**Exhibit 4.12**

 

**FOURTH AMENDMENT TO THE LICENSE AGREEMENT**

 

**FOURTH AMENDMENT,**dated as of November 30, 2004, to the licenseagreement dated as of February 28, 1989, as amended by a First Amendmentdated as of January 1, 1991, a Second Amendment dated as of March 1,1993 and a Third Amendment dated as of June 10, 1994 (the “**License Agreement**”).

 

**BETWEEN:**

 

The Walt Disney Company (Netherlands) B.V., a Dutchcorporation, whose registered office is at Koningslaan 34, 1075 AD Amsterdam,Netherlands (the “**Licensor**”).

 

Disney Enterprises, Inc.; formerly known as The WaltDisney Company, a Delaware Corporation, whose registered office is at 500 SouthBuena Vista Street, 91521-1030 Burbank, USA (“**DEI**”).

 

**AND:**

 

Euro Disney S.C.A., formerly known as Euro DisneylandS.C.A, a French *société en commandite par actions*,whose registered office is at Immeubles Administratifs, RN 34, 77705 Chessy,registered with the Meaux Registry of Commerce under N°334 173 887 (the “**Licensee**”).

 

**WITNESSETH:**

 

Whereas, the Licensor is a temporary successor to DEIunder the License Agreement pursuant to a License and Assignment Agreementdated as of July 1, 1992 between DEI and the Licensor;

 

Whereas, pursuant to acontribution agreement dated September 30, 2004 and amended on November 8,2004 between the Licensee and Euro Disney Associés SCA (“**EDA**”),a *société en commandite par actions*with acapital of 109,997,848.20 euros, having its principal office at ImmeublesAdministratifs, Route Nationale 34, 77700 Chessy, the Licensee agreed tocontribute substantially all its assets and liabilities to EDA (the “**Contribution**”);

 

Whereas, on November 29,2004, the Licensor consented to the transfer of the Licensee’s rights andobligations under the License Agreement to EDA as a result of, and subject to,completion of the Contribution and authorized, subject to the same condition,EDA to enter into sub-licenses with Euro Disneyland SNC and Euro Disney SCA forthe right to use “Euro Disneyland” and “Euro Disney” names in their corporatedenominations;

 

Whereas, the parties agreed to amend the LicenseAgreement subject to the same conditions;

 

The parties wish to amend the License Agreement as setforth herein.

 

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**NOW, THEREFORE, IT HAS BEENAGREED AS FOLLOWS:**

 

ARTICLE I

 

Definitions

 

Section 1.27of the License Agreement shall be amended as follows:

 

“ManagementCompany” shall mean Euro Disney S.A.S., a French société par actionssimplifiées, acting in its capacity as manager of Licensee and Euro DisneyS.C.A.”

 

ARTICLE II

 

Grant of License

 

A new paragraph (h) is added after paragraph (g) of Section 2.4.of Article II of the License Agreement, reading as follows:

 

“(h) The right to sublicense to Euro Disney S.C.A. theright to use the “Euro Disney” and “Euro Disneyland” names in its corporatedenomination.”

 

ARTICLE III

 

Events of Default;Remedies

 

Paragraph (b) (ii) of Section 14.1 of Article XIVof the License Agreement shall be amended and restated as follows:

 

“(b) (ii) any person or entity that is not aControlled Affiliate of Licensor becoming (A) an associé commandité or gérantof Euro Disney S.C.A. or Euro Disney Associés S.C.A. or (B) a gérantof Euro Disneyland S.N.C.”

 

ARTICLE IV

 

**Effectiveness**

** **

This fourth amendment is subject to the conditionprecedent of, and will become effective immediately upon, completion of theContribution.

 

**ARTICLE V**

** **

**NoOther Amendment**

** **

All provisions of theLicense Agreement that are not expressly modified by this fourth amendmentshall remain unchanged.

 

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ARTICLE VI

 

Miscellaneous

 

Articles XVIII “Choice of Law” and XIX “Miscellaneous Provisions” ofthe License Agreement are incorporated herein by reference as if they had beenfully restated herein.

 

IN WITNESS WHEREOF, theparties have caused this fourth amendment to be executed and delivered by theirofficers or duly constituted representatives thereunto duly authorized as ofthe date first above written.

