SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under The Securities Exchange Act of 1934

Euro Disney S.C.A.

(Name of Issuer)

Ordinary Shares of Common Stock Par Value € 0.76

(Title of Class of Securities)

298702101

(CUSIP Number)

David K. Thompson

The Walt Disney Company

500 South Buena Vista St.

Burbank, CA 91521

(818) 560-1841

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 12, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 298702101

1.	Names of Reporting Persons:             The Walt Disney Company I.R.S. Identification Nos. of above persons (entities only):             95-4545390
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions):             WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization:             United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    Sole Voting Power:                 0   8.    Shared Voting Power:                 468,997,077   9.    Sole Dispositive Power:                 0 10.    Shared Dispositive Power:                 468,997,077

11.	Aggregate Amount Beneficially Owned by Each Reporting Person:             468,997,077
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11):             42.2%
14.	Type of Reporting Person (See Instructions):             CO

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CUSIP No. 298702101

1.	Names of Reporting Persons: I.R.S. Identification Nos. of above persons (entities only):             EDL Holding Company             95-4205590
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions):             WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization:             United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    Sole Voting Power:                 0   8.    Shared Voting Power:                 468,997,077   9.    Sole Dispositive Power:                 0 10.    Shared Dispositive Power:                 468,997,077

11.	Aggregate Amount Beneficially Owned by Each Reporting Person:             468,997,077
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11):             42.2%
14.	Type of Reporting Person (See Instructions):             CO

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CUSIP No. 298702101

1.	Names of Reporting Persons: I.R.S. Identification Nos. of above persons (entities only):             EDL Participations SA             NA
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions):             WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization:             United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    Sole Voting Power:                 0   8.    Shared Voting Power:                 1,000   9.    Sole Dispositive Power:                 0 10.    Shared Dispositive Power:                 1,000

11.	Aggregate Amount Beneficially Owned by Each Reporting Person:             1,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11):             less than 0.01%
14.	Type of Reporting Person (See Instructions):             CO

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Item 1. Security and Issuer

This Statement on Schedule 13D (this “Statement”) relates to the Ordinary Shares of Common Stock par value € 0.76 per share (the “Common Stock”), of Euro Disney S.C.A., a société en commandite par actions organized under the laws of France (the “Issuer”), issuable upon maturity of Subordinated Bonds Redeemable in Shares of Common Stock (obligations subordonnées remboursables en actions) (the “ORAs”). The principal executive office of the Issuer is located at Immeubles Administratifs, Route Nationale 34, 77700 Chessy, France.

Item 2. Identity and Background

(a) The names of the persons filing this statement are (1) The Walt Disney Company, a Delaware corporation (“TWDC”), (2) EDL Holding Company, a Delaware corporation (“EDL Holding”), an indirect 99.9% -owned subsidiary of TWDC and (3) EDL Participations SA, a societe anonyme organized under the laws of France (“EDL Participations”), a 99.8%-owned subsidiary of EDL Holding. TWDC, together with its subsidiaries is a diversified worldwide entertainment company with operations in four business segments: Media Networks, Parks and Resorts, Studio Entertainment and Consumer Products. The principal business of EDL Holding and EDL Participations is to hold equity interests in the Issuer on behalf of TWDC. The name of each executive officer and director of TWDC is set forth on Schedule A, the name of each executive officer and director of EDL Holding is set forth on Schedule B and the name of each executive officer and director of EDL Participations is set forth on Schedule C.

EDL Holding is a 99%-owned subsidiary of Disney Enterprises, Inc., a Delaware corporation and a wholly-owned subsidiary of TWDC. EDL Participations is a 99.8%-owned subsidiary of EDL Holding.

(b) The address of the principal place of business of TWDC is 500 South Buena Vista Street, Burbank, California, 91521. The address of the principal place of business of EDL Holding is 1401 Flower Street, Glendale, California 91201. The address of the principal place of business of EDL Participations is Immeubles Administratifs, Route Nationale 34, 77400 Chessy, France. The business address of each of the executive officers and directors of TWDC is set forth on Schedule A, the business address of each of the executive officers and directors of EDL Holding is set forth on Schedule B and the business address of each of the executive officers and directors of EDL Participations is set forth on Schedule C.

(c) The present principal occupation or employment of each executive officer and director of TWDC and the name, principal place of business and address of any corporation or other organization in which such employment is conducted are set forth on Schedule A. The present principal occupation or employment of each executive officer and director of EDL Holding and the name, principal place of business and address of any corporation or other organization in which such employment is conducted are set forth on Schedule B. The present principal occupation or employment of each executive officer and director of EDL Participations and the name, principal place of business and address of any corporation or other organization in which such employment is conducted are set forth on Schedule C.

(d) During the last five years, neither TWDC, EDL Holding nor EDL Participations nor, to the best of TWDC’s, EDL Holding’s and EDL Participations’ knowledge, any person named in Schedule A, Schedule B or Schedule C has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, neither TWDC, EDL Holding nor EDL Participations, nor, to the best of TWDC’s, EDL Holding’s and EDL Participations’ knowledge, any person named in Schedule A,

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Schedule B or Schedule C was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The citizenship of each executive officer and director of TWDC is set forth in Schedule A. The citizenship of each executive officer and director of EDL Holding is set forth in Schedule B. The citizenship of each executive officer and director of EDL Participations is set forth in Schedule C.

Item 3. Source and Amount of Funds or Other Consideration

On July 11, 1994, EDL Holding acquired 2,482,050 ORAs for an aggregate consideration of 1 billion French Francs. Pursuant to the terms of the ORAs, each ORA converts into 10.691 shares of Common Stock on July 11, 2004. Prior to July 11,1994, EDL Holding had acquired 83,300,000 shares of Common Stock from the Issuer and EDL Participations had acquired 1,000 shares from the Issuer. In August 1994 and December 1999, EDL Holding acquired 291,545,384 and 112,575,167 shares, respectively, of Common Stock from the Issuer pursuant to preferential subscription rights in offerings made to all holders of the Common Stock in which EDL Holding acquired only its pro rata share of the shares offered. In each case, EDL Holding and EDL Participations acquired shares using funds contributed by TWDC out of its working capital.

In August 1994, EDL Holding also acquired warrants to purchase 29,682,201 shares of Common Stock awarded to all holders of the Common Stock in which EDL Holding acquired only its pro rata share of the warrants awarded. EDL Holding has not exercised any of the warrants it received in this distribution.

Item 4. Purpose of Transaction

TWDC, EDL Holding and EDL Participations acquired the ORAs and shares of and warrants for Common Stock for investment purposes in connection with the initial funding of the Issuer and a global restructuring of the Issuer’s financial obligations that involved among other things new debt and equity financing. TWDC and EDL Holding have made debt investments in the Issuer and provided other financing through lease and other arrangements, the material terms of which have been disclosed in the Issuer’s reports on Form 20-F filed with the Securities and Exchange Commission and TWDC’s reports on Form 10-K and 10-Q filed with the Securities and Exchange Commission. In addition, EDL Participations acts as general partner of the Issuer, and Euro Disney S.A., an indirect 99% subsidiary of TWDC, acts as gérant of the Issuer. Through these relationships, TWDC, EDL Holding and EDL Participations may be deemed to have the ability to exercise substantial control over the Issuer. TWDC, EDL Holding and EDL Participations continually evaluate their interests in the Issuer, consider options for maximizing the value of their investment in the Issuer and may from time to time discuss these options (which may include any of the actions identified in clauses (a) through (j) below) with other creditors or equity holders of the Issuer or other interested parties.

On June 8, 2004, TWDC, the Issuer and certain of its affiliates, the Caisse des Dépôts et Consignations (“CDC”) (a primary lender to the issuer) signed a Memorandum of Agreement (“MOA”) that was approved by the Steering Committee representing other lenders of the Issuer and contemplates a global restructuring of the Issuer’s financial obligations as well as new debt and equity financing. The MOA is attached to this Schedule as Exhibit 3. Among other things, the terms of the MOA call for: the permanent waiver of financial covenant violations for fiscal years 2003 and 2004; the deferral and subsequent conversion into subordinated long-term borrowings of € 110 million outstanding on an existing line of credit from TWDC and € 58 million of deferred interest payable to the CDC; the deferral of approximately € 300 million of principal payments on senior bank debt for 3.5 years; the deferral of loan principal payments scheduled under the 1989 CDC Loans of the Issuer in years 2004 through 2023 for 3.5 years; elimination of the Issuer’s current security deposit requirement and the disbursement of the current deposit balance of € 100 million as a debt prepayment to the senior lenders; the annual deferral of € 25 million of management fees and royalties payable to TWDC subsidiaries for fiscal years 2005 through 2009; the annual conditional deferral of up to € 25 million of management fees and royalties payable to TWDC subsidiaries for fiscal years 2007 through 2014 depending on the Issuer’s operating results; and the annual conditional deferral and conversion into long-term subordinated borrowings of up to € 22.5 million of CDC loan interest payments for fiscal

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years 2005 through 2014 depending on the issuer’s results. The deferrals and conditional deferrals of amounts owed to TWDC and the CDC cannot be paid earlier than 2017. In addition, the Issuer would obtain a new ten-year € 150 million line of credit from TWDC for liquidity requirements, reducing to € 100 million after five years. The MOA additionally provides for the conversion of € 290 million of payments to TWDC subsidiaries pursuant to leases into a minority equity position in an entity that will become a subsidiary of the Issuer and to which substantially all of the Issuer’s assets and liabilities would be contributed. The MOA also provides for an equity rights offering by the Issuer of € 250 million to existing shareholders, to which TWDC will subscribe in an amount of at least €100 million with the remainder expected to be underwritten in due course by a group of financial institutions. The MOA would also require TWDC to beneficially own at least 39% of the issued and outstanding shares of the Issuer until December 31, 2016. The MOA is subject to certain conditions, including: approval by all of the lenders of the MOA by July 31, 2004; regulatory authorizations; approval of the reorganization and the rights offering by the shareholders (which TWDC has agreed to vote in favor of); completion of final documentation; and the successful implementation of the rights offering by no later than March 31, 2005.

On March 25, 2004, the Issuer’s shareholders’ meeting authorized a decrease in the Issuers’ share capital by way of a reduction from € 0.76 to € 0.01 of the par value of the Shares, without any modification to the number of existing Shares. As a result of this reduction, which is expected to be implemented before the close of the Issuer’s current fiscal year, the Issuer’s share capital will decrease to € 10,559,377.24.

Except (1) as described above, (2) as described in the filings of TWDC and the Issuer with the Securities and Exchange Commission and (3) pursuant to the terms of the MOA if it is approved by all of the lenders by July 31 and the other conditions are met, neither TWDC, EDL Holding nor EDL Participations has any present plans or proposals that relate to or would result in:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the issuer;

(f) Any other material change in the Issuer’s business or corporate structure;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) A class of securities of the Issuer being delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

(j) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

(a) As of June 28, 2004, EDL Participations holds 1,000 shares of Common Stock, representing less than .01% of the issued and outstanding shares. As of the same date, EDL Holding holds 412,778,279 shares of Common Stock and may be deemed the beneficial owner of the 1,000 shares held by EDL

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Participations and 26,535,597 shares it is entitled to acquire on July 11, 2004, upon maturity of the ORAs. In addition, EDL Holding holds warrants to acquire 29,682,201 shares of Common Stock, which are currently exercisable. Thus, EDL Holding may be deemed the beneficial owner of a total of 468,997,077 shares of Common Stock which represent 42.2% of the issued and outstanding shares of Common Stock based on the number of shares of Common Stock reported by the Issuer in its Report on Form 20-F filed April 1, 2004, and assuming exercise of all warrants held by EDL Holding and issuance of a total of 26,728,794 shares upon maturity of the ORAs. Warrants with respect to all 29,682,201 shares expire on July 11, 2004 and based on the exercise price of the warrants and the current market price of the shares, EDL Holding does not currently expect to exercise these warrants prior to their expiration. Excluding the shares issuable pursuant to these warrants, EDL Holding may be deemed to be the beneficial owner of 439,314,876 shares, representing 40.6% of the issued and outstanding shares of Common Stock (assuming issuance of shares upon expiration of the ORAs and excluding shares issuable upon exercise of the warrants held by EDL Holding). TWDC may be deemed to beneficially own all the shares beneficially owned by EDL Holding as a result of its 99% ownership of EDL Holding. To the best of TWDC’s, EDL Holding’s and EDL Participations’ knowledge, none of the persons identified on Schedule A, Schedule B or Schedule C are the beneficial owners of any shares of Common Stock except as reflected on Schedule A, Schedule B and Schedule C.

(b) TWDC and EDL Holding have the shared power to vote and direct the disposition of the 468,997,077 shares of Common Stock reported herein as being beneficially owned by TWDC and EDL Holding, and EDL Participations has the shared power to vote and direct the disposition of the 1,000 shares reported herein as being beneficially owned by EDL Participations. To the best of TWDC’s, EDL Holding’s and EDL Participation’s knowledge, each of the persons identified on Schedule A, Schedule B and Schedule C has the sole power to vote and direct the disposition of the shares of Common Stock reflected as beneficially owned by such persons on Schedule A, Schedule B and Schedule C.

(c) Neither TWDC, EDL Holding nor EDL Participations, nor to the best of TWDC’s, EDL Holding’s and EDL Participations’ knowledge any person identified in Schedule A, Schedule B or Schedule C, has engaged in any transaction in the shares of Common Stock since March 13, 2004.

(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by TWDC, EDL Holding and EDL Participations nor, to the best of TWDC’s, EDL Holding’s and EDL Participations’ knowledge, any of the shares of Common Stock beneficially owned by the persons identified on Schedule A, Schedule B or Schedule C.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

In addition to the contracts, arrangements, understandings and relationships identified in Items 3 and 4 of this Schedule, TWDC and EDL Holding have the following contracts, arrangements, understandings and relationships with respect to the shares of Common Stock:

(1) In July 1994, TWDC agreed with the Issuer’s lenders that it would continue to own at least 25% of the issued and outstanding shares of Common Stock through June 2004 and to own at least 16.67% of the issued and outstanding shares of Common Stock until 2016, and in 1999 TWDC agreed with the CDC that it would own at least 16.67% of the issued and outstanding shares of Common Stock until 2027.

(2) Pursuant to a letter agreement dated May 31, 1994, as amended September 12, 1995 (as amended, the “Letter Agreement”), EDL Holding sold shares of Common Stock to His Royal Highness Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud and his affiliates (“HRH”) and HRH subsequently transferred those shares to Kingdom 5-KR-135, Ltd. (“Kingdom”), a company owned by a trust for the benefit of HRH and his family. TWDC has a first right to negotiate with Kingdom to purchase any shares Kingdom proposes to sell in a block sale and a right of last refusal to meet the terms of any proposed sale

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of shares in a block sale involving more than 50 million shares. In addition, HRH and Kingdom have agreed not to purchase without the prior written consent of TWDC shares of Common Stock prior to August 13, 2004 at any time that the aggregate number of shares owned or controlled by HRH and Kingdom exceeds or would as a result of the purchase exceed 151,178,864 (other than pro rata purchases pursuant to rights offerings to all Issuer shareholders or otherwise to avoid dilution), and agreed not to purchase shares of Common Stock prior to August 13, 2014 to the extent that such purchase would result in the aggregate number of Shares then held by HRH and Kingdom exceeding one-third of the total number of Shares outstanding.

Item 7. Material to Be Filed as Exhibits

(1) Letter Agreement dated May 31, 1994, between TWDC, EDL Holding, His Royal Highness Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud and United Saudi Commercial Bank.

(2) Amendment dated September 12, 1995, to Letter Agreement dated May 31, 1994.

(3) Memorandum of Agreement dated June 8, 2004 among the Issuer and certain of its affiliates, TWDC, Caisse des Dépots et Consignations, the Lenders (as defined therein), BNP Paribas and CALYON.

