**Exhibit 4.21**

 

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**AMENDEDAND RESTATED AGREEMENT ON**

 

 

**THEGRANTING OF ORDINARY LOANS**

 

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**DATED 1 DECEMBER 2004**

 

 

**BETWEEN**

 

 

**EURODISNEY S.C.A.**

 

 

**AND**

 

 

**EURO DISNEYLAND S.N.C.**

 

as Borrowers

 

 

**AND**

 

 

**LA CAISSE DES DÉPÔTS ET CONSIGNATIONS.**

 

as Lender

 

 

 

 

**LAW FIRM AT THE COURT OF PARIS**

**26, cours Albert 1er 75008 Paris Tel.****+33(0)1 40 75 60 00 Fax +33 (0)1 43 59 37 79**

**E-mailinfo@www.gide****.****com**

 

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**BETWEEN THE UNDERSIGNED**

 

**1.****                           ****EURO DISNEY S.C.A.**, a *société encommandite par actions* [French partnership] with a share capital of€ 10,826,802.92, whose registered office is at Immeubles Administratifs, RouteNationale 34, 77700 Chessy, entered in the Meaux Trade Register under number334 173 887, represented by Mr. Jeffrey R. Speed, duly authorised for thepurpose hereof,

 

hereinafterthe “**Euro Disney S.C.A.**”, and untilcompletion of the Transfer, the “**Operating Company**”

 

**2.****                           ****EURO DISNEYLAND S.N.C.**, a *société ennom collectif* [general partnership] with a share capital of € 152,000,whose registered office is at Immeubles Administratifs, Route Nationale 34,77700 Chessy, entered in the Meaux Trade Register under number 350 141 818,represented by Mr. Dominique Le Bourhis, duly authorised for the purposehereof,

 

hereinafterthe “**Finance Company**”

 

**3.****                           ****LA CAISSE DES DÉPÔTS ETCONSIGNATIONS**, an *établissement public à statut spécial*  constituted pursuant to the law of 28 April1816, codified under article L. 518-7 *et seq.* of themonetary and financial Code, whose main office is situated at 56, rue de Lille,75007 Paris, represented by Mr. Jean-François de Caffarelli, duly authorisedfor the purpose hereof,

 

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

 

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**TABLE OFCONTENTS**

 
| **ARTICLE 1.**  | **DEFINITIONS**                                        | ** ** |
|-----------------|--------------------------------------------------------|------------|
| **ARTICLE 2.**  | **TOTAL MAXIMUM PRINCIPAL AMOUNT**                     | ** ** |
| **ARTICLE 3.**  | **PAYMENT  OF INTEREST – REPAYMENT OF PRINCIPAL** | ** ** |
| **ARTICLE 4.**  | **PREPAYMENT**                                         | ** ** |
| **ARTICLE 5.**  | **BORROWERS – SEPARATE OBLIGATIONS**              | ** ** |
| **ARTICLE 6.**  | **WAIVER OF RECOURSE**                                 | ** ** |
| **ARTICLE 7.**  | **REPRESENTATIONS AND WARRANTIES**                     | ** ** |
| **ARTICLE 8.**  | **COVENANTS**                                          | ** ** |
| **ARTICLE 9.**  | **SECURITIES  GRANTED UNDER THE ORDINARY LOANS**       | ** ** |
| **ARTICLE 10.** | **EVENTS OF DEFAULT**                                  | ** ** |
| **ARTICLE 11.** | **CONFIDENTIALITY**                                    | ** ** |
| **ARTICLE 12.** | **MISCELLANEOUS**                                      | ** ** |

 

 

**LIST OF ANNEXES**

 
| **ANNEX I** | Repayment and Interest Payment Schedules  for Ordinary Loans |
|-------------|--------------------------------------------------------------|
|        |
|        |                                                         | • | Applicable schedule to Ordinary Loan to the  Operating Company |
|        |                                                         |   |   |
|        |                                                         | • | Applicable schedule to Ordinary Loan to  Finance Company |
|        |                                                         |   |   |
|        |                                                         | • | Applicable schedule to the POSNC1 Tranche |
|        |                                                         |   |   |
|        |                                                         | • | Applicable schedule to the POSNC2 Tranche |
|        |                                                         |   |   |
|        |                                                         | • | Applicable schedule to Ordinary Loan B to  the Finance Company |
|             |                                                              |  |  |  |

 

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**WHEREAS:**

 

**(A)**                     In accordance with the provisions ofthe agreement entitled “Agreement for the Creation and Operation of Euro Disneylandin France” entered into with the French Government on 24 March 1987 (the “**Master Agreement**”), the Borrowers were set up in order toimplement and operate the “Euro Disneyland” project involving the constructionof a theme park situated in Marne-la-Vallée (the “**DisneylandPark**”) and its peripheral development (the “**Project**”).

 

CDC agreed to grant to theBorrowers loans for the part financing of Phase IA of the Project. These loansinclude two ordinary loans for which the total principal amount as at 30September 2004 was one hundred and twenty-seven million four hundred andfifty-six thousand five hundred and fifty-one euros and six cents(€127,456,551.06) (the “**Ordinary Loans**”),which are broken down as follows:

 

•                  an Ordinary Loan for which the totalprincipal amount as at 30 September 2004, was forty million six hundred andfour thousand six hundred and ninety eight euros and sixty three cents(€40,604,698.63), granted by CDC to the Operating Company under the terms of anOrdinary Loan Agreement dated 7 May 1992 as modified and amended (the “**Ordinary Loan to the Operating Company**”); and

 

•                  an Ordinary Loan for which the totalprincipal amount as at 30 September 2004 was eighty-six million eight hundredand fifty-one thousand eight hundred and fifty-two euros and forty-three cents(€86,851,852.43), granted by CDC to the Operating Company under the terms ofthree Ordinary Loan Agreements dated 25 November 1989, 30 May 1990 and 19November 1990, as modified and amended (the “**OrdinaryLoan to the Finance Company**”).

 

The above amounts do not takeinto account the conversion of a proportion of the Participating Loans grantedto the Finance Company (without changing the debtor) into Ordinary Loans in thetotal amount of €125,000,000 (one hundred and twenty-five million euros), asdescribed in paragraph (C) of this introduction.

 

**(B)**                     The terms and conditions applicableto the Ordinary Loans were laid down in an agreement on the granting ofordinary loans dated 17 May 1989 (the “**Agreement on the Grantingof Ordinary Loans**”) as amended by a supplemental agreement no. 1dated 10 August 1994 and a supplemental agreement no. 2 dated 30 September 1999(these amendments being referred hereinafter as the “**Amendments**”).At the same time the aforementioned supplemental agreement no. 1 was signed, acommon agreement was entered into between the banks party to the Phase IA LoanAgreement, CDC, the partners of Euro Disneyland S.N.C. party to the Phase IAPartners Advances Agreement, the banks party to the Phase IB Loan Agreement,the partners of the Hotel SNCs and the lenders party to the Phase IB AdvancesAgreement on the one hand (the “**Creditors**”),CDC, BNP Paribas and Calyon as agents on the other hand and Euro Disney S.C.A.,Euro Disneyland S.N.C. and other companies of the Euro Disney Group (the “**Common Agreement**”).

 

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The various provisions of theCommon Agreement include a certain number of Common Undertakings signed by EuroDisney S.C.A., Euro Disneyland S.N.C. and other companies of the Euro DisneyGroup vis-à-vis the Creditors. The Common Agreement dated 10 August 1994 hasbeen amended and restated pursuant to the terms of an agreement dated today, towhich Euro Disney Associés is also a party (the “**Amended andRestated Common Agreement**”).

 

**(C)**                     As a result of financialdifficulties experienced by the Euro Disney Group, Euro Disney S.C.A, EuroDisneyland S.N.C., EDL Hôtels S.C.A, the Hotel SNCs, The Walt Disney Company,CDC along with the banks party to the Phase IA Loan Agreement, the banks partyto the Phase IB Loan Agreement and the Phase IA Partners and the Phase IBLenders, as represented by their respective agents BNP Paribas and Calyon, cametogether with a view to drawing up, on 8 June 2004, a memorandum of agreement forthe purpose of agreeing on the necessary measures for restoring its financialbalance the terms of which had been approved by the steering committee thenamended pursuant to a letter dated 20 September 2004 addressed by Euro DisneyS.C.A. to the Creditors, said memorandum as amended by the aforementionedletter having been agreed upon by all parties pursuant to a letter dated 30September 2004 (the “**Memorandum of Agreement**”).

 

The main purpose of theMemorandum of Agreement, in relation to the Ordinary Loans, is:

 

(i)                                     to reschedule the repayments for theOrdinary Loans for which a new schedule based on a semi-annual or annualrepayment, as the case may be, is given in Annex I attached hereto and toprovide for a partial anticipated repayment of the principal due by theOperating Company under the Ordinary Loan to the Operating Company;

 

(ii)                                  to make provision for contractualprovisions in connection with the servicing of the Ordinary Loans until theRealisation of Capital Increase Date;

 

(iii)                                  to convert the Participating Loangranted to the Finance Company (without changing the debtor) into an OrdinaryLoan in a total amount of €125,000,000 (one hundred and twenty-five millioneuros), for which a new schedule is given in Annex I attached hereto;

 

(iv)                              to make provision for the transfer,by Euro Disney S.C.A. to Euro Disney Associés, of the Ordinary Loan to theOperating Company on the date of completion of the contribution agreed betweenEuro Disney S.C.A. and Euro Disney Associés (subject to the rules governingdemergers and without entailing a squeeze out) for all or almost all of theassets and liabilities of Euro Disney S.C.A. to Euro Disney Associés under thecontribution agreement entered into between Euro Disney S.C.A. and Euro DisneyAssociés on 30 September 2004, as amended on 8 November 2004 (the “**Transfer**”);

 

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(v)                                 to make provision for CDC’s partialwaiver of recourse against the Phase IA Partners of the Finance Company, underthis agreement and the Ordinary Loans to the Finance Company;

 

(vi)                              to make provision for an increase inthe interest rates applicable to the Ordinary Loans.

 

**(D)****                     **As a consequence of the execution ofthe Memorandum Agreement and for the purpose of implementing it, the Agreementon the Granting of Ordinary Loans will have to be amended; in addition, theparties hereto wish to dispose of a version of the Agreement on the Granting ofOrdinary Loans inclusive of the Amendments and that deletes from its text anyhistoric provision that has become obsolete, that updates certain obsolete references,that clarifies the drafting of certain provisions, that reflects theconsequences of the Transfer and that harmonizes certain terms of the Agreementon the Granting of Ordinary Loans with the rest of the documentation relatingto the Project.

 

**(E)****                       **The purpose of this agreement is tomaterially integrate the Agreement on the Granting of Ordinary Loans and theamendments set forth in paragraph (D) above and to restate the Agreement on theGranting of Ordinary Loans in all its provisions that have not been amended bythis agreement.

 

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**NOW THEREFORE THE PARTIES AGREE AS FOLLOWS**

 

 

# **ARTICLE 1.**                                              DEFINITIONS

 

The words and expressions defined in this agreement will have themeaning given to it in this agreement.

 

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

 

“**Agreement on the Granting of Participating Loans**”means the agreement dated 17 May 1989, as amended by a supplemental agreementno. 1 on 10 August 1994 and by a supplemental agreement no. 2 on 30 September1999 and as amended and restated pursuant to an agreement dated as of the datehereof, between the Borrowers and CDC, pursuant to which agreement CDC ismaking available to the Borrowers the participating loans (the “**Participating Loans**”).

 

“**Amended and Restated Agreement on the Granting ofOrdinary Loans**” means this agreement.

 

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

 

“**Annex**” means any annex to thisagreement.

 

“**Article**” means any article of thisagreement.

 

“**Borrowers**” means the Operating Companyand the Finance Company and “**Borrower**” meansany one of them.

 

“**Cash Pledge**” has the meaning given toit in Article 3.2.4.

 

“**CDC Agreements**” means the Amended andRestated Agreement on the Granting of Ordinary Loans and the Agreement on theGranting of Participating Loans.

 

“**CDC Loans Agreements Second Park**” meansthe loan agreements – tranches A, B, C and D – entered into on 30 September1999 between the Operating Company and CDC, as amended and restated as of 1December 2004, and the loan agreement with respect to Tranche E to be enteredinto on the Realisation of Capital Increase Date at the latest.

 

“**CDC Sharing Agreement**” means theagreement between CDC and the Phase IA Banks, as amended by supplementalagreement dated 10 August 1994, under the terms of which CDC and the Phase IABanks agreed to share certain securities.

 

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

 

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

 

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“**EURIBOR**” means, in relation to anyInterest Period under the Ordinary Loans, the euro interbank rate expressed inthe form of an annual rate, as displayed on the TELERATE screen page 248 by theEuropean Banking Federation, at around 11h00 (Brussels time) two (2) TargetDays before the first day of said Interest Period (or, if this date of calculationis not a Working Day, the first Working Day which is at least two (2) TargetDays before the first day of said Interest Period) on which interbank depositsin euro are offered between leading banks within the euro zone for a period oftime equal to said Interest Period.

 

If this rate is not displayed on the TELERATE screen or at the EURIBORpage of Reuters, it will be replaced by a rate calculated by CDC, which equalsthe arithmetic average (rounded up, where necessary, to the next sixteenth of apercent) of the annual rates quoted at the request of CDC by the ReferenceBanks at around 15h00 (Brussels time) two (2) Target Days before the first dayof the Interest Period in question (or if this date of calculation is not aWorking Day, the first Working Day which is at least two (2) Target Days beforethe first day of this Interest Period) on which deposits in euro are offered bythe Reference Banks to leading banks in the euro zone interbank market for aperiod of time equal to the Interest Period in question and starting on thefirst day of this Interest Period and for an amount comparable to the amount tobe financed, it being specified that if a Reference Bank does not quote ratesat the request of CDC, this rate will be determined by CDC under the conditionslaid down in this paragraph on the basis of the rates quoted by at least twoother Reference Banks. If no Reference Bank quotes rates at the request of CDC,or if just one Reference Bank does so, the interest rate to be applied for theInterest Period in question will be CDC’s cost of refinancing on the interbankmarket for the sums for which the EURIBOR is applied on the date at which suchinterest rate is determined.

