**Exhibit 4.18 (b)**

 

** **

**AMENDED AND RESTATED**

**SUBORDINATION AGREEMENT**

 

** **

**DATED 1 DECEMBER 2004**

 

 

**BETWEEN**

 

*The Borrower*

* *

**EURO DISNEY ASSOCIÉS SCA**

* *

 

**AND**

 

 

**THE SUBORDINATED CREDITOR**

 

 

**AND**

 

 

*The Senior Agents and the SeniorSCA Agents*

* *

**LA CAISSE DES DÉPÔTS ET CONSIGNATIONS**

**BNP PARIBAS**

**CALYON**

 

 

**AND**

 

**THE SENIOR CREDITORS**

 

 
| **ASSOCIATION D’AVOCATS A LA  COUR DE PARIS**                                                               |
|------------------------------------------------------------------------------------------------------------------|
| **26, cours Albert 1er  75008 Paris   Tél. +33 (0)1 40 75 60 00  Fax  +33 (0)1 43 59 37 79** |
| **E-mail   info@gide.com  www.gide.com**                                                               |

 

 

 

PROJET GLN

 

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**BETWEEN**

 

**1.****                           ****EURO DISNEYASSOCIES,**apartnership limited by shares, with a share capital of € 109,997,848.20,having its registered office at Immeubles Administratifs, Route Nationale 34,Chessy 77700, registered on the Meaux Trade and Companies Register under number397 471 822, represented by Mr. Jeffrey R. Speed, duly authorised forthe purpose hereof,

 

hereinafter referred to as “**Euro Disney S.C.A.**” or the “**Borrower**”,

 

**2.****                           ****LA CAISSE DESDEPOTS ET CONSIGNATIONS**, a special financial institution created by the Act of 28 April 1816,governed by sections L. 518-2 *et seq*.of the Monetary and Financial Code, having its principal office at 56 Rue deLille, 75007 Paris, represented by Mr. Jean François de Caffarelli, dulyauthorised for the purpose hereof,

 

hereinafter referred to as “**CDC**”,

 

**3.****                           ****BNP PARIBAS**, a *société anonyme* having its principal office at 16 Boulevarddes Italiens, 75009 Paris, represented by Mrs. Martine Aubert and Mr. JeanOlivier, duly authorised for the purpose hereof,

 

**4.****                           ****CALYON**, a *société anonyme* having its principal office at 9 Quai duPrésident Paul Doumer, 92920 Paris La Défense, represented by Mr. MichelAnastassiades and Mr. Jean-Hervé Cariou, duly authorised for the purposehereof,

 

It is hereby specified that:

 

(i)                                     Caisse des Dépôts et Consignationsis acting in its capacity as lender in respect of the CDC Phase I Loans, and inthat of Senior Agent and Senior SCA Agent;

 

(ii)                                  BNP Paribas is acting in itscapacity as creditor, Senior Agent and Senior SCA Agent, on its own behalf andon behalf of the creditors under the Phase IA Credit Facility Agreement;

 

(iii)                               Calyon is acting in its capacityas creditor, Senior Agent and Senior SCA Agent, on its own behalf and on behalfof the creditors in respect of the Phase IB Credit Facility Agreement, Phase IAPartners’ Advances, Phase IB Advances, the Sublease Agreement and the LeaseAgreement, and

 

(iv)                              CDC is acting in its capacity aslender in respect of the CDC Second Park Loans;

 

the creditors referred to in paragraphs (i) to (iii)above being hereinafter referred to collectively as the “**Senior****Creditors**”,CDC as referred to in paragraph (iv) above being hereinafter referred to as the“**Subordinated Creditor**”, andtogether with all of the parties to this agreement, as the “**Parties**”.

 

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**TABLE OF CONTENTS**

** **
| **1.**     | **DEFINITIONS**        |
|------------|------------------------|
| ** ** | ** **             |
| **2.**     | **SUBORDINATION**      |
| ** ** | ** **             |
| **3.**     | **GENERAL PROVISIONS** |

 

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**PREAMBLE:**

 

**(A)****         **Pursuant to the Senior SCA Finance Facility,the Borrower has obtained certain loans, advances or credit facilities and is liablefor payments under lease agreements.

