**Exhibit 4.1**

 

*TRANSLATIONFOR INFORMATION PURPOSES ONLY*

 

 

To all the Banks under the Phase IA CreditAgreement

 

20 September 2004

 

 

Ladies and Gentlemen:

 

We refer to the Memorandum of Agreement (“MOA”) signedby The Walt Disney Company, Euro Disney SCA, Caisse des Dépôts et Consignations(“CDC”) and approved by the Steering Committee on 8 June, 2004. Terms definedin the MOA have the same meanings when used in this letter.

 

Based on information provided to us by the Agents, weunderstand that the MOA was approved by less than all of the Creditors as ofJuly 31, 2004.

 

**I.****                                         AmendedMOA**

 

For the purpose of seeking approval of the MOA asamended in accordance with paragraphs (a) through g) below (the “Amended MOA”)by 27 September 2004 and thereafter implementing the Amended MOA as promptly aspracticable, we hereby offer (the “Offer”) to each Creditor, such Offerexpiring at 6:00 pm (Paris time) on 27 September 2004, to amend the terms ofthe MOA as follows:

 

(a)                                 Clause3.7 of the MOA shall be amended to provide with effect from the Effective Date(subject to the proviso at the end of this paragraph a)) that (i) the interestrate payable pursuant to the Phase IA Credit Facility Agreement, the Phase IBCredit Facility Agreement and Tranche C of the Phase IB Advances will beincreased as set forth in Exhibit 1 hereto and that (ii) the interest rateapplicable to a € 48,300,000 principal amount due under the CDC OrdinaryLoans and CDC *Participatifs* Loans will beincreased as set forth in Exhibit 1 hereto; provided that interest accrued fromthe Effective Date at the increased interest rates shall be paid for the firsttime on the fifth day following the Share Capital Increase Date and thereafteron each interest payment date;

 

(b)                                Clause3.7 of the MOA shall be amended to provide that the final repayment date underthe Phase IB Credit Facility Agreement and Tranche C of Phase IB Advances shallbe 5 November 2012;

 

(c)                                 thesecond paragraph of Clause 7.1.1 of the MOA shall be amended by thesubstitution of “30 September 2004” for “the expiry of the said one monthperiod”;

 

(d)                                theproviso to the third paragraph of Clause 7.1.1 of the MOA shall be amended asfollows: “provided that the amount outstanding thereunder shall at no time fallbelow € 120 million and shall be reduced to € 110 million as at theEffective Date, the € 10 million shortfall being permanently forgiven byTWDC as at the Effective Date.”;

 

(e)                                 Clause7.4 of the MOA shall be amended by the substitution of “1 December 2004” for “1November 2004”;

 

(f)                                    otherprovisions of the MOA shall be amended as set forth in Exhibit 1 hereto; and

 

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(g)                                thedefinition of “Effective Date” contained in the MOA shall be amended by thesubstitution of “1 December 2004” for “1 November 2004” in the last paragraphof such definition,

 

(each of the items (a) through g) above, an “Amendment”and, collectively, the “Amendments”).

 

We believe that the Amendments will enable eachCreditor to accept the Offer and approve the Amended MOA on 27 September 2004at the latest, it being understood that the Amended MOA will benefit to allCreditors, including those which had already voted positively on or before thedate hereof. A positive vote and approval by each Creditor of the Amended MOAwill evidence its irrevocable and unconditional acceptance of the Offer andagreement to be bound by the Amended MOA and its implementation in accordancewith its terms.  

 

**II.****                                     Implementationof the Amended MOA**

 

For the purpose of avoiding the occurrence of aPotential Event of Default or of an Event of Default, the acceptance of theOffer and approval of the Amended MOA by all the Creditors will automaticallyentail their agreement to an extension of the duration of the Waiver referredto in the waiver request that we sent you on 17 October 2003 until 1 December2004 (the “Extension”) and a waiver of the right to invoke against theBorrowers any Event of Default or Potential Event of Default due to :

 

(i)                                     noncompliance by the Borrowers with their financial undertakings under theCovenants (as defined in the Common Agreement) in respect of the Financial Year2004;

 

(ii)                                  noncompliance by the Borrowers with the  3%covenant relating to the maximum amount to be invested by the Euro Disney Groupper Fiscal Year provided for in paragraph 3.2 of clause 3 (*Investments*)of the Covenants insofar as the recurring and growth investments expenses forFiscal year 2004 would possibly exceed such 3% covenant, without such excessexceeding a total maximum amount of € 6 million, as a result of theimplementation of Article 5.3.2 of the MOA; and

 

(iii)                               partial demolition of the Visionarium attraction undertaken by the Borrowers inconnection with the development investments referred-to in Article 5.3.2 of theMOA,

 

such waiver being deemed to be included in the Waiveras extended by the Extension.

