Exhibit 4.14(b)

Translation for information purposes only

EURO DISNEYLAND IN FRANCE - PHASE IB

Advances Agreement dated March 25, 1991

Amended and Restated

Between

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

As Borrowers

And

EDL HOTELS S.C.A.

As Guarantor

And

THE LENDERS

And

CALYON
Lenders’ Agent

Security Agent

Financial Agent

And

THE DEPOSITARIES

Table of Contents

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BETWEEN:

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

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

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

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

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

6.             CENTRE DE DIVERTISSEMENTS ASSOCIES S.N.C., a private company (“société en nom collectif”), the registered office of which is located at Immeubles Administratifs, Route Nationale 34, 77700 Chessy,

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

PARTY OF THE FIRST PART,

AND:

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

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

PARTY OF THE SECOND PART

AND:

8.             THE PARTNERS of the Borrowers and the other financial institutions the names of which are listed in Schedule I to the Agreement,

(hereinafter collectively referred to as the “Lenders” or individually as a “Lender”)

PARTY OF THE THIRD PART,

9.             CALYON, a joint-stock company (“société anonyme”), the registered office of which is located at ▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ La Défense,

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(hereinafter referred to as the “Lenders’ Agent”)

PARTY OF THE FOURTH PART,

AND:

10.           CALYON, a joint-stock company (“société anonyme”), the registered office of which is located at ▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ La Défense,

(hereinafter referred to as the “Security Agent”)

PARTY OF THE FIFTH PART,

11.           CALYON, a joint-stock company (“société anonyme”), the registered office of which is located at ▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ La Défense,

(hereinafter referred to as the “Financial Agent”)

PARTY OF THE SIXTH PART,

AND:

12.           THE DEPOSITARIES, the names and addresses of which are listed in Schedule II,

PARTY OF THE SEVENTH PART.

WHEREAS

(A)          Under the terms of the Phase IB Advances Amendment and Restatement Agreement dated December 1, 2004, the parties to that agreement have agreed (a) to establish a consolidated version of the advances agreement dated March 25, 1991 including the modifications resulting from four amendments dated respectively August 10, 1994, July 12, 1995, May 15, 1996, May 16, 2003 and the authorizations and waivers requests relating to the Covenants, particularly the request dated September 6, 1999; (b) to modify such consolidated version in order to (i) clear the text of all historical provisions that have become irrelevant, update certain obsolete references, clarify the drafting of certain articles and (ii) implement the Memorandum of Agreement; and (c) to restate the Advances Agreement dated March 25, 1991 in all its unamended provisions, pursuant to the terms of the amended and restated agreement attached as a schedule to that agreement.

(B)           This amended and restated agreement constitutes that schedule.

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

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

SECTION I - INTERPRETATION

ARTICLE 1 - DEFINITIONS

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

“Advances” means the outstanding principal amount of the long-term advances made to the SNC Borrowers by the Lenders under the Agreement.

“Agreement” means the advances agreement dated March 25, 1991, between the Borrowers, EDL Hotels SCA as Guarantor, the Lenders and CALYON as Lenders’ Agent, Security Agent and Financial Agent, as amended and restated.

“Agreement with the Insurance Advisor” means the agreement dated May 19, 2000 between the Insurance Advisor, the Financial Agent and the Lenders’ Agent.

“Authorized Investments” means any of the following investments:

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

(b)    The purchase of or the subscription to portions of debt mutual funds (“fonds commun de créances”) which at the time of the purchase have a rating which fulfill the criteria set forth in subparagraph (a) above;

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

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

(e)     the opening of any sight account or the making of deposits with any Depositary in a Designated Account;

(f)     the purchase of or the subscription to any obligation issued or guaranteed by the European Economic Community, the European Investment Bank or the International Bank for Reconstruction and Development;

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

and provided that, except in the event of prior consent thereto by the Financial Agent and the Lenders’

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Agent, such investments:

(i)                       may only be denominated in French francs and may not mature more than six (6) months after the date of their acquisition, subscription or establishment;

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

(iii)      must be recorded as credit to a cash Designated Account or a security Designated Account, or be subject to a pledge held by a Depositary.

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

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

“Centre de Congrès Newport SAS” means the company Centre de Congrès Newport SAS, a simplified share company (“société par actions simplifiée”), the registered office of which is located at Immeubles Administratifs, Route Nationale 34, 77700 Chessy, and the share capital of which is in totality held, directly or indirectly, by TWDC.

“Common Agreement” means the common agreement dated August 10, 1994, between Euro Disney S.C.A. acting both in its own name and in the name and for the account of its subsidiaries appearing in a schedule to that agreement, EDL Hôtels S.C.A., acting both in its own name and in the name and for the account of its subsidiaries appearing in a schedule to that agreement, Euro Disneyland S.N.C., the Hotel S.N.C.s, the Phase IA Banks, the Phase IA Partners, the Phase ▇▇ ▇▇▇▇▇, the Phase IB Lenders and the CDC, as amended in connection with the authorization or waiver requests, in particular the requests dated September 25, 1995, September 6, 1999, September 7, 2001 and September 30, 2002, and as amended and restated at the Restatement Date, in accordance with the Amendment and Restatement Agreement to the Common Agreement.

“Construction Lease Agreement” means each construction lease agreement between one of the Borrowers and EDL Hotels and relating to the land of one of the Phase IB Installations.

“Convention Centre Construction Lease” means the construction lease agreement dated May 15, 1996 between EDL Hotels and Centre de Congrès Newport SAS, relating to Parcel F, a certified copy of which has been delivered to the Financial Agent.

“Convention sur le Rang” means the provisions relating to the respective rights of the Banks and the Lenders on the mortgages granted pursuant to Article 17.2 (Security Interests), and which appear in any mortgage document referred to in the provisions of said Article 17.2.

“Credit-Bail Agreement” means each financial lease agreement between one of the Borrowers and a Leasing Company with respect to one of the Phase IB Installations.

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

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

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attached as Schedule IV.

“Designated Account(s)” means, in the singular, any SCA Designated Account or any SNC Designated Account, in the plural, all of the SCA Designated Accounts and the SNC Designated Accounts.

“Development Agreement” means the development and commission agreement dated March 25, 1991, between the Borrowers and Euro Disney S.C.A. relating to the construction and completion of the Phase IB Installations, as well as to the supply and installation of furniture and equipment included in the Phase IB Installations.

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

“EDL Hotels Loan Agreement” means the loan agreement between EDL Hotels and the Borrowers with respect to two subordinated loans in an initial amount of, on August 10, 1994, FRF 1,222,164,000 and FRF 1,338,778,815 respectively, and for which the total outstanding amount is € 331,657,833.82 as of September 30, 2004.

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

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

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

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

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

“EURIBOR” means:

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

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

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TARGET Date as described in paragraph (i) above, the annual rate as determined by the Lenders’ Agent as being equal to the arithmetic mean (rounded, if necessary, to the next highest one sixteenth of a percent (1/16^th%)) of the rates provided to it by each of the Reference Banks as being the annual rate at which deposits in euros for a period with a duration identical to that of the considered Interest Period and for amounts comparable to that of the Advance in question that are offered on the European interbank market at 11:00 a.m. (Brussels time) on this second TARGET Date by first tier banks.

If the EURIBOR rate is to be determined by reference to the rates provided by the Reference Banks in accordance with the preceding paragraph and if, despite the request of the Lenders’ Agent, one or more of the Reference Banks do not provide a rate to the Lenders’ Agent for an Interest Period, the Lenders’ Agent will determine EURIBOR on the basis of the rates provided by the other Reference Banks.  If, despite the request of the Lenders’ Agent, the Lenders’ Agent does not receive any rates or receives a rate from only one Reference Bank, the provisions of Article 3.3 will apply.

