effective immediately, each Depositary and the Security Agent, withthe right to act individually, to sign in their name and on their behalf anydeclaration of a pledge on a Designated Account. As a result, upon creation ofa pledge on a Designated Account, the Depositary in question or the SecurityAgent will sign in the name of EDL Hotels or in the name of the Borrower(s) inquestion, as the case may be, a pledge declaration, obtain from the accountholder a certificate of account pledge, and if necessary forward saidcertificate to the Security Agent. Models of the above pledge declaration andcertificate are attached at Schedules 2, 3 and 4 to the model master pledgeagreements attached at Schedules VIII (E) and (F) to the Agreement.

 

(B)           Othersecurities

 

(a)           Registeredsecurities governed by foreign law: EDL Hotels and each Borrower hereby agreeto sign any instrument necessary under the applicable legislation in order topledge in favor of the Lenders and the Banks, represented by the SecurityAgent, all of the securities in question, to complete all necessary formalitiesand to sign any other documents necessary for the validity of said pledge underthe legislation in question. The validity thereof must be certified in a legalopinion from legal counsel *(“conseiljuridique”)*or attorney *(“avocat”)*ofthe country in question, which must be previously agreed to by the SecurityAgent and the Financial Agent.

 

(b)           Bearersecurities governed by foreign law or governed by French law and in physicalform: EDL Hotels and each Borrower hereby agree to sign and expresslyauthorize, effective immediately, each Depositary and the Security Agent, withthe right to act individually, to sign in their name and on their behalf apledge instrument substantially in the form of the model attached at Schedule 2to the model master pledge agreements attached as Schedules VIII (H) and (I).The Depositary must, immediately upon the purchase of said securities, takephysical possession of the certificates evidencing said securities and holdsaid certificates until the liquidation of the Authorized Investment to whichthey correspond or will have provided instructions to a third party to holdthem on its behalf. The Depositary will if necessary forward the pledgeinstrument to the Security Agent immediately after the signature thereof.

 

(c)           Othernegotiable debt securities:

 

(i)            bearer securities evidencing indebtedness:each Borrower hereby agrees to sign and expressly authorizes, effectiveimmediately, the Security

 

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Agent and each Depositary, with the right to actindividually, to sign in its name and on its behalf a pledge instrumentsubstantially in the form of the model attached at Schedule 2 of the modelmaster pledge agreements attached as Schedules VIII (H) and (I). The Depositarymust, immediately upon the purchase of said securities, take physicalpossession of the certificates evidencing said securities and hold saidcertificates until the liquidation of the Authorized Investment to which theycorrespond or will have provided instructions to a third party to hold them onits behalf. The Depositary will forward to the Security Agent the pledgeinstrument immediately after the signature thereof.

 

(ii)           securitiesevidencing indebtedness payable on demand: if said securities are governed byFrench law, each Borrower hereby agrees to provide to the Depositary thesesecurities after having endorsed them as a guarantee. When said securitiescorrespond to Authorized Investments made by the SNC Borrowers, each certificatemust be endorsed by each of the SNC Borrowers in the name of which theAuthorized Investment has been made. If said securities are governed by foreignlaw, the provisions of paragraph (A) above will apply *mutatis mutandis*.

 

### 7.4           Provisionsconcerning, the operation of the SNC Loan Account and the SNC DesignatedAccounts

###  

The SNC Loan Account is opened in the name of all ofthe Borrowers and may only be used, both for debits and credits, upon thesignature of all of the Borrowers.

 

The SNC Designated Accounts may either be jointaccounts opened in the name of multiple Borrowers and may only be used upon thesignature of all of the Borrowers in the names of which said accounts have beenopened, or they may be individual accounts opened in the name of a Borrowerwhich may only be used upon the signature of said Borrower.

 

All instructions concerning the creation and theliquidation of an Authorized Investment or any transfer from an SNC DesignatedAccount to another SNC Designated Account or from an SNC Designated Account tothe SNC Loan Account must be given by all of the Borrowers which are theholders of the SNC Designated Account in question.

 

### 7.5           Freezingthe operations in the Designated. Accounts or the Loan Accounts

###  

In the event that an Event of Default takes place, oran event occurs which may be an Event of Default after the expiration of acertain period or upon notification as provided for in Article 13 (Events ofDefault) and without prejudice to the ability of the Lenders to exercise their rightsunder said Article 13, the Lenders’ Agent may, upon notification provided toEDL Hotels and to the Borrowers, with a copy to the Security Agent and to eachDepositary, prohibit any debit of the Loan Accounts and any transfer betweenthe Loan Accounts and the Designated Accounts (with the exception of a debit ofa Loan Account in order to credit a cash Designated Account), as well as anytransfer between Designated Accounts. However, this prohibition may not be held(i) if the aforementioned Event of Default or event is cured, or (ii) if theMajority Lenders have waived  their rightto claim this Event of Default or event or (iii) subject to the cases providedfor in Article 13.2(B), if the Banks have not taken any similar measure underthe Credit Agreement and under the conditions provided for therein.

 

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## ARTICLE 8 - ORDER TOALLOCATE THE AMOUNTS RECEIVED BY THE LENDERS’ AGENT - DISTRIBUTION TO THELENDERS

 

### 8.1           Any partial payment made by theBorrowers pursuant to the Agreement, as well as any proceeds from the exerciseof the Guarantee, will be allocated in the following order:

###  

(A)          payment ofexpenses and fees (including counsel fees and procedural expenses upon thepresentation of evidence thereof) paid by the Security Agent, the Lenders’Agent or the Lenders for the enforcement of the security interests or theexercise of the Guarantee;

 

(B)           payment ofthe remuneration and repayment of the expenses incurred by the Security Agentand the Lenders’ Agent or the Lenders which are due and payable pursuant to theAgreement and which have not been paid;

 

(C)           payment oflate-payment interest due pursuant to the Agreement;

 

(D)          payment ofany commissions due pursuant to the Agreement;

 

(E)           payment ofinterest due at the rate provided for in the Agreement beginning with theoldest maturity dates, as well as any amount which may be due in accordancewith Articles 11 (Unforeseen Circumstances) or 16.1;

 

(F)           repaymentof the principal due pursuant to the Agreement, beginning with the oldestmaturity dates.

 

The provisions of this article will not apply to theamounts received from the Borrowers pursuant to Article 3 (Prepayment ofTranche C Advances – New Lenders Participations) of the Phase IB AdvancesAmendment and Restatement Agreement.

 

### 8.2           In the event that one or moreLenders receive from a Borrower, EDL Hotels or from any third party any paymentwhatsoever, whether or not in advance, which is greater than the amount whichsaid Lender or Lenders has or have the right to receive in accordance with thedistribution and division rights provided for in the Agreement, whether saidpayment be voluntary, involuntary, required by law, arising from an off-set orotherwise, the amount so received will have to be immediately paid to theLenders’ Agent who will distribute and allocate it among the Lenders inaccordance with the provisions of the Agreement.

###  

EDL Hotels and each Borrower hereby expresslyacknowledge that the amounts due to each Lender under the Agreement will be determinedafter application of the above provisions.

 

# SECTION III - GENERALCONDITIONS

## ARTICLE 9 - REPRESENTATIONS AND WARRANTIES OF THEBORROWERS

 

EDL Hotels and each of the Borrowers, as far as theyare concerned, hereby makes the following representations and warranties to theLenders’ Agent and the Lenders:

 

### 9.1           it is a duly organized andvalidly existing company under French law, the share capital of which isentirely paid in and whose activity is limited to the completion and operation,with respect to each Borrower, of all or part of Phase IB Installations, withrespect to EDL Hotels, of all or part of Phase IB Installations and Parcels A,B, C, D, E, F and G; it has full capacity to transact the business in which itpresently engages, to own all of the assets that appear on its balance sheet,to sign the Agreement and to perform its obligations hereunder;

###  

### 9.2           the signature of the Agreementand the Phase IB Documents and the granting of the security

 

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### interestsprovided for in Article 17 (Guarantee – Security Interest) have, whennecessary, been duly authorized by the competent company authorities;

###  

### 9.3           all the rights of and securityinterests granted to the Lenders hereunder rank and will rank at all times atleast *pari**passu* in priority with the rights andsecurity interests granted to the Banks under the Credit Agreement; it beingspecified that the amounts owed under the Tranche B Advances are not guaranteedby the mortgages referred to in Article 17 (Guarantee – Security Interests);and under this sole reserve, the Banks have not been granted nor will begranted any security interest other than those which have been granted or willbe granted, from time to time, to the Lenders by the Borrowers pursuant to theAgreement;

###  

### 9.4           all necessary administrativeauthorizations for the construction of the Phase IB Installations have beenobtained;

###  

### 9.5           the signature of the Agreementand the Phase IB Documents and its performance of its obligations thereunder donot contravene any provision of its bylaws or any term of any contract orcommitment to which it is party or by which it is bound or violate in any wayany laws and regulations applicable to it;

###  

### 9.6           the Agreement is, and willremain a legal, valid and binding obligation of such Borrower in accordancewith its terms;

###  

### 9.7           the repayment of the principaland the payment of interest, commissions and other fees in connection with theAgreement do not require the approval of any public authority, other than thoseapprovals which have already been obtained;

###  

### 9.8           there are no actions suits orproceedings before any arbitral tribunal,judiciary or administrative court or, to the knowledge of EDL Hotels or of saidBorrower, overtly threatened, which could prevent or prohibit the signature orthe performance of the Agreement, the Guarantee or the Phase IB Documents, orwhich could have a material adverse effect on its operations, assets, orfinancial condition or which could have a material adverse effect on the abilityof EDL Hotels or of such Borrower to perform its obligations hereunder, underthe Guarantee (regarding EDL Hotels) or under the Phase IB Documents or, moregenerally, on the construction and operation of the Phase IB Installations;

###  

### 9.9           to its knowledge, afterreasonable inquiry, no event which could have a material adverse effect on itsfinancial condition, which has not been communicated to the Lenders’ Agent inwriting, has occurred.

###  

All representations and warranties made in thisarticle 9 must be accurate in all material respects and must remain accurateuntil the payment or repayment in full of all amounts due to the Lendershereunder.

 

## ARTICLE 10 - COVENANTS

 

### 10.1         Covenantsto Inform

###  

EDL Hotels and each of the Borrowers hereby covenantand agree, until such time as all of the advances made by the Lenders under theAgreement are repaid in full and all of their other obligations hereunder havebeen performed:

 

(A)          to respectand perform its information covenants provided in paragraph 1 (“InformationCovenants”) of the Covenants:

 

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(B)           tocooperate with the Expert or the Insurance Advisor in connection with thepreparation of the reports which must be prepared pursuant to, as the case maybe, the Covenants, any Agreement with the Expert or the InsuranceProvisions;  EDL Hotels agrees to bearthe costs arising therefrom in accordance with the provisions of the CommonAgreement, any Agreement with the Expert, the Agreement with the InsuranceAdvisor and the Agreement;

 

(C)           withrespect to any written notice which is officially delivered to the Lenders’Agent or the Lenders in accordance with the terms and conditions of theAgreement, to ensure that:

 

###### (a)           all tax estimates relating totaxes which are due or become due are established with care on an appropriatebasis;

######  

###### (b)           each information as well asany other official report:

######  

(i)            istrue, accurate and complete in all material respects concerning questions offact,

 

(ii)           with respect to projections, opinions or estimates, is establishedin good faith and in accordance with the Accepted Procedures;

 

(D)          (a)           toensure that:

 

(i)            the balance sheets, income statements andschedules provided to the Lenders in accordance with paragraph 1 of theCovenants are established in conformity with French accounting principles, asapplied consistently from year to year;

 

(ii)           suchfinancial statements are regularand genuine and provide a true picture of the results of the relevant FiscalYear or any part thereof;

 

(b)           and to informthe Lenders’ Agent of any circumstance ormaterial fact which occurs after the date on which such financial statementswere prepared, the non-disclosure of which would cause such financialstatements to be misleading;

 

(E)           to provideto the Lenders’ Agent a copy of any official opinion or administrative noticewhich is material to the construction and operation of the Phase IBInstallations which has been sent or received by the relevant Borrower or EDLHotels pursuant to any Phase IB Documents;

 

(F)           to provideto the Lenders’ Agent, immediately after the signature thereof, a complete andaccurate conformed copy, certified by the manager of the Borrower or EDLHotels, of all the Phase IB Documents to which it is a party;

 

(G)           as soon aspracticable, to furnish to the Lenders’ Agent any information that the Lenders’Agent, acting on behalf of the Lenders, may reasonably request in connectionwith Phase IB Assets or Phase IB Installations, provided that the Borrowerswill have no obligation to provide information to the Lenders’ Agent pursuantto this paragraph if EDL Hotels certifies that, in its opinion, the resultthereof would be to disclose confidential information concerning the pricingpolicy or to disclose technical or operational know-how and such disclosure tocompetitors would be likely to harm said Borrower; in such a case, theprovisions of article 26.4 will apply.