 

“**Euro Disney Associés**” means Euro DisneyAssociés, *société en commandite par actions*[partnership limited] with a share capital of €109,997,848.20, whose registeredoffice is at Immeubles Administratifs, Route Nationale 34, 77700 Chessy,entered in the Meaux Trade Register under number 397 471 822, a companyrequired to apply this Agreement on the Granting of Ordinary Loans, as itconcerns the Operating Company, at the time of the Transfer. It is specifiedthat until 30 September 2004, Euro Disney Associés existed under the form of a *société en nom collectif* [general partnership].

 

“**Euro Disney Group**” means Euro DisneyS.C.A. and its present and future affiliates.

 

“**Events of Default**” has the meaninggiven to it in Article 10 (*Events of Default*).

 

“**Financial Year**” has the meaning givento it in the Common Undertakings.

 

“**Financing Agreements**” means thefollowing agreements: Phase IA Loan Agreement, CDC Agreements, Phase IAPartners Advances Agreements, Phase IB Loan Agreement, Phase IB AdvancesAgreement.

 

“**Hotel SNCs**” means the following *sociétés en nom collectif* [general partnerships]: Hôtel NewYork Associés S.N.C., Newport Bay Club Associés S.N.C., Sequoia Lodge AssociésS.N.C., Cheyenne Hôtel Associés S.N.C., Hôtel Santa Fe Associés S.N.C. andCentre de Divertissements Associés S.N.C.

 

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 “**Instalments**”has the meaning given to in Article 3.2 (*Payment of interest andrepayment of principal*).

 

“**Interest Period**” means, for thepurposes of calculating the interest specified in Article 3.3. (*Default interest*), an interest period of three (3) months.

 

“**Common Undertakings**” means thecovenants listed in Annex V of the Amended and Restated Common Agreement asamended by supplemental agreement, in connection with any authorisation orwaiver granted in accordance with the Amended and Restated Common Agreement.

 

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

 

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

 

“**Memorandum of Agreement**” has themeaning given to it in the introduction to this agreement.

 

“**New Revolving Credit Facility**” has themeaning given to it in the Amended and Restated Common Agreement.

 

“**Operating Company**” means Euro DisneyS.C.A. until completion of the Transfer subsequent to which the “**Operating Company**” shall mean Euro Disney Associés.

 

“**Ordinary Loan Agreements**” means theordinary loan agreements entered into in accordance with the Agreement on theGranting of Ordinary Loans pursuant to the model set forth in Annex VI of theAgreement on the Granting of Ordinary Loans to which the Amendments have beenmade, namely:

 

(i)                           the ordinary loan agreement enteredinto on 7 May 1992 between the Operating Company and CDC bearing number 21800115 01, as amended by supplemental agreement no. 1 dated 10 August 1994 andby supplemental agreement no. 2 dated 30 September 1999 (which attributed thenumber 21 800 115 02 to the ordinary loan agreement granted to the OperatingCompany) (the “**Ordinary Loan to the Operating CompanyAgreement**”);

 

(ii)                        the ordinary loan agreement enteredinto on 25 November 1989 between the Finance Company and CDC bearing number 21800116 01, as amended by supplemental agreement no. 1 dated 10 August 1994 andby supplemental agreement no. 2 dated 30 September 1999;

 

(iii)                     the ordinary loan agreement enteredinto on 30 May 1990 between the Finance Company and CDC bearing number 21800117 01, as amended by supplemental agreement no. 1 dated 10 August 1994 andby supplemental agreement no. 2 dated 30 September 1999; and

 

(iv)                    the ordinary loan agreement enteredinto on 19 November 1990 between the Finance Company and CDC bearing number 21800118 01, as amended by supplemental agreement no. 1 dated 10 August 1994 andby supplemental agreement no. 2 dated 30 September 1999;

 

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it being specified that the three ordinary loans mentioned inparagraphs (ii), (iii) and (iv) above were amalgamated, under the terms ofsupplemental agreement no. 2 dated 30 September 1999 to which reference is madein these paragraphs, into a single agreement henceforth bearing the number 21800 641 01 (the “**Ordinary Loan A to the Finance CompanyAgreement**”);

 

and “**Ordinary Loan Agreement**” meanseither of these.

 

“**Ordinary Loans**” means the Ordinary Loanto the Finance Company and the Ordinary Loan to the Operating Company ; and “**Ordinary Loan**” means any one of them.

 

“**Ordinary Loan to the Finance Company**”means the Ordinary Loan A to the Finance Company and the Ordinary Loan B to theFinance Company.

 

“**Ordinary Loan to the Operating Company**”means the ordinary loan granted by the CDC to the Operating Company pursuant tothe Agreement on the Granting of Ordinary Loans and the Ordinary Loan Agreementto the Operating Company, to be governed, pursuant to the stipulations ofArticle 12.9 (*Suspensive effect – Entry into force*),by the Amended and Restated Agreement on the Granting of Ordinary Loans, whichprincipal amount was as of 30 September 2004, forty million six hundred andfour thousand six hundred ninety eight euros and sixty-three cents (€40,604,698.63).

 

 “**OrdinaryLoan A to the Finance Company**” means the ordinary loan granted bythe CDC to the Operating Company pursuant to the Agreement on the Granting ofOrdinary Loans and the Ordinary Loan A to the Finance Company Agreement, to begoverned, pursuant to the stipulations of Article 12.9 (*Suspensiveeffect – Entry into force*), by the Amended and Restated Agreement onthe Granting of Ordinary Loans, which principal amount was as of 30 September2004, eighty six million eight hundred fifty-one thousand eight hundred fiftytwo euros and forty-three cents (€ 86,851,852.43).

 

“**Ordinary Loan B to the Finance Company**”means the ordinary loan granted by the CDC to the Finance Company, resultingfrom the conversion of the Participating Loan granted to the Finance Company,for a principal amount of one hundred twenty five million euros (€125,000,000), to be governed, pursuant to the stipulations of Article 12.9 (*Suspensive effect – Entry into force*), by the Amended andRestated Agreement on the Granting of Ordinary Loans.

 

“**Participating Loans**” means, collectively,the participating loans granted by CDC to the Borrowers under the Amended andRestated Agreement on the Granting of Participating Loans.

 

“**Payment Date**” means, for each OrdinaryLoan, each date for the payment of an instalment plus related interest as setforth in the schedules attached hereto under Annex I ; it being howeverunderstood that if a Payment Date falls on a non-Working Day, the Payment Datewill be deferred until the next Working Day.

 

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“**Phase IA**” has the meaning given to itin the Amended and Restated Common Agreement.

 

“**Phase IA Banks**” means the banks andfinancial institutions party to the Phase IA Loan Agreement.

 

“**Phase IA Loan Agreement**” means themulti-currency credit facility agreement dated 5 September 1989 which operatesby drawings or the issuance of letters of credit between the Operating Company,the Finance Company and the Phase IA Banks, as amended and restated as of 1December 2004.

 

“**Phase IA Partners**” means the shareholdersof the Finance Company party to the Phase IA Partners Advances Agreement.

 

“**Phase IA Partners Advances Agreement**”means the partners advances agreement dated 26 April 1989 between the FinanceCompany and its partners, as amended and restated as of 1 December 2004.

 

“**Phase IB Advances Agreement**” means theagreement dated 26 April 1991 between EDL Hôtels S.C.A., the Hotel SNCs, theirpartners as well as banks and financial institutions, as amended and restatedas of 1 December 2004.

 

“**Phase IB Banks**” means the banks andfinancial institutions party to the Phase IB Loan Agreement.

 

“**Phase IB Loan Agreement**” means thecredit facility agreement dated 25 March 1991 between EDL Hôtels S.C.A., theHotel SNCs and banks and financial institutions, as amended and restated as of1 December 2004.

 

“**Phase IB Lenders**” means the lendersparty to the Phase IB Advances Agreement.

 

“**POSNC1 Tranche**” means the tranche ofthe Ordinary Loan A to the Finance Company for which the principal amount as at30 September 2004 was forty-three million four hundred and twenty-five thousandnine hundred and twenty-six euros and twenty one cents (€43,425,926.21), i.e.half of the Ordinary Loan A to the Finance Company by virtue of which CDC willcontinue to enjoy recourse against the Phase IA Partners of the FinanceCompany.

 

“**POSNC2 Tranche**” means the tranche ofthe Ordinary Loan to the Finance Company for which the principal amount as at30 September 2004 was forty-three million four hundred and twenty-five thousandnine hundred and twenty-six euros and twenty two cents (€43,425,926.22),constituting half of the Ordinary Loan A to the Finance Company by virtue ofwhich CDC will no longer enjoy recourse against the Phase IA Partners of theFinance Company, in accordance with Article 6 (*Waiver ofrecourse*).

 

“**Priority Agreement**” has the meaninggiven to it in Article 9.1.

 

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

 

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“**Realisation of Capital Increase**” means theincrease in the share capital of Euro Disney S.C.A. the gross proceeds of whichmust equal at least to two hundred and fifty million euros (€250,000,000), i.e.the issue, subscription and payment in full of the issue price of thecorresponding new shares.

 

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

 

“**Reference Bank**” means the main branchesin Paris of Deutsche Bank AG, BNP****Paribas,Calyon and Société Générale.

 

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

 

“**Revolving Credit Facility**” has themeaning given to it in the Amended and Restated Common Agreement.

 

“**Security Deposit**” means (i) sums paidin as deposit by the Operating Company to the Phase IA Banks agent, namely BNPParibas, and charged as cash pledge (*gage espèce*) tothe benefit of Phase IA Banks and the CDC to secure all sums owed and due underthe Phase IA Loan Agreement and of the Agreement on the Granting of OrdinaryLoans and (ii) sums paid in as deposit by EDL Hotels SCA to the Phase IB LoanAgreement agent, namely Calyon, and charged as cash pledge (*gage espèce*) to the benefit of the banks, financialinstitutions and lenders parties to the Phase IB Loan Agreement and to thePhase IB Advances Agreement to secure all sums owed to them under the Phase IBLoan Agreement and Phase IB Advances Agreement.

 

“**Target Day**” means a day when the TARGETsystem (Trans-European Automated Real-Time Gross Settlement Express TransferSystem) is open.

 

“**Transfer**” has the meaning given to itin the introduction to this agreement.

 

“**Working Day**” means any whole day (otherthan a Saturday or a Sunday) when banks are open for ordinary business inParis.

 

The terms defined in the Master Agreement which are used, but notdefined, in this agreement have the meaning given to them in the MasterAgreement.

 

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# **ARTICLE 2.**                                              TOTAL MAXIMUM PRINCIPALAMOUNT

 

## **2.1**                                        Ordinary Loan to the OperatingCompany

 

The principal amount of the Ordinary Loan to the Operating Company was,as at 30 September 2004, forty million six hundred and four thousand sixhundred and ninety-eight euros and sixty-three cents (€40,604,698.63).

 

After repayment of an amount of two hundred and three thousand twentythree euros and forty nine cents (€203,023.49) owed by the Operating Companyunder the Ordinary Loan to the Operating Company on 2 November 2004 andmentioned in Article 3.4 hereunder, the principal amount of the Ordinary Loanto the Operating Company was forty million four hundred and one thousand sixhundred and seventy-five euros and fourteen cents (€40,401,675.14).

 

After prepayment mentioned in Article 4.1.2. to be made on the****Realisation of Capital Increase Date, the amount of theOrdinary Loan to the Operating Company shall be thirty million six hundred andfour thousand six hundred and ninety eight euros and sixty three cents(€30,604,698.63).

 

## **2.2**                                        Ordinary Loan to the Finance Company

 

It is reminded that the principal amount of the Ordinary Loan to theFinance Company was as at 30 September 2004 eighty-six million eight hundredand fifty-one thousand eight hundred and fifty-two euros and forty three cents(€86,851,852.43), and constituted exclusively by the Ordinary Loan A to theFinance Company.

 

The principal amount of the Ordinary Loan to the Finance Company shallbe at the Realisation of Capital Increase Date (after partial conversion of the Participating Loan to the FinanceCompany into an Ordinary Loan for an amount equal to one hundred andtwenty-five million euros (€125,000,000), with retroactive effect as of 1October 2004) two hundred and eleven million eight hundred and fifty-onethousand eight hundred and fifty-two euros and forty-three cents(€211,851,852.43), and shall be constituted by :

 

(i)                           the Ordinary Loan A to the FinanceCompany which the principal amount as at 30 September 2004, was eighty-sixmillion eight hundred and fifty-one thousand eight hundred and fifty-two eurosand forty-three cents (€86,851,852.43) ; and

 

(ii)                        the Ordinary Loan B to the FinanceCompany which the principal amount as at the Realisation of Capital IncreaseDate with retroactive effect as of 1 October 2004 , one hundred and twenty-fivemillion euros (€125,000,000).

 

It is further specified that the Ordinary Loan A to the Finance Companywill be broken down on the Realisation of Capital Increase Date withretroactive effect as of 1 October 2004 into two tranches, namely:

 

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(i)                          a POSNC1 Tranche which, on thisdate, will have a principal amount forty-three million four hundred andtwenty-five thousand nine hundred and twenty-six euros and twenty one cents(€43,425,926.21); and

 

(ii)                       a POSNC2 Tranche which, on thisdate, will have a principal amount of forty-three million four hundred andtwenty-five thousand nine hundred and twenty-six euros and twenty two cents(€43,425,926.22).

