EXHIBIT 4(c)
AMENDMENT NO. 1 TO FIVE-YEAR CREDIT AGREEMENT
This AMENDMENT NO. 1 TO FIVE-YEAR CREDIT AGREEMENT, dated as
of October 24, 2003 (this "Amendment"), among THE XXXX DISNEY COMPANY, a
Delaware corporation (the "Borrower"), THE LENDERS (as defined below), and
CITICORP USA, INC., as Administrative Agent (in such capacity the
"Administrative Agent"), on behalf of itself and the Lenders,
W I T N E S S E T H:
WHEREAS, reference is made to that certain Five-Year Credit
Agreement, dated as of March 8, 2000, among the Borrower, the several banks and
other financial institutions from time to time party thereto (each, a "Lender"
and, collectively, the "Lenders"), the Syndication Agent and Co-Documentation
Agents party thereto and the Administrative Agent (as the same has been or may
be further amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), pursuant to which the Lenders have extended and agreed to
extend credit to the Borrower on the terms and subject to the conditions set
forth therein;
WHEREAS, the Borrower has requested that the Credit Agreement
be amended in accordance with the terms set forth herein;
WHEREAS, the Majority Lenders have agreed to the requested
amendment; and
WHEREAS, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Definitions.
Unless otherwise specifically defined herein, capitalized
terms used herein shall have their respective meanings assigned to such terms in
the Credit Agreement.
SECTION 2. Amendments.
Subject to the effectiveness of this Amendment in accordance
with Section 4 hereof, the Credit Agreement is hereby amended as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended by
inserting the following definitions in appropriate alphabetical order:
"'EURO DISNEY ENTITY means any Subsidiary of the
Borrower and any other Person whose equity securities or
interests are owned, directly or indirectly, in whole or in
part, by the Borrower or any of its Subsidiaries, the primary
business of which is the direct or indirect ownership,
management, operation, design, construction and/or financing
of the recreational, commercial and residential facilities and
complex, or any part thereof or any addition thereto, commonly
known as `Euro Disney', `Euro Disneyland' or `Disneyland
Resort Paris', located in Marne-xx-Xxxxxx, France, which
Subsidiaries and other Persons
include, without limitation, as of the date hereof, Euro
Disney Investments, Inc., EDL S.N.C. Corporation, Euro Disney
Associes S.N.C., Euro Disneyland SNC, Euro Disney SCA, Euro
Disneyland Participations S.A., Euro Disney S.A., EDL Holding
Company, EDL Participations S.A., Centre de Congres Newport
S.A.S., Euro Disneyland Imagineering S.a.r.l. and Societe de
Gerance d'Euro Disneyland SA.
"'SUBSIDIARY' means, with respect to any Person, any
(a) corporation (or foreign equivalent) or (b) general
partnership, limited partnership or limited liability company
(or foreign equivalent) (each, a `NON-CORPORATE ENTITY'), in
either case, of which more than 50% of the outstanding capital
stock (or comparable interest) having ordinary voting power
(irrespective of whether at the time capital stock (or
comparable interest) of any other class or classes of such
corporation or Non-Corporate Entity shall or might have voting
power upon the occurrence of any contingency) is at the time
directly or indirectly (through one or more Subsidiaries)
owned by such Person. In the case of a Non-Corporate Entity, a
Person shall be deemed to have more than 50% of interests
having ordinary voting power only if such Person's vote in
respect of such interests comprises more than 50% of the total
voting power of all such interests in such Non-Corporate
Entity. For purposes of this definition, any managerial powers
or rights comparable to managerial powers afforded to a Person
solely by reason of such Person's ownership of general partner
or comparable interests (or foreign equivalent) shall not be
deemed to be `interests having ordinary voting power'."
(b) Section 1.01 of the Credit Agreement is further amended by
amending the definition of the term "Material Subsidiary" to read in
its entirety as follows:
"'MATERIAL SUBSIDIARY' means, at any date of
determination, a Subsidiary of the Borrower (other than a Euro
Disney Entity) that, either individually or together with its
Subsidiaries, taken as a whole, has total assets exceeding
$100,000,000 on such date."
(c) Section 1.01 of the Credit Agreement is further amended by
deleting the definition of the term "Significant Subsidiary".
(d) The Credit Agreement is amended by replacing the word
"subsidiary" with the word "Subsidiary" in every instance appearing
therein.