 

### 10.2         Project-relatedCovenants EDL Hotels and each of the Borrowers covenant and agree, untilall the advances made by the Lenders under the Agreement are repaid in full andall of their other obligations hereunder have been performed:

 

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##### (A)          to fulfill all of its obligations under thePhase IB Documents;

#####  

##### (B)           to take all measures that may reasonably be required of EDL Hotels orof said Borrower to enforce all of its rights under the Phase IB Documents;

#####  

#####  (C)          no later than twenty-one (21) days prior to the scheduledeffective date for the proposed measure, to provide written notice to the Lenders’ Agent of any proposed modification, amendment,cancellation, or any other measure which could cause the termination of any ofthe Phase IB Documents or could affect any provision of such documents and, assoon as practically possible, to give notice to the Lenders’ Agent of any event which could cause the terminationof any Phase IB Document;

#####  

##### (D)          to refrain from making,accepting or participating in the implementation of any proposal to modify,cancel or terminate any of the Phase IB Documents or the Master Agreement (inso far as the Phase IB is concerned), unless such modification, cancellation ortermination would not have a material adverse effect on the financial conditionof EDL Hotels or of said Borrower or on the financial condition of the Lenders under the Agreement, or except with the prior writtenconsent of the Lenders’ Agent with respect to thestructure and nature of the Phase IB Installations;

#####  

##### (E)           to provide to the Lenders’ Agent, as soon as it is signed, a copy of any modificationor amendment to any of the Phase IB Documents, the Master Agreement (in so faras it relates to the Phase IB), and of any other agreement or materialadditional amendment to any of the Phase IB Documents or which is executedpursuant to a Phase IB Document, or of any agreement concerning Phase IB towhich EDL Hotels or said Borrower and one or more Disney Affiliates is a party,and relating to the supply of services, or the grant of a license pertaining toan intellectual property right, by one or more of the Disney Affiliates;

#####  

##### (F)           to do its utmost to obtainand maintain all authorizations as may be necessary, from time to time, tocomply with and ensure the enforceability of its obligations under the Phase IBDocuments, and to fulfill all of the conditions and obligations related to suchauthorizations;

#####  

##### (G)           to ensure that the Phase IBInstallations are in good operating condition in every material respect andthat the repairs, renewals and replacements, including substitutions, of thePhase IB Installations are carried out without delay, provided that it willhave no obligation to replace non-material elements;

#####  

##### (H)          with respect to insurance:

#####  

(a)           to insure or cause to be insured all its assets and activitiesin accordance with the Insurance Provisions;

 

(b)           to comply with all of its insurance obligations as set forthin the Insurance Provisions;

 

(c)           to communicate promptly to all of the relevant insurers (andto any person acting on their behalf) and to the Lenders’ Agent, in accordance with the Insurance Provisions, any materialinformation, statements or notices relating to the insurance policies;

 

(d)           unless authorized to take other action in accordance with theAgreement or the Credit Agreement, upon receipt of any insurance proceedsrelated to a material loss affecting the Phase IB Assets, to immediately applysuch insurance proceeds as set forth below, subject to the provisions ofArticle 5.3:

 

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(i)            either to thepartial or full payment of replacement or repair costs;

 

(ii)           or, in theevent that such indemnity has not been allocated as set forth above and at theoption of EDL Hotels, to the repayment of the Advances and the Loans; suchrepayment must be made on a pro rata basis and be accompanied, if necessary, bya proportional reduction of the Banks’ covenants under the Credit Agreement andthe Covenants of the Lenders under the Agreement (unless the Majority Lenders,whose participations in the Tranche B Advances represent at least 60% of the Tranche B Advances, have agreed that such repayment and, as thecase may be, such reduction under Tranche B Advancesdoes not occur or occurs in a proportion less than the pro rata amount calledfor above);

 

and, in each case, to maintain the insurance proceedsin a SNC Designated Account or a SCA Designated Account, as appropriate, untilsuch allocation is made;

 

(e)                                  to ensure that any insurance proceeds paid or providedto a Borrower of EDL Hotels as a result of any indirect loss, any postponementof the day of opening to the public or any operating loss relating to Phase IBis paid into the SNC Loan Account or the SCA Loan Account, as appropriate;

 

##### (I)                                    to inform the Lenders’ Agent, promptly, of any action or proceedings brought by, or against, EDLHotels or such Borrower in excess of three million euros (€3,000,000) in theaggregate, or related to administrative authorizations granted in connectionwith the construction or operation of the Phase IB Installations;

#####  

##### (J)                                   (a)           to provide written notice to the Lenders’ Agent, promptly upon the receipt thereof by EDL Hotelsor such 

##### Borrower, of any notice of default or claimor formal notice, regardless of the source, which could have a material adverseeffect on EDL Hotels or the Borrowers with respect to Phase IB;

#####  

(b)                                 unlessunder an obligation not to do so pursuant to any other provision of theAgreement, to use all of the means available to it which an experiencedprofessional would judge reasonable, necessary or appropriate to cure suchbreach and to protect and defend the Phase IB Assets against said claim orformal notice, including recourse to attorneys to bring the claim or defendsuch claim and to contest or have withdrawn such claim or demand or to obtainthe discharge of same;

 

##### (K)          to take all measures that may be reasonably required ofEDL Hotels or said Borrower and, subject to prior notice, to allow:

#####  

(a)                                  any representative or agent designated by the Lenders’ Agent or the Expert to have access to the Phase IBAssets and to inspect or observe all Phase IB Installation during normalbusiness hours, to the extent that the exercise of said rights is normallycalled for by such representative or agent pursuant to the Agreement or inconnection with the exercise of rights or performance of obligations arising therefrom,provided that said representative or agent will comply with all of theinstructions and conditions that EDL Hotels may reasonably impose during suchvisits;

 

(b)                                 said representative or agent, upon any request forinformation, to examine all accounting books, records, software or any otherdata or information which such request could cover and which is in thepossession of EDL Hotels or said Borrower or to which said Borrower has access;

 

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provided, however, that neither EDL Hotels nor anyBorrower has any obligation to comply with this Paragraph (K) if EDL Hotelscertifies that, in its opinion, the result thereof would be to discloseconfidential information concerning the pricing policy or to disclose technicalor operational know-how which relates to the operation of Phase IB and thatsuch disclosure to competitors would be likely to harm the Borrower; in suchevent, the provisions of Article 26.4 below will apply;

 

##### (L)                                 to maintain, until the Final Maturity Date, allaccounting documents and records to enable, upon five (5) Business Days priornotice by the Lenders’ Agent, theverification of the amount and the use of the Phase IB Gross Revenues;

#####  

##### (M)                            to take, at its own expense, all measures and executeall instruments, as may be necessary from time to time, to allow the SecurityAgent and the Lenders to create andmaintain the security interests described in Article 17 (Guarantee – SecurityInterests);

#####  

##### (N)                               to deliver as soon as possible to the Lenders’ Agent, any updates of the Phase IB Development Plan;

#####  

(O)                               notto agree to any substantial modification, cancellation or conventionalrescission of the Gaumont ConstructionLease without having obtained the prior consent of the Financial Agent and theLenders’ Agent;

 

(P)                                 not to modify the current Parcel A allocation or useand not to lease, give under a construction lease or finance lease, sell,contribute or otherwise transfer Parcel A, without having obtained the priorconsent of the Majority Banks and the Majority Lenders;

 

(Q)                               to make its best efforts so that any allocation or useof Parcel D is consistent with the Phase IB Installations and their operation;

 

(R)                                not to agree to any substantial modification,cancellation or conventional rescission of the Convention Centre Construction Lease or the Conference Centre Lease ornot to unilaterally rescind the ConferenceCentre Lease in accordance with itsarticle 19.1 without having obtained the prior consent of the Financial Agentand the Lenders’ Agent, and to communicate to the Lenders’ Agent, upon its execution, the copy of anymodification, amendment or complementary act to the Convention CentreConstruction Lease or Conference Center Lease;

 

(S)                                 not to agree to any modification to the TWDC Undertakingwithout having obtained the prior consent of the Majority Banks and theMajority Lenders;

 

(T)                                in the event that any Credit-Bail Agreement mightexpire before the last repayment date of the Tranche B Advances, to extend thisexpiration date no later than six months before said expiration date at theconcerned Borrower’s costs.  The newexpiration date of said Credit-Bail Agreement will be the theoretical finalrepayment date of the IB Advances in accordance with Article 4 (A) (*Tranche B Advances*), this date beingestimated at the time of said extension based on the then available technicalinformation and projections.

 

10.3         CovenantsRelated to the Construction Lease Agreements EDL Hotels and the Borrowersexpressly agree that any rentals due and payable under any of the ConstructionLease Agreements are subordinate to the prior payment of all amounts then dueand payable under the Agreement and the Credit Agreement.

 

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In the event that any Borrower fails to perform itsobligations under its Construction Lease Agreement, and such failure has beencaused by a default of either Euro Disney S.C.A. under the DevelopmentAgreement, or EDL Hotels under the Crédit-Bail Agreement, EDL Hotels covenantsin favor of the Lenders and the Banks that it will not:

 

(A)                              terminatesaid Construction Lease Agreement;

 

(B)                                proceedwith any conservatory or enforcement measure with respect to the property ofsuch Borrower,

 

(C)                                set-offany amounts due to it under any Construction Lease Agreement against amountsdue by EDL Hotels under the Crédit-Bail Agreements,

 

(D)                               ingeneral, raise against the Lenders or the Banks under the Agreement or theCredit Agreement any defense based on a breach of the Construction LeaseAgreements by the Borrowers.

 

### 10.4         General Covenants

###  

EDL Hotels and each of the Borrowers covenant andagree, until all the loans made by the Lenders under the Agreement are repaidin full and all of the other obligations arising for said Borrower hereunderare performed, that:

 

##### (A)                              it will use the amounts withdrawn from the SCA LoanAccount or the SNC Loan Account only to credit a Designated Account, and willnot use the Agreement nor refer to its existence as a guarantee in order toobtain any other credit facility or financing, regardless of the purpose ofsuch credit facility or financing;

#####  

##### (B)                                it will give notice to the Lenders’ Agent, promptly upon the occurrence thereof, of anyevent which constitutes an Event of Default or could constitute an Event ofDefault after notice or after a time period provided for in Article 13 (Eventsof default) has elapsed, and will state the facts pertaining to such event;

#####  

##### (C)                                it will not contract any indebtedness for borrowedmoney, without the consent of the Majority Lenders and the Majority Banks, other than:

#####  

(a)                                  indebtedness for borrowed money granted to theBorrowers under the Agreement;

 

(b)                                 indebtedness for borrowed money granted by anotherBorrower;

 

(c)                                  those granted to it under the Credit Agreement;

 

(d)                                 indebtedness for borrowed money which is granted to itto finance and simultaneously repay the total amount of the loans and theTranche C Advances;  or

 

(e)                                  indebtedness for borrowed money the interest paymentsand repayment of principal of which are subordinated to the Loans and Advances;for the purposes of this paragraph, indebtedness for borrowed money will beconsidered subordinated to the Loans and Advances when:

 

(i)                                     the payment of all amounts due under such indebtedness(including prepayment) is, by its terms, subordinated to the prior payment ofall amounts then due and payable to the Lenders under the Agreement and

 

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to the Banks under the Credit Agreement, and:either (a) the lenders making the loan corresponding to such indebtedness donot have the opportunity to accelerate the amounts due to them under suchindebtedness without the prior consent of the Majority Lenders and the Majority Banks, or (b) the repayment terms ofsaid loan depend on the existence of available cash after servicing theUnsubordinated Indebtedness and no repayment is due in the absence of suchcash, and the repayment date of the principal of said loan is subsequent to theFinal Maturity Date;  or

 

(ii)           the payment ofall amounts then due in connection with said indebtedness (includingprepayment) is, by its terms, subordinated to the prior payment of all amountsthen due and payable to the Lenders under the Agreement and to the Banks underthe Credit Agreement, and the Borrowers deliver to the Lenders’ Agent and theFinancial Agent a certificate of EDL Hotels reviewed by the Expert establishingthat the Unsubordinated Indebtedness Debt Coverage Ratio and the UnsubordinatedIndebtedness Annual Debt Coverage Ratio, calculated by taking into account thepayment obligations related to such subordinated indebtedness, are equal to orgreater than 1.50 and 1.15, respectively, until the Final Maturity Date;

 

any amount made available to EDLHotels and a Borrower as an authorized loan pursuant to this Paragraph (C) willbe paid into the SCA Loan Account or the SNC Loan Account, as the case may be(with the exception of those amounts set forth in subparagraph (d) above) andmay only be used for the repayment set forth in subparagraph (d) or to financethe construction and operation of the Phase IB Assets;

 

##### (D)                               it will not contract any agreement as tenant under anylease agreement or financial lease whatsoever, except solely in the event thatEDL Hotels concludes such agreements with respect to equipment necessary forthe construction or operation of the Phase IB Installations, for an annualaggregate pre-tax rental amount not in excess of one million five hundredthousand euros (€1,500,000);

#####  

##### (E)                                 it will not grant nor suffer to exist any lien on allor part of its assets or revenues other than:

#####  

(a)                                  liensdescribed in Article 17 (Guarantee – Security Interests) of the Agreement andArticle 17 (Guarantee – Security Interests) of the Credit Agreement; or

 

(b)                                 liensarising by operation of law or from a judicial decision as a result of thenormal activity of EDL Hotels or of such Borrower, provided that such liens donot result from the failure of EDL Hotels or of such Borrower to comply withits obligations, that a request for the release of such liens is made promptlyby EDL Hotels or such Borrower before a competent court and that EDL Hotels orsuch Borrower pursues the proceedings with diligence in order to obtain thecancellation or release of such liens;

 

(c)                                  liensgranted pursuant to the normal activity of EDL Hotels or of such Borrower assecurity for an overall amount not in excess of five per cent (5%) of EDLHotels or of such Borrower’s net assets, as such net assets appear in EDLHotels’ or the Borrower’s most recent certified balance sheet; or

 

(d)                                 liensgranted to creditors which have a debt subordinated to that of the Lendersunder the Agreement or to that of the Banks under the Credit Agreement or

 

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security interests granted to secure the subordinatedindebtedness intended to replace the loan granted under the EDL-SCA LoanUndertaking;

 

provided that (1) notwithstanding the foregoing, EDLHotels may not grant a mortgage over the Phase IB lands or pledge its business *(“fonds de commerce”)*without granting the same security tothe Lenders *pari passu* to secure the amounts outstanding under theAgreement, and (2) all the liens referred to in subparagraphs (c) and (d)above, affecting an asset or a right which is the subject matter of one of thesecurity interests described in Article 17 (Guarantee – Security Interests)will have a lower priority and will not compete with the security interestsgranted to the Lenders and the Banks as set forth in Article 17 (Guarantee –Security Interests) of the Agreement and Article 17 (Guarantee – SecurityInterests) of the Credit Agreement;

 

##### (F)                                 to take all necessary steps to maintain its legalexistence and, without limiting the foregoing, to refrain from the following,unless with the prior consent of the Majority Lenders and the Majority Banks:

#####  

(a)                                  filinga request or demand or adopting a resolution to dissolve or, in a Borrower’scase, to participate in a merger;

 

(b)                                 inthe case of EDL Hotels, merging with any entity, except in the framework of theconstruction or operation of the Phase IB Installations and provided that EDLHotels will be the surviving entity after such merger, subject to theconditions set forth hereinafter; and

 

(c)                                  inthe case of EDL Hotels or of any Borrower, participating in a partial asset contribution,or selling, renting, or otherwise disposing of any significant part of itsassets;

 

each of the transactions described in subparagraphs(b) and (c) hereinabove may nevertheless occur without the prior consent of theMajority Lenders and Majority Banks, and under normal commercial conditions,provided that (i) the Borrowers’ Loans and Advances used to finance thetransferred assets have been paid (increased by interest provided for inArticle 5.2 (B)(2) of the Agreement). Any such repayment must be accompanied bya simultaneous repayment of EDL Hotels’ Loans for an amount pro rata to theamount of the Borrowers’ Loans repaid as compared to the aggregate amount ofthe Borrowers Loans and, if necessary, in order to comply with the ratiosdescribed hereinafter, repayment of a portion of the additional Loans orAdvances, (ii) EDL Hotels has purchased or has had purchased the shares of theBorrower in question at the nominal value thereof and (iii) EDL Hotels hasprovided to the Lenders’ Agent and the Financial Agent a certificate reviewedby the Expert, substantially in the form of the model attached as Schedule VIIto the Agreement evidencing that, after the completion of the transaction inquestion, the Unsubordinated Indebtedness Debt Coverage Ratio and theUnsubordinated Indebtedness Annual Debt Coverage Ratio will be equal to orgreater than 1.50 and 1.15, respectively, until the Final Maturity Date. Saidadditional repayments of the Loans and the Advances will be made on a pro ratabasis, unless Lenders whose participations in the Tranche B Advances represent at leastsixty percent (60%) of the Tranche BAdvances have agreed that the additional repayment under the Tranche B Advances will not occur orwill occur in a proportion less than the one resulting from the aforementionedpro rata basis.

