Translation for information purpose only [EURO DISNEY SCA LETTERHEAD]

Exhibit 4.1
 
Translation for information purpose only
 
[EURO DISNEY SCA LETTERHEAD]
 
Chessy, September 30th , 2002
 
  Re:

  Euro Disneyland in France

  Common Agreement dated 10th August 1994

  (the “Common Agreement”)

  Request for derogation

  To:

  1.

  The

  first voting group, composed of the Phase IA Banks

  represented by their Agent, BNP Paribas, for the

  attention of Xxx. Xxxxxxx Xxxxxx

  2.

  The

  second voting group, composed of the Phase IA Partners

  represented by their Agent, Credit Agricole

  Indosuez, for the attention of Xxx. Xxxxxxxxx Xxxxxxxxxxx

  3.

  The

  third voting group, composed of the Phase XX Xxxxx and Lenders

  represented by their Agent, Credit Agricole

  Indosuez, for the attention of Xxx. Xxxxxxxxx Xxxxxxxxxxx

  4.

  The

  fourth voting group, composed of the “Caisse des Dépôts et Consignations”

  pursuant to the CDC Loan Agreements

  for the attention of Xx. Xxxxxxx Xxxxxxxx

  (hereinafter collectively referred to as the

  “Creditors”)

86

Dear Xxxxxx and Sirs:
 
We refer to the Common Agreement and to the various

Financing Contracts (as defined in the Common Agreement) to which you are

parties.
 
1.             Definitions 
 
1.1.                             For the purposes

hereof, the defined terms and expressions, identified by initial capital

letters, shall have the meanings ascribed to them in the Common Agreement, in

the Covenants (as hereinafter defined) or in any one of the Financing

Contracts. In addition, the terms set out below shall be defined as follows:
 
  “Derogation”:

  means the derogation requested from the Creditors

  pursuant to paragraph 2 herebelow (Request for Derogation).

  “Covenants”:

  means the Covenants as amended following (i) the

  consultation of Creditors of 25th September 1995 relating to the modification

  of the Information Undertakings compliance periods; and (ii) the consultation

  of Creditors of 6th September 1999 relating to the Xxxx Disney Studios.

  “EBITDA”

  :

  means Euro Disney SCA’s consolidated income before

  lease and net financial charges, excluding depreciation and amortization, as

  stated on Euro Disney SCA’s consolidated quarterly accounts, deducting

  exceptional losses, if any ; the EBITDA for the first, second and third

  quarters of fiscal year 2003 will be communicated to the Senior Debt Agents

  for the implementation of paragraph 4.1 (b) herebelow in the form of the

  budget set forth in the Information Memorandum and together with a

  representation from Euro Disney SCA’s Accounting Director that it is true and

  fair and complies with the accounting principles used for the determination

  of the budget of the Euro Disney Group which was used as a basis for the

  Reference EBITDA. In addition, Euro Disney SCA shall communicate to the

  Senior Debt Agents, upon completion by Euro Disney SCA’s statutory auditors

  of their review of the consolidated financial accounts of the Euro Disney

  Group for the first semester of 

87

  fiscal year 2003, a copy of the interim report

  issued by the statutory auditors, which report shall contain a certification

  of the EBITDA for the first and second quarters of fiscal year 2003.

  “Reference

  EBITDA” :

  means, for each of the first, second and third

  quarters of fiscal year 2003, the amount set forth in the Annex attached

  hereto, provided however that this amount will be reduced by the amount

  (within the limit of a total amount of 500,000 euros per quarter) of the

  contribution to the consolidated EBITDA of the Euro Disney Group which was

  generated in fiscal year 2002 from the assets, if any, having been the

  subject of a Sale of Assets during fiscal year 2003, on a prorata basis from

  the effective date of said Sale of Assets.

  “Information

  Memorandum” :

  means the English language document dated September

  27 2002 entitled “Information Memorandum” and attached hereto.

  “Sale

  of Assets” :

  means any transaction relating to one or more assets

  operated by the Euro Disney Group resulting in a reduction of the contribution

  to the EBITDA of the Euro Disney Group.

1.2                                 References to Articles are references to articles of

the Common Agreement or the Covenants, unless provided otherwise.
 