 

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

 

## **3.1**                                        Interest

 

Each Ordinary Loan will bear interest on the principal amount remainingoutstanding, until the date on which it has been repaid in full, at an interestrate calculated as described in the tables given in Annex I.

 

Interest will be calculated on the exact number of days based on a yearof 365 or 366 days, as the case may be.

 

## **3.2**                                        Payment of interest and repayment ofprincipal

 

**3.2.1**                              Subject to Article 3.4 (*Transitory Period)*, the principal will be repaid on eachPayment Date for each of the corresponding Ordinary Loans.

 

The total principal amount that will be due and repayable for each ofthe Ordinary Loans on each of the Payment Dates (an “**Instalment**”)will be equal to the amount shown on the relevant date in the relevantrepayment schedule shown in Annex I to this agreement. Provided that thisagreement comes into effect in accordance with the provisions of Article 12.8 (*Suspensive effect – Entry into force*) below, the firstInstalment applicable to the Ordinary Loan to the Operating Company will be dueand payable on 30 April 2005, and the first Instalment applicable to theOrdinary Loan to the Finance Company will be due and payable on 2 May 2005.

 

**3.2.2.**                           Interest on the total principalamount not yet repaid for each Ordinary Loan will be paid for each OrdinaryLoan by each Borrower concerned, on each of the Payment Dates.

 

Interest under each Instalment will be calculated on the exact numberof days during the Instalment concerned based on a 365-day year or 366-dayyear, as the case may be.

 

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## **3.3**                                        Default interest

 

If any amount payable to CDC by virtue of this Amended and RestatedAgreement on the Granting of Ordinary Loans is not paid on its due date,interest will accrue on a daily basis on this unpaid amount from the above duedate to the date on which this amount is actually paid, at the three (3) monthEURIBOR rate, plus three per cent (3%) per annum. This rate may never be lowerthan 5.15% per annum nor higher than 7.85% per annum and will not prejudiceCDC’s right to make use of the acceleration of maturity as stipulated inArticle 10 (*Events of Default*) below.

 

## **3.4**                                        Transitory Period

 

**3.4.1****                   **Subject to Articles 3.4.2 to 3.4.4.it has been agreed that for the period starting as of the signature date ofthis agreement and ending on the Realisation of Capital Increase Date theamounts due with respect to the Ordinary Loans will be serviced pursuant to theterms of the Agreement on the Granting of the Ordinary Loans.

 

**3.4.2****                   **It is reminded that the OperatingCompany has paid to the CDC the principal amount of the instalment of principaldue on 30 October 2004 under the Ordinary Loan to the Operating Company, withthe accrued interest on the Security Deposits until 30 October 2004.

 

**3.4.3****                   **It has been agreed that theprincipal amount due under the Ordinary Loan to the Finance Company on 2November 2004 by the Finance Company would not be paid to the CDC on this date.The Operating Company acting as guarantor (*caution réelle*)for the Finance Company, pledged a sum corresponding to the aforementionedmaturity, by way of cash pledge (*gage espèce*),to the benefit of the CDC (this Cash Pledge being subject to the terms andconditions of a cash pledge agreement entered into by the Operating Company andthe CDC, on the 29 October 2004) (the “**Cash Pledge**”).It has been agreed (i) that in case of Realisation of Capital Increase, theCash Pledge would be returned to the Operating Company, the principal amountdue being then postponed, as it results from the relevant repayment schedulesshown in Annex I, it being specified that CDC will release the Cash Pledge onthe Realisation of Capital Increase Date, and (ii) in case of non Realisationof Capital Increase, the CDC will be entitled to retain for good the amount ofthe Cash Pledge and to allocate it to the repayment of the principal amount dueon 2 November 2004.

 

**3.4.4****                   **It has been agreed that interestmark up (as specified in the Memorandum of Agreement) for the period runningfrom 1 October 2004 to the repayment dates of the Ordinary Loans in 2004,vis-à-vis the paid amounts at such repayment dates pursuant to Article 3.4.1above, i.e., with respect to the Operating Company, for an amount equal to fourthousand five hundred and five euros and ten cents (€ 4,505.10), and, withrespect to the Finance Company, for an amount equal to seventy two thousandthree hundred seventy nine euros and thirty two cents (€ 72,379.32) will bepaid the fifth Working Day following the Realisation of Capital Increase Date.

 

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# **ARTICLE 4.**                                              PREPAYMENT

 

## **4.1**                                        Prepayment at the option of theBorrowers

 

**4.1.1**                              Each of the Borrowers may prepay allor part of the Ordinary Loans by giving CDC a minimum written notice of thirty(30) days. Subject to the stipulations of Article 10.3 (*Prepaymentat the option of the Finance Company*), any prepayment of OrdinaryLoans at the option of a Borrower will automatically entail the simultaneousrepayment by that Borrower of an amount of Participating Loans so that, foreach Borrower, the ratio between Participating Loans and Ordinary Loansoutstanding at any given day is always equal to 53.39 / 46.61.

 

Any prepayment of a principal amount at the option of a Borrower mustbe accompanied by the payment of the interest accrued on the principal amountrepaid up to the value date of this prepayment. This interest will becalculated on the basis of a 365-day year or a 366-day year, as the case maybe.

 

**4.1.2**                              It is already agreed that on theShare Capital Increase Date, the Operating Company will make a partialprepayment of the principal remaining due under the Ordinary Loan to theOperating Company, in the total amount of ten million euros (€10,000,000) (lessall principal amount repaid by the Operating Company as from 1 October 2004until the Share Capital Increase Date and that only in case of Realisation ofthe Capital Increase), together with interest payment in relation thereto, andalong with a penalty calculated in accordance with the stipulations of Article4.4 (*Penalty for prepayment at the option of theBorrowers*) below. It is specified that the relevant repaymentschedule shown in Annex I  takes thisprepayment into account.

 

## **4.2**                                        Adjustment of payments and repaymentsfollowing a prepayment at the option of the Borrowers

 

The principal amount of any partial prepayment will be charged againstthe principal amount owed on the Payment Dates, starting with the earliestPayment Date. CDC will send to the Borrower concerned one or several newrepayment schedules for the Ordinary Loan in question, which will replace therepayment schedule set forth in Annex I.

 

## **4.3**                                        Any repayment, whether early or not, of any principal amount made by theBorrowers under this Amended and Restated Agreement on the Granting of OrdinaryLoans will be final and the Borrowers will not be able to reborrow, under thisagreement, the amounts thus repaid.

 

## **4.4**                                        Penalty for prepayment at the optionof the Borrowers

 

If either Borrower opts to prepay one of the Ordinary Loans inaccordance with the stipulations given in Article 4.1 (*Prepaymentat the option of the Borrowers*) above, that Borrower will pay CDC anprepayment penalty equal to an amount corresponding to ninety (90) days ofinterest at a rate of 5.15% per annum on the principal amount prepaid, it beingnevertheless agreed that if the Finance Company opts for prepayment of thePOSNC2 Tranche, the Finance Company will pay CDC a prepayment penalty equal toan amount corresponding to ninety (90) days of interest at a rate of 6.15% perannum on the principal amount of the POSNC2 Tranche prepaid. This interest willbe calculated on the basis of ninety (90) days in a year of 365 or 366 days, asthe case may be.

 

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This penalty will be payable on the prepayment date concerned.

 

# **ARTICLE 5.**                                              BORROWERS – SEPARATEOBLIGATIONS

 

The rights and obligations of each of the Borrowers under thisagreement are separate and not joint.

 

# **ARTICLE 6.**                                              WAIVER OF RECOURSE

 

As from 1 October 2004, and subject to the Realisation of CapitalIncrease, CDC agrees to waive any recourse against any of the Finance Company’sPhase IA Partners, but solely on the basis of the Finance Company’s failure tofulfil any one of its payment obligations under to the Ordinary Loan B to theFinance Company or the POSNC2 Tranche.

 

# **ARTICLE 7.**                                              REPRESENTATIONS ANDWARRANTIES

 

Each Borrower, acting separately and not jointly and severally,warrants and represents to the CDC, each as far as it is concerned, that, onthe date of this agreement:

 

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

 

## **7.2**                                        Its Manager has been duly authorised to sign this agreement by itscompetent management bodies;

 

## **7.3**                                        The signing of this agreement and the fulfilment of the obligationsarising herefrom do not contravene any significant provision of its articles ofassociation nor any significant clause of any agreement or undertaking to whichit is party or by which it is bound nor violate the laws or regulationsapplicable to it in such a way as to bring about the nullity of its covenantsunder this agreement;

 

## **7.4**                                        This agreement is and will remain a legal, valid and binding covenant forthe Borrower concerned, in accordance with the terms thereof;

 

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## **7.5**                                        No authorisation is required from any public authority for the transferand repayment of the principal, the payment of interest and other costsinherent to this agreement; and

 

## **7.6**                                        No legal proceedings are in progress or, to the knowledge of the Borrowerconcerned, about to be brought which might prevent or prohibit the signing orperformance of this agreement or which might affect its legal capacity toassume its obligations under this agreement.

 

# **ARTICLE 8.**                                              COVENANTS

 

## **8.1**                                        Positive covenants

 

Until all amounts owed under this agreement are paid in full, the Borrowersundertake the following covenants:

 

#### (a)          the Borrowers must notify CDC of anysignificant change in their corporate structure or operation, such as, inparticular, a change of management or a change in the amount or distribution ofthe share capital. The Operating Company will only however be required toinform CDC of changes in the distribution of its capital if CDC makes anexplicit request and the changes involved are significant;

 

#### (b)         the Borrowers agree to observe andfulfil all of the obligations contracted under the terms of the Amended andRestated Common Agreement and the Common Undertakings;

 

#### (c)          the Borrowers will, on a yearlybasis, submit their balance sheets, income statements and annexes to CDC withinfifteen (15) days of these being approved by their shareholders or partners, asapplicable; and

 

#### (d)          the Borrowers shall provide CDCwith any document, agreement or information that they have to submit to PhaseIA Banks or Phase IB Banks, the Phase IA Partners or Phase IB Lenders, or anyof their agents, under the conditions precedent to the coming into effect ofthe amended and restated versions of the Phase IA Loan Agreement, of the PhaseIB Loan Agreement, of the Phase IA Advances Agreement and of Phase IB AdvancesAgreement and in the same forms required by the aforementioned agreements.

 

## **8.2**                                        Negative covenants

 

#### Until all amounts owed under this agreement are paidin full, the Borrowers covenant not to merge with another entity without theprior approval of CDC. Such approval cannot be refused if:

 

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##### *(i)*                          the entity resulting from this merger takes over the full debtcontracted or due to be contracted by virtue of this agreement by the Borrowerconcerned; and

 

##### *(ii)*                       immediately after the completion of the merger, there is no Event ofDefault; and

 

##### *(iii)*                    the entity resulting from the merger observes the terms of Article 8 ofthe Master Agreement;

 

##### *it being however specified that CDCauthorises the Operating Company to make the Transfer.*

 

# **ARTICLE 9.**                                              SECURITIES GRANTED UNDERTHE ORDINARY LOANS

 

## **9.1**                                        Securities and guarantees underOrdinary Loan A to the Finance Company and the Ordinary Loan to the OperatingCompany

 

It is reminded that by way of security and guarantee for the paymentand repayment of all sums owed by the Borrowers as principal, interest andadditional charges under the Ordinary Loan A to the Finance Company and theOrdinary Loan to the Operating Company, the Operating Company granted CDC,under the terms of public instrument dated 21 November 1989 amended by publicinstruments dated 4 December 1992 and 19 February 1993, a first mortgage on theland on which the Park Disneyland (previously called “Magic Kingdom”) was builtand the adjacent campsite, such mortgage having been extended until 1 November2025.

 

It is specified that this mortgage has the same priority as themortgage granted by the Operating Company under the Phase IA Loan Agreement tothe Phase IA Banks.

 

## **Itis further reminded that by way of security and guarantee for the payment andrepayment of all sums owed to CDC as principal, interest and additional chargesunder the Ordinary Loan A to the Finance Company and the Ordinary Loan to theOperating Company, the Borrowers granted the following securities andguarantees:**

 

(A)                                      a pledge to the benefit of CDC andthe Phase IA Banks on the balance of the accounts called “Loan Accounts” in thePhase IA Loan Agreement;

 

(B)                                        a pledge of financial instrumentsaccount and a cash pledge to the benefit of CDC and the Phase IA Banks, whichinclude the financial instruments or the securities resulting from transactionscalled “Authorised Investments” in the Phase IA Loan Agreement and performedusing funds from the Loan Accounts ;

 

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(C)                                        a delegation to CDC and the Phase IABanks:

 

(i)                           regarding insurance companies underpolicies entered into by the Borrowers in accordance with the stipulations ofthe Phase IA Loan Agreement;

 

(ii)                         regarding issuers of advance paymentguarantees and performance bonds issued to the Borrowers under the completionof Phase IA, unless, despite the requests made by the Borrowers in this regard,these issuers have refused to accept such a delegation.

 

It is reminded that the securities and guarantees referred to in thisArticle 9.1 are subject to the stipulations of the Master Agreement with CDCand of the priority agreement dated 30 October 1989 between PNB Paribas actingin its capacity as agent to the Phase IA Banks and CDC, as amended bysupplemental agreements dated as of 10 August 1994 and 1 December 2004 (the “**Priority Agreement**”).

 

The conditions under which the Phase IA Banks and CDC may enforce thesecurities and guarantees which they enjoy or will enjoy in accordance with theterms of this Article 9.1 and the Phase IA Loan Agreement, as well as theextent of these securities and guarantees and the conditions under which anyproceeds from the enforcement of these are distributed, are set in the PriorityAgreement and in the Agreement with CDC, as well as in the various contracts ordeeds relating to the granting of these securities and guarantees.

