**Exhibit4.8**

 

*Translation from French for information only*

 

[From (letterhead): ]

 

EURO DISNEYS.A.S.

Immeubles Administratifs

Route Nationale 34

77700 Chessy

 

EURO DISNEYS.C.A.

Immeubles Administratifs

Route Nationale 34

77700 Chessy

1 December 2004

 

**BNP Paribas**E.C.E.P.Project Finance37, place du Marché Saint Honoré75001 Paris

**CALYON**81-83 ruede Richelieu75001 Paris

 

**Caisse desDépôts et Consignations**72 ruePierre Mendès-France75914 Paris Cedex 13

 

 

Dear Sirs,

 

We enclose a copy of a letter sent by EuroDisney S.A.S. to Euro Disney S.C.A.(schedule A) and of the agreement (the “Agreement”)dated 1 December 2004 between Euro Disney SAS and Euro Disney AssociésS.C.A. (schedule B).  Terms definedin the Agreement have the same meanings for the purposes of this letter.

 

We hereby confirm that, so long as any amountremains unpaid in respect of the CDC Loan Agreements, the CDC Second ParkAgreements, the Phase IA Credit Facility Agreement, the Phase IB CreditFacility Agreement, the Phase IB Advances Agreement, the Phase IA PartnersAdvances Agreement, you will be entitled, in the case of CDC, in respect of theCDC Loan Agreements and the CDC Second Park Agreements, in the case of BNPParibas, as Agent for the Phase IA Banks in respect of the Phase IA CreditFacility Agreement, and in the case of CALYON, as Agent for the Phase IB Banksand Phase IB Lenders in respect of the Phase IB Credit Facility Agreement andthe Phase IB Advances Agreement and as Agent for the IA Partners in respect ofthe Phase IA Partners Advances Agreement, to take all measures with a view toenforcing the provisions of the Letter and the Agreement.

 

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This letter is provided to you, in the caseof CDC, in respect of the CDC Loan Agreements and the CDC Second ParkAgreements, in the case of BNP Paribas, as Agent for the Phase IA Banks inrespect of the Phase IA Credit Facility Agreement, and in the case of CALYON,as Agent for the Phase IB Banks and Phase IB Lenders in respect of the Phase IBCredit Facility Agreement and the Phase IB Advances Agreement and as Agent forthe IA Partners in respect of the Phase IA Partners Advances Agreement, foryour exclusive benefit and that of the institutions whose Agents are BNPParibas and CALYON respectively.  Noprovision of this letter will grant any third party or will create in favour ofany third party, other than such institutions, in their capacity as creditorsunder the Phase IA Credit Facility Agreement, the Phase IB Credit FacilityAgreement, the Phase IB Advances Agreement, and the Phase IA Partners AdvancesAgreement, any right or recourse whatsoever which would not exist in theabsence of this letter.

 

This letter will cease to have any effect inthe event of the provisions of article 3.2 (*Royaltiesand Management Fees)* of the Memorandum of Agreement being terminatedin accordance with the provisions of article 7.7 (*Termination)*of the Memorandum of Agreement.

 

The provisions of this letter are governed byFrench law and shall be interpreted in accordance therewith. Any disputerelating thereto will be submitted to the competent courts within thejurisdiction of the Paris Court of Appeal.

Yours truly,

 

 
| Euro Disney S.A.S.               |
|----------------------------------|
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| by                               |
|                             |
| Euro Disney S.A.S.               |
| in its capacity as manager of    |
| Euro Disney Associés S.C.A. |
|                             |
|                             |
|                             |   |
| by                               |

 

Accepted in the name and on behalf of thePhase IA Banks party to the Phase IA Credit Facility Agreement

 

 
|                     |   |
|--------------------------|--------|
| BNP Paribas              |
| in its capacity as Agent |
| by                       |

 

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Accepted in the name and on behalf of thePhase IB Banks and Phase IB Lenders party to the Phase IB Credit FacilityAgreement and Phase IB Advances Agreement and in the name of the IA Partnersparty to the Phase IA Partners Advances Agreement

 
|                                          |   |
|-----------------------------------------------|--------|
| CALYON                                        |
| in its capacity as Agent                      |
| by                                            |
|                                          |
| Accepted                                      |
|                                          |
|                                          |   |
| Caisse des  Dépôts et Consignations |
| by                                            |
|                                               |        |  |

 

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**Schedule A**

 

Form of letteron the protection mechanismManagement Fees

 

[on Euro Disney S.A.S. headed note paper]

 

Euro Disney S.C.A.Immeubles AdministratifsRoute Nationale 3477700 Chessy

1 December 2004

 

 

Dear Sirs,

 

Re: Management Fees

 

We refer to:

(i)            article IV of your *statuts* whichprovides for certain payments in our favour by way of remuneration for ourmanagement;

 

(ii)           the Common Agreement dated 10 August 1994 as amended and restatedin accordance with the Common Agreement Amendment and Restatement dated 1 December 2004.