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

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

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

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

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

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

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

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

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

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

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

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

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“Guarantor” means EDL Hotels.

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

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

“lntercreditor Agreement” means the agreement among the Banks, the Lenders, the Financial Agent, the Lenders’ Agent, the Security Agent and the Depositaries relating to, among other things, the implementation mechanisms of the security interests provided for in Article 17 (Guarantee – Security Interests) and to the conditions for the application of the provisions of Article 13 (Event of Default).

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

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

“Interest Period Determination Request” means, for Tranche C Advances, a request to determine an Interest Period for a new Interest Period, substantially in the form of the model attached as Schedule III.

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

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

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

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

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

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

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

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

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

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which is attached as Schedule X.

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

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

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

“Parcel F” designates the land parcel of approximately 6,552 sq. m. retrieved from the initial land basis of the Construction Lease Agreement concluded between EDL Hotels and Newport Bay Club Associés SNC and which is the subject of the Convention Centre Construction Lease, the map of which is attached as Schedule X.

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

“Partners” means the partners of the Borrowers.

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

“Phase IB Advances Amendment and Restatement Agreement” means the agreement dated December 1, 2004 relating to the amendment and restatement of the Agreement.

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

“Phase IB Documents” means the Credit-Bail Agreements, the Development Agreement, the Construction Lease Agreements, the Technical and Administrative Assistance Agreement, the sub-license agreement between Euro Disney S.C.A. and EDL Hotels, the EDL Hotels Loan Agreement and the Credit Agreement and all amendments to any of the above documents.

“Phase IB Installations” means the Hotel New York, the Newport Bay Club, the Sequoia Lodge, the Cheyenne Hotel, the Hotel Santa Fe and the Entertainment Center, as well as any attached or related installations, as described in the Schedule to the Development Agreement.

“Quarterly Maturity Date” means the last Business Day of March, June, September and December.

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

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

“Repayment Period” means, for each Borrower and for Tranche B Advances, the period included between

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January 1 following the Fiscal Year during which this Borrower shall, for the first time, make a Tax Income and the date on which all Advances are repaid.

 “Restatement Date” means the date on which all the conditions precedent set forth in the Phase IB Advances Amendment and Restatement Agreement and not waived by the Lenders’ Agent shall be satisfied.

“SCA Designated Account(s)” means, in the singular, each of the cash accounts or securities accounts pledged in favor of the Banks and the Lenders and governed by the provisions of the Agreement and the Credit Agreement, which could be opened by EDL Hotels with the Security Agent and each of the Depositaries, and, in the plural, all such accounts.

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

“SCA Subordinated Loan Designated Account(s)” means, in the plural, those SCA Designated Accounts in which the proceeds of the subordinated loan of an initial amount of one billion seven hundred seventy five million Francs (FRF 1,775,000,000) granted by Euro Disney S.C.A. to EDL Hotels under the EDL-SCA Loan Undertaking, and the Authorized Investments created by the use of these proceeds, will be deposited, and, in the singular, each of those SCA Designated Accounts.

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

“SNC Designated Account(s)” means, in the singular, each of the cash accounts or the securities accounts pledged in favor of the Banks and the Lenders which are governed by the provisions of the Agreement and the Credit Agreement, which could be opened by one or more SNC Borrowers with the Security Agent and each of the Depositaries, and, in the plural, all such accounts.

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

“TARGET Day” means any full day when the payment system denominated the Trans-European Automated Real-Time Gross settlement Express Transfer functions for payments in euros.

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

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

“Tranche” equally means Tranche B or Tranche C.

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

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

“Tranche B Advance(s), Tranche C Advance(s)” in the singular means the portion of an Advance relating to the corresponding Tranche; in the plural means the total amount of Advances relating to the

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corresponding Tranche.

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

For the sole purpose of the application of articles 5.2, 10.1, 10.2 (L) and 10.4 (C) and (F) of the Agreement, Accepted procedures, Computer Model, Estimated Available Cash Applied to the Debt Service of Unsubordinated Indebtedness, Estimated Interest on Subsequent Indebtedness, Estimated Operating Costs, Financial Computer Model, Operating Costs, Operations Computer Model, Phase ▇▇ ▇▇▇▇▇ Income, Phase IB Estimated Net Income, Provisions for Renewal of Material and Installation, Subordinated Indebtedness, Subsequent Indebtedness, Unsubordinated Indebtedness, Unsubordinated Indebtedness Debt Coverage Ratio, Unsubordinated Indebtedness Annual Debt Coverage Ratio, Organizing and Planning have the meaning initially defined in the Agreement (before the signature of amendment n°1dated August 10, 1994) it being agreed that the references in said Accepted Procedures on February 5, 2009 are considered as being references to the Final Maturity Date and that the references to article 11 (Unforeseen Circumstances) of the Agreement will be considered as being references to article 10 (Covenants).

Except where otherwise provided, all of the accounting terms used in the Agreement have the meaning given thereto under the Accepted Procedures or, in the absence thereof, that given under French law and the accounting rules which are applicable in France.

The definitions of the accounting terms contained in the Accepted Procedures have been developed by taking into consideration the concepts used in the preparation of the Computer Model.

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SECTION II - OBLIGATIONS

ARTICLE 2 - OBLIGATIONS OF THE LENDERS AND THE BORROWERS

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

As a result, the failure by one Lender to participate or the failure of one Lender to fulfill any of its obligations under the Agreement will not in any way result in any of the other Lenders becoming liable therefor and will not release the other Lenders from the fulfillment of any of their obligations arising under the Agreement.

2.2           The Borrowers will be jointly and severally liable for the fulfillment of their obligations arising under the Agreement and joint and several debtors of the sums owed to the Lenders pursuant to the Agreement.

2.3           EDL Hotels will be joint and several guarantor under the Guarantee for the performance by the Borrowers of their obligations under the Agreement.

ARTICLE 3 - INTEREST

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

3.2           Subject to the provisions of Article 3.3 below, the interest rate applicable to each Interest Period for each Advance of the Tranche C will be equal to EURIBOR increased by the Margin pursuant to the provisions set forth below, and will be calculated by the Lenders’ Agent who will immediately notify the Borrower or Borrowers in question, to EDL Hotels as Guarantor and to the Lenders.

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

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

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

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

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

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

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

With respect to any request for an Interest Period with a duration of two, nine or twelve (2, 9 or 12) months, any Lender which has not provided notice of its refusal to agree to the duration of said Interest Period to the Lenders’ Agent no later than 11:00 a.m. (Paris time) on the third Business Day preceding the first day of the new Interest Period, will be deemed to have accepted said duration. If the duration of a requested Interest Period of two, nine or twelve (2, 9 or 12) months has been refused by the Majority Lenders on said third Business Day, the Lenders’ Agent must so inform the Borrower or Borrowers in question no later than three 3:00 p.m. (Paris time) on the same day, and the Interest Period will have a duration of six (6) months, except if, at no later than 11:00 a.m. (Paris time) on the following Business Day, the Lenders’ Agent receives a new Interest Period Determination Request for an Interest Period of one (1) or three (3) months.