 

The Borrowers covenant to do the necessary, at their own expenses, sothat CDC continues to benefit from all the securities and guaranties that havebeen granted to CDC by the Borrowers in guaranty of the Ordinary Loan A to theFinance Company and the Ordinary Loan to the Operating Company, as amendedpursuant to this agreement.

 

## **9.2**                                        Security under Ordinary Loan B tothe Finance Company

 

By way of security and guarantee for the payment and repayment of allsums owed by the Finance Company as principal, interest and additional chargesunder the Ordinary Loan B to the Finance Company, the Operating Company and/orthe Finance Company agrees to grant CDC a second mortgage on the assetsmortgaged in compliance with Article 9.1 above.

 

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**9.3****                                       ****Additional securities**

 

If the Borrowers grant the PhaseIA Banks additional securities or guarantees in relation to those referred toin Article 3 of the Phase IA Loan Agreement, the Borrowers agree to grantCDC the benefit of the same securities and guarantees under the Ordinary Loans,and with the same priority, pursuant to the terms of the CDC Agreements.

 

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

 

**10.1****                                ****Definition of Events ofDefault**

 

The occurrence of any of thefollowing events will constitute an event of default (“**Event ofDefault**”) against the Borrowers:

 

(A)                                      any principal amount owed to CDCunder the Ordinary Loans is unpaid on its due date and remains unpaid for five(5) Working Days after a notification has been sent to this effect by CDC tothe Borrower concerned;

 

(B)                                        one of the covenants made by eitherof the Borrowers in Article 8 (*Covenants*) ofthis agreement is not observed and the Borrower concerned has not remedied noris about to remedy this default within thirty (30) days of the notification sentto that Borrower requesting that the default be remedied (except, as concernsthe aforementioned 30-day period of a default due to the violation of thecovenants under the ratios set forth in article 2 of the CommonUndertakings);

 

(C)                                        one of the essential representationsor warranties made or given under this agreement is not observed or proves tobe incorrect;

 

(D)                                       any non-subordinated debt resultingfrom a loan of sums of money totalling more than one million five hundred andtwenty-four thousand four hundred and ninety euros (€1,524,490 €) in relationto the Finance Company, or totalling more than seven million six hundred andtwenty-two thousand four hundred and fifty euros (€7,622,450) in relation tothe Operating Company, is declared due and payable in advance as a result ofthe existence of a breach on the part of the Finance Company or the OperatingCompany, as applicable;

 

(E)                                         either Borrower requests theappointment of a conciliator or is the subject of judgment declaring itsjudicial liquidation;

 

(F)                                         a final judgment not subject toappeal is delivered against one of the Borrowers ordering the latter to pay asum greater than thirty million four hundred and eighty-nine thousand eighthundred and three euros (€30,489,803), in relation to the Finance Company, orgreater than seventy-six million two hundred and twenty-four thousand fivehundred and eight euros (€76,224,508), in relation to the Operating Company,and the Borrower concerned does not make the payment within thirty (30) days;

 

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(G)                                        voluntary withdrawal from theoperation of Disneyland Park for a period greater than six (6) months.

 

**10.2****                                ****Consequences of Events ofDefault**

 

If an Event of Default occurs,CDC may declare the total outstanding amount of the Ordinary Loans granted tobe immediately payable, fifteen (15) days after notification regarding an Eventof Default has been sent to the Borrower concerned, except in the case of a violation of the ratios set out in article 2of the Common Undertakings for the Financial Year N, it being specified that insuch case, CDC will not have the right to notify the accelerated maturity ofthe Ordinary Loans before 30 January of the Financial Year N+1 or, in caseof a change in the accounting principles and rules, before 28 February ofFinancial Year N+1, provided that such violation is remedied in the followingconditions and time limits:

 

Euro Disney Associés mayrestore, as applicable, the amount of DSCR or Forecast DSCR (as such terms aredefined in the Common Undertakings) through either (i) a transfer of newliquidities under the form of equity capital or Subordinated Debt (as suchterms are defined in the Common Undertakings) of Euro Disney Associés or (ii) adischarge of receivables (inclusive or not of a “return to better fortunes”clause) or the carry forward of payments that may, in both cases, give rise toa payment only after the date at which all amounts owed (in principal orinterest) under the CDC Loans Agreements Second Park and the CD Long TermSubordinated Debt Agreement (as such terms are defined in the Amended andRestated Common Agreement) have been paid in full and will be the subject of asubordination agreement to be entered into with CDC (the “**RestoredAmount**”).

 

The Restored Amount (to be addedto the numerator pursuant to the calculation of the DSCR and the Forecast DSCR)will be equal to the higher of:

 

(i)                                             the Restored Amount having foreffect to restore the DSCR; and

 

(ii)                                          the Restored Amount having theeffect to restore the Forecast DSCR.

 

The Euro Disney Associés’s cash(*trésorerie)* will have to have entirelybenefited from the Restored Amount by 30 January of the Financial Year N+1at the latest, or in case of a change in accounting principles and rules, by 28February of the Financial Year N+1 at the latest.

 

However, this option cannot beexercised during the period of consultation with the creditors of the Borrowersand, in particular, with CDC on the authorisations to be given by them to theBorrowers under the conditions set forth in Article 3 (*Authorisations relating to Common Undertakings*) of theAmended and Restated Common Agreement.

 

**10.3****                                ****Prepayment at the option ofthe Finance Company**

 

If:

 

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(i)                                             CDC does not, in accordance with thestipulations of Article 10.2 (*Consequences of Events ofDefault*), declare the total outstanding amount of the Ordinary Loansgranted to be immediately due and payable despite being fully entitled to do soand despite the fact that the Phase IA Banks have declared the acceleratedpayment of all sums owed by the Borrowers under the Phase IA Loan Agreement; or

 

(ii)                                          the Finance Company fails to pay theinterest due on the Ordinary Loans which have been granted to it, in an amountequal to or greater than twenty-two million eight hundred thousand euros(€22,800,000) for more than ninety days after the due date of this amount andCDC makes no demand for payment to the Finance Company within eight (8)calendar days after formal notice given by the Finance Company;

 

the Finance Company may, inaccordance with the provisions of Article 4.1 (*Prepaymentat the option of the Borrowers*), but without notice, prepay orarrange for the prepayment of all of the Ordinary Loans which have been grantedto it hereunder, in which case, in the second scenario, CDC undertakes to handover, where applicable, to the third party payer a receipt for the sumsactually paid by that third party.

 

Notwithstanding the stipulationsof Article 4.1 (*Prepayment at the optionof the Borrowers*) of the Agreement on the Granting of ParticipatingLoans, any prepayment of the Ordinary Loans by the Finance Company, inaccordance with the stipulations of this Article 10.3 (*Prepayment at the option of the Finance Company*), will notentail the prepayment of a correlative amount of Participating Loans.

 

**ARTICLE 11.****                                      ****CONFIDENTIALITY**

 

**11.1****                                **CDC must regard as confidential, andtherefore not disclose in any way to third parties other than their consultantsor Government officials, any data, information or reports that have beensubmitted under this agreement by either Borrower, by any entity directly orindirectly affiliated to either Borrower or by one of the agents,representatives or consultants or the Borrowers. CDC cannot disclose to thirdparties any of these data, information or reports without the prior writtenagreement of the Operating Company, which may refuse to give such agreement attheir discretion except where:

 

(i)         such data or information or report has becomepublic other than by virtue of a violation by CDC, of the stipulations of thisArticle;

 

(ii)        such disclosure is imposed by the law;

 

(iii)       such disclosure is required by a court havingjurisdiction;

 

(iv)      such disclosure is explicitly authorised byvirtue of any provision of this agreement.

 

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**11.2****                                **CDC must take all necessary measuresto ensure that confidential data and information submitted to it under thisagreement by the Borrowers, data and information which must be brought to theattention of its employees, will only be disclosed for the sole purposes offacilitating the management of this agreement and, in all cases, on conditionthat such data or information are regarded as strictly confidential by thoseemployees except for the purposes of managing this agreement.

 

**11.3****                                **The provisions of this Article willbe binding on CDC after the date on which all sums owed by the Borrowers to CDCunder the Ordinary Loans have been paid and repaid.

 

**ARTICLE 12.****                                      ****MISCELLANEOUS**

 

**12.1****                                ****Applicable law – Electionof jurisdiction**

 

This agreement will be governedby French law and construed in accordance therewith.

 

Any dispute arising from thisagreement or its interpretation will be subject to the exclusive jurisdictionof the competent courts situated within the area of jurisdiction of the ParisCourt of Appeal.

 

**12.2****                                ****Expenses**

 

The Borrowers agree to pay thereasonable expenses incurred by CDC in preparing this agreement or anysupplemental agreement hereto.

 

**12.3****                                ****Cumulative rights andnon-waiver**

 

Any right arising for CDC underthis agreement or any document submitted by virtue of this agreement or on theoccasion thereof, or belonging to it in accordance with the law, may beexercised at any time regardless of the other rights belonging to it. ShouldCDC not exercise any right belonging to it or to exercise such right tardily,this fact will not constitute a waiver on its part of its entitlement to enjoythat right. Likewise, the total or partial exercise by CDC of a rightpertaining to it will not prevent it from exercising this right or anotherright at a later date.

 

**12.4****                                ****Notifications**

 

Any communication, request ornotification to be made in accordance with the Master Agreement or thisagreement will be written or made in French and will be regarded as valid if itis submitted in writing or sent by telex or fax to the party at the addressesindicated below. Communications, requests or notifications made in accordancewith the stipulations of this Article will be sent:

 

•                  to the Operating Company at:

 

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**EURO DISNEY S.C.A. or after completion of theTransfer,**

**EURO DISNEY ASSOCIES S.C.A.:**

ImmeublesAdministratifs

RouteNationale 34

77700Chessy

 

Attn.:Direction Financements et Achats

Fax:01 64 74 56 36.

 

•                  to the Finance Company at:

 

**EURO DISNEYLAND S.N.C.**

ImmeublesAdministratifs

RouteNationale 34

77700Chessy

 

Attn.:Direction Financement et Achats

Fax:01 64 74 56 36.

 

•                  to CDC at:

 

**LACAISSE DES DÉPÔTS ET CONSIGNATIONS**

Directiondes Fonds d’Épargne

72,avenue Pierre Mendès France

75914Paris Cedex 13

Attn.:Direction Financière

Fax:01 58 50 07 48

 

Any amendment to the abovedetails will only be opposable after notification.

 

**12.5****                                ****Severability**

 

Even if any of the provisions ofthis agreement are held to be null and void or unenforceable in accordance withthe applicable law, the validity, legality and enforceability of the remainingprovisions hereof will not in any way be affected.

 

**12.6****                                ****Binding effect**

 

This agreement will be bindingon and will inure to the benefit of the Operating Company, the Finance Companyand CDC, as well as their respective successors or assignees.

 

**12.7****                                ****Transfer of rights**

 

### **12.7.1**                       The Borrowers may not transfer any of their rights or obligationshereunder without having obtained the prior written agreement of CDC, it beinghowever specified that in accordance with the Transfer, CDC authorises EuroDisney S.C.A to transfer its rights and obligations arising from this agreementto Euro Disney Associés.

 

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If the Transfer is made, the Borrowers andCDC agree to sign any supplemental agreement to this agreement and to anyrelated document which proved to be necessary or desirable in order to recordEuro Disney Associés’s takeover of all the covenants of the Euro Disney S.C.Aspecified hereunder and under any related document. The Borrowers guarantee theobservance of this covenant by Euro Disney Associés.

 

**12.7.2**                       CDC shall not transfer any of itsrights or obligations pursuant to this agreement without the prior writtenconsent of all Borrowers.

 

**12.8****                                ****Absence of Novation**

 

This agreement shall not operatenovation of the debt resulting from the Ordinary Loans which Ordinary Loansterms shall remain unchanged (subject to the amendments brought to the terms ofthis agreement) notwithstanding the conversion of the Participating Loans intoOrdinary Loans or the creation of new tranches. This agreement has been enteredinto in view of setting forth in a sole agreement, the Agreement on theGranting of Participating Loans as modified by the Amendments or any necessarychange made pursuant to paragraph (D) of the introduction of this agreement.

 

**12.9****                                ****Suspensive effect – Entryinto force**

 

Except for the stipulations ofArticles 3.4 (*Transitory Period)*, thisagreement is drawn up under the condition precedent that the Transfer andRealisation of Capital Increase be completed by no later than 31 March 2005.If this condition precedent is fulfilled, the provisions of this agreement willtake effect on 1 October 2004. The parties to this agreement acknowledgethat all the conditions applicable both to the Ordinary Loan to the OperatingCompany and the Ordinary Loan to the Finance Company are laid down anddetermined under the terms of this agreement. Consequently, each party to thisagreement acknowledges and accepts that, as soon as the condition precedentspecified above has been fulfilled, the Ordinary Loan Agreements shall beexclusively governed by the Amended and Restated Agreement on the Granting ofOrdinary Loans and the Amended and Restated Common Agreement.

 

It is stipulated that if theTransfer and Realisation of Capital Increase are not completed by 31 March 2005at the latest, the Ordinary Loans will continue to be governed, in particular,by the provisions of the Agreement on the Granting of Ordinary Loans, and theCommon Agreement. In this eventuality, the provisions of this agreement willthen be regarded as null and void and ineffective.