 

For the purposes of this paragraph, the following willconstitute a transfer by EDL Hotels or a Borrower of “a significant part of itsassets”:

 

###### (i)                                     any sale or contribution by EDL Hotels to a third partyof all or part of the business (*“fonds decommerce”*) concerning one of the Phase IB

 

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###### Installations; and

######  

###### (ii)           any sale or contribution by the Borrowers to a thirdparty or the consent by one of the Borrowers to the transfer by EDL Hotels to athird party of its rights under a Credit-Bail Agreement or, with respect to anBorrower, of the ownership of the physical structure *(“murs”)*of one of the Phase IB Installations or of its rightsunder its Construction Lease Agreement;

######  

##### (G)           not to create any subsidiary nor to acquire anyparticipation in any entity or company except in connection with theconstruction or operation of the Phase IB Installations;

#####  

##### (H)                               to ensure that no agreement is entered into with athird party if such agreement contains provisions contemplating the set-off ofamounts due to it for a cumulative amount in excess of five per cent (5%) ofthe net assets of EDL Hotels or of suchBorrower, as such net assets appear on the most recent certified balance sheetof EDL Hotels or of such Borrower;

#####  

##### (I)                                    not to enter into any agreement pursuant to which itacts as guarantor or co-debtor, or becomes responsible for the performance ofany commitment whatsoever, other than as provided herein or in the Phase IBDocuments;

#####  

##### (J)                                   to immediately inform the Security Agent in the eventthat it becomes aware of any mortgage which has been completed or which may becompleted prior to the mortgages set forth in Article 17.2(a);

#####  

(K)                               to comply with the provisions of paragraphs 2 “FinancialCovenants”, 3 “Investment”, 4 ”Other Indebtedness”, 5 “Market Transactions”of the Covenants, it being noted that the authorizations or waivers that mustbe granted to the Borrowers pursuant to the said paragraphs will be granted in accordancewith provisions of article 3 of the Common Agreement.

 

## ARTICLE 11 - UNFORESEEN CIRCUMSTANCES

 

### 11.1                           If, following a new legislativeor regulatory provision or any other mandatory administrative measure or a newinterpretation of any legislative or regulatory provision from a competentauthority, one or more Lenders are subject to any tax treatment or banking orother regulation which results in an increase in the expenses related to theAgreement or which results from said Lender(s)’ participation in any Advance,such as, for example, an increase in mandatory reserves, the taxation of thebalance or any other measure which may reduce the net remuneration received bysaid Lender(s), the following provisions will apply:

###  

###### (A)                              the Lenderconcerned must immediately inform the Lenders’ Agent in writing; the Lenders’ Agentmust then in turn immediately so inform EDL Hotels and each of the Borrowers. This written notice mustset forth the estimated amount of the cost increase or of the remunerationreduction resulting therefrom, as well as all supporting documentationtherefor;

######  

###### (B)                                the Lenderconcerned, with the consent of the Lenders’ Agent, must attempt to transfer its rights and obligations arising underthe Agreement to one or more of its branches or subsidiaries or to one or moreother Lenders which have not been soaffected by the occurrence of said circumstances, provided that such a transferdoes not result in additional costs or other unfavorable circumstance for the Lender concerned or for the Borrowers;

 

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###### (C)                                if such a transfer is not possible, EDL Hotels, the Borrowers, the Lender concerned and the Lenders’ Agent must immediately attempt to find a solutionwhich will allow the difficulties caused by said circumstances to be resolvedin the spirit of cooperation under which the Agreement has been concluded;

######  

###### (D)                               if no solution is found within thirty (30) daysfollowing the receipt by the Borrowers of the notification described inparagraph (A) above, the Borrowers in question must:

######  

(a)                                  either request that the Lender in question continue its participation whileundertaking, however, to assume the additional costs which the Lender in question is forced to bear, effective from the dateon which the Lenders’ Agent forwarded tothe Borrowers the notice of the Lender inquestion described in paragraph (A) above; or

 

(b)                                 during the course of the seven (7) Business Daysfollowing the last day of said period of thirty (30) days, repay all of theamounts then due to the Lender(s) asprincipal, interest and commissions increased, as appropriate, by any expensesor fees borne by the Lender(s) as a resultof said prepayment.

 

### 11.2         The provisions of Articles11.1(A), (B), (C) and (D)(b) will also apply in the event that one or moreLenders have been subject to any measure the result of which is to render theirparticipation in the Agreement illegal.

###  

In such event, the Lender in question will be freedfrom its obligations immediately effective on the date of notice provided tothe Lenders’ Agent regarding said illegality. The obligations of said Lenderunder the Agreement will be terminated upon the expiration of the period ofthirty (30) days set forth in paragraph (D)(b) above and, in any event, asprovided for by law.

 

## ARTICLE 12 - PAYMENTS

 

### 12.1         Any principal, interest,commission, expense or ancillary payment which must be made by a Borrower or bythe Guarantor, as the case may be, under the Agreement must be made inimmediately available funds to the account of the Lenders’ Agent at CALYON (for which the Lenders’ Agentwill provide the precise information), or to any other account for which thespecific information is provided by the Lenders’ Agent, before 11:00 a.m.(Paris time) on the payment date under reference “CALYON - €121,959,214”.

###  

### 12.2         All payments due under theAgreement and received by the Lenders’ Agent on behalf of the Lenders will bedistributed on the value date of the receipt thereof by the Lenders’ Agent, prorata in accordance with the participation of the Lenders in the total Advancesamount.

###  

### 12.3         Any payments provided for underthe Agreement must be paid in such a manner so that the funds are available onthe date fixed for the payment thereof.

###  

### 12.4         Any principal, interest,commission, expense or ancillary payment which does not fall on a Business Daywill be made on the following Business Day.

###  

### 12.5         The Borrowers will not berequired to execute any withholding of French taxes on the income from loansmade under the Agreement by Lenders located in France.

###  

### 12.6         The payment of any amount due bya Borrower or by EDL Hotels in its capacity as Guarantor pursuant to theAgreement will be made net of any taxes, withholding, duties or deduction ofany nature whatsoever, whether present or future.

 

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In the event that under a new legislative orregulatory provision, the payment of interest or any other sum gives rise to adeduction or any tax, withholding or duty whatsoever, the Borrower in questionmust:

 

(A)                              either increase the amount to be paid insuch a manner so that, after said deduction, tax, withholding or duty, theLenders in question will receive the exact amount of the payment due thereto;

 

(B)                                orrepay in advance that portion of the Advances, increased by any accruedinterest which gives rise to said deduction, tax, withholding or duty to thegreatest extent possible prior to the entry into force of the new legislativeor regulatory provision.

 

The Borrower in question will inform the Lenders’Agent for the purposes of the distribution to the Lenders in question of anyreceipts or other documents which demonstrate the payment of said taxes,withholdings or duties to the extent that it is possible to obtain such receiptor such other document.

 

## ARTICLE 13 - EVENTS OF DEFAULT

 

### 13.1         Upon the occurrence of one ormore of the following events, each of which constitutes an Event of Default,regardless of the Borrower in question:

###  

###### (A)                              a Borrower defaults on the payment when due ofprincipal or interest pursuant to the Agreement for more than five (5) BusinessDays after the due date of payment;

######  

###### (B)                                a Borrower defaults on the payment when due of anycommissions, fees and ancillary payments pursuant to the Agreement, and saiddefault continues unremedied more than fifteen (15) Business Days after noticethereof requesting that such default be remedied has been given to suchBorrower by the Lenders’ Agent or theSecurity Agent;

######  

###### (C)                                any breach or non-performance of material terms orcovenants contained in the Agreement, and said breach or non-performancecontinues unremedied (in the event that it can be remedied) for a period ofthirty (30) days after notice thereof requesting that such breach ornon-performance be remedied has been given to the relevant Borrower by the Lenders’ Agent;

######  

###### (D)                               a representation made by a Borrower or EDLHotels in the Agreement, in the Phase IB AdvancesAmendment and Restatement Agreement, or in any certificate, report, instrumentor opinion delivered or signed pursuant to the Agreement or to the Phase IBAdvances Amendment and Restatement Agreement, proves to be inaccurate in anymaterial respect on the date as of which made or deemed to be made, or ceasesto be accurate after any such dates, and said inaccuracy will continueunremedied for a period of thirty (30) days after notice thereof requestingthat said inaccuracy be remedied has been given to the Borrower or to EDLHotels in question by the Lenders’ Agent;

######  

###### (E)                                 a Borrower or EDL Hotels defaults on the payment when due of any principal or interest under theother debt incurred or guaranteed by said Borrower other than debt subordinatedto the Loans and the Advances complying with the conditions set forth insubparagraph (i) of Article 10.4(C)(e) equal to or in excess of anaggregate amount of one million five hundred thousand euros (€1,500,000) withrespect to all the Borrowers, and seven million five hundred thousand euros(€7,500,000) with respect to EDL Hotels;

######  

###### (F)                                 except for the case provided for in paragraph (E)above, any breach or event of default, as defined in any contract or instrumentrelated to any existing or future debt of a Borrower

 

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###### or guaranteed by said Borrower or EDLHotels, of an amount equal to or in excessof one million five hundred thousand euros (€1,500,000) with respect to aBorrower, and seven million five hundred thousand euros (€7,500,000) withrespect to EDL Hotels, occurs and is the subject of a notice by the creditor orcreditors in question or results in the acceleration of said debt orconstitutes a ground for calling said guarantee (unless the existence of saidbreach or event of default, the payability of such debt or the merits ofcalling the guarantee, as the case may be, are being contested in good faith bysaid Borrower or EDL Hotels and said claimis promptly brought before a competent court, in which case the existence ofbreach or event of default, the default in the payment of said debt or thefailure to honor said guarantee, as the case may be, will not constitute anEvent of Default until said claim will have been finally settled by a courtdecision);

######  

###### (G)                                a Borrower or EDL Hotels defaults in the payment when due of principal or interest under the CreditAgreement within the time periods (including possible grace periods which mayapply) provided for in that agreement;

######  

###### (H)                               subject to the provisions of Article 10.4 (E), aBorrower or EDL Hotels grants any securityinterest to secure any present or future debt, without the prior consent of theMajority Lenders;

######  

###### (I)                                    a Borrower or EDL Hotels is dissolved, liquidated or ceases its activities, unless the debts ofsaid Borrower or of EDL Hotels have beenrepaid in full or expressly and simultaneously assumed and guaranteed, with theprior consent of the Majority Lenders, by Euro Disney Associés S.C.A. or by oneof its subsidiaries with the guarantee of the latter;

######  

###### (J)                                   the Guarantee ceases to be in full force and effect orthe performance of the obligations thereunder becomes unlawful for any reason,or EDL Hotels fails to perform any of their obligations under the Guarantee;

######  

###### (K)                               one of the Borrowers or EDL Hotels requests the appointment of a conciliator underarticle L. 611-3 and following of the Commercial Code, enters into an amicablearrangement with its creditors, is subject to a judicial decision to liquidatesuch Borrower or EDL Hotels or to sell allof the enterprise, or admits its inability to pay its debts;

######  

###### (L)                                 any final or immediately enforceable judgement for the payment of money in excess of one million fivehundred thousand euros (€1,500,000) is rendered against a Borrower or EDLHotels and said judgement remains unenforced for a period in excess of thirty(30) days after the payment date required thereby;

######  

###### (M)                            EDLHotels or one of the Borrowers is subject to anationalization or expropriation measure concerning the Phase IB Installationswhich it operates, in the case of EDL Hotels, or which it has built, in thecase of a Borrower;

######  

###### (N)                               a Phase IB Document ceases to be in full force and effector the performance of the obligations thereunder becomes unlawful, or any ofsuch documents are terminated (other than on their contractual terminationdate) and, as a result thereof, the ability of the Borrower or of EDLHotels to perform its obligations under the termsof the Agreement or the Guarantee is compromised;

######  

###### (O)                               a Borrower or EDL Hotels breaches provisions of a law or allows the non-compliance with anymandatory regulation concerning the construction, safety, maintenance oroperation of the Phase IB Installations, or fails in a material respect, orauthorizes its co-contractor to fail in a material respect, to perform itsobligations under any of the Phase IB Documents, or said co-contractor fails ina material respect to perform any of its obligations and as a result thereofthe ability of the Borrower or of EDL Hotels to perform its obligations under the Agreement or the Guarantee iscompromised;

 

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###### (P)                                 Euro Disney S.C.A. (a)ceases holding (i) the number of shares of Euro Disney Associés held on theRestatement Date, or (ii) at least two thirds of the share capital of EuroDisney Associés or (iii) at least ninety seven percent (97%) of Euro DisneyCommandité S.A.S. (b) ceases being listed on the Paris stock market (*Bourse de Paris*) except as a result of a de-listinginitiated by the market authorities, (c) carries out a business activitydifferent from those of (i) holding its interest in Euro Disney Associés andEuro Disney Commandité SAS, (ii) making available to Euro Disney S.C.A. itscash surplus in accordance with paragraph 7 of the Covenants, (iii) providingadministrative services to Euro Disney Associés, and (iv) remaining a partyunder the agreements not having been transferred pursuant to the ContributionAgreement or (d) modifies its corporate purpose or its fiscal year as comparedto those provided for in the bylaws amended by its shareholders’ extraordinarygeneral meeting convened notably to decide on the Contribution.