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

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

3.4           Notwithstanding any provision to the contrary in the Agreement, in the event that on a date on which an interest rate must be determined for a Tranche C Advance and due to circumstances which affect the inter-bank market: (a) the Lenders, all the participations of which in the Tranche C Advances represent at least sixty percent (60%) of the total amount of the Tranche C have notified the Lenders’ Agent that EURIBOR or EONIA, as the case may be no longer reflects the actual refinancing cost of their participation in the Tranche C Advances or (b) the Lenders’ Agent, after consulting the Reference Banks determines – which determination will be absolutely binding on the parties - that it is not possible to determine the interest rate in accordance with the above provisions and with the definition of EURIBOR (or EONIA, as the case may be) for the Interest Period in question, the Lenders’ Agent must immediately notify the Borrowers, EDL Hotels and each of the Lenders thereof.

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

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

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

3.5           The interest payable pursuant to the Agreement, whether payable under Article 3 or under any

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other article of the Agreement, will be calculated using the exact number of days elapsed on the basis of a 360-day year.

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

ARTICLE 4 - REPAYMENT OF THE ADVANCES

(A)          Tranche B Advances

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

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

(B)           Tranche C Advances

Each Advance must be repaid on each of the dates and up to the percentages indicated in the repayment schedule attached as Schedule VI.

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

ARTICLE 5 - PREPAYMENT

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

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

(C)           Any prepayment must:

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

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

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

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

(D)          All notices made by the Borrowers with respect to a prepayment are irrevocable. The prepaid amounts may not be re-borrowed.

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

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

(B)           Simultaneously with the above repayments:

(a)            the Borrowers in question must pay

(i)      the accrued interest on the repaid amounts;

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

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

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

(ii’)    an indemnity equal to the value updated on the date of repayment, at a rate equal to the Average Rate of Return of the Government bonds from 7 to 30 years (TME), interests relating to Tranche B Advances, for the period between the date of this repayment and the maturity date of the Credit-Bail Agreements, such interest will be calculated by applying to the repaid amount the indicative depreciation profile of the Tranche B Advances as it will appear, on the date of early repayment, from the Computer Model and, in all events, with a final date of theoretical repayment identical to the maturity date of the Credit-Bail Agreements.

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

5.3           (A)          Any prepayment made in application of article 5.1 of the Agreement will be subject, in addition to the conditions provided in said article 5.1, to the prepayment on a pro rata basis of the Senior Debt in accordance with the provisions of article 5 of the Common Agreement.

(B)           Any amount prepaid in application of article 5.1 above will be deducted from the repayment amounts resulting from the repayment schedule attached as Schedule VI, in the inverse repayment date order, i. e. beginning from the last repayment date.

ARTICLE 6 - ACCOUNTS

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

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

ARTICLE 7 - PROVISIONS CONCERNING THE LOAN ACCOUNTS AND THE DESIGNATED ACCOUNTS

7.1           Opening and operation of the Loan Accounts

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

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

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

(E)           It is credited:

(a)           by debiting an SNC Designated Account;

(b)           with any insurance payment relating to Phase IB and paid to a Borrower, other than payments for civil liability;

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

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

(G)           Any instruction to debit a SNC Loan Account will be sent by the Borrowers to the Security Agent with a copy to the Lenders’ Agent and the Financial Agent no later than 12:00 p.m. (Paris time) on the Business Day preceding the one on which the transfer is to be made. In the absence of instructions to the contrary from the Lenders’ Agent or the Financial Agent no later than 5:00 p.m. (Paris time) on the same Business Day, the Security Agent will execute said transfer on the scheduled date.

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

7.2           Opening and operation of the Designated Accounts

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

Each Depositary must inform the Security Agent, the Lenders’ Agent and the Financial Agent of the opening of a Designated Account without  said Depositary immediately after the opening thereof.

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

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

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17.2(D).

EDL Hotels and the SNC Borrowers hereby irrevocably agree that liquidation proceeds or the income from any Authorized Investment will be immediately credited to the cash Designated Account opened with the Depositary with which the Designated Account in which the Authorized Investment is registered is opened.

7.2.4        The SNC Designated Accounts will operate as follows:

(A)          they may be only credited:

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

(b)           with the liquidation proceeds or the income from an Authorized Investment in accordance with the provisions of Article 7.2.3 above;

(B)           they may only be debited:

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

(b)           with the amount necessary to make the Authorized Investment.

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

(C)           they may not have debit balances.

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

7.3           Special provisions for the pledge of the Designated Accounts and the Authorized Investments

7.3.1        Cash accounts

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

The Depositary with which the Designated Account is opened will have EDL Hotels or the Borrowers, as the case may be, sign the pledge instrument and then immediately forward said instrument to the Security Agent which will execute the registration formalities, notify the Depositary thereof and forward a copy of proof of said formalities to the Lenders’ Agent and the Financial Agent.

Any pledge instrument for a cash SNC Designated Account must be signed by each SNC Borrower in the name of which said account is opened.

7.3.2        Securities accounts

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

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

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

The formalities to create the pledge on the Designated Account on which the securities are credited or on the securities resulting from an Authorized Investment must be completed as follows:

(A)          Securities deposited in an account and equivalent securities issued on the basis of foreign laws:

EDL Hotels and each Borrower hereby expressly authorize, effective immediately, each Depositary and the Security Agent, with the right to act individually, to sign in their name and on their behalf any declaration of a pledge on a Designated Account. As a result, upon creation of a pledge on a Designated Account, the Depositary in question or the Security Agent will sign in the name of EDL Hotels or in the name of the Borrower(s) in question, as the case may be, a pledge declaration, obtain from the account holder a certificate of account pledge, and if necessary forward said certificate to the Security Agent. Models of the above pledge declaration and certificate are attached at Schedules 2, 3 and 4 to the model master pledge agreements attached at Schedules VIII (E) and (F) to the Agreement.

(B)           Other securities

(a)           Registered securities governed by foreign law: EDL Hotels and each Borrower hereby agree to sign any instrument necessary under the applicable legislation in order to pledge in favor of the Lenders and the Banks, represented by the Security Agent, all of the securities in question, to complete all necessary formalities and to sign any other documents necessary for the validity of said pledge under the legislation in question. The validity thereof must be certified in a legal opinion from legal counsel (“conseil juridique”) or attorney (“avocat”) of the country in question, which must be previously agreed to by the Security Agent and the Financial Agent.

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

(c)           Other negotiable debt securities:

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

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Agent and each Depositary, with the right to act individually, to sign in its name and on its behalf a pledge instrument substantially in the form of the model attached at Schedule 2 of the model master pledge agreements attached as Schedules VIII (H) and (I). The Depositary must, immediately upon the purchase of said securities, take physical possession of the certificates evidencing said securities and hold said certificates until the liquidation of the Authorized Investment to which they correspond or will have provided instructions to a third party to hold them on its behalf. The Depositary will forward to the Security Agent the pledge instrument immediately after the signature thereof.

(ii)           securities evidencing indebtedness payable on demand: if said securities are governed by French law, each Borrower hereby agrees to provide to the Depositary these securities after having endorsed them as a guarantee. When said securities correspond to Authorized Investments made by the SNC Borrowers, each certificate must be endorsed by each of the SNC Borrowers in the name of which the Authorized Investment has been made. If said securities are governed by foreign law, the provisions of paragraph (A) above will apply mutatis mutandis.

7.4           Provisions concerning, the operation of the SNC Loan Account and the SNC Designated Accounts

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

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

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

7.5           Freezing the operations in the Designated_. Accounts or the Loan Accounts

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

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ARTICLE 8 - ORDER TO ALLOCATE THE AMOUNTS RECEIVED BY THE LENDERS’ AGENT - DISTRIBUTION TO THE LENDERS

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

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

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

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

(D)          payment of any commissions due pursuant to the Agreement;

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

(F)           repayment of the principal due pursuant to the Agreement, beginning with the oldest maturity dates.