 

In addition, it is being agreedthat:

 

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(i)                                             in the absence of the Realisation ofthe Capital Increase, the term of the waiver set out in the waiver requestaddressed by Euro Disney S.C.A. to CDC as of 17 October 2003 and in theMemorandum of Agreement will be extended until 31 March 2005 or, in caseof a collective bargaining pursuant to paragraph (a) of article 7.7 of theMemorandum of Agreement, until the termination of certain stipulations pursuantto said article.

 

(ii)                                          in case of Realisation of theCapital Increase, CDC will not be entitled to claim any Event of Default setout in paragraph (i) above, in any given capacity.

 

**12.10****                         ****Global Effective Rate**

 

### **12.10.1**                In order to meet the requirements of Articles L. 313–1 and L. 313–2 ofthe French Consumer Code and for this purpose alone, CDC declares, by way ofexample, to the Finance Company, which accepts, that the global effective rateapplicable to the Ordinary Loan to the Finance Company, on the basis of a yearcomprising three hundred and sixty-five (365) days, will be:

 

5.60 % per annum,

 

This global effective rate has beencalculated on the basis of:

 

•                  A rate of 5.15 % per annum; and

 

•                  An Ordinary Loan to the Finance Company for a principal amount of twohundred and eleven million eight hundred and fifty-one thousand eight hundredand fifty-two euros and forty-three cents (€211,851,852.43), drawn and used inits entirety on the above signing date.

 

### **12.10.2**                In order to meet the requirements of Articles L. 313–1 and L. 313–2 ofthe French Consumer Code and for this purpose alone, CDC declares, by way ofexample, to the Finance Company, which accepts, that the global effective rateapplicable to the Ordinary Loan B to the Finance Company, on the basis of ayear comprising three hundred and sixty-five (365) days, will be:

 

5.38 % per annum,

 

This global effective rate has beencalculated on the basis of:

 

•                  A rate of 5.15 % per annum; and

 

•                  An Ordinary Loan B to the Finance Company for a principal amount of onehundred and twenty-five million euros (€125,000,000), drawn and used in itsentirety on the date of signing of this agreement.

 

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### **12.10.3**                In order to meet the requirements of Articles L. 313–1 and L. 313–2 ofthe French Consumer Code and for this purpose alone, CDC declares, by way ofexample, to the Finance Company, which accepts, that the global effective rateapplicable to the POSNC1 Tranche, on the basis of a year comprising threehundred and sixty-five (365) days, will be:

 

5.38 % per annum,

 

This global effective rate has beencalculated on the basis of:

 

•                  A rate of 5.15 % per annum; and

 

•                  A POSNC1 Tranche for a principal amount of forty-three million fourhundred and twenty-five thousand nine hundred and twenty-six euros and twentyone cents (€43,425,926.21), drawn and used in its entirety on the date ofsigning of this agreement.

 

### **12.10.4**                In order to meet the requirements of Articles L. 313–1 and L. 313–2 ofthe French Consumer Code and for this purpose alone, CDC declares, by way ofexample, to the Finance Company, which accepts, that the global effective rateapplicable to the POSNC2 Tranche, on the basis of a year comprising threehundred and sixty-five (365) days, will be:

 

6.32 % per annum,

 

This global effective rate has beencalculated on the basis of:

 

•                  A rate of 6.15 % per annum; and

 

•                  A POSNC2 Tranche for a principal amount of forty-three million fourhundred and twenty-five thousand nine hundred and twenty-six euros and twentytwo cents (€43,425,926.22), drawn and used in its entirety on the date ofsigning of this agreement.

 

### **12.10.5**                In order to meet the requirements of Articles L. 313–1 and L. 313–2 ofthe French Consumer Code and for this purpose alone, CDC declares, by way ofexample, to the Operating Company, which accepts, that the global effectiverate applicable to the Ordinary Loan to the Operating Company, on the basis ofa year comprising three hundred and sixty-five (365) days, will be:

 

5.39 % per annum,

 

This global effective rate has beencalculated on the basis of:

 

•                  A rate of 5.15 % per annum; and

 

•                  An Ordinary Loan to the Operating Company for a principal amount ofthirty million six hundred and four thousand six hundred and ninety eight eurosand sixty three cents (€ 30,604,698.63), drawn and used in its entirety on thedate of signing of this agreement.

 

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Made in Paris, on the 1stof December 2004,

In four (4) original copies.

 
| For the Operating Company:                          |
|-----------------------------------------------------|
|                                                |
| **EURO DISNEY S.C.A.**                              |
|                                                |
|                                                |
| By:                                                 |   |   |
| Name: Jeffrey R. Speed                              |
|                                                |
| For the Finance Company:                            |
|                                                |
| **EURO DISNEYLAND S.N.C.**                          |
|                                                |
|                                                |
| By:                                                 |   |   |
| Name: Dominique Le Bourhis                          |
|                                                |
| For CDC:                                            |
|                                                |
| **LA CAISSE DES DÉPÔTS ET CONSIGNATIONS** |
|                                                |
|                                                |
| By:                                                 |   |   |
| Name: Jean François de Caffarelli              |

 

29

----

 

**ANNEX I**

 

**REPAYMENT AND INTEREST PAYMENT SCHEDULES FORORDINARY LOANS**

 

30

----

 

**APPLICABLE SCHEDULE TO ORDINARY LOAN TOTHE OPERATING COMPANY**

 

**CAISSE DES DEPÔTS ET CONSIGNATIONS**

 

**DIRECTION DES FONDS D’EPARGNE**

 
| **REPAYMENT SCHEDULE**                                         | ** **                             | ** **        | ** **    |                        |
|----------------------------------------------------------------|----------------------------------------|-------------------|---------------|-----------------------------|
| ** **                                                     | ** **                             | ** **        | ** **    | ** **                  | ** ** |   |
| **After  prepayment up to :**                                  | ** **                             | **10,000,000.00** | ** **    | **euros**                   | ** ** |   |
| ** **                                                     | ** **                             | ** **        | ** **    | ** **                  | ** ** |   |
| **Contract’s  number before the 2004 restructuring****:** | ** **                             | **0 943 857**     | ** **    | **Ordinary  Loan**          | ** ** |
| ** **                                                     | **after  the 2004 restructuring****:** | ** **        | **1 xxx xxx** | ** **                  | **to  the Operating Company** | ** ** |
| **Borrower’s  number****:**                               | ** **                             | **000 123 609**   | ** **    | **EURO  DISNEYLAND S.C.A.** | ** ** |
| ** **                                                     | ** **                             | ** **        | ** **    | ** **                  | ** ** |
| **Principal  initial amount****:**                             | ** **                             | **40,604,698.63** | ** **    | **euros**                   | ** ** |   |
| **TEG**                                                        | ** **                             | **10/01/04**      | ** **    | **5.39%**                   | ** ** | ** ** | ** ** |   |
| **Annual  facial rate before interest’s increase****:**   | ** **                             | **5.15%**         |          |                        |   |   |
|                                                                |                                        |                   |               |                             |  |  |  |  |  |  |

 
| **Maturity date** | ** ** | **Annual  rate** | ** ** | **Principal outstanding  amount before maturity** | ** ** | **Repayment**    | ** ** | **Interests**    | ** ** | **Total  due on maturity** | ** ** |
|-------------------|------------|------------------|------------|---------------------------------------------------|------------|------------------|------------|------------------|------------|----------------------------|------------|
| **10/30/2004**    | ** ** | **5.16**         | **%**      | **30,604,698.63**                                 | ** ** | **0.00**         | ** ** | **1,580,647.08** | ** ** | **1,580,647.08**           | ** ** |
| **04/30/2005**    | ** ** | **5.34**         | **%**      | **30,604,698.63**                                 | ** ** | **0.00**         | ** ** | **814,340.65**   | ** ** | **814,340.65**             | ** ** |
| **10/30/2005**    | ** ** | **5.34**         | **%**      | **30,604,698.63**                                 | ** ** | **0.00**         | ** ** | **818,658.85**   | ** ** | **818,658.85**             | ** ** |
| **04/30/2006**    | ** ** | **5.34**         | **%**      | **30,604,698.63**                                 | ** ** | **0.00**         | ** ** | **814,340.65**   | ** ** | **814,340.65**             | ** ** |
| **10/30/2006**    | ** ** | **5.34**         | **%**      | **30,604,698.63**                                 | ** ** | **0.00**         | ** ** | **818,658.85**   | ** ** | **818,658.85**             | ** ** |
| **04/30/2007**    | ** ** | **5.34**         | **%**      | **30,604,698.63**                                 | ** ** | **0.00**         | ** ** | **814,340.65**   | ** ** | **814,340.65**             | ** ** |
| **10/30/2007**    | ** ** | **5.34**         | **%**      | **30,604,698.63**                                 | ** ** | **0.00**         | ** ** | **818,658.85**   | ** ** | **818,658.85**             | ** ** |
| **04/30/2008**    | ** ** | **5.34**         | **%**      | **30,604,698.63**                                 | ** ** | **101,511.75**   | ** ** | **816,499.75**   | ** ** | **918,011.50**             | ** ** |
| **10/30/2008**    | ** ** | **5.34**         | **%**      | **30,503,186.88**                                 | ** ** | **101,511.75**   | ** ** | **813,792.89**   | ** ** | **915,304.64**             | ** ** |
| **04/30/2009**    | ** ** | **5.34**         | **%**      | **30,401,675.13**                                 | ** ** | **121,814.10**   | ** ** | **808,941.26**   | ** ** | **930,755.36**             | ** ** |
| **10/30/2009**    | ** ** | **5.34**         | **%**      | **30,279,861.03**                                 | ** ** | **121,814.10**   | ** ** | **809,973.98**   | ** ** | **931,788.08**             | ** ** |
| **04/30/2010**    | ** ** | **5.34**         | **%**      | **30,158,046.93**                                 | ** ** | **142,116.45**   | ** ** | **802,461.98**   | ** ** | **944,578.43**             | ** ** |
| **10/30/2010**    | ** ** | **5.34**         | **%**      | **30,015,930.48**                                 | ** ** | **142,116.45**   | ** ** | **802,917.51**   | ** ** | **945,033.96**             | ** ** |
| **04/30/2011**    | ** ** | **5.34**         | **%**      | **29,873,814.03**                                 | ** ** | **162,418.79**   | ** ** | **794,902.81**   | ** ** | **957,321.60**             | ** ** |
| **10/30/2011**    | ** ** | **5.34**         | **%**      | **29,711,395.24**                                 | ** ** | **162,418.79**   | ** ** | **794,775.42**   | ** ** | **957,194.21**             | ** ** |
| **04/30/2012**    | ** ** | **5.34**         | **%**      | **29,548,976.45**                                 | ** ** | **182,721.14**   | ** ** | **788,348.33**   | ** ** | **971,069.47**             | ** ** |
| **10/30/2012**    | ** ** | **5.34**         | **%**      | **29,366,255.31**                                 | ** ** | **182,721.14**   | ** ** | **783,475.95**   | ** ** | **966,197.09**             | ** ** |
| **04/30/2013**    | ** ** | **5.34**         | **%**      | **29,183,534.17**                                 | ** ** | **223,325.84**   | ** ** | **776,544.73**   | ** ** | **999,870.57**             | ** ** |
| **10/30/2013**    | ** ** | **5.34**         | **%**      | **28,960,208.33**                                 | ** ** | **223,325.84**   | ** ** | **774,691.49**   | ** ** | **998,017.33**             | ** ** |
| **04/30/2014**    | ** ** | **5.33**         | **%**      | **28,736,882.49**                                 | ** ** | **243,628.19**   | ** ** | **764,161.79**   | ** ** | **1,007,789.98**           | ** ** |
| **10/30/2014**    | ** ** | **5.33**         | **%**      | **28,493,254.30**                                 | ** ** | **243,628.19**   | ** ** | **761,703.74**   | ** ** | **1,005,331.93**           | ** ** |
| **04/30/2015**    | ** ** | **5.33**         | **%**      | **28,249,626.11**                                 | ** ** | **284,232.89**   | ** ** | **750,452.11**   | ** ** | **1,034,685.00**           | ** ** |
| **10/30/2015**    | ** ** | **5.33**         | **%**      | **27,965,393.22**                                 | ** ** | **284,232.89**   | ** ** | **746,841.74**   | ** ** | **1,031,074.63**           | ** ** |
| **04/30/2016**    | ** ** | **5.32**         | **%**      | **27,681,160.33**                                 | ** ** | **324,837.59**   | ** ** | **736,293.67**   | ** ** | **1,061,131.26**           | ** ** |
| **10/30/2016**    | ** ** | **5.32**         | **%**      | **27,356,322.74**                                 | ** ** | **324,837.59**   | ** ** | **727,638.15**   | ** ** | **1,052,475.74**           | ** ** |
| **04/30/2017**    | ** ** | **5.31**         | **%**      | **27,031,485.15**                                 | ** ** | **365,442.29**   | ** ** | **715,779.29**   | ** ** | **1,081,221.58**           | ** ** |
| **10/30/2017**    | ** ** | **5.30**         | **%**      | **26,666,042.86**                                 | ** ** | **2,761,119.51** | ** ** | **708,460.43**   | ** ** | **3,469,579.94**           | ** ** |
| **04/30/2018**    | ** ** | **5.30**         | **%**      | **23,904,923.35**                                 | ** ** | **548,163.43**   | ** ** | **631,270.22**   | ** ** | **1,179,433.65**           | ** ** |
| **10/30/2018**    | ** ** | **5.28**         | **%**      | **23,356,759.92**                                 | ** ** | **3,512,306.43** | ** ** | **618,015.76**   | ** ** | **4,130,322.19**           | ** ** |
| **04/30/2019**    | ** ** | **5.27**         | **%**      | **19,844,453.49**                                 | ** ** | **730,884.58**   | ** ** | **521,110.84**   | ** ** | **1,251,995.42**           | ** ** |
| **10/30/2019**    | ** ** | **5.24**         | **%**      | **19,113,568.91**                                 | ** ** | **4,344,702.75** | ** ** | **501,706.98**   | ** ** | **4,846,409.73**           | ** ** |
| **04/30/2020**    | ** ** | **5.20**         | **%**      | **14,768,866.16**                                 | ** ** | **954,210.42**   | ** ** | **384,328.55**   | ** ** | **1,338,538.97**           | ** ** |
| **10/30/2020**    | ** ** | **5.15**         | **%**      | **13,814,655.74**                                 | ** ** | **5,298,913.17** | ** ** | **355,727.39**   | ** ** | **5,654,640.56**           | ** ** |
| **10/30/2021**    | ** ** | **5.15**         | **%**      | **8,515,742.57**                                  | ** ** | **5,197,401.42** | ** ** | **438,560.74**   | ** ** | **5,635,962.16**           | ** ** |
| **10/30/2022**    | ** ** | **5.15**         | **%**      | **3,318,341.15**                                  | ** ** | **3,318,341.15** | ** ** | **170,894.57**   | ** ** | **3,489,235.72**           | ** ** |

