**Exhibit 4.20**

 
| TO:    | **BNP Paribas**                                  |
|--------|--------------------------------------------------|
|   | E.C.E.P.                                         |
|   | Project Finance                                  |
|   | 37, place du Marché Saint Honoré       |
|   | 75001 Paris                                      |
|   |                                             |
| TO:    | **CALYON**                                       |
|   | 9, quai du Président Paul Doumer            |
|   | 92920 Paris La Défense Cédex           |
|   |                                             |
| TO:    | **Caisse des Dépôts et Consignations** |
|   | 72, avenue Pierre Mendès-France             |
|   | 75013 Paris                                      |
|   |                                             |
| FROM:  | **The Walt  Disney Company (Netherlands) B.V**   |

 

December 1, 2004

Dear Sirs:

 

We enclose a copy of a letter sent by The Walt Disney Company(Netherlands) B.V. to Euro Disney S.C.A. (scheduled hereto).  Terms defined in the letter have the samemeanings for the purposes of this letter.

 

We hereby confirm that, so long as any amount remains unpaid in respectof the CDC Loan Agreements, the CDC Second Park Agreements, the Phase IA CreditFacility Agreement, the Phase IB Credit Facility Agreement, the Phase IBAdvances Agreement, the Phase IA Partners Advances Agreement, you will beentitled, in the case of CDC, in respect of the CDC Loan Agreements and the CDCSecond Park Agreements, in the case of BNP Paribas, as Agent for the Phase IABanks in respect of the Phase IA Credit Facility Agreement, and in the case ofCALYON, as Agent for the Phase IB Banks and Phase IB Lenders in respect of thePhase IB Credit Facility Agreement and the Phase IB Advances Agreement and asAgent for the Phase IA Partners in respect of the Phase IA Partners AdvancesAgreement, to take all measures with a view to enforcing the provisions of theletter.

 

This letter is provided to you, 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 Phase IA Partners inrespect of the Phase IA Partners Advances Agreement, for your exclusive benefitand that of the institutions whose Agents are BNP Paribas and CALYONrespectively.  No provision of thisletter will grant any third party or will create in favour of any third party,other than such institutions, in their capacity as creditors under the Phase IACredit Facility Agreement, the Phase IB Credit Facility Agreement, the Phase IBAdvances Agreement, and the Phase IA Partners Advances Agreement, any right orrecourse whatsoever which would not exist in the absence of this letter.

 

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This letterwill cease to have any effect in the event of the provisions of article 3.2 (*Royalties and Management Fees)* of the Memorandum ofAgreement being terminated in accordance with the provisions of article 7.7 (*Termination)* of the Memorandum of Agreement.

 

The provisions of this letter are governed by and shall be construed inaccordance with French law.   Any disputerelating thereto will be referred to the competent court within the resort ofthe Paris Court of Appeal.

 

This letter is furnished in the English language and in the Frenchlanguage by us to you in connection with the financial restructuring of theEuro Disney project and is solely for the benefit of the Creditors and theirrespective assignees.  In the event ofany discrepancy between the English version and the French version, the Frenchversion will prevail.

 

Very trulyyours,

 

 

[SIGNATURES BEGIN ON NEXT PAGE]

 

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|   |                                                    |   |
|--------|---------------------------------------------------------|--------|
|   | The Walt  Disney Company (Netherlands) B.V.             |
|   | by:                                                     |
|   |                                                    |
|   |                                                    |   |
|   | Signed by  way of agreement by Disney Enterprises, Inc. |
|   | by: Joseph  M. Santaniello                              |

 

 

Accepted in the name and onbehalf of the Phase IA Banks party to the Phase IA Credit Facility Agreement

 

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

 

 

Accepted in the name and onbehalf of the Phase IB Banks and Phase IB Lenders party to the Phase IB CreditFacility Agreement and Phase IB Advances Agreement and in the name of the PhaseIA Partners party 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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| TO:    | **Euro  Disney S.C.A.**                        |
|--------|------------------------------------------------|
|   | Immeubles  Administratifs                      |
|   | Route  Nationale 34                            |
|   | 77700 Chessy                                   |
|   |                                           |
| FROM:  | **The Walt Disney Company (Netherlands) B.V**. |
|   | ** **                                     |
| Re:    | Royalties                                      | December  1, 2004 |

 

Dear Sirs,

 

We refer to:

 

(i)                                     theLicence Agreement (as modified, the “Licence Agreement “) dated as of February28, 1989 among Disney Enterprises, Inc. (formerly known as The Walt DisneyCompany), The Walt Disney Company (Netherlands) B.V. (the “Licensor”) astemporary successor thereof and Euro Disney S.C.A. (the “Licensee”);

 

(ii)                                  theCommon Agreement dated 10 August 1994 as amended and restated in accordancewith the Common Agreement Amendment and Restatement dated December 1, 2004;

 

(iii)                               theletter dated December 1, 2004 from Euro Disney S.A.S. to you relating toManagement Fees (the “Letter”).