1.3                                 References to paragraphs are references to the

paragraphs of this letter, unless provided otherwise
 
2.                                      Request for Derogation   
We request that you

agree to consider for fiscal year ending 30th September 2002 that the required

minimum ratio set forth in Section 2.(b) of the Covenants (Cumulative Gross

Operating Profit Ratio) shall be 0.673 instead of 0.75.
 
3.             Details of the Derogation
 
3.1.                              In accordance with Article 3.2 of the Common

Agreement, the Agents are responsible for organizing the consultation of the

Creditors and you have a period of twenty one (21) days from the date of

dispatch of the corresponding request by the Agents to send your reply to the

Agent of the Financing Contract to which you are a party.
 
3.2.                              In the event that the Derogation is granted by at

least three of the four voting groups in accordance with the procedures

provided for in the Common
 
88

Agreement, the

Derogation and the other provisions hereunder shall become effective on the

date on which the Agents acknowledge and confirm to the Coordinator and the

Creditors the approval granted by the said voting groups.
 
4.                                      Commitments
 
In consideration, and subject to the condition

precedent of, the granting of the Derogation, Euro Disney SCA :
 
4.1                                 acting in its own name and in the name and on behalf

of EDL Hotels, undertakes (this commitment being deemed to constitute a

commitment under the Covenants and not limiting the existing covenants) to

adjust the Security Deposits as follows :
 
(a)          on October 21, 2002, the total amount of the Security

Deposits will be at least equal to the greatest of the following amounts :
 
(i)                                     the whole of the Debt Service for the six months

ending on March 31, 2003, excluding the amounts due during this period under

the CDC Ordinary Loan Agreements and the CDC Subordinated Loan Agreements ;
 
(ii)                                  one half of the Debt Service for the twelve months

ending on September 30, 2003 ; and
 
(iii)                               an amount equal to six months interest on the total

amount of the Debt calculated at the six month EURIBOR rate as at October 1,

2002.
 
(a)          notwithstanding Article 5.1 (2) of the Common

Agreement, after the expiration of the first, second and third quarters of

fiscal year 2003, the amounts of the Security Deposits will be determined, as

the case may be:
 
(i)                                     according to the calculation formula described in

Article 5.1 (1) (a) of the Common Agreement in the event the Euro Disney

Group’s quarterly accounts for the previous quarter(s) show an EBITDA cumulated

from the beginning of the fiscal year, equal to, or higher than, 110 % of the

Reference EBITDA for the first quarter and 105 % of the cumulative Reference

EBITDA for the second and third quarters,
 
(ii)                                  according to the calculation formula described in

Article 5.1 (1) (b) of the Common Agreement in the event the Euro Disney

Group’s quarterly accounts for the previous quarter(s) show an EBITDA cumulated

from the beginning of the fiscal year lower than 95 % of the cumulative

Reference EBITDA, or
 
(iii)                               according to the calculation formula described in

Article 5.1 (1) (b) of the Common Agreement, reducing however the resulting
 
89

amount by 25 %, in the event the Euro Disney Group’s

quarterly accounts for the previous quarter(s) show an EBITDA cumulated from

the beginning of the fiscal year, higher than, or equal to, 95 % of the

cumulative Reference EBITDA and lower than 110 % of the Reference EBITDA for

the first quarter and 105 % of the cumulative Reference EBITDA for the second

and third quarters.
 
Euro Disney SCA and EDL Hotels shall justify to the

Senior Debt Agents as to the amount to which the Security Deposits are to be

equal and their allocation for the relevant quarter in order to comply with the

provisions hereabove. This amount and this allocation shall be the subject also

of a certification by Euro Disney SCA’s Accounting Director and, on April 21,

2003, by Euro Disney SCA’s statutory auditors.
 
The amounts of the Security Deposits so calculated

will be adjusted on the 20th (or the following business day if not a

business day) of the first month of the relevant quarter, in accordance with

the provisions of Article 5.1 (2) of the Common Agreement.
 
