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MEMORIAL

Journal Officiel

du Grand-Duché de

Luxembourg

MEMORIAL

Amtsblatt

des Großherzogtums

Luxemburg

R E C U E I L D E S S O C I E T E S E T A S S O C I A T I O N S

Le présent recueil contient les publications prévues par la loi modifiée du 10 août 1915 concernant les sociétés commerciales

et par la loi modifiée du 21 avril 1928 sur les associations et les fondations sans but lucratif.

C — N° 507

9 mars 2010

SOMMAIRE

2sales International S.A. . . . . . . . . . . . . . . . .

24292

Aalia S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24291

Accentus S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . .

24304

AMS Systems PSF S.A. . . . . . . . . . . . . . . . . .

24298

Apple (Lux) Liegenschaften S.à r.l. . . . . . . .

24291

CAP Gamma S.A. . . . . . . . . . . . . . . . . . . . . . .

24297

CPI Atlantis Property Trader S.à r.l. . . . . .

24304

CPI I&G Nailsea S.à r.l. . . . . . . . . . . . . . . . . .

24298

CPI I&G Nailsea S.à r.l. . . . . . . . . . . . . . . . . .

24298

Difrach (Luxembourg) S.A. . . . . . . . . . . . . .

24304

ENB Topco 1 S.àr.l. . . . . . . . . . . . . . . . . . . . .

24295

Finance Plus S.A. . . . . . . . . . . . . . . . . . . . . . . .

24290

GentleSecurity, S. à r.l. . . . . . . . . . . . . . . . . .

24290

Gestions Immobilières S.A. . . . . . . . . . . . . .

24291

Ghumte S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . .

24293

Heli-Europe S.A. . . . . . . . . . . . . . . . . . . . . . . .

24292

H.S.F.L. PAR S.A. . . . . . . . . . . . . . . . . . . . . . .

24297

H.S.F.L. PAR S.A. . . . . . . . . . . . . . . . . . . . . . .

24297

Ideefiks S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

24296

Ideefiks S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

24296

In Globo Consult S.A. . . . . . . . . . . . . . . . . . .

24292

Lancaster Properties . . . . . . . . . . . . . . . . . . .

24292

Lancaster Properties . . . . . . . . . . . . . . . . . . .

24292

Laxmi, s.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . .

24293

Lukyinvest, S.A. . . . . . . . . . . . . . . . . . . . . . . . .

24306

LuxCo 108 S.à r.l. . . . . . . . . . . . . . . . . . . . . . .

24295

Mangrove II Investments Sàrl . . . . . . . . . . .

24294

Merlin Entertainments Group Luxem-

bourg S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . .

24306

Peinture Paul Theis S.A. . . . . . . . . . . . . . . . .

24296

Prodesse Sàrl . . . . . . . . . . . . . . . . . . . . . . . . . .

24296

Property Finance France S.A. . . . . . . . . . . .

24294

Qalander S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

24295

Reali S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24291

Sheffield S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

24293

Sogelife Investment Fund . . . . . . . . . . . . . . .

24297

Sol Invictus S. à r.l. . . . . . . . . . . . . . . . . . . . . .

24294

Sopex International S.A. . . . . . . . . . . . . . . . .

24293

Stark VCI S.à r.l. . . . . . . . . . . . . . . . . . . . . . . .

24298

Thovi Finance S.A. . . . . . . . . . . . . . . . . . . . . .

24291

Top Auto S.à r.l. . . . . . . . . . . . . . . . . . . . . . . .

24290

Top Pro Sport Investment S.A. . . . . . . . . . .

24290

Vintage Capital S.A. . . . . . . . . . . . . . . . . . . . .

24290

V'JET S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . .

24297

Yati Sàrl . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24293

24289

Vintage Capital S.A., Société Anonyme.

Siège social: L-2453 Luxembourg, 5, rue Eugène Ruppert.

R.C.S. Luxembourg B 80.011.

Le bilan de la société au 31/12/2008 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg.

Pour la société
Un mandataire

Référence de publication: 2010023003/12.
(100018934) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

TPSI S.A., Top Pro Sport Investment S.A., Société Anonyme.

Siège social: L-2453 Luxembourg, 5, rue Eugène Ruppert.

R.C.S. Luxembourg B 143.100.

Luxembourg.

Pour la société
Un mandataire

Référence de publication: 2010023004/12.
(100019087) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

Top Auto S.à r.l., Société à responsabilité limitée.

Siège social: L-3250 Bettembourg, 33, rue Emile Klensch.

R.C.S. Luxembourg B 103.526.

Les comptes annuels au 31.12.2009 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Signature.

Référence de publication: 2010023005/10.
(100018535) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

Finance Plus S.A., Société Anonyme.

Siège social: L-2146 Luxembourg, 63-65, rue de Merl.

R.C.S. Luxembourg B 85.614.

Les comptes annuels au 31 décembre 2008 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Signature.

Référence de publication: 2010023106/10.
(100018714) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

GentleSecurity, S. à r.l., Société à responsabilité limitée.

Siège social: L-1131 Luxembourg, 3, rue Antoine.

R.C.S. Luxembourg B 115.090.

Signature.

Référence de publication: 2010023117/10.
(100018689) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

24290

Gestions Immobilières S.A., Société Anonyme.

Siège social: L-1930 Luxembourg, 50, avenue de la Liberté.

R.C.S. Luxembourg B 68.730.

Le bilan de clôture au 31 décembre 2008 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 4 février 2010.

Signature.

Référence de publication: 2010022882/10.
(100018114) Déposé au registre de commerce et des sociétés de Luxembourg, le 4 février 2010.

Aalia S.A., Société Anonyme.

Siège social: L-1931 Luxembourg, 47, avenue de la Liberté.

R.C.S. Luxembourg B 93.276.

Luxembourg, le 4.2.2010.

Signature.

Référence de publication: 2010022883/10.
(100018070) Déposé au registre de commerce et des sociétés de Luxembourg, le 4 février 2010.

Apple (Lux) Liegenschaften S.à r.l., Société à responsabilité limitée.

Capital social: EUR 12.500,00.

Siège social: L-2340 Luxembourg, 26, rue Philippe II.

R.C.S. Luxembourg B 127.117.

Apple (Lux) Liegenschaften S.à r.l.
Stefan Koch
Manager

Référence de publication: 2010023001/13.
(100018625) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

Reali S.à r.l., Société à responsabilité limitée.

Siège social: L-5835 Alzingen, 14, Hondsbreck.

R.C.S. Luxembourg B 101.828.

Signature.

Référence de publication: 2010023002/10.
(100018612) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

Thovi Finance S.A., Société Anonyme.

Siège social: L-3895 Foetz, 16, rue du Commerce.

R.C.S. Luxembourg B 84.131.

24, Rue Léon Kauffman L-1853 Luxembourg
Mandataire

Référence de publication: 2010023006/11.
(100019057) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

24291

Lancaster Properties, Société à responsabilité limitée.

Siège social: L-2346 Luxembourg, 20, rue de la Poste.

R.C.S. Luxembourg B 117.336.

Signature.

Référence de publication: 2010023009/10.
(100018512) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

2sales International S.A., Société Anonyme.

Siège social: L-5244 Sandweiler, 2A, Ennert dem Bierg.

R.C.S. Luxembourg B 94.799.

Signature.

Référence de publication: 2010023123/10.
(100018676) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

Heli-Europe S.A., Société Anonyme.

Siège social: L-2146 Luxembourg, 63-65, rue de Merl.

R.C.S. Luxembourg B 51.799.

Signature.

Référence de publication: 2010023124/10.
(100018675) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

In Globo Consult S.A., Société Anonyme.

Siège social: L-1221 Luxembourg, 253, rue de Beggen.

R.C.S. Luxembourg B 88.033.

Itzig, le 3 février 2010.

Pour IN GLOBO CONSULT S.A.
FIDUCIAIRE EVERARD-KLEIN S.A R.L.
Signature

Référence de publication: 2010022886/13.
(100018143) Déposé au registre de commerce et des sociétés de Luxembourg, le 4 février 2010.

Lancaster Properties, Société à responsabilité limitée.

Siège social: L-2346 Luxembourg, 20, rue de la Poste.

R.C.S. Luxembourg B 117.336.

Les comptes pour la période du 28 mars 2006 au 31 décembre 2006 ont été déposés au registre de commerce et des

sociétés de Luxembourg.

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Signature.

Référence de publication: 2010023008/11.
(100018516) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

24292

Sopex International S.A., Société Anonyme Holding.

Siège social: L-1724 Luxembourg, 9B, boulevard du Prince Henri.

R.C.S. Luxembourg B 19.014.

Les comptes annuels au 30 SEPTEMBRE 2009 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Signature.

Référence de publication: 2010023129/10.
(100018936) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

Laxmi, s.à r.l., Société à responsabilité limitée.

Siège social: L-8011 Strassen, 183, route d'Arlon.

R.C.S. Luxembourg B 116.515.

Le bilan au 31/12/2009 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 09/01/2010.

Signature.

Référence de publication: 2010023130/10.
(100019007) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

Yati Sàrl, Société à responsabilité limitée.

Siège social: L-1880 Luxembourg, 18, rue Pierre Krier.

R.C.S. Luxembourg B 134.537.

Le bilan au 31/12/2009 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg.

Signature.

Référence de publication: 2010023131/10.
(100019004) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

Sheffield S.A., Société Anonyme.

Siège social: L-1855 Luxembourg, 46A, avenue J.F. Kennedy.

R.C.S. Luxembourg B 106.561.

Le Bilan et l'affectation du résultat au 31 décembre 2008 ont été déposés au registre de commerce et des sociétés de

Luxembourg.

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 12 janvier 2010.

Sheffield S.A.
Marco Weijermans
Administrateur

Référence de publication: 2010023137/14.
(100018408) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

Ghumte S.à r.l., Société à responsabilité limitée.

Siège social: L-8010 Strassen, 198A, route d'Arlon.

R.C.S. Luxembourg B 139.364.

Le bilan au 31/12/2009 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg.

Signature.

Référence de publication: 2010023132/10.
(100018998) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

24293

Property Finance France S.A., Société Anonyme.

Capital social: EUR 82.080,00.

Siège social: L-1840 Luxembourg, 15, boulevard Joseph II.

R.C.S. Luxembourg B 64.844.

Il résulte du procès-verbal de l'Assemblée Générale des Actionnaires tenue le 8 décembre 2009 de la société Property

Finance France S.A. que les Actionnaires ont pris les décisions suivantes:

1. La durée du mandat des Gérants existants, M. Roland Burgmaier, M. Bernhard Klinger, M. Stefan Krausch, M. Michael

Krzanowski, M. Oliver May et M. Dirk Ruppert a été renouvelée jusqu'à l'Assemblée Générale Annuelle qui se tiendra
en 2010.

2. La durée du mandat du Commissaire aux Comptes existant, M. Oliver May, a été renouvelée jusqu'à l'Assemblée

Générale Annuelle qui se tiendra en 2010.

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 13 janvier 2010.

Pour Property Finance France S.A.
Oliver May
Administrateur-Délégué

Référence de publication: 2010022546/20.
(100017942) Déposé au registre de commerce et des sociétés de Luxembourg, le 4 février 2010.

Sol Invictus S. à r.l., Société à responsabilité limitée.

Capital social: EUR 12.500,00.

Siège social: L-1945 Luxembourg, 2, rue de la Loge.

R.C.S. Luxembourg B 149.253.

Assemblée Générale Extraordinaire par voie circulante du 20 décembre 2009

Les associés de la société Sol Invictus S.àr.l. se sont rassemblés en Assemblée Générale Extraordinaire par voie cir-

culante du 20 décembre 2009, il en résulte que le capital social est désormais réparti comme suit:

Monsieur Jean-Luc Robert, né le 06/05/1954 à Nancy demeurant à P-57290 Fameck,
49, rue du Moulin: trente deux parts social . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Monsieur Arnaud Bontemps, né le 28 novembre 1978 à Nancy, demeurant à L-2323 Luxembourg,
2, boulevard John Joseph Pershing: quatre vingt onze parts sociales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Monsieur Jean Claude Weyrich, né le 23 juillet 1952 à Differdange, demeurant à L-1750 Luxembourg,
16, rue Victor Hugo: deux parts sociales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total: cent vingt cinq parts sociales

125

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 20 décembre 2009.

Référence de publication: 2010022564/20.
(100018017) Déposé au registre de commerce et des sociétés de Luxembourg, le 4 février 2010.

Mangrove II Investments Sàrl, Société à responsabilité limitée.

Siège social: L-2535 Luxembourg, 20, boulevard Emmanuel Servais.

R.C.S. Luxembourg B 113.483.

La modification de la dénomination de l'Associé MANGROVE II S.C.A. SICAR en remplacement de la dénomination

NEW TECH VENTURE CAPITAL II S.C.A, ainsi que la radiation de l'ancienne dénomination NEW TECH VENTURE
CAPITAL II S.C.A a été déposée au Registre de Commerce des Sociétés.

Pour mention aux fins de publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 4/02/10.

Signature
Le Mandataire

Référence de publication: 2010022589/14.
(100018038) Déposé au registre de commerce et des sociétés de Luxembourg, le 4 février 2010.

24294

ENB Topco 1 S.àr.l., Société à responsabilité limitée.

Capital social: HKD 6.396.458,00.

Siège social: L-1940 Luxembourg, 282, route de Longwy.

R.C.S. Luxembourg B 130.884.

Extrait de la résolution adoptée par l'associé unique de la Société le 8 janvier 2010

Il résulte de la résolution de l'associé unique de la Société du 8 janvier 2010 que:
- L'associé unique a accepté la démission de Monsieur Paul Guilbert, en tant que gérant de la Société, avec effet

immédiat;

- L'associé unique a nommé Monsieur David Sullivan, né le 6 décembre 1971 à Elmhurst, Illinois, Etats-Unis d'Amérique,

ayant son adresse professionnelle à Trafalgar Court, Les Banques, St Peter Port, GY1 3QL, Guernesey, en tant que
nouveau gérant, avec effet immédiat et pour une durée indéterminée.

Il en résulte qu'à compter du 8 janvier 2010, le conseil de gérance de la Société est composé comme suit:
- Séverine Michel
- David Sullivan
- Maximilian Biagosch
- Cédric Pedoni

Séverine Michel
Gérante

Référence de publication: 2010022593/22.
(100018048) Déposé au registre de commerce et des sociétés de Luxembourg, le 4 février 2010.

LuxCo 108 S.à r.l., Société à responsabilité limitée.

Capital social: EUR 12.500,00.

Siège social: L-2520 Luxembourg, 1, allée Scheffer.

R.C.S. Luxembourg B 150.589.

Suite au contrat de cession du 24 décembre 2009, les parts sociales ordinaires de la Société détenues par TMF Cor-

porate Services S.A. ont été transférées à Korea Exchange Bank agissant en tant que Trustee, pour le compte de National
Pension Fund, immatriculé auprès du Court Administration Ministry de République de Corée sous le numéro
110171-0007134 et ayant son siège social à 181, Euljiro2(i)-ga, Jung-gu_Seoul, République Populaire Démocratique de
Corée, de sorte que ce dernier détient désormais les 500 parts sociales ordinaires représentant l'intégralité du Capital
Social de la Société.

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 3 février 2010.

Pour la société
TMF Management Luxembourg S.A.
Domiciliataire
Signatures

Référence de publication: 2010022597/20.
(100017923) Déposé au registre de commerce et des sociétés de Luxembourg, le 4 février 2010.

Qalander S.A., Société Anonyme Soparfi.

Siège social: L-1219 Luxembourg, 23, rue Beaumont.

R.C.S. Luxembourg B 129.321.

Le bilan au 31 décembre 2008 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 29 janvier 2010.

POUR LE CONSEIL D'ADMINISTRATION
Signature

Référence de publication: 2010022875/12.
(100017871) Déposé au registre de commerce et des sociétés de Luxembourg, le 4 février 2010.

24295

Ideefiks S.A., Société Anonyme.

Siège social: L-1840 Luxembourg, 39, boulevard Joseph II.

R.C.S. Luxembourg B 79.342.

Le bilan au 31.12.2005 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 2 février 2010.

Pour ordre
EUROPE FIDUCIAIRE (Luxembourg) S.A.
Boîte Postale 1307
L-1013 Luxembourg
Signature

Référence de publication: 2010022819/15.
(100017725) Déposé au registre de commerce et des sociétés de Luxembourg, le 4 février 2010.

Ideefiks S.A., Société Anonyme.

Siège social: L-1840 Luxembourg, 39, boulevard Joseph II.

R.C.S. Luxembourg B 79.342.

Le bilan au 31.12.2006 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 2 février 2010.

Pour ordre
EUROPE FIDUCIAIRE (Luxembourg) S.A.
Boîte Postale 1307
L-1013 Luxembourg
Signature

Référence de publication: 2010022820/15.
(100017724) Déposé au registre de commerce et des sociétés de Luxembourg, le 4 février 2010.

Prodesse Sàrl, Société à responsabilité limitée unipersonnelle.

Siège social: L-3284 Bettembourg, 2, rue Vieille.

R.C.S. Luxembourg B 123.783.

Le bilan au 31/12/2007 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Pour ordre
PRODESSE sarl
Signature

Référence de publication: 2010022874/12.
(100017672) Déposé au registre de commerce et des sociétés de Luxembourg, le 4 février 2010.

Peinture Paul Theis S.A., Société Anonyme.

Siège social: L-8413 Steinfort, 2, rue du Cimetière.

R.C.S. Luxembourg B 66.908.

Les comptes annuels au 31.12.2008 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 04.02.2010.

Fiduciaire Becker, Gales & Brunetti S.A.
Luxembourg

Référence de publication: 2010022876/12.
(100017800) Déposé au registre de commerce et des sociétés de Luxembourg, le 4 février 2010.

24296

H.S.F.L. PAR S.A., Société Anonyme.

Siège social: L-1660 Luxembourg, 30, Grand-rue.

R.C.S. Luxembourg B 57.323.

Les comptes annuels au 31 décembre 2006 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Signature.

Référence de publication: 2010023139/10.
(100018419) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

V'JET S.à r.l., Société à responsabilité limitée.

Siège social: L-5752 Frisange, 23A, rue de Luxembourg.

R.C.S. Luxembourg B 119.032.

Signature.

Référence de publication: 2010023140/10.
(100018417) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

Sogelife Investment Fund, Société d'Investissement à Capital Variable (en liquidation).

Siège social: L-2449 Luxembourg, 16, boulevard Royal.

R.C.S. Luxembourg B 61.390.

Les comptes annuels anticipés pour la période du 1

janvier 2007 au 19 décembre 2007 (date de mise en liquidation)

ont été déposés au registre de commerce et des sociétés de Luxembourg.

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Société Générale Securities Services Luxembourg
MJ. FERNANDES / Signature

Référence de publication: 2010023141/12.
(100018415) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

CAP Gamma S.A., Société Anonyme.

Siège social: L-1331 Luxembourg, 65, boulevard Grande-Duchesse Charlotte.

R.C.S. Luxembourg B 104.381.

Pour CAP GAMMA S.A.
Intertrust (Luxembourg) S.A.
Signatures

Référence de publication: 2010023142/12.
(100018414) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

H.S.F.L. PAR S.A., Société Anonyme.

Siège social: L-1660 Luxembourg, 30, Grand-rue.

R.C.S. Luxembourg B 57.323.

Les comptes annuels au 31 décembre 2007 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Signature.

Référence de publication: 2010023138/10.
(100018420) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

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Stark VCI S.à r.l., Société à responsabilité limitée unipersonnelle.

Siège social: L-2346 Luxembourg, 20, rue de la Poste.

R.C.S. Luxembourg B 124.787.

Frederik Kuiper
Manager

Référence de publication: 2010023146/11.
(100018494) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

CPI I&G Nailsea S.à r.l., Société à responsabilité limitée.

Siège social: L-2340 Luxembourg, 14-16, rue Philippe II.

R.C.S. Luxembourg B 124.446.

Snowdonia (NFR) Sàrl
By John Cassin

Référence de publication: 2010023147/11.
(100018490) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

CPI I&G Nailsea S.à r.l., Société à responsabilité limitée.

Siège social: L-2340 Luxembourg, 14-16, rue Philippe II.

R.C.S. Luxembourg B 124.446.

Les comptes annuels au 31 décembre 2009 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Snowdonia (NFR) Sàrl
By John Cassin

Référence de publication: 2010023148/11.
(100018465) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

AMS Systems PSF S.A., Société Anonyme.

Siège social: L-5231 Sandweiler, 69, rue d'Itzig.

R.C.S. Luxembourg B 151.080.

STATUTES

In the year two thousand and ten, on the fourth day of January.
Before Maître Paul BETTINGEN, notary residing at Niederanven (Grand Duchy of Luxembourg).

There appeared:

1° Mr Mark GILLIES, Managing Director, residing in L-2633 Senningerberg, 6, rue Naiheischen;
2° Mr Christophe THEBAULT, Managing Director, residing in F-57330 Kanfen, 33, rue de Cantevanne (France).
Such appearing parties have decided to form amongst themselves a company in accordance with the following Articles

of Incorporation:

Title I. - Denomination, Registered office, Object, Duration

Art. 1. There is established a société anonyme under the name AMS SYSTEMS PSF S.A.

Art. 2. The registered office of the corporation is established in the municipality of Sandweiler (Grand Duchy of

Luxembourg).

If extraordinary political or economic events occur or are imminent, which might interfere with the normal activity at

the registered office, or with easy communication between this office and abroad, the registered office may be declared
to have been transferred abroad provisionally until the complete cessation of these abnormal circumstances.

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Such decision, however, shall have no effect on the nationality of the corporation. Such declaration of the transfer of

the registered office shall be made and brought to the attention of third parties by the organ of the corporation, which
is best situated for this purpose under such circumstances.

Art. 3. The corporation is established for an unlimited period.

Art. 4. The object of the company shall be to act as an operator of secondary information systems and networks of

the financial sector in the framework of article 29.4 of the law of April 5, 1993 on the financial sector as amended. The
company will be responsible of the functioning of information systems other than them which permits the establishment
of accounting systems and financials statements and communication systems that form part of the information and com-
munication equipment of credit institutions, professionals of the financial sector (PSF), undertakings for collective
investment (OPC) or pension funds organized under Luxembourg or foreign law, which either are owned by the latter
or are placed at the disposal of the latter by the operator, as well as the treatment of data, the transfer of data stored in
the information system, and the installation and maintenance of information systems and communication networks of the
financial sector.

The company may establish branches and/or branch offices both inside and outside the Grand Duchy of Luxembourg.

Title II. - Capital, Shares

Art. 5. The corporate capital is set at one hundred thousand euros (EUR 100,000.-) represented by one thousand

(1,000) shares, with a par value of one hundred euros (EUR 100.-) each, fully paid-up.

The shares may be created at the owner's option in certificates representing single shares or in certificates representing

two or more shares.

The shares are in registered or bearer form, at the shareholder's option.
The corporation may, to the extent and under the terms permitted by law, purchase its own shares.
The corporate capital may be increased or reduced in compliance with the legal requirements.

Title III. - Management

Art. 6. The corporation is managed by a Board of Directors composed of at least three members, either shareholders

or not, who are appointed for a period not exceeding six years by the general meeting of shareholders which may at any
time remove them.

The number of directors, their term and their remuneration are fixed by the general meeting of the shareholders.

