**Exhibit 4.1**

** **

*Translation for information purpose only*

 

*[EURO DISNEY SCA LETTERHEAD]*

 

Chessy, September 30th , 2002

 

 
| **Re****:** |   | Euro Disneyland in France               |
|-------------|--------|-----------------------------------------|
|        |   | Common Agreement dated 10th August 1994 |
|        |   | (the “Common Agreement”)      |
|        |   | Request for derogation                  |

 

 
|   | **To****:**                                                          |   |                                                                                                                                        |
|--------|----------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                 |   |                                                                                                                                        |
|   | **1.**                                                               |   | **The  first voting group, composed of the Phase IA Banks**                                                                                 |
|   |                                                                 |   | represented by their Agent, BNP Paribas, for the  attention of Mrs. Martine Aubert                                                          |
|   |                                                                 |   |                                                                                                                                        |
|   | **2.**                                                               |   | **The  second voting group, composed of the Phase IA Partners**                                                                             |
|   |                                                                 |   |                                                                                                                                        |
|   |                                                                 |   | represented by their Agent, Credit Agricole  Indosuez, for the attention of Mrs. Alexandra Boleslawski                                      |
|   |                                                                 |   |                                                                                                                                        |
|   | **3.**                                                               |   | **The  third voting group, composed of the Phase IB Banks and Lenders**                                                                     |
|   |                                                                 |   |                                                                                                                                        |
|   |                                                                 |   | represented by their Agent, Credit Agricole  Indosuez, for the attention of Mrs. Alexandra Boleslawski                                      |
|   |                                                                 |   |                                                                                                                                        |
|   |                                                                 |   |                                                                                                                                        |
|   | **4.**                                                               |   | **The  fourth voting group, composed of the “Caisse des Dépôts et Consignations”  pursuant to the CDC Loan Agreements** |
|   |                                                                 |   | for the attention of Mr. Jacques Ollivier                                                                                                   |
|   |                                                                 |   |                                                                                                                                        |
|   | (hereinafter collectively referred to as the  “Creditors”) |
|   |                                                                 |   |                                                                                                                                        |

 

 

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Dear Madams and Sirs:

 

We refer to the Common Agreement and to the variousFinancing Contracts (as defined in the Common Agreement) to which you areparties.

 

# **1.             Definitions**

 

 

1.1.                             For the purposeshereof, the defined terms and expressions, identified by initial capitalletters, shall have the meanings ascribed to them in the Common Agreement, inthe Covenants (as hereinafter defined) or in any one of the FinancingContracts. In addition, the terms set out below shall be defined as follows:

###  

| **“Derogation”:** |   | means the derogation requested from the Creditors  pursuant to paragraph 2 herebelow (Request for Derogation).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-----------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **“Covenants”:**  |   | means the Covenants as amended following (i) the  consultation of Creditors of 25th September 1995 relating to the modification  of the Information Undertakings compliance periods; and (ii) the consultation  of Creditors of 6th September 1999 relating to the Walt Disney Studios.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **“EBITDA”  :**   |   | means Euro Disney SCA’s consolidated income before  lease and net financial charges, excluding depreciation and amortization, as  stated on Euro Disney SCA’s consolidated quarterly accounts, deducting  exceptional losses, if any ; the EBITDA for the first, second and third  quarters of fiscal year 2003 will be communicated to the Senior Debt Agents  for the implementation of paragraph 4.1 (b) herebelow in the form of the  budget set forth in the Information Memorandum and together with a  representation from Euro Disney SCA’s Accounting Director that it is true and  fair and complies with the accounting principles used for the determination  of the budget of the Euro Disney Group which was used as a basis for the  Reference EBITDA. In addition, Euro Disney SCA shall communicate to the  Senior Debt Agents, upon completion by Euro Disney SCA’s statutory auditors  of their review of the consolidated financial accounts of the Euro Disney  Group for the first semester of |

 

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|                                      |   | fiscal year 2003, a copy of the interim report  issued by the statutory auditors, which report shall contain a certification  of the EBITDA for the first and second quarters of fiscal year 2003.                                                                                                                                                                                                                                                                                                                                                        |
|-------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **“Reference  EBITDA” :**       |   | means, for each of the first, second and third  quarters of fiscal year 2003, the amount set forth in the Annex attached  hereto, provided however that this amount will be reduced by the amount  (within the limit of a total amount of 500,000 euros per quarter) of the  contribution to the consolidated EBITDA of the Euro Disney Group which was  generated in fiscal year 2002 from the assets, if any, having been the  subject of a Sale of Assets during fiscal year 2003, on a prorata basis from  the effective date of said Sale of Assets. |
|                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **“Information  Memorandum” :** |   | means the English language document dated September  27 2002 entitled “Information Memorandum” and attached hereto.                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **“Sale  of Assets” :**         |   | means any transaction relating to one or more assets  operated by the Euro Disney Group resulting in a reduction of the contribution  to the EBITDA of the Euro Disney Group.                                                                                                                                                                                                                                                                                                                                                                             |
|                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

 

1.2                                 References to Articles are references to articles ofthe Common Agreement or the Covenants, unless provided otherwise.