The provisions of Articles 5.1 (3), (4) and (5) are

applicable to the adjustments hereabove;
 
4.2                                 undertakes (this commitment being deemed to constitute

a commitment under the Covenants and not limiting the existing covenants) to

comply with a Cumulative Gross Operating Income Ratio for fiscal year 2003 of

at least 0.71, taking into account the reference amounts for fiscal year 2003

as set forth in Sub-Schedule 2 of the Covenants. It is however provided that

the provisions of Article 5.1 (1) (b) of the Common Agreement will apply on the

date provided in Article 5.2 of the Common Agreement in the event that the

Cumulative Gross Operating Income Ratio is lower than 0.75 for the same fiscal

year;
 
4.3                                 undertakes (this commitment being deemed to constitute

a commitment under the Covenants and not limiting the existing covenants) to

comply with a Cumulative Gross Operating Income Ratio for fiscal year 2004 of

at least the ratio to be negotiated in good faith on the basis of comprehensive

information and projections which will have been provided by Euro Disney SCA,

such new ratio being submitted at that time to the approval of the Creditors

under the rules provided in the Common Agreement. Should no agreement be

reached by September 30, 2003 the minimum Cumulative Gross Operating Income

Ratio for the same fiscal year will be 0.75 , taking into account the reference

amounts as set forth in Sub-Schedule 2 of the Covenants;
 
90

4.4                                 undertakes (this commitment being deemed to constitute

a commitment under the Covenants and not limiting the existing covenants), to

provide the Agents at the latest on April 30, 2003 with detailed cash flow

projections and cash projections on a quarterly basis, covering fiscal years

2003 and 2004 (with a check point on May 31, 2004) according to the table which

has recently been agreed to incorporate in the reporting documents and in the Long

Term Forecast. Euro Disney SCA undertakes to update this table quarterly as

from April 2003.
 
5.                                      Representations and Warranties
 
5.1                                 Subject to 5.3, Euro Disney SCA represents and

warrants to the Creditors that no Borrower is in default of any of its obligations

under the Financing Contracts and that it is not aware of any event the

consequences of which will result in such a default (except under Article 2 (b)

of the Covenants for fiscal year 2002).
 
5.2                                 Subject to 5.3 and except as otherwise stated in the

Information Memorandum, including, specifically, but within limitation, in

particular, the qualifications and warnings contained therein, Euro Disney SCA

represents and warrants to the Creditors that the Information Memorandum was

prepared by Euro Disney SCA with due care and that, at the date hereof, to its

knowledge and in its opinion, the Information Memorandum (i) does not contain

any inaccurate statement as to a material fact and (ii) does not omit any

material fact, in each case, which would render the information contained in

the Information Memorandum misleading for a sophisticated reader, given the

circumstances in which the said information is presented. However,

notwithstanding the foregoing, with respect to the estimates, predictions, forecasts,

drafts, opinions or indications regarding the future of any nature whatsoever

contained in the Information Memorandum (“Declarations as to the Future”), Euro

Disney SCA only represents and warrants that the Declarations as to the Future

were prepared in good faith by Euro Disney SCA on a basis which it considers

reasonable.
 
5.3                                 Notwithstanding any other term or provision

hereof to the contrary (including, specifically, but without limitation,

Articles 5.1 and 5.2 hereof), (i) no representation, warranty or

other statement of any nature, whether express or implied, concerning the

ability of Euro Disney SCA or any of its affiliated companies to meet its

contractual covenants is being made herein or in the Information Memorandum, or

in connection herewith or therewith, relating to any fiscal period(s) of Euro

Disney SCA commencing on or after October 1, 2003 (the “Future Fiscal

Years”), and the omission of any information, statement or projection relating

to any Future Fiscal Years will not be considered as a breach of any

representation and warranty given hereunder; and (ii) any material inaccuracy

in the representations and warranties made hereunder shall only give rise to a

right to damages and shall in no event have any effect on the Derogation obtained

pursuant to this letter or on the Financing Contracts.
 
91

Yours faithfully,
 
  Xxxxx Xxxx

  Xxxxxxxxx Xx Xxxxxxx

  Senior Vice President and

  Vice President Funding &

  Chief Financial Officer of Euro Disney SA

  Sourcing of Euro Disney SA

  Manager (“Gérant”) of Euro Disney S.C.A.

  Manager (“Gérant”) of Euro Disney S.C.A.