(4) Letter Agreement dated September 29, 1999, between Disney Enterprises, Inc. and Caisse des Dépots et Consignations.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

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Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 29, 2004

The Walt Disney Company
By:	/s/    David K. Thompson
	David K. Thompson Senior Vice President – Deputy General Counsel – Corporate and Corporate Secretary

EDL Holding Company
By:	/s/    Joseph M. Santaniello
	Joseph M. Santaniello Vice President

EDL Participations, SA
By:	/s/    Dominique Le Bourhis
	Dominique Le Bourhis Directeur Général Délégué

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Schedule A

Executive Officers and Directors of TWDC

Name 1	Citizenship	Present Principal Occupation and Business Address	Beneficial Ownership of Shares of Common Stock
Alan N. Braverman	United States	Senior Executive Vice President and General Counsel of TWDC.
John E. Bryson	United States	Chairman of the Board, President and Chief Executive Officer of Edison International, the parent company of Southern California Edison, an electric utility. Edison International’s address is 2244 Walnut Grove Avenue, Rosemead, California 91770.
John S. Chen	United States	Chairman, Chief Executive Officer and President of Sybase, Inc., a software developer. Sybase’s address is One Sybase Drive, Dublin, California 94568.
Michael D. Eisner	United States	Chief Executive Officer of TWDC.
Judith L. Estrin	United States	President and Chief Executive Officer of Packet Design, LLC, a networking technology company. Packet Design’s address is 3400 Hillview Avenue, Building 3, Palo Alto, California 94304.
Robert A. Iger	United States	President and Chief Operating Officer of TWDC.
Aylwin B. Lewis	United States	President, Chief Multibranding and Operating Officer, Yum! Brands, Inc., a franchisor and licensor of quick service restaurants. Yum! Brand’s address is 1441 Gardiner Lane, Louisville, Kentucky 40213.
Monica C. Lozano	United States	Publisher and Chief Executive Officer of La Opinión, the largest Spanish-language newspaper in the United States, and Senior Vice President of its parent company, ImpreMedia, LLC. La Opinión’s address is 411 West Fifth Street, Los Angeles, California 90013.
Robert W. Matschullat	United States	Private equity investor.
George J. Mitchell	United States	Chairman of the Board of TWDC and partner of the law firm of Piper Rudnick LLP.
Peter E. Murphy	United States	Senior Executive Vice President and Chief Strategic Officer of TWDC.
Leo J. O’Donovan, S.J.	United States	President Emeritus of Georgetown University.
Thomas O. Staggs	United States	Senior Executive Vice President and Chief Financial Officer of TWDC.	1,000 Shares
Gary L. Wilson	United States	Chairman of the Board of Directors of Northwest Airlines Corporation. Northwest Airline’s address is 2700 Lone Oak Parkway, Eagen, Minnesota 55121.

¹ The business address of each person is c/o The Walt Disney Company, 500 S. Buena Vista St., Burbank, CA 91521.

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Schedule B

Executive Officers and Directors of EDL Holding

Name 1	Citizenship	Present Principal Occupation and Business Address	Beneficial Ownership of Shares of Common Stock
Marsha L. Reed	United States	Vice President – Governance Administration and Assistant Secretary of TWDC
Joseph M. Santaniello	United States	Senior Vice President and Assistant General Counsel of TWDC
Thomas O. Staggs	United States	Senior Executive Vice President and Chief Financial Officer of TWDC.	1000 shares
David K. Thompson	United States	Senior Vice President – Deputy General Counsel – Corporate and Corporate Secretary of TWDC

¹ The business address of each person is c/o The Walt Disney Company, 500 S. Buena Vista St., Burbank, CA 91521.

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Schedule C

Executive Officers and Directors of EDL Participations

Name 1	Citizenship	Present Principal Occupation and Business Address	Beneficial Ownership of Shares of Common Stock
Pascal Quint	France	Senior Vice President and General Counsel, CEGELEC, avenue Louise 489, B 1050, Brussels, Belgium	382,885 shares2
Dominique Le Bourhis	France	Vice President, Treasury & Purchasing, Euro Disney SA & Euro Disney SCA	532,236 shares2
François Pinon	France	Vice President and General Counsel, Euro Disney SA & Euro Disney SCA	92,000 shares2
Diane Fuscaldo	United States	Chief Accounting Director, Euro Disney SA & Euro Disney SCA	195,983 shares2

¹ Unless otherwise indicated the business address of each person is c/o Immeubles Administratifs, Route Nationale 34, 77400 Chessy, France.

² Represents shares such person has the right to acquire beneficial ownership of within sixty days through the exercise of options.

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EX-1

Exhibit 1

May 31, 1994

The Walt Disney Company

500 South Buena Vista Street

Burbank, California 91521

Attention:          Richard D. Nanula

                          Executive Vice President

                          and Chief Financial Officer

                          Re:        Letter Agreement Regarding Sale by a Subsidiary of

                          The Walt Disney Company (“TWDC”) of Common

                          Shares (“Shares”) of Euro Disney S.C.A. (“Euro Disney

                          SCA”)             

Ladies and Gentlemen:

This letter will memorialize the agreement of TWDC, on the one hand, and His Royal Highness Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud (His Royal Highness, acting individually or through an entity wholly owned and controlled by him, hereinafter “H.R.H.”; and H.R.H. and his affiliates collectively hereinafter “Investor”), and United Saudi Commercial Bank, an affiliate of H.R.H., (together with United Saudi Commercial Bank’s affiliates, but excluding trust accounts and excluding investments directed by persons who are not affiliates, “USCB”), on the other hand, in connection with the FF 6.0 billion increase of Euro Disney SCA’s capital contemplated by the notice to Euro Disney SCA’s shareholders published in the “Bulletin des Annonces Légales Obligatoires” on 9^th May 1994 (the “BALO Notice”), and with the rights offering resulting therefrom (the “Rights Offering”), pursuant to which an underwriting syndicate shall undertake to subscribe for any and all newly issued Shares that shall be available upon completion of the Rights Offering (the date upon which such Rights Offering shall have been completed, hereinafter the completion of the Rights Offering”).

1. Purchase and Sale Commitment

(a) Except as otherwise provided in this Paragraph 1, TWDC shall cause its wholly-owned subsidiary EDL Holding Company (“Holding”) to sell to the Investor, and the Investor shall purchase from Holding, FF 1,000,000,000 in value of the Shares, such value to be at the preferential subscription price of the Shares, as set forth in the Prospectus approved by the Commission des Opérations de Bourse (the “Issue Price”). The price the Investor shall pay for each Share shall equal the Issue Price.

(b) The number of Shares that Holding shall sell to the Investor, and that the Investor shall purchase pursuant to this letter agreement (“Sold Holding Shares”), shall not exceed, when added to the number of Shares that the Investor and USCB subscribe for or purchase pursuant to agreements with Underwriters (such agreements being the “Lender Agreements”; Underwriters are defined in the Memorandum of Agreement of March 14, 1994 between TWDC, Euro Disney SCA, Euro Disneyland SNC, and the Hotel SNC’s and Lenders defined therein) or otherwise own or acquire at such time, the number of Shares having an aggregate value of FF 1,885,000,000 at the Issue Price (such number being the “Maximum Shares”).

(c) If no Shares are purchase from Holding because of the limitations in Paragraph 1(b) hereof, then the aggregate number of Shares that the Investor and USCB subscribe for or purchase pursuant to the Lender Agreements, together with any other Shares owned or acquired by the Investor and USCB at such time, shall not exceed the number of Shares having an aggregate value of FF 2,390,000,000 at the Issue Price.

(d)(i) If the total number of Shares purchased or subscribed to by the Investor and USCB pursuant to the Lender Agreements, plus the total number of Shares otherwise owned or acquired by the Investor and USCB at the time of such purchase or subscription, plus the Sold Holding Shares (if any) in the aggregate has a value at the Issue Price exceeding (A) the value at the Issue Price of the Maximum Shares, less (B) the product of (x) the value of Sold Holding Shares at the Issue Price times (y) .5, then the Investor and USCB shall sell or otherwise dispose of the number of Shares representing (at the Issue Price) such excess value (the “Excess Investor’s Shares”) within a period of one year following the Closing hereunder (or, if no Closing shall occur hereunder because of the provisions of Paragraph 1(b), within one year following the earlier of (A) the last closing of a purchase of Shares under the Lender Agreements or (B) the first day that the aggregate number of Shares held by the Investor and USCB shall exceed the Maximum

2.

Shares) (the “Sell-Down Period”, which period may be extended pursuant to Paragraph 1 (d) (ii) below) in a manner consistent with the provisions of Paragraph 3 hereof, and shall certify such disposition to TWDC. (For purposes of Paragraphs 1(h) and 3(c) hereof, the number of Shares having a value at the Issue Price equal to the value calculated under clause (A) and clause (B) above is referred to as the “Share Cap”.)

(ii) If the disposition of Excess Investor’s Shares within the Sell-Down Period would result in significant economic loss to the Investor or USCB, the Investor and TWDC shall discuss in good faith the terms and conditions for extensions of the Sell-Down Period, including formal arrangements reasonably satisfactory to TWDC for the voting of any remaining Excess Investor’s Shares.

(e) The Sold Holding Shares shall be, at the sole option of TWDC, either Shares owned by Holding prior to the date hereof or Shares acquired by Holding in the Rights Offering.

(f) The purchase and sale described in Paragraph 1(a) above shall take place at a closing (the “Closing”) to occur on the later of (i) ten U.S. business days after the completion of all purchases and subscriptions required to be made by the Investor and USCB under the Lender Agreements (including the Standby Subscription Agreement dated May 31, 1994 among USCB, Banque Nationale de Paris, Banque Indosuez, and Caisse des Dépôts et Consignations (“CDC”) and under the Put Option Agreement dated May 16, 1994 by and between H.R.H. and CDC)), or (ii) five (5) U.S. business days following the receipt of all appropriate regulatory consents. All settlements in connection with such purchase and sale, including all payments and delivery of all Shares, shall take place at a mutually agreeable location outside France and shall occur substantially in accordance with standard settlement and payment practices in such location for transactions of the type contemplated in this letter agreement.

(g) The Investor and TWDC shall use their good faith best efforts to obtain any approvals that may be required under the Memorandum of Agreement of March 14, 1994 in order to complete the transactions contemplated by Paragraph 1 of this letter agreement. As used herein, the term “good faith best efforts” shall not mean that any party shall be obligated to make any significant expenditure, incur any significant liability or agree to forgo any other significant right, claim, benefit or interest in order to accomplish any specified objective.

(h) When and for so long as the Investor and USCB own no more than the number of Shares equal to the Share Cap, they shall have no obligation

3.

under this Agreement to sell or otherwise transfer Shares, notwithstanding the number of Shares TWDC and its affiliates may hold from time to time, except as the parties may otherwise agree in the circumstances described in the second sentence of Paragraph 3(c).

(i) The Investor and USCB shall notify TWDC no later than three (3) business days after the earlier of (A) the last closing of a purchase of Shares under the Lender Agreements, or (B) the first day that the aggregate number of Shares held by the Investor and USCB shall exceed the Maximum Shares.

2. Fees and Expenses

After completion of the Rights Offering, and whether or not the Investor purchases Shares from Holding pursuant hereto (other than by virtue of a breach of this letter agreement by the Investor), (a) TWDC shall reimburse to the Investor up to US$500,000 of actual out-of-pocket travel and other expenses incurred by the Investor and its advisors in connection with the consummation of the transactions contemplated hereby and the acquisition of Shares, including reasonable costs and expenses of legal counsel and financial advisors, promptly after presentation of reasonable supporting documentation therefor submitted by the Investor, and (b) pay to the Investor a fee of US$1,200,000 (at the Closing, if any, but in no event later than 45 days after completion of the Rights Offering). The Investor shall provide TWDC written payment instructions for each payment under this Paragraph 2.

3. Investor’s Covenants

(a) The Investor agrees that, for a period of one year following completion of the Rights Offering, the Investor shall not, directly or indirectly (including through affiliates or as part of any “person” or “group” within the meanings of Section 13 (d) (3) of, and Rule 13d-5b under, the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), without the prior written consent of TWDC, offer, sell, mortgage, pledge, hypothecate, grant any option to purchase or otherwise dispose of (all of the foregoing collectively a “sale”) any Shares (or any securities convertible or exchangeable into, or rights, warrants or options exercisable for, Shares) provided that:

(i) TWDC shall notify the Investor in writing of its consent, or absence thereof, within ten U.S. business days of receipt of notice from the Investor of such contemplated sale (failing TWDC’s notice as aforesaid, TWDC’s consent shall be deemed provided);

4.

(ii) the Investor shall have the right, at all times during such one-year period, without TWDC’s prior written consent, to proceed with (x) sales to a single entity, person or affiliated group of companies of a number of Shares having up to FF 125,000,000 in value at the Issue Price (sales of larger numbers of Shares being “block sales”), and (y) other sales in amounts not to exceed in the aggregate on any day 15% of the aggregate trading volume of Shares on the Paris, London and Brussels public markets and on the SEAQ International dealers’ market on the trading day preceding such sales; and

(iii) in addition to sales under clause (ii), but subject to compliance with any applicable securities laws, the Investor shall be entitled to sell up to 50% of the Shares of the Investor to investors in the Kingdom of Saudi Arabia upon the condition that such investors agree in writing to hold such acquired Shares subject to the provisions of this Paragraph 3(a) applicable to the Investor until the expiration of such one-year period.

(b) Following the one-year period set forth in Paragraph 3(a) above, the Investor shall not make block sales of Shares to any third party without first notifying TWDC in writing of the intention to sell. If TWDC and the Investor are unable to agree on terms of TWDC’s or Holding’s purchase of the Shares proposed to be sold in such block sales within ten U. S. business day period following TWDC’s receipt of such notice, the Investor shall be free to sell such Shares to a third party. In the case of block sales having in excess of FF 500,000,000 in value at the Issue Price, TWDC shall in addition have a right of last refusal to meet the terms of the proposed sale. TWDC shall have ten U.S. business days following receipt of notice of such proposed sale to exercise such right of last refusal.

(c) The Investor agrees not to purchase any Shares (directly or Indirectly, including as part of any “person” or “group” (within the meanings of Sections 13(d) (3) of, and Rules 1d-3 and 13d-5b under, the Exchange Act), and including options, rights, warrants or securities convertible into or exchangeable for Shares) for a period of ten years after completion of the Rights Offering, without the prior written consent of TWDC (other than pro rata purchases pursuant to a rights offering to all Euro Disney SCA shareholders or otherwise the extent that, as a result of such purchase, the Investor (including as part of any such “person” or “group”) would own or control a number of shares greater than the Share Cap. If TWDC should acquire additional Shares after the Closing (or, if no Closing occurs because of the provisions of Paragraph 1(b), after the last closing of a purchase of Shares under the Lender Agreement), then H.R.H. may consult with TWDC in order to reach agreement regarding the

5.

terms and conditions by which the Share Cap may be increased in an amount equal to one-half (1/2) of the number of additional Shares so acquired by TWDC. The Investor further agrees that, at any time during the ten-year period commencing on the tenth anniversary of the completion of the Rights Offering, the Investor will not purchase any Shares (directly or indirectly, including as part of any “person” or “group” (within the meanings of Sections 13(d) (3) of, and Rules 13d-3 and 13d-5b under, the Exchange Act), and, including options, rights, warrants or securities convertible into or exchangeable for Shares), to the extent that such purchase would result in the total number of Shares then held by the Investor exceeding one-third of the total number of Shares outstanding.

(d) Notwithstanding the foregoing, the restrictions and obligations of the Investor under Paragraphs 3(a) and 3(b) shall not apply to transfers of Shares between (i) USCB on the one hand, and H.R.H. or his other affiliates, on the other hand, or (ii) between or among H.R.H., USCB and other affiliates of H.R.H., or between or among the Investor, any member of the Investor’s immediate family, and any trust established by the Investor (each beneficiary of which trust is a member of the Investor’s immediate family), provided that such affiliate, family member or trust agrees in writing to be bound by the provisions of this paragraph 3.

(e) The Investor and USCB each represents, warrants and agrees that it shall not offer or sell any of the Shares in the United States or to U.S. Persons (as such terms are defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), except (a) to persons that it reasonably believes are institutional accredited investors (as defined in Rule 501 (a) (1), (2), (3) and (7) under the Securities Act), or (b) otherwise, in any case, in transactions that are exempt from, or otherwise not requiring registration under, the Securities Act, and do not involve a distribution for purposes of the Securities Act.