 

Terms definedin the *statuts*, in the Common Agreement and inthe Common Agreement Amendment and Restatement have the same meanings for thepurposes of this letter.

 

Notwithstanding theprovisions of any other document:

 

(A)                        We agreeto receive Royalties on an annual rather than on a quarterly basis in respectof each of your Financial Years 2005 to 2014 inclusive (it being understoodthat other provisions of Section 6.1 of the Licence Agreement, includingprovisions regarding the determination of the amount of the Royalties whichwill continue to be determined on a quarterly basis, will continue to beapplied in accordance with their current terms) such Royalties being due andpayable subject to (B) and (C) below, not later than five Business Days followingthe date on which the Agents receive the Performance Indicator Report, verifiedand confirmed, or, as the case may be, validated by the Expert, in accordancewith the Common Agreement and the Covenants.

 

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(B)                                Weaccept the deferral of the Management Fees due in respect of each of yourFinancial Years 2005 to 2009 inclusive, up to a total amount of€25 million, excluding taxes, per Financial Year (after deducting anydeferred Management Fee in respect of such Financial Year in accordance withparagraph (B) of the Letter), the amount so deferred constituting SubordinatedLong Term Debt bearing interest at an annual rate of 12 months EURIBORcapitalized annually in accordance with article 1154 of the Civil Code until 1January 2017; with effect from that date interest calculated at the above ratewill become due and payable annually in arrear. Upon each deferral you willissue in our favour an acknowledgement of debt evidencing such SubordinatedLong Term Debt including in substance the terms of the Promissory Note annexedto the Standby Revolving Credit Supplemental Agreement;

 

(C)                                Weaccept, without prejudice to the foregoing in respect of Financial Years 2007,2008 and 2009, the deferral of Management Fees due in respect of each of yourFinancial Years 2007 to 2014 inclusive, if the Performance Indicator, or, asthe case may be, the pro forma Performance Indicator for the relevant FinancialYear (the “Financial Year PI”) is lower than the reference n°1 PerformanceIndicator for such Financial Year in an amount equal to the difference betweenreference Performance Indicator n° 1 and the Financial Year PerformanceIndicator, up to an amount of €25 million, excluding taxes, per FinancialYear; the amount so deferred shall constitute Subordinated Long Term Debtbearing interest at an annual rate of 12 months EURIBOR capitalized annually inaccordance with article 1154 of the Civil Code until 1 January 2017; witheffect from that date interest calculated at the above rate will become due andpayable annually in arrear. Upon each deferral you will issue in our favour apromissory note evidencing such Subordinated Long Term Debt including insubstance the terms of the Promissory Note annexed to the Standby RevolvingCredit Supplemental Agreement.

 

The provisions of this letter will be for the exclusive benefit of EuroDisney Associés S.C.A. as Licensee upon realisation of the Contribution inaccordance with the Contribution Agreement. In addition, all rights andobligations of the Licensor pursuant to this letter will be deemed transferredto, and inure to the benefit of, any successors to the Licensor under theLicence Agreement.

 

This letter will cease to have any effect in the event of theprovisions of article 3.2 (Royalties and Management Fees) of the Memorandum ofAgreement being terminated in accordance with the provisions of article 7.7(Termination) of the Memorandum of Agreement.

 

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The provisions of this letter are governed by French law.  Any dispute relating thereto will be referredto the Paris Commercial Court.

 

Very truly yours,

 

 

[SIGNATURES BEGIN ON NEXT PAGE]

 

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|   |                                       |   |
|--------|--------------------------------------------|--------|
|   | The Walt Disney Company (Netherlands) B.V. |
|   | By:                                        |

 

 
|   |                                                    |   |
|--------|---------------------------------------------------------|--------|
|   | Signed by way of agreement by Disney  Enterprises, Inc. |
|   | By: Joseph M. Santaniello                               |

 

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**Annex to the Letter**

# **Reference Performance Indicator n° 1**

 

**Reference Sequencein million euros**

** **
| **Financial  Year**    | ** ** | **2005** | ** ** | **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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