**Exhibit4.6**

 

March 28, 2003

 

FROM:                                                         TheWalt Disney Company (Netherlands) B.V.

TO:                                                                            EuroDisney SCA

Re:                                                                               LicenseAgreement

 

 

Ladies and Gentlemen:

 

Reference ismade to the License Agreement (the “License Agreement”) dated as of February28, 1989, as amended by a First Amendment dated as of January 1, 1991, a SecondAmendment dated as of March 1, 1993, a Third Amendment dated as of June 10,1994, entered into among THE WALT DISNEY COMPANY, a Delaware corporation(“TWDC”), THE WALT DISNEY COMPANY (NETHERLANDS) B.V. a Dutch corporation (the“Licensor”) as temporary successor to TWDC and EURO DISNEY S.C.A., a French *société encommandite par actions* (the “Licensee”).

 

We understandthat the Licensee currently operates under special financial constraintsresulting from the Waiver Request (as defined below).  We understand further that Euro Disney S.A. is prepared to assistthe Licensee to meet its obligations under the Waiver Request by waiving (the“Base Management Fee Waiver”) certain of its rights in connection with of theamount of the *Rémunération de Base*(“Base Management Fee”), as defined inArticle 4.2(a) of the Licensee’s by-laws, payable to Euro Disney S.A.

 

Based on theforegoing, we are prepared to also assist the Licensee to meet its obligationsunder the Waiver Request by waiving certain of our rights in connection withthe royalties payable under the License Agreement.

 

* * *

 

As used hereinthe following terms shall have the respective meanings indicated below:

 

“CommonAgreement” means the Common Agreement dated August 10, 1994 among the Licenseeand all other borrowers under the Financing Contracts (as defined therein), andlenders under the Financing Contracts.

 

“ThirdAmendment” means the Third Amendment to the License Agreement referred to inthe first paragraph of the preamble to this letter.

 

“WaiverRequest” means the Waiver Request dated September 30, 2002 executed by theLicensee in support of a request for waiver from certain obligations under theCommon Agreement.

 

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(a) Royalties Scheduled to bePaid for the Remainder of the Fiscal Year Ending on September 30, 2003 and theFiscal Year Ending on September 30, 2004. Notwithstanding Sections 6.1 and 6.3 of the License Agreement, we herebyunconditionally and irrevocably agree to receive payment of royalties due underthe License Agreement in respect of (x) the last three quarters of theLicensee’s fiscal year ending on September 30, 2003 (i.e., theperiod from January 1, 2003 through September 30, 2003, inclusive) and (y) theLicensee’s full fiscal year ending on September 30, 2004, on an annual ratherthan quarterly basis; it being understood that, subject to paragraph (b) below,other provisions of Section 6.1 of the License Agreement, including provisionsregarding the determination of the amount of the royalties (which shallcontinue to be determined on a quarterly basis) shall be applied in accordancewith their terms; provided that royalties for such fiscal years shall bepayable no later than the fifth business day following delivery by thestatutory auditors of Euro Disney of their reports with respect to the annualfinancial statements of Euro Disney; and provided, further, that otherprovisions of Section 6.3 of the License Agreement, including provisionsregarding value added taxes and the obligation of Licensee to quarterly andannually submit to Licensor certain statements of account shall be applied inaccordance with their terms.

 

(b) Waiver of RoyaltiesScheduled to be Paid for the Fiscal Year Ending on September 30, 2003.  Notwithstanding Section 6.1 of the LicenseAgreement, and provided that, together with the annual statement contemplatedby Section 6.3 of the License Agreement, you submit to us an annual statementof account showing the amount of royalties originally scheduled to be paid forthe last three quarters of Licensee’s fiscal year ending on September 30, 2003,calculated in accordance with Section 6.1 of the License Agreement, and to theextent applicable, the modified amount of such royalties payable as a result ofthe provisions of this paragraph (b), we hereby unconditionally and irrevocablywaive (subject only to the provisions of paragraph (c) below) our right toreceive royalties originally scheduled to be paid for the last three quartersof such fiscal year, up to an amount (the “Waived Amount”) calculated asfollows:

 

Waived Amount = Adjustment  x                                     Full LicenseAgreement Amount                                  

                                                                            Full License Agreement Amount  + Full Management Fee Amount

 

For purposesof the foregoing:

 

“Adjustment” means such reduction, if any, in Consolidated OperatingCosts (as defined in Annex XI to the Common Agreement) as is necessary (to theextent possible as a result of the Base Management Fee Waiver and the waivercontemplated hereby, taken in the aggregate) to cause the Cumulative GrossOperating Income Ratio (as defined below) to be in compliance with theLicensee’s 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 License Agreement Amount” means the amount provided for inSection 6.1 of the License Agreement (irrespective of this letter) with respectto the fiscal year ending on September 30, 2003;

 

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“Full Management Fee Amount” means the amount of the Base ManagementFee provided for in Article 4.1(a) of the Licensee’s by-laws (irrespective ofthe Base Management Fee Waiver) with respect to the fiscal year ending onSeptember 30, 2003; and

 

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

 

(c) Contingent Payment inFuture Years.  Subject to theapproval of the provisions of this paragraph (c) by the Supervisory Board ofthe Licensee, should you elect to take advantage of the waiver contained inparagraph (b) 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 (as defined below) of the Licensee 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 delivery by the statutory auditorsof Licensee of the reports with respect to the annual financial statements ofLicensee for such year or years.

 

For purposes of the foregoing, “EBITDA” shall mean Euro Disney’s incomebefore lease and net financial charges, excluding depreciation andamortization, as stated in Euro Disney’s audited consolidated annual incomestatement, prepared in accordance with accounting principles generally acceptedin France.

 

It is understood that the waivers set forth in paragraphs (a) and (b)above are exceptional, are limited by their terms, and do not create anyobligation on our part to repay any royalties received to date or 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 royalties set forth in Sections 6.1and 6.3 of the License Agreement except to the extent expressly set forthherein.

 
|   |   |   |   |   | Very truly  yours,                                    |
|--------|--------|--------|--------|--------|-------------------------------------------------------|
|   |   |   |   |   |                                                  |
|   |   |   |   |   |                                                  |
|   |   |   |   |   |                                                  |   |
|   |   |   |   |   | THE WALT  DISNEY COMPANY  (NETHERLANDS) B.V.          |
|   |   |   |   |   |                                                  |
|   |   |   |   |   | By its  Managing Director,   Disney Enterprises, Inc. |
|   |   |   |   |   |                                                  |   |
|   |   |   |   |   |                                                  |   |
|   |   |   |   |   | By:                                                   | /s/ Joe  Santaniello |
|   |   |   |   |   |                                                  | Joe  Santaniello |

 

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