**Exhibit 4.5**

 

 

***[The following exhibit is a translation for informationpurposes only of one of the amendments to CDC Walt Disney Studios Park Loanssigned on November 18, 2002. As these amendments include the same terms andprovisions for each of the four CDC Walt Disney Studios Park Loans, we haveprovided only the amendments for Tranche A as a model.]***

 

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## ***Translationfor information purpose only***

 

 

 

**AMENDMENT**

 

**TO THE TRANCHE A**

 

**LOAN AGREEMENT**

 

 

Dated 30September 1999

 

 

 

Between

 

 

 

**EURO DISNEY S.C.A.**

 

TheBorrower

 

 

 

and

 

 

 

**LA CAISSE DES DEPOTS ETCONSIGNATIONS**

 

TheLender

 

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CONTENTS

 

 
| ARTICLE 1. | Definitions                                                                |
|------------|----------------------------------------------------------------------------|
|       |                                                                       |
| ARTICLE 2. | Amendment of Article (xi)  (subordination) of the Tranche A Loan Agreement |
|       |                                                                       |
| ARTICLE 3. | Effective Global Rate                                                      |
|       |                                                                       |
| ARTICLE 4. | General Provisions                                                         |
|       |                                                                       |
| ARTICLE 5. | Effective Date                                                             |
|       |                                                                       |
| ARTICLE 6. | Applicable Law and  Jurisdiction                                           |

 

 

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### **AMENDMENT TO THE TRANCHE A LOAN AGREEMENT**

 

 

Between :

 

**1.****              EuroDisney S.C.A.,**a French partnership limited byshares*(société en commandite par actions)*having its registered office at Immeubles Administratifs, Route Nationale 34,Chessy, Seine-et-Marne, represented by its Management company, Euro DisneyS.A., itself represented by [XX],

 

*(hereafter referred to as the “**Borrowe**r”)*

 

ON THE ONEHAND 

 

And :

 

 

**2.****             **La**Caisse des Depôts et Consignations,** a public entity withspecial legal status, having its registered office at 56 Rue de Lille, 75007Paris, represented by [XX],

 

*(hereafter referred to as the “**CDC**”)*

 

ON THEOTHER HAND

 

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**RECITALS :**

 

 

(A)                    Pursuant to a loan agreement dated 30 September 1999 entered into byand between Euro Disney S.C.A. as the Borrower and CDC (the “**Tranche ALoan Agreement**”), CDC made available a loan to the Borrower ofseventy-six million two hundred and twenty-four thousand four hundred euros (€76,224,400) (the “**Loan**”) to be used to finance part of theSecond Theme Park.

 

(B)                      By letter dated December 21, 2001, the Borrower informed CDC that ithad Insufficient Available Cash, in accordance with article 2.3.2 of theSubordination Agreement.

 

(C)                      Following said notice and the resulting deferral of the interest duedate in accordance with subsection 11.02 (ii) of the Tranche A Loan Agreement,the Borrower and CDC have agreed to amend some of the financial terms andconditions applicable to the Loan and relating to interest owed by theBorrower, payment of which has been deferred.

 

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**NOW, THEREFORE, IT IS AGREED AS FOLLOWS :**

 

 

# **ARTICLE 1**.          DEFINITIONS

 

1.1         The terms and expressions defined in the Tranche A Loan Agreementand used in this contractual amendment shall have the meaning ascribed to them inthe Tranche A Loan Agreement.

 

1.2         In addition, the Borrower and CDC agree that article I (Definitions)of the Tranche A Loan Agreement shall be supplemented with the followingdefinitions : “**Reference Banks**”, “**Euribor**”, “**Business Day**”, “**Target Day**”and “**InterestPeriod**”.

 

“**ReferenceBanks**”*means the main Paris branches of Deustche Bank AG, BNP Paribas, CréditLyonnais and Société Générale.*

 

*“**Euribo**r” means, for each Interest Periodunder the Loan, the annual Euro inter-bank offered rate listed under theauspices of the European Union Banking Federation and published on Teleratepage 248 at approximately 11 a.m. (Brussels time) two (2) Target Days beforethe first day of said Interest Period (or, if this date is not a Business day,the nearest Business Day at least two (2) Target Days before the first day ofsaid Interest Period) at which euro inter-bank deposits are offered betweenleading banks within the Euro Zone for a period corresponding to the durationof said Interest Period.*

 

