Purpose : Signing of the Tranche E loan agreement. Dear Sir, We are referring to the Tranche E loan agreement a model of which is attached to this letter (the “Agreement E”).Loan Agreement • January 14th, 2005 • Euro Disney S C A • Services-membership sports & recreation clubs
The terms and expressions starting with a capital letter and not defined in this letter will have the meaning given to them in the Agreement E.
FOURTH AMENDMENT TO THE LICENSE AGREEMENTThe License Agreement • January 14th, 2005 • Euro Disney S C A • Services-membership sports & recreation clubs
FOURTH AMENDMENT, dated as of November 30, 2004, to the license agreement dated as of February 28, 1989, as amended by a First Amendment dated as of January 1, 1991, a Second Amendment dated as of March 1, 1993 and a Third Amendment dated as of June 10, 1994 (the “License Agreement”).
EURO DISNEYLAND IN FRANCE - PHASE IB Credit Agreement dated March 25, 1991 Amended and Restated Between EDL HÔTELS S.C.A.Euro Disney S C A • January 14th, 2005 • Services-membership sports & recreation clubs
Agent’s counsel Slaughter and May 112, avenue Kléber 75116 Paris Borrowers’ counsel Freshfields Bruckhaus Deringer 2 - 4 rue Paul Cézanne 75008 Paris
AMENDMENT TO ARTICLE 8 OF THE AGREEMENT ON THE CREATION AND THE OPERATION OF EURO DISNEYLAND EN FRANCEEuro Disney S C A • January 14th, 2005 • Services-membership sports & recreation clubs
• EURO DISNEYLAND S.N.C., a [French] Société en Nom Collectif having its registered office in CHESSY (77777), Route Nationale 34, Immeubles Administratifs, registered with the Meaux Registry of Commerce and Companies under number B 350 141 818,
MEMORANDUM OF AGREEMENT dated 8 June, 2004 among Euro Disney SCA Euro Disneyland SNC EDL Hôtels SCA The Hotel SNCs (as herein defined) The Walt Disney Company Caisse des Dépôts et Consignations The Lenders (as herein defined) BNP Paribas CALYON the...Memorandum of Agreement • January 14th, 2005 • Euro Disney S C A • Services-membership sports & recreation clubs
represented, as the case may be, by BNP Paribas, acting Phase IA Banks Agent, or CALYON, acting as Phase IB Banks Agent, Phase IB Lenders Agent or IA Partners Agent
EURO DISNEYLAND IN FRANCE Phase IA and Additional Land Phase IA Credit Facility Agreement dated 5 September 1989 as Amended and RestatedEuro Disney S C A • January 14th, 2005 • Services-membership sports & recreation clubs
AMENDMENT TO THE SUBORDINATION AGREEMENT DATED AS OF 19 OCTOBRE 1999Subordination Agreement • January 14th, 2005 • Euro Disney S C A • Services-membership sports & recreation clubs
Disney Enterprises, Inc.Euro Disney S C A • January 14th, 2005 • Services-membership sports & recreation clubs
We refer to (1) the Standby Revolving Credit Agreement (the “Standby Credit”) dated August 5, 1994 between Euro Disney SCA and Disney Enterprises, Inc. (formerly The Walt Disney Company) and (ii) the Memorandum of Agreement dated June 8, 2004 among Euro Disney, Euro Disneyland SNC, EDL Hôtels SCA, the Hotel SNCs (as defined therein), The Walt Disney Company (“TWDC”), Caisse des Dépôts et Consignations, the Lenders (as defined therein), BNP Paribas, Calyon and the Steering Committee, as amended on September 27, 2004 (the “Memorandum of Agreement”), and more particularly its Article 7.1.1 (as amended).
BETWEEN:Credit Agreement • January 14th, 2005 • Euro Disney S C A • Services-membership sports & recreation clubs
Euro Disney S.C.A., a société en commandite par actions organized under the laws of France, having its registered office at Immeubles Administratifs, Route Nationale 34, Chessy, Seine-et-Marne, with a capital of € 10,826,802.92, registered with the Registry of Commerce and Companies of Meaux under number 334 173 887
EURO DISNEYLAND PROJECT IN FRANCEThe License Agreement • January 14th, 2005 • Euro Disney S C A • Services-membership sports & recreation clubs
SCHEDULE I - List of current subsidiaries, direct and indirect, of Euro Disney S.C.A., Euro Disney Associés S.C.A. and EDL Hôtels S.C.A. (after the Contribution)
TRANSLATION FOR INFORMATION PURPOSES ONLYEuro Disney S C A • January 14th, 2005 • Services-membership sports & recreation clubs
EURO DISNEYLAND IN FRANCE - PHASE IB Advances Agreement dated March 25, 1991 Amended and Restated BetweenEuro Disney S C A • January 14th, 2005 • Services-membership sports & recreation clubs