 

It is understood that the Extension will notprejudice the exercise of any of your rights under the Credit Agreement inrespect of:

 

•                  any Potential Events of Default or Events ofDefault other than those described in the Waiver that have occurred or mayoccur, and

 

•                  after the expiry of the Waiver, any Events ofDefault or Potential Events of Default described in the Waiver.

 

It is also understood that in no way is theExtension to be considered in and of itself, on whatever basis, an implicit orexplicit acknowledgement by the Borrowers, of the existence of an Event ofDefault or Potential Event of Default described in the Waiver.

 

**III.****                                 General**

 

# 1.                    Undertakings (the “Undertakings”):

#  

a)              Euro Disney SCA agrees to maintain and extenduntil 1st December 2004 the mission [*literal translation*]of KPMG under the *Audit mission of the negotiation models and Long-TermForecasts of the Euro Disney Group* dated November 10, 2003,which is based on the model developed by the Agents.

 

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b)             Euro Disney SCA undertakes to pay, onpresentation of reasonably detailed documents, all reasonable fees and expensesand any value-added taxes related thereto of the legal counsels of the Agentsin connection with the Amendments and the Extension.

 

# 2.                    Conditions precedent:

#  

Theeffectiveness of the Amended MOA, the Extension and the Undertakings will besubject to the occurrence of the following conditions precedent:

 

a)              delivery to the Agents of a copy of a letterfrom TWDC to Euro Disney SCA whereby TWDC formally agrees to the Amendments;and

 

b)             unanimous acceptance of the Offer by all theCreditors (all of the Phase IA Banks, Phase IA Partners, Phase IB Banks, PhaseIB Lenders and CDC); and

 

c)              an extension given by the CDC and under thePhase IB Advances Agreement and the Phase IB Credit Facility Agreement underterms and conditions similar to the Extension.

 

# 3.                    Termination events:

#  

TheExtension may be terminated, if the Agent deems it fit, if one of the followingoccurs before the expiry of the Extension in accordance with paragraph 4 below:

 

a)                                     any payment of royalties due to The Walt DisneyCompany (Netherlands) B.V. or of the Management Fee for the fiscal years 2003or 2004;

 

b)                                    any repayment under the Standby RevolvingCredit Facility which has the effect of bringing the outstanding amount of theStandby Revolving Credit Facility below € 120 million before the EffectiveDate; and

 

c)                                     the total amount of the Guarantee Deposits isnot maintained at the level contemplated by Article 7.1.2 of the MOA.

 

# 4.                    Duration

#  

Subjectto the occurrence of one or more of the termination events set forth inparagraph 3 above, the Extension shall be in effect through 1 December 2004.

 

# 5.                    Representations and Warranties:

#  

(A)                               Euro Disney SCA represents and warrants to theBanks, who will decide on such basis:

 

a)                                     that it has full capacity to sign this letterand that its undertakings hereunder are valid undertakings enforceable againstit in accordance with their terms;

 

b)                                    that such undertakings are not, in any materialrespect, contrary to the laws and regulations applicable to it, or provisionsof its bylaws, or any provision in an agreement with which it must comply;

 

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c)                                     that, subject to any Potential Events ofDefault or Event of Default subject to the Waiver or as expressly referred toherein , to its knowledge, there is no other Potential Event of Default orEvent of Default, that the Borrowers are not in default under the other BankDebt Agreements and that Euro Disney SCA is not aware of any event which mayresult in such a default.

 

(B)                                Each Bank voting in favor of the Amended MOAwill be deemed to have represented and warranted to Euro Disney SCA that it hasnot identified, at the date of its vote, an event or circumstance that is ormay be a Potential Event of Default or an Event of Default, other than thosementioned in the Waiver.