 

**(B)****         **Pursuant to the Senior Finance Facility, (i)the Borrower, some of the Borrower’s subsidiaries, Euro Disneyland SNC and theHotel SNCs have obtained certain loans, advances or credit facilities and (ii)the Borrower is liable for payments under lease agreements.

 

**(C)****         **Pursuant to four agreements dated 30September 1999 between Euro Disney S.C.A. and CDC, CDC has extended loans toEuro Disney S.C.A. (in tranches A to D) for an aggregate of three hundred andeighty-one million one hundred and twenty-two thousand euros(€ 381,122,000) in principal, to finance the construction of the SecondTheme Park (the “**Second Park CDC LoansAgreements**”).

 

**(D)****         **Pursuant to a subordination agreement enteredinto on 19 October 1999, between*, inter alia*,Euro Disney S.C.A., CDC, BNP Paribas and Calyon, CDC has consented tosubordinate its rights to repayment of the principal and payment of interestand fees under the Second Park CDC Loans Agreements to the prior full repaymentof all sums owed under the Senior Finance Facilities and the Senior SCA FinanceFacilities (the “**Original SubordinationAgreement**”). The Original Subordination Agreement has been amendedby an agreement dated as of the date hereof, which purpose is to modify theterms of the Original Subordination Agreement for the period ranging from thesignature date of said amendment to the date of completion of the Transfer (the“**Amendment**”). The Amendment isdestined to be terminated as soon as the Subordination Agreement (as definedbelow) comes into effect.

 

**(E)****          **As a result of financial difficultiesexperienced by the Euro Disney Group, Euro Disney S.C.A, Euro DisneylandS.N.C., EDL Hôtels S.C.A. and the Hotel SNCs, The Walt Disney Company, CDCalong with the banks party to the Phase IA Loan Agreement, the banks party tothe Phase IB Loan Agreement and the Phase IA Partners and the Phase IB, asrepresented by their respective agents BNP Paribas and Calyon, came togetherwith a view to drawing up, on 8 June 2004, a memorandum of agreement for thepurpose of agreeing on the necessary measures for restoring its financialbalance the terms of which had been approved by the steering committee thenamended pursuant to a letter dated 20 September 2004 addressed by Euro DisneyS.C.A. to CDC as well as the Phase IA Banks, the Phase IB Banks, the Phase IAPartners and the Phase IB Partners, said memorandum as amended by theaforementioned letter having been agreed upon by all parties pursuant to aletter dated 30 September 2004 (the “**Memorandumof Agreement**”).

 

**(F)****          **For the purpose of implementing theMemorandum of Agreement, CDC and Euro Disney S.C.A. entered into fouragreements amending and restating the Second Park CDC Loans Agreements on 1December 2004, the aforementioned four agreements governing the loans (namelyTranche A, Tranche B, Tranche C and Tranche D), and will enter into anagreement entitled “Tranche E” no later than on the Share Capital Increase Date(the “**Amended and Restated Second Park CDCLoans Agreements**”), the aforementioned loans being granted by CDC toEuro Disney S.C.A. to finance the Second Theme Park (the “**Second Park CDC Loans**”).

 

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**(G)****         **The Parties wish to enter into this agreement(the “**Subordination Agreement**”) inorder to:

 

(i)               Amend and restate the provisions of the Original SubordinationAgreement to take into account the contents of the Memorandum of Understandingand the Amended and Restated Second Park CDC Loans Agreements;

 

(ii)              set forth how the subordination provisions contained in clause 7 of theAmended and Restated Second Park CDC Loans Agreements are to be implemented;

 

(iii)             set forth the conditions under which the Senior Creditors may make useof their acceleration rights, if applicable, under finance agreementspertaining to the Senior Finance Facilities (the “**Priority Events of Default**”); and

 

(iv)             set forth the conditions on which CDC may apply and enforce theprovisions of clause 10 (*Event of Default*)of each of the Amended and Restated Second Park CDC Loans Agreements.