4. Implementation

(a) The obligations of the parties to proceed with the purchase and sale set forth in Paragraph 1 of, and to observe their covenants set forth in, this letter agreement will be subject to the conditions that (i) the Issue Price shall not exceed FF 10 per Share; (ii) the transactions contemplated hereby do not cause TWDC to violate the Memorandum of Agreement of March 14, 1994; and (iii) any appropriate governmental, regulatory or stock exchange reviews, approvals, exemptions or filings in connection with this letter agreement shall have been satisfactorily completed, obtained or made. In addition, the Investor shall not be obligated to proceed with the purchase and sale set forth in Paragraph 1, or to observe its covenants set forth in, this letter agreement if (A) there shall have occurred prior to the Closing any material adverse change to

6.

Euro Disney SCA’s operations since publication of the BALO Notice except as disclosed in the Rights Offering prospectus or other public information subject to the approval of any regulatory or stock exchange authority and disseminated in connection with the Rights Offering by Euro Disney SCA and/or the Underwriters prior to the commencement of the Rights Offering; (B) Euro Disney SCA shall have entered, or indicated its intent or otherwise be required by law to enter, into any bankruptcy, liquidation or similar proceeding; (C) the conditions to the obligations of the Underwriters under the ‘Underwriting Agreement’ contemplated by the Memorandum of Agreement of March 14, 1994 have not been satisfied prior to the Closing; or (D) the representations and warranties of TWDC and Holding in Paragraph 4(b) hereof shall not be true and correct in all material respects at and as of the Closing. TWDC and Holding shall not be obligated to proceed with the sales set forth in Paragraph 1 of this letter agreement if (x) the representations and warranties of the Investor in Paragraph 4(c) shall not be true and correct in all material respects at and as of the Closing, or (y) the Investor shall not have delivered to TWDC a three-year “clean” standby letter of credit (the “Letter of Credit”) in favor of TWDC drawn upon a United States bank or financial institution acceptable to TWDC in an aggregate amount of U.S. $50 million to secure, among other things, Investor’s obligations under Paragraphs 3(a), 3(b) and 3(c) hereof. Any drawdown by TWDC under the Letter of Credit shall not be subject to any requirements or preconditions (including arbitration or any other dispute resolution procedure prior to such drawdown) other than certification by TWDC of breach or default with respect to such obligations. Notwithstanding anything to the contrary herein, any claim by the Investor alleging that TWDC has made an unauthorized drawdown under the Letter of Credit shall be arbitrated in accordance with the procedures described in Paragraph 9(h) hereof. The form of the Letter of Credit shall be substantially in the form of Exhibit A hereto.

(b) TWDC and Holding jointly and severally represent and warrant to the Investor that:

(i) Organization: Authority. Each of TWDC and Holding is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own its assets and carry on its business as presently conducted. Each of TWDC and Holding has full power, authority and capacity to execute and deliver this letter agreement and consummate the transactions contemplated hereby

(ii) Authorization: Absence of Material Conflict or Default. The execution, delivery and performance of this letter agreement and the consummation by each of TWDC and Holding of the transactions contemplated hereby have been duly authorized and approved by all requisite corporate and other action of each of TWDC and

7.

Holding and have not resulted, and will not result, in a material conflict with, or breach or default of, the terms of any agreement or instrument, or any order, judgment, decree of any court or arbitration award, by which TWDC or Holding is bound or affected. This letter agreement has been duly executed and delivered by TWDC and Holding and constitutes the valid and legal obligation of TWDC and Holding, enforceable against each of them in accordance with its terms.

(iii) Title to Shares. Holding has good and marketable title to the Sold Holding Shares and to all of the rights afforded thereby, free of all options, privileges, guarantees, liens and encumbrances. Upon delivery by Holding of the Sold Holding Shares against payment as provided for herein, the Investor will acquire good and marketable title to the Sold Holding Shares free of all options, privileges, guarantees, liens and encumbrances.

(c) H.R.H. represents and warrants to each of TWDC and Holding that:

(i) Authority. The person executing and delivering this letter agreement on behalf of H.R.H has full power, authority and capacity to do so and H.R.H. has full power, authority and capacity to consummate the transactions completed hereby.

(ii) Absence of Material Conflict or Default. The execution, delivery and performance of this letter agreement and the consummation by H.R.H. of the transactions contemplated hereby have not resulted, and will not result, in a material conflict with, or breach or default of, the terms of any agreement or instrument, or any order, judgment, decree of any court or arbitration award, by which H.R.H. is bound or affected. This letter agreement has been duly executed and delivered by H.R.H. and constitutes the valid and legal obligation of H.R.H., enforceable against H.R.H. in accordance with its terms.

(iii) Investment Intent. Other than as provided in this letter agreement, the purchase by H.R.H. of the Sold Holding Shares is made for investment purposes and not with the view to, or for resale in connection with, any distribution or public offering thereof.

5. Schedule; Costs

(a) The purchase and sale obligations set forth in Paragraph 1 of this letter agreement shall be terminable by a party if the Closing has not occurred, because of a failure of a condition to such party’s obligation to purchase

8.

or sell hereunder (other than as a result of a breach by that party of its obligations hereunder), within four months of the completion of the Rights Offering, but in any event by February 1, 1995.

(b) Except as expressly set forth in Paragraph 2 above, the Investor and TWDC shall bear their own respective costs in connection with the transactions contemplated by this letter agreement. Without limiting the foregoing, each party shall be responsible to pay or otherwise satisfy any claims or charges made by investment bankers, brokers, agents or other persons introduced to the transaction by such party.

6. Confidentiality

The parties shall keep strictly confidential the terms of this letter agreement, except as may be required by law or a competent authority and except as may be disclosed to the Underwriters, the Lenders and to the lawyers, accountants, and financial advisors of a party having a need to know and who agree to keep such information confidential. Each of the parties hereto shall consult with the other parties prior to making any disclosure of the existence or terms of this letter agreement.

7. Approvals

The parties shall cooperate with one another to prepare and make all filings with, and use their respective good faith best efforts (as defined in Paragraph 1(g)) to obtain all exemptions and approvals of, governmental, regulatory or stock exchange authorities required or deemed advisable in connection with the transactions contemplated hereby in order to be able to make such filings and obtain such exemptions and approvals in a prompt and timely manner; and the obligations of the parties under this letter agreement shall be subject to making such filings and to obtaining such exemptions and approvals.

9.

8. Notices

All notices or other notifications given or made pursuant hereto shall be in writing and shall be deemed duly given or made (i) upon delivery or refusal of such notice if sent by a recognized international courier service or (ii) upon delivery to a fax machine capable of confirming receipt, and in each case addressed as follows (or at such other address for a party as shall be specified in a notice so given):

(a) If to Investor:

H.R.H. Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud

P.O. Box 8653

Riyadh 11492

Kingdom of Saudi Arabia

Telephone: (966-1) 442 0101

Telecopy: (966-1) 481 1954

Telecopy: (966-1) 441 6102

With a copy (which shall, if dispatched concurrently with notice to the Investor as provided immediately above, constitute notice to the Investor) to:

United Saudi Commercial Bank

United Saudi Commercial Bank Building

Sitteen Street

P.O. Box 25895

Riyadh 11476

Kingdom of Saudi Arabia

Attention: Chairman

Telephone: (966-1) 1-478-4200; ext 520

Telecopy: (966-1) 1-478-7915

with a copy (which shall not constitute notice) to:

Hogan & Hartson L.L.P.

Columbia Square

555 Thirteenth Street, NW

Washington, D.C. 20004-1109

U.S.A.

Attention: Mark E. Mazo and James J. Rosenhauer

Telephone: (202) 637-5600

Telecopy: (202) 637-5910

and

14, rue Chauveau-Lagarde

75008 Paris

France

Attention: Mark E. Mazo and Steven L. Wolfram

Telephone: (33 1) 44 71 97 00

Telecopy: (33 1) 47 42 13 56

10.

(b) If to USCB:

United Saudi Commercial Bank

United Saudi Commercial Bank Building

Sitteen Street

P.O. Box 25895

Riyadh 11476

Kingdom of Saudi Arabia

Attention: Mustafa I. Al Hejailan, Assistant to the Chairman

Telephone: (966-1) 1-478-4200, ext. 520

Telecopy: (966-1) 1-478-7915

With a copy (which shall not constitute notice) to:

Hogan & Hartson L.L.P.

Columbia Square

555 Thirteenth Street, NW

Washington, D.C. 20004-1109

U.S.A.

Attention: Mark E. Mazo and James J. Rosenhauer

Telephone: (202) 637-5600

Telecopy: (202) 637-5910

and

14, rue Chauveau-Lagarde

75008 Paris

France

Attention: Mark E. Mazo and Steven L. Wolfram

Telephone: (33 1) 44 71 97 00

Telecopy: (33 1) 47 42 13 56

(c) If to TWDC and/or Holding:

The Walt Disney Company

500 S. Buena Vista Street

Burbank, CA 91521-0345

U.S.A.

Attention: Richard D. Nanula

Telephone: (818) 560-7505

Telecopy: (818) 841-5350

11.

With a copy (which shall not constitute notice) to:

The Walt Disney Company

500 S. Buena Vista Street

Burbank, CA 91521-0345

U.S.A.

Attention: David K. Thompson

Telephone: (818) 560-7505

Telecopy: (818) 563.4160

The parties hereto agree that at all times they shall provide to the other a telecopy number which shall be connected to a facsimile machine which is capable of confirming receipt.

9. Miscellaneous

(a) This letter agreement constitutes a valid and binding agreement setting forth the entire understanding of the parties, and supersedes all other prior agreements, understandings, negotiations and discussions among the parties, whether oral or written, with respect to the subject matter hereof.

(b) This letter agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, provided that any assignment of this letter agreement or any of the rights hereunder by any party hereto, without the prior written consent of the other parties, shall be void.

(c) The section and paragraph headings contained in this letter agreement are included solely for convenience of reference and are not intended to affect in any way the meaning or interpretation of any provision of this letter agreement.

(d) This letter agreement may be executed in two or more counterparts, each of which shall be deemed an original, none of which need contain all signatures, but all of which together shall constitute one and the same instrument.

12.

(e) If any terms or conditions of this letter agreement render it unenforceable or cause performance of the transactions specified in this letter agreement strictly as set forth herein to violate any applicable law or regulation, the parties agree promptly to discuss in good faith such action as may be necessary to render the purchase and sale contemplated hereunder enforceable and to cause such transactions not to violate applicable law or regulations.

(f) The term “affiliate” shall mean, with respect to any party hereto, any corporation, association, trust, partnership, joint venture, organization or other person directly or indirectly controlling or controlled by or under common control with such party. For purposes of this definition, “control” shall mean the power to direct management and policies, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” shall have the meanings correlative to the foregoing.

(g) No provision of this letter agreement shall be amended or waived in any manner whatsoever unless such amendment or waiver has been executed and delivered by all of the parties hereto, and any such amendment or waiver shall be effective only in the specific instance and for this specific purpose for which given.

(h) This letter shall be governed by New York law, without giving effect to the conflicts of law principles thereof. All disputes, claims or controversies arising between TWDC and/or Holding, on the one hand, and the Investor and/or USCB on the other hand, in connection with this letter agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators, one appointed by HRH, one appointed by TWDC, and one appointed by the two party-appointed arbitrators. The arbitration shall take place in London, England and shall be conducted in the English language. All questions of law and fact shall be resolved by the arbitrators, and the parties hereto specifically waive any right under English law to seek a judicial determination of a question of law during, or in connection with any review of, the arbitration.

(i) Nothing herein shall be deemed to grant or convey to the Investor or any third party, directly or indirectly, any rights with respect to, or interest in, any intellectual property of TWDC or its affiliates, including without limitation the name “Disney” and derivatives thereof (including “Euro Disney” and “Euro Disneyland”), the name or likeness of Walter E. Disney, any of TWDC’s fanciful characters, logos, symbols, designs, representatives, service and trademarks, copyrights ideas or other proprietary designations or properties, whether now owned or hereafter developed, produced or acquired. The Investor acknowledges that certain of such rights have been licensed by TWDC to Euro Disney S.C.A. on the terms and subject to the conditions and limitations set forth in the relevant licensing agreements.

13.

[BALANCE OF PAGE INTENTIONALLY BLANK]

14.

Please confirm your agreement with the terms of this letter agreement by executing this letter agreement in the indicated space below.

Yours very truly,
H.R.H. PRINCE ALWALEED BIN TALAL
BIN ABDULAZIZ AL SAUD
By:	/s/ Alwaleed bin Talal bin Abulzaziz al Saud
UNITED SAUDI COMMERCIAL BANK
By:	/s/ Alwaleed bin Talal bin Abulzaziz al Saud

15.

Accepted and Agreed to:

THE WALT DISNEY COMPANY
By:	/s/ Richard A. Nanula
	Richard A. Nanula
	Executive Vice President
	Chief Financial Officer
EDL HOLDING COMPANY
By:	/s/ David K. Thompson
	David K. Thompson
	Vice President

16.

EXHIBIT A

Irrevocable Letter of Credit

No.                     

                    , 1994

The Walt Disney Company

500 South Buena Vista Street

Burbank, California 91521

U.S.A.

1. Citibank N.A., Zurich Branch (the “L/C Bank”) hereby establishes at the request of His Royal Highness Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud (“H.R.H.”), in favour of The Walt Disney Company (“TWDC”), in connection with the Letter Agreement Regarding Sale by a Subsidiary of TWDC (the “Sale Agreement”), dated as of May     , 1994, among United Saudi Commercial Bank, H.R.H and TWDC, and the Commitment Letter (the “Commitment Letter”), dated as of May     , 1994, between H.R.H. and TWDC, this irrevocable letter of credit no.             , in the amount of Fifty Million U.S. Dollars (US$50,000,000.00) (the “Maximum Credit Amount”), effective immediately and expiring at 5:00 p.m., Geneva time, on the Expiration Date (as hereinafter defined).

2. H.R.H. has irrevocably instructed the L/C Bank to honor this letter on credit upon presentation of the demand and certificate in the form of Exhibit 1. The L/C Bank hereby irrevocably authorizes TWDC from time to time to draw on this letter of credit, in accordance with the terms and conditions hereinafter set forth, an aggregate amount not in excess of the Maximum Credit Amount. Upon payment by the L/C Bank of any drawing, the Maximum Credit Amount shall be automatically reduced by the amount so paid.

3. The “Expiration Date” shall be on the earliest of (i) the date on which the Maximum Credit Amount is reduced to zero pursuant to the preceding paragraph of this letter of credit, and (ii) the third anniversary of the date hereof.

4. The L/C Bank shall make funds available to TWDC under this letter of credit from time to time against presentation, at or prior to 5:00 p.m., Geneva time, on or prior to the Expiration Date, of two copies of its demand and certificate in the form of Exhibit 1, hereto, duly signed by the Chief Executive Officer or Chief Financial Officer of TWDC, at the office of the L/C Bank, Reiterstrasse 9-11, P.O. Box 244, CH-8021 Zurich, Switzerland, attention: Jürg Anderegg/Cedric Grant. If the L/C Bank receives any such demand and certificate at such office, all in strict conformity with the terms and conditions of this letter of credit, at or prior to 12:00 noon, Geneva time, on any Business Day (as defined below) on or prior to the Expiration Date, the L/C Bank will honor the

17.

demand and make payment at or prior to 3:00 p.m., Geneva time, on the same Business Day. If the L/C Bank receives any such demand and certificate at such office, all in strict conformity with the terms and conditions of this letter of credit, at or prior to 12:00 noon, Geneva time, on any Business Day (as defined below) on or prior to the Expiration Date, the L/C Bank will honor the demand and make payment at or prior to3:00 p.m., Geneva time, on the same Business Day. If the L/C Bank receives any such demand and certificate at such office, all in strict conformity the terms and conditions of this letter of credit, after12:00 noon, Geneva time, on any Business Day on or prior to the Expiration Date, the L/C Bank will honor the demand and make payment at or prior to 12:00 noon, Geneva time, on the next succeeding Business Day. Payment under this letter of credit shall be made by wire transfer to the account specified by TWDC in the demand and certificate. Presentment may also occur by presentation, at or prior to 5:00 p.m., Geneva time, on or prior to the Expiration Date, of two copies of the demand and certificate, duly signed by the Chief Executive Officer or Chief Financial Officer of TWDC, at the office of Citibank International, 725 South Figueroa Street, Los Angeles, California 90017, U.S.A., attention: North American Trade Services, in which case funds will be made available to TWDC under this letter of credit in accordance with standard interbank procedures. Upon receipt of a demand and certificate which is not in strict conformity with the terms and conditions of this letter of credit, the L/C Bank will promptly (and in any event within one Business Day of such receipt) notify TWDC of such nonconformity and the reason therefor, and, prior to the expiry hereof, TWDC may attempt to correct such non-conforming demand and certificate. The L/C Bank shall exercise no discretion whatsoever regarding the content and adequacy of the description under paragraph 3 of the demand and certificate. The term “Business Day” shall mean a day on which commercial banks are not authorized or required to close in Geneva, Switzerland.