Art. 7. The Board of Directors shall elect from among its members a chairman.
The Board of Directors convenes upon call by the chairman, as often as the interest of the corporation so requires.
It must be convened each time two directors so request.
Decisions shall be taken by unanimity of the votes of the Directors present or represented at any meeting.
Resolutions signed by all members of the Board of Directors will be as valid and effectual as if passed at a meeting duly

convened and held. Such signatures may appear on a single document or multiple copies of an identical resolution and
may be evidenced by letter or telefax or similar means of communication.

Art. 8. The Board of Directors is invested with the broadest powers to perform all acts of administration and disposition

in compliance with the corporate object.

All powers not expressly reserved by law or by the present articles of association to the general meeting of share-

holders fall within the competence of the Board of Directors. The Board of Directors may pay interim dividends in
compliance with the legal requirements.

Art. 9. The Board of Directors may delegate its power to conduct the daily management of the corporation to minimum

two directors, managing directors or other agents, who may but are not required to be members, and who will be called
managing directors.

It may also commit the management of all the affairs of the corporation or of a special branch to minimum two managing

directors, and give special powers for determined matters to minimum two proxy holders, selected from its own members
or not, either shareholders or not.

Art. 10. The corporation will be bound in any circumstances by the joint signature of minimum two managing directors,

unless special decisions have been reached concerning the authorised signature in case of delegation of powers or proxies
given by the Board of Directors pursuant to article 9 of the present articles of association.

Art. 11. Any litigations involving the corporation either as plaintiff or as defendant, will be handled in the name of the

corporation by the Board of Directors, represented by its chairman or by one managing director delegated for this
purpose.

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Title IV. - Supervision

Art. 12. The corporation is supervised by one or several suitably qualified and experienced external auditors (réviseurs

d'entreprises), appointed by the Board of Directors which will fix their number and their remuneration, as well as the
term of their office, which must not exceed six years.

The Board of Directors of the corporation may remove the external auditor(s) at any time. The external auditor(s)

may be re-elected.

Title V. - General meeting

Art. 13. The annual meeting will be held in the commune of the registered office at the place specified in the convening

notices on the first Tuesday of May at 11:00 a.m.

If such day is a legal holiday, the general meeting will be held on the next following business day.

Title VI. - Accounting year, Allocation of profits

Art. 14. The accounting year of the corporation shall begin on the first of January and shall terminate on the thirty-

first of December of each year.

Art. 15. After deduction of any and all of the expenses of the corporation and the amortizations, the credit balance

represents the net profits of the corporation. Of the net profits, five per cent (5%) shall be appropriated for the legal
reserve; this deduction ceases to be compulsory when the reserve amounts to ten per cent (10%) of the capital of the
corporation, but it must be resumed until the reserve is entirely reconstituted if, at any time, for any reason whatsoever,
it has been touched.

Title VII. - Dissolution, Liquidation

Art. 16. The corporation may be dissolved by a resolution of the general meeting of shareholders. If the corporation

is dissolved, the liquidation will be carried out by one or more liquidators, physical or legal persons, appointed by the
general meeting of shareholders which will specify their powers and fix their remunerations.

Title VIII. - General provisions

Art. 17. All matters not governed by these articles of association are to be construed in accordance with the law of

August 10

, 1915 on commercial companies and the amendments hereto and with the law of April 5, 1993 on financial

sector as amended.

Transitory dispositions

- The first annual general meeting will be held in the year 2011.
- The first financial year begins today and will end on December 31, 2010.

Subscription and Payment

The articles of association having thus been established, the parties appearing declare to subscribe the whole capital

has been paid up to the extent of 100 % by payment in cash:

- Mark GILLIES, prenamed, eight hundred shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

800

- Christophe THEBAULT, prenamed, two hundred shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

200

Total: one thousand shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000

All the shares has be entirely paid up in cash so that the amount of one hundred thousand euros (EUR 100,000.-) is

at the free disposal of the Company and has been proved to the notary by a bank certificate.

Statement

The undersigned notary states that the conditions provided for in article 26 as amended of the Law of August 10

1915 on commercial companies have been observed.

Costs

The aggregate amount of the costs, expenditures, remunerations or expenses, in any form whatsoever, which the

corporation incurs or for which it is liable by reason of its organisation, is approximately two thousand euros (EUR
2,000.-).

Extraordinary general meeting

The above-named persons, representing the entire subscribed capital and considering themselves as duly convened,

have immediately proceeded to hold an extraordinary general meeting.

Having first verified that it was regularly constituted, they have passed the following resolutions by unanimous vote:
1.- The number of directors is fixed at four (4).
2.- The following are appointed directors:

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a) Mr Mark GILLIES, Managing Director, prenamed, born in Sydney (Australia), on September 9, 1959;
b) Mr Christophe THEBAULT, Managing Director, prenamed, born in Thionville (France), on October 25, 1973;
c) Mr Roger SIETZEN, non-executive, born in Luxembourg, on October 16, 1932, residing in L-1638 Senningerberg,

41, rue du Golf;

d) Mr William O'Shea, born in Kentish Town (Great-Britain), on January 27, 1963, residing in L-6993 Grevenmacher,

38B, route de Treves.

Their terms of office will expire after the annual meeting of shareholders approving the financial accounts for the year

ending December 31, 2010.

3.- Are appointed as managing directors whith power to bind the company by their joint signature:
Mr Mark GILLIES, prenamed, and Monsieur Christophe THEBAULT, prenamed.
4.- The registered office of the company is established at L-5231 Sandweiler, 69, rue d'Itzig.
The undersigned notary, who understands and speaks English, states herewith that on request of the above appearing

persons, the present deed is worded in English, followed by a French version. On request of the same appearing persons
and in case of divergences between the English and the French text, the English version will prevail.

Whereof, the present notarial deed was drawn up in Senningerberg, in the office of the undersigned notary, on the

day named at the beginning of this document.

The document having been read to the persons appearing, the said persons appearing signed together with the notary

the present deed.

Suit la traduction française du texte qui précède:

L'an deux mille dix, le quatre janvier.
Par-devant Maître Paul BETTINGEN, notaire de résidence à Niederanven (Grand-Duché de Luxembourg).

Ont comparu:

1° Monsieur Mark GILLIES, Managing Director, demeurant à L-2633 Senningerberg, 6, rue Naiheischen;
2° Monsieur Christophe THEBAULT, Managing Director, demeurant à F-57330 Kanfen, 33, rue de Cantevanne (Fran-

ce).

Lesquels comparants ont arrêté ainsi qu'il suit les statuts d'une société anonyme qu'ils déclarent constituer entre eux:

Titre I

. - Dénomination, Siège social, Objet, Durée

Art. 1

. Il est formé une société anonyme sous la dénomination de AMS SYSTEMS PSF S.A.

Art. 2. Le siège social est établi dans la commune de Sandweiler (Grand-Duché de Luxembourg).
Lorsque des événements extraordinaires d'ordre politique ou économique, de nature à compromettre l'activité nor-

male au siège social ou la communication aisée de ce siège avec l'étranger se produiront ou seront imminents, le siège
social pourra être déclaré transféré provisoirement à l'étranger jusqu'à cessation complète de ces circonstances anor-
males.

Toutefois, cette mesure ne pourra avoir d'effet sur la nationalité de la société. Cette déclaration de transfert du siège

social sera faite et portée à la connaissance des tiers par l'organe de la société le mieux placé pour agir dans de telles
circonstances.

Art. 3. La société est établie pour une durée illimitée.

Art. 4. La société a pour objet d'agir en tant qu'opérateur de systèmes informatiques secondaires et de réseaux de

communication du secteur financier conformément à l'article 29-4 de la loi du 5 avril 1993 relative au secteur financier
telle que modifiée. La société pourra être en charge du fonctionnement de systèmes informatiques autres que ceux
permettant l'établissement des situations comptables et des états financiers et de réseaux de communication faisant partie
du dispositif informatique et de communication propre d'établissements de crédit, professionnels du secteur financier
(PSF), organismes de placement collectif (OPC), fonds de pension de droit luxembourgeois ou de droit étranger, détenus
par elle ou mise à disposition de la société, ainsi que le traitement de données, le transfert de données enregistrées dans
les systèmes informatiques, l'installation et la maintenance de systèmes informatiques et de réseaux de communication
auprès des professionnels du secteur financier.

La société peut établir des succursales ou autres établissements aussi bien à qu'en dehors du Grand-Duché du Lu-

xembourg.

Titre II. - Capital, Actions

Art. 5. Le capital social est fixé à cent mille euros (EUR 100.000,-) représenté par mille (1.000) actions avec une valeur

nominale de cent euros (EUR 100,-) chacune, entièrement libérées.

Les actions peuvent être créées, au choix de l'actionnaire, en titres unitaires ou en certificats représentatifs de deux

ou plusieurs actions.

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Les actions sont nominatives ou au porteur, au choix de l'actionnaire.
La société peut procéder au rachat de ses propres actions aux conditions prévues par la loi.
Le capital pourra être augmenté ou réduit dans les conditions légales requises.

Titre III. - Administration

Art. 6. La société est administrée par un conseil d'administration composé de trois membres au moins, actionnaires

ou non, nommés pour un terme qui ne peut excéder six ans par l'assemblée générale des actionnaires qui peut les révoquer
à tout moment.

Le nombre des administrateurs, la durée de leur mandat et leur rémunération seront fixés par l'assemblée générale

des actionnaires.

Art. 7. Le conseil d'administration élit parmi ses membres un président.
Le conseil d'administration sera convoqué par le président, aussi souvent que les intérêts de la société le requièrent.
Il doit être convoqué chaque fois que deux administrateurs le demandent.
Les décisions seront prises à l'unanimité des voix des administrateurs présents ou représentés à une réunion.
Les résolutions signées par tous les membres du conseil d'administration auront la même validité et efficacité que si

elles ont été prises lors d'une réunion dûment convoquée et tenue. Ces signatures pourront figurer sur un document
unique ou sur plusieurs copies d'une même résolution et pourront être prouvées par lettre ou téléfax ou par des moyens
similaires de communication.

Art. 8. Le conseil d'administration a les pouvoirs les plus étendus pour accomplir tous les actes d'administration et de

disposition en conformité avec l'objet social.

Tous les pouvoirs non expressément réservés par la loi ou les présents statuts à l'assemblée générale des actionnaires

sont de la compétence du conseil d'administration. Le conseil d'administration est autorisé à payer des acomptes sur
dividendes en se conformant aux conditions prescrites par la loi.

Art. 9. Le conseil d'administration peut déléguer ses pouvoirs pour la gestion journalière de la société à minimum deux

administrateurs, directeurs et autres agents, associés ou non, qui peuvent être nommés directeurs en charge de la gestion
journalière.

Il peut aussi confier la gestion de toutes les affaires de la société ou d'un département spécial à minimum deux directeurs

et conférer des pouvoirs spéciaux pour des affaires déterminées à minimum deux mandataires, choisies parmi ses propres
membres ou non, actionnaires ou non.

Art. 10. La société est engagée en toutes circonstances par la signature conjointe de minimum deux directeurs en

charge de la gestion journalière, administrateurs ou pas, à moins que des décisions spéciales n'aient été prises quant à la
signature sociale en cas de délégation de pouvoirs ou mandats conférés par le conseil d'administration en vertu de l'article
9 des présents statuts.

Art. 11. Tous les procès impliquant la société tant en demandant qu'en défendant, seront traités au nom de la société

par le conseil d'administration, représenté par son président ou par un directeur en charge de la gestion journalière.

Titre IV. - Surveillance

Art. 12. La société est surveillée par un ou plusieurs réviseurs externes qui justifient d'une expérience professionnelle

adéquate nommés par l'organe chargé de l'administration qui fixera leur nombre et leur rémunération, ainsi que la durée
de leur fonction qui ne pourra excéder six ans.

L'organe chargé de l'administration de la société peut révoquer le(s) réviseur(s) d'entreprises à tout moment. Le(s)

réviseur(s) d'entreprises est/sont rééligible(s).

Titre V. - Assemblée générale

Art. 13. L'assemblée générale annuelle se tiendra dans la commune du siège social, à l'endroit indiqué dans les con-

vocations, le premier mardi de Mai à 11 heures.

Si ce jour est un jour férié légal, l'assemblée générale se tiendra le premier jour ouvrable suivant.

Titre VI. - Année sociale, Affectation des bénéfices

Art. 14. L'année sociale de la société commencera le premier janvier et finira le trente et un décembre de chaque

année.

Art. 15. L'excédent favorable du bilan, déduction faite de toutes charges de la société et des amortissements, forme

le bénéfice net de la société. Sur ce bénéfice net cinq pour cent (5%) seront affectés à la réserve légale; ce prélèvement
cessera d'être obligatoire lorsque la réserve aura atteint dix pour cent (10%) du capital social, mais devra être repris
jusqu'à entière reconstitution si, à un moment donné et pour quelque cause que ce soit, le fonds de réserve a été entamé.

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Titre VII. - Dissolution, Liquidation

Art. 16. La société peut être dissoute par décision de l'assemblée générale des actionnaires. En cas de dissolution de

la société, la liquidation s'effectuera par un ou plusieurs liquidateurs, personnes physiques ou morales, nommés par
l'assemblée générale des actionnaires, qui déterminera leurs pouvoirs et fixera leur rémunération.

Titre VIII. - Dispositions générales

Art. 17. Pour tous les points non réglés par les présents statuts, les parties se réfèrent aux dispositions de la loi du 10

août 1915 sur les sociétés commerciales et ses lois modificatives ainsi que de la loi du 5 avril 1993 relative au secteur
financier telle que modifiée.

Dispositions transitoires

- La première assemblée générale annuelle aura lieu en l'an 2011.
- Le premier exercice social commence ce jour et finira le 31 décembre 2010.

Souscription et Libération

Les statuts de la société ayant été ainsi constitués, les comparants déclarent souscrire l'intégralité du capital et le libérer

totalement par un paiement en espèces:

- Monsieur Mark GILLIES, prénommé, huit cents actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

800

- Monsieur Christophe THEBAULT, prénommé, deux cents actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

200

Total: mille actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.000

Toutes les actions ont été entièrement libérées par un versement en espèces, de sorte que la somme de cent mille

euros (EUR 100.000,-) se trouve à la libre disposition de la Société ainsi qu'il en a été prouvé au notaire par une attestation
bancaire.

Constatation

Le notaire instrumentant a constaté que les conditions exigées par l'article 26 de la loi du 10 août 1915 sur les sociétés

commerciales, telle que modifiée, ont été accomplies.

Evaluation des frais

Le montant des frais, dépenses, rémunérations ou charges, sous quelque forme que ce soit, qui incombent à la société

ou qui sont mis à sa charge en raison de sa constitution, est évalué à approximativement deux mille euros (EUR 2.000,-).

Assemblée générale extraordinaire

Les comparants préqualifiés, représentant l'intégralité du capital social souscrit et se considérant comme dûment

convoqués, se sont ensuite constitués en assemblée générale extraordinaire.

Après avoir constaté que la présente assemblée était régulièrement constituée, ils ont pris à l'unanimité les résolutions

suivantes:

1.- Le nombre des administrateurs est fixé à quatre (4).
2.- Sont nommés administrateurs:
a) Monsieur Mark GILLIES, Managing Director, prénommé, né à Sydney (Australie), le 9 septembre 1959;
b) Monsieur Christophe THEBAULT, Managing Director, prénommé, né à Thionville (France), le 25 octobre 1973;
c) Monsieur Roger SIETZEN, non-executive, né à Luxembourg, le 16 octobre 1932, demeurant à L-1638 Senningerberg,

41, rue du Golf;

d) Monsieur William O'Shea, né à Kentish Town (Grande-Bretagne), le 27 janvier 1963, demeurant à L-6993 Greven-

macher, 38B, route de Trèves.

Leurs mandats prendront fin à l'issue de l'assemblée annuelle des actionnaires approuvant les comptes annuels de

l'exercice social se terminant le 31 décembre 2010.

3.- Sont désignés comme directeurs en charge de la gestion journalière avec pouvoir d'engager la société par leur

signature conjointe:

Monsieur Mark GILLIES, prénommé, et Monsieur Christophe THEBAULT, prénommé.
4.- Le siège social de la société est établi à L-5231 Sandweiler, 69, rue d'Itzig.
Le notaire soussigné, qui comprend et parle l'anglais, constate par les présentes qu'à la requête des comparants, les

présents statuts sont rédigés en anglais suivi d'une version française. A la requête des mêmes comparants et en cas de
divergences entre le texte anglais et le texte français, la version anglaise fera foi.

Dont acte, fait et passé à Senningerberg, en l'étude du notaire soussigné, date qu'en tête des présentes.
Et après lecture faite aux comparants, ils ont signé avec le notaire le présent acte.
Signé: Mark Gillies, Christophe Thebault, Paul Bettingen.

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Enregistré à Luxembourg, A.C., le 4 janvier 2010. LAC/2010/107. Reçu soixante-quinze euros 75,00 €

Le Receveur ff. (signé): Carole Frising.

- Pour copie conforme - délivrée à la société aux fins de publication au Mémorial, Recueil des Sociétés et Associations.

Senningerberg, le 15 janvier 2010.

Paul BETTINGEN.

Référence de publication: 2010022388/282.
(100018093) Déposé au registre de commerce et des sociétés de Luxembourg, le 4 février 2010.

CPI Atlantis Property Trader S.à r.l., Société à responsabilité limitée.

Siège social: L-2340 Luxembourg, 14-16, rue Philippe II.

R.C.S. Luxembourg B 131.453.

Les comptes annuels au 31 juillet 2009 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Snowdonia (NFR) Sàrl
By John Cassin

Référence de publication: 2010023149/11.
(100018462) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

Difrach (Luxembourg) S.A., Société Anonyme.

Siège social: L-1526 Luxembourg, 23, Val Fleuri.

R.C.S. Luxembourg B 51.429.

Signature.

Référence de publication: 2010023162/10.
(100018435) Déposé au registre de commerce et des sociétés de Luxembourg, le 5 février 2010.

Accentus S.à r.l., Société à responsabilité limitée.

Siège social: L-1331 Luxembourg, 65, boulevard Grande-Duchesse Charlotte.

R.C.S. Luxembourg B 145.395.

In the year two thousand and nine.
On the twenty-third of December.
Before Maître Jean SECKLER, notary residing at Junglinster (Grand Duchy of Luxembourg), undersigned.

THERE APPEARED:

The company High Road Capital Partners Fund I, L.P., a partnership organized under the laws of the State of Delaware,

United States of America, having its registered office at Corporation Trust Company, 1209 Orange Street, New Castle,
DE 19801, Delaware, United States of America and registered with the Secretary of State of the State of Delaware under
number 4431048,

here represented by Mrs. Amélie BRICE, private employee, professionally residing at L-1331 Luxembourg, 65, boule-

vard Grande-Duchesse Charlotte, by virtue of a proxy given under private seal.

The said proxy signed "ne varietur" by the attorney and the undersigned notary will remain attached to the present

deed, in order to be recorded with it.

The appearing party, through its attorney, declared and requested the notary to act:
that the appearing party is the sole present partner of the private limited company (société à responsabilité limitée)

"Accentus S.à r.l.", having its registered office at L-1331 Luxembourg, 65, boulevard Grande-Duchesse Charlotte, R.C.S.
Luxembourg B 145395, incorporated by deed of Me Joseph ELVINGER, notary residing in Luxembourg (Grand Duchy of
Luxembourg), on March 16, 2009, published in the Mémorial C n° 779 dated April 10, 2009, and that the appearing party
has taken the following resolution:

Resolution

The appearing party decides to adopt an accounting year beginning on January 1

and ending on December 31

every year, acknowledges that as an exception the accounting year which has begun on March 16, 2009 will end on

24304

December 31, 2009, and decides to amend subsequently article 22 of the articles of association which will have henceforth
the following wording:

" Art. 22. The Company's financial year begins on the first day of the month of January and ends on the last day of the

month of December every year."

Expenses

The expenses, costs, remunerations or charges in any form whatsoever, which shall be borne by the company as a

result of the present deed, are estimated at approximately nine hundred Euro.

Declaration

The undersigned notary who understands and speaks English and French states herewith that on request of the above

appearing persons, the present deed is worded in English followed by a French translation. On request of the same
appearing persons and in case of divergences between the English and the French text, the English version will prevail.

WHEREOF, the present notarial deed was drawn up in Luxembourg, on the day named at the beginning of this do-

cument.

The document having been read to the attorney, known to the notary by her surname, Christian name, civil status and

residence, the attorney signed together with us, the notary, the present original deed.

Suit la traduction en langue française du texte qui précède:

L'an deux mille neuf.
Le vingt-neuf décembre.
Par-devant Maître Jean SECKLER, notaire de résidence à Junglinster (Grand-Duché de Luxembourg).

A COMPARU:

La société High Road Capital Partners Fund I, L.P., un limited partnership constitué selon les lois de l'état du Delaware,

Etats-Unis d'Amérique, ayant son siège social à Corporation Trust Company, 1209 Orange Street, New Castle, DE 19801,
Delaware, Etats-Unis d'Amérique, enregistrée après du Secrétaire d'Etat de l'Etat du Delaware sous le numéro 4431048,

ici représentée par Madame Amélie BRICE, employée privée, demeurant professionnellement à L-1331 Luxembourg,

65, boulevard Grande-Duchesse Charlotte, en vertu d'une procuration sous seing privé.

La prédite procuration, signée "ne varietur" par le mandataire et le notaire instrumentant, restera annexée au présent

acte avec lequel elle sera enregistrée.

Laquelle comparante, par son mandataire, a requis le notaire instrumentaire d'acter ce qui suit:
Que la comparante est l'unique associée actuelle de la société à responsabilité limitée "Accentus S.à r.l.", ayant son

siège social à L-1331 Luxembourg, 65, boulevard Grande-Duchesse Charlotte, R.C.S. Luxembourg B 145395, constituée
par-devant Me Joseph ELVINGER, notaire de résidence à Luxembourg (Grand-Duché de Luxembourg), en date du 16
mars 2009, acte publié au Mémorial C n° 779 en date du 10 avril 2009,

et que la comparante a pris la résolution suivante:

Résolution

La comparante décide d'adopter un exercice social commençant le 1

janvier et se terminant le 31 décembre de

chaque année, constate qu'exceptionnellement, l'exercice social qui a commencé le 16 mars 2009 prendra fin le 31
décembre 2009 et décide de modifier dès lors l'article 22 des statuts qui aura dorénavant la teneur suivante:

" Art. 22. L'année sociale de la Société commence le premier jour du mois de janvier et finit le dernier jour du mois

de décembre de chaque année."

Frais

Tous les frais et honoraires incombant à la société à raison des présentes sont évalués à la somme de neuf cents Euros.

Déclaration

Le notaire soussigné qui comprend et parle l'anglais et le français, constate par les présentes qu'à la requête des

personnes comparantes, le présent acte est rédigé en anglais suivi d'une traduction française. A la requête des mêmes
personnes comparantes et en cas de divergences entre le texte anglais et français, la version anglaise fera foi.

DONT ACTE, fait et passé à Luxembourg, date qu'en tête des présentes.
Et après lecture faite et interprétation donnée au mandataire, connu du notaire par son nom, prénom usuel, état et

demeure, il a signé avec Nous notaire le présent acte.

Signé: BRICE - J. SECKLER.
Enregistré à Grevenmacher, le 5 janvier 2010. Relation GRE/2010/16. Reçu soixante-quinze euros (75,- €).

Le Receveur (signé): G. SCHLINK.

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POUR EXPEDITION CONFORME, délivrée aux fins de la publication au Mémorial, Recueil des Sociétés et Associa-

tions.

Junglinster, le 1

février 2010.

Référence de publication: 2010021755/82.
(100017198) Déposé au registre de commerce et des sociétés de Luxembourg, le 3 février 2010.