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

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

EDL Hotels and each Borrower hereby expressly acknowledge that the amounts due to each Lender under the Agreement will be determined after application of the above provisions.

SECTION III - GENERAL CONDITIONS

ARTICLE 9 - REPRESENTATIONS AND WARRANTIES OF THE BORROWERS

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

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

9.2           the signature of the Agreement and the Phase IB Documents and the granting of the security

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interests provided for in Article 17 (Guarantee – Security Interest) have, when necessary, been duly authorized by the competent company authorities;

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

9.4           all necessary administrative authorizations for the construction of the Phase IB Installations have been obtained;

9.5           the signature of the Agreement and the Phase IB Documents and its performance of its obligations thereunder do not contravene any provision of its bylaws or any term of any contract or commitment to which it is party or by which it is bound or violate in any way any laws and regulations applicable to it;

9.6           the Agreement is, and will remain a legal, valid and binding obligation of such Borrower in accordance with its terms;

9.7           the repayment of the principal and the payment of interest, commissions and other fees in connection with the Agreement do not require the approval of any public authority, other than those approvals which have already been obtained;

9.8           there are no actions suits or proceedings before any arbitral tribunal, judiciary or administrative court or, to the knowledge of EDL Hotels or of said Borrower, overtly threatened, which could prevent or prohibit the signature or the performance of the Agreement, the Guarantee or the Phase IB Documents, or which could have a material adverse effect on its operations, assets, or financial condition or which could have a material adverse effect on the ability of EDL Hotels or of such Borrower to perform its obligations hereunder, under the Guarantee (regarding EDL Hotels) or under the Phase IB Documents or, more generally, on the construction and operation of the Phase IB Installations;

9.9           to its knowledge, after reasonable inquiry, no event which could have a material adverse effect on its financial condition, which has not been communicated to the Lenders’ Agent in writing, has occurred.

All representations and warranties made in this article 9 must be accurate in all material respects and must remain accurate until the payment or repayment in full of all amounts due to the Lenders hereunder.

ARTICLE 10 - COVENANTS

10.1         Covenants to Inform

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

(A)          to respect and perform its information covenants provided in paragraph 1 (“Information Covenants”) of the Covenants:

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(B)           to cooperate with the Expert or the Insurance Advisor in connection with the preparation of the reports which must be prepared pursuant to, as the case may be, the Covenants, any Agreement with the Expert or the Insurance Provisions;  EDL Hotels agrees to bear the costs arising therefrom in accordance with the provisions of the Common Agreement, any Agreement with the Expert, the Agreement with the Insurance Advisor and the Agreement;

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

(a)           all tax estimates relating to taxes which are due or become due are established with care on an appropriate basis;

(b)           each information as well as any other official report:

(i)            is true, accurate and complete in all material respects concerning questions of fact,

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

(D)          (a)           to ensure that:

(i)            the balance sheets, income statements and schedules provided to the Lenders in accordance with paragraph 1 of the Covenants are established in conformity with French accounting principles, as applied consistently from year to year;

(ii)           such financial statements are regular and genuine and provide a true picture of the results of the relevant Fiscal Year or any part thereof;

(b)           and to inform the Lenders’ Agent of any circumstance or material fact which occurs after the date on which such financial statements were prepared, the non-disclosure of which would cause such financial statements to be misleading;

(E)           to provide to the Lenders’ Agent a copy of any official opinion or administrative notice which is material to the construction and operation of the Phase IB Installations which has been sent or received by the relevant Borrower or EDL Hotels pursuant to any Phase IB Documents;

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

(G)           as soon as practicable, to furnish to the Lenders’ Agent any information that the Lenders’ Agent, acting on behalf of the Lenders, may reasonably request in connection with Phase IB Assets or Phase IB Installations, provided that the Borrowers will have no obligation to provide information to the Lenders’ Agent pursuant to this paragraph if EDL Hotels certifies that, in its opinion, the result thereof would be to disclose confidential information concerning the pricing policy or to disclose technical or operational know-how and such disclosure to competitors would be likely to harm said Borrower; in such a case, the provisions of article 26.4 will apply.

10.2         Project-related Covenants EDL Hotels and each of the Borrowers covenant and agree, until all the advances made by the Lenders under the Agreement are repaid in full and all of their other obligations hereunder have been performed:

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(A)          to fulfill all of its obligations under the Phase IB Documents;

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

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

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

(E)           to provide to the Lenders’ Agent, as soon as it is signed, a copy of any modification or amendment to any of the Phase IB Documents, the Master Agreement (in so far as it relates to the Phase IB), and of any other agreement or material additional amendment to any of the Phase IB Documents or which is executed pursuant to a Phase IB Document, or of any agreement concerning Phase IB to which EDL Hotels or said Borrower and one or more Disney Affiliates is a party, and relating to the supply of services, or the grant of a license pertaining to an intellectual property right, by one or more of the Disney Affiliates;

(F)           to do its utmost to obtain and maintain all authorizations as may be necessary, from time to time, to comply with and ensure the enforceability of its obligations under the Phase IB Documents, and to fulfill all of the conditions and obligations related to such authorizations;

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

(H)          with respect to insurance:

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

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

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

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

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

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

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

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

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

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

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

(b)                                 unless under an obligation not to do so pursuant to any other provision of the Agreement, to use all of the means available to it which an experienced professional would judge reasonable, necessary or appropriate to cure such breach and to protect and defend the Phase IB Assets against said claim or formal notice, including recourse to attorneys to bring the claim or defend such claim and to contest or have withdrawn such claim or demand or to obtain the discharge of same;

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

(a)                                  any representative or agent designated by the Lenders’ Agent or the Expert to have access to the Phase IB Assets and to inspect or observe all Phase IB Installation during normal business hours, to the extent that the exercise of said rights is normally called for by such representative or agent pursuant to the Agreement or in connection with the exercise of rights or performance of obligations arising therefrom, provided that said representative or agent will comply with all of the instructions and conditions that EDL Hotels may reasonably impose during such visits;

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

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

(L)                                 to maintain, until the Final Maturity Date, all accounting documents and records to enable, upon five (5) Business Days prior notice by the Lenders’ Agent, the verification of the amount and the use of the Phase ▇▇ ▇▇▇▇▇ Revenues;

(M)                            to take, at its own expense, all measures and execute all instruments, as may be necessary from time to time, to allow the Security Agent and the Lenders to create and maintain the security interests described in Article 17 (Guarantee – Security Interests);

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

(O)                               not to agree to any substantial modification, cancellation or conventional rescission of the Gaumont Construction Lease without having obtained the prior consent of the Financial Agent and the Lenders’ Agent;

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

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

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

(S)                                 not to agree to any modification to the TWDC Undertaking without having obtained the prior consent of the Majority Banks and the Majority Lenders;

(T)                                in the event that any Credit-Bail Agreement might expire before the last repayment date of the Tranche B Advances, to extend this expiration date no later than six months before said expiration date at the concerned Borrower’s costs.  The new expiration date of said Credit-Bail Agreement will be the theoretical final repayment date of the IB Advances in accordance with Article 4 (A) (Tranche B Advances), this date being estimated at the time of said extension based on the then available technical information and projections.

10.3         Covenants Related to the Construction Lease Agreements EDL Hotels and the Borrowers expressly agree that any rentals due and payable under any of the Construction Lease Agreements are subordinate to the prior payment of all amounts then due and payable under the Agreement and the Credit Agreement.