5. This letter of credit shall be governed by and subject to the Uniform Customs and Practice for Documentary Credits (1993 revision), International Chamber of Commerce Publication No. 500 as in effect on the date hereof. Communications to the L/C Bank with respect to this letter of credit shall be in writing and shall be addressed to the L/C Bank at 16, quai Général-Guisan, P.O. Box 3946, CH-1211 Geneva 3, Switzerland, attention: Cedric Grant, and shall specifically refer to the number of this letter of credit.

6. This letter of credit sets forth in full the undertaking of the L/C Bank and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein, except the exhibit attached hereto and the demand and certificate referred to herein; and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement except as set forth above. All disputes arising out of or relating to this irrevocable letter of credit, shall be finally settled under the rules of conciliation and arbitration of the International Chamber of Commerce by three arbitrators appointed according to such rules. Any such arbitration shall take place in London, England and shall be conducted in the English language.

18.

Citibank N.A., Zurich Branch

By:

Name:

Title:

19.

EXHIBIT 1

DEMAND AND CERTIFICATE

Citibank N.A., Zurich Branch

Reiterstrasse 9-11, P.O. Box 244

CH-8021 Zurich

Switzerland

Attention: Jürg Anderegg/Cedric Grant

The undersigned hereby certifies as follows:

1. The undersigned is the [SPECIFY: Chief Executive Officer; Chief Financial Officer] of The Walt Disney Company (“TWDC”), the beneficiary of our Irrevocable Letter of Credit No.              (the “Letter of Credit”), issued at the request of His Royal Highness Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud (“H.R.H.”). Capitalized terms used herein and not defined herein are used as defined in the Letter of Credit.

2. A breach or default by H.R.H. has occurred pursuant to [SPECIFY ONE OR MORE: the Sale Agreement; the Commitment Letter], with the result that TWDC is entitled to draw, and does hereby draw, under the Letter of Credit              US Dollars (US$            ).

3. The nature of such default(s) or breach (es) is as follows:

[Specify in detail the default(s) or breach(es), including specific reference to the provision(s) of the Sale Agreement and/or the Commitment Letter under which such default(s) or breach(es) occurred.]

Citibank N.A. (Private Bank) shall exercise no discretion whatsoever regarding the content and adequacy of the description provided in this paragraph.

4. The amount demanded hereunder does not exceed the amount available to be drawn under the Letter of Credit.

5. The amount drawn under this Demand and Certification is to be paid by wire transfer to TWDC account no.              with [NAME OF BANK].

IN WITNESS WHEREOF, the undersigned has executed and delivered this Demand and Certification as of                          , 199    .

20.

THE WALT DISNEY COMPANY

By

Name

Title

21.

EX-2

Exhibit 2

THE WALT DISNEY COMPANY

EDL HOLDING COMPANY

500 South Buena Vista Street

Burbank, Ca 91521-0583

U.S.A

September 12, 1995

H.R.H. Prince Alwaleed Bin Talal

    Bin Abdulaziz Al Saud

P.O. Box 8653

Riyadh 11492

Kingdom of Saudi Arabia

United Saudi Commercial Bank

United Saudi Commercial Bank Building

Sitteen Street

P.O. Box 25895

Riyadh 11476

Kingdom of Saudi Arabia

Re: Amendment to Letter Agreement (“Letter Agreement”) Regarding Sale by a Subsidiary of The Walt Disney Company (“TWDC”) of Common Shares (“Shares”) of Euro Disney S.C.A. (“Euro Disney SCA”), dated May 31, 1994.

Your Royal Highness:

We are writing this letter (“Letter of Amendment”) to confirm our agreement to amend the Letter Agreement in accordance with the terms and provisions set forth below. All defined terms used but not defined in this Letter of Amendment shall have the meaning ascribed to them in the Letter Agreement.

Paragraph 1(d) (ii) of the Letter Agreement provides that, under certain conditions, “the investor and TWDC shall discuss in good faith the terms and conditions for extensions of the Sell-Down Period.”

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Accordingly, TWDC and Holding, on the one hand, and H.R.H. and USCB, on the other hand, hereby agree, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by all parties hereto, that the Letter Agreement shall be, and it hereby is, amended as follows:

1. Paragraph 1(d)(i) of the Letter Agreement is hereby amended and restated in its entity as follows:

“(d)(i) If the total number of Shares purchased or subscribed to by the Investor and USCB pursuant to the Lender Agreements, plus the total number of Shares otherwise owned or acquired by the Investor and USCB at the time of such purchase or subscription, plus the Sold Holding Shares (if any) in the aggregate has a value at the Issue Price exceeding (A) the value at the Issue Price of the Maximum Shares, less (B) the product of (x) the value of Sold Holding Shares at the Issue price times (y) .5, then the Investor and USCB shall sell or otherwise dispose of the number of Shares representing (at the Issue Price) such excess value (the “Excess Investor’s Shares”) on or prior to October 20, 2000, in a manner consistent with the provisions of Paragraph 3 hereof, and shall certify such disposition to TWDC. (For purposes of Paragraphs 1(h) and 3(c) hereof, the number of Shares having a value at the Issue Price equal to the value calculated under clause (A) and clause (B) above is referred to as the “Share Cap”.)”

2. Paragraph 1(d)(ii) of the Letter Agreement is hereby deleted in its entirety.

3. The first sentence of paragraph 3(c) of the Letter Agreement is hereby amended and restated as follows:

“The Investor agrees not to purchase any Shares (directly or indirectly, including as part of any “person” or “group” (within the meanings of Sections 13(d)(3) of, and Rules 13d-3 and 13d-5b under, the Exchange Act), and including options, rights, warrants or securities convertible into or exchangeable for Shares) for a period of ten years after completion of the Rights Offering, without the prior written consent of TWDC (other than pro rata purchases pursuant to a rights offering to all Euro Disney SCA shareholders or otherwise to avoid dilution of the Investor’s percentage ownership in Euro Disney SCA) at any time when the number of Shares owned or controlled by the Investor (directly or indirectly, including as part of any “person” or “group”) is greater than the Share Cap, or to the extent that, as a result of such purchase, the Investor (including as part of any such “person” or “group”) would own or control a number of Share greater than the Share Cap.”

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4. Paragraph 4(a) of the Letter Agreement is hereby amended by adding the following two sentences after the last sentence thereof:

“Notwithstanding any other term or provision to the contrary herein or in the Letter of Credit, the Investor shall have no obligations to maintain the Letter of Credit in effect to secure the obligations of H.R.H. hereunder from and after October 6, 1995.”

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Please confirm your agreement with the terms of this Letter of Amendment by executing same (or a counterpart of same) in the indicated space below, which will then constitute a binding agreement among us.

Sincerely yours,
THE WALT DISNEY COMPANY
By:	/s/ Sanford Litvack
EDL HOLDING COMPANY
By:	/s/ Joe Santaniello
	Vice President

ACCEPTED AND AGREED TO:
H.R.H PRINCE ALWALEED BIN TALAL BIN ABDULAZIZ AL SAUD
By:	/s/ Alwaleed bin Talal bin Abulzaziz al Saud
UNITED SAUDI COMMERCIAL BANK
By:	/s/ Alwaleed bin Talal bin Abulzaziz al Saud

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EX-3

Exhibit 3

English translation for information only

Strictly confidential

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 Steering Committee

Slaughter and May

112, avenue Kléber

75116 Paris

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Table of contents

ARTICLE 1 - DEFINITIONS		6
ARTICLE 2 - COMMITMENTS		12
ARTICLE 3 - DEFERRAL OF EXPENDITURE AND FINANCIAL OBLIGATIONS		13
3.1	Performance Indicator determination	13
3.2	Royalties and Management Fees	15
3.3	CDC Second Park Agreements	16
3.4	Partnership Structure	16
3.5	Standby Revolving Credit Facility	17
3.6	Convention Centre Lease	17
3.7	Loan rescheduling	17
3.8	Guarantee Deposits	18
ARTICLE 4 - NEW RESOURCES		19
4.1	New Credit Line	19
4.2	Share capital increase	19
ARTICLE 5 - OTHER MEASURES		21
5.1	Prepayment	21
5.2	Royalties and Management Fees	22
5.3	Investments	22
5.4	CDC Loan Agreements	22
5.5	Covenants	23
ARTICLE 6 - MAINTENANCE OF TWDC’s INTEREST IN EURO DISNEY’s SHARE CAPITAL		29
ARTICLE 7 - MISCELLANEOUS		29
7.1	Transitional period	29

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7.2	Commission – costs	31
7.3	Waiver extension	31
7.4	Agents’ powers	32
7.5	Unity of Memorandum	32
7.6	Entire agreement	32
7.7	Termination	32
7.8	Release of TWDC	33
7.9	Steering Committee	33
7.10	Confidentiality	33
7.11	Applicable law	33
7.12	Language	34

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AMONG THE UNDERSIGNED:-

1) Euro Disney SCA, a société en commandite par actions, whose registered office is at Immeubles Administratifs, RN 34, Chessy, 77144 Montevrain, registered with the Meaux Registry of Commerce under N° 334 173 887, acting in its name and on its behalf as well as in the name and on behalf of its subsidiaries not party hereto

hereinafter “Euro Disney”

2) Euro Disneyland SNC, a société en nom collectif, whose registered office is at Immeubles Administratifs, RN 34, Chessy, 77144 Montevrain, registered with the Meaux Registry of Commerce under N° 350 141 818

(hereinafter “Euro Disneyland”)

3) EDL Hôtels SCA, a société en commandite par actions, whose registered office is at Immeubles Administratifs, RN 34, Chessy, 77144 Montevrain, registered with the Meaux Registry of Commerce under N° 347 686 206,

(hereinafter “EDLH”)

4) Hôtel New York Associés SNC, Newport Bay Club Associés SNC, Sequoia Lodge Associés SNC, Cheyenne Hôtel Associés SNC, Hôtel Santa Fe Associés SNC, Centre de Divertissements Associés SNC, sociétés en nom collectif, whose registered offices are at Immeubles Administratifs, RN 34, Chessy, 77144 Montevrain, registered with the Meaux Registry of Commerce respectively under N° 380 364 877, 380 366 153, 380 366 229, 380 366 278, 380 366 385 and 380 364 422

(hereinafter the “Hotel SNCs”)

Euro Disney, Euro Disneyland, EDLH and Hotel SNCs

hereinafter collectively the “Borrowers”)

and

5) The Walt Disney Company, a company organised under the laws of the State of Delaware (United States), having its principal office at 500 South Buena Vista Street, Burbank, California, 91521 (USA),

(hereinafter “TWDC”)

and

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6) Caisse des Dépôts et Consignations, établissement public à statut spécial, whose principal office is at 56, rue de Lille, 75007 Paris,

(hereinafter “CDC”)

and

7) the banks and financial institutions listed in schedule 1 hereto, creditors of one or more of the Borrowers pursuant to the Bank Debt Agreements other than the CDC Loan Agreements,

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

(hereinafter together the “Lenders”)

and

8) BNP Paribas, a société anonyme, whose registered office is at 16 boulevard des Italiens, 75009 Paris,

9) CALYON a société anonyme, whose registered office is at 9 quai Paul Doumer, 92920 Paris La Défense,

10) Natexis Banques Populaires, a société anonyme, whose registered office is at 45, rue Saint Dominique, 75007 Paris,

11) Bayerische Hypo-Und Vereinsbank AG, whose registered office is at Am Tucherpark 1 (VTW 1) D—80538 Munich

12) Allied Irish Banks plc, acting through its London branch at 12 Old Jewry, London EC2R 8 DP acting as members of the Steering Committee (hereinafter together the “Steering Committee”)

(hereinafter together the “Parties”).

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WHEREAS:-

(A) the Euro Disney Group, which is experiencing financial difficulties, has decided to negotiate with its principal shareholder and its creditors a financial restructuring of its group;

(B) in order to allow the negotiation of necessary measures to restore the Euro Disney Group’s financial situation, the Creditors have agreed to waive their rights against the Borrowers in respect of a number of actual or potential events of default until 31st March, 2004, extended to 31st May, 2004; a further extension was granted, on the basis provided for in the request dated 18th May, 2004 until 8th June, 2004 and, upon the Memorandum of Agreement being approved by TWDC, Euro Disney, CDC and by the Steering Committee, until 30th June, 2004;

(C) such negotiations have resulted in agreement being reached on a number of measures described in this memorandum of agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:-

ARTICLE 1 - DEFINITIONS

In this Memorandum of Agreement:

“Agents” means collectively CDC, the Phase IA Agent, the Phase IB Banks Agent, the Phase IB Lenders Agent and the IA Partners’ Agent.

“AMF” means the Autorité des marchés financiers.

“Approval Date” means the date on which the Memorandum of Agreement will have been signed by TWDC, Euro Disney and CDC and approved by the Steering Committee.

“Bank Debt” means the debt of the Borrowers under the Bank Debt Agreements and the CDC Second Park Agreements.

“Bank Debt Agreements” means the following agreements: Phase IA Credit Facility Agreement, CDC Loan Agreements, Phase IA Partners Advances Agreement, Phase IB Credit Facility Agreement and Phase IB Advances Agreement.

“Business Day” means any day (other than Saturday or Sunday) on which banks are open for ordinary business in Paris.

“CDC Ixis Capital Markets” means CDC Ixis Capital Markets, a société anonyme whose registered office is at 47 quai d’Austerlitz 75013 Paris.

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“CDC Junior Loan Agreement” means the Accord CDC Relatif à l’Octroi de Prêts Participatifs dated 17 May, 1989 between CDC and Euro Disney and Euro Disneyland as amended by supplemental agreements dated 10 August, 1994 and 30 September, 1999.

“CDC Junior Loans” means the junior loans granted to Euro Disney and Euro Disneyland by CDC pursuant to the CDC Junior Loan Agreements.

“CDC Loan Agreements” means the CDC Ordinary Loan Agreement and the CDC Junior Loan Agreement.

“CDC Loans” means the CDC Ordinary Loans and the CDC Junior Loans.

“CDC Ordinary Loan Agreement” means the Accord Relatif à l’Octroi de Prêts Ordinaires dated 17 May, 1989 between CDC and Euro Disney and Euro Disneyland as amended by supplemental agreements dated 10 August, 1994 and 30 September, 1999.

“CDC Ordinary Loans” means the ordinary loans granted to Euro Disney and Euro Disneyland by CDC pursuant to the CDC Ordinary Loan Agreements.

“CDC Second Park Agreements” means the loan agreements – tranches A, B, C and D – entered into on 30 September, 1999 between Euro Disney and CDC as amended by supplemental agreements as well as Tranche E referred to in Article 3.3.2 (Deferred Interest).

“CDC Second Park Loans” means the loans granted to Euro Disney by CDC pursuant to the CDC Second Park Agreements.