 

31

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**APPLICABLE SCHEDULE TO ORDINARY LOAN TO FINANCECOMPANY**

 

32

----

 

**CAISSE DES DEPÔTS ET CONSIGNATIONS**

 

**DIRECTION DES FONDS D’EPARGNE**

 
| **REPAYMENT SCHEDULE**                                    | ** **   | ** **         | ** ** |
|-----------------------------------------------------------|--------------|--------------------|------------|
| ** **                                                | ** **   | ** **         | ** ** | ** ** | ** ** |
|                                                      | ** **   | **TOTAL**          | ** ** | **ORDINARY  LOANS** | ** ** |
| ** **                                                | ** **   | ** **         | ** ** | ** ** | ** ** |
| **Borrower’s number :**                              | ** **   | **000 123 608**    | ** ** | **EURO  DISNEYLAND S.N.C.** | ** ** |
| ** **                                                | ** **   | ** **         | ** ** | ** ** | ** ** |   |
| **Principal amount :**                                    | ** **   | **255,274,703.96** | ** ** | **euros** | ** ** |   |
| **Effective Global Rate on the :**                        | **10/01/04** | ** **         | **5.60%**  | ** ** |   | ** ** |   |
| **Annual facial rate before  interest’s increase :** | ** **   | **5.15%**          |       |   |   |   |
|                                                           |              |                    |            |  |  |  |  |  |

 
| **Maturity date** | ** ** | **Annual  rate** | ** ** | **Principal outstanding  amount before  maturity** | ** ** | **Repayment**     | ** ** | **Interests**     | ** ** | **Total due  on maturity** | ** ** |
|-------------------|------------|------------------|------------|----------------------------------------------------|------------|-------------------|------------|-------------------|------------|----------------------------|------------|
| **11/02/2004**    | ** ** | **5.37**         | **%**      | **211,851,852.43**                                 | ** ** | **0.00**          | ** ** | **10,982,749.71** | ** ** | **10,982,749.71**          | ** ** |
| **05/02/2005**    | ** ** | **5.54**         | **%**      | **211,851,852.43**                                 | ** ** | **0.00**          | ** ** | **5,822,482.65**  | ** ** | **5,822,482.65**           | ** ** |
| **11/02/2005**    | ** ** | **5.54**         | **%**      | **211,851,852.43**                                 | ** ** | **0.00**          | ** ** | **5,915,726.19**  | ** ** | **5,915,726.19**           | ** ** |
| **05/02/2006**    | ** ** | **5.54**         | **%**      | **211,851,852.43**                                 | ** ** | **0.00**          | ** ** | **5,822,482.65**  | ** ** | **5,822,482.65**           | ** ** |
| **11/02/2006**    | ** ** | **5.54**         | **%**      | **211,851,852.43**                                 | ** ** | **0.00**          | ** ** | **5,915,726.19**  | ** ** | **5,915,726.19**           | ** ** |
| **05/02/2007**    | ** ** | **5.54**         | **%**      | **211,851,852.43**                                 | ** ** | **0.00**          | ** ** | **5,822,482.65**  | ** ** | **5,822,482.65**           | ** ** |
| **11/02/2007**    | ** ** | **5.54**         | **%**      | **211,851,852.43**                                 | ** ** | **0.00**          | ** ** | **5,915,726.19**  | ** ** | **5,915,726.19**           | ** ** |
| **05/02/2008**    | ** ** | **5.54**         | **%**      | **211,851,852.43**                                 | ** ** | **529,629.64**    | ** ** | **5,838,108.16**  | ** ** | **6,367,737.80**           | ** ** |
| **11/02/2008**    | ** ** | **5.54**         | **%**      | **211,322,222.79**                                 | ** ** | **529,629.64**    | ** ** | **5,885,359.89**  | ** ** | **6,414,989.53**           | ** ** |
| **05/02/2009**    | ** ** | **5.54**         | **%**      | **210,792,593.15**                                 | ** ** | **635,555.56**    | ** ** | **5,793,389.17**  | ** ** | **6,428,944.73**           | ** ** |
| **11/02/2009**    | ** ** | **5.54**         | **%**      | **210,157,037.59**                                 | ** ** | **635,555.56**    | ** ** | **5,868,430.66**  | ** ** | **6,503,986.22**           | ** ** |
| **05/02/2010**    | ** ** | **5.54**         | **%**      | **209,521,482.03**                                 | ** ** | **741,481.48**    | ** ** | **5,758,476.97**  | ** ** | **6,499,958.45**           | ** ** |
| **11/02/2010**    | ** ** | **5.54**         | **%**      | **208,780,000.55**                                 | ** ** | **741,481.48**    | ** ** | **5,830,003.04**  | ** ** | **6,571,484.52**           | ** ** |
| **05/02/2011**    | ** ** | **5.54**         | **%**      | **208,038,519.07**                                 | ** ** | **847,407.42**    | ** ** | **5,717,746.09**  | ** ** | **6,565,153.51**           | ** ** |
| **11/02/2011**    | ** ** | **5.54**         | **%**      | **207,191,111.65**                                 | ** ** | **847,407.42**    | ** ** | **5,785,663.48**  | ** ** | **6,633,070.90**           | ** ** |
| **05/02/2012**    | ** ** | **5.54**         | **%**      | **206,343,704.23**                                 | ** ** | **953,333.34**    | ** ** | **5,686,415.77**  | ** ** | **6,639,749.11**           | ** ** |
| **11/02/2012**    | ** ** | **5.54**         | **%**      | **205,390,370.89**                                 | ** ** | **953,333.34**    | ** ** | **5,720,263.06**  | ** ** | **6,673,596.40**           | ** ** |
| **05/02/2013**    | ** ** | **5.54**         | **%**      | **204,437,037.55**                                 | ** ** | **1,165,185.18**  | ** ** | **5,618,828.26**  | ** ** | **6,784,013.44**           | ** ** |
| **11/02/2013**    | ** ** | **5.54**         | **%**      | **203,271,852.37**                                 | ** ** | **1,165,185.18**  | ** ** | **5,676,292.63**  | ** ** | **6,841,477.81**           | ** ** |
| **05/02/2014**    | ** ** | **5.54**         | **%**      | **202,106,667.19**                                 | ** ** | **1,271,111.12**  | ** ** | **5,551,277.14**  | ** ** | **6,822,388.26**           | ** ** |
| **11/02/2014**    | ** ** | **5.54**         | **%**      | **200,835,556.07**                                 | ** ** | **1,271,111.12**  | ** ** | **5,604,759.41**  | ** ** | **6,875,870.53**           | ** ** |
| **05/02/2015**    | ** ** | **5.53**         | **%**      | **199,564,444.95**                                 | ** ** | **1,482,962.96**  | ** ** | **5,476,132.32**  | ** ** | **6,959,095.28**           | ** ** |
| **11/02/2015**    | ** ** | **5.53**         | **%**      | **198,081,481.99**                                 | ** ** | **1,482,962.96**  | ** ** | **5,522,582.83**  | ** ** | **7,005,545.79**           | ** ** |
| **05/02/2016**    | ** ** | **5.53**         | **%**      | **196,598,519.03**                                 | ** ** | **1,694,814.82**  | ** ** | **5,402,073.41**  | ** ** | **7,096,888.23**           | ** ** |
| **11/02/2016**    | ** ** | **5.52**         | **%**      | **194,903,704.21**                                 | ** ** | **1,694,814.82**  | ** ** | **5,412,429.13**  | ** ** | **7,107,243.95**           | ** ** |
| **05/02/2017**    | ** ** | **5.52**         | **%**      | **193,208,889.39**                                 | ** ** | **1,906,666.68**  | ** ** | **5,285,201.84**  | ** ** | **7,191,868.52**           | ** ** |
| **11/02/2017**    | ** ** | **5.50**         | **%**      | **191,302,222.71**                                 | ** ** | **14,405,925.96** | ** ** | **5,307,167.45**  | ** ** | **19,713,093.41**          | ** ** |
| **05/02/2018**    | ** ** | **5.50**         | **%**      | **176,896,296.75**                                 | ** ** | **2,860,000.00**  | ** ** | **4,826,249.79**  | ** ** | **7,686,249.79**           | ** ** |
| **11/02/2018**    | ** ** | **5.48**         | **%**      | **174,036,296.75**                                 | ** ** | **18,325,185.24** | ** ** | **4,809,363.70**  | ** ** | **23,134,548.94**          | ** ** |
| **05/02/2019**    | ** ** | **5.47**         | **%**      | **155,711,111.51**                                 | ** ** | **3,813,333.34**  | ** ** | **4,225,246.78**  | ** ** | **8,038,580.12**           | ** ** |
| **11/02/2019**    | ** ** | **5.44**         | **%**      | **151,897,778.17**                                 | ** ** | **22,668,148.21** | ** ** | **4,165,518.05**  | ** ** | **26,833,666.26**          | ** ** |
| **05/02/2020**    | ** ** | **5.41**         | **%**      | **129,229,629.96**                                 | ** ** | **4,978,518.54**  | ** ** | **3,476,469.53**  | ** ** | **8,454,988.07**           | ** ** |
| **11/02/2020**    | ** ** | **5.35**         | **%**      | **124,251,111.42**                                 | ** ** | **27,646,666.74** | ** ** | **3,344,991.95**  | ** ** | **30,991,658.69**          | ** ** |
| **11/02/2021**    | ** ** | **5.35**         | **%**      | **96,604,444.68**                                  | ** ** | **27,117,037.12** | ** ** | **5,173,151.12**  | ** ** | **32,290,188.24**          | ** ** |
| **11/02/2022**    | ** ** | **5.35**         | **%**      | **69,487,407.56**                                  | ** ** | **31,989,629.72** | ** ** | **3,721,038.52**  | ** ** | **35,710,668.24**          | ** ** |
| **11/02/2023**    | ** ** | **5.35**         | **%**      | **37,497,777.84**                                  | ** ** | **37,497,777.84** | ** ** | **2,007,999.45**  | ** ** | **39,505,777.29**          | ** ** |

 

33

----

 

**APPLICABLE SCHEDULE TO THE POSNC1 TRANCHE**

 

**CAISSE DES DEPÔTS ET CONSIGNATIONS**

 

**DIRECTION DES FONDS D’EPARGNE**

 
| **REPAYMENT SCHEDULE**                                      | ** **                         | ** **        | ** **    |                                      |
|-------------------------------------------------------------|------------------------------------|-------------------|---------------|-------------------------------------------|
| ** **                                                  | ** **                         | ** **        | ** **    | ** **                                | ** ** |   |
| **After transfer of ordinary loan  amounting to :**         | ** **                         | **43,425,926.22** | ** **    | **euros**                                 | ** ** |   |
| ** **                                                  | ** **                         | ** **        | ** **    | ** **                                | ** ** |   |
| **Contract’s number before the 2004  restructuring :** | ** **                         | **0 943 853**     | ** **    | **Ordinary  Loan to the Finance Company** | ** ** |
| ** **                                                  | **after the 2004 restructuring :** | ** **        | **1 xxx xxx** | ** **                                | **Tranche  POSNC1** | ** ** |
| **Borrower’s number :**                                | ** **                         | **000 123 608**   | ** **    | **EURO  DISNEYLAND S.N.C.**               | ** ** |
| ** **                                                  | ** **                         | ** **        | ** **    | ** **                                | ** ** |
| **Principal initial amount before  transfer :**             | ** **                         | **86,848,777.74** | ** **    | **euros**                                 | ** ** |   |
| **TEG**                                                     | **10/01/04**                       | ** **        | **5.38%**     | ** **                                | ** ** | ** ** |   |
| **Annual facial rate before  interest’s increase :**   | ** **                         | **5.15%**         | ** **    | ** **                                | ** ** |   |
|                                                             |                                    |                   |               |                                           |  |  |  |  |  |