Lukyinvest, S.A., Société Anonyme.

Siège social: L-2128 Luxembourg, 22, rue Marie-Adélaïde.

R.C.S. Luxembourg B 135.959.

Le bilan au 31 décembre 2007 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 4 février 2010.

Référence de publication: 2010022862/10.
(100018296) Déposé au registre de commerce et des sociétés de Luxembourg, le 4 février 2010.

Merlin Entertainments Group Luxembourg S.à r.l., Société à responsabilité limitée.

Capital social: EUR 962.587,50.

Siège social: L-1273 Luxembourg, 19, rue de Bitbourg.

R.C.S. Luxembourg B 108.846.

In the year two thousand ten, on the sixth day of January.
Before the undersigned Maître Joseph Elvinger, notary public residing in Luxembourg, Grand Duchy of Luxembourg.
Was held an extraordinary general meeting of shareholders of Merlin Entertainments Group Luxembourg S.à r.l., a

société à responsabilité limitée incorporated and existing under the laws of Luxembourg, with registered office at 19, rue
de Bitbourg, L-1273 Luxembourg, registered with the Luxembourg Trade and Companies' Register under number B
108.846 (the "Company") and incorporated pursuant to a deed of the undersigned notary on 22 June 2005 published in
the Mémorial C, Recueil des Sociétés et Associations number 1128 of 2 November 2005. The articles of association have
been amended for the last time pursuant to a deed of the undersigned notary on 27 November 2009.

The meeting was opened with Flora Gibert, notary clerk, residing in Luxembourg, in the chair.
The meeting elected as scrutineer and secretary, Virginie Lepage, lawyer, residing in Luxembourg.
The board of the meeting having thus been constituted, the chairman declared and requested the notary to state:
I. That the agenda of the meeting is the following:

Agenda

1. Increase of the share capital of the Company by an amount of fourteen thousand nine hundred thirty-two euro and

fifty cent (EUR 14,932.50), from its current amount of nine hundred forty-seven thousand six hundred fifty-five euro (EUR
947,655) up to an amount of nine hundred sixty-two thousand five hundred eighty-seven euro and fifty cent (EUR
962,587.50) through the issuance of five thousand nine hundred seventy-three (5,973) A1 ordinary shares, five thousand
nine hundred seventy-three (5,973) A2 ordinary shares, five thousand nine hundred seventy-three (5,973) A3 ordinary
shares, five thousand nine hundred seventy-three (5,973) A4 ordinary shares and five thousand nine hundred seventy-
three (5,973) A5 ordinary shares of the Company with a par value of fifty cent (EUR 0.50) each.

2. Full restatement of the articles of association of the Company.
Miscellaneous.3.
II. That the shareholders present or represented, the proxies of the represented shareholders and the number of their

shares are shown on an attendance list; this attendance list, signed by the shareholders, the proxies of the represented
shareholders and by the board of the meeting, will remain annexed to the present deed to be filed at the same time with
the registration authorities.

The proxies of the represented shareholders, initialed ne varietur by the appearing parties will also remain annexed

to the present deed.

III. That the whole share capital being present or represented at the present meeting and all the shareholders present

or represented declaring that they have had due notice and got knowledge of the agenda prior to this meeting, no
convening notices were necessary.

IV. That the present meeting, representing the whole share capital, is regularly constituted and may validly deliberate

on all the items of the agenda.

Then the general meeting after deliberation, unanimously took the following resolutions:

24306

First resolution

The general meeting resolves to increase the share capital of the Company by an amount of fourteen thousand nine

hundred thirty-two euro and fifty cent (EUR 14,932.50), from its current amount of nine hundred forty-seven thousand
six hundred fifty-five euro (EUR 947,655) up to an amount of nine hundred sixty-two thousand five hundred eighty-seven
euro and fifty cent (EUR 962,587.50) through the issuance of five thousand nine hundred seventy-three (5,973) A1 ordinary
shares, five thousand nine hundred seventy-three (5,973) A2 ordinary shares, five thousand nine hundred seventy-three
(5,973) A3 ordinary shares, five thousand nine hundred seventy-three (5,973) A4 ordinary shares and five thousand nine
hundred seventy-three (5,973) A5 ordinary shares of the Company with a par value of fifty cent (EUR 0.50) each.

Subscription and Payment

The five thousand nine hundred seventy-three (5,973) A1 ordinary shares, the five thousand nine hundred seventy-

three (5,973) A2 ordinary shares, the five thousand nine hundred seventy-three (5,973) A3 ordinary shares, the five
thousand nine hundred seventy-three (5,973) A4 ordinary shares and the five thousand nine hundred seventy-three
(5,973) A5 ordinary shares of the Company (the "New Shares") with a par value of fifty cent (EUR 0.50) each have been
subscribed by KIRKBI A/S, a company incorporated in Denmark, with registered office at Koldingvej 2, DK-7190 Billund,
Denmark, at a total subscription price of nine million one hundred sixty-seven thousand twenty-six euro sixty-one cents
(EUR 9,167,026.61) of which fourteen thousand nine hundred thirty-two euro and fifty cent (EUR 14,932.50) shall be
allocated to the share capital and nine million one hundred fifty-two thousand ninety-four euro eleven cent (EUR
9,152,094.11) shall be allocated to the share premium.

The New Shares have been fully paid up through a contribution in cash by KIRKBI A/S, prenamed, so that the total

amount of nine million one hundred sixty-seven thousand twenty-six euro sixty-one cents (EUR 9,167,026.61) is at the
disposal of the Company as it has been proven to the undersigned notary.

The general meeting resolves to authorise any lawyer of Arendt & Medernach, acting individually, to make the appro-

priate amendments in the shareholders' register of the Company in order to reflect the increase of share capital.

Second resolution

The general meeting resolves to fully restate the articles of association of the Company, which shall now read as

follows:

A. Definitions

Art. 1.1. In these Articles unless there is something in the subject or context inconsistent therewith:
"A Ordinary Shares" means the A1 Ordinary Shares, the A2 Ordinary Shares, the A3 Ordinary Shares, the A4 Ordinary

Shares and the A5 Ordinary Shares taken together and "A Ordinary Share" means one of any of them;

"A1 Ordinary Shares" means the A1 ordinary shares of EUR 0.5 - each in the capital of the Company having the rights

set out in these Articles;

"A2 Ordinary Shares" means the A2 ordinary shares of EUR 0.5 - each in the capital of the Company having the rights

set out in these Articles;

"A3 Ordinary Shares" means the A3 ordinary shares of EUR 0.5 - each in the capital of the Company having the rights

set out in these Articles;

"A4 Ordinary Shares" means the A4 ordinary shares of EUR 0.5 - each in the capital of the Company having the rights

set out in these Articles;

"A5 Ordinary Shares" means the A5 ordinary shares of EUR 0.5 - each in the capital of the Company having the rights

set out in these Articles;

"A1 PECs" means class A1 PECs issued on the terms of the Original PEC Instruments;
"A2 PECs" means class A2 PECs issued on the terms of the Original PEC Instruments;
"acting in concert" has the meaning set out in the City Code on Takeovers and Mergers, save that Gisele TopCo,

Gisele HoldCo, Gisele BidCo, WIZARD EquityCo, WIZARD BondCo, WIZARD AcquisitionCo, BLACKSTONE, Ni-
cholas Varney, Andrew Carr, Mark Fisher, Johannes Mock, James Burleigh, Christopher Scurrah, Grant Stenhouse,
Christine Dure-Smith, Lesley Lloyd-Steer, Gordon Mutton, Robert Hicks, Stephen Shears, Michael Stephenson, Michael
Salt, Roland Maes, Nicola Hamilton, Vicky Brown, Meike Schulze, Stephen Duncan, KIRKBI Shareholders, DIC Sharehol-
ders, Caddis Assets Limited or the Company shall not be deemed to be acting in concert solely by reason of their having
executed and having acted in accordance with any agreement between any of them in relation to their investment in the
Company;

"Actual Equity Percentage" means:
(a) in respect of BLACKSTONE, the percentage of the Shares held by (or on behalf of) BLACKSTONE at the relevant

time;

(b) in respect of KIRKBI, the percentage of the Shares held by (or on behalf of) KIRKBI at the relevant time;
(c) in respect of the DIC Group, the percentage of the Shares held by (or on behalf of) the DIC Shareholders and the

DIC Co-Investors at the relevant time;

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"Adjusted Equity Percentage" means:
(a) in respect of KIRKBI, the Actual Equity Percentage of KIRKBI at the relevant time adjusted to exclude the dilutive

effect on such percentage of any Involuntary Dilution occurring after the adoption of these Articles; and

(b) in respect of the DIC Group, the Actual Equity Percentage of the DIC Group at the relevant time adjusted to

exclude the dilutive effect on such percentage of any Involuntary Dilution occurring after the adoption of these Articles;

"Articles" means the articles of incorporation of the Company for the time being in force;
"Associate" means:
(a) in relation to BLACKSTONE, a Related Entity of BLACKSTONE or a person controlled by BLACKSTONE;
(b) in relation to a KIRKBI Shareholder, a Related Entity or an associated company of KIRKBI A/S or KIRKBI AG (as

defined in s.416 of the Income and Incorporation Taxes Act 1988) or any company, trust, foundation or other entity
owned or Controlled by Kjeld Kirk Kristiansen and/or any of his family members;

(c) in relation to DIC, a Related Entity of DIC or a person Controlled by DIC; and
(d) in relation to any other person, a Related Entity or a person controlled by that person or any company, trust

foundation or other entity owned or controlled by that person or a person on whose behalf such person holds Shares
or Debt Securities as nominee or trustee (a "Beneficiary") or any other nominee or trustee of such Beneficiary,

but in any case no member of the Group shall be treated as an Associate;
"Auditors" mean the auditors for the time being of the Company;
"B Ordinary Shares" means the B1 Ordinary Shares, the B2 Ordinary Shares, the B3 Ordinary Shares, the B4 Ordinary

Shares and the B5 Ordinary Shares taken together and "B Ordinary Share" means one of any of them;

"B1 Ordinary Shares" means the B1 ordinary shares of EUR 0.5 - each in the capital of the Company having the rights

set out in these Articles;

"B2 Ordinary Shares" means the B2 ordinary shares of EUR 0.5 - each in the capital of the Company having the rights

set out in these Articles;

"B3 Ordinary Shares" means the B3 ordinary shares of EUR 0.5 - each in the capital of the Company having the rights

set out in these Articles;

"B4 Ordinary Shares" means the B4 ordinary shares of EUR 0.5 - each in the capital of the Company having the rights

set out in these Articles;

"B5 Ordinary Shares" means the B5 ordinary shares of EUR 0.5 - each in the capital of the Company having the rights

set out in these Articles;

"B1 PECs" means class B1 PECs issued on the terms of the Original PEC Instruments;
"B2 PECs" means class B2 PECs issued on the terms of the Original PEC Instruments;
"BLACKSTONE" means, collectively, BLACKSTONE CAPITAL PARTNERS (CAYMAN) IV L.P., BLACKSTONE CA-

PITAL PARTNERS (CAYMAN) IV A L.P., BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) IV-A L.P.,
BLACKSTONE PARTICIPATION PARTNERSHIP (CAYMAN) IV L.P. and any person to whom BLACKSTONE's Shares
are transferred under articles 14.1 to 14.5 (inclusive) and/or their respective general partners and/or any of them as the
context may require or permit;

"BLACKSTONE Manager" means a manager of the Company appointed pursuant to a proposal made by BLACKS-

TONE pursuant to article 20.1(i);

"BLACKSTONE Representative" means BLACKSTONE CAPITAL PARTNERS (CAYMAN) IV L.P. or such other per-

son notified by BLACKSTONE to the Company;

"Board" means the board of Managers from time to time;
"Business Day" means any day other than a Saturday or Sunday or a public holiday in England;
"C PECs" means class C PECs issued on the terms of the New PEC Instruments;
"C1 PECs" means class C1 PECs issued on the terms of the New PEC Instruments;
"Cash Payments" means, in respect of a Subscriber and DIC Co-Investor, any and all sums actually paid in cash from

time to time by or on behalf of that Subscriber or DIC Co-Investor to the Group in subscribing for Shares (including,
without limitation, any premium thereon) and making loans (including subscribing for PECs) and making other capital
contributions (including in kind contributions) entitling the Subscriber to participate in any distribution of surplus assets
of the relevant company on a winding up and the out-of-pocket costs and expenses actually incurred by the relevant
Subscriber of providing, or discharging any liability under, any guarantee or other similar commitment given by or on
behalf of that Subscriber in respect of obligations of the Group, but excluding in the case of KIRKBI any fees and payment
of expenses received or receivable from the Group and all amounts invested in A Ordinary Shares and E PECs pursuant
to the KIRKBI Subscription and Funding Agreement;

"Cash Receipts" means:
(a) all of the following received by Subscribers and DIC Co-Investors from the Group or due and payable by the Group

to Subscribers and DIC Co-Investors, in each case on or before the relevant Exit Date:

(i) any cash redemptions of capital (including, without limitation, a Partial Return of Capital);

24308

(ii) the gross interest (including, without limitation, any penalty interest) on any PECs and other loans (if any) received

in cash;

(iii) the value (as at the date of release or indemnification) of any guarantees or similar commitments given by a

Subscriber and DIC Co-Investors (to the extent such value is included within Cash Payments) which are released or in
respect of which a Subscriber or DIC Co-Investor is indemnified on a reasonable basis;

(iv) any dividends received in cash (together with the gross amount of any penalty interest in respect thereof);
(v) to the extent that any distribution in specie is converted into cash on or before the Exit Date, its gross cash value

at the time of such conversion;

(vi) the repayment in cash of any of the principal of any PECs or other loans (if any);
(vii) the gross cash proceeds of sale of any PECs or other loans (if any) sold;
(viii) the gross cash proceeds of any return of capital and any other distributions in respect of Shares;
(ix) the gross cash proceeds of sale of any equity in the capital of the Company by a Subscriber or DIC Co-Investor;

and

(b) the amount of the Equity Capitalisation of the Company attributable to equity securities held by Subscribers and

DIC Co-Investors at the relevant Exit Date (computed on the basis that the event triggering the Exit Date and repurchase
of B Ordinary Shares in accordance with article 38 has occurred), excluding any amounts taken into account in paragraph
(a) above; and

thereon) held by Subscribers and the DIC Co-Investors and outstanding at the relevant Exit Date (to the extent not taken
into account in paragraph (a) above), as determined by agreement between the holders of a majority in nominal value of
the Shares held by the Subscribers and the DIC Co-Investors and the holders of a majority in nominal value of the B
Ordinary Shares or, failing such agreement, by an Independent Expert, provided that the fair value of any Debt Securities
sold on the relevant Exit Date shall be the aggregate cash consideration attributable thereto together with the fair value
of any non-cash consideration attributable thereto (determined as aforesaid),

but excluding any fees and payment of expenses received or receivable from the Group and all amounts invested in A

Ordinary Shares and E PECs pursuant to the KIRKBI Subscription and Funding Agreement;

"Cessation Date" means the date upon which a person becomes a Departing Employee;
"Chief Executive" means Nicholas Varney as long as he is chief executive officer of the Group and, thereafter, the chief

executive officer of the Group;

"Come Along Notice" has the meaning set out in article 11.2 (Tag Along and Come Along);
"Commencement Date" means the date on which the relevant holder acquires his first Share;
"Company" means Merlin Entertainments Group Luxembourg S.à r.l. (formerly named PLAY LUX EquityCo S.à r.l.);
"Compulsory Transfer Notice" has the meaning set out in article 15.1 (Compulsory Transfers);
"Control" means the power of a person (or persons acting in concert) to secure that the affairs of another are

conducted in accordance with the wishes of that person (or persons acting in concert) whether by reason of:

(a) in the case of a company, being the beneficial owner of more than 50 per cent of the issued share capital of, or of

the voting rights in, that company, or having the right to appoint or remove a majority of the managers or directors or
otherwise control the votes at board meetings of that company by virtue of any powers conferred by the articles of
association (or equivalent), or any other document regulating the affairs of that company;

(b) in the case of a partnership, being the beneficial owner of more than 50 per cent of the capital of that partnership,

or having the right to control the composition of the majority of the management or the votes of that partnership by
virtue of any powers conferred by the partnership agreement or any other document regulating the affairs of that part-
nership; or

Corporation Taxes Act 1988) to that individual,

and "Controlled" shall be construed accordingly. For the purposes of this definition only, "persons acting in concert",

in relation to a person, are persons who actively co-operate, pursuant to an agreement or understanding (whether formal
or informal) with a view to obtaining, consolidating or exercising Control of that person;

"Corporate Group Remuneration Committee" means the committee of the Board constituted in accordance with

these Articles;

"corporation" means any body corporate or association of persons whether or not a company;
"D PECs" means class D PECs issued on the terms of the New PEC Instruments;
"D1 PECs" means class D1 PECs issued on the terms of the New PEC Instruments;
"Debt Securities" means any loan notes, bonds or other debt securities issued by any member of the Group to a

Shareholder or an Associate of a Shareholder, including without limitation, the PECs or loans by Shareholders or their
Associates of further amounts to the Group;

24309

"Deed of Adherence" means the deed of adherence to be entered into by a person who becomes a Shareholder in

the Company;

"Departing Employee" means:
(a) any individual who is an employee or director of one or more Group Companies (other than any BLACKSTONE

Manager, any KIRKBI Manager) who ceases to be so and who does not begin or continue otherwise to provide services
to any Group Company; or

(b) any individual whose services are otherwise provided to any one or more Group Companies and cease to be so

and who does not become or continue to be an employee or director of one or more Group Companies;

"Departing Employee's Group" means:
(a) a Departing Employee;
(b) the trustees for the time being of a Family Trust of the Departing Employee or his Family Member;
(c) any Family Member of that Departing Employee;
(d) any person designated by the Board for the purpose of article 15.1 (Compulsory Transfers) in relation to the

Departing Employee as a condition of any transfer consent given pursuant to article 10.2 (Transfer of Shares) or of any
issue of shares by the Company; and

(e) the nominees of any of the persons in the preceding four categories;
"DIC" means DIC (Cayman) Limited a company incorporated in the Cayman Islands with registered office at PO Box

309GT, Ugland House, South Church Street, George Town, Grand Cayman;

"DIC Co-Investor" means Caddis Assets Limited together with any financial institution or investment fund approved

by BLACKSTONE (such approval not to be unreasonably withheld or delayed) which is named as a DIC Co-Investor in
a Deed of Adherence and each a "DIC Co-Investor";

"DIC Group" means the DIC Shareholders together;"
"DIC Representative" means any of Eric Kump, David Smoot, Jamie Nelson or such other person notified by the DIC

Group to the Company from time to time;

"DIC Shareholders" means each of the following holding Shares from time to time: DIC and any of its Associate and

any person to whom any of them transfers Shares in accordance with article 14 and in all cases holding Shares from time
to time;

"dividend" includes any distribution whether in cash or in kind;
"Early Distributions" means any dividend paid on the Shares, Partial Return of Capital or other distribution to Share-

holders;

"EBITDA" means the consolidated EBITDA of the company in respect of the twelve-month period ending on the last

day of the month immediately preceding the date of calculation, as derived from the company's audited annual accounts
and management accounts for the relevant period. If the group has acquired an entity or business during the relevant
twelve month period or is in the process of making such an acquisition, EBITDA shall include the EBITDA of the relevant
period or is in the process of making such an acquisition, EBITDA shall include the EBITDA of the relevant entity or
business during such twelve month period and shall take account of any identifiable synergies and cost reductions which
might reasonably be expected to have arisen during such period if such acquisition had been made before the start of the
twelve month period;

"Employee" means any employee or former employee of the Group;
"Employee Trust" means any trust established from time to time by any Group Company for the benefit of employees

of the Group, former employees of the Group or parents, spouses, adult children, adult stepchildren, adult adopted
children, non-adult children, stepchildren of such employees or former employees;

"Encumbrance" means any mortgage, charge (whether fixed or floating), pledge, lien, trust, encumbrance, security

interest, assignment by way of security or other third party right or interest (legal or equitable) including any right of pre-
emption over or in respect of the relevant asset, security or right or any other agreement or arrangement having similar
effect;

"E PECs" means the class of E PECs issued on the terms of the New PEC Instruments;
"Equity Capitalisation" means:
(a) if the Exit Date occurs by virtue of a Listing, the aggregate value attributable to the whole of the equity share capital

of the Company or ULTIMATE HOLDING Company at the date of such Listing (or shares deriving therefrom following
any capital reorganisation effected immediately prior to the Listing) (the "Relevant Shares") as determined by reference
to the IPO Price; or

(b) if the Exit Date occurs by virtue of a Majority Sale, the aggregate cash consideration attributable to the equity share

capital of the Company being transferred together with the aggregate fair value as at the Exit Date of any deferred or
non-cash consideration attributable thereto (determined by agreement between the holders of a majority in nominal
value of the Shares held by the Subscribers and the holders of a majority in nominal value of the B Ordinary Shares or,
failing which, by an Independent Expert). If not all of the equity share capital of the Company is being sold, there shall be
added to the amount calculated in accordance with the previous sentence an amount equal to the fair value of the equity

24310

share capital of the Company which is not being sold, such fair value to be determined as aforesaid by reference to the
value of the equity share capital which is being sold, and such aggregate amount shall be the "Equity Capitalisation"; or

(c) if the Exit Date occurs by virtue of a Liquidation, the aggregate amount which the holders of the whole of the equity

share capital receive in cash and the fair value as at the Exit Date of any dividend in specie payable in respect of their
share holdings on a Liquidation (such fair value to be determined as provided in paragraph (b) above);

"EURIBOR" means the percentage rate per annum determined by the Banking Federation of the European Union for

the period ending closest to the Exit Target Date displayed on the appropriate page of the Reuters screen at 12.00 a.m.
Central European Time on the date of issue of the relevant loan note or, if there is no such rate determined the arithmetic
mean of the rates (rounded upwards to four decimal places) quoted by Citibank, London, Nordic BANK, Copenhagen
and ING Bank, Amsterdam to leading banks in the European interbank market at 12.00 a.m. Central European Time on
the date of issue of the relevant loan note;

"Executives" means Nicholas Varney, Andrew Carr, Mark Fisher, Johannes Mock, Christopher Scurrah, Grant Sten-

house, James Burleigh, Christine Dure-Smith, Lesley Lloyd-Steer, Gordon Mutton, Robert Hicks, Stephen Shears, Michael
Stephenson, Michael Salt, Roland Maes, Nicola Hamilton, Vicky Brown, Meike Schulze, Stephen Duncan and any other
person who is designated as an Executive in a Deed of Adherence;

"Executive Manager" means a Manager appointed pursuant to a proposal to the Shareholders made by BLACKSTONE

pursuant to article 20.1(ii).

