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”).
FROM: The Walt Disney Company (Netherlands) B.V. TO: Euro Disney SCA Re: License AgreementLicense Agreement • March 28th, 2003 • Euro Disney S C A • Services-membership sports & recreation clubs
Reference is made to the License Agreement (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, a Third Amendment dated as of June 10, 1994, entered into among THE WALT DISNEY COMPANY, a Delaware corporation (“TWDC”), THE WALT DISNEY COMPANY (NETHERLANDS) B.V. a Dutch corporation (the “Licensor”) as temporary successor to TWDC and EURO DISNEY S.C.A., a French société en commandite par actions (the “Licensee”).
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
Translation for information purpose only [EURO DISNEY SCA LETTERHEAD]Euro Disney S C A • March 28th, 2003 • Services-membership sports & recreation clubs
We refer to the Common Agreement and to the various Financing Contracts (as defined in the Common Agreement) to which you are parties.
Translation for information purpose onlyEuro Disney S C A • March 28th, 2003 • Services-membership sports & recreation clubs
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,
CREDIT AGRICOLE INDOSUEZEuro Disney S C A • March 28th, 2003 • Services-membership sports & recreation clubs
As Phase IA Partners’Agent and Phase IB Banks and Lenders’Agent, we are pleased to inform you that in compliance with the provisions of Article 3.2. of the Common Agreement, the Second Voting College (Phase IA Partners) and the Third Voting College (Phase IB Banks and Lenders), have decided in accordance with the conditions stipulated in Article 3.1.1. of the Common Agreement to approve your Derogation Authorisation requested in your letter dated September 30, 2002.
ContractLoan Agreement • March 28th, 2003 • Euro Disney S C A • Services-membership sports & recreation clubs
[The following exhibit is a translation for information purposes only of one of the amendments to CDC Walt Disney Studios Park Loans signed on November 18, 2002. As these amendments include the same terms and provisions for each of the four CDC Walt Disney Studios Park Loans, we have provided only the amendments for Tranche A as a model.]
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
Letter authorizing new line of Credit Agreement for Additional Credit Facility with TWDC RENEWED ADDITIONAL FACILITYEuro Disney S C A • April 1st, 2004 • 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)
Working Translation from the French Version / For Information Purposes Only [EURO DISNEY SCA Letterhead]Euro Disney S C A • April 1st, 2004 • Services-membership sports & recreation clubs
Unless otherwise indicated to the contrary, all terms defined in the Common Agreement dated August 10, 1994, as amended, or in the multi-currency loan and letter of credit agreement dated September 5, 1989, as amended (hereinafter the "Credit Agreement") have the same meaning in this letter.
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