*If the rate is not published on Telerate, it shall be replaced by arate calculated by CDC corresponding to the average (rounded up, whereapplicable, to the nearest sixteenth percent) of the annual rates communicatedto CDC by the Reference Banks at approximately 3 p.m. (Brussels time) two (2)Target Days before the first day of the Interest Period in question (or, ifthis date is not a Business Day, the nearest Business Day at least two (2)Target Days before the first day of said Interest Period) at which eurointer-bank deposits are offered by the Reference Banks to leading banks withinthe Euro Zone for a period corresponding to the duration of the Interest Periodin question, from the first day of said Interest Period and for a similaramount to the amount to be financed. It is understood that if a Reference Bankfails to communicate rate to CDC, the rates shall be calculated by CDC in themanner described in this paragraph on the basis of the rates communicated by atleast two other Reference Banks. In the event none of the Reference Bankscommunicate rates to CDC, or if only one Reference Bank does so, the interestrate for the Interest Period in question shall be CDC’s costs of refinancing onthe interbank market for the sums to which Euribor is to be applied.*

 

“**Business Day**”*means anyday (other than Saturday or Sundays) on which banks in Paris are open forbusiness for the entire day, and which is a Target Day.*

 

“**Target Day**”*means theday on which the Target system (Trans-European Automated Real-Time CrossSettlement Express Transfer System) is open.*

 

“**InterestPeriod**”*means, for the calculation of interest pursuant to article 11.04, athree (3) month interest period, on the understanding that the first day ofeach Interest Period shall fall on 1st January, 1stApril, 1st July and 1st October of each year.*

 

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**ARTICLE 2****                                        AMENDMENT OF ARTICLE (XI) (Subordination) OF THE TRANCHE A LOANAGREEMENT**

 

The Borrowerand CDC agree to replace the existing article 11.04 with the following article:

 

*“**11.04**. Interest rate to be applied in theevent of deferral of payment*

 

*In the event any sum whatsoever that may be owed toCDC under the Loan (other than any interest accrued on a sum whose due date hasbeen deferred in accordance with article 11.02) is not paid on its normal duedate, and said due date is rescheduled pursuant to article 11.02 above,interest shall accrue on said sum until its actual date of payment at the rate“Tj” defined for each Interest Period in question as follows:*

 
|   | *Tj =* |                    | *[the highest of the following two  rates :* |
|--------|--------|-------------------------|----------------------------------------------|
|   |   |                    | *(i)*                                        |   | *Euribor for the Interest Period in  question plus two percent (2%) per annum ; or* |
|   |   |                    | *(ii)*                                       |   | *5.15% per annum]* |
|   |   | *+*                     |                                         |   |   |
|   |   | *[a x 0.30% per annum]* |

 

*when “a” is a number of whole years lapsed between the date of deferraland the first day of each Interest Period in question (inclusive).*

 

*Interest at Euribor plus the additional percentageshall be calculated for the exact number of days payment is deferred during theInterest Period in question, on the basis of a 360-day year.*

 

*The first Interest Period shall start on the dayafter the date of deferral of payment of the sums that have fallen due and forwhich payment is deferred pursuant to article 11.02 above, and all subsequentInterest Periods shall start at the end of the previous Interest Period.”*

 

 

# **ARTICLE 3.**          EFFECTIVE GLOBALRATE

 

The Borroweraccepts that because the exact date of payment of those sums whose payment isdeferred in accordance with article 11.02 cannot be established, the effectiveglobal rate (taux effectif global) cannot be calculated for said sums. However,earlier today CDC delivered a letter to the Borrower setting out the effectiveglobal rate applicable to said sums, calculated on the basis of variousassumptions. Said letter forms an integral part of this contractual amendment.

 

 

# **ARTICLE 4**.          GENERALPROVISIONS

 

**4.1**                     The provisions of this contractual amendment shall take precedenceover any provision of the Tranche A Loan Agreement, including any conflictingprovision.

 

**4.2**                     All other provisions of the Tranche A Loan Agreement that have notbeen modified by this contractual amendment shall remain in full effect.

 

 

**ARTICLE 5****.          EFFECTIVERATE**

 

The parties tothis contractual agreement agree that it shall enter into effect retroactively,from 31 December 2001.

 

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**ARTICLE 6****.          APPLICABLELAW AND JURISDICTION**

 

6.1                       This amendment shall be governed by French law asregards its interpretation and performance.

 

6.2                       Any dispute arising in connection with this amendmentor its interpretation shall be referred to the proper courts located within thedistrict of the Paris Appeal Court*(Courd’Appel de Paris),* and they shall have exclusive jurisdiction.

 

 

Executed inParis, on November 18, 2002

In threeoriginals

 

 

**Euro Disney S.C.A.**

Represented byEuro Disney, its Management company

Represented byMr Serge Naïm

 

 

# **La Caisse des Dépôts et Consignations**

Represented byMr Jacques Ollivier

 

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