 

Terms defined in the *statuts*,in the Common Agreement and in the Common Agreement Amendment and Restatementhave the same meanings for the purposes of this letter.

 

Notwithstanding the provisions of any otherdocument:

 

(A)          we agree to receive ManagementFees on an annual rather than on a quarterly basis in respect of each of yourFinancial Years 2005 to 2014 inclusive, such remuneration being due and payablesubject to (B) and (C) below, not later than five Business Days following thedate on which the Agents receive the Performance Indicator Report, verified andconfirmed, or, as the case may be, validated by the Expert, in accordance withthe Common Agreement and the Covenants;

 

(B)          we accept the deferral ofthe Management Fees due in respect of each of your Financial Years 2005 to 2009inclusive, up to a total amount of €25 million, excluding taxes, inrespect of each Financial Year, the amount so deferred constitutingSubordinated Long Term Debt bearing interest at an annual rate of 12 months EURIBORcapitalised annually in accordance with article 1154 of the Civil Codeuntil 1 January 2017; with effect from that date interest calculated atthe above rate will become due and payable annually in arrear. Upon eachdeferral you will issue in our favour an acknowledgement of debt evidencingsuch Subordinated Long Term Debt including in substance the terms of thePromissory Note annexed to the Standby Revolving Credit Supplemental Agreement;

 

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(C)           we accept, withoutprejudice to the foregoing in respect of Financial Years 2007, 2008 and 2009,the deferral of Management Fees due in respect of each of your Financial Years2007 to 2014 inclusive, if the Performance Indicator, or, as the case may be,the pro forma Performance Indicator for the relevant Financial Year (the “FinancialYear PI”) is lower than the reference n°1 Performance Indicator for suchFinancial Year described in the schedule in an amount equal to thedifference between reference Performance Indicator n° 1 and the Financial YearPerformance Indicator, up to an amount of €25 million, excluding taxes,per Financial Year; the amount so deferred shall constitute Subordinated LongTerm Debt bearing interest at an annual rate of 12 months EURIBOR capitalisedannually in accordance with article 1154 of the Civil Code until 1 January 2017;with effect from that date interest calculated at the above rate will becomedue and payable annually in arrear. Upon each deferral you will issue in ourfavour an acknowledgement of debt evidencing such Subordinated Long Term Debtincluding in substance the terms of the Promissory Note annexed to the StandbyRevolving Credit Supplemental Agreement.

 

The provisions of this letter will be for theexclusive benefit of Euro Disney Associés S.C.A. upon realisation of theContribution in accordance with the Contribution Agreement.

 

This letter will cease to have any effect inthe event of the provisions of article 3.2 (*Royaltiesand Management Fees)* of the Memorandum of Agreement being terminatedin accordance with the provisions of article 7.7 (*Termination)*of the Memorandum of Agreement.

 

This letter is signed in the Frenchlanguage. In case of discrepancy between the French text and any other versionwhich may exist in any other language, the French text shall prevail.

 

The provisions of this letter are governed byFrench law.  Any dispute relating theretowill be referred to the Paris Commercial Court.

 

Yours truly,

 

Euro DisneyS.A.S.

 

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**Annexto the Letter**

**ReferencePerformance Indicator n° 1**

**ReferenceSequence in million euros**

 
| **Financial  Year**    | ** ** | **2****005** | ** ** | **2006** | ** ** | **2007** | ** ** | **2008** | ** ** | **2009** | ** ** | **2010** | ** ** | **2011** | ** ** | **2012** | ** ** | **2013** | ** ** | **2014** | ** ** | **2015** | ** ** | **2016** | ** ** | **2017  and  beyond** | ** ** |
|------------------------|------------|--------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|-----------------------|------------|
| Reference IP n° 1 |       |         |       |     |       | 282.5    |       | 305.4    |       | 313.1    |       | 317.2    |       | 340.6    |       | 352.7    |       | 365.8    |       | 380.6    |       |     |       |     |       |                  |       |

 

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**Schedule B**

 

**AGREEMENT**

 

**BETWEEN :**

 

EURO DISNEY S.A.S. (the « ManagementCompany »)

**of****the one part**

and

 

EURO DISNEY ASSOCIES S.C.A. (the « OperatingCompany»)

**of****the other part**

 

 

**WHEREAS:**

 

The Management Company has been appointedmanager of the Operating Company pursuant to the latter’s *statuts*.

 

The Operating Company is one of the Borrowersunder a multi currency credit facility agreement, which operates by way ofwithdrawals or the issuance of letters of credit dated September 5, 1989between (1) Euro Disneyland S.N.C. and the Operating Company (as Borrowers),(2) the Banks whose names are contained in schedule 1 thereto and (3) BNPParibas (as Agent), as amended and restated on the Restatement Date (the« **Credit Agreement** »)

 

**IT IS HEREBY AGREED AS FOLLOWS :**

 

**1.****            ****DEFINITIONS**

Expressions defined in theCredit Agreement, the Common Agreement or the Covenants have the same meaningsfor the purposes of this Agreement.