######  

###### (Q)                               the manager or limited partner of EDL Hotels ceases tobe a Disney Affiliate, or the management of the Phase IB Installations ceasesto be entrusted to a Disney Affiliate;

######  

###### (R)                                any of the insurance policies described the “InsuranceProvisions” is terminated or modified without the consent of the MajorityLenders to the extent that, as a result thereof, the risk of the Lenders underthe Agreement is increased;

######  

###### (S)                                 one of the mortgages referred to in section 17.2 (A)(a) of the Agreement cannot be maintained as a first priority mortgage becausethe existence of a contractual, statutory or judicial mortgage comes to light,which takes precedence over the registrations made; and, in the case of astatutory or judicial mortgage, the Borrowers cannot substantiate to theSecurity Agent that they obtained the release of this mortgage within fifteen(15) Business Days of receiving notice from the Security Agent that they mustsecure the release of said mortgage; or any of the security interests set forthin Article 17 (Guarantee – Security Interests) become inoperative or theirvalue is diminished as a result of an act of the Borrowers or EDL Hotels;

######  

###### (T)                                Euro Disney Associés S.C.A. fails to perform itsobligations under the EDL-SCA Loan Undertaking ;

######  

###### (U)                               the operation of the Phase IB Installations isabandoned or the Phase IB Installations are completely destroyed;

######  

###### (V)                                a judicial receiver is appointed for a significant partof the Phase IB Assets or the attachment or seizure of a significant part ofthe Phase IB Assets, unless EDL Hotels orthe Borrower in question has promptly filed a request for the annulment thereofbefore a competent court and such request is followed by an annulment orrenunciation within a normal time period;

######  

###### (W)                           a Borrower modifies its form or corporate purpose orEDL Hotels modifies its corporate purpose in a significant manner and withoutthe consent of the Majority Lenders;

######  

###### (X)                               EDL Hotels amortizes its share capital, or the networth of EDL Hotels becomes less than half of its share capital and suchsituation is not remedied during the time period provided by law or EDL Hotelsprepays any part of the loan granted pursuant to the EDL-SCA Loan Undertakingand the amount so prepaid is not replaced by the proceeds of anothersubordinated debt of the same amount (with the same provision applying to thelatter debt) or EDL Hotels prepays the subordinated loan the initial amount ofwhich is FRF 465,000,000 granted by Euro Disney S.C.A. on March 25, 1991;

######  

###### (Y)                                breach or default by one of the Borrowers, by EuroDisney S.C.A., by Euro Disney Associés S.C.A., by Euro Disneyland S.N.C. or byone of the Subsidiaries of their

 

36

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###### commitments and obligations under the CommonAgreement and the documents referred to in the Common Agreement and in thePhase IB Advances Amendment and Restatement Agreement;

######  

###### (Z)                                the provisions of the bylaws of Euro Disney AssociésS.C.A. relating to the Management Fees, the Remuneration Agreement, theTechnical and Administrative Assistance Agreement, the loan agreement betweenEuro Disney S.C.A. and Euro Disneyland S.N.C. dated August 10, 1994, asmodified by amendment n°1 dated September 30, 1999, the EDL-SCA LoanUndertaking, the ED SCA-EDL Hotels Loan, the EDL Hotels Loan Agreement, theDisney Undertaking, the Euro Disney Undertaking, the Standby Revolving CreditFacility, the Standby Revolving Credit Supplemental Agreement, the NewRevolving Credit Facility, the CDC Loan Agreements, the CDC Second ParkAgreements, any CDC Subordinated Long Term Debt Agreement, the LicenseAgreement, the License Supplemental Agreement, the Conference Centre Lease, theCentre Lease Supplemental Agreement or the Funds Agreement is modified (exceptwhere the modifications concern a point of no material significance and havereceived the prior approval of the Lenders’ Agent, such approval. not to be unreasonably refused), or ceases to bevalid or is not respected by Euro Disney S.C.A., by Euro Disney AssociésS.C.A., by TWDC, by the Disney Affiliated Company concerned or by the companywhich will be substituted to TWDC;

######  

###### (AA)                    TWDC ceases at any time to hold, directly orindirectly, such number of paid-up shares set out below:

######  

(1)                                until December 31, 2016, the number of shares which represents at least thirty-ninepercent (39%) of the capital of Euro Disney S.C.A.;

 

(2)                               at least one share of Euro Disneyland S.N.C.; and

 

(3)                                at least ninety seven percent (97%) of (a) the sharecapital of the limited partner (*associé*commandité)of Euro Disney S.C.A., (b) of two of the limited partners of Euro DisneyAssociés S.C.A, (c) of one manager (*“gérant”*)of Euro Disney Associés S.C.A. (d) of one *gérant*of Euro Disney S.C.A., or (e) of one *gérant*ofEuro Disneyland S.N.C.;

 

###### (AB)                      an event of default, as defined in any contract or deedrelative to a loan indebtedness of Euro Disney Associés S.C.A. or EuroDisneyland S.N.C. resulting from a payment default in an amount of at leastseven millions five hundred thousand euros (€7,500,000) occurs and allows thedebt to be declared immediately due and payable unless said event of default beremedied within any applicable grace period allowed to remedy said default, orthe acceleration of any Euro Disney S.C.A. or Euro Disneyland S.N.C. loan isdeclared by the relevant lender or lenders;

######  

###### (AC)                      any one of the ratios set out in Article 2 of theCovenants is not respected during a Fiscal Year N, it being agreed that in suchcase the Financial Agent may not give notice that an event of default hasoccurred until January 30 of the Fiscal Year N+1, or, in the event of a changein the accounting rules and principles, until February 28 of the Fiscal YearN+1; provided that the non-performance has been cured pursuant to the followingconditions and deadlines:

 

Euro Disney S.C.A. orEuro Disney Associés shall be able to restore the amount, as the case may be,of the DSCR or of the Forecast DSCR, due to, either through (i) new money byway of shareholders’ equity or Subordinated Indebdtedness of Euro DisneyAssociés or (ii) forgiveness of debts (with or without a “return to betterfortune” clause (*“clause de retour àmeilleure fortune”*)) or payment deferrals, in each case, allowingpayments only after the date on which all amounts due (in principal andinterests) under the CDC

 

37

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Second Park LoanAgreements and the CDC Subordinated Long Term Debt Agreements have been fullypaid and been the subject of subordination agreement to be entered into withCDC (the “Restoration Amount”).

 

The Restoration Amount (which will be added to thenumerator in the calculation of the DSCR and Forecast DSCR) will be the higherof:

 

(i)                 the amount of theRestoration Amount having the effect of restoring the DSCR, and

 

(ii)             the RestorationAmount having the effect of restoring the Forecast DSCR.

 

Euro Disney Associés’ cash balance will have fullybenefited from the Restoration Amount at the earliest on June 30 of Fiscal YearN and at the latest on January 30 of Fiscal Year N+1 or, in the event of a change in the accounting rules andprinciples, on February 28 of Fiscal Year N+1.

 

###### (AD)                     breach or non-performance by EDL Hotels or one of theSNC Borrowers of the covenants set forth in paragraphs (O), (P), (R) and (S) ofarticle 10.2 of the Agreement.

######  

###### (AE)                       Euro Disney Associés S.C.Arepays to any or all of its shareholders a contribution premium (*“prime d’apport”*) resulting from theContribution and which is recorded in Euro Disney Associés S.C.A.’s accounts (*compte comptable du plan comptable général n° 104 “primesliées au capital”*) for a minimum amount of € 122.2 millions.

######  

###### (AF)                       Euro Disney Associés SCA makes any payment under theRoyalties and Management Fees in respect of any of the three quarters fromJanuary 1 to September 30, 2003 contrary to the terms of the letters datedMarch 28, 2003 sent respectively by The Walt Disney Company (Netherlands) B.V.and by Euro Disney S.A. to Euro Disney S.C.A.;

######  

(AG)                      Euro Disney Associés S.C.A. makes, before January 1,2017, a payment, whether in principal or in interests, of any amount ofRoyalties or Management Fees deferred in respect of Fiscal Years 2005 to 2014and transformed into a Subordinated Long Term Debt, pursuant to the terms ofthe letter referred to in (ii) of the definition of the License SupplementalAgreement, and of the agreements referred in to (ii) of the definition of theRemuneration Agreement;

 

(AH)                     Euro Disney Associés S.C.A. modifies the conditionsattached to the definition of the Subordinated Long Term Debt as they areprovided in the letter referred to in (ii) of the definition of theSupplemental License Agreement, in the agreements referred in to (ii) of thedefinition of the Remuneration Agreement and in the provisions relating to theinterests in the CDC Second Park Agreements;

 

###### (AI)                          Euro Disney Associés S.C.A contracts a debt towardsEuro Disney S.C.A. without respecting the following conditions:

######  

(i)                                     thesum of all remuneration including commissions, interest, bonuses, or any otherremuneration paid to Euro Disney S.C.A. will not exceed 3 months EURIBOR less50 basis points per annum; in theevent of any change in the tax rules and regulations which are currentlyapplicable resulting in tax deductibility of interest relating to the cashadvances to Euro Disney Associés S.C.A. no longer being satisfactory, the parties shall enter intodiscussions and shall use their best endeavours so as to agree on new terms andconditions allowing the interest relating to such advances to be satisfactorilydeductible from a tax point of view.

 

###### (ii)                                  in the event of liquidation, any repayment of thepartner’s advance shall be

 

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###### subordinated to the introductory payments ofthe totality of the amounts due under the Financing Agreements, the CDC SecondPark Agreements, and the CDC Subordinated Long Term Debt Agreement;

######  

(iii)          moreover,with respect to the partner’s advance granted pursuant to the Cash Agreement,Euro Disney S.C.A. will be entitledto request repayment if and to the extent necessary to cover the paymentof its costs and expenses, and upto the € 5 million cap applicable to its annual operating budget (which may vary, after the Financial Year2005, in accordance with the annual inflation rate) net of any income (including the dividends in respect ofthe Financial Year N-1 and other payments)

 

###### (iv)                              the repayment flows shall be structured in such waythat Euro Disney S.C.A’s cash and cash equivalents account is always less than€1,000,000;

######  

(AJ)                         (a)                                  Euro Disney Associés S.C.A. makes a payment under theinterests payable to CDC on December 31 

following the closing of each of 2005to 2014 included but that must be deferred under a Fiscal Year accounting forthe Performance Indicator of the Fiscal Year in question, pursuant to the termsof the CDC Second Park Agreements;

 

(b)                                 Euro Disney Associés S.C.A. makes a payment, whether inprincipal or in interests,  under theinterests deferred accounting for the Performance Indicator of the Fiscal Yearin question and transformed into Subordinated Long Term Debt pursuant to theterms of the CDC Second Park Agreements and the CDC Subordinated Long Term DebtAgreements, before January 1, 2017;

 

(c)                                  Euro Disney Associés S.C.A. to makes a payment underthe interests deferred owed to CDC under the years 2001 and 2003 otherwise thanpursuant to the conditions relating to Tranche E stipulated in the CDC SecondPark Agreements;

 

In the event of any such Event of Default, and so longas such Event of Default continues, if the Majority Lenders so requests, theLenders’ Agent will, by notice to the Borrowers, declare all the Advances, aswell as any accrued and unpaid interest on such amounts, immediately due andpayable, whereupon such Advances, as well as any accrued interest incurred onsuch amounts, and all other sums due under the Agreement, will become immediatelydue and payable without any formal notice or other notice.

 

### 13.2                           (A)          In case of Event of Default, as referred to in Article 13.1above, it is expressly agreed that the sums owed 

### under the Agreementcan be declared due and payable in advance only insofar as the amounts owedunder the Credit Agreement are held due and payable in advance.

###  

(B)           However,the condition referred to in paragraph (A) above shall not apply and the sumsowed under the Agreement may be declared due and payable in advance pursuant toArticle 13.1 above, independently from any similar measure under the CreditAgreement, in the following cases:

 

(i)                                     ifthe Borrowers or the Guarantor have defaulted in the payment of the amounts dueand payable under the Agreement and the cumulated amounts actually paid by theBorrowers or the Guarantor to the Lenders’ Agent in payment or repayment ofsums due and payable pursuant to the Agreement on the date in

 

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question are lower than the Lenders’ ProportionalPortion in Interest or Principal (except if this situation is cured within five(5) days from the notification that the Lenders’ Agent shall then sent to theBorrowers); for purposes of this provision, the Lenders’ Proportional Portionin Interest or Principal shall be calculated as follows:

 

(a)                                  regardingthe Lenders’ Proportional Portion in Interest, by applying to the cumulatedamount of the interest effectively paid by the Borrowers on the date inquestion under the Credit Agreement and under the Agreement, the percentagerepresented by the cumulated amount of the interest due and payable (whetherpaid or not) on the date in question under the Agreement, compared to thecumulated amount of interest due and payable (whether paid or not) on this samedate under both Agreements;

 

(b)                                 regardingthe Lenders’ Proportional Portion in Principal, by making the above-mentionedcalculation, *mutatis mutandis*,according to the principal amounts actually paid and those due and payable(whether paid or not) on the date in question;

 

(2)                                  ifa sale has taken place in accordance with Article 5.2 of the Credit Agreementand after this sale the Loans are no longer directly held by bankinginstitutions as defined below and on their behalf.  To apply this provision, shall be deemed tobe banking institutions, the first tier foreign banks and as far as France isconcerned, the credit institutions licensed, within the meaning of Articles L.511-1 *et seq.*of the FrenchMonetary and Financial Code, as banks, mutual savings banks, savings banks andmunicipal credit union, as well as specialized financial institutions referredto in Article L. 516-1 of the French Monetary and Financial Code and the *Caisse des Dépôts et Consignations.*

 

### 13.3                           In the event that amounts due tothe Lenders under the Agreement are accelerated pursuant to this Article, eachBorrower will, in addition, indemnify each of the Lenders from and against alldirect expenses and all losses which each of the Lenders has sustained byreason of the liquidation or re-use of deposits from third parties required tofinance all or part of such amounts, and will compensate each of the Lendersfor all reasonable expenses incurred as a result thereof, including attorneys’fees and shall pay to them the indemnity relating to the Tranche B Advances, asprovided for in Article 5.2(B)(a)(iii).

###  

Each Lender will prepare and deliver to the Lenders’Agent, for transmittal to each of the Borrowers, a certificate setting forththe calculation of the amount of such expenses, and this calculation will befinal and binding, absent a material error.

 

## ARTICLE 14 - LATE PAYMENT INTEREST

 

In the event of a default in payment when due by aBorrower of any principal, interest or other amount due under the Agreement,and without prejudice to any other rights which the Lenders may have under theAgreement, said amount will bear interest, to the extent permitted by law, foreach day beginning on the due date and ending on the actual payment date,inclusive, at the rate determined by the Lenders’ Agent as being one percent (1%) per annum over the EONIA rate, increased by the Margin, as a matter of lawand without any formal notice thereof.

 

The Lenders’ Agent must immediately inform theBorrower in question, EDL Hotels and the Lenders of the rate and the amount ofthe late payment interest calculated in accordance with the above provisionswhich, except in the event of material error, will bind the parties.

 

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The payment of a late payment interest may berequested at any time by the Lenders’ Agent and will not imply the granting ofa payment deferral or result in the waiver of any right of the Lenderswhatsoever arising under the Agreement.

 

Late payment interest must be paid in euros.

 

Interest at the contractual rate, with late paymentinterest, will be compounded as soon as it has been due for a full year.

 

## ARTICLE 15 - COMMISSIONS

 

### 15.1         The commission of the Lenders’Agent and the commission of the Security Agent have been the subject of separateletters between the Borrowers, the Lenders’ Agent and the Security Agent. TheBorrowers hereby agree to pay said commissions in accordance with the terms andprovisions set forth in said letters.

###  

## ARTICLE 16 - EXPENSES

 

### 16.1         The Borrowers hereby agree topay the Lenders’ Agent on behalf of the Lenders the amount of any loss sufferedby any Lenders as a result of:

###  

###### (A)                              prepayment in accordance with Article 11 of theAgreement (Unforeseen Circumstances) or as a result of the occurrence of anyEvent of Default;

######  

###### (B)                                generally, any repayment which occurs on a date otherthan an Interest Payment date.

######  

Said losses will be calculated as the differencebetween:

 

(a)                                  the interest which would have been received by therelevant Lender during the remainder of therelevant Interest Period, if the Borrowers had not prepaid; and

 

(b)                                 the actual payment receipt by the relevant Lender following the reuse of the funds during the remainderof that Interest Period, as such payment is demonstrated by the Lender.