 
| **Maturity date** | ** ** | **Annual  rate** | ** ** | **Principal outstanding  amount before maturity** | ** ** | **Repayment**    | ** ** | **Interests**    | ** ** | **Total  due on maturity** | ** ** |
|-------------------|------------|------------------|------------|---------------------------------------------------|------------|------------------|------------|------------------|------------|----------------------------|------------|
| **11/02/2004**    | ** ** | **5.17**         | **%**      | **43,425,926.21**                                 | ** ** | **0.00**         | ** ** | **2,243,488.91** | ** ** | **2,243,488.91**           | ** ** |
| **05/02/2005**    | ** ** | **5.34**         | **%**      | **43,425,926.21**                                 | ** ** | **0.00**         | ** ** | **1,149,365.20** | ** ** | **1,149,365.20**           | ** ** |
| **11/02/2005**    | ** ** | **5.33**         | **%**      | **43,425,926.21**                                 | ** ** | **0.00**         | ** ** | **1,167,746.86** | ** ** | **1,167,746.86**           | ** ** |
| **05/02/2006**    | ** ** | **5.34**         | **%**      | **43,425,926.21**                                 | ** ** | **0.00**         | ** ** | **1,149,365.20** | ** ** | **1,149,365.20**           | ** ** |
| **11/02/2006**    | ** ** | **5.33**         | **%**      | **43,425,926.21**                                 | ** ** | **0.00**         | ** ** | **1,167,746.86** | ** ** | **1,167,746.86**           | ** ** |
| **05/02/2007**    | ** ** | **5.34**         | **%**      | **43,425,926.21**                                 | ** ** | **0.00**         | ** ** | **1,149,365.20** | ** ** | **1,149,365.20**           | ** ** |
| **11/02/2007**    | ** ** | **5.33**         | **%**      | **43,425,926.21**                                 | ** ** | **0.00**         | ** ** | **1,167,746.86** | ** ** | **1,167,746.86**           | ** ** |
| **05/02/2008**    | ** ** | **5.34**         | **%**      | **43,425,926.21**                                 | ** ** | **108,564.82**   | ** ** | **1,152,445.55** | ** ** | **1,261,010.37**           | ** ** |
| **11/02/2008**    | ** ** | **5.33**         | **%**      | **43,317,361.39**                                 | ** ** | **108,564.82**   | ** ** | **1,161,756.78** | ** ** | **1,270,321.60**           | ** ** |
| **05/02/2009**    | ** ** | **5.34**         | **%**      | **43,208,796.57**                                 | ** ** | **130,277.78**   | ** ** | **1,143,622.25** | ** ** | **1,273,900.03**           | ** ** |
| **11/02/2009**    | ** ** | **5.33**         | **%**      | **43,078,518.79**                                 | ** ** | **130,277.78**   | ** ** | **1,158,411.08** | ** ** | **1,288,688.86**           | ** ** |
| **05/02/2010**    | ** ** | **5.34**         | **%**      | **42,948,241.01**                                 | ** ** | **151,990.74**   | ** ** | **1,136,730.72** | ** ** | **1,288,721.46**           | ** ** |
| **11/02/2010**    | ** ** | **5.33**         | **%**      | **42,796,250.27**                                 | ** ** | **151,990.74**   | ** ** | **1,150,825.78** | ** ** | **1,302,816.52**           | ** ** |
| **05/02/2011**    | ** ** | **5.34**         | **%**      | **42,644,259.53**                                 | ** ** | **173,703.71**   | ** ** | **1,128,690.59** | ** ** | **1,302,394.30**           | ** ** |
| **11/02/2011**    | ** ** | **5.33**         | **%**      | **42,470,555.82**                                 | ** ** | **173,703.71**   | ** ** | **1,142,073.49** | ** ** | **1,315,777.20**           | ** ** |
| **05/02/2012**    | ** ** | **5.34**         | **%**      | **42,296,852.11**                                 | ** ** | **195,416.67**   | ** ** | **1,122,502.14** | ** ** | **1,317,918.81**           | ** ** |
| **11/02/2012**    | ** ** | **5.33**         | **%**      | **42,101,435.44**                                 | ** ** | **195,416.67**   | ** ** | **1,129,167.84** | ** ** | **1,324,584.51**           | ** ** |
| **05/02/2013**    | ** ** | **5.34**         | **%**      | **41,906,018.77**                                 | ** ** | **238,842.59**   | ** ** | **1,109,164.57** | ** ** | **1,348,007.16**           | ** ** |
| **11/02/2013**    | ** ** | **5.33**         | **%**      | **41,667,176.18**                                 | ** ** | **238,842.59**   | ** ** | **1,120,484.54** | ** ** | **1,359,327.13**           | ** ** |
| **05/02/2014**    | ** ** | **5.33**         | **%**      | **41,428,333.59**                                 | ** ** | **260,555.56**   | ** ** | **1,095,803.34** | ** ** | **1,356,358.90**           | ** ** |
| **11/02/2014**    | ** ** | **5.33**         | **%**      | **41,167,778.03**                                 | ** ** | **260,555.56**   | ** ** | **1,106,337.53** | ** ** | **1,366,893.09**           | ** ** |
| **05/02/2015**    | ** ** | **5.33**         | **%**      | **40,907,222.47**                                 | ** ** | **303,981.48**   | ** ** | **1,080,929.67** | ** ** | **1,384,911.15**           | ** ** |
| **11/02/2015**    | ** ** | **5.33**         | **%**      | **40,603,240.99**                                 | ** ** | **303,981.48**   | ** ** | **1,090,076.12** | ** ** | **1,394,057.60**           | ** ** |
| **05/02/2016**    | ** ** | **5.32**         | **%**      | **40,299,259.51**                                 | ** ** | **347,407.41**   | ** ** | **1,066,253.09** | ** ** | **1,413,660.50**           | ** ** |
| **11/02/2016**    | ** ** | **5.32**         | **%**      | **39,951,852.10**                                 | ** ** | **347,407.41**   | ** ** | **1,068,282.44** | ** ** | **1,415,689.85**           | ** ** |
| **05/02/2017**    | ** ** | **5.31**         | **%**      | **39,604,444.69**                                 | ** ** | **390,833.34**   | ** ** | **1,043,116.51** | ** ** | **1,433,949.85**           | ** ** |
| **11/02/2017**    | ** ** | **5.30**         | **%**      | **39,213,611.35**                                 | ** ** | **2,952,962.98** | ** ** | **1,047,355.69** | ** ** | **4,000,318.67**           | ** ** |
| **05/02/2018**    | ** ** | **5.30**         | **%**      | **36,260,648.37**                                 | ** ** | **586,250.00**   | ** ** | **952,438.30**   | ** ** | **1,538,688.30**           | ** ** |
| **11/02/2018**    | ** ** | **5.28**         | **%**      | **35,674,398.37**                                 | ** ** | **3,756,342.62** | ** ** | **948,971.82**   | ** ** | **4,705,314.44**           | ** ** |
| **05/02/2019**    | ** ** | **5.27**         | **%**      | **31,918,055.75**                                 | ** ** | **781,666.67**   | ** ** | **833,657.39**   | ** ** | **1,615,324.06**           | ** ** |
| **11/02/2019**    | ** ** | **5.23**         | **%**      | **31,136,389.08**                                 | ** ** | **4,646,574.10** | ** ** | **821,684.01**   | ** ** | **5,468,258.11**           | ** ** |
| **05/02/2020**    | ** ** | **5.20**         | **%**      | **26,489,814.98**                                 | ** ** | **1,020,509.27** | ** ** | **685,614.09**   | ** ** | **1,706,123.36**           | ** ** |
| **11/02/2020**    | ** ** | **5.15**         | **%**      | **25,469,305.71**                                 | ** ** | **5,667,083.37** | ** ** | **659,418.42**   | ** ** | **6,326,501.79**           | ** ** |
| **11/02/2021**    | ** ** | **5.15**         | **%**      | **19,802,222.34**                                 | ** ** | **5,558,518.56** | ** ** | **1,019,814.45** | ** ** | **6,578,333.01**           | ** ** |
| **11/02/2022**    | ** ** | **5.15**         | **%**      | **14,243,703.78**                                 | ** ** | **6,557,314.86** | ** ** | **733,550.74**   | ** ** | **7,290,865.60**           | ** ** |
| **11/02/2023**    | ** ** | **5.15**         | **%**      | **7,686,388.92**                                  | ** ** | **7,686,388.92** | ** ** | **395,849.03**   | ** ** | **8,082,237.95**           | ** ** |

 

34

----

 

**APPLICABLE SCHEDULE TO THE POSNC2 TRANCHE**

 

**CAISSE DES DEPÔTS ET CONSIGNATIONS**

 

**DIRECTION DES FONDS D’EPARGNE**

 
| **REPAYMENT SCHEDULE**                                       | ** **   | ** **        | ** ** |
|--------------------------------------------------------------|--------------|-------------------|------------|
| ** **                                                   | ** **   | ** **        | ** ** | ** ** | ** ** |
| **Contract’s number after the 2004  restructuring :**   | ** **   | **1 xxx xxx**     | ** ** | **Ordinary  loan to the Finance Company** | ** ** |
| ** **                                                   | ** **   | ** **        | ** ** | **Tranche  POSNC2** | ** ** |
| **Borrower’s number :**                                 | ** **   | **000 123 608**   | ** ** | **EURO  DISNEYLAND S.N.C.** | ** ** |
| ** **                                                   | ** **   | ** **        | ** ** | ** ** | ** ** |
| **Principal amount :**                                       | ** **   | **43,425,926.22** | ** ** | **euros** | ** ** |   |
| **TEG**                                                      | **10/01/04** | ** **        | **6.32%**  | ** ** | ** ** | ** ** |   |
| **Annual facial rate before  interest’s increase****:** | ** **   | **6.15%**         | ** ** | ** ** | ** ** |   |
|                                                              |              |                   |            |  |  |  |  |  |

 
| **Maturity date** | ** ** | **Annual  rate** | ** ** | **Principal outstanding  amount before maturity** | ** ** | **Repayment**    | ** ** | **Interests**    | ** ** | **Total  due on maturity** | ** ** |
|-------------------|------------|------------------|------------|---------------------------------------------------|------------|------------------|------------|------------------|------------|----------------------------|------------|
| **11/02/2004**    | ** ** | **6.17**         | **%**      | **43,425,926.22**                                 | ** ** | **0.00**         | ** ** | **2,281,456.93** | ** ** | **2,281,456.93**           | ** ** |
| **05/02/2005**    | ** ** | **6.34**         | **%**      | **43,425,926.22**                                 | ** ** | **0.00**         | ** ** | **1,364,710.20** | ** ** | **1,364,710.20**           | ** ** |
| **11/02/2005**    | ** ** | **6.33**         | **%**      | **43,425,926.22**                                 | ** ** | **0.00**         | ** ** | **1,386,661.12** | ** ** | **1,386,661.12**           | ** ** |
| **05/02/2006**    | ** ** | **6.34**         | **%**      | **43,425,926.22**                                 | ** ** | **0.00**         | ** ** | **1,364,710.20** | ** ** | **1,364,710.20**           | ** ** |
| **11/02/2006**    | ** ** | **6.33**         | **%**      | **43,425,926.22**                                 | ** ** | **0.00**         | ** ** | **1,386,661.12** | ** ** | **1,386,661.12**           | ** ** |
| **05/02/2007**    | ** ** | **6.34**         | **%**      | **43,425,926.22**                                 | ** ** | **0.00**         | ** ** | **1,364,710.20** | ** ** | **1,364,710.20**           | ** ** |
| **11/02/2007**    | ** ** | **6.33**         | **%**      | **43,425,926.22**                                 | ** ** | **0.00**         | ** ** | **1,386,661.12** | ** ** | **1,386,661.12**           | ** ** |
| **05/02/2008**    | ** ** | **6.34**         | **%**      | **43,425,926.22**                                 | ** ** | **108,564.82**   | ** ** | **1,368,388.68** | ** ** | **1,476,953.50**           | ** ** |
| **11/02/2008**    | ** ** | **6.33**         | **%**      | **43,317,361.40**                                 | ** ** | **108,564.82**   | ** ** | **1,379,527.12** | ** ** | **1,488,091.94**           | ** ** |
| **05/02/2009**    | ** ** | **6.34**         | **%**      | **43,208,796.58**                                 | ** ** | **130,277.78**   | ** ** | **1,357,890.53** | ** ** | **1,488,168.31**           | ** ** |
| **11/02/2009**    | ** ** | **6.33**         | **%**      | **43,078,518.80**                                 | ** ** | **130,277.78**   | ** ** | **1,375,574.03** | ** ** | **1,505,851.81**           | ** ** |
| **05/02/2010**    | ** ** | **6.34**         | **%**      | **42,948,241.02**                                 | ** ** | **151,990.74**   | ** ** | **1,349,706.92** | ** ** | **1,501,697.66**           | ** ** |
| **11/02/2010**    | ** ** | **6.33**         | **%**      | **42,796,250.28**                                 | ** ** | **151,990.74**   | ** ** | **1,366,565.78** | ** ** | **1,518,556.52**           | ** ** |
| **05/02/2011**    | ** ** | **6.34**         | **%**      | **42,644,259.54**                                 | ** ** | **173,703.71**   | ** ** | **1,340,159.38** | ** ** | **1,513,863.09**           | ** ** |
| **11/02/2011**    | ** ** | **6.33**         | **%**      | **42,470,555.83**                                 | ** ** | **173,703.71**   | ** ** | **1,356,171.64** | ** ** | **1,529,875.35**           | ** ** |
| **05/02/2012**    | ** ** | **6.34**         | **%**      | **42,296,852.12**                                 | ** ** | **195,416.67**   | ** ** | **1,332,830.74** | ** ** | **1,528,247.41**           | ** ** |
| **11/02/2012**    | ** ** | **6.33**         | **%**      | **42,101,435.45**                                 | ** ** | **195,416.67**   | ** ** | **1,340,825.33** | ** ** | **1,536,242.00**           | ** ** |
| **05/02/2013**    | ** ** | **6.34**         | **%**      | **41,906,018.78**                                 | ** ** | **238,842.59**   | ** ** | **1,316,972.50** | ** ** | **1,555,815.09**           | ** ** |
| **11/02/2013**    | ** ** | **6.33**         | **%**      | **41,667,176.19**                                 | ** ** | **238,842.59**   | ** ** | **1,330,532.77** | ** ** | **1,569,375,36**           | ** ** |
| **05/02/2014**    | ** ** | **6.33**         | **%**      | **41,428,333.60**                                 | ** ** | **260,555.56**   | ** ** | **1,301,242.47** | ** ** | **1,561,798.03**           | ** ** |
| **11/02/2014**    | ** ** | **6.33**         | **%**      | **41,167,778.04**                                 | ** ** | **260,555.56**   | ** ** | **1,313,868.25** | ** ** | **1,574,423.81**           | ** ** |
| **05/02/2015**    | ** ** | **6.33**         | **%**      | **40,907,222.48**                                 | ** ** | **303,981.48**   | ** ** | **1,283,784.66** | ** ** | **1,587,766.14**           | ** ** |
| **11/02/2015**    | ** ** | **6.33**         | **%**      | **40,603,241.00**                                 | ** ** | **303,981.48**   | ** ** | **1,294,760.95** | ** ** | **1,598,742.43**           | ** ** |
| **05/02/2016**    | ** ** | **6.32**         | **%**      | **40,299,259.52**                                 | ** ** | **347,407.41**   | ** ** | **1,266,648.31** | ** ** | **1,614,055.72**           | ** ** |
| **11/02/2016**    | ** ** | **6.32**         | **%**      | **39,951,852.11**                                 | ** ** | **347,407.41**   | ** ** | **1,269,133.28** | ** ** | **1,616,540.69**           | ** ** |
| **05/02/2017**    | ** ** | **6.31**         | **%**      | **39,604,444.70**                                 | ** ** | **390,833.34**   | ** ** | **1,239,511.16** | ** ** | **1,630,344.50**           | ** ** |
| **11/02/2017**    | ** ** | **6.30**         | **%**      | **39,213,611.36**                                 | ** ** | **2,952,962.98** | ** ** | **1,245,035.27** | ** ** | **4,197,998.25**           | ** ** |
| **05/02/2018**    | ** ** | **6.30**         | **%**      | **36,260,648.38**                                 | ** ** | **586,250.00**   | ** ** | **1,132,251.38** | ** ** | **1,718,501.38**           | ** ** |
| **11/02/2018**    | ** ** | **6.28**         | **%**      | **35,674,398.38**                                 | ** ** | **3,756,342.62** | ** ** | **1,128,809.89** | ** ** | **4,885,152.51**           | ** ** |
| **05/02/2019**    | ** ** | **6.27**         | **%**      | **31,918,055.76**                                 | ** ** | **781,666.67**   | ** ** | **991,935.96**   | ** ** | **1,773,602.63**           | ** ** |
| **11/02/2019**    | ** ** | **6.23**         | **%**      | **31,136,389.09**                                 | ** ** | **4,646,574.11** | ** ** | **978,645.54**   | ** ** | **5,625,219.65**           | ** ** |
| **05/02/2020**    | ** ** | **6.20**         | **%**      | **26,489,814.98**                                 | ** ** | **1,020,509.27** | ** ** | **817,339.40**   | ** ** | **1,837,848.67**           | ** ** |
| **11/02/2020**    | ** ** | **6.15**         | **%**      | **25,469,305.71**                                 | ** ** | **5,667,083.37** | ** ** | **787,460.83**   | ** ** | **6,454,544.20**           | ** ** |
| **11/02/2021**    | ** ** | **6.15**         | **%**      | **19,802,222.34**                                 | ** ** | **5,558,518.56** | ** ** | **1,217,836.67** | ** ** | **6,776,355.23**           | ** ** |
| **11/02/2022**    | ** ** | **6.15**         | **%**      | **14,243,703.78**                                 | ** ** | **6,557,314.86** | ** ** | **875,987.78**   | ** ** | **7,433,302.64**           | ** ** |
| **11/02/2023**    | ** ** | **6.15**         | **%**      | **7,686,388.92**                                  | ** ** | **7,686,388.92** | ** ** | **472,712.92**   | ** ** | **8,159,101.84**           | ** ** |