 

6.                     No Novation

 

Theprovisions of this letter do not modify the provisions of the Bank DebtAgreements or of the loan agreements from the CDC relating to the second park.

 

It is incumbent upon your Agent to organize andreceive your vote in accordance with the provisions of the relevant Bank DebtAgreement.

 

Very truly yours,

 

 
|                                                                                                                            |   |   |
|---------------------------------------------------------------------------------------------------------------------------------|--------|--------|
| Jeffrey  R. Speed  Senior Vice President and Chief Financial Officer of Euro Disney SAS,*Gérant*of* *Euro  Disney SCA |

 

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**Exhibit 1**

 

**ECONOMIC TERMS**

 
| **Interest**:                           |       | Margin over Euribor shall be increased to 300 bps on  the Phase IA Credit Facility Agreement, the Phase IB Credit Facility  Agreement and Tranche C of the IB Partners’ Advances                                                                                                                                               |
|-----------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                |
| ** **                              |       | Interest rates applicable to principal amount of €  48.3 m due on CDC ordinary and *participatif*  loans shall be increased by 200 bps [as per the attached schedule].                                                                                                                                                    |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                |
| **Call Protection:**                    |       | From January 1, 2005 until  December 31, 2007, prepayment under the Phase IA Credit Facility Agreement,  the Phase IB Credit Facility Agreement and Tranche C of the IB Partners’  Advances can be made, in whole only, at the following percentages of the then  outstanding principal:                                       |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                |
| ** **                              |       | From January 1, 2005 until  December 31, 2005: 103%;                                                                                                                                                                                                                                                                                |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                |
| ** **                              |       | From January 1, 2006 until  December 31, 2006: 102%; and                                                                                                                                                                                                                                                                            |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                |
| ** **                              |       | From January 1, 2007 until  December 31, 2007: 101%.                                                                                                                                                                                                                                                                                |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                |
| **Standby Revolving  Credit Facility:** |       | as of the Effective Date,  €10 m principal amount will be permanently forgiven under the Standby  Revolving Credit Facility (it being understood that this will not affect  references to the amount of €110m, which will remain unchanged in Article 3.5  of the MOA relating to the Standby Revolving Credit Facility). |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                |
| **CDC 2nd gate loan  interest:**        | ** ** | CDC 2nd gate loan  interest in the amount of €2.5 m per year from Financial Year 2005 to  Financial Year 2012 will be permanently forgiven.                                                                                                                                                                                    |

 

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**OTHER TERMS**

 
| **Clause 7.8 of MOA**  |   | “In the event of the Share  Capital Increase Realisation and with effect from the Share Capital Increase  Date:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **             |   | In  consideration of TWDC’s participation in the Euro Disney Group’s financial  restructuring, each of the Creditors hereby waives all rights, claims, or  causes of action which it may now or hereafter have against TWDC or any of  its officers, directors or employees by reason of any act or omission prior  to the Signature Date in respect of Euro Disneyland in France (as defined in  the Master Agreement), except where such right, claim or cause of action  arises out of (a) a willful or fraudulent misrepresentation or (b) *faute lourde* (gross negligence) or (c) activities  constituting a *délit* or a *crime*  under French law, of TWDC or of the relevant officer, director or employee;  and |
| ** **             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **             |   | Each  of the Creditors acknowledges and agrees that neither TWDC nor any of its  officers, directors or employees is or will be considered, by reason of  participating in any transaction comprised in the Euro Disney Group’s  financial restructuring, to be a guarantor of or surety for Euro Disney under  the Bank Debt Agreements. This paragraph shall not be interpreted as a  limitation of the terms and provisions of the previous paragraph.”                                                                                                                                                                                                                                                                     |
| ** **             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Restructuring Fee**  |   | Article 7.2.1 of the MOA shall be amended by the  substitution of “1%” for “0.80%”, “0.25% for “0.20%” and “0.75%” for “0.60%”.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ** **             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Increased Security** |   | The Company will endeavor to provide additional  security in the form of an extension of the existing mortgage security on the  ACP assets until 2012, provided, however, that this effort does not result in  any additional cost exceeding €100,000 (e.g. registration duties, notary  fees, etc.).                                                                                                                                                                                                                                                                                                                                                                                                                               |

 

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