 

Such difference, if any, will be increased by thetotal expenses incurred by said Lender to interrupt its refinancing, in such amanner so that these expenses will be in all events limited to one-eighth of apercent (1/8th %) per year of the prepayment amount described in (A) and (B)above for the period remaining to run of the Interest Period in question,provided that these expenses are demonstrated by said Lender.

 

### 16.2         Each of the Borrowers herebyagrees to indemnify each Lender, the Lenders’ Agent and the Security Agent,upon the presentation of proof thereof, for any losses or expenses (includinglegal expenses, fees and counsels’ expenses) which are reasonably incurred byeach of them to enforce the obligations of each of the Borrowers arising underthe Agreement or to enforce the security interests described in Article 17(Guarantee – Security Interests) below.

###  

### 16.3         Any expenses incurred by theLenders for the preparation, negotiation and signature of the Agreement will bepaid to the Lenders’ Agent by the Borrowers upon presentation of evidencethereof, up to a limit determined by separate agreement.

###  

### 16.4         The Borrowers shall pay anystamp and registration duties, taxes or similar expenses which may be due as aresult of the signature or performance of the Agreement or as a result of thecreation of the security interests provided for in Article 17 (Guarantee –Security Interests), and will indemnify the Lenders, the Lenders’ Agent and theSecurity Agent for any consequences of delay

 

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### or failure to pay said duties, taxes and expenses, if any.

###  

## ARTICLE 17 - GUARANTEE - SECURITY INTERESTS 

 

### 17.1                           Guarantee

###  

EDL Hotels guarantees, jointly and severally, thepayment or repayment of all amounts due hereunder by the Borrowers, pursuant tothe terms of the Guarantee.

 

### 17.2                           Security Interests

###  

The performance of the obligations of the Borrowersunder the Agreement is secured by the security interests mentioned below.Unlike mortgages referred to in paragraph (A) below to be allocated only to theguarantee of the amounts owed under Tranche C and not Tranche B, all the othersecurity interests referred to in this Article shall be allocated to theguarantee of all the amounts owed under the Agreement, under Tranche B and TrancheC.

 

##### (A)                               Mortgages

#####  

(a)                                  As security and guarantee for the payment and repaymentof all amounts due to the Lenders by theBorrowers under the Tranche C Advances pursuant to the Agreement, the Borrowersacting jointly and severally have agreed to grant to the Lenders a first priority mortgage on the following rights andreal property:

 

(i)                                    the in rem rights arising underthe Construction Lease Agreement granted to each Borrower over the landincluded in Phase IB which is the subject of said Construction Lease Agreement;and

 

(ii)                                 all buildings *(“immeubles**par nature”)*which are being or will be constructed on such landtogether with all rights and the associated buildings attached thereto, as wellas all real property *(“immeubles**par destination”)*attachedthereto,

 

provided that:

 

(i’)                                 eachof the Borrowers will grant to each of the Lenders a registration securing theamount of the Commitment of the Lender concerned, plus an amount for relatedexpenses evaluated at five percent (5%) of the principal. The principal amountsecured thereby will therefore be a total of eight hundred million francs (FF.800,000,000) plus an amount for related expenses evaluated at five percent (5)of the principal, i.e., forty million francs (FF. 40,000,000);

 

(ii’)          suchfirst priority registrations will be on an equal basis with the securityinterests which are granted in favor of the Banks under the Credit Agreement tosecure the Loans;

 

as a result, any order or distribution of salesproceeds related to the mortgaged assets will be applied pro rata among theLenders and the Banks according to the amounts that the Lenders and the Banks,respectively, have then outstanding, and any insurance proceeds paid bycompanies who insure or will insure the Phase III Assets and the Borrowers’activities, in the event of a loss, will be applied pro rata among the

 

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Lenders and the Banks according to the amounts thatthe Lenders and the Banks, respectively, have then outstanding.

 

(b)                                 Under the terms and conditions of the instrumentscreating the mortgages set forth in the *Conventionsur le Rang*, it is formally agreed that the holders of the aboveregistrations will have no right to exercise their rights arising from suchregistrations individually, and in particular the right to seize property; anyenforcement measure will be taken by a decision of the Majority Lenders ofwhich the total of the participation in the Loans and the Tranche C Advances is equal to at least sixty percent (60%) of theLoans or Tranche C Advances or by a decision of the Majority Banks.

 

Upon the occurrence of a transfer of all or part ofthe outstanding amounts or a total or partial subrogation, the above provisionswill continue to be binding in the same manner and under the same conditions.

 

Consequently, a transferor or subrogated creditor willhave no right to exercise individually any of the rights arising under themortgages which it may have acquired pursuant to such transfer or subrogation.

 

In the event that the registration period of anymortgage referred to in the present Article is likely to expire before theFinal Maturity Date, the Borrowers already expressly, irrevocably and firmlyagree to renew the mortgage registration until the Final Maturity Date (increasedby two years), at the expense of EDL Hotels which undertakes to it, and at thefirst request of the Lenders’ Agent, who may make it at any time. Any renewalreferred to in the present paragraph shall be made at the mortgages registryoffice having jurisdiction at the latest three months before its expirationdate.

 

##### (B)                                 Insurance Company Assignment (“*délégation*”):

#####  

an assignment by the Borrowers in favor of theSecurity Agent on behalf of the Lenders and the Banks with respect to eachinsurance policy taken out with insurance companies and set forth in theInsurance Provisions; the Security Agent must immediately credit to the EDLHotels’ Loan Account or to the Borrowers’ Loan Account, as the case may be, thereceipts from any insurance payments which have been paid thereto under theinsurance company assignment or for any other reason;

 

##### (C)                                 Assignment *(“délégation”)*of**EDL Hotels and the Leasing Companies:

#####  

an assignment by EDL Hotels in favor of the Lendersand the Banks with respect to the Credit-Bail Agreements;

 

##### (D)                                Pledge of Bank Accounts and Authorized Investments:

#####  

a pledge in favor of the Lenders and the Banks of theLoan Accounts, the Designated Accounts and the SCA Subordinated Loan DesignatedAccounts, as well as the Authorized Investments, pursuant to the terms andconditions set forth in Article 7 (Provisions concerning the Loan Accounts andthe Designated Accounts); and

 

##### (E)                                  Pledge of the Receivables

#####  

a pledge in favor of the Lenders and the Banks of allreceivables of the Borrowers which arise or may arise from the Development Agreement,pursuant to a pledge instrument dated [•], 1991.

 

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### 17.3         Enforcement of the SecurityInterests and the Guarantee

###  

In the event that the Borrowers default in the paymentof any amount under the Agreement when due, the Lenders hereby instruct theLenders’ Agent to proceed with the enforcement of the Guarantee to cover suchamount at the time of such default, unless notice to the contrary is providedby the Majority Lenders.

 

In the event that the Borrowers default in the dueperformance of any obligation under the Agreement, the Lenders may enforce thesecurity interests described in Article 17.2 (Security Interests). Saidenforcement will be exercised by the Security Agent based on a decision of the MajorityLenders, notification of which will be provided to the Borrowers by theSecurity Agent. However, the Majority Lenders may only reach a decision toenforce the mortgages prior to November 5, 2012 if the amounts due under theAgreement have been declared accelerated and due and payable in conformity withArticle 13 (Event of Default) or if the mortgages are enforced under the CreditAgreement.

 

### 17.4         Order of Enforcement of theSecurity Interests

###  

The security interests will be enforced in thefollowing order:

 

(A)                              enforcementof the pledges;

 

(B)                                enforcementof the mortgages;

 

provided, however, that:

 

(a)                                  theMajority Lenders may decide to enforce only certain security interests and willhave no obligation to enforce simultaneously all of the security interests;

 

(b)                                 theother security interests may be enforced independently of or simultaneouslywith the enforcement of the Guarantee; the decision to enforce the Guaranteewill belong to the Lenders’ Agent, unless the Majority Lenders have giveninstructions to the contrary; and

 

(c)                                  theother security interests (other than the mortgages which may only be enforcedat the Majority Lenders’ initiative in accordance with the provisions set forthin Article 17.3 (Enforcement of the Security Interests and the Guarantee)) andthe Guarantee may be enforced regardless of whether the Advances have beenaccelerated.

 

### 17.5         Sharing among the Lenders andthe Banks

###  

The amounts that the Lenders and the Banks haveoutstanding under the Agreement and the Credit Agreement, respectively, willenjoy the same priority with respect to the proceeds generated from theenforcement of the security interests; no amount outstanding due to the Lenderswill have a higher or lower priority with respect to amounts outstanding due tothe Banks, and vice versa, provided however that, with respect to Tranche B of the Advances, the Lenderswill not be secured by the mortgages described in Article 17.2 (SecurityInterests).

 

### 17.6         Distribution among the Lendersand the Banks of the Amounts Generated from the Enforcementof the Security Interestsother than the Mortgages

###  

The amounts generated from the enforcement of thesecurity interests, other than the mortgages and the proceeds resulting fromthe enforcement of the Guarantee, will be distributed in the order

 

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set forth in Article 8 (Order to Allocate the AmountsReceived by.-the Lenders’ Agent - Distribution to the Lenders) and dividedamong the Lenders and the Banks as follows:

 

(A)          theportion of the amounts available for fees, costs, and remuneration described inArticle 8 (Order to Allocate the Amounts Received by.-the Lenders’ Agent -Distribution to the Lenders) will be distributed on a pro rata basis betweenthe Lenders and the Banks in accordance with the amount owed to each of theLenders and the Banks under the Advances and the Loans;

 

(B)           theportion of amounts available for the payment of interest on overdue amountswill be distributed as set forth in paragraph (D) below;

 

(C)           the portionof amounts available for the commissions due hereunder will be distributed prorata according to the amounts of the same nature due under the Advances and theLoans respectively;

 

(D)          the portionof amounts available for the payment of interest at the contractual rate or anyamounts which may be due to the Banks under Articles 11 (UnforeseenCircumstances) or 16.1, will be distributed between the Lenders and the Bankspro rata with respect to the amounts of same nature of interests due under theAdvances and the Loans, respectively; and

 

(E)           theportion of the amounts available for the repayment of principal amounts duewill be distributed among the Lenders and the Banks pro rata according to theirrespective principal amounts due under the Advances and the Loans.

 

### 17.7         Allocation of the ProceedsGenerated by the Enforcement of the Mortgages

###  

The amounts generated by the enforcement of themortgages as described in Article 17.2 (Security Interests) above will bedistributed among the Lenders and the Banks in the order set forth in Article17.6 (Distribution between the Banks and the Lenders of the Amounts Generatedfrom the Enforcement of Security Interests other than the Mortgages), providedthat such distribution will be made pro rata with respect to the respectiveamounts of the same nature due under Tranche C Advances only, on the one hand,and under the Loans, on the other hand.

 

# SECTION IV - AGENTS

 

## ARTICLE 18 - LENDERS’ AGENT

 

### 18.1         Each of the Lenders herebyirrevocably authorizes the Lenders’ Agent to take all measures and exercise allpowers in performance of the Agreement on its behalf which are expresslyprovided for or delegated to the Lenders’ Agent pursuant to the Agreement.

###  

The directors, management and employees of the Lenders’Agent will in no way be liable to the Borrowers, the Guarantor or the Lenderswhich are parties to the Agreement, except in the event of serious misconductor fraud.

 

### 18.2         The Lenders’ Agent will not beliable to the Borrowers, the Guarantor or the Lenders, except in the event thatthe Lenders’ Agent breaches its express obligations under the Agreement.

###  

In addition, the Lenders’Agent will not be liable:

 

(A)                              forany action taken or action which it did not take in fulfillment of theAgreement or as a result hereof, except in the event of serious misconduct orfraud;

 

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(B)                                forthe validity or enforceability of the Agreement or any Phase IB Document, forthe accuracy of the representations made in the Agreement or for the controlover the successful fulfillment of any of the provisions hereof by any of theBorrowers or EDL Hotels;

 

(C)                                withrespect to the Borrowers or EDL Hotels, in the event of default by the Lendersin the fulfillment of any of their obligations arising under the Agreement,with respect to the Lenders, in the event of default by any of the Borrowers orEDL Hotels in the fulfillment of their obligations arising under the Agreement.

 

### 18.3         The Lenders’ Agent may rely uponany document which it believes to be authentic or which is signed by anindividual or individuals duly authorized therefor and upon any communicationfrom the Reference Banks which it believes has been made by an authorizedindividual and, with respect to legal issues, it may rely on the opinions ofits legal advisers.

###  

### 18.4         Each Borrower will reimburse theLenders’ Agent for all expenses reasonably incurred by the Lenders’ Agent as aresult of the exercise or the protection of any rights of the Lenders arisingunder the Agreement, including the fees and expenses of legal advisers, afterhaving informed the Borrower in question prior thereto. In the event that aBorrower or the Guarantor defaults in the fulfillment of this obligation, eachLender will pay to the Lenders’ Agent a portion of these expenses in proportionto its share of the total amount of the Advances.

###  

### 18.5         With respect to itsparticipation in the Advances, the Lenders’ Agent will have the same rights,powers and obligations as the other Lenders.

###  

### 18.6         The Lenders’ Agent will have noobligation to confirm whether an Event of Default has occurred and, in theabsence of notice from a Borrower, EDL Hotels or a Lender informing itotherwise, may assume that no Event of Default has occurred. However, theLenders’ Agent must inform the Lenders of the occurrence of any Event ofDefault of which it becomes aware.

###  

No provision in the Agreement willoblige the Lenders’ Agent toundertake, on behalf of a Lender,Borrowers identification procedures with respect to any person whatsoever, andeach Lender confirms to the Lenders’ Agent that each Lender is solely responsible for the verifications it is required to make andthat it will not rely on the Agent’s representations relating to suchverifications.

 

### 18.7         In the event of an Event of Defaultconcerning any of the Borrowers, the Borrower in question or, failing that, theGuarantor, will indemnify the Lenders’ Agent for all direct losses incurred bythe Lenders’ Agent in its capacity as Lenders’ Agent under the Agreement. Inthe event that the Borrower or the Guarantor defaults in the fulfillment ofthis obligation, each of the Lenders will indemnify the Lenders’ Agent inproportion to its share of the total amount of Advances.  In such event neither the Borrower inquestion nor the Guarantor will be relieved of its obligations under thisarticle.

###  

### 18.8         The Lenders’ Agent will informthe Lenders as soon as possible of any notices or communications received fromany of the Borrowers received pursuant to the Agreement.

###  

### 18.9         If an Event of Default occurswhich has not been cured (to the extent that it is possible to cure said Eventof Default), the Lenders’ Agent must, at the request of the Majority Lenders,declare all amounts due to the Lenders pursuant to the Agreement due andpayable in accordance with the provisions of Article 13 (Event of Default).