 

1.3                                 References to paragraphs are references to theparagraphs of this letter, unless provided otherwise

 

# **2.**                                      Request for Derogation

 

We request that youagree to consider for fiscal year ending 30th September 2002 that the requiredminimum ratio set forth in Section 2.(b) of the Covenants (Cumulative GrossOperating Profit Ratio) shall be 0.673 instead of 0.75.

 

 

**3.             Details of the Derogation**

 

3.1.                              In accordance with Article 3.2 of the CommonAgreement, the Agents are responsible for organizing the consultation of theCreditors and you have a period of twenty one (21) days from the date ofdispatch of the corresponding request by the Agents to send your reply to theAgent of the Financing Contract to which you are a party.

 

3.2.                              In the event that the Derogation is granted by atleast three of the four voting groups in accordance with the proceduresprovided for in the Common

 

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Agreement, theDerogation and the other provisions hereunder shall become effective on thedate on which the Agents acknowledge and confirm to the Coordinator and theCreditors the approval granted by the said voting groups.

 

 

**4.****                                     ****Commitments**

 

In consideration, and subject to the conditionprecedent of, the granting of the Derogation, Euro Disney SCA :

 

4.1                                 acting in its own name and in the name and on behalfof EDL Hotels, undertakes (this commitment being deemed to constitute acommitment under the Covenants and not limiting the existing covenants) toadjust the Security Deposits as follows :

 

(a)          on October 21, 2002, the total amount of the SecurityDeposits will be at least equal to the greatest of the following amounts :

 

(i)                                     the whole of the Debt Service for the six monthsending on March 31, 2003, excluding the amounts due during this period underthe CDC Ordinary Loan Agreements and the CDC Subordinated Loan Agreements ;

 

(ii)                                  one half of the Debt Service for the twelve monthsending on September 30, 2003 ; and

 

(iii)                               an amount equal to six months interest on the totalamount of the Debt calculated at the six month EURIBOR rate as at October 1,2002.

 

(a)          notwithstanding Article 5.1 (2) of the CommonAgreement, after the expiration of the first, second and third quarters offiscal year 2003, the amounts of the Security Deposits will be determined, asthe case may be:

 

(i)                                     according to the calculation formula described inArticle 5.1 (1) (a) of the Common Agreement in the event the Euro DisneyGroup’s quarterly accounts for the previous quarter(s) show an EBITDA cumulatedfrom the beginning of the fiscal year, equal to, or higher than, 110 % of theReference EBITDA for the first quarter and 105 % of the cumulative ReferenceEBITDA for the second and third quarters,

 

(ii)                                  according to the calculation formula described inArticle 5.1 (1) (b) of the Common Agreement in the event the Euro DisneyGroup’s quarterly accounts for the previous quarter(s) show an EBITDA cumulatedfrom the beginning of the fiscal year lower than 95 % of the cumulativeReference EBITDA, or

 

(iii)                               according to the calculation formula described inArticle 5.1 (1) (b) of the Common Agreement, reducing however the resulting

 

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amount by 25 %, in the event the Euro Disney Group’squarterly accounts for the previous quarter(s) show an EBITDA cumulated fromthe beginning of the fiscal year, higher than, or equal to, 95 % of thecumulative Reference EBITDA and lower than 110 % of the Reference EBITDA forthe first quarter and 105 % of the cumulative Reference EBITDA for the secondand third quarters.

 

Euro Disney SCA and EDL Hotels shall justify to theSenior Debt Agents as to the amount to which the Security Deposits are to beequal and their allocation for the relevant quarter in order to comply with theprovisions hereabove. This amount and this allocation shall be the subject alsoof a certification by Euro Disney SCA’s Accounting Director and, on April 21,2003, by Euro Disney SCA’s statutory auditors.

 

The amounts of the Security Deposits so calculatedwill be adjusted on the 20th (or the following business day if not abusiness day) of the first month of the relevant quarter, in accordance withthe provisions of Article 5.1 (2) of the Common Agreement.