"Executive Shares" means the Shares held by or on behalf of the Executives (or any person connected with any Executive

or any member of any Executive's Departing Employee's Group) from time to time;

"Exit" means a Liquidation, Majority Sale or Listing;
"Exit Date" means:
(a) in relation to a Liquidation, the date of the Liquidation;
(b) in relation to a Listing, the date of the Listing; and
(c) in relation to a Majority Sale, the date upon which an agreement for that Majority Sale is completed;
"Exit Target Date" means the later of (i) 13 July 2010; and (ii) if a Permitted Acquisition has completed following the

21 May 2007, the third anniversary of completion of the Permitted Acquisition;

"Fair Drag Value" in relation to a Share means the fair value of that Share determined by the Independent Expert in

accordance with article 13.4;

"Fair Listing Value" in relation to a Share means the fair value of that Share determined by the Independent Expert in

accordance with article 40.5;

"Family Member" means in relation to any Employee, his or her spouse, parent, adult child, adult stepchild and adult

adopted child;

"Family Trust" means in relation to any Employee, any trust or trusts where beneficiaries are limited to such Employee,

the Family Members of such Employee and/or the non-adult children, stepchildren or adopted children of such Employee;

"Finance Director" means Andrew Carr as long as he is the finance director of the Group and, thereafter, the finance

director of the Group;

"Financing Documents" means:
(a) the facilities agreement entered into on or about 5 March 2007 between, inter alios, (1) Merlin Entertainments

Group Italy 2 S.r.l., (2) the Original Borrowers (as defined therein), (3) Goldman Sachs International, Lehman Brothers
International (Europe) and Bayerische Hypo- und Vereinsbank AG, London Branch as the Mandated Lead Arrangers, (4)
the Original Lenders (as defined therein) (5) Bayerische Hypo- und Vereinsbank AG, London Branch as the Facility Agent
and the Security Agent; and

(b) the facilities agreement entered into on or about 5 March 2007 between, inter alios, (1) Merlin Entertainments

Group Luxembourg 2 S.à r.l. (2) the Original Borrowers, (3) the Original Guarantors, (each as defined therein) (4)
Goldman Sachs International and (5) Bayerische Hypo- und Vereinsbank AG, Milan Branch as the Mandated Lead Arran-
gers, (6) the Original Lenders (as defined therein) (7) Bayerische Hypo- und Vereinsbank AG, London Branch as the
Facility Agent and the Security Agent and (8) the Issuing Banks (each as defined therein),

and the documents described therein as the "Finance Documents";
"FSA" means the Financial Services Authority, acting in its capacity as the competent authority for the purposes of Part

VI of FSMA;

"FSMA" means the English Financial Services and Markets Act 2000;
"Gisele BidCo" means Merlin Entertainments Group Italy 3 S.r.l. a company incorporated in Italy with registered office

at Castelnuovo del Garda, 37014 Verona, Italy;

"Gisele HoldCo" means Merlin Entertainments Group Italy 2 S.r.l. a company incorporated in Italy with registered

office at Castelnuovo del Garda, 37014 Verona, Italy;

"Gisele TopCo" means Merlin Entertainments Group Italy S.r.l. a company incorporated in Italy with registered office

at Castelnuovo del Garda, 37014 Verona, Italy;

24311

"Group" means the Company and its subsidiary undertakings from time to time;
"Group Company" means a member of the Group;
"holder" in relation to Shares, means the person(s) entered in the register of shareholders of the Company as the

holder of the Shares;

"Inappropriate Party" means:
(a) for the purposes of a change of control of the Licensee, the grant of a sub-licence by any of the Licensee in relation

to a Legoland Venue or the transfer by any of the Licensee, of its rights to operate a Legoland Venue, any person or entity
(other than a financial institution) where one third of its revenue is derived from the manufacture and sale of tobacco,
armaments and/or pornographic material; and

(b) for the purposes of promoting Legoland Venues with third parties by any of the Licensee, any person or entity

(other than a financial institution) where one third of its revenue is derived from the manufacture and sale of tobacco,
armaments and/or pornographic material and any person or entity currently engaged in:

(i) the exploitation of child labour;
(ii) the use of forced labour; or
(iii) violations of human rights;
in each case, unless approved in writing in advance by KIRKBI;
"Independent Expert" means an independent chartered accountant who has been a partner in a leading UK accountancy

firm for at least 10 years (acting as an expert and not as an arbitrator) nominated by the parties concerned or, in the case
of disagreement as to nomination, appointed, subject to article 15.6, at the request of the holders of a majority in nominal
value of the A Ordinary Shares or the holders of a majority in nominal value of the B Ordinary Shares by the President
for the time being of the Institute of Chartered Accountants in England and Wales;

"Institutional Shareholder" means a Shareholder which is an investment fund and for the avoidance of doubt includes,

Blackstone, KIRKBI A/S, KIRKBI AG, DIC and the DIC Co-Investors;

"Investor Managers" means the BLACKSTONE Managers and the KIRKBI Managers;
"Involuntary Dilution" means:
(a) any dilution of a Shareholder's Actual Equity Percentage arising from an issue of Shares or Quasi Equity where that

Shareholder is not given an opportunity to participate in the relevant issue and such issue is an issue of Shares or Quasi
Equity: (i) for cash; (ii) made pursuant to a merger or in consideration for an acquisition of another entity or business;
(iii) to any bank or other lender to the Group in respect of borrowings of the Group; or (iv) to directors, managers,
officers or employees of any Group Company, but only to the extent that such persons will (following such issue) hold
more than 12.8 per cent, of the fully diluted equity share capital of the Company; and

(b) any reduction of a Shareholder's Actual Equity Percentage arising from the exercise of any right pursuant to article

13;

"IPO Price" means the price per share at which any ordinary shares of the Company or Ultimate Holding Company

are to be sold, offered to be sold or offered as stated in any document required to be published in connection with Listing
(in the case of an offer for sale being the underwritten price or, in the case of an offer for sale by tender, the striking
price under such offer and in the case of a placing, the price at which ordinary shares of the Company or Ultimate Holding
Company are to be sold under the placing);

"IRR" means the annual percentage rate by which the aggregate Cash Payments (expressed as negative numbers) and

the aggregate Cash Receipts (expressed as positive numbers) of the Subscribers and DIC Co-Investors are discounted
back (based on a daily computation) from the date of the Cash Payment or Cash Receipt to 13 July 2005 to arrive at an
aggregate net present value at 13 July 2005 of nil;

"KIRKBI AG" means KIRKBI AG, a Company incorporated in Switzerland (registered number CH 170.3.020.9376)

whose registered office is at Neuhofstrasse 21, CH 6340, Baar, Switzerland;

"KIRKBI A/S" means KIRKBI AS, a Company incorporated in Denmark (registered no. 18591235), whose registered

office is at Koldingvej 2, DK-7190, Billund, Denmark (formerly named "LEGO Holdings A/S");

"KIRKBI" means the KIRKBI Shareholders together;
"KIRKBI Manager" means a manager of the Company appointed pursuant to a proposal to the Shareholders made by

KIRKBI pursuant to article 20.2;

"KIRKBI Representative" means KIRKBI or such other person notified by KIRKBI to the Company;
"KIRKBI Shareholders" means each of the following holding Shares from time to time: KIRKBI A/S and KIRKBI AG,

any Associate of any of them and any person to whom any of them transfers Shares in accordance with article 14 and in
all cases holding Shares from time to time;

"KIRKBI Subscription and Funding Agreement" means the subscription, funding and warrant agreement relating to,

inter alia, the subscription for A Ordinary Shares and E PECs entered into between, inter alios, the Company and KIRKBI
A/S on 29 December 2009;

"Law of 1915" means the law of 10 August 1915 on commercial companies and includes any statutory modification,

amendment, variation or re-enactment thereof for the time being in force;

24312

"LEGO Competitor" means (a) any person engaged in the design or manufacture (including through the use of sub-

contract, designers or manufacturers) of construction sets, any part or element of which reproduces, resembles or
interfits with the LEGO construction system; (b) any person engaged in the design or manufacture (including through the
use of sub-contract designers or manufacturers) of other types of construction sets with an annual revenue greater than
USD 100 million and (c) any person, 50% or more of whose revenue is derived from the design or manufacture of
traditional toys;

"LEGOLAND Florida" means the New Park (as that term is defined in the Licence and Co-operation Agreement) to

be established and developed by the Group at the Florida Site in accordance with and subject to the terms and conditions
set out in the Licence and Co-operation Agreement (in particular but not limited to Part A of Schedule 1 of the Licence
and Co-operation Agreement)

"Legoland Venue" means a LEGO themed park, hotel, or other attraction or venue;
"Licence and Co-operation Agreement" means the licence and co-operation agreement dated 24 August 2005 between

KIRKBI A/S (formerly named "LEGO Holding A/S"), the Company and LEGOLAND Park Windsor Limited, LEGOLAND
A/S, LEGOLAND Deutschland GmbH and LEGOLAND California LLC;

"Licensee" means LEGOLAND WINDSOR PARK LIMITED, LEGOLAND A/S, LEGOLAND DEUTSCHLAND, GmbH

and Legoland California LLC together with Merlin Entertainments Group Luxembourg 3 S.à r.l. (formerly named PLAY
LUX AcquisitionCo, S.à r.l.) and any other person within the same group as Merlin Entertainments Group Luxembourg
3 S.à r.l. licensed to operate Legoland Venues from time to time;

"Liquidation" means the making of a winding-up order by a court or the passing of a resolution by the Shareholders

(subject to the necessary consent of BLACKSTONE) that the Company be wound up;

"Listing" means:
(a) both the admission of any of the Shares or the shares of an Ultimate Holding Company to the Official List maintained

by the FSA becoming effective (in accordance with paragraph 3.2.7G of the Listing Rules) and the admission of any of such
shares to trading on the LSE's market for listed securities (in accordance with paragraph 2.1 of the Admission and Dis-
closure Standards of the LSE, as amended from time to time);

(b) the admission to trading of any of such shares on the Alternative Investment Market of the LSE becoming effective;

coming effective in relation to any of such shares;

"Listing Rules" means the listing rules made by the FSA pursuant to section 73A of the FSMA as those rules are amended

from time to time;

"LSE" means London Stock Exchange plc;
"Majority Sale" means:
(a) the transfer (whether through a single transaction or a series of transactions) of Shares or Quasi Equity as a result

of which any person (or persons connected with each other, or persons acting in concert with each other) would have
the legal or beneficial ownership over that number of Shares or Quasi Equity which in aggregate would confer more than
50 per cent, of the voting rights normally exercisable at general meetings of the Company provided that there shall be
no Majority Sale as a result of any transfer pursuant (i) to an Original Shareholder or an Associate of or person Controlled
by an Original Shareholder or (ii) pursuant to article 14 (Permitted Transfers);

(b) any form of capital reorganisation or scheme or arrangement or the like under Luxembourg law or otherwise

where any person (or persons connected with each other, or persons acting in concert with each other), other than an
Original Shareholder or an Associate of or person Controlled by an Original Shareholder, would acquire directly or
indirectly beneficial ownership of or over that number of Shares or Quasi Equity which in aggregate would confer fifty
per cent (50%) or more of the voting rights normally exercisable at general meetings of the Company;

"Management Committee" means the committee of the board of directors of each member of the Operating Group;
"Manager" means a BLACKSTONE Manager, an Executive Manager, a KIRKBI Manager and any other manager of the

Company from time to time, as the case may require, and "Managers" shall be construed accordingly;

"Market Value" in relation to securities means the value thereof determined in accordance with articles 15.4 and 15.5

(Compulsory Transfers);

"New PEC Instruments" means:
(a) the instruments executed by the Company on 9 November 2006 creating the C PECs and the D PECs; and
(b) the instruments executed by the Company on or around 21 May 2007 creating the C1 PECs and the D1 PECs; and
(c) the instrument executed by the Company on or around 5 January 2010 creating the E PECs;
"Operating Group" means the subsidiary undertakings of Merlin Entertainments Group Luxembourg 3 S.à r.l. (formerly

named PLAY LUX AcquisitionCo, S.à r.l.);

"Ordinary Share Capital" means, collectively, the Ordinary Shares;
"Ordinary Shares" means together the A Ordinary Shares and the B Ordinary Shares; and
"Ordinary Share" means an A Ordinary Share or a B Ordinary Share as appropriate;

24313

"Original Member" has the meaning set out in article 14.7;
"Original PEC Instruments" means the instruments creating the A1 PECs, the A2 PECs, the B1 PECs and the B2 PECs

dated on or around 24 August 2005;

"Original Shareholder" means BLACKSTONE, KIRKBI A/S (formerly LEGO Holding A/S), DIC, Caddis Assets Limited

and the Executives;

"Partial Return of Capital" has the meaning set out in article 37A;
"PECs" means the A1 PECs, the A2 PECs, the B1 PECs, the B2 PECs, the C PECs, the C1 PECs, the D PECs, the D1

PECs and the E PECs;

"Permitted Acquisitions" means the acquisition of Premier Parks, Star Parks, Parques Reunidos, Paramount Parks,

Eurodisney, Universal Studios Theme Parks division, Disney theme parks, Aspro Ocio, Six Flags, Cedar Fair and the
establishment and development of LEGOLAND Florida and the acquisition of any other business or asset where no less
than 75 per cent of revenue is generated from family entertainment or accommodation;

"Permitted Borrowings" means:
(a) any agreement or arrangement for the provision of a loan or loans to the Company or any other member of the

Group by one or more Shareholders where KIRKBI, the DIC Group and the DIC Co-Investors have each been given an
opportunity to provide their respective Relevant A Share Percentage of such loan or loans in case the Group requires
further cash to finance its cash or capital expenditure requirements and it is unable to borrow sufficient cash from third
parties on terms commercially acceptable to the Board, made in accordance with any agreement between the Sharehol-
ders;

(b) any agreement or arrangement for the provision of a loan or loans to the Company or any other member of the

Group by persons other than Shareholders up to a maximum aggregate amount of the greater of EUR 950,000,000.- and
7 1/2 x EBITDA; and

Group by any person for the purpose of making or financing a Permitted Acquisition (including, for the avoidance of
doubt, any borrowings incurred in connection with the acquisition of Tasmania Holdings Limited and any refinancing
thereof);

"Permitted Issues" means:
(a) any issue or grant of the right to an issue of Shares or Quasi Equity or Debt Securities on arm's length terms to a

third party lender to the Group;

(b) any issue of Shares or Quasi Equity or Debt Securities where KIRKBI, the DIC Group and the DIC Co-Investors

have been given an opportunity to subscribe for their Relevant A Share Percentage of such Shares or Quasi Equity;

prospective employees of any Group Company (or in each case their nominee) under any Employee Trust pursuant to
any agreement between the Shareholders;

(d) any issue of B Ordinary Shares to directors, managers, officers or employees or prospective employees of any

Group Company (or in each case their nominee) under any employee share incentive plan adopted by the Group or
otherwise and made in accordance with any agreement between the Shareholders;

(e) any issue of Shares or Quasi Equity or Debt Securities made for the purpose of making a Permitted Acquisition

(including any issues of Shares or PECs pursuant to the KIRKBI Subscription and Funding Agreement);

(f) any issue of Shares or Quasi Equity or Debt Securities pursuant to a debt-for-equity swap or restructuring; and
(g) any issue of Shares or Quasi Equity or Debt Securities to the Executives (or their nominee) pursuant to any

agreement between the Shareholders;

"Quasi Equity" means:
(a) any security convertible into Shares in the Company or any Group company; and
(b) any other security of the Company or any Group Company, other than a Share;
"Ratchet Share Capital" means 1,690,310 A Ordinary Shares and 205,000 B Ordinary Shares and any shares in the

Company issued in exchange for those shares or by way of conversion or reclassification of those shares and any shares
in the Company representing or deriving from those shares as a result of any increase in or reorganisation or variation
of the capital of the Company taking into account any liquidation, buy-back or other capital reduction of any class of
Shares;

"Recognised Investment Exchange" has the meaning given to it in s.285 of FSMA;
"Related Entity" means:
(a) in relation to BLACKSTONE, any company, trust, foundation or other entity in which BLACKSTONE or The

BLACKSTONE GROUP INTERNATIONAL LIMITED directly or indirectly owns or controls at least 25 per cent of the
equity capital or voting rights;

(b) in relation to KIRKBI A/S and/or KIRKBI AG or any KIRKBI Shareholder means any company, trust, foundation or

other entity in which KIRKBI A/S, KIRKBI AG and/or Kjeld Kirk Kristiansen and/or any of his family members directly or
indirectly individually or together own or control at least 25 per cent. of the equity capital or voting rights;

24314

or controls at least 25 per cent. of the equity capital or voting rights; and

(d) in relation to any other person, any company, trust, foundation or other entity in which that person, directly or

indirectly, owns or controls at least 25 per cent of the equity capital or voting rights;

"Relevant A Share Percentage" means, in respect of each Shareholder, the percentage of the Shares other than B

Ordinary Shares held by or on behalf of that Shareholder at the relevant time;

"Relevant Securities" has the meaning set out in article 10.5 (Transfer of Shares);
"Rollover Equity" means the A Ordinary Shares issued to the Executives (or their nominee or trustee) prior to 31

December 2005;

"Rollover PECs" means the PECs issued by the Company to the Executives (or their nominee or trustee) prior to 31

December 2005;

"Senior Executives" means each of Nicholas Varney, Andrew Carr and Mark Fisher or all of them as the context may

so require;

"Shareholder" means any person registered in the books of the Company as the holder of a Share for the time being;
"Shares" means (i) the A Ordinary Shares, the B Ordinary Shares and any other shares in the Company in issue from

time to time; (ii) any shares issued in exchange for those shares or by way of conversion or reclassification and any shares
representing or deriving from those shares as a result of any increase in or reorganisation or variation of the capital of
the Company;

"Subscribers" means BLACKSTONE, KIRKBI, the DIC Group and any person who is named a Subscriber in a Deed

of Adherence;

"UK Listing Authority" means the Financial Services Authority of England acting in its capacity as competent authority

for the purposes of part VI of the FSMA;

"Ultimate Holding Company" means a company established in connection with the restructuring of the Group for the

purposes of facilitating a Listing;

"Voting Rights" means the right to receive notice of, attend (in person or by proxy or by corporate representative),

speak (in person or by proxy or by corporate representative) and vote (in person or by proxy or by corporate repre-
sentative) at general meetings of the Company;

"WIZARD" means MERLIN ENTERTAINMENT GROUP INTERNATIONAL LIMITED (registered no. 5014685) who-

se registered office is at 3 Market Close, Poole, Dorset BH15 1NQ, England;

"WIZARD AcquisitionCo" means WIZARD AcquisitionCo LIMITED (registered no. 5417889), a company incorpo-

rated in England and Wales, whose registered office is at 3 Market Close, Poole, Dorset BH15 1NQ, England;

"WIZARD Acquisition Group" means WIZARD EquityCo, WIZARD BondCo and WIZARD AcquisitionCo;
"WIZARD BondCo" means WIZARD BondCo LIMITED (registered no. 5447232), a company incorporated in England

and Wales, whose registered office is at 3 Market Close, Poole, Dorset BH15 1NQ, England;

"WIZARD EquityCo" means WIZARD EquityCo Limited (registered no. 5446431), a company incorporated in England

and Wales, whose registered office is at 3 Market Close, Poole, Dorset BH15 1NQ, England;

"WIZARD Group" means WIZARD and each of its subsidiary undertakings from time to time.

Art. 1.2. In these Articles:
(a) headings are included for convenience only and shall not affect the construction of these Articles;
(b) words denoting the singular include the plural and vice versa;
(c) words denoting one gender include each gender and all genders;
(d) references to persons are deemed to include references to natural persons, to firms, to partnerships, to companies,

to corporations, to associations, to organisations and to trusts (in each case whether having separate legal personality);

(e) a "subsidiary" or "holding company" shall be construed in accordance with ss.736 and 736A of the English Companies

Act 1985 as amended and repealed by the provisions of the English Companies Act 2006 and "subsidiary undertaking" or
"parent undertaking" shall be construed in accordance with s.1162 of the English Companies Act 2006;

(f) an "associated company" shall be construed in accordance with the equivalent provisions under Luxembourg law

to s.416 of the English Income and Corporation Taxes Act 1988;

(g) "connected" shall, in the context of determining whether one person is connected with another, be construed in

accordance with s.839 of the English Income and Corporation Taxes Act 1988;

(h) "security" shall be construed in accordance with s.400(6) in the English Companies Act 2006;
(i) a statutory provision includes a reference to:
i) the statutory provision as modified or re-enacted or both from time to time (whether before or after the date of

adoption of these Articles); and

ii) any subordinate legislation made under the statutory provision (whether before or after the date of adoption of

these Articles);

24315

(j) persons includes a reference to any body corporate, unincorporated association or partnership;
(k) a person includes a reference to that the person's legal personal representatives or successors;
(l) an article, unless the context otherwise requires, is a reference to an article of these Articles;
(m) the giving of a consent or direction by BLACKSTONE under these Articles shall be given in writing by the

BLACKSTONE Representative or all the BLACKSTONE Shareholders;

(n) the giving of a consent or direction by KIRKBI or by any of KIRKBI A/S or KIRKBI A/G shall be given in writing by

the KIRKBI Representative or KIRKBI; and

(o) the giving of a consent or direction by the DIC Group or by any of DIC or any of the DIC Co-Investors shall be

given in writing by the DIC Representative or all the DIC Shareholders.

B. Purpose - Duration - Name - Registered office

Art. 2. There is hereby established among the current owner of the shares created hereafter and all those who may

become Shareholders in future, a private limited company (société à responsabilité limitée) which shall be governed by
the Law of 1915 concerning commercial companies, as amended, as well as by the present articles of incorporation.

Art. 3. The purpose of the Company shall be the holding of participations, in any form whatsoever, in Luxembourg

and foreign companies and any other form of investment, the acquisition by purchase, subscription or in any other manner
as well as the transfer by sale, exchange or otherwise of securities of any kind and the administration, control and
development of its portfolio.

The Company may further guarantee, grant loans or otherwise assist the companies in which it holds a direct or

indirect participation or which form part of the same group of companies as the Company.

The Company may carry out any commercial, industrial or financial activities which it may deem useful in accomplish-

ment of this purpose.

Art. 4. The Company is incorporated for an unlimited period.

Art. 5. The Company is called Merlin Entertainments Group Luxembourg S.à r.l..

Art. 6. The registered office of the Company is established in Luxembourg. It may be transferred to any other place

in the Grand Duchy of Luxembourg by means of a resolution of a general meeting of its Shareholders. Branches or other
offices may be established either in Luxembourg or abroad.

C. Share capital - Shares

Art. 7. The Company's share capital is set at nine hundred sixty-two thousand five hundred eighty-seven euro and fifty

cent (EUR 962,587.50) represented by three hundred forty-four thousand thirty-five (344,035) A1 Ordinary Shares, three
hundred forty-four thousand thirty-five (344,035) A2 Ordinary Shares, three hundred forty-four thousand thirty-five
(344,035) A3 Ordinary Shares, three hundred forty-four thousand thirty-five (344,035) A4 Ordinary Shares, three hun-
dred forty-four thousand thirty-five (344,035) A5 Ordinary Shares, forty one thousand (41,000) B1 Ordinary Shares, forty
one thousand (41,000) B2 Ordinary Shares, forty one thousand (41,000) B3 Ordinary Shares, forty one thousand (41,000)
B4 Ordinary Shares and forty one thousand (41,000) B5 Ordinary Shares, in each case with a par value of fifty cents (EUR
0.5) each.

Each Share is entitled to one vote at ordinary and extraordinary general meetings.
The share capital may be modified at any time by approval of a majority of Shareholders representing at least three

quarters of the share capital.

The register of shareholders shall be located and maintained in Luxembourg.

Art. 8. The Company will recognise only one holder per Share. The joint co-owners shall appoint a single representative

who shall represent them to the Company.

Art. 9. The Shares are freely transferable among Shareholders. Inter vivos, they may only be transferred to new

Shareholders subject to the approval of such transfer given by the Shareholders in a general meeting, at a majority of
three quarters of the share capital.

Subject to article 15, in the event of death, the Shares of the deceased Shareholder may only be transferred to new

Shareholders subject to the approval of such transfer given by the other Shareholders in a general meeting, at a majority
of three quarters of the rights owned by the surviving Shareholders. Subject to article 15, such approval is, however, not
required in case the Shares are transferred either to parents, descendants or the surviving spouse of the deceased
Shareholder.