###  

### 18.10       The Lenders’ Agent will not beheld liable for any action taken at the request of the Majority Lenders, andany action taken at the request thereof will be binding on all of the Lenders.No provision of the Agreement authorizes the Lenders’ Agent to grant to any ofthe Borrowers an

 

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### amendment of any ofthe provisions of the Agreement without the prior consent of all of theLenders, except in the event of an amendment the sole purpose of which is toclarify one of the provisions of the Agreement.

###  

### 18.11       In no event may the Lenders’Agent enter into a settlement agreement in the name of the Lenders or representthe Lenders in any legal proceeding without the prior written consent of eachrelevant Lender.

###  

### 18.12       Each Lender hereby declares thatits decision to conclude the Phase IB Amended and Restated Advances Agreementhas been made on the basis of its own judgment with respect to credit mattersand that, in making said decision, it has not based its decision in any way onthe representations of the Lenders’ Agent or of any other Lenders with respectto the creditworthiness or the financial situation of any of the Borrowers.

###  

## ARTICLE 19 - SUCCESSORS TO THE LENDERS’ AGENT

 

### 19.1         The Lenders’ Agent may resignfrom its duties under the Agreement at any time provided that it will give theLenders and each of the Borrowers at least ninety (90) days prior notice. Itmay be dismissed from its duties as Lenders’ Agent at any time by the MajorityLenders.

###  

Subsequent to such a resignation or dismissal, theMajority Lenders will designate a new Lenders’ Agent, subject to the acceptanceby each of the Borrowers, which may not be refused without valid reason andwhich will be deemed to have been provided in the absence of a responsetherefrom within fifteen (15) days following a request made for said acceptancefrom the Lenders’ Agent.

 

The new Lenders’ Agent so designated will succeed toall of the rights and obligations of the preceding Lenders’ Agent.

 

### 19.2         In the event that at the end thenotice period given by the Lenders’ Agent, the Majority Lenders have notdesignated a new Lenders’ Agent as provided for above, or the new Lenders’Agent so selected has not accepted this position or has been rejected by any ofthe Borrowers, the out-going Lenders’ Agent will itself have the right todesignate a new Lenders’ Agent which must be a first-tier international bankwhich has offices in Paris and which is capable of fulfilling the duties of theLenders’ Agent under the Agreement.

###  

For as long as a new Lenders’ Agent has not beendesignated and has not accepted its duties, the out-going Lenders’ Agent willcontinue to fulfill its obligations.

 

## ARTICLE 20 - AUTHORITY OF THE SECURITY AGENT

 

### 20.1         Each of the Lenders irrevocablygrants by this Agreement authority to the Security Agent, which accepts, totake, in their names and on their behalf, any steps necessary and to exerciseany of the powers which are expressly granted to it pursuant to this Agreement,in particular with respect to the creation of the security interests describedin Article 17 (Guarantee – Security Interests) above. In addition, the SecurityAgent will be authorized to register the Agreement with a notary, if necessary,for reiteration purposes.

###  

The directors, managers and employees of the SecurityAgent will in no way be liable to the Borrowers or the Lenders which areparties to the Agreement, except in the event of serious misconduct or fraud.

 

The Security Agent will not be liable to the Borrowersor the Lenders for:

 

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(A)                              anyaction taken or action which it did not take in fulfillment of the Agreement oras a result hereof, except in the event of serious misconduct or fraud;

 

(B)                                thevalidity of any instruments establishing the security interests, to the extentthat said instruments substantially conform with the corresponding modelsattached to the Agreement or which have been approved by the Lenders’ Agent;

 

(C)                                thevalue or the decrease in value of the property and rights which are subject tothe security interests, or the revenue generated by the sale thereof;

 

(D)                               thefailure by the Borrowers to fulfill their various obligations under the Agreementor by EDL Hotels to fulfill its obligations under the Guarantee;

 

(E)                                 anylegal or other proceedings designed to enforce or sell the security interests;and

 

(F)                                 generally,any steps taken upon the instructions of the Majority Lenders.

 

The Security Agent will only act upon instructions ofthe Majority Lenders.

 

The Security Agent will not be obligated to conductany verification whatsoever regarding the fulfillment of the Borrowers of theirobligations, and may assume that no Event of Default has occurred, except inthe event that it receives notification thereof from a Borrower or the Lenders’Agent so informs the Security Agent.

 

### 20.2         With respect to itsparticipation in the Agreement as a Lender, the Security Agent will have thesame rights, powers and obligations as the other Lenders and may exercise themas if it were not the Security Agent.

###  

### 20.3         By express agreement, theSecurity Agent is hereby designated as the trustee depository of the executorycopies and the mortgage title deeds which set forth the rights of each Lenderunder the mortgages provided for in Article 17 (Guarantee – SecurityInterests). The Security Agent will only be authorized to surrender saidexecutory copies and title deeds under the following conditions:

###  

•                                          to theFinancial Agent upon a decision of the Majority Banks to foreclose on themortgaged property;

 

•                                          to theLenders’ Agent upon a decision of the Majority Lenders to foreclose on themortgaged property;

 

•                                          in order tocancel an executory copy and to issue one or more new executory copies in theevent of a sale of the rights and obligations of a Bank or a Lender under theAgreement or the Credit Agreement.

 

### 20.4         Each of the Lenders herebyagrees to reimburse the Security Agent, upon receipt of proof thereof, for allexpenses reasonably incurred by the Security Agent as a result of thefulfillment of its duties and to indemnify the Security Agent for all costs,damages, expenses, fees, penalties or losses and for the direct consequences ofany claim or any judgment made against said Security Agent as a result of theexercise of its duties to the extent that the Borrowers and the Guarantor hasnot reimbursed the Security Agent under Article 16.2.

###  

### 20.5         The Security Agent willdistribute any insurance indemnities received as Security Agent in accordancewith the provisions of Article 17.2 (Security Interests) paragraph (B).

###  

### 20.6         The Security Agent may resignfrom its duties under the Agreement at any time provided that it

 

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### will give the Lenders’ Agent and the Borrowers at least ninety (90)days prior notice.

###  

It may be dismissed from its duties as Security Agentat any time by the Majority Lenders which will not be required to justify theirdecision. Subsequent to such a resignation or dismissal, the Majority Lenderswill designate a new Security Agent. The new Security**Agent sodesignated will succeed to all of the rights and obligations of the precedingSecurity Agent.

 

In the event that at the end the notice period given bythe Security Agent, the Majority Lenders, on behalf of the Borrowers, have notdesignated a new Security Agent as provided for above or the new Security Agentso selected has not accepted this position, the out-going Security Agent willitself have the right to designate a new Security Agent which must be afirst-tier international bank which has offices in Paris and which is capableof fulfilling the duties of the Security Agent under the Agreement. As long asa new Security Agent has not been designated and has not accepted its duties,the out-going Security Agent will continue to fulfill its obligations.

 

# SECTION V- MISCELLANEOUS

 

## ARTICLE 21 - BENEFICIARIES OF THE AGREEMENT

 

### 21.1         The Agreement binds theBorrowers and the Lenders, as well as their respective successors and assigns *(“ayants-droit”)*and each of them is a beneficiaryhereunder.

###  

### 21.2         No Borrower may sell orotherwise transfer its rights arising under the Agreement without the priorwritten consent of all of the Lenders.

###  

### 21.3         Each of the Lenders (hereinafterthe “Selling Lender”) will have the right to sell or otherwise transfer all orpart of its rights and obligations under the Tranche C Advances, for a minimumamount of €1,372,041 (said minimum amount will not apply to the sale or transferof the balance of the rights and obligations of the Lender in question) to anyother bank or banking institution with a sound reputation, provided that priornotice thereof is provided to the Lenders’ Agent and subject to the priorwritten consent of each of the Borrowers, which consent may not be refusedwithout valid reason, under the condition that, with respect to the SellingLender, it will have complied with any law, regulation or practice relating tothe Borrowers identifications procedures; it being specified that any sale ofrights and obligations relating to Tranche C shall necessary be held by aPartner.

###  

In the absence of a response within thirty (30) daysbeginning on the date of the receipt of the above-mentioned notice, theBorrowers will be deemed to have consented to the transfer which is the subjectof said notification.

 

### 21.4         If a Lender wishes to sell ortransfer all or part of its rights and obligations in accordance with theprovisions of Article 21.3, it must provide to the Lenders’ Agent an act oftransfer in conformance with the model attached as Schedule IX to theAgreement, duly completed and signed by the Lender and the buyer.

###  

As soon as said act of transfer is so provided, itwill operate as a waiver of any obligation of the Borrowers in the amount ofthe transferred participation and the buyer will enjoy all of the rights of andwill be obligated up to the amount of the participation sold by the Lenderunder the Agreement.

 

### 21.5         The Lenders’ Agent will maintaina register any transfers made in accordance with Article 21.4 above, which itwill make available to the Lenders and the Borrowers.

 

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## ARTICLE 22 - NOTICES

 

### 22.1         Any notice, request orcommunication which may or must be made pursuant to the Agreement must be madeby letter, telex, or fax.

###  

### 22.2         Any notice, request orcommunication which must be made or any document which must be provided by aparty to another party pursuant to the Agreement must be prepared and deliveredto the address of said other party as indicated in Schedule I or in Schedule IIto the Agreement and at the beginning of this Agreement.

###  

### 22.3         Each of the parties to theAgreement may change its address as indicated in the Agreement and must providenotice of any new address to the Lenders’ Agent and to each of the Borrowers.

###  

### 22.4         Any notice to the Lenders’ Agentmust be provided to CALYON, 9 quai du President Paul Doumer, 92920 La Défense,to the attention of Jean-Hervé Cariou (tel: 01.42.95.22.62 / fax: 01.41.89.18.92)and Juliette Legrand (tel: 01.41.89.13.77 / fax: 01.41.89.18.63)

###  

## ARTICLE 23 - LANGUAGE

 

All of the documents, summaries, certificates andreports provided for under the Agreement or which must be provided infulfillment hereof must be in French or in English. In the latter case and tothe greatest extent possible,said document must be translated into French and certified to be in conformityby the manager of EDL Hotels.  In theevent of a discrepancy between the original English text and its translation,the original English text will prevail.

 

## ARTICLE 24 - EXERCISING RIGHTS - ABSENCE OF WAIVER

 

### 24.1         All of the rights granted to theLenders by the Agreement or by any other document provided in fulfillment orupon the signature of the Agreement which are rights arising as a matter of lawwill be cumulative and may be exercised at any time.

###  

### 24.2         The fact that a Lender or aBorrower has not exercised a right or does not promptly exercise any right mayunder no circumstances be considered as a waiver of that right, and theexercise of a single right or the partial exercise thereof by the Lenders or bya Borrower will not prohibit them from exercising the right again or in thefuture or from exercising any other right.

###  

## ARTICLE 25 - RENUNCIATION OF RECOURSE

 

Notwithstanding the provisions of Article L. 221-1 ofthe Commercial Code (and provided that this does not affect or limit the scopeof any other provision of the Agreement), the Lenders’ Agent, the SecurityAgent and each Lender hereby individually and collectively, expressly andirrevocably renounce:

 

(A)                              anyrecourse which they may have or which they believe they may have with respectto any Partner of any of the Borrowers with respect to any obligation of saidBorrower pursuant to the Agreement; and

 

(B)                                anyaction designed to obtain the judicial reorganization or liquidation of any ofthe Borrowers.

 

## ARTICLE 26 - CONFIDENTIALITY

 

### 26.1         The Lenders’ Agent, the SecurityAgent and each of the Lenders hereby agree:

###  

###### (A)                              to consider as strictly confidential with respect toany third party other than their buyers

 

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###### to the extent that these buyers have signed aconfidentiality agreement substantially identical to the provisions of thisArticle 26, and to their advisers or independent consultants (among the latterthe Independent Expert and the Insurance Adviser) all information related inany manner to any of the Phase IB Documents (information, data and reports)which are made available or communicated thereto by any of the Borrowers, by aDisney Affiliate or by any of their agents or independent advisers pursuant tothe Agreement; and

######  

###### (B)                                to not disclose such information to a third party otherthan to such buyers, advisers and consultants without the prior written consentof EDL Hotels which may not be refused without justification, with theexception of:

######  

(a)                                  informationwhich has become available to the public other than through a violation of theprovisions of this Article 26;

 

(b)                                 disclosuresrequired by applicable law;

 

(c)                                  disclosuresrequired by a competent court or government body;

 

(d)                                 whensuch a disclosure is allowed under any other provision of the Agreement; and

 

(e)                                  disclosuresof information which become necessary to protect the interests of the Lenders’Agent, the Security Agent or the Lenders under the Agreement, to which EDLHotels may not withhold its consent without valid reason.

 

### 26.2         The Lenders’ Agent, the SecurityAgent and each of the Lenders must take all reasonable steps to ensure that allconfidential information which they receive from the Borrowers under theAgreement and which this provided to their employees, advisors or independentconsultants is only provided to the extent necessary for the successfuladministration of the Agreement and, in all cases, provided that theinformation is kept confidential with respect to third parties.

###  

### 26.3         The provisions of this Article26 will remain in force after the full payment of all amounts due by theBorrowers under the Agreement.

###  

### 26.4         In the event that EDL Hotelsissues a certificate as provided for under Articles 10.1(G) and 10.2(K)certifying that the provision of certain information would result in thedisclosure of confidential information regarding the pricing policy and technicalknow-how or relates to the operation of the Euro Disneyland Project in Franceand that such a disclosure to competitors might be harmful to the Project, theLenders’ Agent may, by providing written notice to EDL Hotels, request thatinformation be provided to it, subject to the condition that the Lenders’ Agentand each of the Lenders which desire to receive this information mustindividually provide to EDL Hotels a written confidentiality agreement withsubstantially the same terms as the provisions of this Article 26, but whichexpressly governs the information provided at that time.

###  

### 26.5         The Lenders will not acquire,under the Agreement, any right to use, and shall not use any registeredtrademark, name,  design, character orsymbol belonging to The Walt Disney Company or any one of its subsidiaries(including without limitation, the expressions “The Walt Disney Company”, “Disney”,“ABC”, or “ESPN”, either alone or in conjunction with or as part of any otherword or name), nor any trademark, fanciful character, design, name, logo,registered trademark, copyright or any other intellectual property right of theWalt Disney Company or any one of its subsidiaries or affiliated companies (the“Companies”): (i) in any advertising publicity or promotion, (ii) to express orimply any endorsement of any one of the Lenders’ products or services by TheWalt Disney Company or the Companies, or (iii) in any other manner (whether ornot similar to the uses prohibited pursuant to subparagraphs (i) and (ii)above), except with the

 

51

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### express writtenconsent of The Walt Disney Company prior to such usage, which it may in itssole discretion refuse to give.  Theprovisions of the previous sentence will survive and continue to apply afterany termination or expiration of the Agreement, or the determination of anymandatory or optional nullity affecting the Agreement in whole or in part.