 

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**NOW, THEREFORE, IT HAS BEEN AGREED AS FOLLOWS**

 

**1.**         **DEFINITIONS**

 

**1.1****                    **For the purpose of this agreement, the terms and phrases defined inthe Amended and Restated Second Park CDC Loans Agreements not explicitlydefined in clause 1 hereof or elsewhere in this Subordination Agreement shallhave the meaning ascribed to them in the Amended and Restated Second Park CDCLoans Agreements or the Common Agreement, as the case may be, and the terms andphrases below shall have the following meanings:

 

“**Senior Agents**” means (i)having regard to the Phase IA Credit Facility Agreement, BNP Paribas or itssuccessor, (ii) having regard to the Phase IB Credit Facility Agreement, thePhase IA Partners’ Advances and the Phase IB Advances, Calyon or its successor,(iii) having regard to the Phase I CDC Loans, CDC or its successor, and (iv)having regard to the Lease Agreement, Calyon or its successor, in its capacityas agent of the Euro Disneyland SNC partners.

 

“**Senior SCA Agents**” means(i) having regard to the Phase IA Credit Facility Agreement, BNP Paribas or itssuccessor, (ii) having regard to the Agreement on the Extension of OrdinaryLoans, CDC and (iii) having regard to the Lease Agreement, Calyon or itssuccessor, in its capacity as agent of the Euro Disneyland SNC partners.

 

“**Priority Event of Default**”has the meaning ascribed to it in the Preamble of this Subordination Agreement.

 

“**Senior Finance Facilities**”means the Phase IA Credit Facility Agreement, Phase IB Credit FacilityAgreement, the Phase IA Partners’ Advances, the Phase IB Advances, the Phase ICDC Loans and the Lease Agreement.

 

“**Senior SCA Finance Facilities**”means (i) the sums owed by the Borrower in respect of the Phase IA CreditFacility Agreement, (ii) the ordinary loans extended under the Agreement on theExtension of Ordinary Loans, and (iii) the Lease Agreement.

 

“**Shortage of Free Cash Flow**”means, on any given Annual Payment Date, the amount by which Free Cash Flow onsaid date falls short of the aggregate of all sums due on that same date inrespect of the Second Park CDC Loans and of all sums payable under the SeniorFinance Facilities during the Period (as defined in clause 2.1 (C) below)immediately following the said date.

 

“**Freeze Period**” has themeaning ascribed to it in clause 2.4.1. below.

 

“**CDC Suspension Period**”has the meaning ascribed to it in clause 2.4.2.1. below.

 

“**Free Cash Flow**” means theaggregate of:

 

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(i)                           all cash and readily convertiblesecurities held by Euro Disney Associés or any subsidiary controlled by itwithin the meaning of section L. 233-3 of the Commercial Code; and

 

(ii)                        all loans, in any form whatsoever,either direct or indirect, by Euro Disney S.C.A. or Euro Disney Associés to asubsidiary not under either one of these companies’ control, which areimmediately due and payable pursuant to an agreement, for up to the saidsubsidiary’s available cash, as defined in (i) above;

 

minus the annual amount of operating expenses ofEuro Disney S.C.A. as budgeted for the current financial year, within thelimits of 5,000,000 euros (net of tax), it being understood that said budget islikely to vary starting as of the Financial Year 2006, up to the limit of anequivalent annual inflation amount, the amount of said operating expenses willhave to be notified by Euro Disney Associés to CDC at the latest on the 15thof November of every year.

 

**1.2****                                        **For the purpose of this agreement, all references to (i) “sums owed”,“amounts owed”, “sums due” or “amounts due” and (ii) “non payment” or “default”shall refer respectively to (a) sums or payments the due date of which has beenor may be deferred and (b) the deferral of the maturity of any sum or amount orpayment in accordance with the provisions of clauses 16 and 13 of the saidagreements, respectively. Likewise, any reference to a maturity date or duedate shall refer to the original maturity date in the event that same isdeferred.