“CDC Sharing Agreement” means the agreement between CDC and the Phase IA Banks as amended by supplemental agreement dated 10 August, 1994 pursuant to which CDC and the Phase IA Banks agreed to share certain security.

“Common Agreement” means the agreement dated 10 August, 1994 entered into between the Phase IA Banks, CDC, the Phase IB Banks and Lenders, the IA Partners, Euro Disney acting on its own behalf and on behalf of its subsidiaries listed in a schedule to the Common Agreement, Euro Disneyland, EDLH and the Hotel SNCs, as amended at any time by supplemental agreement or pursuant to any authorisation or waiver granted pursuant to its terms.

“Conditional Share Transfer Agreement” means the agreement pursuant to which The Walt Disney Company would become a partner in Euro Disney Associés SNC in the event that Euro Disney did not exercise the substitution option (option de substitution) referred to in the Sub-Lease Agreement.

“Convention Centre Lease” means the Crédit-Bail Agreement dated 15 May, 1996 between Centre de Congrès Newport SAS and EDLH relating to the Newport Bay Club convention centre, as amended.

“Covenants” means the covenants listed in schedule XI of the Common Agreement as amended by supplemental agreement or pursuant to any authorisation or waiver granted in accordance with the Common Agreement.

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“Crédit-Bail Agreement” means the crédit-bail agreement dated 30 June, 1994 relating to certain assets entered into between Euro Disneyland as lessor and Euro Disneyland Associés as lessee, as amended by supplemental agreements.

“Creditors” means collectively the Phase IA Banks, the Phase IB Banks and Lenders, the IA Partners and CDC.

“Effective Date” means the date on which all of the following contracts and supplemental agreements will have entered into force (such date to be not later than 1 October 2004 even if signature takes place thereafter, subject to the conditions precedent specified in the Memorandum of Agreement), namely:

(i) the supplemental agreements relating to the Bank Debt Agreements,

(ii) the supplemental agreements relating to the CDC Second Park Agreements,

(iii) the supplemental agreement relating to the Standby Revolving Credit Facility,

(iv) the agreement relating to the New Credit Line,

(v) the supplemental agreement relating to the Common Agreement, and

(vi) all other documents relating to the above contracts or which may be necessary to give effect to the provisions of the Memorandum of Agreement (other than the provisions relating to the Partnership Structure and the share capital increase),

it being agreed that the said contracts and supplemental agreements will provide for the consequences of the Partnership Structure and the share capital increase referred to in article 4.2 (Share capital increase) and that their signature will occur not later than 1 October, 2004 or such other date which may be agreed between Euro Disney, TWDC and the Agents, not being later than 1 November 2004.

“EURIBOR” means the annual rate for a period equivalent to the period in question at which Euro denominated deposits are offered on the European interbank market at 11.00 a.m. (Brussels time) two TARGET Days prior to the relevant date as determined by the European Union Bank Federation and displayed on the Telerate or Reuters screen.

“Euro Disney Group” means Euro Disney and its present and future subsidiaries.

“Euro Disney SA” means Euro Disney SA, a société anonyme whose registered office is at Immeubles Administratifs, RN 34, Chessy, 77144 Montevrain, registered in Meaux under number 341 908 945, gérant of Euro Disney.

“Expert” means, according to the nature of the question to be dealt with, one expert as regards questions relating to the Euro Disney Group’s business, one expert as regards accounting questions and one expert as regards investment-related questions. The services to be provided by the Expert will be defined by the Agents. Their appointment will be made in agreement with Euro Disney, which will bear all reasonable costs relating to their services.

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“Financial Year” means the period n commencing on 1 October of calendar year n-1 and ending on 30 September of calendar year n. For example, Financial Year 2004 commences on 1 October, 2003 and ends on 30 September, 2004.

“Guarantee Deposits” means the cash pledges constituted by Euro Disney and EDLH with the Phase IA Agent and the Phase IB Banks and Lenders Agent in accordance with article 5 of the Common Agreement.

“IA Partners” means the parties to the Financing Company’s Partners Agreement.

“IA Partners’ Agent” means CALYON in its capacity as agent of the IA Partners.

“Lenders” means collectively the Phase IA Banks, the Phase IB Banks, the Phase IB Lenders and the IA Partners.

“Letters” means (a) the letter sent by TWDC to Euro Disney dated 28 March, 2003 relating to the Licence Agreement and (b) the letter sent by Euro Disney SA to Euro Disney dated 28 March, 2003 relating to the Management Fees.

“Licence Agreement” means the licence agreement dated 28 February, 1989 between TWDC, The Walt Disney Company (Netherlands) B.V. and Euro Disney, as amended.

“Management Fees” means the fees which Euro Disney is required to pay to Euro Disney SA, in its capacity as gérant of Euro Disney, pursuant to article IV of the articles of association of Euro Disney, as amended, in particular, by the letter referred to in (b) of the definition of Letters.

“Master Agreement” means the convention pour la création et l’exploitation d’Euro Disneyland en France dated 24 March, 1987 between (i) the French Republic, (ii) the Ile-de-France Region, (iii) the Département de Seine et Marne, (iv) Régie Autonome des Transports Parisiens, (v) Etablissement Public d’Aménagement de la Ville Nouvelle de Marne-la-Vallée and (vi) Etablissement Public d’Aménagement du Secteur IV de la Ville Nouvelle de Marne-la-Vallée, of the one part, and Euro Disney and Euro Disneyland of the other part, as amended by supplemental agreements n° 1, 2, 3 and 4 as well as by the Unilateral Letters referred to in paragraph 5 of the preamble to the said Master Agreement.

“Memorandum of Agreement” means the present memorandum of agreement and its schedules.

“New Credit Line” has the meaning attributed to it in article 4.1 (New Credit Line).

“Partnership Structure” means the reorganisation of the Euro Disney Group referred to in article 3.4 (Partnership Structure) the principles of which are described in a note dated 23 December 2003 and in schedule 6.

“Performance Indicator” means, for any Financial Year, consolidated net income (loss), after profit or loss allocated to minority interests, of Euro Disney, as reported in the consolidated audited financial statements for such Financial Year determined in accordance with generally accepted accounting principles and rules in France, in particular, the principle of consistency, adjusted for the following items:

• plus minority interests as reported in the consolidated statement of income;

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• plus net income tax expense or benefit (current and deferred);

• less income (loss) from investments accounted for under the equity method;

• less the net impact of all waivers of debts or commercial or financial payables, etc. which may be granted by TWDC or its subsidiaries;

• plus the net impact (positive or negative) of depreciation and movements in reserves on tangible, intangible assets (including goodwill) and deferred charges as well as exceptional reserves and impairment charges on these same asset categories;

• plus the net impact (positive or negative) of movements in: (i) current asset reserves (for example: receivables and inventories); (ii) provisions for risks and charges and (iii) provisions recorded in exceptional earnings;

• plus operating expenses related to actual expenditures for major fixed assets renovations;

• less net gains and losses on the sale or abandonment of tangible or intangible assets;

• less financial income net of financial charges, excluding charges related to bank card commissions;

• plus Royalties and Management Fees expensed for the said fiscal year.

The Performance Indicator will be calculated based upon the consolidated statement of income of Euro Disney and the related supporting accounting records.

For purposes of the determination of the reference Performance Indicators n°1 and n°2 (as contemplated by schedule 2), accounting principles and rules applied by Euro Disney in the preparation of its consolidated financial statements for the fiscal year ending September 30, 2003, adjusted for the change in accounting principles related to the consolidation of the financing companies, in accordance with Article 133 of the Financial Security Law) will be used. In addition, the companies included in the reference consolidated group shall be those included in the semi-annual financial statements as of March 31, 2004.

Any future change in accounting principles and rules and / or the consolidated group will be reported to the Agents and the procedure described in article 3.1 (Performance Indicator determination) will be applied in order to adjust the reference Performance Indicators n°1 and n°2 and / or to calculate the Performance Indicator.

“Performance Indicator Report” has the meaning attributed to it in article 3.1 (Performance Indicator Determination).

“Phase IA Advances” means the advances made to Euro Disneyland by its partners pursuant to the Phase IA Partners Advances Agreement.

“Phase IA Agent” means BNP Paribas in its capacity as agent of the Phase IA Banks.

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“Phase IA Banks” means the banks and financial institutions party to the Phase IA Credit Facility.

“Phase IA Credit Facility Agreement” means the multi-currency credit facility agreement dated 5 September, 1989 which operates by way of drawings or the issuance of letters of credit between Euro Disney, Euro Disneyland and the Phase IA Banks, as amended by supplemental agreements dated 10 August, 1994 and 17 March, 1995.

“Phase IA Partners Advances Agreement” means the Partners Advances Agreement dated 26 April, 1989 between Euro Disneyland and its partners, as amended by supplemental agreement dated 10 August, 1994.

“Phase IB Advances” means the advances made to the Hotel SNCs pursuant to the Phase IB Advances Agreement.

“Phase IB Advances Agreement” means the agreement dated 26 April, 1991 between EDLH, the Hotel SNCs, their partners and banks and financial institutions, as amended by supplemental agreements dated 10 August, 1994, 12 July, 1995, 15 May, 1995 and 16 May, 2003.

“Phase IB Banks” means the banks and financial institutions party to the Phase IB Credit Facility Agreement.

“Phase IB Banks Agent” means CALYON in its capacity as agent of the Phase IB Banks.

“Phase IB Credit Facility Agreement” means the credit facility agreement dated 25 March, 1991 between EDLH, the Hotel SNCs and banks and financial institutions, as amended by four supplemental agreements respectively dated 10 August, 1994, 12 July, 1995, 15 May, 1995 and 16 May, 2003.

“Phase IB Lenders” means the banks and financial institutions parties to the Phase IB Advances Agreement.

“Phase IB Lenders Agent” means CALYON in its capacity as agent of the Phase IB Lenders.

“Purchase Option” means the purchase option provided for in the lease agreement referred to in (ii) of the definition of Transfer and Lease Agreements.

“Royalties” means the royalties which Euro Disney is required to pay to the Licensor (as defined in the Licence Agreement) pursuant to the Licence Agreement, as amended, in particular, by the letter referred to in (a) of the definition of Letters.

“Share Capital Increase Date” means the date of the Share Capital Increase Realisation.

“Share Capital Increase Realisation” means that the share capital increase referred to in article 4.2 (Share capital increase) has taken place, namely, when the new shares are subscribed for, paid for in full and issued and the corresponding funds have been paid to Euro Disney.

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“Signature Date” means the date on which all Parties shall have signed the Memorandum of Agreement.

“Standby Revolving Credit Facility” means the revolving credit facility in an amount of Euro 167,693,910 granted by TWDC to Euro Disney pursuant to an agreement dated 5 August, 1994.

“Sub-lease Agreement” means the sub-lease agreement dated 30 June, 1994 between Euro Disney and Euro Disney Associés relating to the assets which are the subject of the Crédit-Bail Agreement.

“Subordinated Long Term Debt” means, in respect of any amount due by the Borrowers, that its maturity and date for payment are deferred to the date on which all amounts due under the Bank Debt Agreements shall have been paid in full. Interest on the deferred amounts shall be capitalised annually in accordance with article 1154 of the Civil Code until 1 January, 2017. With effect from 1 January 2017, interest shall become due and payable annually. Payment of such interest shall, except in the case of interest due to CDC, be subordinated to the payment of amounts due under the CDC Second Park Agreements and, in the event of liquidation, subordinated to payment of all amounts due under the CDC Second Park Agreements. CDC and Euro Disney agree that, if, in any year, Euro Disney shall have sufficient available cash, they will consult in good faith to determine the amount of any repayment of principal for that year which would be made pari passu between CDC and TWDC.

“Subordination Agreement” means the agreement entered into, in particular, between CDC and Euro Disney dated 19 October 1999.

“Substitution Option” means the substitution option provided for in the Sub-lease Agreement.

“Transfer and Lease Agreements” means (i) the agreements pursuant to which Euro Disneyland and Euro Disney have transferred to Euro Disney Associés certain assets and the promotion and commission agreement entered into between Euro Disney and Euro Disney Associés each dated 1 July, 1994 and (ii) the lease agreement dated 1 July, 1994 pursuant to which Euro Disney Associés leased those assets to Euro Disney.

“Underwriters” has the meaning attributed to in article 4.2 (Share Capital Increase).

ARTICLE 2 - COMMITMENTS

Each Party expressly acknowledges that it is bound by the provisions of the Memorandum of Agreement and undertakes to comply with all its obligations thereunder.

To this end, each Party undertakes to use its best efforts in order, within a reasonable period:

(a) to prepare, negotiate, enter into and sign (or grant all necessary powers to sign) all contracts, supplemental agreements and documents,

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(b) to obtain all relevant corporate decisions, carry out all necessary changes to its articles of association, establish any company, contribute any assets,

(c) to obtain all agreements, authorisations, carry out all formalities, whether administrative or otherwise,

and, more generally, do everything which may appear to be useful or necessary to the implementation of the provisions of the Memorandum of Agreement.

TWDC and Euro Disney guarantee (se portent fort) compliance with the provisions of the Memorandum of Agreement by their respective subsidiaries.

ARTICLE 3 - DEFERRAL OF EXPENDITURE AND FINANCIAL OBLIGATIONS

3.1 Performance Indicator determination

The Parties agree that the Performance Indicator will be established in accordance with the following provisions:

(a) not later than 1 December in each calendar year commencing with the 2005 calendar year, Euro Disney will supply to the Agents a report (the “Performance Indicator Report”) comprising:

(i) its consolidated accounts certified by its auditors for the Financial Year ended 30 September of the relevant year;

(ii) in the event of any change in its accounting principles and rules during the relevant Financial Year, its pro forma consolidated accounts and the pro forma Performance Indicator;

(iii) a certificate from its gérant setting out all items taken into account and the detail of its calculations of the amounts:

• of the Performance Indicator for the Financial Year in question;

• of Royalties and Management Fees due in respect of the Financial Year in question;

• of interest payable on 31 December of the said calendar year in respect of the CDC Second Park Loans;

• of the deferrals applicable to the Royalties and Management Fees pursuant to article 3.2 (Royalties and Management Fees); and

• of the deferrals applicable to interest due in respect of the CDC Second Park Loans pursuant to article 3.3 (CDC Second Park Agreements).

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(b) In the absence of any change in accounting principles and rules, the calculation of the Performance Indicator will be verified and confirmed by the Expert within 15 days after delivery by Euro Disney to the Agents of the Performance Indicator Report, prior to payment of any Royalties, Management Fees or interest due under the CDC Second Park Agreements.

(c) in the event of any change in accounting principles and rules used as compared with those used in preparing the consolidated accounts (x) for the Financial Year ended 30 September, 2003 (other than the change in accounting principles and rules related to the consolidation of the financing companies in accordance with Article 133 of the Financial Security Law) and, in particular, with effect from the first Financial Year in respect of which IAS will be applied by Euro Disney or (y) if there have been subsequent changes to the accounting principles and rules, the last Financial Year in respect of which there was an amendment to the Performance Indicator or to the reference sequence which became effective pursuant to the provisions below:

(i) with effect from the delivery by Euro Disney to the Agents of the Performance Indicator Report, the Expert will have:

• 15 days within which to validate the format of the pro forma Performance Indicator prior to payment of Royalties, Management Fees and interest due under the CDC Second Park Agreements;

• a further 60 days to validate the amendment in the definition of “Performance Indicator” and, if necessary, or in the reference sequence.

(ii) during the 60-day period referred to in paragraph (i) above, Euro Disney and the Agents, assisted by the Expert, will consult with each other as to the amendments to be made either to the definition of the Performance Indicator or, if necessary, to the reference sequence or to both for subsequent Financial Years;

(iii) in case of disagreement either of the Expert on the Performance Indicator or of Euro Disney and the Agents as to the changes to be made to the Performance Indicator or the reference sequence by the end of the 60 day-period referred to in paragraphs (i) and (ii) above, the Agents and Euro Disney will each appoint an expert charged with making the necessary amendments for the determination of the Performance Indicator and to determine a new reference sequence taking into account the new method of calculation for subsequent Financial Years. Failing agreement between the two experts so appointed, they will appoint a third expert who, in the absence of agreement between the above mentioned experts as to his appointment, will be appointed by the chairman of the Compagnie Nationale des Commissaires aux Comptes. The two or three experts (if a third expert is appointed) will deliver their report within three months of the appointment of the last of them, such report being binding on the parties. The entire procedure shall not take longer than six months. Such experts shall be expert-comptables (certified accountants).

