**Exhibit 4.7**

 

[Letterhead of Euro Disney S.A.]

 

 

 

Euro Disney SCAImmeubles AdministratifsRoute Nationale 34Chessy

March 28, 2003

 

Re:  Management Fee

 

Ladies and Gentlemen:

Reference is made toArticle IV of the by-laws (the “By-Laws”) of Euro Disney SCA (“EuroDisney”) providing that, in our capacity as *gérant* of Euro Disney, we are entitled tothe payment of various fees.

We understand that by aletter (the “Licensor’s Letter”) of even date relating to the License Agreementdated as of February 28, 1989 (as previously amended) (the “LicenseAgreement”), The Walt Disney Company (Netherlands) B.V. has indicated that itis prepared to assist Euro Disney to meet its obligations under the WaiverRequest (the “Waiver Request”) dated September 30, 2002, executed by EuroDisney in support of a request for a waiver from certain obligations under theCommon Agreement (the “Common Agreement”) dated August 10, 1994 among EuroDisney and all other borrowers under the Financing Contracts (as definedtherein) and the lenders under the Financing Contracts, and therefore hasdecided on an exceptional basis to waive certain of its right in connectionwith the License Agreement.

Based on the foregoing,we are also prepared to assist Euro Disney to meet its obligations under theWaiver Request by waiving certain of our rights in connection with the *Rémunérationde Base*(the “Base Management Fee”), as defined in Article 4.2(a) ofthe By-Laws.

(1)           Notwithstanding Article 4.3 of theBy-Laws, we hereby unconditionally and irrevocably agree to receive payment ofthe Base Management Fee originally scheduled to be paid in respect of (a) thelast three fiscal quarters of Euro Disney’s fiscal year ending on September 30,2003 (i.e., the period from January 1, 2003 throughSeptember 30, 2003, inclusive) and (b) Euro Disney’s full fiscal yearending on September 30, 2004, on a annual rather than quarterly basis; providedthat such Base Management Fee shall be paid no later than 

 

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the fifth business day following delivery by thestatutory auditors of Euro Disney of their reports with respect to the annualfinancial statements of Euro Disney for the applicable fiscal year.

(2)           We hereby unconditionally andirrevocably waive (subject only to the provisions of paragraph 3 below) ourright to receive the Base Management Fee in respect of the last three fiscalquarters of Euro Disney’s fiscal year ending on September 30, 2003, up to anamount (the “Waived Amount”) calculated as follows:

 

Waived Amount =Adjustmentx                                       FullBase Management Fee Amount                                  

                                       Full Base Management FeeAmount + Full License Agreement Amount

 

For purposes of the foregoing:

 

“Adjustment” means such reduction, if any, inConsolidated Operating Costs (as defined in Annex XI to the Common Agreement)as is necessary (to the extent possible as a result of the waivers contemplatedhereby and by the Licensor’s Letter, taken in the aggregate) to cause theCumulative Gross Operating Income Ratio (as defined below) to be in compliancewith your undertaking pursuant to the first sentence of Section 4.2 of theWaiver Request with respect to the fiscal year ending on September 30, 2003;

 

“Full Base Management Fee Amount” means the amount ofthe Base Management Fee provided for in Article 4.1(a) of the By-Laws(irrespective of this letter) with respect to the fiscal year ending onSeptember 30, 2003;

 

“Full License Agreement Amount” means the amountprovided for in Section 6.1 of the License Agreement (irrespective of theLicensor’s Letter) with respect to the fiscal year ending on September 30,2003; and

 

“Cumulative Gross Operating Income Ratio” has themeaning assigned to it in Exhibit XI to the Common Agreement.

 

(3)           Subjectto the approval of the provisions of this paragraph (3) by Euro Disney’sSupervisory Board, should you elect to take advantage of the waiver containedin paragraph (2) above, you shall pay to us (without interest) an amount oramounts (if any) not exceeding in the aggregate the Waived Amount, to theextent the EBITDA of Euro Disney (as defined below) exceeds € 450 million forany fiscal year ending on September 30 of the years 2004 through 2008.  Such amount or amounts shall be paid to usno later than five business days following the delivery by the statutory auditorsof their report with respect to the annual financial statements of Euro Disneyfor such year or years.

 

For purposes hereof“EBITDA” shall mean Euro Disney’s income before lease and net financialcharges, excluding depreciation and amortization, as stated in Euro Disney’saudited consolidated annual income statement, prepared in accordance withaccounting principles generally accepted in France.

 

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It is understood that the waivers set forth in paragraphs(1) and (2) above are exceptional, are limited by their terms, and do notcreate any obligation on our part to repay any Management Fees or to make anyother payment of any nature whatsoever, including in the event the WaivedAmount is insufficient to cause the Cumulative Gross Operating Income Ratio tobe in compliance with Euro Disney's undertaking pursuant to the first sentenceof Section 4.2 of the Waiver Request, or to waive any of our rights in respectof the method of calculation or payment of the Base Management Fee.

 
|   |   |   |   |   |   |   | Very truly  yours,   |
|--------|--------|--------|--------|--------|--------|--------|----------------------|
|   |   |   |   |   |   |   |                 |
|   |   |   |   |   |   |   |                 |
|   |   |   |   |   |   |   |                 |
|   |   |   |   |   |   |   | Euro Disney S.A.     |
|   |   |   |   |   |   |   |                 |
|   |   |   |   |   |   |   | /s/ James A.  Rasulo |
|   |   |   |   |   |   |   | by: James A.  Rasulo |
|   |   |   |   |   |   |   |                 |

 

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