Art. 10. Transfer of shares.
10.1. No Shareholder other than an Executive (or the nominee or trustee of an Executive) shall transfer or dispose

of any Share or any interest in any Share other than in accordance with the Articles or with the prior written consent of
the holders of ninety per cent (90%) of the A Ordinary Shares and in the case of transfers to non-shareholders, the
consent given in a general meeting of Shareholders by the holders of 90% of all the Shares of the Company.

24316

10.1A. A Shareholder transferring one or more A Ordinary Share or B Ordinary Share must at the same time also

transfer the same number of Shares of each other class of A Ordinary Share or B Ordinary Share, as the case may be.

10.2. Except as provided in article 11 (Tag Along and Come Along) or article 14 (Permitted Transfers) or as required

by article 15 (Compulsory Transfers) and subject to the further provisions of this article 10 (Transfer of Shares), no
Executive Shares shall be transferred and no Executive shall create any Encumbrance over or dispose of any interest in
the PECs without the prior written consent of BLACKSTONE. Such consent may, in BLACKSTONE's discretion, acting
reasonably, be given subject to the conditions that the Executive Shares to be transferred (and any Shares derived the-
refrom) are to be treated for the purposes of article 15 (Compulsory Transfers) as being held by the Departing Employee's
Group (the relevant Departing Employee being named in the consent).

10.3. For the purposes of these Articles:
(a) a change in the constituent membership (including without limitation any change (howsoever implemented) in the

legal or beneficial interest of any member) of a partnership which holds Shares shall not constitute a transfer of those
Shares; and

(b) the following shall be deemed (but without limitation) to be a transfer by a holder of Shares:
(i) any direction (by way of renunciation or otherwise) by a holder entitled to an allotment or transfer of Shares that

a Share be allotted or issued or transferred to some person other than himself; and

(ii) subject to article 10.3(a), any sale or any other disposition (including by way of mortgage, charge or other security

interest or the creation of any other Encumbrance) of any legal or beneficial interest in a Share (including any voting right
attached to it): (a) whether or not by the relevant holder; (b) whether or not for consideration; and (c) whether or not
effected by an instrument in writing.

10.4. To enable the Board to determine whether or not there has been any transfer of Shares in breach of these

Articles, the Board may, and shall if so requested in writing by BLACKSTONE from time to time, require any holder or
the legal personal representatives of any deceased holder or any person named as transferee in any transfer lodged for
registration or such other person as the Board may reasonably believe to have information relevant to such purpose to
furnish to the Company such information and evidence as the Board acting reasonably may think fit regarding any matter
which they deem relevant to such purpose including (but not limited to) the names, addresses and interests of all persons
respectively having interests in the Shares from time to time registered in the holder's name. Failing such information or
evidence being furnished to enable the Board to determine to its reasonable satisfaction that no such breach has occurred,
or that as a result of such information and evidence the Board is reasonably satisfied that such breach has occurred, the
Board shall forthwith notify the holder of such Shares in writing of that fact and, if the holder fails to remedy such breach
or provide such information and evidence within 20 days of receipt of such written notice, then:

(a) the Company shall retain any dividends or other distributions (other than the amount paid up in respect of the

nominal value (and any share premium) of the relevant Shares upon a return of capital) attaching to such Shares or to
any further Shares issued in right of such Shares or in pursuance of an offer made to the relevant holder until the earlier
of: (i) the remedy of the breach; or (ii) the provision of the information and evidence reasonably required by the Board;
or (iii) the relevant Shares are transferred in accordance with article 10.4(b); and

(b) the holder may be required within 20 days following such notice (by notice in writing to such holder from the

Board) to transfer some or all of his Shares to the person determined by the Board (acting reasonably) to be the original
holder thereof; and the rights referred to in article 10.4(a) may be reinstated earlier by the Board with the written consent
of BLACKSTONE.

10.5. If a holder defaults in transferring Shares to be transferred pursuant to article 10.4 or any Shares to be transferred

pursuant to any other provisions of the Articles (other than articles 11.2 and 13) (the "Relevant Securities"):

(a) any Manager for the time being of the Company, or some other person duly nominated by a resolution of the Board

for that purpose, shall be deemed to be the duly appointed agent of the holder with full power to execute, complete and
deliver in the name and on behalf of the holder all documents necessary to give effect to the transfer of the Relevant
Securities to the transferee;

(b) the Board may receive and give a good discharge for the purchase money on behalf of the holder and enter the

name of the transferee in the register of Shareholders or other appropriate register as the holder by transfer of the
Relevant Securities;

Company by the holder pursuant to these Articles or otherwise.

The appointment referred to in article 10.5(a) shall be irrevocable and is given by way of security for the performance

of the obligations of the holder under these Articles (other than articles 11.2 and 13).

10.6. No A Ordinary Shares or PECs may be transferred to any transferee if, following such transfer, any person will

hold one or more PECs without also holding one or more Shares or A Ordinary Shares without holding PECs.

10.7. The Board shall decline to register any transfer not made in accordance with the provisions of these Articles and

may decline to register any transfer of Shares which are not fully paid or on which the Company has a lien. Any transfer
in breach of these Articles shall be void.

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Art. 11. Tag along and Come along applicable to executives.
11.1. If any one or more Shareholder wishes to transfer any Shares (other than any transfer pursuant to article 14) or

if any one or more Shareholder wishes to transfer Shares which would if made result in there being a Majority Sale, (in
either case, the "Transferring Holders"), such transfer(s) shall not be made unless:

(a) the Transferring Holders have given written notice to each of the other Shareholders (other than the Subscribers

and DIC Co-Investors), to the extent they are not the Transferring Holders, of such intended transfer(s) at least ten
Business Days prior to the intended completion thereof;

(b) to the extent known and reasonably practicable, such notice sets out (to the extent not described in any documents

accompanying the notice) the identity of the proposed transferee(s), the consideration anticipated to be paid and the
other terms and conditions of such transfer(s) which the Transferring Holders reasonably consider to be material, the
proposed date of the proposed transfer(s) and the number of Shares proposed to be purchased by the proposed trans-
feree(s); and

defined in this article 11.1) of the equity Shares held by each of the other Shareholders (other than the Subscribers and
DIC Co-Investors) for an amount equivalent to the higher of: (i) the highest consideration (whether in cash or not) payable
to the Transferring Holders for equity Shares of any class under such transfer(s); and (ii) the highest consideration
(whether in cash or not) paid by any of the proposed transferee(s) (or any person connected with them) for equity Shares
in the 12 months prior to such transfer(s) and otherwise on the same terms and conditions (including as to form of
consideration) as those on which the Transferring Holders transfer their equity Shares (subject always to the application
of article 38 (Ratchet) of these Articles). Such offer shall remain open for acceptance for not less than 21 days. No offer
shall be required pursuant to this article 11.1, if a Come Along Notice has been validly served under article 11.2 over the
same shares.

For the purposes of this article 11 only, "Relevant Percentage" means the percentage which the number of equity

Shares (rounded to two decimal places) to be sold by the Transferring Holders on such transfer(s) represents of the total
number of equity Shares by the Transferring Holders.

11.2. In the event that a BLACKSTONE Shareholder wishes to transfer any Shares (the "Triggering Transfer") to a

bona fide independent third party or parties (the "Called Transferees"), that BLACKSTONE Shareholder (or if there is
more than one BLACKSTONE Shareholder, any one of them) (the "Calling Shareholders") shall have the right to require
each of the other Shareholders (other than the Subscribers and the DIC Co-Investors) (the "Called Shareholders") to
transfer within 5 Business Days of a Come Along Notice (as defined below) being served on the Called Shareholders the
Relevant Percentage (as defined in article 11.1) of their Shares (including the Relevant Percentage of any Shares which
may be issued pursuant to the exercise or conversion of options over or rights to subscribe for securities convertible
into Shares held by the Called Shareholders at the date of the Come Along Notice) (the "Called Shares"). The transfer
of the Called Shares shall be for an amount equivalent to the higher of: (i) the highest consideration payable to the Calling
Shareholders for equity Shares under the Triggering Transfer and (ii) the highest consideration paid by any person(s) to
whom the Calling Shareholders are proposing to transfer equity Shares pursuant to this article (or any person connected
with them) for equity Shares in the 12 months prior to the Triggering Transfer and shall otherwise be on the same terms
and conditions (including as to form of consideration) as those on which the Calling Shareholders transfer their equity
Shares, subject always to the application of article 38 (Ratchet) of the Articles (if applicable) and provided that some of
the Called Shareholders who are employees of the Group may be entitled to receive a different form of consideration
not available to other Shareholders (including, for the avoidance of doubt, the Called Shareholders). The right of the
Calling Shareholders shall be exercised by the Calling Shareholders giving written notice to the Called Shareholders to
that effect (the "Come Along Notice") accompanied by copies of all documents required to be executed by the Called
Shareholders to give effect to the required transfer.

11.3. Each Shareholder acknowledges and accepts the following provisions and appoints the BLACKSTONE Managers

as his agent authorised to take any action on his behalf including the execution of any document and the receipt of any
payment pursuant to complying with his obligations under article 11.2 (and undertakes not to revoke such appointment
for so long as he is a Shareholder):

(a) each Called Shareholder whose Called Shares are to be acquired pursuant to article 11.2 shall deliver duly executed

share transfer agreement(s) in respect of the Called Shares registered in its name, together with the relevant share
certificate(s) (or an indemnity in respect thereof in a form satisfactory to the Board) to the Company on or before the
fifth Business Day after the Come Along Notice is given (the "Come Along Date");

(b) subject always to receipt of the duly executed transfer agreement(s) referred to in article 11.1, on the Come Along

Date the Company shall pay the Called Shareholder(s), on behalf of the Called Transferee(s) the aggregate price due for
the Called Shares, to the extent that the Called Transferee(s) has put the Company in the requisite cleared funds. The
Company's receipt for the aggregate price due for the Called Shares shall be a good discharge to the Called Transferee
(s) who shall not be bound to see its application;

due to the defaulting Called Shareholders on trust for them without any obligation to pay interest. Payment to the Called
Shareholders shall be made in such manner as is agreed between the Company and the Called Shareholders and in the

24318

absence of such agreement, by cheque to the postal address notified to the Company by each Called Shareholder for
such purpose and, in default of such notification, to the Called Shareholder's last known address;

(d) if a Called Shareholder fails to comply with its obligations under article 11.3, the Board may (and shall, if requested

by a BLACKSTONE Manager) authorise any Manager to execute, complete and deliver as agent for and on behalf of that
Called Shareholder a transfer of the Called Shareholder's Shares to the Called Transferee(s), to the extent that the
relevant Called Transferee(s) has, by the transfer date, put the Company in cleared funds in respect of the aggregate price
due to the Called Shareholders for their Called Shares to be transferred to him;

(e) subject to any formalities required by law, the Board and the Shareholders shall authorise registration of the transfer

(s) pursuant to this article 11.3, after which the validity of such transfer(s) pursuant to this article 11.3 shall not be
questioned by any person;

(f) each defaulting Called Shareholder shall surrender his share certificate(s) relating to the Called Shares (or provide

an indemnity in respect thereof in a form satisfactory to the BLACKSTONE Representative) to the Company. On, but
not before, such surrender or provision, the Called Shareholders shall be entitled to the aggregate price due for the
Called Shares transferred on its/their behalf, without interest. If such share certificate(s) relate to any Shares which a
Called Shareholder is not bound to transfer under article 11.2, the Company shall issue a fresh certificate for the balance;
and

(g) each of the Shareholders acknowledge and agree that the authority conferred under this article 11.3 is necessary

as security for the performance by the Called Shareholders of their obligations under this article 11.3.

11.4. The Managers and the Shareholders shall refuse to register a transfer under article 11.1 if the Transferring Holders

and the proposed transferee(s) does/do not comply with the provisions of article 11.1 and notwithstanding any other
provision in these Articles if a proposed transferee acquires Shares in breach of article 11.1, any dividend payments and
other distributions on such Shares shall be retained by the Company until such time as an offer complying with article
11.1 is made by the proposed transferee.

Art. 12. Tag along rights for subscribers and DIC co-investors.
12.1. In the event that a Subscriber or DIC Co-Investor (the "Transferor") wishes to transfer Shares (the "Sale Shares")

to a third party in accordance with the terms of these Articles such transfer shall not take place unless the proposed
transferee (the "Transferee") has unconditionally made an offer (the "Tag Offer") to purchase from the other Subscribers
and DIC Co-Investors (the "Remaining Shareholders") the Relevant Percentage (as defined in article 12.2) of the Remaining
Shareholders' issued Shares, together with any Shares which may be issued pursuant to the exercise or conversion of
options over or rights to subscribe for securities convertible into Shares held by the Remaining Shareholders at the date
of the Tag Offer, on the same terms and conditions as those offered for the Sale Shares. The Tag Offer shall remain open
for acceptance for not less than 21 days. This article 12 shall not apply to any transfer by a Subscriber or a DIC Co-
Investor pursuant to article 14.

12.2. For this purpose of this article 12 only, "Relevant Percentage" means:
(a) the percentage (rounded to the nearest whole number) which the number of equity Shares to be sold by the

Transferor represents of the total number of equity Shares held by the Transferor provided that

(b) if such transfer would result in a Majority Sale then the Relevant Percentage in respect of that Remaining Shareholder

will, at the sole discretion of that Remaining Shareholder exercisable by written notice to the Transferor within the 21
day period referred to article 12.1, be either:

(i) 100%; or
(ii) the Relevant Percentage which would otherwise apply in respect of that Shareholder for the application of this

paragraph (ii).

12.3. No Tag Offer shall be required pursuant to article 12.1 if a Drag Notice has been served pursuant to article 13.
12.4. The Managers and the Shareholders shall refuse to register a transfer under article 12.1 if the Transferor and the

Transferee does/do not comply with the provision of article 12.1 and notwithstanding any other provision in these Articles
if a proposed transferee acquires Shares in breach of article 12, any dividend payments and other distributions on such
Shares shall be retained by the Company until such time as an offer complying with article 12.1 is made by the proposed
transferee.

12.5 If any one or more holder of PECs, Quasi Equity or Debt Securities wishes to transfer (whether through a single

transaction or a series of transactions) any PECs, Quasi Equity or Debt Securities and the transferee is not an Original
Shareholder, Original Member or an Associate of or person Controlled by an Original Shareholder or an Original Member
or a person to whom a Share may be transferred pursuant to article 14 then the provisions of article 12 shall apply to
such transfer mutatis mutandis, as if references to:

12.5.1 "equity shares" and "Shares" were to "PECs, Quasi Equity and/or Debt Securities";
12.5.2 "Shareholders" were to "holders of PECs, Quasi Equity and/or Debt Securities"; and
12.5.3 "Relevant Percentage" and "Actual Equity Percentage" were calculated by reference to aggregated holdings of

all of the PECs, Quasi Equity and/or Debt Securities counted together as if a single class.

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Art. 13. Drag along rights for subscribers.
13.1. In the event that a BLACKSTONE Shareholder wishes to transfer Shares (the "Sale Shares") to a third party on

bona fide arm's-length terms in accordance with the terms of these Articles, that Shareholder (the "Transferor") may
serve a notice (a "Drag Notice") on the other Subscribers and the DIC Co-Investors (the "Remaining Shareholders")
requiring the Remaining Shareholders to transfer within seven days of the Drag Notice being served on the Remaining
Shareholders the Relevant Percentage (as defined in article 13.8) of their Shares (including the Relevant Percentage (as
defined in article 13.8) of any Shares which may be issued pursuant to the exercise or conversion of options over or
rights to subscribe for securities convertible into Shares held by the Remaining Shareholders at the date of the Drag
Notice) (together, the "Dragged Shares"), on the same terms and conditions as shall have been agreed between the
Transferor and the proposed transferee (the "Drag Transferee") of the Sale Shares.

13.2. The right of the Transferor shall be exercised by the Transferor serving the Drag Notice accompanied by copies

of all documents required to be executed by the Remaining, Shareholders to give effect to the required transfer.

13.3. In the event that the Transferor wishes to transfer the Sale Shares to a Related Entity of BLACKSTONE, then,

unless KIRKBI and DIC otherwise agrees:

(a) the right of the Transferor to require the Remaining Shareholders to transfer the Dragged Shares in accordance

with article 13.1 may not be exercised unless the price specified in the Drag Notice for the Dragged Shares is as least
high as the Fair Drag Value;

(b) the Managers shall forthwith instruct the Independent Expert to determine the Fair Drag Value of the Dragged

Shares; and

(c) the costs of the Independent Expert in determining the Fair Drag Value shall be borne by the Company.
13.4. In determining the Fair Drag Value for the purposes of article 13.3, the Independent Expert shall:
(a) be considered to be acting as an expert and not as an arbitrator; and
(b) value the Dragged Shares using the following principles:
(i) assuming an arm's length sale between a willing seller and a willing buyer;
(ii) if the Company is then carrying on business as a going concern, on the assumption that it will continue to do so;
(iii) the Dragged Shares are capable of being transferred without restriction; and
(iv) no reduced or additional value is attached to any holding of Shares by virtue of the holding comprising or after

purchase conferring a majority or minority of the total issued share capital of the Company.

13.5. Each Shareholder acknowledges and accepts the following provisions and appoints the BLACKSTONE Managers

as his agent authorised to take any action oh his behalf including the execution of any document and the receipt of any
payment pursuant to complying with his obligations under this article 13 (and undertakes not to revoke such appointment
for so long as he is a Shareholder):

(a) each Remaining Shareholder whose Shares are acquired pursuant to this article 13 shall deliver duly executed share

transfer agreement(s) in respect of the Dragged Shares registered in its name (or an indemnity in respect thereof in a
form satisfactory to the Board) to the Company on or before the fifth day after the Drag Notice is given (the "Drag
Date");

(b) subject always to receipt of the duly executed share transfer agreement(s) referred to in article 13.5(a), on the

Drag Date the Company shall pay the Remaining Shareholder(s), on behalf of the Drag Transferee, the aggregate monies
due for the Dragged Shares, to the extent that the Drag Transferee has put the Company in the requisite cleared funds.
The Company's receipt for the aggregate monies due shall be a good discharge to the Drag Transferee who shall not be
bound to see its application;

on trust for the defaulting Remaining Shareholders without any obligation to pay interest. Payment to the Remaining
Shareholders shall be made in such manner as is agreed between the Company and the Remaining Shareholders and in
the absence of such agreement, by cheque to the postal address notified to the Company by each Remaining Shareholder
for such purpose and, in default of such notification, to the Remaining Shareholder's last known address;

(d) if a Remaining Shareholder fails to comply with its obligations under article 13, the Board may (and shall, if requested

by a BLACKSTONE Manager) authorise any Manager to execute, complete and deliver as agent for and on behalf of that
Remaining Shareholder a transfer of the relevant Dragged Shares to the Drag Transferee, to the extent that the relevant
Drag Transferee has, by the Drag Date, put the Company in cleared funds in respect of the aggregate price payable for
the Dragged Shares to be transferred to him;

(e) the Board and the Shareholders shall, subject to any formalities required by law, authorise registration of the

transfer(s) pursuant to this article 13, after which the validity of such transfer(s) pursuant to this article 13 shall not be
questioned by any person; and

(f) each defaulting Remaining Shareholder shall surrender his share certificate(s) relating to the Dragged Shares (or

provide an indemnity in respect thereof in a form satisfactory to the BLACKSTONE Representative) to the Company.
On, but not before, such surrender or provision, the Remaining Shareholders shall be entitled to the price payable for
the Dragged Shares transferred on its/their behalf, without interest. If such share certificate(s) relate to any shares which

24320

a Remaining Shareholder is not bound to transfer under article 13, the Company shall issue a fresh certificate for the
balance.

13.6. Each of the Shareholders acknowledge and agree that the authority conferred under this article 13 is necessary

as security for the performance by the Remaining Shareholders of their obligations under this article 13.

13.7. In the event that Blackstone or any Associate of Blackstone which holds PECs, Quasi Equity, and/or Debt Secu-

rities (a "Blackstone PEC Holder") wishes to transfer PECs, Quasi Equity, and/or Debt Securities to a third party on bona
fide arm's-length terms in accordance with the terms of these Articles then the provisions of article 13 shall apply to such
transfer, mutatis mutandis, as if references to:

(a) "equity Shares" and "Shares" were to "PECs, Quasi Equity and Debt Securities";
(b) "Shareholder" were to "Holder of PECs, Quasi Equity and/or Debt Securities";
(c) "Sale Shares" were to "Sale Securities";
(d) "Remaining Shareholders" were to Remaining Holders of PECs, Quasi Equity and/or Debt Securities";
(e) "Dragged Shares" were to "Dragged Securities";
(f) a "Blackstone Shareholder" were to a "Blackstone Holder of PECs, Quasi Equity and/or Debt Securities"; and
(g) the "Relevant Percentage" were calculated by reference to the aggregate holdings of PECs and/or other Quasi

Equity counted together as if a single class.

13.8. For the purposes of this article 13 only, "Relevant Percentage" means:
(a) for all Remaining Shareholders other than the DIC Group and the DIC Co-Investors:
(i) the percentage (rounded to the nearest whole number) which the number of Shares to be sold by the Transferor

represents of the total number of equity Shares held by the Transferor; provided that

(ii)if the Actual Equity Percentage of a Remaining Shareholder (including any Shares held by or on behalf of its Asso-

ciates) following the transfer of the number of Shares calculated under article 13.8(a)(i) pursuant to a Drag Notice would,
following such transfer, be equal to or less than 10% then the Relevant Percentage in respect of that Remaining Shareholder
will, at the sole discretion of that Remaining Shareholder exercisable by written notice to the Transferor within the seven
day period referred to in article 13.8, be either:

(A) 100%, or
(B) the Relevant Percentage which would apply in respect of that Shareholder but for the application of this paragraph

13.8(a)(ii); and

(b) in respect of the DIC Group and the DIC Co-Investors: 100%.
13.9. If on a transfer in accordance with this article 13 the Relevant Percentage in respect of a Shareholder is, or is

deemed to be 100%, and the Transferor serving a Drag Notice pursuant to this article 13 does not transfer any PECs,
Quasi Equity, and/or Debt Securities and as part of the transaction the Drag Transferee is not acquiring or repaying (or
procuring that the Company repay) all of the outstanding PECs, Quasi Equity and/or Debt Securities held by the Remaining
Shareholders, then, for the purposes of article 13.1, the term "Dragged Shares" shall include all of such Remaining Sha-
reholder's PECs, Quasi Equity and/or Debt Securities.

Art. 14. Permitted transfers.
14.1. Any A Ordinary Shareholder other than a KIRKBI Shareholder, a DIC Shareholder and an Executive may at any

time transfer all (but not some only) of its Shares (the "Relevant Shares") to an Associate of the Shareholder. A KIRKBI
Shareholder and a DIC Shareholder may transfer all or some of its Shares (the "Relevant Shares") to Associates of KIRKBI,
and the DIC Group, respectively, provided that there are no more than five KIRKBI Shareholders or the DIC Shareholder
at any time. The Associate may at any time transfer all of the Relevant Shares (or some of the Relevant Shares in the case
of a KIRKBI Shareholder, subject to there being no more than five KIRKBI Shareholders or five DIC Shareholders at any
time) back to the original A Ordinary Shareholder or to another Associate of the Original A Ordinary Shareholder. Article
16 shall not apply to the transfer of any Relevant Shares pursuant to this article 14.