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3.2 Royalties and Management Fees

With effect from the Financial Year commencing on 1 October, 2004 and until and including the Financial Year ending on 30 September, 2014, the Royalties and Management Fees due in respect of any Financial Year shall be due and payable annually within 5 Business Days following the date on which the Agents shall have received the Performance Indicator Report verified and confirmed or, as the case may be, validated by the Expert as provided in article 3.1 (Performance Indicator performance).

3.2.1 Financial Years 2005 to 2009

Notwithstanding any contrary provision in the Licence Agreement, Euro Disney’s articles of association or the Letters, with effect from the Financial Year commencing on 1 October, 2004, payment of the Royalties and Management Fees due in respect of each Financial Year 2005 to 2009 inclusive, shall be deferred in a total amount of € 25 million, excluding tax, per Financial Year (representing, in aggregate, € 125 million excluding tax).

The amount of the deferral for each such Financial Year:

(a) shall be applied first to the Management Fees due in respect of the relevant Financial Year, and

(b) shall constitute Subordinated Long Term Debt bearing interest annually at 12 month EURIBOR.

3.2.2 Financial years 2007 to 2014

Notwithstanding any contrary provision in the Licence Agreement, Euro Disney’s Articles of Associations or the Letters, with effect from the Financial Year commencing on 1 October, 2006, and without prejudice to the provisions of Article 3.2.1 (Financial Years 2005 to 2009) in respect of the Financial Years 2007, 2008 and 2009, payment of the Royalties and Management Fees due in respect of Financial Years 2007 to 2014 inclusive shall, if the Performance Indicator or, as the case may be, the pro forma Performance Indicator for the relevant Financial Year is less than the reference Performance Indicator n°1 for such Financial Year stipulated in schedule 2, be deferred in an amount equal to such difference but without exceeding € 25 million excluding tax per Financial Year.

The amount so deferred for each such Financial Year:

(a) shall be applied first to the Management Fees due in respect of the relevant Financial Year, and

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(b) shall constitute Subordinated Long Term Debt bearing interest annually at 12 month EURIBOR.

3.3 CDC Second Park Agreements

3.3.1 Deferral

Interest due to CDC under the CDC Second Park Agreements on 31 December, 2004 shall be paid on the Share Capital Increase Date, or on 31 December, 2004 if the Share Capital Increase Realisation takes place prior to such date.

3.3.2 Deferred interest

With effect from the Share Capital Increase Date, interest due pursuant to the CDC Second Park Loans in respect of the years 2001 to 2003, payment of which has been deferred in accordance with the contractual provisions referred to above, together with all additional interest accrued in accordance with the relevant contractual provisions until the Share Capital Increase Date (representing at the date hereof an amount of approximately € 58 million), shall on such date become a new tranche under the CDC Second Park Agreements (Tranche “E”) which will be repayable in November 2023 and governed by the same terms as are applicable to the existing tranches A, B, C and D.

The transitional provisions relating to this deferred interest are contained in article 7.1.3 (CDC Second Park Agreements).

3.3.3 Financial Years 2005 to 2014

With effect from the Financial Year commencing on 1 October, 2004, and without prejudice to the application of any existing contractual provision, interest payable to CDC in respect of the CDC Second Park Loans on 31 December following the end of each of the Financial Years 2005 to 2014 inclusive, shall:

(a) if the Performance Indicator or, as the case may be, the pro forma Performance Indicator for such Financial Year is less than the reference Performance Indicator n°2 for such Financial Year specified in schedule 2, be deferred in the amount of that difference; the amount so deferred shall constitute Subordinated Long Term Debt bearing interest at the rate of 5.15% per annum; and

(b) as to the amount not so deferred, be payable within 5 Business Days following the date on which the Agents shall have received the Performance Indicator Report verified and confirmed or, as the case may be, validated by the Expert, as provided in article 3.1 (Performance Indicator determination), but not earlier than 31 December after the end of the relevant Financial Year.

3.4 Partnership Structure

3.4.1 In order, in particular, to save a total amount of € 290 million and to allow part of the Euro Disney Group’s shareholders’ equity to be reconstituted, it is envisaged that Euro Disney will, not later than the Share Capital Increase Date, contribute to Euro Disney

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Associés (in accordance with the spin-off regime and without resulting in a mandatory offer to acquire all the shares – offre publique de retrait obligatoire) all or substantially all of its assets and liabilities except share purchase or subscription options and commitments under share purchase or subscription option schemes existing at the date of the contribution in respect of Euro Disney shares and any other asset or liability which is non-transferable or which Euro Disney, TWDC and the Agents agree are not to be contributed. Such contribution would have the effect of terminating the Sub-lease Agreement and the lease agreement referred to in (ii) of the definition of the Transfer and Lease Agreements, as a result of the lessor and the lessee becoming the same person, Euro Disney Associés, thus avoiding the requirement to pay the Substitution Option and the Purchase Option exercise prices. Such contribution will also have a number of other consequences, among which the termination of the Conditional Share Transfer Agreement (which would be the subject of a separate express agreement).

3.4.2 All existing contracts and, in particular, the Bank Debt Agreements, the CDC Second Park Agreements and the Common Agreement will need to be amended to reflect the consequences of the implementation of the Partnership Structure, in particular, in respect of the Covenants and the Performance Indicator.

3.5 Standby Revolving Credit Facility

The outstanding amount of the Standby Revolving Credit Facility on the Share Capital Increase Date, namely, taking into account the provisions of article 7.1.1 (Standby Revolving Credit Facility), € 110 million, shall on such date constitute Subordinated Long Term Debt bearing interest at an annual rate of 12 month EURIBOR.

With effect from the Effective Date, the Standby Revolving Credit Facility may no longer be drawn down and will no longer be deducted in applying the definition of “Available Cash” contained in article 1.1 of the Subordination Agreement.

Article 7.1.1 (Standby Revolving Credit Facility) contains transitional provisions relating to the Standby Revolving Credit Facility.

3.6 Convention Centre Lease

The rent payment schedule under the Convention Centre Lease shall be deferred, as regards the portion representing principal amortisation, 5 years. A new rent payment schedule is set out in schedule 3A.

The provisions of this article are subject to the condition precedent of the Share Capital Increase Realisation taking place not later than 31 March 2005. Upon such condition precedent being satisfied, the provisions of this article will take effect on the Effective Date.

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3.7 Loan rescheduling

Subject, in the case of the Phase IA Advances and the Phase IB Advances, to obtaining any necessary agreement from the Direction de la Législation Fiscale, debt will be rescheduled as follows:

3.7.1 Phase IA Credit Agreement – Phase IB Credit Agreement – Phase IB Advances Agreement (tranche C)

The principal instalment repayment dates or commitment reduction dates under the Phase IA Credit Agreement, the Phase IB Credit Agreement and tranche C of the Phase IB Advances Agreement shall be deferred three years and six months but without the final repayment or reduction date, as the case may be, falling later than 30 December, 2014. New repayment or commitment reduction schedules are set out in schedule 3B.

3.7.2 Phase IA Partners Advances Agreement – Phase IB Advances Agreement (excluding tranche C)

The principal instalment repayment dates under the Phase IA Partners Advances Agreement and the Phase IB Advances Agreement (excluding tranche C) shall be deferred mechanically in accordance with the provisions of such contracts as a result of the deferrals provided for in article 3.7.1 (Phase IA Credit Agreement – Phase IB Credit Agreement – Phase IB Advances Agreement (tranche C)) and article 3.7.3 (CDC Loan Agreements).

3.7.3 CDC Loan Agreements

The principal instalment repayment dates falling in 2004 to 2016 inclusive under the CDC Loan Agreements (including the CDC Junior Loans transformed in accordance with article 5.4.1 (Transformation of CDC Junior Loans into CDC Ordinary Loans) will be deferred three years and six months. New repayment schedules, based on semi-annual repayments, are set out in schedule 3C.

3.7.4 Condition precedent

The provisions of this article 3.7 are subject to the condition precedent of the Share Capital Increase Realisation taking place not later than 31 March 2005. Upon such condition precedent being satisfied, the provisions of this article 3.7 will take effect on the Effective Date.

3.8 Guarantee Deposits

On the Share Capital Increase Date, the obligations of Euro Disney and EDLH relating to the Guarantee Deposits shall be terminated.

On that date, the Phase IA Agent, the Phase IB Banks Agent and the Phase IB Lenders Agent, acting on behalf of the relevant creditors, shall definitively release the Guarantee Deposits. CDC agrees to such release, subject to compliance with article 5.1.2 (CDC Ordinary Loans).

Article 7.1.2 (Guarantee Deposits) contains transitional provisions relating to Guarantee Deposits.

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ARTICLE 4 - NEW RESOURCES

4.1 New Credit Line

(a) On the Effective Date, TWDC will make available to Euro Disney a new revolving credit line for a term of ten years in a principal amount of € 150 million reduced to € 100 million from 1 October, 2009 (hereinafter the “New Credit Line”).

(b) The purpose of the New Credit Line shall be to finance Euro Disney Group’s working capital requirements.

(c) Drawings under the New Credit Line shall bear interest at 1, 3 or 6 month EURIBOR, according to the interest period selected by Euro Disney. Such interest shall be due and payable on the last day of the relevant interest period.

(d) All drawings under the New Credit Line made during a Financial Year shall be repaid by the last day of such Financial Year, i.e. 30 September. Any amount repaid may be redrawn immediately without exceeding the amounts provided for in paragraph (a) above.

(e) Failure to repay drawings on the date specified in paragraph (d) above shall in no event result in the accelerated maturity of amounts due under the New Credit Line or an event of default under the Bank Debt Agreements.

(f) Euro Disney’s obligations under the New Credit Line may not be secured.

(g) No reference to the New Credit Line shall be made in the definition of “Available Cash” in article 1.1 of the Subordination Agreement, notwithstanding the provisions of paragraph (h).

(h) In the event of a condition specified in article 7.7 (Termination) being realised, drawings under the New Credit Line then outstanding shall be subordinated on the same terms as the Standby Revolving Credit Agreement, up to € 57,700,000.

4.2 Share capital increase

(a) Euro Disney, BNP Paribas, Calyon and CDC shall use their best efforts to ensure that Euro Disney’s share capital is, subject to the approval of Euro Disney’s shareholders, increased by a gross amount of at least € 250 million not later than 31 December, 2004.

Such share capital increase shall be made by way of public offering by way of a rights issue of new shares to be subscribed for in cash.

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(b) TWDC undertakes to subscribe or cause one or more of its subsidiaries (not being a subsidiary of Euro Disney) to subscribe to such share capital increase in an amount of at least € 100 million.

(c) CDC, through CDC Ixis Capital Markets whose compliance it guarantees (porte fort), BNP Paribas, Calyon and the banks referred to in (iii) below (hereinafter the “Underwriters”) shall underwrite (not being a garantie de bonne fin pursuant to article L. 225-145 of the Commercial Code) the subscription of that part of the share capital increase which is not subscribed for by TWDC on usual commercial terms in accordance with market practice and subject to (aa) the Partnership Structure being implemented before or concurrently with the Share Capital increase Realisation, (bb) market conditions allowing such capital increase, (cc) the market authorities having granted all necessary authorisations and (dd) all necessary formalities having been taken for the Share Capital Increase Realisation (in particular, the carrying out of the Underwriters’ necessary professional due diligence). Such underwriting will be granted pursuant to an underwriting agreement which shall be entered into after agreement between Euro Disney and the Underwriters on the subscription price of the new shares, and in the following proportions:

(i) CDC, through CDC Ixis Capital Markets whose compliance it guarantees (porte fort): a gross amount of € 75 million;

(ii) each of BNP Paribas and Calyon: 50% of a gross amount of € 37,500,000; and

(iii) any banks designated by Euro Disney: a gross amount of € 37,500,000.

A common mandate including usual clauses for this type of contract and entered into between the Underwriters and Euro Disney will determine the detailed terms of the Underwriters’ participation in this transaction.

In the event of any of Euro Disney’s shareholders (other than TWDC) undertaking to exercise, directly or indirectly, its preferential subscription rights, the Underwriters’ commitment shall be reduced pro tanto, pro rata to their respective commitments.

(d) The Underwriters will be paid fees in connection with share capital increase, specified in a separate letter. These fees will be payable by Euro Disney on the delivery and payment date for the new shares.

(e) In the event that, prior to 31 December 2004, an event shall occur which is likely to compromise the Share Capital Increase Realisation, the Share Capital Increase Date may be deferred to 31 March, 2005.

(f) If on 1 February, 2005 it appeared to Euro Disney and the Underwriters that the Share Capital Increase Realisation could not take place by 31 March 2005, the said parties would consult with the Agents with a view to finding a solution.

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ARTICLE 5 - OTHER MEASURES

5.1 Prepayment

5.1.1 Phase IA Credit Facility Agreement – Phase IB Credit Facility Agreement – Phase IB Advances Agreement (tranche C)

(a) The Borrowers will partially prepay the principal amount due under the Phase IA Credit Facility Agreement, the Phase IB Credit Facility Agreement and the Phase IB Advances Agreement (tranche C) in an aggregate net amount of € 100 million in accordance with paragraph (b) and subject to the last sentence of paragraph (b) of article 7.1.4 (Debt Service under the Bank Debt Agreement).

(b) The amount required for such prepayment (excluding breakage costs and EIB penalties, if any) shall correspond, after taking into account any principal repayments in accordance with article 7.1.4 (Debt service under the Bank Debt Agreements), to the amount remaining on the Guarantee Deposits (excluding interest) which shall have been released pursuant to article 3.8 (Guarantee Deposits), and will, upon such release, be applied by the Phase IA Agent, the Phase IB Banks Agent and the Phase IB Lenders Agent, acting for the account of Euro Disney and EDLH, in such prepayment.

(c) Notwithstanding the provisions of the relevant financing agreements, such prepayment will not give rise to payment of any penalty except in the case of the EIB financed part of tranche B of the Phase IA Credit Facility Agreement.

(d) The repayment instalment schedules in Schedule 3B take such prepayment into account.

(e) In addition, and pursuant to the relevant contracts, the Borrowers will pay, on presentation of a detailed calculation, any breakage costs which may arise from such prepayment.

5.1.2 CDC Ordinary Loans

Euro Disney will partially prepay the principal amount due in respect of the CDC Ordinary Loans in a total amount of € 10 million subject to a penalty calculated in accordance with article 7.0.4 (A) of the CDC Ordinary Loan Agreement.

The repayment instalment schedules in Schedule 3C take such prepayment into account.

5.1.3 Condition precedent

The provisions of this article 5.1 are subject to the condition precedent of the Share Capital Increase Realisation taking place not later than 31 March 2005. Upon such

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condition precedent being satisfied, the provisions of this article 5.1 will take effect on the Effective Date. However, interest paid to the Lenders in accordance with article 7.1.4 (Debt service under the Bank Debt Agreements) on the principal amount repaid pursuant to this article shall remain irrevocably so paid.

5.2 Royalties and Management Fees

The Royalties and Management Fees due in respect of the 2004 Financial Year, representing approximately € 60 million (to be confirmed on the basis of the audited accounts for the 2004 Financial Year) shall be due and payable on the Share Capital Increase Date or not later than the expiry of the 30 day-period specified in article 7.7 (Termination).

5.3 Investments

5.3.1 Development investments

The development investments authorised for the Financial Years 2005 to 2009 inclusive are those programmed by Euro Disney and on the basis of which it has prepared its business plan dated 26 November 2003 increased by the portion of development investments provided for in the said business plan for the Financial Year 2004 which is not implemented, in particular, by reason of article 5.3.2 (Undertaking). These development investments are also subject to paragraph (b) of article 5.5.3 (Investments).