 

**“Debt Service”** means, in respect of any Period, all amounts which are due andpayable by any member of the Group during such Period pursuant to the CreditAgreements, the CDC Agreement, the Phase IB Credit Facility Agreement, and thePhase IB Advances Agreement as well as any taxes which are due and payable bythem during such Period.

 

**“Period”** means a quarter, a year or any other period by reference to whichturnover is taken into account in the calculation of Base Fee or Incentive Feeand following the expiration of which such Base Fee or Incentive Fee falls due.

 

**“*Statuts*”** means the Operating Company’s *Statuts*.

 

**2.****            ****DECLARATION - UNDERTAKINGS**

The Management Companyundertakes to comply with the payment terms of the Base Fee as provided in itsletter to the Operating Company dated 1 December 2004 a copy of which isattached to this Agreement and hereby agrees to the payment deferral of theManagement Fees resulting therefrom.  TheOperating Company and the Management Company declare and acknowledge that nomanagement fees have been paid since 1, January, 2003.

 

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**3.****            ****DEFERRAL OF BASE FEE ANDINCENTIVE FEE**

Notwithstanding any contradictoryprovisions in the Statuts, the Management Company and the Operating Companyagree that in the event that at the end of any Period, the Group’s cash wasinsufficient to pay the Debt Service in full as well as the Base Fee andIncentive Fee for that Period, the Operating Company will defer payment ofIncentive Fee, and if such deferral is insufficient, payment of Base Fee whichwould be necessary to allow payment in full of Debt Service (or if the Group’scash at the end of such Period is less than Debt Service, that part of the DebtService which the available cash will cover) and the Operating Company will notbe considered to have failed to comply with any obligation to the ManagementCompany by reason of the deferral of the Incentive Fee and Base Fee pursuant tothis Clause.  The portion of IncentiveFee and Base Fee so deferred will accumulate and be paid by the OperatingCompany to the Management Company at the end of the First Period at the end ofwhich the Group’s cash is sufficient for this purpose to the extent ofavailable cash after payment in full of all Debt Service in respect of Periodsexpired after that date.  No interestwill accrue on the portion of Incentive fee so deferred.  Interest will only accrue on 33 1/3% of BaseFee so deferred.  Any portion ofIncentive Fee and Base Fee deferred and remaining unpaid will only constitutean unsecured debt of the Operating Company.

 

**4.****            ****CLAWBACK**

Notwithstanding anycontradictory provision in the *Statuts,* theManagement Company and the Operating Company agree that in the event of anyamount of interest or principal due on the Phase IA Credit Facility Agreement,the CDC Agreement Relating to the Granting of Ordinary Loans, the Phase IBCredit Facility Agreement or the Phase IB Advances Agreement not being paid onits due date, the Management Company will immediately suspend payment of anyamount due in respect of management fees and will pay to the Operating Companyan amount equal to one half of any Base Fee paid to it in respect of thepreceding Financial Year.  Such amountshall be applied first in settlement of the unpaid amount and will be a debtdue and payable as soon as the Group’s cash is sufficient for such purpose, tothe extent of cash available after payment in full of all Debt Service fallingdue up to such date.  Interest will onlyaccrue on 33 1/3% of such debt.

 

**5.****            ****GENERAL PROVISIONS**

 

(A)          In the event of theCompletion of Share Capital Increase or the Contribution not taking place by 31March, 2005 and if, at the end of the consultation period provided for inparagraph (a) of clause 7.7 (*Termination*) ofthe Memorandum of Agreement, certain provisions of the Memorandum of Agreementwere terminated in accordance with paragraph (b) of such clause 7.7 (*Termination*), the Agreement will automatically cease to haveeffect.  The termination of thisAgreement will take effect on the date on which the termination of theMemorandum of Agreement takes effect.

 

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(B)          This Agreement will prevailover the agreement dated 10 August 1994 between the parties to thisAgreement until 31 March 2005.  Witheffect from such date, unless this Agreement is terminated as provided inparagraph (A) above, the agreement of 10 August 1994 will cease to haveeffect.

 

(C)          Headings: The headings toclauses of this Agreement are not to be taken into account in interpreting itsprovisions.

 

(D)          Rights and limited recourse:Except as otherwise provided in any letter or instrument signed by theManagement Company and the Operating Company and expressly referring to thisAgreement, no provision of this Agreement will grant to any third party orcreate in favour of any third party any right or recourse whatsoever whichwould not have existed in the absence of this Agreement.

 

(E)           Governing law: Thisagreement is governed by French law and shall be interpreted in accordancetherewith.

 

(F)           Jurisdiction: Any disputewhich may arise in respect of this Agreement will be submitted to the exclusivejurisdiction of the Paris commercial court.

 

 
| Made in Paris, on [•] 2004                            |
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| EURO  DISNEY S.A.S.                                        |
|                                                       |
|                                                       |
| EURO DISNEY S.A.S.                                         |
| in its capacity as manager of EURO DISNEY  ASSOCIES S.C.A. |
| by                                                         |

 

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