14.2. If Relevant Shares have been transferred under article 14.1 (whether directly or by a series of transfers) by a

Shareholder (the "Transferor" which expression shall not include a second or subsequent transferor in a series of trans-
fers) to an Associate (the "Transferee") and subsequently the Transferee ceases to be an Associate of the Transferor
then the Transferee shall forthwith transfer the Relevant Shares to the Transferor or at the Transferor's option to an
Associate of the Transferor. If the Transferor fails to transfer the Relevant Shares within 28 days of the Transferee ceasing
to be an Associate of the Transferor then the Transferee shall be deemed to have served a Transfer Notice (as defined
in article 16.1) in respect of the Relevant Shares and the provisions of articles 16.1 to and 16.7 (inclusive) shall apply
mutatis mutandis. The Transfer Notice shall be irrevocable and may not be withdrawn in any circumstances.

14.3. Any member of the BLACKSTONE Group ("BLACKSTONE Transferor") may transfer any Shares (the "Relevant

BLACKSTONE Shares") to any other member of the BLACKSTONE Group (the "BLACKSTONE Transferee"). For the
purpose of this article the "BLACKSTONE Group" means BLACKSTONE or any of its Affiliates. If the BLACKSTONE
Transferee fails to transfer the Relevant BLACKSTONE Shares back to the relevant BLACKSTONE Transferor or to a
member of the BLACKSTONE Group within 28 days of the BLACKSTONE Transferee ceasing to be a member of the
BLACKSTONE Group, then the BLACKSTONE Transferee shall be deemed to have been served a Transfer Notice (as

24321

defined in article 16.1) in respect of the Relevant Shares and the provisions of articles 16.1 to 16.7 (inclusive) shall apply
mutatis mutandis. The Transfer Notice shall be irrevocable and may not be withdrawn in any circumstances.

14.4. An Institutional Shareholder may transfer Shares to a nominee or trustee for that holder and any such nominee

or trustee may transfer Shares to any other nominee or trustee or to the beneficiary provided that no beneficial interest
in the Shares passes by reason of any such transfer.

14.5. Any person in its capacity as general partner of an investment fund partnership may transfer any Shares held by

it to any of the partners in those partnerships provided that the aggregate Actual Equity Percentage held by all of the
partners in all of those partnerships to whom transfers have been made pursuant to this article 14.5 does not exceed 10
per cent. In addition any holder of Shares which is an investment fund or nominee or trustee for an investment fund (the
"First Fund") may transfer any Shares (the "Fund Shares") held by it to any other investment fund managed or advised by
the same manager or principal adviser as manages or advises the First Fund (the "Second Fund") but if the Second Fund
fails to transfer such shares to the First Fund within 28 days of ceasing to be managed or advised by the same manager
or principal adviser as manages or advises the First Fund then the Second Fund shall be deemed to have been served a
Transfer Notice (as defined in article 16.1) in respect of the Fund Shares and the provisions of articles 16.1 to 16.7
(inclusive) shall apply mutatis mutandis. The Transfer Notice shall be irrevocable and may not be withdrawn in any
circumstances.

14.6. Any Institutional Shareholder may transfer Shares to a Co-Investment Scheme, being a scheme under which

certain officers, employees or partners of an Institutional Shareholder or of its principal adviser or manager are entitled
(as individuals or through a body corporate or any other vehicle) to acquire shares which the Institutional Shareholder
would otherwise acquire, provided that the aggregate Actual Equity Percentage held by all Co-Investment Schemes does
not exceed 10 per cent. A Co-Investment Scheme which holds Shares through a body corporate or another vehicle may
transfer such Shares to:

(a) another body corporate or another vehicle which holds or is to hold Shares for the Co-Investment Scheme; or
(b) any officer, employee or partner entitled to the Shares under the Co-Investment Scheme.
14.7. A Shareholder who is an Employee or acting as nominee or trustee for an Employee (the "Original Member")

may transfer Shares to a Family Member of such Original Member or the person for whom the Original Member is acting
as nominee or trustee or to the trustees of a Family Trust of such Original Member or the person for whom the Original
Member is acting as nominee or trustee provided always that if such person ceases to be a Family Trust or a Family
Member, the Original Member shall procure that any Shares held by such person are transferred to the Original Member,
another Family Member or a Family Trust or to the trustees of a Family Trust in each case of such Original Member or
the person for whom the Original Member is acting as nominee or trustee.

14.8. Any Shareholder other than a Subscriber who is a trustee of a Family Trust may at any time transfer any Share

to:

(a) the new or remaining trustees of the Family Trust upon change of trustees; and
(b) any person on their becoming entitled to the same under the terms of the Family Trust.
14.9. Any Shareholder other than a Subscriber holding Shares as a result of a transfer in accordance with articles 14.7

and 14.8 may at any time transfer such Shares to another Family Member or Family Trust of the Original Member or the
person for whom the Original Member is or was acting as nominee or trustee.

14.10. Any person entitled to Shares in consequence of the death or bankruptcy of an individual Shareholder or former

Shareholder (other than a Subscriber) or Executive or Employee on whose behalf a Shareholder was holding Shares as
trustee or nominee may transfer Shares to any person or trustee to whom such individual Shareholder or former Sha-
reholder or Executive or Employee on whose behalf a Shareholder or former Shareholder was holding Shares as a trustee
or nominee, if not dead or bankrupt, would be permitted to transfer the same.

14.11. Any Shareholder may transfer Shares the transfer of which would have the effect described in article 11 (Tag

along and Come along), article 12 (Tag along rights) and article 13 (Drag Along Rights) provided either an offer has been
made and completed in accordance with article 11.1 and/or 12.1 or a Come Along Notice has been served in accordance
with article 11.2. and/or 13.1. Any Shareholder may transfer Shares pursuant to the acceptance of such an offer or pursuant
to a Come Along Notice.

14.12. Any Shareholder other than a Subscriber holding Shares as a result of a transfer made after the date of the

adoption of these Articles by a person who was permitted to make such transfer under the terms of these Articles to
such Shareholder may at any time transfer any Share to the person who originally transferred such Shares to such person
(or to any other person to whom such original transferor was permitted to transfer Shares).

14.13. An Employee Trust may transfer Shares in accordance with the rules of that Employee Trust.
14.14. A Shareholder who is an individual may transfer Shares to a nominee or trustee for that holder and any nominee

or trustee for an individual may transfer Shares to any other nominee or trustee acting for such individual or to the
individual who is the beneficiary provided that no beneficial interest in the Shares passes by reason of such transfer.

Art. 15. Compulsory transfers of executives' shares.
15.1. The Board shall be entitled either:

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(a) within the period commencing on the Cessation Date and expiring at midnight on the first anniversary of such date

(the "Cessation Period"); or

(b) where the purchase of such Shares during the Cessation Period is prevented by restrictions under any applicable

law or by the terms of the Financing Documents, within six months after the end of the Cessation Period,

to serve notice (the "Compulsory Transfer Notice") on all or any members of the Departing Employee's Group who

hold Shares or Rollover PECs. The Compulsory Transfer Notice may require the relevant member(s), within ten days of
the Compulsory Transfer Notice, to transfer such number and class of Shares and/or Rollover PECs held by them at such
prices (subject to the price being not less than that provided for in article 15.2) in each case as are specified in the
Compulsory Transfer Notice to such person(s) as may (subject to articles 15.9 and 15.10) be specified in the Compulsory
Transfer Notice or subsequently by the Board. If the relevant member(s) of the Departing Employee's Group make(s)
default in transferring the Shares required to be transferred, the provisions of article 10.4 (Transfer of Shares) shall apply
(references therein to the holder, Relevant Securities, transferee and documents being construed in accordance with the
provisions of this article 15).

15.2. The price at which such Shares or Rollover PECs may be required to be transferred pursuant to article 15.1 shall

be determined by the Board and shall be no lower than:

(a) in respect of any A Ordinary Share or Rollover PEC: Market Value;
(b) in respect of any B Ordinary Share:
(i) if the reason for the Departing Employee becoming a Departing Employee (the "Departure Reason") is a Bad Reason:

the lower of Cost and Market Value;

(ii) if the Departure Reason is a Good Reason:
(A) in respect of such percentage of all of the B Ordinary Shares held by the Departing Employee and/or any member

of the Departing Employee's Group as is equal to "A" calculated as set out below, Market Value;

A = 100 x (D/E)
where:
D = the number of calendar months to have elapsed from the Commencement Date to the Cessation Date
E = 60
(B) in respect of the remainder of the B Ordinary Shares held by the Departing Employee and/or any member of the

Departing Employee's Group, the lower of Cost and Market Value, save that, where Nicholas Varney or Andrew Carr
is the Departing Employee and he has resigned in the circumstances described in article 15.3(c), the price in respect of
half of such remainder shall be Market Value.

15.3. In article 15.2:
(a) "Good Reason" shall mean:
(i) the death of the Departing Employee;
(ii) the ill health (save where such ill health arises as a result of an abuse of alcohol or drugs) or permanent disability

of the Departing Employee rendering him incapable of continued full-time employment in his current position (or a
comparable position at the location he is employed or otherwise provides his services at the Cessation Date) with the
Group or permanent disability of a member of the Departing Employee's immediate family;

(iii) the retirement of the Departing Employee on reaching retirement age in accordance with his terms of employment;

(iv) in other circumstances where the Board with BLACKSTONE's consent agrees in writing that a Departing Employee

should be a Good Leaver;

(b) in the case of the Senior Executives, Good Reason shall also include:
(i) the service contract of the Departing Employee (or other arrangement pursuant to which his services are provided

to a Group Company) being terminated by that Group Company other than in circumstances in which the Group Com-
pany is entitled summarily to terminate such contract without payment of damages or payment in lieu of notice;

(ii) the redundancy of the Departing Employee;
(c) in the case of Nicholas Varney and Andrew Carr, Good Reason shall also include his resignation as employee of

the Group if such resignation occurs in the following circumstances: the Group shall have acquired another undertaking
and, within 1 month after such acquisition, he shall not have been given the role of chief executive (in the case of Nicholas
Varney) or finance director (in the case of Andrew Carr) of the enlarged Group;

(d) "Bad Reason" shall mean:
(i) voluntary resignation by the Departing Employee for a reason other than a Good Reason; or
(ii) any other reason which is not a Good Reason;
(e) "Cost" shall mean the amount paid (by way of purchase or subscription price) for the Shares in question by the

first member (in point of time) of the Departing Employee's Group who held such Shares.

15.4. In determining the Market Value of any Ordinary Shares or Rollover PECs the subject of the Compulsory Transfer

Notice:

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(a) in the case of any Senior Executive who is a Departing Employee, the Company may propose to the relevant Senior

Executive a price (calculated on the basis set out in article 15.5) which if accepted by him shall be deemed to be the
Market Value for his Shares or Rollover PECs (as applicable). In the absence of agreement, Market Value shall be deter-
mined in accordance with article 15.5; and

(b) in the case of any other Departing Employee, Market Value shall be determined by the Corporate Group Remu-

neration Committee (acting reasonably) provided that the Corporate Group Remuneration Committee shall, in deter-
mining the Market Value, adopt the valuation principles set out in article 15.5 below.

15.5. Subject to article 15.4, the Market Value of any Ordinary Shares (the "Transferred Shares") or Rollover PECs

(the "Transferred Rollover PECs") the subject of the Compulsory Transfer Notice shall be their market value as at the
date of the Compulsory Transfer Notice as between a willing buyer and a willing seller as certified by the Auditors (subject
to article 15.6) acting as experts and not arbitrators and whose determination shall be final and binding on the parties
concerned in the absence of manifest error.

In arriving at the Market Value of any Transferred Shares, the Auditors shall be instructed to:
(a) disregard any rights or restrictions attached to the Shares and no discount shall be made by reason of such Shares

constituting a minority;

(b) determine the "Enterprise Value" which shall mean the price obtainable on a sale of:
(i) all of the issued shares of the Company of whatever class; and
(ii) all Debt Securities in issue (including all accruals and arrears of interest thereon),
together the "Stapled Equity" between a willing buyer and a willing seller (on the assumption that the Stapled Equity

is being sold for cash), assuming for the purpose of this article 15.5 that the Company is free of any indebtedness outs-
tanding under the Financing Documents as at the date of the Compulsory Transfer Notice;

Compulsory Transfer Notice to refinance all amounts (including all arrears and accruals of interest, fees and other costs,
and expenses payable (other than any repayment penalties or fees)) outstanding under the Financing Documents;

(d) deduct from the resultant figure an amount equal to that which would be required as at the date of the Compulsory

Transfer Notice to refinance all amounts (including all arrears and accruals of interest, fees and other costs and expenses
payable (other than any repayment penalties or fees)) outstanding under the Debt Securities then in issue;

(e) use the resultant figure as the valuation of all of the issued ordinary share capital of the Company from which to

determine the market value of the Transferred Shares as between a willing buyer and a willing seller; and

(f) in determining the market value of any B Ordinary Shares, to assume that the date of the Compulsory Transfer

Notice is the Exit Date for the purpose of article 38 and that any Ordinary Shares which would, pursuant to article 38,
have been repurchased on such Exit Date have been repurchased.

In arriving at the Market Value of any Transferred Rollover PECs, the Auditors shall be instructed that, provided the

valuation of the issued share capital of the Company calculated in accordance with articles 15.5(a) to (e) (inclusive) above
is a positive figure, the Market Value of any Transferred Rollover PECs shall not be less than the nominal value of such
Rollover PECs plus any unpaid interest and penalty interest accrued thereon as at the date of the Compulsory Transfer
Notice and shall disregard any transfer restrictions attached to such Rollover Notes.

15.6. If the Auditors are unwilling or unable to act under article 15.5, then an Independent Expert shall determine the

Market Value in accordance with article 15.5 and the provisions of this article 15 shall apply as if references therein to
"Auditors" were to "Independent Expert" provided that in such circumstances the identity of the Independent Expert
shall be nominated by the Board and the relevant Senior Executive who is a Departing Employee or in the case of
disagreement as to such nomination, appointed at the request of the Board or the relevant Senior Executive who is a
Departing Employee by the President for the time being of the Institute of Chartered Accountants in England and Wales.

15.7. Where a Departing Employee who is a Senior Executive becomes a Departing Employee for a Good Reason, he

shall be entitled by written notice to the Company within six months after his Cessation Date to require the Board to
serve a Compulsory Transfer Notice in respect of all (but not some only) of his Rollover Equity and Rollover PECs, which
the Board shall serve within 10 Business Days after receiving such notice and which shall provide that the price for such
Rollover Equity and Rollover PECs shall be their Market Value and that the Rollover Equity and Rollover PECs shall be
transferred to persons in accordance with articles 15.9 and 15.10. If the Board is unable to procure purchasers for all of
such securities within 20 Business Days after the date of such Compulsory Transfer Notice (the "Notice Period"), the
Subscribers shall be obliged to acquire such securities for their Market Value in proportion to their holdings of A Ordinary
Shares within 20 Business Days of the end of the Notice Period.

15.8. The costs and expenses of the Auditors shall be borne by the Company which shall be reimbursed by the

Departing Employee as to 50 per cent of such costs and expenses unless the value determined by the Auditors is 10 per
cent or more higher than that proposed by the Company, in which case such costs and expenses shall be borne by the
Company.

15.9. The Shares and Rollover PECs to be transferred pursuant to a Compulsory Transfer Notice shall be offered to

such Executives, employees of the Group, future employees of the Group and/or any Employee Trust and in such amounts
as the Chief Executive and Finance Director determine, provided that:

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(a) the number of B Ordinary Shares which may be acquired by the Executives pursuant to any such Compulsory

Transfer Notice shall not exceed one per cent, of the total equity share capital of the Company at such time;

(b) the number of A Ordinary Shares which may be acquired by the Executives pursuant to any such Compulsory

Transfer Notice shall not exceed GBP 500,000.- worth of A Ordinary Shares (calculated by reference to their Market
Value determined pursuant to Article 15.2);

and

(d) (but only to the extent that) the effect of any such acquisition on the Group is tax neutral.
15.10. Any Shares or Rollover PECs not taken up by the persons to whom they are offered pursuant to article 15.9

shall be offered to employees, prospective employees of the Group or an Employee Trust as determined by the Chief
Executive and Finance Director or otherwise warehoused for future allocation by the Chief Executive and Finance Di-
rector to employees or prospective employees of the Group.

15.11. The rights attaching to the B Ordinary Shares set out in this article 15 shall not be varied or abrogated by the

Shareholders or the Company without the prior consent or sanction of the holders of more than 3/4 (three quarters) in
nominal value of the issued B Ordinary Shares provided that, in the case of this article 15 only, such consent shall not be
required if the variation or abrogation of rights is: (i) a variation or abrogation of the rights only of persons who are not
holders of B Ordinary Shares at that time; or (ii) does not adversely affect the holders of B Ordinary Shares at that time.

Art. 16. Transfer for Subscribers and DIC co-investors other than Blackstone.
16.1. If at any time a Subscriber (other than a BLACKSTONE Shareholder, a DIC Shareholder or a DIC Co-Investor)

proposes to transfer or dispose of any of its Shares otherwise than in accordance with articles 10.1, 12, 13 or 14, it shall
first give notice in writing (the "Transfer Notice") to the Company of its desire to do so. The Transfer Notice shall:

(a) specify the number of Shares desired to be transferred or disposed of, being all (but not some only) of the Shares

(the "Offered Shares") held by the relevant Subscriber and its their respective Associates (the "Vendor");

(b) specify the price per Share which the Vendor is willing to accept for the Offered Shares (the "Offer Price"), and

the identity of the proposed transferee, if any (the "Proposed Transferee");

Shareholders at the price per share specified in the Transfer Notice; and

(d) not be withdrawn except with BLACKSTONE's consent or as provided in article 16.5.
16.2. On receipt by the Company of a Transfer Notice it will, within seven days, offer the Offered Shares to the other

Shareholders who hold shares of the same class as the Offered Shares in proportion (as nearly as may be) to the number
of Shares of the same class as the Offered Shares held by them respectively. Every such offer shall be made in writing
specifying the offer price and the number of Shares offered (the "Proportionate Entitlement") and shall be accompanied
by forms of application for use by the Shareholder in applying for his Proportionate Entitlement (or part thereof) and for
any Shares in excess of such entitlement which he is prepared to purchase ("Excess Shares"). Every such offer shall be
open for acceptance in whole or in part within 21 days from the date of its despatch (which shall be specified in the
notice). Such offer shall, to the extent that the same is not accepted by any Shareholder in whole or in part within 21
days of the said date, be deemed to have been declined by such Shareholder.

16.3. At the expiry of the 21-day period under article 16.2, the Company shall allocate the Offered Shares in the

following manner:

(a) to each Shareholder who has accepted the offer in whole or part ("Purchasing Member"), there shall be allocated

his Proportionate Entitlement or such lesser number of Offered Shares for which he may have applied;

(b) if the number of any Offered Shares which remain unallocated is less than the total number of Excess Shares applied

for, the unallocated shares shall be allocated (as nearly as may be) in the proportions which the applications for Excess
Shares bear to one another;

applied for, each Shareholder who has applied for Excess Shares shall be allocated the number of Excess Shares for which
he applied.

16.4. Within seven days of the expiry of the 21-day period under article 16.2, the Company will notify the Vendor and

all Purchasing Members of the details of the applications which have been made and of the allocations made as between
Purchasing Members under article 16.3.

16.5. To the extent that the Company shall not find buyers for all the Offered Shares pursuant to the procedure set

out in articles 16.1 to 16.4 (inclusive), the Transfer Notice shall be deemed to be withdrawn in respect of the Offered
Shares or, solely at the discretion of the Vendor, the provisions of article 16.7 shall apply.

16.6. The Vendor shall be bound, upon payment of the offer price (which payment shall be made within 14 days of

receipt of the final notification referred to in article 16.4), to transfer the shares which have been allocated to the
Purchasing Members pursuant to article 16.3 to such Purchasing Members. If, after becoming so bound, the Vendor makes
default in transferring the shares, the Company may receive the purchase money and the Vendor shall be deemed to have
appointed any one Manager of the Company as his duly appointed agent with full power to execute complete and deliver

24325

on behalf of the Vendor a transfer of the relevant shares to the Purchasing Members and, upon execution of such transfer,
the Company shall hold the purchase money in trust for the Vendor. The receipt of the Company for the purchase money
shall be a good discharge to each Purchasing Member and, after his name has been entered in the register of members
of the Company, the validity of the proceedings shall not be questioned by any person. The purchase money shall be paid
to the Vendor upon delivery up to the Company of his certificate or certificates for the relevant shares.

16.7. If all the Shares comprised in a Transfer Notice are not accepted by a Purchasing Member or Purchasing Members,

so that the Transfer Notice is deemed withdrawn under article 16.5, the Vendor may within six months after the date
on which he received notification of the details of the applications by Purchasing Members under article 16.4, transfer all
(but not some) of the remaining unsold Offered Shares to any person on a bona fide sale at a price per share not less
than the offer price save that:

(a) in the case of a transfer to a proposed transferee who is a person considered by the Board to be a competitor or

connected with a competitor of the business of Group a transfer may not be registered unless it shall first have been
approved by the Board; and

(b) the Board may require to be satisfied in such manner as it may reasonably require that the Offered Shares are

being sold in pursuance of a bona fide sale at a price per Share not less than the offer price without any deduction, rebate
or allowance whatsoever to the buyer and if not so satisfied may refuse to register the instrument of transfer.

16.8 A DIC Shareholder or a DIC Co-Investor may only transfer or dispose of any of their Shares in accordance with

articles 10.1, 12, 13 or 14 or with the prior written consent of BLACKSTONE.

Art. 17. Other transfer restrictions and Share transfers by Blackstone.
17.1. Notwithstanding any other provisions of these Articles, as long as an agreement under which a licence is granted

to operate Legoland Venues continues in effect between KIRKBI A/S or any of its subsidiaries, the Company, LEGOLAND
WINDSOR PARK LIMITED, Legoland A/S, LEGOLAND DEUTSCHLAND, GmbH and Legoland California LLC and
KIRKBI or any of its respective nominees, Related Entities or Associates is a Shareholder, a Shareholder may not transfer
Shares or any interest in Shares and the Company may not issue Shares or grant any rights over Shares to a LEGO
Competitor or an Inappropriate Party without the prior written consent of KIRKBI and BLACKSTONE.

17.2. For the purposes of these Articles, any dispute as to whether a proposed transferee is a LEGO Competitor or

an Inappropriate Party shall be referred for final resolution to a Queen's Counsel acting in England and Wales appointed
by agreement between BLACKSTONE, KIRKBI and DIC to act as an expert and not as an arbitrator or in default of
agreement within 30 days by the Chairman of the Bar Council of England and Wales upon the application of either
BLACKSTONE, KIRKBI or DIC. The costs of the Queen's Counsel shall be borne as determined by that Queen's Counsel.

17.3. Subject to articles 11, 12, and 17.1, any member of the BLACKSTONE Group may transfer any Shares to any

other person.

D. Management

Art. 18.
(a) The Company is managed by the Board.
(b) The Company will be bound in all circumstances by the signature of any two members of the Board.
(c) In dealings with third parties, the Board has the most extensive powers to act in the name of the Company in all

circumstances and to authorise all transactions consistent with the Company's object.

Art. 19. The Managers are appointed by the general meeting of Shareholders in accordance with article 20 of these

Articles. At least half of the Managers and at least half of the persons nominated for appointment as Manager pursuant
to these Articles shall not be United Kingdom residents for tax purposes. Subject to the provisions of these Articles, the
Managers may be dismissed freely at any time.

Art. 20. Appointment and Removal of managers.
20.1. Blackstone shall be entitled from time to time to nominate:
(i) three (3) individuals for appointment as Managers from which all the Shareholders in general meeting shall appoint

two (2) as Managers; and

(ii) two (2) employees or prospective employees of the Group for appointment as managers from which all the Sha-

reholders in general meeting shall appoint one (1) as Manager.