5.3.2 Undertaking

Euro Disney agrees, during the period from the Approval Date to the Share Capital Increase Date not to commit, in respect of the development investments and the authorised investments, any amount which would result in such commitments during the period from 1 April, 2004 to 31 March, 2005, exceeding € 90 million (excluding tax) in aggregate.

5.4 CDC Loan Agreements

5.4.1 Transformation of CDC Junior Loans to Euro Disneyland into CDC Ordinary Loans

Without prejudice to any existing contractual provisions, and without recourse against the Phase IA partners, the CDC Junior Loans to Euro Disneyland shall, on the Effective Date, be transformed into CDC Ordinary Loans without changing the debtor in an amount of € 125 million.

Accordingly, the CDC Ordinary Loans will consist of two tranches:

(a) a tranche A comprising the CDC Ordinary Loans existing prior to transformation (being € 127,456,551.06) which have the benefit of security described in the CDC Sharing Agreement; and

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(b) a tranche B comprising CDC Junior Loans granted to Euro Disneyland transformed into CDC Ordinary Loans (being € 125 million) whose only security will be a second ranking mortgage over the assets which are subject to a first ranking mortgage referred to in the CDC Sharing Agreement, to secure the principal amount of € 125 million and all interest and other amounts relating thereto.

5.4.2 Waiver of Recourse

On the Effective Date, CDC agrees to waive any recourse against any IA Partner of the société en nom collectif Euro Disneyland in respect of any failure by Euro Disneyland to comply with its payment obligations under the CDC Ordinary Loans and the CDC Ordinary Loan Agreement (prior to transformation pursuant to article 5.4.1 above) in an amount equal to 50% of the amounts due thereunder by Euro Disneyland to CDC. Accordingly, the amount of the first demand guarantee which is provided for in the agreement of 26th April, 1989 between Banque Finama, CALYON, BNP Paribas and Crédit Agricole S.A. issued in favour of Euro Disneyland’s partners on 20th September, 1989 (as amended by a supplemental agreement dated 29 October, 1999) shall be reduced by 50%. The corresponding guarantee commissions shall be reduced accordingly.

Following such waiver of recourse, the CDC Ordinary Loans made available to Euro Disneyland (being € 86,851,852.43 at the date of the Memora ndum of Agreement) will be divided into two sub-categories:

(a) a first tranche comprising half of the CDC Ordinary Loans made available to Euro Disneyland in respect of which CDC continues to have recourse against Euro Disneyland partners including the initial partners, bearing interest at 5.15% per annum; and

(b) a second tranche comprising the other half of such CDC Ordinary Loans in respect of which CDC no longer has recourse against the Euro Disneyland partners, bearing interest at 6.15% instead of 5.15% per annum.

5.4.3 Condition precedent

The provisions of this article 5.4 are subject to the condition precedent of the Share Capital Increase Realisation taking place not later than 31 March 2005. Upon such condition precedent being satisfied, the provisions of this article 5.4 will take effect on the Effective Date.

5.5 Covenants

Terms used with a capital letter in this article and not otherwise defined in the Memorandum of Agreement shall have the meaning ascribed to them in the Covenants. For the purposes of this article, “Financial Undertakings” means the financial undertakings of the Borrowers under article 2 of the Covenants.

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The Covenants which will remain of a type usual in project finance, shall be amended on the Effective Date, in accordance with the principles set out below.

In the event of Euro Disney and the Agents not succeeding in reaching agreement as to the implementation of such principles in the corresponding agreements, the Covenants in existence at the Approval Date shall remain unchanged, except as regards the Financial Undertakings, the Investments and all matters on which Euro Disney and the Agents shall have agreed.

5.5.1 Information undertakings

(A) General

(a) Data format

Euro Disney and the Agents will use their best efforts to define for the documents and data referred to in this article 5.5 a format which is satisfactory to each of the parties. In particular, the new formats will have to be consistent among themselves and, to the extent possible, be reasonably simplified and consistent with Euro Disney’s existing internal tools and formats.

Failing agreement among Euro Disney and the Agents, as to the format of documents and data referred to in this Article 5.5:

(i) in the case of existing documents and data, the format existing at the Approval Date shall be maintained; and

(ii) in the case of new documents and data, the format shall be determined by the Agents assisted, to the extent necessary, by the Expert.

Formats agreed pursuant hereto may be subject to evolutions. Any evolution shall be agreed upon by Euro Disney and the Agents.

(b) Change in accounting methods

Subject to article 3.1 (Performance Indicator determination), in the event of any change in accounting principles and rules used by reference to those used in preparing the consolidated accounts for the Financial Year ended 30 September of year N-1 and, in particular, with effect from the first Financial Year during which IAS will be applied by Euro Disney, Euro Disney will supply to the Agents consolidated accounts for the Financial Year N certified by its auditors and including by way of schedule thereto all pro forma information required by, and prepared in accordance with French accounting and stock exchange regulations in force at the time of preparation of the consolidated accounts of Financial Year N.

In addition, in support of each change in accounting principles and rules, Euro Disney’s management will supply to the Agents a note (i) describing the nature of the changes in accounting principles and rules, (ii) explaining the

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methodology applied to effect the changes in the accounts and the calculation of the Financial Undertakings and (iii) setting out the detailed calculation of the changes effected in the accounts and the Financial Undertakings.

(c) Partnership structure

By reason of the implementation of the Partnership Structure, the provisions of this article 5.5 will, if necessary, be adapted to take into account the transformation firstly of Euro Disney into a holding company and secondly of Euro Disney Associés into an operating company.

(d) Transmission

The documents and data which are the subject of the information undertakings will be communicated to the Agents electronically as well as by way of a paper copy to each Agent.

(B) Annual information

Maintenance of existing provisions except in respect of:

(a) balance sheet and profit and loss accounts for each SNC: they will henceforth be provided within the applicable legal deadlines except as regards the tax result the amount of which shall be supplied within 30 days after the end of the relevant Financial Year;

(b) Long-Term Forecast (LTF): 60 days after the end of the Financial Year;

(i) new format to be defined in respect of the operations, cash-flow and investments (authorised investments and development investments) of the Euro Disney Group, including, in particular, commentaries supporting the operational assumptions;

(ii) Euro Disney will deliver the LTF to the Agents by way of an excel data file with a paper copy;

(iii) the drivers of the computer model used by Euro Disney will have to interface with the LTF excel file and be consistent with a derivative of the “Mozart” model used for the purposes of the restructuring negotiations; this “Mozart” derivative model will be updated by Euro Disney in case of changes in accounting principles and rules;

(iv) the Revised Business Plan shall form part of the LTF;

(c) statement of TWDC expenditure: annual instead of semi-annual, this statement will have to be detailed with precise explanations as to the nature of each expenditure and, in particular, expenditure relating to investments made during the Financial Year just ended;

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(d) statement of investments realised: procedure for the CAPEX follow-up (including major fixed assets renovations);

(e) projected 12 month investment plan: 60 days after the end of the Financial Year;

(f) Performance Indicator Report in accordance with article 3.1 (Performance Indicator determination);

(g) unaudited consolidated accounts (US GAAP): replaced by the supply of form 20-F, 180 days after the end of the Financial Year (i.e. not later than 31 March of the Financial Year N +1).

(C) Semi-annual information

Maintenance of existing provisions except in respect of:

(a) unaudited SNC accounts: to be deleted;

(b) statement of expenditure: to be deleted (see paragraph (B) (b) above);

(c) balance sheets and profit and loss accounts of subsidiaries other than Main Subsidiaries: to be deleted.

(D) Quarterly information

Maintenance of existing provisions except in respect of:

(a) quarterly report (format to be defined) relating to the operations, cash-flow and investments (authorised investments and development investments) of the Euro Disney Group showing actual performance as against budget and the corresponding information for previous years;

(b) quarterly report on the development investments: development investments will be the subject of a report in accordance with article 5.5.3 (Investments) paragraph (b)(i) in the case of the 2005-2009 programme and (b) (ii) in the case of other development investments;

(c) supply of a monthly cash-flow forecast for the next 12 months in a format to be defined, updated quarterly as follows: the first cash-flow forecast for any Financial Year shall be supplied at the same time as Euro Disney’s annual operation and investment budget for such Financial Year; the forecast shall be established on the basis of the said budget and shall cover the 12 months of the said Financial Year; subsequent cash-flow forecasts shall be supplied within 30 days after the end of each of the first, second and third quarters of such Financial Year and will cover the next 12 months (on the basis of the annual budget, updated as the case may be, and the Revised Business Plan) and the months expired since the beginning of such Financial Year.

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(E) Expert

(a) the missions of the Expert will remain based on those defined in article 4 of the Agreement with the Independent Expert; to the extent possible, the recurrent missions will be reasonably simplified and be limited to:

(i) providing an annual report on the LTF, the Revised Business Plan, the performance during the Financial Year just ended, the budget, the Performance Indicator Report and, if relevant, the pro forma Performance Indicator and the treatment of changes to accounting principles and rules;

(ii) auditing the Agreed Computer Model as well as any subsequent amendment thereto;

(iii) verifying performance of the Financial Undertakings;

(iv) providing a quarterly report on the development investments with a level of detail per attraction and per expense item identical to that provided in schedule 5; this will be a light review, of a due diligence type, covering the followings aspects: progress, budget, calendar and specific problems; this will include site visits and exchanges between the Expert and Euro Disney’s specialised teams.

(b) the amendments resulting from the provisions of this article 5.5 shall be determined with the assistance of the Expert.

5.5.2 Financial Undertakings

(a) deletion of Gross Operating Profit Ratio; and

(b) specification of a new debt coverage ratio which will take into account all cash related items, be calculated annually (on an actual and forecast basis) and applicable until repayment in full of the Bank Debt Agreements and the CDC Second Park Agreements.

5.5.3 Investments

Maintenance of existing provisions except in respect of:

(a) authorised investments (article 3.2 of the Covenants)

(i) expenditures for major fixed asset renovations will be included in authorised investments;

(ii) renovations, reconstructions and repairs financed by insurance proceeds up to € 10 million per Financing Year will not be taken into account in the calculation of authorised investments;

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(iii) in the case of Financial Years 2005 to 2009 inclusive: fixed amounts in absolute value and as a percentage for each Financial Year N as specified in schedule 4 with a readjustment of the amount allowed for Financial Year N + 1 by reference to the realised turnover (excluding income from Participants) and the percentage applicable to Financial Year N;

(iv) in the case of subsequent Financial Years:

• the amount authorised for Financial Year N will be equal to 5% of the turnover (excluding income from Participants) of the prior Financial Year (N – 1), without exceeding 25% of the Performance Indicator (after Royalties and Management Fees actually paid) for such Financial Year N - 1;

• in the event that in respect of any Financial Year, interest payable to CDC in respect of the CDC Second Park Loans were to be deferred in full pursuant to article 3.3.3 (Financial Years 2005 to 2014), Euro Disney and the Agents will agree a new authorised investments budget for the following Financial Years; failing agreement within 30 days following delivery to the Agents of the Performance Indicator Report approved by the Expert, the new budget shall be set at 3 per cent of the realised turnover (excluding income from Participants) for the relevant Financial Year;

(b) development investments

(i) 2005-2009 programme:

the definition, the manner of implementing and the carrying out of development investments which Euro Disney intends to make during the 2005 to 2009 Financial Years will be followed up by the Expert. These investments are those programmed by Euro Disney and on the basis of which it has prepared its business plan dated 26 November 2003. These investments, as well as the use of contingencies and the allocation of the budget as between development investments and contingencies, shall be the subject of a quarterly follow-up report (as defined in paragraph (D)(b) of article 5.5.1 (Information Undertakings)) with a level of detail per attraction and per expenditure identical to that provided for in schedule 5. This report will be reviewed by the Expert. Any savings on an asset shall be available to finance additional investments on new assets. Upon completion of each development investment, Euro Disney shall supply a completion report (in the same form as that of the quarterly report) not later than 3 months after opening to the public. With effect from the delivery of such report, Euro Disney may no longer commit to any further expenditure constituting development investment in respect of the relevant investment;

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(ii) other development investments: in addition to the provisions of article 3.11 of the Covenants, these investments will be treated in the same manner as those included in the 2005-2009 programme as provided in paragraph (i) above.

5.5.4 Indebtedness

Maintenance of existing provisions except that the Euro Disney Group may enter into crédit-bail or financial lease agreements intended to finance investments authorised pursuant to paragraph (a) of article 5.5.3 (Investments) in a maximum amount of € 10 million per annum without the aggregate outstanding amount exceeding € 50 million.

ARTICLE 6 - MAINTENANCE OF TWDC’s INTEREST IN EURO DISNEY’s SHARE CAPITAL

TWDC undertakes to retain at least 39% of the share capital of Euro Disney until 31 December, 2016.

ARTICLE 7 - MISCELLANEOUS

7.1 Transitional period

7.1.1 Standby Revolving Credit Facility

Upon 9th June, 2004, the maturity date of the Standby Revolving Credit Facility shall be deferred until the date falling on the 5th Business Day after the expiry of the one month period referred to in article 7.3 (Waiver Extension), the other terms of the Standby Revolving Credit Facility remaining unchanged, subject to article 3.5 (Standby Revolving Letter of Credit).

With effect from the Signature Date, provided it occurs prior to the expiry of the said one-month period, the maturity date of the Standby Revolving Credit Facility shall be deferred until 30 June, 2005, the other terms thereof remaining unchanged, subject to article 3.5 (Standby Revolving Letter of Credit).

Until the Effective Date, the Standby Revolving Credit Facility may be the subject of new drawings provided that the amount outstanding thereunder shall at no time fall below € 110 million and shall be reduced to € 110 million at the Effective Date.

7.1.2 Guarantee Deposits

Subject to article 7.1.4 (Debt service under the Bank Debt Agreements), the aggregate amount of the Guarantee Deposits (€ 100 million) together with all interest accrued thereon (which shall, subject to the provisions of the said article be paid to Euro Disney on the Share Capital Increase Date) shall remain at that level from the Signature Date until the Share Capital Increase Date.

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7.1.3 CDC Second Park Agreements

No interest payment under the CDC Second Park Agreements in respect of the years 2001 to 2003, (being the amounts including accrued interest referred to in article 3.3.2 (Deferred interest)), may be made:

(a) between the Approval Date and the date falling on the 5th Business Day after the expiry of the one month period referred to in article 7.3 (Waiver Extension); and

(b) with effect from the Signature Date until 30 June, 2005.

7.1.4 Debt service under the Bank Debt Agreements

(a) The Bank Debt Agreements shall continue to be serviced (principal, interest, fees, costs and related amounts) in the usual way by the Borrowers until the Share Capital Increase Date subject to paragraphs (b) and (c) below.

(b) However, with effect from 1 October 2004, principal amounts due under the Phase IA Credit Facility Agreement and the Phase IB Credit Facility Agreement shall be paid as follows: the Phase IA Agent and the Phase IB Banks Agent, acting on behalf of the relevant creditors, shall partially release the Guarantee Deposits, in amounts equal to principal instalments as and when they fall due. CDC agrees to such release subject to all obligations to CDC referred to in paragraph (c) below having been complied with. The Parties expressly agree that the amounts so released shall simultaneously be applied by the Phase IA Agent and the Phase IB Banks Agent, acting on behalf of Euro Disney, EDLH and the relevant creditors to payment of such principal instalments. It is expressly agreed that principal debt service referred to in this paragraph and prepayments referred to in article 5.1.1. (Phase IA Credit Facility Agreement – Phase IB Credit Facility Agreement – Phase IB Advances Agreement (tranche C)) shall not exceed the Guarantee Deposit amounts (excluding interest) at the Approval Date, namely, €100 million.