 

 

[SIGNATURESBEGIN ON NEXT PAGE]

 

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|   |                                        |   |
|--------|---------------------------------------------|--------|
|   | The Walt Disney Company  (Netherlands) B.V. |   |
|   |                                        |   |
|   | By:                                         |   |
|   |                                        |   |
|   |                                        |   |
|   |                                        |   |
|   | Disney Enterprises,  Inc.                   |   |
|   |                                        |   |
|   | By: Joseph M.  Santaniello                  |   |
|   |                                        |   |
|   |                                        |   |
|   |                                        |   |
|   | Euro Disney S.C.A.                          |   |
|   |                                        |   |
|   | By:                                         |   |

 

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| TO:    | **BNP Paribas**                                    |
|--------|----------------------------------------------------|
|   | E.C.E.P.                                           |
|   | Project Finance                                    |
|   | 37, place du Marché Saint Honoré         |
|   | 75001 PARIS                                        |
|   |                                               |
|   | as Agent for the Phase IA Banks                    |
|   |                                               |
| TO:    | **Caisse des Dépôts et Consignations**   |
|   | 72, avenue Pierre Mendès-France               |
|   | 75013 PARIS                                        |
|   |                                               |
| TO:    | **CALYON**                                         |
|   | 9, quai du Président Paul Doumer              |
|   | 92920 Paris La Défense Cédex             |
|   |                                               |
|   | as Agent for the Creditors which are parties       |
|   | to the Phase IA Partners’ Advances Agreement, |
|   | the Phase IB Credit Facility Agreement and         |
|   | the Phase IB Advances Agreement                    |
|   |                                               |
| FROM:  | **Disney Enterprises, Inc.**                       |
|   |                                               |
| Re:    | License  Agreement                                 |

 

December 1, 2004

 

Dear Sirs,

 

1.                                       Werefer to (i) the License Agreement (as modified, the “License Agreement”) datedas of February 28, 1989 among Disney Enterprises, Inc. (formerly known asThe Walt Disney Company), The Walt Disney Company (Netherlands) B.V. (the “Licensor”)as temporary successor thereof and Euro Disney S.C.A. (the “Licensee”), (ii)the Common Agreement dated August 10, 1994 as amended and restated inaccordance with the Common Agreement Amendment and Restatement dated December 1,2004; and (iii) the letter dated December 1, 2004 from the Licensor to theLicensee relating to Royalties (the “Letter”).

 

2.                                       Termsdefined in the License Agreement, in the Common Agreement and in the CommonAgreement Amendment and Restatement have the same meanings for the purposes ofthis letter.

 

3.                                       Thisis to confirm that should the rights of the Licensor resulting from the Licenseand Assignment Agreement, dated as of July 1, 1992, as amended be assignedto another of our subsidiaries (the “Assignee”), we will cause the Assignee toassume the undertakings of the Licensor resulting from the Letter or assumethem ourselves , should the Licence and Assignment Agreement terminate;

 

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4.                                       (a)  This letter and the rights and obligations ofthe parties hereunder shall be construed in accordance with and be governed bythe laws of the State of New York without regard to the conflict of lawprinciples thereof.  Any legal action orproceeding against us with respect to this letter shall be brought exclusivelyin the courts of the State of New York or of the United States for the SouthernDistrict of New York, and by execution and delivery of this letter we herebyirrevocably accept the jurisdiction of the aforesaid courts.

(b)  We hereby irrevocably waive any objectionwhich we may now or hereafter have to the laying of venue of any of theaforesaid action or proceeding arising out of or in connection with this letterbrought in the courts referred to in paragraph (a) above and hereby furtherirrevocably waive and agree not to plead or claim in any such court that suchaction or proceeding brought in any such court has been brought in aninconvenient forum.

 

Thisletter is furnished in the English language by us to you in connection with thefinancial restructuring of the Euro Disney project and is solely for thebenefit of the Creditors and their respective assignees.

 

 

Very truly yours,

 

 

[SIGNATURES BEGIN ON NEXT PAGE]

 

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|   |                       |
|--------|----------------------------|
|   | Disney  Enterprises, Inc   |
|   | by: Joseph M.  Santaniello |
|   |                       |

 

Agreed and accepted onbehalf of the Creditors that are parties to the Phase IA Credit FacilityAgreement

 

 
|   |        |
|--------|-------------|
|   | BNP Paribas |
|   | as Agent    |
|   | by:         |
|   |        |

 

Agreed and accepted onbehalf of the Creditors that are parties to the Phase IA Partners’ AdvancesAgreement the Phase IB Credit Facility Agreement and the Phase IB AdvancesAgreement

 

 
|   |     |
|--------|----------|
|   | CALYON   |
|   | as Agent |
|   | by:      |
|   |     |

 

Agreed and accepted

 

 
|   |                                         |
|--------|----------------------------------------------|
|   | Caisse des Dépôts et Consignations |
|   | by:                                          |

 

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