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

(A)                              terminate said Construction Lease Agreement;

(B)                                proceed with any conservatory or enforcement measure with respect to the property of such Borrower,

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

(D)                               in general, raise against the Lenders or the Banks under the Agreement or the Credit Agreement any defense based on a breach of the Construction Lease Agreements by the Borrowers.

10.4         General Covenants

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

(A)                              it will use the amounts withdrawn from the SCA Loan Account or the SNC Loan Account only to credit a Designated Account, and will not use the Agreement nor refer to its existence as a guarantee in order to obtain any other credit facility or financing, regardless of the purpose of such credit facility or financing;

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

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

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

(b)                                 indebtedness for borrowed money granted by another Borrower;

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

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

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

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

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to the Banks under the Credit Agreement, and: either (a) the lenders making the loan corresponding to such indebtedness do not have the opportunity to accelerate the amounts due to them under such indebtedness without the prior consent of the Majority Lenders and the Majority Banks, or (b) the repayment terms of said loan depend on the existence of available cash after servicing the Unsubordinated Indebtedness and no repayment is due in the absence of such cash, and the repayment date of the principal of said loan is subsequent to the Final Maturity Date;  or

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

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

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

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

(a)                                  liens described in Article 17 (Guarantee – Security Interests) of the Agreement and Article 17 (Guarantee – Security Interests) of the Credit Agreement; or

(b)                                 liens arising by operation of law or from a judicial decision as a result of the normal activity of EDL Hotels or of such Borrower, provided that such liens do not result from the failure of EDL Hotels or of such Borrower to comply with its obligations, that a request for the release of such liens is made promptly by EDL Hotels or such Borrower before a competent court and that EDL Hotels or such Borrower pursues the proceedings with diligence in order to obtain the cancellation or release of such liens;

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

(d)                                 liens granted to creditors which have a debt subordinated to that of the Lenders under the Agreement or to that of the Banks under the Credit Agreement or

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security interests granted to secure the subordinated indebtedness intended to replace the loan granted under the EDL-SCA Loan Undertaking;

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

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

(a)                                  filing a request or demand or adopting a resolution to dissolve or, in a Borrower’s case, to participate in a merger;

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

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

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

For the purposes of this paragraph, the following will constitute a transfer by EDL Hotels or a Borrower of “a significant part of its assets”:

(i)                                     any sale or contribution by EDL Hotels to a third party of all or part of the business (“fonds de commerce”) concerning one of the Phase IB

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Installations; and

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

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

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

(I)                                    not to enter into any agreement pursuant to which it acts as guarantor or co-debtor, or becomes responsible for the performance of any commitment whatsoever, other than as provided herein or in the Phase IB Documents;

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

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

ARTICLE 11 - UNFORESEEN CIRCUMSTANCES

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

(A)                              the Lender concerned must immediately inform the Lenders’ Agent in writing; the Lenders’ Agent must then in turn immediately so inform EDL Hotels and each of the Borrowers. This written notice must set forth the estimated amount of the cost increase or of the remuneration reduction resulting therefrom, as well as all supporting documentation therefor;

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

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

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

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

(b)                                 during the course of the seven (7) Business Days following the last day of said period of thirty (30) days, repay all of the amounts then due to the Lender(s) as principal, interest and commissions increased, as appropriate, by any expenses or fees borne by the Lender(s) as a result of said prepayment.

11.2         The provisions of Articles 11.1(A), (B), (C) and (D)(b) will also apply in the event that one or more Lenders have been subject to any measure the result of which is to render their participation in the Agreement illegal.

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

ARTICLE 12 - PAYMENTS

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

12.2         All payments due under the Agreement and received by the Lenders’ Agent on behalf of the Lenders will be distributed on the value date of the receipt thereof by the Lenders’ Agent, pro rata in accordance with the participation of the Lenders in the total Advances amount.

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

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

12.5         The Borrowers will not be required to execute any withholding of French taxes on the income from loans made under the Agreement by Lenders located in France.

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

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In the event that under a new legislative or regulatory provision, the payment of interest or any other sum gives rise to a deduction or any tax, withholding or duty whatsoever, the Borrower in question must:

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

(B)                                or repay in advance that portion of the Advances, increased by any accrued interest which gives rise to said deduction, tax, withholding or duty to the greatest extent possible prior to the entry into force of the new legislative or regulatory provision.

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

ARTICLE 13 - EVENTS OF DEFAULT

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

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

(B)                                a Borrower defaults on the payment when due of any commissions, fees and ancillary payments pursuant to the Agreement, and said default continues unremedied more than fifteen (15) Business Days after notice thereof requesting that such default be remedied has been given to such Borrower by the Lenders’ Agent or the Security Agent;

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

(D)                               a representation made by a Borrower or EDL Hotels in the Agreement, in the Phase IB Advances Amendment and Restatement Agreement, or in any certificate, report, instrument or opinion delivered or signed pursuant to the Agreement or to the Phase IB Advances Amendment and Restatement Agreement, proves to be inaccurate in any material respect on the date as of which made or deemed to be made, or ceases to be accurate after any such dates, and said inaccuracy will continue unremedied for a period of thirty (30) days after notice thereof requesting that said inaccuracy be remedied has been given to the Borrower or to EDL Hotels in question by the Lenders’ Agent;

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

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

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or guaranteed by said Borrower or EDL Hotels, of an amount equal to or in excess of one million five hundred thousand euros (€1,500,000) with respect to a Borrower, and seven million five hundred thousand euros (€7,500,000) with respect to EDL Hotels, occurs and is the subject of a notice by the creditor or creditors in question or results in the acceleration of said debt or constitutes a ground for calling said guarantee (unless the existence of said breach or event of default, the payability of such debt or the merits of calling the guarantee, as the case may be, are being contested in good faith by said Borrower or EDL Hotels and said claim is promptly brought before a competent court, in which case the existence of breach or event of default, the default in the payment of said debt or the failure to honor said guarantee, as the case may be, will not constitute an Event of Default until said claim will have been finally settled by a court decision);

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

(H)                               subject to the provisions of Article 10.4 (E), a Borrower or EDL Hotels grants any security interest to secure any present or future debt, without the prior consent of the Majority Lenders;

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

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

(K)                               one of the Borrowers or EDL Hotels requests the appointment of a conciliator under article L. 611-3 and following of the Commercial Code, enters into an amicable arrangement with its creditors, is subject to a judicial decision to liquidate such Borrower or EDL Hotels or to sell all of the enterprise, or admits its inability to pay its debts;

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

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

(N)                               a Phase IB Document ceases to be in full force and effect or the performance of the obligations thereunder becomes unlawful, or any of such documents are terminated (other than on their contractual termination date) and, as a result thereof, the ability of the Borrower or of EDL Hotels to perform its obligations under the terms of the Agreement or the Guarantee is compromised;

(O)                               a Borrower or EDL Hotels breaches provisions of a law or allows the non-compliance with any mandatory regulation concerning the construction, safety, maintenance or operation of the Phase IB Installations, or fails in a material respect, or authorizes its co-contractor to fail in a material respect, to perform its obligations under any of the Phase IB Documents, or said co-contractor fails in a material respect to perform any of its obligations and as a result thereof the ability of the Borrower or of EDL Hotels to perform its obligations under the Agreement or the Guarantee is compromised;

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(P)                                 Euro Disney S.C.A. (a) ceases holding (i) the number of shares of Euro Disney Associés held on the Restatement Date, or (ii) at least two thirds of the share capital of Euro Disney Associés or (iii) at least ninety seven percent (97%) of Euro Disney Commandité S.A.S. (b) ceases being listed on the Paris stock market (Bourse de Paris) except as a result of a de-listing initiated by the market authorities, (c) carries out a business activity different from those of (i) holding its interest in Euro Disney Associés and Euro Disney Commandité SAS, (ii) making available to Euro Disney S.C.A. its cash surplus in accordance with paragraph 7 of the Covenants, (iii) providing administrative services to Euro Disney Associés, and (iv) remaining a party under the agreements not having been transferred pursuant to the Contribution Agreement or (d) modifies its corporate purpose or its fiscal year as compared to those provided for in the bylaws amended by its shareholders’ extraordinary general meeting convened notably to decide on the Contribution.