(c) Until the Share Capital Increase Date, principal amounts due under the CDC Loan Agreements will be paid as follows:

(i) as regards the CDC Ordinary Loans to Euro Disney, Euro Disney will repay principal instalments, up to the amount due to CDC, out of interest accrued on the Guarantee Deposits until 30 October, 2004. Upon that date and to that end, the Phase IA Agent and the Phase IB Banks Agent, acting for the account of the relevant creditors, shall partially release accrued interest on the Guarantee Deposits, up to the amount due by Euro Disney to CDC; in the event of the amount of such interest being less than the amount due to CDC, Euro Disney will pay such shortfall;

(ii) as regards CDC Ordinary Loans to Euro Disneyland and CDC Junior Loans to Euro Disney and Euro Disneyland, payment of principal

English translation for information only Strictly confidential -  31  -

instalments shall be deferred until the Share Capital Increase Date; as security for its payment obligation in respect of the principal amounts so deferred, Euro Disney will constitute a cash pledge (gage-espèces); CDC will release such cash pledge on the Share Capital Increase Date and its restitution obligation will be set off against Euro Disney’s payment obligation in respect of the deferred principal amounts on that date.

7.2 Commission – costs

7.2.1 Commission

Euro Disney shall pay to the Creditors other than CDC in respect of the financial restructuring envisaged by the Memorandum of Agreement a global commission, excluding any value added tax thereon, of 0.80% of the aggregate outstanding amount at the Effective Date under the Phase IA Credit Facility Agreement, the Phase IB Credit Facility Agreement and the Phase IB Advances less the amounts prepaid pursuant to article 5.1.1 (Phase IA Credit Facility Agreement - - Phase IB Credit Facility Agreement - Phase IB Advances Agreement (tranche c)).

Such commission, excluding any value added tax thereon, shall be payable to the Agents other than CDC as to 0.20% on the Effective Date and as to 0.60% at the Share Capital Increase Date.

Euro Disney will pay to each Phase IA Partner a restructuring commission of € 10,000 and to CDC a restructuring commission of € 65,000 on the Effective Date, in each case excluding any value added tax thereon.

7.2.2 Costs

All reasonable costs relating to the preparation, negotiation, signature and implementation of the Memorandum of Agreement, including legal fees and the fees of KPMG, Secor and Imaginvest, as experts, in particular, incurred in respect of bank meetings, shall be borne by Euro Disney.

Payment will be made within 30 days after receipt of the relevant invoice.

7.3 Waiver extension

Upon the majority requirements provided for in the Bank Debt Agreements being met, the waiver referred to in paragraph (B) of the preamble shall be extended one month and, after approval of the Memorandum of Agreement, until the Effective Date. With effect from such approval, in the event of non-compliance by the Borrowers with their financial undertakings under the Covenants in respect of the Financial Year 2004, the Creditors hereby agree during such extension not to invoke against the Borrowers any event of default arising by reason of such non-compliance.

So long as the waiver referred to in paragraph (B) of the preamble remains effective, and notwithstanding any contrary provision in the Bank Debt Agreements, the

English translation for information only Strictly confidential -  32  -

implementation by the Borrowers of the transactions provided for in the Memorandum of Agreement in accordance with the provisions thereof shall not constitute an event of default or a potential event of default under the Bank Debt Agreements.

7.4 Agents’ powers

The Agents are hereby irrevocably and unconditionally authorised by all the Lenders to accept, in their name and on their behalf, to agree with the Parties other than the Lenders (i) to defer for up to one month the date specified in article 7.7 (Termination) in the event that further time is required for practical reasons to implement the provisions of the Memorandum of Agreement, (ii) to defer for up to one month the date of 1 November 2004 specified in the definition of Effective Date and (iii) such adjustments as may be useful or necessary to the Partnership Structure.

7.5 Unity of Memorandum

The Memorandum of Agreement constitutes an indivisible whole of which no clause may be amended without the prior agreement of all Parties or pursuant to article 7.4 (Agents’ powers).

7.6 Entire agreement

The Memorandum of Agreement constitutes the entire agreement between the Parties relating to the financial restructuring of the Euro Disney Group and accordingly supersedes and cancels any prior document relating thereto.

7.7 Termination

In the event of the Share Capital Increase Realisation not taking place or the Partnership Structure not being implemented by 31 March 2005:

(a) the Parties shall consult each other during 30 days with a view to finding a solution;

(b) failing agreement at the expiry of such period, the provisions of Article 3.1 (Performance Indicator determination), 3.2 (Royalties and Management Fees), 3.3.1 (Deferral), 3.3.2 (Deferred interest), 3.3.3 (Financial Years 2005 to 2014), 3.5 (Standby Revolving Credit Facility), 4.1 (New Credit Line) other than paragraph (h), 4.2 (Share capital increase), 5.3 (Investments), 5.5 (Covenants), 6 (Maintenance of TWDC’s interest in Euro Disney’s share capital), 7.1.2 (Guarantee Deposits), 7.1.4 (Debt service under the Bank Debt Agreements) 7.3 (Waiver extension), 7.4 (Agents’ Powers) and 7.5 (Unity of Memorandum) shall terminate. Such termination will be effective as from the expiry of the said 30-day period.

English translation for information only Strictly confidential -  33  -

7.8 Release of TWDC

In the event of the Share Capital Increase Realisation and with effect from the Share Capital Increase Date:

(i) in consideration of TWDC’s participation in the Euro Disney Group’s financial restructuring, each of the Creditors hereby waives all rights, claims, or causes of action which it may now or hereafter have against TWDC or any of its officers, directors or employees by reason of any act or omission prior to the Signature Date in respect of Euro Disneyland in France (as defined in the Master Agreement); and

(ii) each of the Creditors acknowledges and agrees that neither TWDC nor any of its officers, directors or employees is or will be considered, by reason of participating in any transaction comprised in the Euro Disney Group’s financial restructuring, to be a guarantor of or surety for Euro Disney under the Bank Debt Agreements.

7.9 Steering Committee

The Parties acknowledge that the approval of the Memorandum of Agreement by any member of the Steering Committee is only granted by reason of its participation in that working group established by the Lenders’ agents in connection with the Euro Disney Group’s financial restructuring.

Each member of the Steering Committee which has signed the Memorandum of Agreement undertakes to present, acting as Lender or sub-participant, the Euro Disney Group’s financial restructuring to its credit committee as soon as possible.

7.10 Confidentiality

Except for the press releases referred to in the paragraph below, the Parties undertake to maintain the terms of the Memorandum of Agreement strictly confidential unless otherwise required by any administrative authority or pursuant to applicable regulations including to allow Euro Disney to comply with its legal obligations as to information and consultation of employee representatives.

Euro Disney will consult the Agents prior to any release (press or otherwise) relating to the existence or the contents of the Memorandum of Agreement. This article shall not prevent (i) a Lender from supplying a copy of the Memorandum of Agreement to any transferee subject to such transferee undertaking to comply with this article or (ii) a member of the Steering Committee from discussing the Memorandum of Agreement with any other creditor of the Euro Disney Group subject to such creditor undertaking to comply with this article.

7.11 Applicable law

The Memorandum of Agreement is governed by French law.

English translation for information only Strictly confidential -  34  -

7.12 Language

The Memorandum of Agreement is drafted in the French language which shall be the sole governing version. An English language translation will be made for information only.

Made in Paris on 8 June, 2004

in 8 original counterparts

English translation for information only Strictly confidential -  35  -

Euro Disney S.C.A

By

Euro Disneyland S.N.C

By

EDL Hôtels S.C.A.

By

Hôtel New York Associés S.N.C.

By

English translation for information only Strictly confidential -  36  -

Newport Bay Club Associés S.N.C.

By

Sequoia Lodge Associés S.N.C.

By

Cheyenne Hôtel Associés S.N.C.

By

Hôtel Santa Fe Associés S.N.C.

By

English translation for information only Strictly confidential -  37  -

Centre de Divertissements Associés S.N.C.

By

The Walt Disney Company

By

Caisse des Dépôts et Consignations

By

BNP Paribas

By

English translation for information only Strictly confidential -  38  -

CALYON

By

THE STEERING COMMITTEE

BNP Paribas

By

CALYON

By

Natexis Banques Populaires

By

English translation for information only Strictly confidential -  39  -

Bayerische Hypo-Und Vereinsbank AG

By

Allied Irish Banks plc

By

Annex 6

STRICTLY CONFIDENTIAL

1. The proposed contribution by Euro Disney SCA to Euro Disney Associés of assets and liabilities (the “Contribution”) would be subject to the conditions set forth in paragraph 2 below.

Outstanding stock options as of the date of the Contribution and contingent obligations under existing stock option plans of Euro Disney SCA as of the date of the Contribution would be excluded from the Contribution.

Euro Disney SCA and Euro Disney Associés would elect in accordance with Article L.236-22 of the French Commercial Code that the Contribution be subject to the “spin off regime” (régime des scissions) provided for in articles L.236-16 to L.236-21 of the French Commercial Code and Article 210B of the French General Tax Code.

2. The Contribution would be subject to the following conditions precedent:

(i) shareholder approvals (as to which approval TWDC will take all reasonable steps to obtain the favorable vote of Euro Disney Associés and of any company which it controls directly or indirectly and which is a shareholder of, or partner in, Euro Disney SCA);

(ii) formal, final and legally binding confirmation by the AMF that no mandatory tender off (offre publique de retrait) will be required as a result of, or following, the Contribution (as to which it is noted that any formal confirmation issued by the AMF on this matter will be appealable before the Paris Court of Appeals for ten days after its publication in the Bulletin des Annonces Légales Obligatoires and that it will not be considered final and legally binding unless and until such time has expired without any appeal being filed or, in case of such an appeal, unless and until a final unappealable decisions has been rendered confirming that no mandatory tender offer will be required);

(iii) written and unconditional confirmation by the French tax authorities that (a) the contribution by EDI and EDS of their interest in Euro Disney Associés to two newly formed sociétés par actions simplifiées will be taxed as described in the letter of February 4, 2004 from Euro Disney SCA and Euro Disney Associés to the French tax authorities; (b) Article 210A and 210B of the French General Tax Code will apply to the Contribution notwithstanding the transformation of Euro Disney Associés into a société en commandite par actions; (c) certain French tax rulings issued prior to the Contribution will remain effective thereafter; and (d) the transfer of tax losses by Euro Disney SCA to Euro Disney Associés are approved (agréés) by the Direction Générale des Impôts (as to which Euro Disney SCA and Euro Disney Associés have kept the French tax authorities informed of the proposed terms of the Contribution and certain related transactions);

(iv) approval of the Contribution by the Supervisory Board (conseil de surveillance) of Euro Disney SCA;

(v) execution of the required amendment to the Master Agreement; and

(vi) consent of any party to any material agreement with Euro Disney SCA the consent of which is required in accordance with the term of such agreement for the continuation of such agreement following its contribution by Euro Disney SA to Euro Disney Associés.

3. Prior to the Contribution, the following steps are expected to be taken.

(i) EDI and EDS would capitalizae all or part of their advances to Euro Disney Associés either by subscribing for a reserved equity offering of Euro Disney Associés or by contributing their receivable to Euro Disney Associés in consideration of Euro Disney Associés equity;

(ii) Euro Disney Associés would be transformed into a société en commandite par actions;

(iii) EDI and EDS would contribute their interests in Euro Disney Associés to two newly formed sociétés par actions simplifiées, each of which would become general partner (associé commandite)¹ and shareholder (associé commanditaire of Euro Disney Associés); and

(iv) the conditional sale (Acte de Cession de Part Sociale sous Condition Suspensive) dated June 30, 1994 between EDS and Disney Enterprises, Inc. (formerly known as The Walt Disney Company) relating to one share in Euro Disney Associés will be unconditionally cancelled and terminated without any liability for any of the parties thereto.

4. As a result of the Contribution, certain measures, transactions and determinations contemplated in connection with the financial restructuring of Disneyland Resort Paris to be implemented by, or related to, Euro Disney SCA (including without limitation in connection with Management Fees and royalties under the License Agreement, the new Working Capital Facility and the existing Standby Line of Credit) may instead be implemented by, or determined by relation to, Euro Disney Associés as successor to Euro Disney SCA.

5. The contribution and the related reorganization may be subject to such adjustments and modifications as may be necessary to ensure the feasibility thereof; provided that no such adjustment or modification have the effect of undermining the intent or purpose of any material terms or provisions of the Memorandum of Agreement of June 8, 2004.

¹ In addition to EDI and EDS, a wholly-owned subsidiary of Euro Disney SCA may become general partner (associé commandité) of Euro Disney Associés.

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EX-4

Exhibit 4

TO: Caisse des dépôts et consignations

56, rue de Lille

75007 Paris, France

FROM: Disney Enterprises, Inc.

500 South Buena Vista

Burbank, California 91521

United States of America

September 29, 1999

Re: Disneyland Paris—Ongoing Interest of Disney Enterprises, Inc. (formerly, The

Walt Disney Company)                                                                                          

Ladies and Gentlemen:

1. We refer to the Loan Agreements (Contrats de Prêt, hereafter referred to as the “New CDC Loan Agreements”) dated today between Euro Disney S.C.A. (“Euro Disney S.C.A.”) and Caisse des Dépôts et Consignations (“CDC”).

2. For purposes of this letter, the following terms shall have the following respective meanings:

“Adjusted Share Capital” means, at any time, the excess of (a) the number of equity securities issued by Euro Disney S.C.A. at such time and granting their holders voting rights in general meetings of shareholders of Euro Disney S.C.A. over (b) the number of shares of Euro Disney S.C.A. issued, after the definitive realization of the Capital Increase and until such time, by reason of (i) the conversion of all or any Convertible Bonds or of any capital securities or securities granting a right to capital securities issued in exchange for the Convertible Bonds, (ii) the exercise of share subscription options granted or to be granted to employees and officers of the Euro Disney Group in accordance with articles 208-1 et seq. of the law of 24^th July, 1966 on commercial companies and (iii) the exercise of the share subscription warrants attached to the OBSAs and of the Bonus Warrants.

“Bonus Warrants” means the bonus share subscription warrants issued to the shareholders of Euro Disney S.C.A. pursuant to the tenth resolution of the shareholders of Euro Disney S.C.A. passed at the extraordinary meeting held on 8^th June, 1994.

“Capital Increase” means the increase in capital of Euro Disney S.C.A. for a gross amount of FF 5,950,289,940 (Five Billion Nine Hundred Fifty Million Two Hundred Eighty-Nine Thousand Nine Hundred Forty French Francs) pursuant to a resolution of its shareholders

passed on 8^th June, 1994 and in respect of which a notice was published in the Bulletin des Annonces Légales Obligatoires dated 13^th June, 1994.

“Convertible Bonds” means the bonds convertible into shares issued by Euro Disney S.C.A. in June 1991 in a principal amount of FF 3,969,000.

“OBSAs” means the bonds with share warrants, the issue of which has been decided by the 9^th resolution of the extraordinary general meeting of the shareholders of Euro Disney S.C.A. held on 8^th June, 1994.

3. We hereby irrevocably undertake, from the date on which Euro Disney S.C.A. shall first borrow funds under the New CDC Loan Agreements until the date on which (i) all sums due to CDC under the New CDC Loan Agreements shall have been fully repaid or paid; (ii) all other obligations under the New CDC Loan Agreements shall have been fully performed by Euro Disney S.C.A.; and (iii) all commitments of CDC under the New CDC Loan Agreements shall have terminated (the “New CDC Loan Agreements Final Date”), and notwithstanding any event of default or potential event of default under the New CDC Loan Agreements, not to cease directly or indirectly holding at any time the number of fully paid up shares set forth below:

After 10^th June, 2004 and until the New CDC Loan Agreements Final Date, a number of shares equal to not less than 16.67% of the Adjusted Share Capital of Euro Disney S.C.A. on the relevant date.

4. (a) This letter and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the laws of the State of New York without regard to the conflict of law principles thereof. Any legal action or proceeding against us with respect to this letter shall be brought exclusively in the courts of the State of New York or of the United States for the Southern District of New York, and by execution and delivery of this letter we hereby irrevocably accept the jurisdiction of the aforesaid courts.

    (b) We hereby irrevocably waive any objection which we may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this letter brought in the courts referred to in paragraph (a) above and hereby further irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

***

2

This letter is furnished in the English language by us to you in connection with the Loan Agreements and is solely for the benefit of CDC.

Very truly yours,

Disney Enterprises, Inc.

by: /s/ Sanford M. Litvack

Agreed and accepted by

Caisse des Dépôts et Consignations

by: /s/ Daniel Lebègue

3