 

35

----

 

**APPLICABLE SCHEDULE TO ORDINARY LOAN B TO THEFINANCE COMPANY**

 

36

----

 

**CAISSE DES DEPÔTS ET CONSIGNATIONS**

 

**DIRECTION DES FONDS D’EPARGNE**

 
| **REPAYMENT SCHEDULE**                                   | ** **   | ** **         | ** ** |
|----------------------------------------------------------|--------------|--------------------|------------|
| ** **                                               | ** **   | ** **         | ** ** |
| **Participating loan’s transfer up  to :**          | ** **   | **125,000,000.00** | ** ** | **euros** | ** ** |
| ** **                                               | ** **   | ** **         | ** ** | ** ** | ** ** |
| **Contract’s number after the 2004  restructuring** | ** **   | **1 xxx xxx**      | ** ** | **B  ordinary loan to the Finance Company** | ** ** |
| ** **                                               | ** **   | ** **         | ** ** |   | ** ** |
| **Borrower’s number**                               | ** **   | **000 123 608**    | ** ** | **EURO  DISNEYLAND S.N.C.** | ** ** |
| ** **                                               | ** **   | ** **         | ** ** | ** ** | ** ** |
| **Principal amount**                                     | ** **   | **125,000,000.00** | ** ** | **euros** | ** ** |
| **TEG**                                                  | **10/01/04** | ** **         | **5.38%**  | ** ** | **Before 2nd ranking  mortgage** | ** ** |
| **Annual facial rater before  interest’s increase** | ** **   | **5.15%**          | ** ** | ** ** | ** ** |
|                                                          |              |                    |            |  |  |  |

 
| **Maturity date** | ** ** | **Annual  rate** | ** ** | **Principal outstanding  amount before maturity** | ** ** | **Repayment**     | ** ** | **Interests**    | ** ** | **Total  due on maturity** | ** ** |
|-------------------|------------|------------------|------------|---------------------------------------------------|------------|-------------------|------------|------------------|------------|----------------------------|------------|
| **11/02/2004**    | ** ** | **5.17**         | **%**      | **125,000,000.00**                                | ** ** | **0.00**          | ** ** | **6,457,803.87** | ** ** | **6,457,803.87**           | ** ** |
| **05/02/2005**    | ** ** | **5.34**         | **%**      | **125,000,000.00**                                | ** ** | **0.00**          | ** ** | **3,308,407.26** | ** ** | **3,308,407.26**           | ** ** |
| **11/02/2005**    | ** ** | **5.33**         | **%**      | **125,000,000.00**                                | ** ** | **0.00**          | ** ** | **3,361,318.22** | ** ** | **3,361,318.22**           | ** ** |
| **05/02/2006**    | ** ** | **5.34**         | **%**      | **125,000,000.00**                                | ** ** | **0.00**          | ** ** | **3,308,407.26** | ** ** | **3,308,407.26**           | ** ** |
| **11/02/2006**    | ** ** | **5.33**         | **%**      | **125,000,000.00**                                | ** ** | **0.00**          | ** ** | **3,361,318.22** | ** ** | **3,361,318.22**           | ** ** |
| **05/02/2007**    | ** ** | **5.34**         | **%**      | **125,000,000.00**                                | ** ** | **0.00**          | ** ** | **3,308,407.26** | ** ** | **3,308,407.26**           | ** ** |
| **11/02/2007**    | ** ** | **5.33**         | **%**      | **125,000,000.00**                                | ** ** | **0.00**          | ** ** | **3,361,318.22** | ** ** | **3,361,318.22**           | ** ** |
| **05/02/2008**    | ** ** | **5.34**         | **%**      | **125,000,000.00**                                | ** ** | **312,500.00**    | ** ** | **3,317,273.94** | ** ** | **3,629,773.94**           | ** ** |
| **11/02/2008**    | ** ** | **5.33**         | **%**      | **124,687,500.00**                                | ** ** | **312,500.00**    | ** ** | **3,344,075.99** | ** ** | **3,656,575.99**           | ** ** |
| **05/02/2009**    | ** ** | **5.34**         | **%**      | **124,375,000.00**                                | ** ** | **375,000.00**    | ** ** | **3,291,876.39** | ** ** | **3,666,876.39**           | ** ** |
| **11/02/2009**    | ** ** | **5.33**         | **%**      | **124,000,000.00**                                | ** ** | **375,000.00**    | ** ** | **3,334,445.54** | ** ** | **3,709,445.54**           | ** ** |
| **05/02/2010**    | ** ** | **5.34**         | **%**      | **123,625,000.00**                                | ** ** | **437,500.00**    | ** ** | **3,272,039.34** | ** ** | **3,709,539.34**           | ** ** |
| **11/02/2010**    | ** ** | **5.33**         | **%**      | **123,187,500.00**                                | ** ** | **437,500.00**    | ** ** | **3,312,611.48** | ** ** | **3,750,111.48**           | ** ** |
| **05/02/2011**    | ** ** | **5.34**         | **%**      | **122,750,000.00**                                | ** ** | **500,000.00**    | ** ** | **3,248,896.12** | ** ** | **3,748,896.12**           | ** ** |
| **11/02/2011**    | ** ** | **5.33**         | **%**      | **122,250,000.00**                                | ** ** | **500,000.00**    | ** ** | **3,287,418.35** | ** ** | **3,787,418.35**           | ** ** |
| **05/02/2012**    | ** ** | **5.34**         | **%**      | **121,750,000.00**                                | ** ** | **562,500.00**    | ** ** | **3,231,082.89** | ** ** | **3,793,582.89**           | ** ** |
| **11/02/2012**    | ** ** | **5.33**         | **%**      | **121,187,500.00**                                | ** ** | **562,500.00**    | ** ** | **3,250,269.89** | ** ** | **3,812,769.89**           | ** ** |
| **05/02/2013**    | ** ** | **5.34**         | **%**      | **120,625,000.00**                                | ** ** | **687,500.00**    | ** ** | **3,192,691.19** | ** ** | **3,880,191.19**           | ** ** |
| **11/02/2013**    | ** ** | **5.33**         | **%**      | **119,937,500.00**                                | ** ** | **687,500.00**    | ** ** | **3,225,275.31** | ** ** | **3,912,775.31**           | ** ** |
| **05/02/2014**    | ** ** | **5.33**         | **%**      | **119,250,000.00**                                | ** ** | **750,000.00**    | ** ** | **3,154,231.33** | ** ** | **3,904,231.33**           | ** ** |
| **11/02/2014**    | ** ** | **5.33**         | **%**      | **118,500,000.00**                                | ** ** | **750,000.00**    | ** ** | **3,184,553.63** | ** ** | **3,934,553.63**           | ** ** |
| **05/02/2015**    | ** ** | **5.33**         | **%**      | **117,750,000.00**                                | ** ** | **875,000.00**    | ** ** | **3,111,418.00** | ** ** | **3,986,418.00**           | ** ** |
| **11/02/2015**    | ** ** | **5.33**         | **%**      | **116,875,000.00**                                | ** ** | **875,000.00**    | ** ** | **3,137,745.75** | ** ** | **4,012,745.75**           | ** ** |
| **05/02/2016**    | ** ** | **5.32**         | **%**      | **116,000,000.00**                                | ** ** | **1,000,000.00**  | ** ** | **3,069,172.00** | ** ** | **4,069,172.00**           | ** ** |
| **11/02/2016**    | ** ** | **5.32**         | **%**      | **115,000,000.00**                                | ** ** | **1,000,000.00**  | ** ** | **3,075,013.41** | ** ** | **4,075,013.41**           | ** ** |
| **05/02/2017**    | ** ** | **5.31**         | **%**      | **114,000,000.00**                                | ** ** | **1,125,000.00**  | ** ** | **3,002,574.17** | ** ** | **4,127,574.17**           | ** ** |
| **11/02/2017**    | ** ** | **5.30**         | **%**      | **112,875,000.00**                                | ** ** | **8,500,000.00**  | ** ** | **3,014,776.49** | ** ** | **11,514,776.49**          | ** ** |
| **05/02/2018**    | ** ** | **5.30**         | **%**      | **104,375,000.00**                                | ** ** | **1,687,500.00**  | ** ** | **2,741,560.12** | ** ** | **4,429,060.12**           | ** ** |
| **11/02/2018**    | ** ** | **5.28**         | **%**      | **102,687,500.00**                                | ** ** | **10,812,500.00** | ** ** | **2,731,581.99** | ** ** | **13,544,081.99**          | ** ** |
| **05/02/2019**    | ** ** | **5.27**         | **%**      | **91,875,000.00**                                 | ** ** | **2,250,000.00**  | ** ** | **2,399,653.43** | ** ** | **4,649,653.43**           | ** ** |
| **11/02/2019**    | ** ** | **5.23**         | **%**      | **89,625,000.00**                                 | ** ** | **13,375,000.00** | ** ** | **2,365,188.50** | ** ** | **15,740,188.50**          | ** ** |
| **05/02/2020**    | ** ** | **5.20**         | **%**      | **76,250,000.00**                                 | ** ** | **2,937,500.00**  | ** ** | **1,973,516.03** | ** ** | **4,911,016.03**           | ** ** |
| **11/02/2020**    | ** ** | **5.15**         | **%**      | **73,312,500.00**                                 | ** ** | **16,312,500.00** | ** ** | **1,898,112.70** | ** ** | **18,210,612.70**          | ** ** |
| **11/02/2021**    | ** ** | **5.15**         | **%**      | **57,000,000.00**                                 | ** ** | **16,000,000.00** | ** ** | **2,935,500.00** | ** ** | **18,935,500.00**          | ** ** |
| **11/02/2022**    | ** ** | **5.15**         | **%**      | **41,000,000.00**                                 | ** ** | **18,875,000.00** | ** ** | **2,111,500.00** | ** ** | **20,986,500.00**          | ** ** |
| **11/02/2023**    | ** ** | **5.15**         | **%**      | **22,125,000.00**                                 | ** ** | **22,125,000.00** | ** ** | **1,139,437.50** | ** ** | **23,264,437.50**          | ** ** |

 

37

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