**Exhibit 4.19**

 

**Compensationletter**

 

[EuroDisney Associés S.C.A. Letterhead]

 

 

CALYON

in the name and for the account of the partnersof Euro Disneyland S.N.C.

 

 

Chessy,December 1, 2004

 

 

Ladies and Gentlemen:

 

 

For purposes of this letter, the defined termsand expressions, identified by capital letters, will have the meaningsattributed to them in the Common Agreement of August 10, 1994, asmodified, *inter alia*, by theAmendment and Restatement Agreement to the Common Agreement dated December 1,2004, the Covenants, or any of the Bank Debt Agreements.

 

The purpose of the Phase IA AdvancesAmendment and Restatement Agreement and of the amendments made to the CDC LoanAgreements on December 1, 2004 was, *interalia*, to reshape the depreciation profiles for the Phase IA CreditFacility Agreement and the CDC Loan Agreements. Based on the corporate tax rate currently in force, this reshaping wouldhave the effect of changing the fiscal profile of Euro Disneyland S.N.C. and,consequently, the scheduled repayment calendar for the Phase IA PartnersAdvances Agreement. Although Euro Disney Associés S.C.A. plans to exercise itsoption to purchase the assets that are the subject of the *Crédit-Bail* Agreement by December 31,2016 at the latest, no formal assurance in this respect can be given by EuroDisney Associés S.C.A.

 

For this reason, in order to avoid changingthe IA Partners’ position as a result of the renegotiation of the Phase IACredit Agreement and the CDC Loan Agreements, Euro Disney Associés S.C.A.undertakes by way of this letter, if it has not announced its exercise of itsoption under the *Crédit-Bail*Agreement by June 30, 2016 at the latest with a view to completing thesale by December 31, 2016 at the latest, to pay to the IA Partners a lumpsum of:

 

i.                  15% of the balance of the Phase IA Partners Advances still owed by EuroDisneyland S.N.C. on December 31, 2016, and

 

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ii.               anamount equal to the product of (a) the total amount still owed by EuroDisneyland S.N.C. on December 31, 2016 under the CDC Loan Agreements andthe loan agreement entered into between Euro Disney S.C.A. and Euro DisneylandS.N.C. dated August 10, 1994 (as amended on September 30, 1999) and(b) the corporate tax rate then in force or the rate of any tax substituted forthe corporate tax.

 

This lump sum will be paid to the Agent forthe IA Partners, for the account of the IA Partners, on January 31, 2017at the latest.  The Agent will allocatethe lump sum among the IA Partners pro-rata based on their participation in thePhase IA Partners Advances Agreement.

 

It is specified that the payment of this lumpsum will not in any way diminish the amount of any sums due under the *Crédit-Bail* Agreement.

 

This letter will take effect on the ShareCapital Increase Completion Date, as from which it will be substituted for the September 6,1999 letter from Euro Disney S.C.A. to Crédit Agricole Indosuez on the sametopic.

 

The French language version of this letterwill have priority over any versions in any other language.

 

Sincerely,

 

 
| The *gérant*, Euro Disney S.A.S. |
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| by: Jeff Speed                        |
| Financial Director                    |

 

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