(e) The second sentence of Section 4.01(a) of the Credit
Agreement is amended by replacing the words "and each of the
Significant Subsidiaries" appearing therein with the words ", Disney
and ABC".
(f) Section 6.01(e) of the Credit Agreement is amended to read
in its entirety as follows:
"(e) The Borrower or any of its Subsidiaries (other
than a Euro Disney Entity) shall fail to pay any principal of or
premium or interest on any Debt of the Borrower or such Subsidiary
which is outstanding in a principal amount of at least
2
$250,000,000 in the aggregate, when the same becomes due and payable
(whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure (i) shall continue after the
applicable grace period, if any, specified in the agreement or
instrument relating to such Debt and (ii) shall not have been cured or
waived; or any other event shall occur or condition shall exist under
any agreement or instrument relating to any such Debt and shall
continue after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such event or condition is to
accelerate, or to permit the acceleration of, the maturity of such
Debt; or any such Debt shall be declared to be due and payable, or
required to be prepaid (other than by a regularly scheduled required
prepayment), redeemed, purchased or defeased, or an offer to prepay,
redeem, purchase or defease such Debt shall be required to be made, in
each case prior to the stated maturity thereof; or".
SECTION 3. Representations and Warranties.
The Borrower represents and warrants to the Administrative
Agent and each of the Lenders that, after giving effect to this Amendment:
(a) The representations and warranties set forth in the Credit
Agreement are true and correct in all material respects except to the extent
such representations and warranties expressly related to an earlier date;
(b) The Borrower is in compliance in all material respects
with all other terms and provisions contained in the Credit Agreement required
to be observed or performed;
(c) No Event of Default has occurred and is continuing;
(d) The Borrower has the corporate power and authority to
execute, deliver and perform this Amendment and has taken all corporate actions
necessary to authorize the execution, delivery and performance of this
Amendment;
(e) This Amendment has been duly executed and delivered on
behalf of the Borrower by a duly authorized officer of the Borrower;
(f) The execution, delivery and performance of this Amendment
will not violate any applicable requirement of law or any material contractual
obligation binding on the Borrower or any of its Subsidiaries; and
(g) No consent or authorization of, filing with, notice to or
other act by or in respect of, any governmental authority or any other Person is
required in connection with the execution, delivery or performance by the
Borrower of this Amendment.
SECTION 4. Effectiveness.
This Amendment shall become effective on the date the
Administrative Agent receives executed copies of this Amendment from the
Borrower and the Majority Lenders. The Administrative Agent shall promptly
notify the Borrower and the Lenders of the effective date hereof, and such
notice shall be conclusive and binding on all parties hereto.
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SECTION 5. Miscellaneous.
(a) Except as expressly set forth herein, this Amendment shall
not, by implication or otherwise, limit, impair, constitute a waiver
of, or otherwise affect the rights and remedies of the Lenders or the
Administrative Agent, under the Credit Agreement, and shall not alter,
modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement,
all of which are ratified and affirmed in all respects and shall
continue in full force and effect. Nothing herein shall be deemed to
entitle the Borrower to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement
in similar or different circumstances. This Amendment shall apply and
be effective only with respect to the provisions of the Credit
Agreement specifically referred to herein.
(b) As used in the Credit Agreement, the terms "Agreement,"
"herein," "hereinafter," "hereunder," "hereto," and words of similar
import shall mean, from and after the date hereof, the Credit Agreement
as amended by this Amendment.
(c) Section headings used herein are for convenience of
reference only and are not to affect the construction of, or to be
taken into consideration in interpreting, this Amendment.
(d) THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. The parties hereto each
hereby consents to the non-exclusive jurisdiction of the state and
federal courts of the State of New York.