###  

## ARTICLE 27 - BORROWERS IDENTIFICATION PROCEDURES

 

27.1         If:

 

(i)                                     the entry into force or the modification of a law orregulation (or a change in the interpretation or the application of a law orregulation) subsequent to the date of the present agreement;

 

(ii)                                  a change in the status or the share ownership of aBorrower subsequent to the Restatement Date; or

 

(iii)          an assignmentor transfer contemplated by a Lender ofits rights and obligations under the present agreement to a party which is notalready a Lender

 

obliges the Lenders’ Agent or a Lender (or, in the hypothesis of paragraph (iii) above, the new potential Lender) to conform to borrowers identification procedures andit does not already hold the necessary information, each Borrower will, uponthe request of the Lenders’ Agent or ofthe Lender in question, provide withoutdelay or make sure to be provided, any documentation or other evidencereasonably requested by the Lenders’ Agent(on its own behalf or on behalf of a Lender) or by such Lender (on its own behalfor, in the hypothesis described in paragraph (iii) above, on behalf of the newpotential Lender) in order for the Lenders’ Agent, the relevant Lender, or in the hypothesis described in paragraph (iii)above, the new potential Lender, to beable to accomplish and consider that it has satisfactorily carried out theborrowers identification procedures required pursuant to the applicable lawsand regulations, in light of the transactions contemplated in the Agreement.

 

27.2                           Each Lender willon the request of the Lenders’ Agentprovide without delay or make sure to be provided, any documentation or otherevidences reasonably requested by the Lenders’ Agent (on its own behalf or on behalf of a Lender) in order for the Lenders’ Agent to be able to accomplish and to consider that ithas satisfactorily carried out the borrowers identification procedures requiredpursuant to the applicable laws and regulations, in light of the transactionscontemplated in the Agreement.

 

## ARTICLE 28 - EFFECTIVE GLOBAL INTEREST RATE

 

The parties to this Agreement expressly acknowledgesthat due to the specificity of the its provisions, it is impossible toprecisely determine the effective global interest rate applicable to theTranche C Advances in accordance with the provisions of the Consumer Code. EachBorrower nonetheless acknowledges that it has carried out all the estimates itdeems necessary to determine the Advances global cost and acknowledge that ithas received all the information for that purpose. In order to comply witharticles L. 313-1 and 313-2 of the Consumer Code, an indication of the effectiveglobal interest rate applicable to each Tranche C Advance, as an example, isgiven at the Restatement Date to the Borrower in question. The effective globalinterest rate applicable to a Tranche B Advance would be three percent (3%) perannum.

 

## ARTICLE 29 - PARTICIPATION OF THE FINANCIAL AGENT

 

The Financial Agent is participating in the Agreementin order to acknowledge all provisions of the Agreement concerning therelations between the Banks and the Lenders and to agree thereto.

 

52

----

 

## ARTICLE 30 - PARTICIPATION OF THE DEPOSITARIES

 

The Depositaries are participating in the Agreement inorder to acknowledge all provisions of the Agreement concerning the mechanismsfor the operation of the accounts to be opened by the Borrowers and of thesecurities related thereto and to agree to comply therewith.

 

## ARTICLE 31 - APPLICABLE LAW - CHOICE OF FORUM 

 

### 31.1         The Agreement will be governedby French law.

###  

### 31.2         The parties to the Agreementhereby agree that any dispute arising under the Agreement and any action orproceeding based on the Agreement or relating thereto may only be submitted,with the exception of any courts to which the law grants exclusivejurisdiction, to the Commercial Court of Paris and, by signing the Agreement,each Borrower, each Lender and the Guarantor expressly and irrevocably acceptthe exclusive competence of the Commercial Court of Paris to resolve suchdisputes, actions or proceedings.

###  

Amendedand Restated in Paris

atthe Restatement Date.

 

53

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**ScheduleI**The Lenders

** **

**Tranche B**

 

| ** **                                            | ** ** | **UNDERTAKINGS**       | ** ** |
|-------------------------------------------------------|------------|------------------------|------------|
| **LENDERS**                                           | ** ** | **Tranche B Advances** | ** ** |
| **AXA BANQUE**                                        |       | 1,372,041.16           |       |
| 137 rue Victor Hugo                                   |       |                   |       |
| 92687 Levallois Cedex                                 |       |                   |       |
| Tel.: 33 1 55 62 83 70                                |       |                   |       |
| Fax: 33 1 55 62 81 22                                 |       |                   |       |
| Attention: Robert  SENEMAUD                           |       |                   |       |
|                                                  |       |                   |       |
| **CALYON**                                            |       | 8,232,246.92           |       |
| 9 Quai du Président Paul  Doumer                 |       |                   |       |
| 92920 Paris La Défense  Cedex                    |       |                   |       |
| Tel.: 33 1 41 89 00 00                                |       |                   |       |
| Fax: 33 1 41 89 18 92                                 |       |                   |       |
| Attention: Jean-Hervé  CARIOU / Patrick Savignac |       |                   |       |
|                                                  |       |                   |       |
| **CASDEN BANQUES POPULAIRES**                         |       | 1,372,041.15           |       |
| 91 Cours des Roches                                   |       |                   |       |
| 77186 Noisiel                                         |       |                   |       |
| Tel.: 33 1 64 80 32 74                                |       |                   |       |
| Fax: 33 1 64 62 22 88                                 |       |                   |       |
| Attention: PatrickSebert                              |       |                   |       |
|                                                  |       |                   |       |
| **CRCA BRIE**                                         |       | 5,488,164.59           |       |
| 24 Avenue du Maréchal  Foch                      |       |                   |       |
| BP 205                                                |       |                   |       |
| 77101 Meax Cedex                                      |       |                   |       |
| Tel.: 33 1 65 25 94 68 /  33 1 60 25 94 02            |       |                   |       |
| Fax: 33 1 60 25 96 68                                 |       |                   |       |
| Attention: Agnès  Coulombe / Monique Milville    |       |                   |       |
|                                                  |       |                   |       |
| **CRCA CENTRE EST**                                   |       | 1,372,041.15           |       |
| 269 Faubourg Croncels                                 |       |                   |       |
| 10000 Troyes Cedex                                    |       |                   |       |
| Tel.: 33 3 25 71 43 60                                |       |                   |       |
| Fax: 33 3 25 71 44 12                                 |       |                   |       |
| Attention: Jean-François  Louis                  |       |                   |       |
|                                                  |       |                   |       |
| **CRCA NORD EST**                                     |       | 2,744,082.33           |       |
| 25 rue Libergier                                      |       |                   |       |
| 51088 Reims Cedex                                     |       |                   |       |
| Tel.: 33 3 26 83 36 71                                |       |                   |       |
| Fax: 33 3 26 83 30 52                                 |       |                   |       |
| Attention: PDF - DJGF -  GESTION DES                  |       |                   |       |
| FILIALES ET  PARTICIPATIONS                           |       |                   |       |
|                                                  |       |                   |       |
| **CREDIT AGRICOLE SA**                                |       | 15,092,452.71          |       |
| C/OCALYON                                             |       |                   |       |
| 9 Quai du Président Paul  Doumer                 |       |                   |       |
| 92920 Paris La Défense  Cedex                    |       |                   |       |
| Tel.: 33 1 41 89                                      |       |                   |       |
| Fax: 33 1 41 89 18 92                                 |       |                   |       |
| Attention: Jean-Hervé  CARIOU                    |       |                   |       |
|                                                  |       |                   |       |
| **CREDIT FONCIER DE FRANCE**                          |       | 13,720,411.57          |       |
| Direction des  Engagements                            |       |                   |       |
| 4 quai de Bercy                                       |       |                   |       |
| 94224 Charenton Cedex                                 |       |                   |       |
| Tel.: 33 1 57 44 99 94 /  33 1 57 44 89 92            |       |                   |       |
| Fax: 33 1 57 44 79 44                                 |       |                   |       |
| Attention: Phlippe  Lestang / Maurice Boukobza        |       |                   |       |
|                                                  |       |                   |       |
| **DEXIA CREDIT LOCAL**                                |       | 15,397,350.74          |       |
| 76 rue de la Victoire                                 |       |                   |       |
| 75320 Paris Cedex 09                                  |       |                   |       |
| Tel.: 33 1 43 92 73 23                                |       |                   |       |
| Fax: 33 1 43 92 74 00                                 |       |                   |       |
| Attention: Nathalie  DERUE                            |       |                   |       |

 

54

----

 

| ** **                                            | ** ** | **COMMITMENTS**        | ** ** |
|-------------------------------------------------------|------------|------------------------|------------|
| **LENDERS**                                           | ** ** | **Tranche B Advances** | ** ** |
| **FORTIS BANQUE France**                              |       | 3,963,674.45           |       |
| 29-30 quai de Dion  Bouton                            |       |                   |       |
| 92800 Puteaux                                         |       |                   |       |
| Tel.: 33 1 55 67 88 20 /  33 1 55 67 79 20            |       |                   |       |
| Fax: 33 1 55 67 81 72                                 |       |                   |       |
| Attention: Henri de  Rochebrune / Angeline Fusil      |       |                   |       |
|                                                  |       |                   |       |
| **JPMORGAN CHASE BANK**                               |       | 2,896,531.33           |       |
| 14 Place Vendôme                                 |       |                   |       |
| 75001 Paris                                           |       |                   |       |
| Tel.: 44 207 777 1682                                 |       |                   |       |
| Fax: 44 207 777 3459                                  |       |                   |       |
| Attention: Steven HAWKINS                             |       |                   |       |
|                                                  |       |                   |       |
| **NATEXIS BANQUES POPULAIRES**                        |       | 2,744,082.31           |       |
| 45/51 rue St Dominique                                |       |                   |       |
| 75007 Paris                                           |       |                   |       |
| Tel.: 33 1 58 19 28 42 /  33 1 58 32 30 00            |       |                   |       |
| Fax: 33 1 58 19 29 96                                 |       |                   |       |
| Attention: Régine  Allombert-Blanc / Eric Piette |       |                   |       |
|                                                  |       |                   |       |
| **SOCIETE DU LOUVRE**                                 |       | 1,372,041.15           |       |
| 10 Avenue de Friedland                                |       |                   |       |
| 75008 Paris                                           |       |                   |       |
| Tel.: 33 1 45 64 50 00                                |       |                   |       |
| Fax: 33 1 42 89 13 10                                 |       |                   |       |
| Attention: Laurent  Aymard                            |       |                   |       |
|                                                  |       |                   |       |
| **SOFINCO**                                           |       | 2,286,735.26           |       |
| rue du Bois Sauvage                                   |       |                   |       |
| 91038 Evry Cedex                                      |       |                   |       |
| Tel.: 33 1 60 76 35 82 / 33 1 60 76 36 36             |       |                   |       |
| Fax: 33 1 60 76 39 02                                 |       |                   |       |
| Attention: Christian  Leprince                        |       |                   |       |
| **TOTAL**                                             | ** ** | **78,053,896.82**      | ** ** |

 

**TrancheC**

** **

| ** **                                            | ** ** | **COMMITMENST**   | ** ** |
|-------------------------------------------------------|------------|-------------------|------------|
| **LENDERS**                                           | ** ** | **Tranche  C**    | ** ** |
| **BNP PARIBAS**                                       |       | 6,326,049.21      |       |
| 37, Place du Marché St  Honoré              |       |              |       |
| 75001 Paris                                           |       |              |       |
| Tel.: 33 1 43 16 91 92 /  33 1 43 16 91 96            |       |              |       |
| Fax: 33 1 43 16 90 47                                 |       |              |       |
| Attention: Martine  Aubert / Olivier Jean             |       |              |       |
|                                                  |       |              |       |
| **CALYON**                                            |       | 4,639,102.75      |       |
| 9 quai du Président Paul  Doumer                 |       |              |       |
| 92920 Paris La Défense  Cedex                    |       |              |       |
| Tel.: 33 1 41 89 00 00                                |       |              |       |
| Fax: 33 1 41 89 18 92                                 |       |              |       |
| Attention: Jean-Hervé CARIOU / Patrick Savignac  |       |              |       |
|                                                  |       |              |       |
| **J P MORGAN CHASE BANK**                             |       | 1,054,341.53      |       |
| 14 Place Vendôme                                 |       |              |       |
| 75001 Paris                                           |       |              |       |
| Tel.: 44 207 777 1682                                 |       |              |       |
| Fax: 44 207 777 3459                                  |       |              |       |
| Attention : Steven HAWKINS                       |       |              |       |
|                                                  |       |              |       |
| **NATEXIS BANQUES POPULAIRES**                        |       | 3,163,024.61      |       |
| 45/51 rue St Dominique                                |       |              |       |
| 75007 Paris                                           |       |              |       |
| Tel.: 33 1 58 19 28 42 /  33 1 58 32 30 00            |       |              |       |
| Fax: 33 1 58 19 29 96                                 |       |              |       |
| Attention: Régine  Allombert-Blanc / Eric Piette |       |              |       |
| **TOTAL**                                             | ** ** | **15,182,518.10** | ** ** |

 

55

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Schedule IIThe Depositaries (Dépositaires)
| **Names**       | ** ** | **Addresses** |
|-----------------|------------|---------------|
| **CALYON**      |       |          | 9 quai du Président Paul  Doumer, 92920  Paris, La Défense |
| ** **      | ** ** |          |   |
| **BNP PARIBAS** | ** ** |          | 16 boulevard des Italiens,  75009 Paris |

 

56

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**Schedule III**Interest Period Determination Request *(Demandede fixation de période d’intérêt)*

** **

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

** **

**A model form of letter froma Borrower to CALYON in order to determine a new Interest Period in accordancewith the provisions of article 3.2 of the Agreement.]**

** **

**57**

----

** **

**Schedule IV****Depositaries Accession *(Acte d’adhésion desDépositaires)***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

** **

**A model form ofDepositaries’ deed of accession to the Credit Agreement dated 25 March 1991, tothe Partners’ Advance Agreement dated 25 March 1991 and to the IntercreditorAgreement to be executed by any new Depositary.]**

 

58

----

 

**Schedule V**Insurance Provisions *(Dispositions sur lesAssurances)*

** **

**Part One(I)General provisions**

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

** **

**A document stating thegeneral provisions related to insurance of Phase IB assets setting forthdefinitions, guarantees, information relating to the insurance, events ofdefault, allocation of indemnities and security interests and delegations.]**

 

59

----

 

**Schedule V**

 

**Part Two(II)Insurances related to the Operation Phase (*Assurances relatives à laPhase d’Exploitation)***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

** **

**A document stating thespecific provisions regarding insurance in connection with the Operation Phase,notably material damages, civil liability, ancillary insurance and operatinglosses.]**

 

60

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**Schedule V**

 

**Part Three (III)Mandatory Amendment *(Avenant obligatoire)***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

** **

**A document stating theprovisions of a Mandatory Amendment that must added to any insurance policy ofthe Borrowers relating to Phase IB, notably a delegation clause in the event ofmaterial damages insurance, decennial liability insurance and operating lossesinsurance, and civil liability insurance.]**