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

(R)                                any of the insurance policies described the “Insurance Provisions” is terminated or modified without the consent of the Majority Lenders to the extent that, as a result thereof, the risk of the Lenders under the Agreement is increased;

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

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

(U)                               the operation of the Phase IB Installations is abandoned or the Phase IB Installations are completely destroyed;

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

(W)                           a Borrower modifies its form or corporate purpose or EDL Hotels modifies its corporate purpose in a significant manner and without the consent of the Majority Lenders;

(X)                               EDL Hotels amortizes its share capital, or the net worth of EDL Hotels becomes less than half of its share capital and such situation is not remedied during the time period provided by law or EDL Hotels prepays any part of the loan granted pursuant to the EDL-SCA Loan Undertaking and the amount so prepaid is not replaced by the proceeds of another subordinated debt of the same amount (with the same provision applying to the latter debt) or EDL Hotels prepays the subordinated loan the initial amount of which is FRF 465,000,000 granted by Euro Disney S.C.A. on March 25, 1991;

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

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

(Z)                                the provisions of the bylaws of Euro Disney Associés S.C.A. relating to the Management Fees, the Remuneration Agreement, the Technical and Administrative Assistance Agreement, the loan agreement between Euro Disney S.C.A. and Euro Disneyland S.N.C. dated August 10, 1994, as modified by amendment n°1 dated September 30, 1999, the EDL-SCA Loan Undertaking, the ED SCA-EDL Hotels Loan, the EDL Hotels Loan Agreement, the Disney Undertaking, the Euro Disney Undertaking, the Standby Revolving Credit Facility, the Standby Revolving Credit Supplemental Agreement, the New Revolving Credit Facility, the CDC Loan Agreements, the CDC Second Park Agreements, any CDC Subordinated Long Term Debt Agreement, the License Agreement, the License Supplemental Agreement, the Conference Centre Lease, the Centre Lease Supplemental Agreement or the Funds Agreement is modified (except where the modifications concern a point of no material significance and have received the prior approval of the Lenders’ Agent, such approval. not to be unreasonably refused), or ceases to be valid or is not respected by Euro Disney S.C.A., by Euro Disney Associés S.C.A., by TWDC, by the Disney Affiliated Company concerned or by the company which will be substituted to TWDC;

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

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

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

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

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

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

Euro Disney S.C.A. or Euro Disney Associés shall be able to restore the amount, as the case may be, of the DSCR or of the Forecast DSCR, due to, either through (i) new money by way of shareholders’ equity or Subordinated Indebdtedness of Euro Disney Associés or (ii) forgiveness of debts (with or without a “return to better fortune” clause (“clause de retour à meilleure fortune”)) or payment deferrals, in each case, allowing payments only after the date on which all amounts due (in principal and interests) under the CDC

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Second Park Loan Agreements and the CDC Subordinated Long Term Debt Agreements have been fully paid and been the subject of subordination agreement to be entered into with CDC (the “Restoration Amount”).

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

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

(ii)             the Restoration Amount having the effect of restoring the Forecast DSCR.

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

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

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

(AF)                       Euro Disney Associés SCA makes any payment under the Royalties and Management Fees in respect of any of the three quarters from January 1 to September 30, 2003 contrary to the terms of the letters dated March 28, 2003 sent respectively by The ▇▇▇▇ Disney Company (Netherlands) B.V. and by Euro Disney S.A. to Euro Disney S.C.A.;

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

(AH)                     Euro Disney Associés S.C.A. modifies the conditions attached to the definition of the Subordinated Long Term Debt as they are provided in the letter referred to in (ii) of the definition of the Supplemental License Agreement, in the agreements referred in to (ii) of the definition of the Remuneration Agreement and in the provisions relating to the interests in the CDC Second Park Agreements;

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

(i)                                     the sum of all remuneration including commissions, interest, bonuses, or any other remuneration paid to Euro Disney S.C.A. will not exceed 3 months EURIBOR less 50 basis points per annum; in the event of any change in the tax rules and regulations which are currently applicable resulting in tax deductibility of interest relating to the cash advances to Euro Disney Associés S.C.A. no longer being satisfactory, the parties shall enter into discussions and shall use their best endeavours so as to agree on new terms and conditions allowing the interest relating to such advances to be satisfactorily deductible from a tax point of view.

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

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

(iii)          moreover, with respect to the partner’s advance granted pursuant to the Cash Agreement, Euro Disney S.C.A. will be entitled to request repayment if and to the extent necessary to cover the payment of its costs and expenses, and up to the € 5 million cap applicable to its annual operating budget (which may vary, after the Financial Year 2005, in accordance with the annual inflation rate) net of any income (including the dividends in respect of the Financial Year N-1 and other payments)

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

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

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

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

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

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

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

under the Agreement can be declared due and payable in advance only insofar as the amounts owed under the Credit Agreement are held due and payable in advance.

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

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

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

(a)                                  regarding the Lenders’ Proportional Portion in Interest, by applying to the cumulated amount of the interest effectively paid by the Borrowers on the date in question under the Credit Agreement and under the Agreement, the percentage represented by the cumulated amount of the interest due and payable (whether paid or not) on the date in question under the Agreement, compared to the cumulated amount of interest due and payable (whether paid or not) on this same date under both Agreements;

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

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

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

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

ARTICLE 14 - LATE PAYMENT INTEREST

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

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

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

Late payment interest must be paid in euros.

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

ARTICLE 15 - COMMISSIONS

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

ARTICLE 16 - EXPENSES

16.1         The Borrowers hereby agree to pay the Lenders’ Agent on behalf of the Lenders the amount of any loss suffered by any Lenders as a result of:

(A)                              prepayment in accordance with Article 11 of the Agreement (Unforeseen Circumstances) or as a result of the occurrence of any Event of Default;

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

Said losses will be calculated as the difference between:

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

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

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

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

16.3         Any expenses incurred by the Lenders for the preparation, negotiation and signature of the Agreement will be paid to the Lenders’ Agent by the Borrowers upon presentation of evidence thereof, up to a limit determined by separate agreement.

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

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

ARTICLE 17 - GUARANTEE - SECURITY INTERESTS

17.1                           Guarantee

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

17.2                           Security Interests

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

(A)                               Mortgages

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

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

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

provided that:

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

(ii’)          such first priority registrations will be on an equal basis with the security interests which are granted in favor of the Banks under the Credit Agreement to secure the Loans;

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

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

(b)                                 Under the terms and conditions of the instruments creating the mortgages set forth in the Convention sur le Rang, it is formally agreed that the holders of the above registrations will have no right to exercise their rights arising from such registrations individually, and in particular the right to seize property; any enforcement measure will be taken by a decision of the Majority Lenders of which the total of the participation in the Loans and the Tranche C Advances is equal to at least sixty percent (60%) of the Loans or Tranche C Advances or by a decision of the Majority Banks.