(e) This Amendment may be executed in any number of
counterparts, each of which shall be an original but all of which, when
taken together, shall constitute but one instrument. Delivery of an
executed counterpart of this Amendment by fax will be deemed as
effective delivery of an originally executed counterpart.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
THE BORROWER
THE XXXX DISNEY COMPANY
By: /s/ Xxxxxxxxx XxXxxxxx
-----------------------------------------
Title: Senior Vice President and Treasurer
THE ADMINISTRATIVE AGENT
CITICORP USA, INC.,
as Administrative Agent
By: /s/ J. Xxxxxxx Xxxxx
-----------------------------------------
Title: Vice President
THE SYNDICATION AGENT
BANK ONE, N.A.,
as Syndication Agent
By:
-----------------------------------------
Title:
THE CO-DOCUMENTATION AGENTS
HSBC BANK USA,
as Co-Documentation Agent
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------------
Title: First Vice President
SUNTRUST BANK,
as Co-Documentation Agent
By:
-----------------------------------------
Title:
INITIAL LENDERS
CITICORP, USA, INC.,
as Lender
By: /s/ J. Xxxxxxx Xxxxx
-----------------------------------------
Title: Vice President
BANK OF AMERICA, N.A.,
as Lender
By: /s/ Xxxxxx X. Xxxx
-----------------------------------------
Title: Principal
BARCLAYS BANK PLC,
as Lender
By: /s/ L. Xxxxx Xxxxxx
-----------------------------------------
Title: Director
DEUTSCHE BANK, AG
as Lender
By: /s/ Xxxxxxx X. XxXxxxx
-----------------------------------------
Title: Director
By: /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------------
Title: Vice President
BNP PARIBAS,
as Lender
By:
-----------------------------------------
Title:
By:
-----------------------------------------
Title:
JPMORGAN CHASE BANK,
as Lender
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------------
Title: Vice President
HSBC BANK USA,
as Lender
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------------
Title: First Vice President
SUNTRUST BANK,
as Lender
By: /s/ Xxxxxx Xxxxxx
---------------------------------------
Title: Director
CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS
CAYMAN ISLANDS BRANCH
as Lender
By: /s/ Xxx Xxxxx
-----------------------------------------
Title: Director
By: /s/ Xxxxxxx Xxxx
-----------------------------------------
Title: Associate
STANDARD CHARTERED BANK,
as Lender
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Title: Vice President
By: /s/ Xxxxxx Xxxxxxxxxx
-----------------------------------------
Title: Assistant Vice President
BMO XXXXXXX XXXXX FINANCING, INC.,
as Lender
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------
Title: Vice President
FLEET BANK, N.A.,
as Lender
By:
-------------------------------------------
Title:
UBS AG, CAYMAN ISLANDS BRANCH,
as Lender
By: /s/ Xxxxxxxx X'Xxxxx
-----------------------------------------
Title: Director
By: /s/ Xxxxxxx X. Saint
-----------------------------------------
Title: Associate Director
UFJ BANK LIMITED,
as Lender
By: /s/ Toshiba Xxxx
-----------------------------------------
Title: Vice President
BANCA DI ROMA -- SAN FRANCISCO,
as Lender
By:
-----------------------------------------
Title:
By:
-----------------------------------------
Title:
BANCA INTESA NEW YORK BRANCH,
as Lender
By: /s/ X. Xxxxxx
-----------------------------------------
Title: Vice President
By: /s/ X. Xxxxxxx
-----------------------------------------
Title: First Vice President
BANK OF TOKYO-MITSUBISHI, LTD.
as Lender
By:
-----------------------------------------
Title:
By:
-----------------------------------------
Title:
ING BANK N.V.,
as Lender
By:
-----------------------------------------
Title:
By:
-----------------------------------------
Title:
XXXXXX COMMERCIAL PAPER INC.,
as Lender
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Title: Authorized Signatory
MIZUHO CORPORATE BANK, LTD.,
as Lender
By: /s/ Xxxx Grunich
----------------------------------
Title: Vice President
SVENSKA HANDELSBANKEN AB (PUBL),
as Lender
By: /s/ Xxxxx Xxxx
----------------------------------
Title: Senior Vice President
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------
Title: Vice President
THE NORTHERN TRUST COMPANY,
as Lender
By:
----------------------------------
Title:
UNION BANK OF CALIFORNIA, N.A.,
as Lender
By: /s/ Xxxxx Xxxxxx
----------------------------------
Title: Vice President
WESTLB AG, NEW YORK BRANCH,
as Lender
By: /s/ Xxxxxxxxx Xxxxxxxxxx
----------------------------------
Title: Managing Director
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------
Title: Executive Director
XXXXX FARGO BANK, N.A.,
as Lender
By: /s/ Xxxxxxx Xxxx Xxxxx
----------------------------------
Title: Vice President