 

The provisions of Articles 5.1 (3), (4) and (5) areapplicable to the adjustments hereabove;

 

 

4.2                                 undertakes (this commitment being deemed to constitutea commitment under the Covenants and not limiting the existing covenants) tocomply with a Cumulative Gross Operating Income Ratio for fiscal year 2003 ofat least 0.71, taking into account the reference amounts for fiscal year 2003as set forth in Sub-Schedule 2 of the Covenants. It is however provided thatthe provisions of Article 5.1 (1) (b) of the Common Agreement will apply on thedate provided in Article 5.2 of the Common Agreement in the event that theCumulative Gross Operating Income Ratio is lower than 0.75 for the same fiscalyear;

 

 

4.3                                 undertakes (this commitment being deemed to constitutea commitment under the Covenants and not limiting the existing covenants) tocomply with a Cumulative Gross Operating Income Ratio for fiscal year 2004 ofat least the ratio to be negotiated in good faith on the basis of comprehensiveinformation and projections which will have been provided by Euro Disney SCA,such new ratio being submitted at that time to the approval of the Creditorsunder the rules provided in the Common Agreement. Should no agreement bereached by September 30, 2003 the minimum Cumulative Gross Operating IncomeRatio for the same fiscal year will be 0.75 , taking into account the referenceamounts as set forth in Sub-Schedule 2 of the Covenants;

 

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4.4                                 undertakes (this commitment being deemed to constitutea commitment under the Covenants and not limiting the existing covenants), toprovide the Agents at the latest on April 30, 2003 with detailed cash flowprojections and cash projections on a quarterly basis, covering fiscal years2003 and 2004 (with a check point on May 31, 2004) according to the table whichhas recently been agreed to incorporate in the reporting documents and in the LongTerm Forecast. Euro Disney SCA undertakes to update this table quarterly asfrom April 2003.

 

 

**5.****                                     ****Representations and Warranties**

 

5.1                                 Subject to 5.3, Euro Disney SCA represents andwarrants to the Creditors that no Borrower is in default of any of its obligationsunder the Financing Contracts and that it is not aware of any event theconsequences of which will result in such a default (except under Article 2 (b)of the Covenants for fiscal year 2002).

 

5.2                                 Subject to 5.3 and except as otherwise stated in theInformation Memorandum, including, specifically, but within limitation, inparticular, the qualifications and warnings contained therein, Euro Disney SCArepresents and warrants to the Creditors that the Information Memorandum wasprepared by Euro Disney SCA with due care and that, at the date hereof, to itsknowledge and in its opinion, the Information Memorandum (i) does not containany inaccurate statement as to a material fact and (ii) does not omit anymaterial fact, in each case, which would render the information contained inthe Information Memorandum misleading for a sophisticated reader, given thecircumstances in which the said information is presented. However,notwithstanding the foregoing, with respect to the estimates, predictions, forecasts,drafts, opinions or indications regarding the future of any nature whatsoevercontained in the Information Memorandum (“Declarations as to the Future”), EuroDisney SCA only represents and warrants that the Declarations as to the Futurewere prepared in good faith by Euro Disney SCA on a basis which it considersreasonable.

 

5.3                                 Notwithstanding any other term or provisionhereof to the contrary (including, specifically, but without limitation,Articles 5.1 and 5.2 hereof), (i) no representation, warranty orother statement of any nature, whether express or implied, concerning theability of Euro Disney SCA or any of its affiliated companies to meet itscontractual covenants is being made herein or in the Information Memorandum, orin connection herewith or therewith, relating to any fiscal period(s) of EuroDisney SCA commencing on or after October 1, 2003 (the “Future FiscalYears”), and the omission of any information, statement or projection relatingto any Future Fiscal Years will not be considered as a breach of anyrepresentation and warranty given hereunder; and (ii) any material inaccuracyin the representations and warranties made hereunder shall only give rise to aright to damages and shall in no event have any effect on the Derogation obtainedpursuant to this letter or on the Financing Contracts.

 

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Yours faithfully,

 

 

 
| Serge Naïm                                           | Dominique Le Bourhis                                      |
|-----------------------------------------------------------|-----------------------------------------------------------|
| Senior Vice President and                                 | Vice President Funding &                              |
| Chief Financial Officer of Euro Disney SA                 | Sourcing of Euro Disney SA                                |
| Manager (“*Gérant*”) of Euro Disney S.C.A. | Manager (“*Gérant*”) of Euro Disney S.C.A. |

 

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**Annex**

 

 

The amounts of theReference EBITDA applicable for the implementation of the provisions ofParagraph 4.1 hereabove are the following (in million euros):

 
|                                                |   |   |   | **Cumulative** |   |
|-----------------------------------------------------|--------|--------|--------|----------------|--------|
|                                                |   |   |   |           |   |
| Quarter from October 1, 2002 to December 31, 2002 : |   | 46     |   | 46             |   |
|                                                |   |   |   |           |   |
| Quarter from January 1, 2003 to March 31, 2003 :    |   | 18     |   | 64             |   |
|                                                |   |   |   |           |   |
| Quarter from April 1, 2003 to June 30, 2003 :       |   | 95     |   | 159            |   |

 

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