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

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

In the event that the registration period of any mortgage referred to in the present Article is likely to expire before the Final Maturity Date, the Borrowers already expressly, irrevocably and firmly agree to renew the mortgage registration until the Final Maturity Date (increased by two years), at the expense of EDL Hotels which undertakes to it, and at the first request of the Lenders’ Agent, who may make it at any time. Any renewal referred to in the present paragraph shall be made at the mortgages registry office having jurisdiction at the latest three months before its expiration date.

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

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

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

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

(D)                                Pledge of Bank Accounts and Authorized Investments:

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

(E)                                  Pledge of the Receivables

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

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17.3         Enforcement of the Security Interests and the Guarantee

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

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

17.4         Order of Enforcement of the Security Interests

The security interests will be enforced in the following order:

(A)                              enforcement of the pledges;

(B)                                enforcement of the mortgages;

provided, however, that:

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

(b)                                 the other security interests may be enforced independently of or simultaneously with the enforcement of the Guarantee; the decision to enforce the Guarantee will belong to the Lenders’ Agent, unless the Majority Lenders have given instructions to the contrary; and

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

17.5         Sharing among the Lenders and the Banks

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

17.6         Distribution among the Lenders and the Banks of the Amounts Generated from the Enforcement of the Security Interests other than the Mortgages

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

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set forth in Article 8 (Order to Allocate the Amounts Received by.-the Lenders’ Agent - Distribution to the Lenders) and divided among the Lenders and the Banks as follows:

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

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

(C)           the portion of amounts available for the commissions due hereunder will be distributed pro rata according to the amounts of the same nature due under the Advances and the Loans respectively;

(D)          the portion of amounts available for the payment of interest at the contractual rate or any amounts which may be due to the Banks under Articles 11 (Unforeseen Circumstances) or 16.1, will be distributed between the Lenders and the Banks pro rata with respect to the amounts of same nature of interests due under the Advances and the Loans, respectively; and

(E)           the portion of the amounts available for the repayment of principal amounts due will be distributed among the Lenders and the Banks pro rata according to their respective principal amounts due under the Advances and the Loans.

17.7         Allocation of the Proceeds Generated by the Enforcement of the Mortgages

The amounts generated by the enforcement of the mortgages as described in Article 17.2 (Security Interests) above will be distributed among the Lenders and the Banks in the order set forth in Article 17.6 (Distribution between the Banks and the Lenders of the Amounts Generated from the Enforcement of Security Interests other than the Mortgages), provided that such distribution will be made pro rata with respect to the respective amounts of the same nature due under Tranche C Advances only, on the one hand, and under the Loans, on the other hand.

SECTION IV - AGENTS

ARTICLE 18 - LENDERS’ AGENT

18.1         Each of the Lenders hereby irrevocably authorizes the Lenders’ Agent to take all measures and exercise all powers in performance of the Agreement on its behalf which are expressly provided for or delegated to the Lenders’ Agent pursuant to the Agreement.

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

18.2         The Lenders’ Agent will not be liable to the Borrowers, the Guarantor or the Lenders, except in the event that the Lenders’ Agent breaches its express obligations under the Agreement.

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

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

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

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

18.3         The Lenders’ Agent may rely upon any document which it believes to be authentic or which is signed by an individual or individuals duly authorized therefor and upon any communication from the Reference Banks which it believes has been made by an authorized individual and, with respect to legal issues, it may rely on the opinions of its legal advisers.

18.4         Each Borrower will reimburse the Lenders’ Agent for all expenses reasonably incurred by the Lenders’ Agent as a result of the exercise or the protection of any rights of the Lenders arising under the Agreement, including the fees and expenses of legal advisers, after having informed the Borrower in question prior thereto. In the event that a Borrower or the Guarantor defaults in the fulfillment of this obligation, each Lender will pay to the Lenders’ Agent a portion of these expenses in proportion to its share of the total amount of the Advances.

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

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

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

18.7         In the event of an Event of Default concerning any of the Borrowers, the Borrower in question or, failing that, the Guarantor, will indemnify the Lenders’ Agent for all direct losses incurred by the Lenders’ Agent in its capacity as Lenders’ Agent under the Agreement. In the event that the Borrower or the Guarantor defaults in the fulfillment of this obligation, each of the Lenders will indemnify the Lenders’ Agent in proportion to its share of the total amount of Advances.  In such event neither the Borrower in question nor the Guarantor will be relieved of its obligations under this article.

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

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

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

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amendment of any of the provisions of the Agreement without the prior consent of all of the Lenders, except in the event of an amendment the sole purpose of which is to clarify one of the provisions of the Agreement.

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

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

ARTICLE 19 - SUCCESSORS TO THE LENDERS’ AGENT

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

Subsequent to such a resignation or dismissal, the Majority Lenders will designate a new Lenders’ Agent, subject to the acceptance by each of the Borrowers, which may not be refused without valid reason and which will be deemed to have been provided in the absence of a response therefrom within fifteen (15) days following a request made for said acceptance from the Lenders’ Agent.

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

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

For as long as a new Lenders’ Agent has not been designated and has not accepted its duties, the out-going Lenders’ Agent will continue to fulfill its obligations.

ARTICLE 20 - AUTHORITY OF THE SECURITY AGENT

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

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

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

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

(B)                                the validity of any instruments establishing the security interests, to the extent that said instruments substantially conform with the corresponding models attached to the Agreement or which have been approved by the Lenders’ Agent;

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

(D)                               the failure by the Borrowers to fulfill their various obligations under the Agreement or by EDL Hotels to fulfill its obligations under the Guarantee;

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

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

The Security Agent will only act upon instructions of the Majority Lenders.

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

20.2         With respect to its participation in the Agreement as a Lender, the Security Agent will have the same rights, powers and obligations as the other Lenders and may exercise them as if it were not the Security Agent.

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

•                                          to the Financial Agent upon a decision of the Majority Banks to foreclose on the mortgaged property;

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

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

20.4         Each of the Lenders hereby agrees to reimburse the Security Agent, upon receipt of proof thereof, for all expenses reasonably incurred by the Security Agent as a result of the fulfillment of its duties and to indemnify the Security Agent for all costs, damages, expenses, fees, penalties or losses and for the direct consequences of any claim or any judgment made against said Security Agent as a result of the exercise of its duties to the extent that the Borrowers and the Guarantor has not reimbursed the Security Agent under Article 16.2.

20.5         The Security Agent will distribute any insurance indemnities received as Security Agent in accordance with the provisions of Article 17.2 (Security Interests) paragraph (B).

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

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

It may be dismissed from its duties as Security Agent at any time by the Majority Lenders which will not be required to justify their decision. Subsequent to such a resignation or dismissal, the Majority Lenders will designate a new Security Agent. The new Security Agent so designated will succeed to all of the rights and obligations of the preceding Security Agent.

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

SECTION V- MISCELLANEOUS

ARTICLE 21 - BENEFICIARIES OF THE AGREEMENT

21.1         The Agreement binds the Borrowers and the Lenders, as well as their respective successors and assigns (“ayants-droit”) and each of them is a beneficiary hereunder.

21.2         No Borrower may sell or otherwise transfer its rights arising under the Agreement without the prior written consent of all of the Lenders.