92

Annex
 
The amounts of the

Reference EBITDA applicable for the implementation of the provisions of

Paragraph 4.1 hereabove are the following (in million euros):
 
  Cumulative

  Quarter from October 1, 2002 to December 31, 2002 :

  46

  46

  Quarter from January 1, 2003 to March 31, 2003 :

  18

  64

  Quarter from April 1, 2003 to June 30, 2003 :

  95

  159

93

Document Metadata

Table of Contents

Translation for information purpose only [EURO DISNEY SCA LETTERHEAD]

Document Metadata

Re:		Euro Disneyland in France
		Common Agreement dated 10th August 1994
		(the “Common Agreement”)
		Request for derogation

	To:

	1.		The first voting group, composed of the Phase IA Banks
			represented by their Agent, BNP Paribas, for the attention of Xxx. Xxxxxxx Xxxxxx

	2.		The second voting group, composed of the Phase IA Partners

			represented by their Agent, Credit Agricole Indosuez, for the attention of Xxx. Xxxxxxxxx Xxxxxxxxxxx

	3.		The third voting group, composed of the Phase XX Xxxxx and Lenders

			represented by their Agent, Credit Agricole Indosuez, for the attention of Xxx. Xxxxxxxxx Xxxxxxxxxxx


	4.		The fourth voting group, composed of the “Caisse des Dépôts et Consignations” pursuant to the CDC Loan Agreements
			for the attention of Xx. Xxxxxxx Xxxxxxxx

	(hereinafter collectively referred to as the “Creditors”)

“Derogation”:		means the derogation requested from the Creditors pursuant to paragraph 2 herebelow (Request for Derogation).

“Covenants”:		means the Covenants as amended following (i) the consultation of Creditors of 25th September 1995 relating to the modification of the Information Undertakings compliance periods; and (ii) the consultation of Creditors of 6th September 1999 relating to the Xxxx Disney Studios.

“EBITDA” :		means Euro Disney SCA’s consolidated income before lease and net financial charges, excluding depreciation and amortization, as stated on Euro Disney SCA’s consolidated quarterly accounts, deducting exceptional losses, if any ; the EBITDA for the first, second and third quarters of fiscal year 2003 will be communicated to the Senior Debt Agents for the implementation of paragraph 4.1 (b) herebelow in the form of the budget set forth in the Information Memorandum and together with a representation from Euro Disney SCA’s Accounting Director that it is true and fair and complies with the accounting principles used for the determination of the budget of the Euro Disney Group which was used as a basis for the Reference EBITDA. In addition, Euro Disney SCA shall communicate to the Senior Debt Agents, upon completion by Euro Disney SCA’s statutory auditors of their review of the consolidated financial accounts of the Euro Disney Group for the first semester of

		fiscal year 2003, a copy of the interim report issued by the statutory auditors, which report shall contain a certification of the EBITDA for the first and second quarters of fiscal year 2003.

“Reference EBITDA” :		means, for each of the first, second and third quarters of fiscal year 2003, the amount set forth in the Annex attached hereto, provided however that this amount will be reduced by the amount (within the limit of a total amount of 500,000 euros per quarter) of the contribution to the consolidated EBITDA of the Euro Disney Group which was generated in fiscal year 2002 from the assets, if any, having been the subject of a Sale of Assets during fiscal year 2003, on a prorata basis from the effective date of said Sale of Assets.

“Information Memorandum” :		means the English language document dated September 27 2002 entitled “Information Memorandum” and attached hereto.

“Sale of Assets” :		means any transaction relating to one or more assets operated by the Euro Disney Group resulting in a reduction of the contribution to the EBITDA of the Euro Disney Group.

Xxxxx Xxxx	Xxxxxxxxx Xx Xxxxxxx
Senior Vice President and	Vice President Funding &
Chief Financial Officer of Euro Disney SA	Sourcing of Euro Disney SA
Manager (“Gérant”) of Euro Disney S.C.A.	Manager (“Gérant”) of Euro Disney S.C.A.

		Cumulative

Quarter from October 1, 2002 to December 31, 2002 :	46	46

Quarter from January 1, 2003 to March 31, 2003 :	18	64

Quarter from April 1, 2003 to June 30, 2003 :	95	159

Translation for information purpose only [EURO DISNEY SCA LETTERHEAD]

1. Definitions

2. Request for Derogation

Document Metadata