** **

**61**

----

** **

**Certificate of insurance**

***(Formule d’attestation que les courtiersd’assurance qui assurent pour le compte des Emprunteurs doivent addresser à l’Agentdu Crédit et à l’Agent des Prêteurs)***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

** **

**A model form of thecertificate that the insurance brokers insuring for the account of theBorrowers must send to the Financial Agent and to the Lenders’ Agent, with anotice of delegation attached whereby the Borrowers delegate the insurancebroker for the payment of any insurance indemnities, in favor of the Banks.]**

 

62

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**Schedule VI****Repayment Schedule for the Tranche C Advances *(Echéancierde remboursement des Avances de la Tranche C)***

 

**(amount in euros)**

 

**Repayment Schedule for the Phase IB Advances –Tranche C**

** **
| ** ** | ** ** | **Avances Tranche C** | ** ** | **Hôtel New York Associés SNC**    | ** ** | **Hôtel Newport Bay Club Associés  SNC** | ** ** | **Hôtel Sequoia Lodge Associés  SNC** | ** ** | **Cheyenne Hôtel Associés SNC** | ** ** |
|------------|------------|-----------------------|------------|----------------------------------------------|------------|----------------------------------------------------|------------|-------------------------------------------------|------------|-------------------------------------------|------------|
| **Date**   | ** ** | **Amortisation**      | ** ** | **Outstanding  amount before  amortisation** | ** ** | **Amortisation**                                   | ** ** | **Outstanding amount  before amortisation**     | ** ** | **Amortisation**                          | ** ** | **Outstanding  amount before   amortisation** | ** ** | **Amortisation** | ** ** | **Outstanding  amount before  amortisation** | ** ** | **Amortisation** | ** ** | **Outstanding  amount before  amortisation** | ** ** |
| 05/11/2009 |       | 799 079,90            |       | 15 182 518,10                                |       | 138 664,60                                         |       | 2 634 627,46                                    |       | 143 824,22                                |       | 2 732 660,12 |   | 129 620,09 |   | 2 462 781,75 |   | 99 967,51 |   | 1 899 382,60 |   |
| 05/02/2010 |       | 799 079,90            |       | 14 383 438,20                                |       | 138 664,60                                         |       | 2 495 962,86                                    |       | 143 824,22                                |       | 2 588 835,90 |   | 129 620,09 |   | 2 333 161,66 |   | 99 967,51 |   | 1 799 415,09 |   |
| 05/05/2010 |       | 799 079,90            |       | 13 584 358,30                                |       | 138 664,60                                         |       | 2 357 298,26                                    |       | 143 824,22                                |       | 2 445 011,68 |   | 129 620,09 |   | 2 203 541,57 |   | 99 967,51 |   | 1 699 447,58 |   |
| 05/08/2010 |       | 799 079,90            |       | 12 785 278,40                                |       | 138 664,60                                         |       | 2 218 633,66                                    |       | 143 824,22                                |       | 2 301 187,46 |   | 129 620,09 |   | 2 073 921,48 |   | 99 967,51 |   | 1 599 480,07 |   |
| 05/11/2010 |       | 799 079,90            |       | 11 986 198,50                                |       | 138 664,60                                         |       | 2 079 969,06                                    |       | 143 824,22                                |       | 2 157 363,24 |   | 129 620,09 |   | 1 944 301,39 |   | 99 967,51 |   | 1 499 512,56 |   |
| 05/02/2011 |       | 799 079,90            |       | 11 187 118,60                                |       | 138 664,60                                         |       | 1 941 304,46                                    |       | 143 824,22                                |       | 2 013 539,02 |   | 129 620,09 |   | 1 814 681,30 |   | 99 967,51 |   | 1 399 545,05 |   |
| 05/05/2011 |       | 799 079,90            |       | 10 388 038,70                                |       | 138 664,60                                         |       | 1 802 639,86                                    |       | 143 824,22                                |       | 1 869 714,80 |   | 129 620,09 |   | 1 685 061,21 |   | 99 967,51 |   | 1 299 577,54 |   |
| 05/08/2011 |       | 799 079,90            |       | 9 588 958,80                                 |       | 138 664,60                                         |       | 1 663 975,26                                    |       | 143 824,22                                |       | 1 725 890,58 |   | 129 620,09 |   | 1 555 441,12 |   | 99 967,51 |   | 1 199 610,03 |   |
| 05/11/2011 |       | 799 079,90            |       | 8 789 878,90                                 |       | 138 664,60                                         |       | 1 525 310,66                                    |       | 143 824,22                                |       | 1 582 066,36 |   | 129 620,09 |   | 1 425 821,03 |   | 99 967,51 |   | 1 099 642,52 |   |
| 05/02/2012 |       | 799 079,90            |       | 7 990 799,00                                 |       | 138 664,60                                         |       | 1 386 646,06                                    |       | 143 824,22                                |       | 1 438 242,14 |   | 129 620,09 |   | 1 296 200,94 |   | 99 967,51 |   | 999 675,01 |   |
| 05/05/2012 |       | 799 079,90            |       | 7 191 719,10                                 |       | 138 664,60                                         |       | 1 247 981,46                                    |       | 143 824,22                                |       | 1 294 417,92 |   | 129 620,09 |   | 1 166 580,85 |   | 99 967,51 |   | 899 707,50 |   |
| 05/08/2012 |       | 799 079,90            |       | 6 392 639,20                                 |       | 138 664,60                                         |       | 1 109 316,86                                    |       | 143 824,22                                |       | 1 150 593,70 |   | 129 620,09 |   | 1 036 960,76 |   | 99 967,51 |   | 799 739,99 |   |
| 05/11/2012 |       | 5 593 559,30          |       | 5 593 559,30                                 |       | 970 652,26                                         |       | 970 652,26                                      |       | 1 006 769,48                              |       | 1 006 769,48 |   | 907 340,67 |   | 907 340,67 |   | 699 772,48 |   | 699 772,48 |   |
| **TOTAL**  | ** ** | **15 182 518,10**     | ** ** | ** **                                   | ** ** | **2 634 627,46**                                   | ** ** | ** **                                      | ** ** | **2 732 660,12**                          | ** ** | ** ** | ** ** | **2 462 781,75** | ** ** | ** ** | ** ** | **1 899 382,60** | ** ** | ** ** | ** ** |

 
| ** ** | ** ** | **Hôtel Santa Fe Associés SNC** | ** ** | **Centre de Divertissement  Associés   SNC** | ** ** |
|------------|------------|-------------------------------------------|------------|---------------------------------------------------|------------|
| **Date**   | ** ** | **Amortisation**                          | ** ** | **Outstanding amount  before amortisation**       | ** ** | **Amortisation** | ** ** | **Outstanding  amount before  amortisation** | ** ** |
| 05/11/2009 |       | 99 967,51                                 |       | 1 899 382,60                                      |       | 187 035,98 |   | 3 553 683,57 |   |
| 05/02/2010 |       | 99 967,51                                 |       | 1 799 415,09                                      |       | 187 035,98 |   | 3 366 647,59 |   |
| 05/05/2010 |       | 99 967,51                                 |       | 1 699 447,58                                      |       | 187 035,98 |   | 3 179 611,61 |   |
| 05/08/2010 |       | 99 967,51                                 |       | 1 599 480,07                                      |       | 187 035,98 |   | 2 992 575,63 |   |
| 05/11/2010 |       | 99 967,51                                 |       | 1 499 512,56                                      |       | 187 035,98 |   | 2 805 539,65 |   |
| 05/02/2011 |       | 99 967,51                                 |       | 1 399 545,05                                      |       | 187 035,98 |   | 2 618 503,67 |   |
| 05/05/2011 |       | 99 967,51                                 |       | 1 299 577,54                                      |       | 187 035,98 |   | 2 431 467,69 |   |
| 05/08/2011 |       | 99 967,51                                 |       | 1 199 610,03                                      |       | 187 035,98 |   | 2 244 431,71 |   |
| 05/11/2011 |       | 99 967,51                                 |       | 1 099 642,52                                      |       | 187 035,98 |   | 2 057 395,73 |   |
| 05/02/2012 |       | 99 967,51                                 |       | 999 675,01                                        |       | 187 035,98 |   | 1 870 359,75 |   |
| 05/05/2012 |       | 99 967,51                                 |       | 899 707,50                                        |       | 187 035,98 |   | 1 683 323,77 |   |
| 05/08/2012 |       | 99 967,51                                 |       | 799 739,99                                        |       | 187 035,98 |   | 1 496 287,79 |   |
| 05/11/2012 |       | 699 772,48                                |       | 699 772,48                                        |       | 1 309 251,81 |   | 1 309 251,81 |   |
| **TOTAL**  | ** ** | **1 899 382,60**                          | ** ** | ** **                                        | ** ** | **3 553 683,57** | ** ** | ** ** | ** ** |

 

 

63

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**Schedule VII****Certificate of the Independent Expert *(Attestationde l’Expert)***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

** **

**A model form of EDL HotelsS.C.A. regarding the calculation of the Ratios, to be delivered with the Expert’sreport to CALYON as the Financial Agent and the Lender’s Agent certificatepursuant to the Phase IB Credit Agreement and to the Phase IB Partners’ AdvanceAgreement.**

** **

**64**

----

** **

**ScheduleVIII (A)****Pledge instrument for the SCA Loan Account *(Actede nantissement du Compte Prêt SCA)***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

** **

**A model form of agreementbetween EDL Hotels S.C.A. and CALYON to be used by EDL Hotels SCA to pledge itsSCA Loan Account in favour of CALYON for the benefit of the Banks and Lenders.**

** **

**65**

----

** **

**ScheduleVIII (B)****Pledge instrument for the SNC Loan Account *(Actede nantissement du Compte Prêt SNC)***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

** **

**A model form of agreementbetween Hotel New York Associés S.N.C., Newport Bay Club Associés S.N.C., SequoiaLodge Associés S.N.C., Cheyenne Hotel Associés S.N.C., Hotel Santa Fe AssociésS.N.C., Centre de divertissements Associés S.N.C. (the SNC Borrowers) andCALYON to be used by the SNC Borrowers to pledge their SNC Loan Account infavour of CALYON for the benefit of the Banks and Lenders.**

** **

**66**

----

** **

**Schedule VIII (C)****Cash pledge instrument for SCA Designated Account**

***(Acte de nantissement des ComptesDésignés SCA Espèces)***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

** **

**A model form of agreementbetween EDL Hotels S.C.A. and CALYON to be used by EDL Hotels SCA to pledge itsSCA Designated Cash Accounts in favour of CALYON for the benefit of the Banksand Lenders.]**

** **

**67**

----

** **

**Schedule VIII (D)****Cash pledge instrument for SNC Designated Account**

***(Acte de nantissement des ComptesDésignés SNC Espèces)***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

** **

**A model form of agreementbetween Hotel New York Associés S.N.C., Newport Bay Club Associés S.N.C.,Sequoia Lodge Associés S.N.C., Cheyenne Hotel Associés S.N.C., Hotel Santa FeAssociés S.N.C., Centre de divertissements Associés S.N.C. (the SNC Borrowers).and CALYON to be used by the SNC Borrowers to pledge their SNC Designated CashAccounts in favour of CALYON for the benefit of the Banks and Lenders]**

** **

**68**

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** **

**Schedule VIII (E)****Master pledge instrument for securities SCA Designated Account**

**(*Convention cadre denantissement Comptes Désignés SCA Titres (instruments financiers))***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

** **

**A model form of masteragreement between EDL Hotels S.C.A. and CALYON to be used by EDL Hotels SCA topledge its securities SCA Designated Account in favour of CALYON for thebenefit of the Banks and the Lenders.  Apledge declaration of the Securities Accounts and two pledge certificates ofthe Securities Accounts are also attached as schedules to this agreement.]**

** **

**69**

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** **

**ScheduleVIII (F)****Master pledge instrument for securities SNC Designated Account (financial instruments)(*Convention cadre de nantissement Comptes DésignésSNC Titres (instruments financiers))***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

** **

**A model form of masteragreement between Hotel New York Associés S.N.C., Newport Bay Club AssociésS.N.C., Sequoia Lodge Associés S.N.C., Cheyenne Hotel Associés S.N.C., HotelSanta Fe Associés S.N.C., Centre de divertissements Associés S.N.C. (the SNCBorrowers). and CALYON to be used by the SNC Borrowers to pledge theirsecurities SNC Designated Account in favour of CALYON for the benefit of theBanks and the Lenders. A pledge declaration of the Securities Accounts and twopledge certificates of the Securities Accounts are also attached as schedulesto this agreement.]**

** **

**70**

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** **

**Schedule VIII (G)****Instrument for the pledge of receivables generated by the Development Agreement(*Nantissement des créances resultant du Contrat dePromotion)***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

** **

**A model form of agreementbetween Hotel New York Associés S.N.C., Newport Bay Club Associés S.N.C.,Sequoia Lodge Associés S.N.C., Cheyenne Hotel Associés S.N.C., Hotel Santa FeAssociés S.N.C., Centre de divertissements Associés S.N.C. (the Borrowers SNC).and CALYON to be used by the Borrowers S.N.C. to pledge their receivablesgenerated by the Development Agreement in favour of CALYON for the benefit ofthe Banks and Lenders.**

** **

**71**

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** **

**Schedule VIII (H)****Master pledge instrument for SCA Designated Accounts (other securities)**

**(*Convention cadre denantissement Comptes désignés SCA (autres valeurs mobilières et titres))***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

** **

**A model form of masteragreement between EDL Hotels S.C.A. and CALYON to be used by EDL Hotels SCA topledge its SCA Designated Accountsin favour of CALYON for the benefitof the Banks and the Lenders.  A pledgeagreement and a pledge certificate are also attached as Schedules to thisdocument.]**

** **

**72**

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** **

**Schedule VIII (I)****Master pledge instrument for SNC Designated Accounts (other securities)**

**(*Convention cadre denantissement Comptes désignés SNC (autres valeurs mobilières et titres))***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

** **

**A model form of masteragreement between Hotel New York Associés S.N.C., Newport Bay Club AssociésS.N.C., Sequoia Lodge Associés S.N.C., Cheyenne Hotel Associés S.N.C., HotelSanta Fe Associés S.N.C., Centre de Divertissements Associés S.N.C. (together,the SNC Borrowers). and CALYON to be used by the SNC Borrowers to pledge theirSNC Designated Accountsin favour of CALYON for the account of the Banksand the Lenders.  A pledge agreement anda pledge certificate are also attached as Schedules to this Agreement.]**

** **

**73**

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** **

**Schedule IX****Transfer agreement *(Acte de transfert)***

 

**[This Schedule only existsin French and absent a translation into English is summarized as follows:**

** **

**A model form of a transferagreement between the Lender and the Assignee relating to the Lender’sparticipation in the Advances as stated in Schedule I of the AdvancesAgreement.]**

** **

**74**

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** **

**ScheduleX****Maps of Parcels A, B, C, D, E, F and G *(Plandes Parcelles A, B, C, D, E, F et G)***

 

75

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