21.3         Each of the Lenders (hereinafter the “Selling Lender”) will have the right to sell or otherwise transfer all or part of its rights and obligations under the Tranche C Advances, for a minimum amount of €1,372,041 (said minimum amount will not apply to the sale or transfer of the balance of the rights and obligations of the Lender in question) to any other bank or banking institution with a sound reputation, provided that prior notice thereof is provided to the Lenders’ Agent and subject to the prior written consent of each of the Borrowers, which consent may not be refused without valid reason, under the condition that, with respect to the Selling Lender, it will have complied with any law, regulation or practice relating to the Borrowers identifications procedures; it being specified that any sale of rights and obligations relating to Tranche C shall necessary be held by a Partner.

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

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

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

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

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ARTICLE 22 - NOTICES

22.1         Any notice, request or communication which may or must be made pursuant to the Agreement must be made by letter, telex, or fax.

22.2         Any notice, request or communication which must be made or any document which must be provided by a party to another party pursuant to the Agreement must be prepared and delivered to the address of said other party as indicated in Schedule I or in Schedule II to the Agreement and at the beginning of this Agreement.

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

22.4         Any notice to the Lenders’ Agent must be provided to CALYON, 9 quai du President ▇▇▇▇ ▇▇▇▇▇▇, 92920 La Défense, to the attention of ▇▇▇▇-▇▇▇▇▇ Cariou (tel: ▇▇.▇▇.▇▇.▇▇.▇▇ / fax: ▇▇.▇▇.▇▇.▇▇.▇▇) and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (tel: ▇▇.▇▇.▇▇.▇▇.▇▇ / fax: ▇▇.▇▇.▇▇.▇▇.▇▇)

ARTICLE 23 - LANGUAGE

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

ARTICLE 24 - EXERCISING RIGHTS - ABSENCE OF WAIVER

24.1         All of the rights granted to the Lenders by the Agreement or by any other document provided in fulfillment or upon the signature of the Agreement which are rights arising as a matter of law will be cumulative and may be exercised at any time.

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

ARTICLE 25 - RENUNCIATION OF RECOURSE

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

(A)                              any recourse which they may have or which they believe they may have with respect to any Partner of any of the Borrowers with respect to any obligation of said Borrower pursuant to the Agreement; and

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

ARTICLE 26 - CONFIDENTIALITY

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

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

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to the extent that these buyers have signed a confidentiality agreement substantially identical to the provisions of this Article 26, and to their advisers or independent consultants (among the latter the Independent Expert and the Insurance Adviser) all information related in any manner to any of the Phase IB Documents (information, data and reports) which are made available or communicated thereto by any of the Borrowers, by a Disney Affiliate or by any of their agents or independent advisers pursuant to the Agreement; and

(B)                                to not disclose such information to a third party other than to such buyers, advisers and consultants without the prior written consent of EDL Hotels which may not be refused without justification, with the exception of:

(a)                                  information which has become available to the public other than through a violation of the provisions of this Article 26;

(b)                                 disclosures required by applicable law;

(c)                                  disclosures required by a competent court or government body;

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

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

26.2         The Lenders’ Agent, the Security Agent and each of the Lenders must take all reasonable steps to ensure that all confidential information which they receive from the Borrowers under the Agreement and which this provided to their employees, advisors or independent consultants is only provided to the extent necessary for the successful administration of the Agreement and, in all cases, provided that the information is kept confidential with respect to third parties.

26.3         The provisions of this Article 26 will remain in force after the full payment of all amounts due by the Borrowers under the Agreement.

26.4         In the event that EDL Hotels issues a certificate as provided for under Articles 10.1(G) and 10.2(K) certifying that the provision of certain information would result in the disclosure of confidential information regarding the pricing policy and technical know-how or relates to the operation of the Euro Disneyland Project in France and that such a disclosure to competitors might be harmful to the Project, the Lenders’ Agent may, by providing written notice to EDL Hotels, request that information be provided to it, subject to the condition that the Lenders’ Agent and each of the Lenders which desire to receive this information must individually provide to EDL Hotels a written confidentiality agreement with substantially the same terms as the provisions of this Article 26, but which expressly governs the information provided at that time.

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

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express written consent of The ▇▇▇▇ Disney Company prior to such usage, which it may in its sole discretion refuse to give.  The provisions of the previous sentence will survive and continue to apply after any termination or expiration of the Agreement, or the determination of any mandatory or optional nullity affecting the Agreement in whole or in part.

ARTICLE 27 - BORROWERS IDENTIFICATION PROCEDURES

27.1         If:

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

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

(iii)          an assignment or transfer contemplated by a Lender of its rights and obligations under the present agreement to a party which is not already a Lender

obliges the Lenders’ Agent or a Lender (or, in the hypothesis of paragraph (iii) above, the new potential Lender) to conform to borrowers identification procedures and it does not already hold the necessary information, each Borrower will, upon the request of the Lenders’ Agent or of the Lender in question, provide without delay or make sure to be provided, any documentation or other evidence reasonably requested by the Lenders’ Agent (on its own behalf or on behalf of a Lender) or by such Lender (on its own behalf or, in the hypothesis described in paragraph (iii) above, on behalf of the new potential Lender) in order for the Lenders’ Agent, the relevant Lender, or in the hypothesis described in paragraph (iii) above, the new potential Lender, to be able to accomplish and consider that it has satisfactorily carried out the borrowers identification procedures required pursuant to the applicable laws and regulations, in light of the transactions contemplated in the Agreement.

27.2                           Each Lender will on the request of the Lenders’ Agent provide without delay or make sure to be provided, any documentation or other evidences reasonably requested by the Lenders’ Agent (on its own behalf or on behalf of a Lender) in order for the Lenders’ Agent to be able to accomplish and to consider that it has satisfactorily carried out the borrowers identification procedures required pursuant to the applicable laws and regulations, in light of the transactions contemplated in the Agreement.

ARTICLE 28 - EFFECTIVE GLOBAL INTEREST RATE

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

ARTICLE 29 - PARTICIPATION OF THE FINANCIAL AGENT

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

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ARTICLE 30 - PARTICIPATION OF THE DEPOSITARIES

The Depositaries are participating in the Agreement in order to acknowledge all provisions of the Agreement concerning the mechanisms for the operation of the accounts to be opened by the Borrowers and of the securities related thereto and to agree to comply therewith.

ARTICLE 31 - APPLICABLE LAW - CHOICE OF FORUM

31.1         The Agreement will be governed by French law.

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

Amended and Restated in Paris

at the Restatement Date.

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Schedule I
The Lenders

Tranche B

▇▇

Tranche C

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Schedule II
The Depositaries (Dépositaires)

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

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

A model form of letter from a Borrower to CALYON in order to determine a new Interest Period in accordance with the provisions of article 3.2 of the Agreement.]

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Schedule IV
Depositaries Accession (Acte d’adhésion des Dépositaires)

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

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

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Schedule V
Insurance Provisions (Dispositions sur les Assurances)

Part One (I)
General provisions

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

A document stating the general provisions related to insurance of Phase IB assets setting forth definitions, guarantees, information relating to the insurance, events of default, allocation of indemnities and security interests and delegations.]

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Schedule V

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

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

A document stating the specific provisions regarding insurance in connection with the Operation Phase, notably material damages, civil liability, ancillary insurance and operating losses.]

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Schedule V

Part Three (III)
Mandatory Amendment (Avenant obligatoire)

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

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

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Certificate of insurance

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

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

A model form of the certificate that the insurance brokers insuring for the account of the Borrowers must send to the Financial Agent and to the Lenders’ Agent, with a notice of delegation attached whereby the Borrowers delegate the insurance broker for the payment of any insurance indemnities, in favor of the Banks.]

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

(amount in euros)

Repayment Schedule for the Phase IB Advances – Tranche C