Blackstone shall be entitled to nominate up to a further five (5) individuals for appointment as Managers from which

all of the Shareholders in general meeting shall appoint as Managers such number as will, when taken together with the
Managers appointed under article 20.1(i), constitute a simple majority of the Managers.

20.2. Subject to articles 19 and 39.1, KIRKBI shall be entitled from time to time to nominate two (2) individuals for

appointment as Managers from which all the Shareholders in general meeting shall appoint one (1) as Manager.

20.3. Deliberately left blank.
20.4. BLACKSTONE and KIRKBI may:

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(i) propose that Managers nominated by them pursuant to this article 20 be dismissed or suspended from office by all

the Shareholders in general meeting; or

(ii) nominate replacements for Managers nominated by them pursuant to this article 20 who have been dismissed or

suspended from office by all the Shareholders in general meeting.

20.5. In addition to its rights to nominate Managers under article 20.1, BLACKSTONE shall have the right from time

to time to nominate an individual as Manager and independent chairman of the Board (having first consulted with a KIRKBI
Manager and the Chief Executive as to the identity of the chairman and the terms of his appointment) and to propose
the removal from office of any person so appointed and to nominate another person in his place (having first consulted
with a KIRKBI Manager and the Chief Executive). The chairman's reasonable fees and remuneration shall be paid by the
Company. The chairman shall not have a second or casting vote. If the chairman is not present at any meeting of the
Board, the Managers present may appoint any one of their number to act as chairman for the purposes of the meeting.

20.6. Unless otherwise provided in these Articles, the Managers shall not be entitled to any remuneration in their

capacity as Managers.

20.7. At the time of the completion of any sale, assignment, transfer or other disposition of all of the Shares held by

a Shareholder or, in the case of KIRKBI, when its rights under article 20.2 cease, that Shareholder shall procure the
resignation of each Manager appointed by it.

20.8. Any Shareholder proposing the removal of a Manager shall be responsible for, and agrees with the Company and

the other Shareholders to indemnify and keep indemnified the Company and the other Shareholders on demand against
all losses, liabilities and costs which the Company and the other Shareholders may incur arising out of, or in connection
with, any claim by the Manager for wrongful or unfair dismissal or redundancy or other compensation arising out of the
Manager's removal or loss of office.

Art. 21. Deliberately left blank

Art. 22. Meetings of the board.
22.1. The Board shall meet upon call by the chairman, or two Managers, at the place indicated in the notice of meeting,

and in any event not less than twice each calendar year. The chairman shall preside at all meeting of the Board, but in his
absence, the Board may appoint another Manager as chairman pro tempore by vote of the majority present at any such
meeting.

22.2. Written notice of any meeting of the Board must be given to the Managers seven days in advance of the date

foreseen for the meeting, except in case of emergency, in which case the nature and the motives of the emergency shall
be mentioned in the notice. This notice may be omitted in case of assent of each Manager in writing, by cable, telegram,
telex or facsimile, or any other similar means of communication. A special convocation will not be required for a board
meeting to be held at a time and location determined in a prior resolution adopted by the Board.

22.3. Any Manager may act at any meeting of the Board by appointing, in writing, by facsimile, electronic mail or any

other means of written communication another Manager as his proxy. A Manager may represent more than one of his
colleagues.

22.4. Any Manager may participate in any meeting of the Board by conference call, videoconference or by other similar

means of communication allowing all the persons taking part in the meeting to hear one another provided that a majority
of the Board are physically present at the meeting in Luxembourg. The participation in a meeting by these means is
equivalent to a participation in person at such meeting.

Art. 23. Quorum and Majority.
23.1. The Board can deliberate or act validly only if at least a majority of the Managers is present or represented at a

meeting of the Board. Decisions shall be taken by a majority of votes of the Managers present or represented at such
meeting.

23.2. The Board may, unanimously, pass resolutions by circular means when expressing its approval in writing, by cable,

telegram, telex or facsimile, or any other similar means of communication, to be confirmed in writing. The entirety will
form the minutes giving evidence of the resolution.

23.3. The quorum for the transaction of business of the Board or any committee or sub-committee thereof shall be

a majority of its members and in any case must include one Blackstone Manager and, for so long as KIRKBI has the right
to nominate KIRKBI Managers for appointment to the Board pursuant to article 20.2, one KIRKBI Manager (if nominations
have been made pursuant to article 20.2). If within an hour of the time appointed for a Meeting of the Board a quorum
is not present such Meeting of the Board shall stand adjourned to the third Business Day later at the same time and place
unless agreed otherwise by a Blackstone Manager, a KIRKBI Manager (if one is in office). If at the adjourned Meeting of
the Board a quorum is not present within one hour of the time appointed for such Meeting of the Board and a Blackstone
Manager is present, the Managers present shall constitute a quorum provided that they are a majority of the members
of the Board or relevant committee or sub-committee. Notice of a Meeting of the Board adjourned for absence of a
quorum shall be given to all Managers entitled to attend the such adjourned Meeting of the Board.

24327

23.4. If BLACKSTONE has not for the time being nominated a BLACKSTONE Manager pursuant to article 20.1 (i)

either BLACKSTONE or BLACKSTONE CAPITAL PARTNERS (CAYMAN) IV L.P. shall be entitled to send a represen-
tative to observer any such meeting of the Board.

23.5. If KIRKBI is entitled for the time being to nominate a KIRKBI Manager pursuant to article 20.2 (subject to article

39) and has not for the time being nominated a KIRKBI Manager pursuant to article 20.2, KIRKBI shall be entitled to send
a representative to observe such meeting of the Board.

23.6. In the event that KIRKBI ceases to have the right to nominate a KIRKBI Manager for appointment to the Board

pursuant to article 39, KIRKBI shall be entitled to send to all Board meetings a speaking observer who shall receive notice
of and receive papers in respect of each meeting of the Board.

23.7. Deliberately left blank.
23.8. Deliberately left blank.
23.9. Resolutions shall be passed at a board meeting by a simple majority of the Managers.
23.10. Any decision relating to the following matters shall require the consent of the BLACKSTONE Managers:
(a) (i) the adoption, in relation to each financial year, of the budget (the "Budget");
(ii) the entering into of any individual capital expenditure by any member of the Group of more than GBP 100,000.-

which is not specifically provided for in the Budget;

(iii) the making of any material revision to the Budget; and
(iv) the taking of any action which is materially inconsistent with the Budget;
(b) other than and to the extent that: (a) any acquisition or disposal is specifically forecast or provided for in the Budget

in any financial year; (b) in the ordinary course of trading; and (c) in respect of capital expenditure any acquisition or
disposal (including, without limitation, any purchase, sale, transfer, lease, licence or hire purchase) by any member of the
Group of any asset or group of assets, which acquisition or disposal or which is for a consideration or having a value of
more than GBP 100,000.-;

or the Budget in any financial year, the entering into by any member of the Group of any agreement or commitment, or
the variation of any agreement or commitment excluding any agreement or commitment of a type contemplated by article
23.10(a), whether or not the consideration or value concerned would otherwise be sufficient for the agreement or
commitment to fall within article 23.10(b), for the acquisition or disposal of the whole or any substantial part of any
undertaking, or the acquisition or disposal of any shares in the capital of any company, where such agreement or com-
mitment is material in the context of the Group;

(d) the acquisition or formation by the Group of any subsidiary undertaking;
(e) the formation, entry into, termination or withdrawal from any partnership, consortium, joint venture or any other

unincorporated association by any member of the Group;

(f) the undertaking or entering into of any transaction by any member of the Group of any nature whatsoever other

than by way of bargain at arm's length and upon normal commercial terms or other than in the normal course of trading
of the Group (including any transaction which, if the Company were admitted to the Official List of the UK Listing
Authority and to trading on the LSE's market for listed securities, would constitute a transaction with a related party (as
defined from time to time in the Listing Rules));

(g) the lending of money by any member of the Group (except to employees of the Group in amounts not exceeding

GBP 5,000 per employee, or in the normal course of trading, or to a wholly-owned subsidiary for use in the normal
course of trading);

(h) the changing of, or opening of, any bank account or any change to any bank account mandate;
(i) the commencing or settlement by any member of the Group of any material litigation where the anticipated financial

exposure for the relevant member of the Group exceeds GBP 100,000.-;

(j) the making of any change in the Group's accounting policies or principles or the basis of their application, save for

any changes required from time to time to comply with changes in the law or with statements of standard accounting
practice, or the altering of any member of the Group's accounting reference date or the consolidation of the Group's
accounts;

(k) the making of any change in the auditors, or the appointment of any advisers on a Majority Sale or listing or on any

other matter material to the Group as a whole;

(l) the appointment to, or removal (other than a removal of an Investor Manager or a director which shall be in

accordance with the provisions of article 20.4) from, office of any Manager or director of the Company or the chairman
of the Company, or the entering into or termination of any employment contract, contract of service or consultancy, or
service agreement by any member of the Group in respect of the services of any person where:

(i) such person is, or is to be, a Manager or director of the Company (or a person connected with a Manager or

director of the Company); or

(ii) the remuneration (including pension contributions) payable under such contract is or is to be in excess of GBP

75,000. per annum (index-linked);

24328

(m) the alteration of any of the terms of any contract or agreement falling within article 23.10(l), or any increase or

variation in the basis of calculating the remuneration paid by a member of the Group (including any salary, fee, bonus or
commission, entitlement or arrangement, or pension contribution) under any such contract or agreement but excluding
in any such case, any increase or variation arising by reason of contractual entitlement;

(n) the establishment of any new profit sharing, bonus or incentive scheme giving rise to payment of emoluments for

any financial year in excess of amounts provided for in the Budget for the relevant financial year;

(o) the variation to the terms of any existing profit sharing, bonus or incentive scheme giving rise to payment of

emoluments for any financial year in excess of amounts provided for in the Budget for the relevant financial year;

(p) the establishment of, or variation to the terms of, any share option scheme or shadow share option scheme;
(q) the establishment of, or variation to the terms of, any pension or life insurance scheme giving rise to payment of

contributions or emoluments for any financial year in excess of amounts provided for in the budget for the relevant
financial year;

(r) the increase of the remuneration of any director of the Company (other than an Investor Manager) save as con-

tractually required by his service agreement, or the remuneration payable to any Shareholder save as contractually
required by his service agreement;

and
(s) the commencing of any redundancy program involving more than 10 people.

Art. 24. Corporate group remuneration committee.
24.1. The Board shall constitute a remuneration committee as a Committee of the Board (the "Corporate Group

Remuneration Committee").

The membership of the Corporate Group Remuneration Committee shall consist of (i) at least one of the BLACKS-

TONE Managers, (ii) one of the KIRKBI Managers (unless KIRKBI's right to nominate Managers has ceased pursuant to
article 39.1 or KIRKBI has failed to make any nominations pursuant to article 20.2), (iii) the chairman of the Board (if
appointed) and (iv) the Chief Executive. The Corporate Group Remuneration Committee shall consider and make re-
commendations to the Board on:

(a) the terms of appointment or dismissal and the remuneration of the Senior Executives and the other (if any) senior

executives of the Company or any Group Company;

(b) such other matters as are specifically provided for in any agreement between the Shareholders and these Articles

to be determined by the Corporate Group Remuneration Committee; and

shall withdraw from any meeting and shall not vote at any meeting of the Remuneration Committee at which their own
emoluments and/or terms of employment or other rights are being discussed.

Art. 25.
25.1. If, at any time, no BLACKSTONE Manager has been appointed under article 20 then references in these Articles

to the consent or approval of one or more of the BLACKSTONE Managers shall be construed as references to the
written consent of BLACKSTONE.

25.2. If, at any time, no KIRKBI Manager has been appointed under article 20 when KIRKBI has a right under article

20 (subject to article 39) to nominate a KIRKBI Manager then references in the Articles and any agreement between the
Shareholders to the consent or approval of one or more of the KIRKBI Managers shall be construed as references to the
written consent of KIRKBI.

25.3. Deliberately left blank.

Art. 26. The minutes of any meeting of the Board shall be signed by the chairman or, in his absence, by the vice-

chairman, or by two Managers. Copies or extracts of such minutes which may be produced in judicial proceedings or
otherwise shall be signed by the chairman, or by two Managers.

Art. 27. The death or resignation of a Manager, for any reason whatsoever, shall not cause the dissolution of the

Company.

Art. 28. The Manager(s) do not assume, by reason of its/their position, any personal liability in relation to commitments

regularly made by them in the name of the Company. They are authorised agents only and are therefore merely responsible
for the execution of their mandate.

E. Collective decisions of the shareholders

Art. 29. Each Shareholder may participate in the collective decisions irrespective of the numbers of Shares which he

owns. Each Shareholder is entitled to as many votes as he holds or represents Shares.

Art. 30. Collective decisions are only validly taken in so far they are adopted by Shareholders owning more than half

of the share capital.

24329

The amendment of the articles of incorporation requires the approval of a majority of Shareholders representing three

quarters of the share capital at least.

Art. 31. Deliberately left blank

Art. 32. Shareholder consent rights.
32.1. Subject to articles 32.2 and 39, any decision relating to any of the following matters shall require the prior consent

of the KIRKBI Shareholders and, in the case of articles 32.1(a) to 32.1(d) (inclusive), 32.1(h) and 32.1(i), the prior consent
of the DIC Group (subject to article 32.2):

(a) any change in the Articles which would have an adverse effect on the rights attached to Shares held by KIRKBI,

DIC or the DIC Co-Investors without having a corresponding effect on all A Ordinary Shares;

(b) any issue of Shares or Quasi Equity or Debt Securities for cash consideration to BLACKSTONE or any of its

Associates;

or any of its Associates;

(d) the making of any loan by any Group Company (other than a member of the Operating Group) to Blackstone or

an Associate of BLACKSTONE;

(e) the creation, renewal or extension of any borrowings by any Group Company (other than a member of the

Operating Group);

(f) any individual or related series (in any 12 month period) of capital expenditure commitments by any Group Company

(other than a member of the Operating Group) exceeding EUR 100 million, excluding capital expenditure relating to the
acquisition of new parks;

(g) the assignment, sale or other disposal in any 12 month period of any asset or related group of assets by any Group

Company (other than a member of the Operating Group) having a net book value in aggregate of EUR 200 million or
more, excluding the assignment, sale or other disposal of (i) one individual park and assets and liabilities relating thereto
each year; and (ii) all or a substantial part of such Group Company's assets;

(f) any change in the Company's auditors to a firm other than KPMG LLP, ERNST & YOUNG, DELOITTE & TOUCHE

or PricewaterhouseCoopers;

(g) any decision relating to the establishment of any share option or other share-based incentive scheme for any

manager or employee of any Group Company involving the issue of Shares beyond those described in the definition of
Permitted Issue;

(h) any material change to the business of the Company; and
(i) the issue of any B Ordinary Shares to BLACKSTONE or an Associate of BLACKSTONE.
32.1A. Subject to articles 32.2 and 39 the Management Committee may make recommendations on the following

matters but such recommendation may only be given by the Management Committee with the consent of a KIRKBI
representative who is a member of the Management Committee or, if no KIRKBI representative is a member of the
Management Committee, only with the written consent of the KIRKBI Representative, and, in the case of article 32.1A
(a), with the prior written consent (subject to article 32.2) of the DIC Representative:

(a) the making of any loan by any member of the Operating Group to BLACKSTONE or an Associate of BLACKSTONE;
(b) the creation, renewal or extension of any borrowings by any member of the Operating Group;
(c) any individual or related series (in any 12 month period) of capital expenditure commitments by any member of

the Operating Group exceeding EUR 100 million, excluding capital expenditure relating to the acquisition of new parks,

(d) the assignment, sale or other disposal in any 12 month period of any asset or related group of assets of any member

of the Operating Group having a net book value in aggregate of EUR 200 million or more, excluding the assignment,, sale
or other disposal of: (i) one or more parks and assets and liabilities relating thereto; and (ii) all or a substantial part of
such company's business and assets.

32.2. The provisions of article 32.1 and 32.1A shall not apply to a Permitted Issue, a Permitted Borrowing or a Permitted

Acquisition or to any action necessary to implement any of the foregoing or to any matter specifically contemplated in
these Articles.

32.3. Any decision relating to any of the following matters shall require the consent of a BLACKSTONE Manager,

which consent may be given either in writing or, if properly minuted by a BLACKSTONE Manager at the appropriate
meeting of the Board convened to consider the relevant matter:

(a) the creation, allotment or issue of any shares or securities by the Company, or the grant of any right to require

the allotment or issue of any such shares or securities (other than the creation, allotment or issue of any shares or
securities pursuant to these Articles or any agreement between the Shareholders);

(b) (other than pursuant to these Articles and any agreement between the Shareholders) the increase, reduction,

repayment, purchase or re-purchase, sub-division, consolidation or other variation of the share capital of the Company,
or the reduction of the amount (if any) standing to the credit of any non-distributable reserve (including the share premium

24330

account or capital redemption reserve), except for (a) the specific purposes set out in the Articles or (b) as permitted
by the equivalent provisions under the Law of 1915 to sections 130(2) and 170(4) of the English Companies Act 1985;

(c) the amendment of any provision of the Articles;
(d) the making of any change in the nature of the business (immediately following 21 May 2007) of the Company, or

permitting the making of any change in the nature of the business (immediately following 21 May 2007) of any member
of the Group, or, in the case of a subsidiary undertaking acquired after 21 May 2007, the making of any change in the
nature of the business of that subsidiary undertaking (as at the date of such acquisition), which change (in each case) would
be material in the context of the Group as a whole;

(e) the passing of any resolution to wind up the Company, or the filing of any petition for the appointment of a liquidator,

or the making of an invitation to any person to appoint an administrative receiver or administrator or the taking of any
step (including but without limitation the service of any notice or filing of any document by the Company or any of its
Managers) under the equivalent provisions under the Law of 1915 to Schedule B1 of the English Insolvency Act 1986 to
place the Company in administration, or the presentation of any petition by the Company or any of its managers to the
court for an administration order under the equivalent provisions the Law of 1915 to Part II of the English Insolvency Act
1986;

(f) the declaration, making or payment of any dividend or other distribution to the holders of shares of the Company;
(g) the passing of any resolution to make any Partial Return of Capital;
(h) intentionally left blank;
(i) intentionally left blank;
(j) the agreement by the Company to any amendment to the Financing Documents (or the making of any requests by

any member of the Group for any consent, indulgence or waiver under the Financing Documents);

(k) the borrowing of any money by the Company other than pursuant to, or as permitted by, the Financing Documents;
(l) the creation, extension or variation of any guarantee by the Group, save as: (a) implied by law; (b) made in the

normal course of the supply of goods and services by the Group; (c) required pursuant to the Financing Documents; or
(d) is made in connection with any capital expenditure or acquisition or disposal of assets that has been specifically
provided for in the budget or the business plan or for which consent has been obtained under articles 23.10(a) or 23.10
(c) and is permitted by the Financing Documents;

(m) the creation, extension or variation of any mortgage or charge by any member of the Group (otherwise than in

accordance with the Financing Documents or any document to be entered into pursuant to the Financing Documents or
any security created pursuant to them);

(n) a Majority Sale or Listing;
(o) any sale or acquisition of any interest in any securities listed on or dealt in on a recognised investment exchange;
(p) any decision of the Board to serve a Compulsory Transfer Notice;
(q) the undertaking or entering into of any transaction by the Company (other than pursuant to these Articles) which,

if the Company were admitted to the Official List of the UK Listing Authority and to trading on the LSE's market for
listed securities, would constitute a transaction falling within Class 1 or 2 (as defined from time to time in the Listing
Rules) save that the calculation resulting from the consideration to market capitalisation ratio shall not apply.

F. Financial year - Annual accounts - Distribution of profits

Art. 33. The Company's financial year commences on the first of January and ends on the thirty-first of December.

Art. 34. Each year on the thirty-first of December, the accounts are closed and the Managers prepare an inventory

including an indication of the value of the Company's assets and liabilities. Each Shareholder may inspect the above
inventory and balance sheet at the Company's registered office.

Art. 35. Five per cent (5%) of the net profits are set aside for the establishment of a statutory reserve, until such

reserve amounts to ten per cent (10%) of the share capital. The balance may be freely used by the Shareholders.

The Shareholders may decide to pay interim dividends on the basis of a statement of accounts prepared by the manager

or the Board showing that sufficient funds are available for distribution, it being understood that the amount to be
distributed may not exceed realized profits since the end of the last fiscal year, increased by carried forward profits and
distributable reserves, but decreased by carried forward losses and sums to be allocated to a reserve to be established
by law or by these articles of incorporation.

Dividends in respect of Shares shall be allocated to Shareholders according to the following allocation scheme:
(a) a percentage of the aggregate amount available for distribution equal to the percentage of all the Shares in issue

represented by the B Ordinary Shares shall be allocated to the holders of the B Ordinary Shares and split between them
in the following proportions:

The holders of B1 Ordinary Shares, B2 Ordinary Shares, B3 Ordinary Shares and B4 Ordinary Shares shall be granted

a right to receive, pro rata, a preferred dividend representing 0.25% of the aggregate amount available with respect to
such shareholders' B Ordinary Shares. After the payment of any such preferred dividends, all remaining income available

24331

for allocation to the holders of B Ordinary Shares in the Company, if any, shall be paid to the holders of B5 Ordinary
Shares;

Should the B5 Ordinary Shares have all been cancelled following their redemption, repurchase or otherwise at the

time of the allocation, the holders of B4 Ordinary Shares shall be entitled to receive all remaining income available for
allocation to the holders of B Ordinary Shares, if any, after the pro rata payment of any preferred dividends to the holders
of B1 Ordinary Shares, B2 Ordinary Shares and B3 Ordinary Shares;

Should the B5 Ordinary Shares and B4 Ordinary Shares have all been cancelled following their redemption, repurchase

or otherwise at the time of the allocation, the holders of B3 Ordinary Shares shall be entitled to receive all remaining
income available for allocation to the holders of B Ordinary Shares, if any, after the pro rata payment of any preferred
dividends to the holders of B1 Ordinary Shares and B2 Ordinary Shares;

Should the B5 Ordinary Shares, B4 Ordinary Shares and B3 Ordinary Shares have all been cancelled following their

redemption, repurchase or otherwise at the time of the allocation, the holders of B2 Ordinary Shares shall be entitled
to receive all remaining income available for allocation to the holders of B Ordinary Shares, if any, after the pro rata
payment of any preferred dividends to the holders of B1 Ordinary Shares; and

Should the B5 Ordinary Shares, B4 Ordinary Shares, B3 Ordinary Shares and B2 Ordinary Shares all have been cancelled

following their redemption, repurchase or otherwise at the time of the allocation, the holders of B1 Ordinary Shares
shall be entitled to receive all remaining income available for allocation to the holders of B Ordinary Shares, if any.

(b) the remainder shall be allocated to the holders of the A Ordinary Shares and split between them in the following

proportions:

The holders of A1 Ordinary Shares, A2 Ordinary Shares, A3 Ordinary Shares and A4 Ordinary Shares shall be granted

a right to receive, pro rata, a preferred dividend representing 0.25% of the aggregate amount available with respect to
such shareholders' A Ordinary Shares. After the payment of any such preferred dividends, all remaining income available
for allocation to the holders of A Ordinary Shares in the Company, if any, shall be paid to the holders of A5 Ordinary
Shares;

Should the A5 Ordinary Shares have all been cancelled following their redemption, repurchase or otherwise at the

time of the allocation, the holders of A4 Ordinary Shares shall be entitled to receive all remaining income available for
allocation to the holders of A Ordinary Shares, if any, after the pro rata payment of any preferred dividends to the holders
of A1 Ordinary Shares, A2 Ordinary Shares and A3 Ordinary Shares;

Should the A5 Ordinary Shares and A4 Ordinary Shares have all been cancelled following their redemption, repurchase

or otherwise at the time of the allocation, the holders of A3 Ordinary Shares shall be entitled to receive all remaining
income available for allocation to the holders of A Ordinary Shares, if any, after the pro rata payment of any preferred
dividends to the holders of A1 Ordinary Shares and A2 Ordinary Shares;

Should the A5 Ordinary Shares, A4 Ordinary Shares and A3 Ordinary Shares have all been cancelled following their

redemption, repurchase or otherwise at the time of the allocation, the holders of A2 Ordinary Shares shall be entitled
to receive all remaining income available for allocation to the holders of A Ordinary Shares, if any, after the pro rata
payment of any preferred dividends to the holders of A1 Ordinary Shares; and

Should the A5 Ordinary Shares, A4 Ordinary Shares, A3 Ordinary Shares and A2 Ordinary Shares all have been

cancelled following their redemption, repurchase or otherwise at the time of the allocation, the holders of A1 Ordinary
Shares shall be entitled to receive all remaining income available for allocation to the holders of A Ordinary Shares, if any.

G. Dissolution - Liquidation

Art. 36. In the event of a dissolution of the Company, the Company shall be liquidated by one or more liquidators,

which do not need to be Shareholders, and which are appointed by the general meeting of Shareholders which will
determine their powers and fees. Unless otherwise provided, the liquidators shall have the most extensive powers for
the realisation of the assets and payment of the liabilities of the Company.

Art. 37. On a return of capital on liquidation, reduction of capital or otherwise, the surplus assets of the Company

remaining after payment of its liabilities (including the PECs) shall be distributed amongst the holders of the Ordinary
Shares in the proportions set forth in article 35.

Art. 37A. The Shareholders may at any time (subject to the necessary consent of BLACKSTONE and subject to the

relevant provisions of Luxembourg law) resolve upon the liquidation, buyback or other capital reduction of all the Shares
representing one or more classes of Ordinary Shares (a "Partial Return of Capital") save that a return of capital through
the liquidation, buyback or other capital reduction of one class of A Ordinary Shares may only be effected if at the same
time one class of B Ordinary Shares is also liquidated, bought back or otherwise reduced and vice versa. Where a Partial
Return of Capital would result in no Shares remaining in issue, the provisions of article 37 shall apply. On a Partial Return
of Capital the surplus assets of the Company remaining after payment of its liabilities (including the PECs) shall be distri-
buted amongst the holders of Ordinary Shares in the proportions set forth in article 35.

Art. 38. Ratchet.
38.1. On the Exit Date, immediately prior to the occurrence of the relevant Exit (as appropriate), a number of B

Ordinary Shares (divided equally between all the classes of B Ordinary Shares in issue at the time) shall be repurchased

24332

by the Company at their nominal value, pro rata in respect of the holding of each B Ordinary Shareholder, rounded up
as necessary to the nearest whole B Ordinary Shares and/or (as appropriate) a number of A Ordinary Shares (divided
equally between all the classes of A Ordinary Shares in issue at the time) shall be repurchased at their nominal value, pro
rata in respect of the holding of each A Ordinary Shareholder, rounded up as necessary to the nearest whole A Ordinary
Share, as shall be determined in accordance with the principles set out in this article 38.

38.2. The "Ratchet Conditions" are satisfied where:
(a) the IRR is greater than 22 1/2 per cent; and
(b) the Subscribers have together received and/or are entitled to receive Cash Receipts equal to at least 2 1/2 times

all Subscribers' Cash Payments.

38.3. The total number and class of Ordinary Shares to be repurchased shall be such that, following such conversion,

the percentage of the Ratchet Share Capital represented by the B Ordinary Shares shall be determined as follows:

(a) first, establish the required value of the Ratchet Share Capital on the Exit Date ("X") such that, when allocated A

% to the B Ordinary Shares (in aggregate) and the rest to the other Shares (in aggregate) comprised in the Ratchet Share
Capital, is the lowest value that meets both the Ratchet Conditions;

(b) if the proportionate amount of the Equity Capitalisation attributable to the Ratchet Share Capital ("M") is less than

X then M shall be notionally allocated in the proportion A% to the B Ordinary Shares (in aggregate) and the rest to the
other Shares (in aggregate) comprised in the Ratchet Share Capital;

aggregate) and the rest to the other Shares (in aggregate) comprised in the Ratchet Share Capital. The excess of M over
X shall be notionally allocated in the proportions 75% to the B Ordinary Shares (in aggregate) and 25% to the other
Shares (in aggregate) comprised in the Ratchet Share Capital;

(d) the notional allocations in articles 38.3(b) or 38.3(c) (as appropriate) shall be made and the proportion which the

aggregate of such allocations to the B Ordinary Shares bears to M shall be the proportion of the Ratchet Share Capital
to be represented by B Ordinary Shares following the repurchase by the Company of Ordinary Shares pursuant to article
38.1, provided that this proportion shall not exceed B%.

38.4. For the purpose of article 38.3 and 38.4A, "A" shall equal 9.5 and "B" shall equal 12.8.
38.4A If one or more Early Distributions have been made prior to the Exit Date, then article 38.3 will not apply and

instead the total number and class of Ordinary Shares to be repurchased shall be such that, following such conversion,
the percentage of the Ratchet Share Capital represented by the B Ordinary Shares shall be determined as follows:

(a) first, establish the required value of the Ratchet Share Capital on the Exit Date which when added together with

the cash amount of the Early Distributions on the A Ordinary Shares and B Ordinary Shares (together "X") such that,
when allocated A% to the B Ordinary Shares (in aggregate) and the rest to the other Shares (in aggregate) comprised in
the Ratchet Share Capital, is the lowest value that meets both the Ratchet Conditions;

(b) if the proportionate amount of the Equity Capitalisation attributable to the Ratchet Share Capital plus the cash

amount of the Early Distributions on the A Ordinary Shares and B Ordinary Shares (together "M") is less than X, then
M shall be notionally allocated in the proportion A% to the B Ordinary Shares (in aggregate) and the rest to the other
Shares (in aggregate) comprised in the Ratchet Share Capital;

(d) the amount of the Equity Capitalisation attributable to the B Ordinary Shares comprised in the Ratchet Share

Capital will be the amount notionally allocated to them under 38.4A(b) or (c) less the cash amount of the Early Distri-
butions made in respect of the B Ordinary Shares provided that the proportion of M allocated to the B Ordinary Shares
cannot exceed B%. The amount of the Equity Capitalisation attributable to the A Ordinary Shares comprised in the Ratchet
Share Capital will be the amount notionally allocated to them under 38.4A(b) or (c) (subject as provided in the previous
sentence) less the cash amount of the Early Distributions made to those A Ordinary Shares.

38.5. If the holders of a majority in nominal value of the A Ordinary Shares and the holders of a majority in nominal

value of the B Ordinary Shares cannot agree the amount of the repurchase under article 38.3 prior to the repurchase
under article 38.1, immediately prior to the repurchase pursuant to article 38.1 the Company shall require the Independent
Expert to prepare a report setting out the aggregate number of Ordinary Shares to be repurchased and the number of
Ordinary Shares to be held by each Ordinary Shareholder following such conversion based on the provisions of articles
38.1 to 38.4A (inclusive). Such report shall be delivered to the Manager and each Shareholder as soon as reasonably
practicable prior to the meeting of the Company at which the share capital of the Company is reorganised prior the
approval of the Exit (the "Final Meeting"). If it is not possible to produce a final report at that time the Independent Expert
shall produce a draft report containing estimates prior to the Final Meeting and a final report as soon as practicable
thereafter.

38.6. The certificates for the Shares falling to be converted, if any, shall be deemed invalid for all purposes and the

relevant holders shall be bound to deliver the same to the Company for cancellation.

24333

38.7. Repurchase of Ordinary Shares in accordance with article 38.1 shall be deemed to confer an irrevocable authority

on the Company at any time thereafter to repurchase the same at their nominal value, without any requirement to obtain
the consent or sanction of the holders and, for the purposes of such purchase, to appoint a person to execute (on behalf
of the Shareholders) a contract for the sale to the Company of any Shares held by any such holders.

38.8. The rights attaching to the B Ordinary Shares set out in this article 38 shall not be varied or abrogated by the

Shareholders or the Company without the prior consent or sanction of the holders of more than (three quarters) in
nominal value of the issued B Ordinary Shares.

Art. 39. KIRKBI and DIC group's rights.
39.1. Notwithstanding any other provision of these Articles, the rights of KIRKBI under:
(a) article 20.2 (nomination of KIRKBI Manager) shall cease if KIRKBI's Actual Equity Percentage is less than 5% and

KIRKBI's Adjusted Equity Percentage is less than 15%;

(b) article 40 (Exit) shall cease if KIRKBI's Actual Equity Percentage is less than 5% and KIRKBI's Adjusted Equity

Percentage is less than 15%; and

(c) article 23.6 (Board observer) shall cease if KIRKBI's Actual Equity Percentage is less than 5%.
39.2. As long as KIRKBI and/or its Associates hold at least half of the number of Shares held by KIRKBI at adoption of

these Articles (but not counting in the number of Shares held by KIRKBI at adoption of these Articles any Shares which
have been transferred by it pursuant to Article 13), in the event that the Licensee terminates any agreement under which
it is licensed to operate Legoland Venues, KIRKBI shall have the option (the "KIRKBI Option") exercisable by written
notice given to the Company and BLACKSTONE within 30 days after such termination to require the Company to
purchase all of the Shares held by the KIRKBI Shareholders for cash at the Fair Drag Value as agreed between BLACKS-
TONE and KIRKBI or, in the absence of agreement within 10 Business Days after exercise of the KIRKBI Option, as
determined by an Independent Expert in accordance with article 13.4 mutatis mutandis. Completion of the KIRKBI Option
shall occur within 10 Business Days after the agreement or determination of the Fair Drag Value of the Shares held by
the KIRKBI Shareholders. Completion of the KIRKBI Option shall be subject to (i) the consent of each lender to the
Group and (ii) the purchase complying with Luxembourg law. BLACKSTONE undertakes to use its reasonable endeavours
to obtain any such lender consent and to exercise its rights as Shareholder to procure, so far as it is reasonably able to
do so, that all resolutions of the Company required to permit the KIRKBI Option to be completed once exercised are
passed. If, on exercise of the KIRKBI Option, the purchase of the Shares held by the KIRKBI Shareholders for cash as
contemplated by this article is not permitted by Luxembourg law or any lender to the Group, the consideration payable
by Company for Shares held by the KIRKBI Shareholders shall (if permitted by Luxembourg law and each lender to the
Group) instead be satisfied by the issue by the Company to KIRKBI of loan notes with an aggregate nominal value equal
to the Fair Drag Value of the Shares held by the KIRKBI Shareholders and an interest coupon being equal to the higher
of 8%, EURIBOR plus 5.84% and the interest on any PECs, loan notes or other Debt Securities held by any BLACKSTONE
Shareholder, and on terms that such loan notes shall be redeemed (together with any interest accrued thereon) as soon
as permitted by Luxembourg law and each lender to the Group.

39.3. Deliberately left blank.

Art. 40. Exit.
40.1. Subject to article 39, KIRKBI may, at any time following the Exit Target Date (but not more than once in any

calendar year), serve a notice on BLACKSTONE and the Company (an "Exit Notice") stating that it wishes to transfer
its Shares by way of a Listing.

40.2. On receiving an Exit Notice the Company must forthwith instruct the corporate finance group of an investment

bank of international standing which provides equity underwriting services in the United Kingdom (the "Investment Bank")
to:

(a) conduct and present to the Board a preliminary equity valuation of the Company (or a potential Ultimate Holding

Company) on a Listing being completed (the "Listing Valuation Report") including, if appropriate, a valuation of the Com-
pany following a restructuring of the capital (including the debt) of the Group;

(b) determine the "Fair Listing Value", which shall be the value of a Share as at the date of the Listing Valuation Report

(the "Relevant Date"), determined in accordance with the principles set out below:

40.3. The Investment Bank shall deliver a draft of the Listing Valuation Report and determination of the Fair Listing

Value to BLACKSTONE, KIRKBI, the DIC Group, the DIC Co-Investors and the Board within twenty-five (25) Business
Days of being instructed pursuant to article 40.2, and will give each of them a reasonable opportunity to comment on
the basis and assumptions on which it has been prepared before it is finalised. The Investment Bank will deliver its final
Listing Valuation Report and determination of the Fair Listing Value to the Board, BLACKSTONE, KIRKBI, the DIC Group
and the DIC Co-Investors within thirty-five (35) Business Days of being instructed pursuant to article 40.2.

40.4. On or before the day 30 Business Days after the day on which the final Listing Valuation Report is delivered to

the Board, BLACKSTONE may elect (by giving notice to the Board, the DIC Group, the DIC Co-Investors and KIRKBI)
either:

(a) to purchase all the Shares held by the KIRKBI Shareholders (the "Subject Shares") (the "BLACKSTONE Option")

24334

(b) to require the Company to purchase all the Shares held by the KIRKBI Shareholders (the "Company Option"),

subject to article 40.6.

40.5. The price at which the Subject Shares are acquired will be the price agreed between BLACKSTONE and KIRKBI

or, if BLACKSTONE and KIRKBI are unable to agree a price for all the Subject Shares before the exercise of the
BLACKSTONE Option or the Company Option (as applicable), the Fair Listing Value of the Subject Shares.

40.5a. In determining the Fair Listing Value:
(a) the Investment Bank shall act as an expert and not an arbitrator and its determination of the Fair Listing Value shall

be final, in the absence of manifest error;

(b) the Investment Bank shall be permitted to conduct due diligence (including a review of the business and financial

information, business plan and discussions with the Company's shareholders and key management) of the past and current
operations, financial conditions and positioning within the industry, strategic guidelines and prospects of the Group,
including any plans approved by the Board;

(c) the Investment Bank will confine itself to the strategic plans approved by the Board as at the Relevant Date. It will

not take into consideration any potential strategic initiatives or material deviations from any business plan not approved
by the Board and will consider projections only to the extent they have been prepared to the standards that would be
required in any prospectus published in the United Kingdom.

40.5b. the Investment Bank will perform a series of analyses of:
(a) the net asset value of the Company;
(b) the financial projections for the Group prepared to a standard which would be required in a prospectus in the

United Kingdom;

(c) market trading multiples of comparable businesses; and
(d) the market discount appropriate to reflect the fact that markets typically require a discount on a Listing in order

to compensate investors for the risk of buying shares with no price history.

40.5c. The Investment Bank shall:
(a) assume a fully underwritten Listing and a fully subscribed issue of that proportion of the equity in the Company:

(i) most likely to maximise the price of the Shares on a Listing; and (ii) required to retire sufficient of the Group's debt
to satisfy investors as to the viability without further share issues of the Company as a stand alone group;

(b) if the Company is then carrying on business as a going concern, assume that it will continue to do so;
(c) assume that the Subject Shares are capable of being transferred without restriction;
(d) attach no reduced or additional value to any holding of Shares by virtue of the holding comprising or after purchase

conferring a majority or minority of the total issued share capital of the Company;

40.5d. The Investment Bank shall also:
(a) deduct any discount which would be expected to apply upon a Listing, and any fees or commissions to be allowed

to underwriters (assuming a competitive selection process for awarding the mandate) with regard to the methodology
for marketing and placing the Shares deemed most appropriate by the Investment Bank, and other offering expenses
(roadshow, legal, PR, printing etc.); and

(b) take account of the results of the analyses described in article 40.5B.
40.6. Completion of the BLACKSTONE Option or the Company Option shall occur within 20 Business Days after

the exercise of the option. If the BLACKSTONE Option is exercised then payment for the Shares is to be made in cash
to the order of KIRKBI. If the Company Option is exercised then payment in cash to KIRKBI shall be made subject to:
(i) the consent of each lender to the Group; and (ii) the purchase complying with Luxembourg law. BLACKSTONE
undertakes to use its reasonable endeavours to obtain any such lender consent and to exercise its rights as Shareholder
to procure, so far as it is reasonably able to do so, that all resolutions of the Company required to permit the Company
Option to be completed and payment made to KIRKBI in cash once exercised are passed.

40.8. If, on exercise of the Company Option, the purchase of Company Shares for cash as contemplated by this article

40 is not permitted by Luxembourg law or any lender to the Group, the consideration payable by Company for the
Subject Shares shall (if permitted by Luxembourg law and each lender to the Group) instead be satisfied by the issue by
the Company to KIRKBI of loan notes with an aggregate nominal value equal to the Fair Listing Value of the Subject Shares
and an interest coupon being equal to the higher of 8%, EURIBOR plus 5.84% and the interest on any PECs, loan notes
or other Debt Securities held by BLACKSTONE and on terms that such PECs shall be redeemed (together with any
interest accrued thereon) as soon as permitted by Luxembourg law and each lender to the Group.

Art. 41. The death, suspension of civil rights, bankruptcy or insolvency of one of the shareholders will not cause the

dissolution of the Company.

Art. 42. Neither creditors, nor assigns, nor heirs may for any reason affix seals on assets or documents of the Company.

Art. 43. All matters not governed by these articles of incorporation shall be determined in accordance with the Law

of 1915 concerning commercial companies and amendments thereto.

24335

Art. 44. Limited liability.
44.1 Notwithstanding anything that may be expressed or implied in these Articles, with regard to BLACKSTONE, no

person or entity, other than the specific BLACKSTONE entities that are Shareholders from time to time (collectively,
the "BLACKSTONE Shareholders"), shall have any obligations under these Articles and, notwithstanding that the
BLACKSTONE Shareholders may be limited partnerships, no recourse shall be had against, and no personal liability
whatsoever shall attach to, be imposed on or otherwise be incurred by, any current or future director, officer, employee
or agent of any BLACKSTONE Shareholder or against any current or future limited partner, member or shareholder of
any BLACKSTONE Shareholder (or any current or future general partner of any BLACKSTONE Shareholder which is a
partnership which has a separate legal identity from its partners) or any current or future director, officer, employee,
agent, limited partner, member, affiliate (other than the BLACKSTONE Shareholders) or assignee of any such general or
limited partner, member or shareholder, whether by the enforcement of any assessment or by any legal of equitable
proceeding, or by virtue of any statute, regulation or other applicable law, for any obligations of BLACKSTONE under
these Articles or for any claim based on, in respect of or by reason of such obligations or their creation.

44.2 Notwithstanding anything that may be expressed or implied in these Articles, with regard to any KIRKBI Share-

holder, for as long as it holds Shares, no person or entity, other than the KIRKBI Shareholders shall have any obligations
under these Articles in respect of such Shares, no recourse shall be had against, and no personal liability whatsoever shall
attach to, be imposed on or otherwise be incurred by, any current or future director, officer, employee or agent of any
KIRKBI Shareholder or against any current or future limited partner, member or shareholder of any KIRKBI Shareholder
(or any current or future general partner of any KIRKBI Shareholder which is a partnership which has a separate legal
identity from its partners) or any current or future director, officer, employee, agent, limited partner, member, affiliate
(other than the KIRKBI Shareholders) or assignee of any such general or limited partner, member or shareholder, whether
by the enforcement of any assessment or by any legal of equitable proceeding, or by virtue of any statute, regulation or
other applicable law, for any obligations of KIRKBI under these Articles or for any claim based on, in respect of or by
reason of such obligations or their creation.

44.3 Notwithstanding anything that may be expressed or implied in these Articles, with regard to the DIC Group and

the DIC Co-Investors, no person or entity, other than the specific DIC Group or DIC Co-Investors entities that are
Shareholders from time to time (collectively, the "DIC Fund Shareholders"), shall have any obligations under these Articles
and, notwithstanding that the DIC Fund Shareholders may be limited partnerships, no recourse shall be had against, and
no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by, any current or future director,
officer, employee or agent of any DIC Fund Shareholder or against any current or future limited partner, member or
shareholder of any DIC Fund Shareholder (or any current or future general partner of any DIC Fund Shareholder which
is a partnership which has a separate legal identity from its partners) or any current or future director, officer, employee,
agent, limited partner, member, affiliate (other than the DIC Fund Shareholders) or assignee of any such general or limited
partner, member or shareholder, whether by the enforcement of any assessment or by any legal of equitable proceeding,
or by virtue of any statute, regulation or other applicable law, for any obligations of the DIC Group or the DIC Co-
Investors under these Articles or for any claim based on, in respect of or by reason of such obligations or their creation."

Expenses

The expenses, costs, remunerations or charges in any form whatsoever which are to be borne by the Company or

which shall be charged to it in connection with the present deed, are estimated at five thousand Euros.

There being no further business, the meeting is closed.

Whereof, the present deed is drawn up in Luxembourg, on the day stated at the beginning of this document.
The undersigned notary who speaks and understands English, states herewith that upon request of the appearing

persons, the present deed is worded in English, followed by a French version; upon request of the appearing persons and
in case of divergences between the English and the French text, the English version will be prevailing.

The document having been read to the persons appearing known to the notary by their name, first name, civil status

and residence, these persons signed together with the notary the present deed.

Suit la traduction française de ce qui précède:

(N.B. Pour des raisons techniques, ladite version française est publiée au Mémorial C-N° 508 du 9 mars 2010.)

Signé: F. GIBERT, V. LEPAGE, J. ELVINGER.
Enregistré à Luxembourg A.C. le 11 janvier 2010. Relation: LAC/2010/1528. Reçu soixante-quinze euros (75.- €)

Le Receveur ff. (signé): Carole FRISING.

POUR EXPEDITION CONFORME, délivrée aux fins de publication au Mémorial C, Recueil Spécial des Sociétés et

Associations.

Luxembourg, le 22 JAN. 2010.

Joseph ELVINGER.

Référence de publication: 2010019848/1752.
(100015123) Déposé au registre de commerce et des sociétés de Luxembourg, le 29 janvier 2010.

Editeur:

Service Central de Législation, 43, boulevard F.-D. Roosevelt, L-2450 Luxembourg

Imprimeur: Association momentanée Imprimerie Centrale / Victor Buck

24336

Document Outline

2sales International S.A.

Aalia S.A.

Accentus S.à r.l.

AMS Systems PSF S.A.

Apple (Lux) Liegenschaften S.à r.l.

CAP Gamma S.A.

CPI Atlantis Property Trader S.à r.l.

CPI I&G Nailsea S.à r.l.

Difrach (Luxembourg) S.A.

ENB Topco 1 S.àr.l.

Finance Plus S.A.

GentleSecurity, S. à r.l.

Gestions Immobilières S.A.

Ghumte S.à r.l.

Heli-Europe S.A.

H.S.F.L. PAR S.A.

Ideefiks S.A.

In Globo Consult S.A.

Lancaster Properties

Laxmi, s.à r.l.

Lukyinvest, S.A.

LuxCo 108 S.à r.l.

Mangrove II Investments Sàrl

Merlin Entertainments Group Luxembourg S.à r.l.

Peinture Paul Theis S.A.

Prodesse Sàrl

Property Finance France S.A.

Qalander S.A.

Reali S.à r.l.

Sheffield S.A.

Sogelife Investment Fund

Sol Invictus S. à r.l.

Sopex International S.A.

Stark VCI S.à r.l.

Thovi Finance S.A.

Top Auto S.à r.l.

Top Pro Sport Investment S.A.

Vintage Capital S.A.

V'JET S.à r.l.

Yati Sàrl