 

**2.****                                                SUBORDINATION**

 

**2.1****                                         Seniority, preference and priority of the Senior Creditors over theSubordinated Creditor in respect of the Second Park CDC Loans**

 

The Subordinated Creditor and the Borrower undertake, in favour of theSenior Creditors who accept:

 

(A)                    that, subject to the provisions ofclause 2.2 below, in the event that forced liquidation or other subsequentlysubstituted proceedings are instituted against the Borrower, and without thisbearing on the effect of the hypothecation provided for in clause 8 (*Hypothecation*) of each of the Amended andRestated Second Park CDC Loans Agreements, repayment of the principal orpayment of interest and fees to the Subordinated Creditor in respect of theSecond Park CDC Loans shall be subordinated to the prior settlement of allcreditors’ claims arising from the Senior SCA Finance Facilities.

 

(B)                      that, in the event that anypayment sum due and payable in respect of any of the Senior Finance Facilitiesshould not be paid on time, the due date of all interest, fees and principalowed in respect of the Second Park CDC Loans shall be deferred until the saiddefault on the Senior Finance Facility is cured or until, despite the saiddefault, the creditor or creditors under the said Senior Finance Facilityconsider that the payment of interest, fees and principal has been effected;however, the Subordinated Creditor shall have no power to determine that suchpayment has been effected;

 

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(C)                      that if, on an Annual PaymentDate, the Borrower’s manager determines that, on the basis of the Free CashFlow on the said date, payment of all sums owed to the Subordinated Creditorand due on the said date in respect of the Second Park CDC Loans would make itimpossible to pay any sum whatsoever due under the Senior Finance Facilitiesfor a period of six (6) months from that Annual Payment Date (the “**Period**”), the due date of the portion ofinterest, fees or principal payable in respect of the Second Park CDC Loanscorresponding to the reported Shortage of Free Cash Flow shall be deferred tothe date on which the Free Cash Flow shall make the said payment possiblewithout causing a likely default on the Senior Finance Facilities during theremaining term of the Period should the reconstitution of the Free Cash Flow interveneprior or subsequent to the expiration of such Period (notwithstanding any otherstipulation of the Amended and Restated Second Park CDC Loans Agreements).

 

(D)                     that, for as long as there aresums outstanding under the Senior Finance Facilities, the Subordinated Creditorshall under no circumstances accelerate the maturity of the Second Park CDCLoans, except on the conditions set out in clause 2.4.2. below, nor shall itsolicit or accept any prepayments whatsoever of sums owed in respect of the SecondPark CDC Loans; and

 

(E)                       that, for as long as there remainsany sum owed, due and outstanding under the Senior Finance Facilities, theBorrower undertakes to the Senior Creditors that all sums due and payable underthe Senior Finance Facilities shall have seniority, preference and priority andthat it shall refrain from repaying all or part of the Second Park CDC Loans orfrom paying any interest or fees in respect of the Second Park CDC Loans.

 

It is specified, for the purpose of this agreement, that sums owedunder the Senior Finance Facilities and the Senior SCA Finance Facilities shallbe considered paid only if payment is final and in immediately available funds.

 

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**2.2**                                         **Forced liquidation of the Borrower**

 

**2.2.1****                              **In the event that any sums or assets are distributed or allocated inconnection with the forced liquidation of the Borrower, all payments to whichthe Subordinated Creditor would have been entitled in the absence of thisagreement in respect of the Second Park CDC Loans shall be allotted to thecreditors under the Senior SCA Finance Facilities for as long as sums are owedunder the Senior SCA Finance Facilities, until the said creditors have receivedall sums owed to them under the Senior SCA Finance Facilities.

 

**2.2.2****                              **Accordingly, for as long as sums are owed under the Senior SCAFinance Facilities, the Subordinated Creditor shall assign and transfer toCalyon, for the account of the Senior SCA Agents, acting on behalf of theSenior SCA Finance Facilities creditors, all payments and sums of any kindwhich may be allotted to them in respect of the Second Park CDC Loans pursuantto forced liquidation proceedings against the Borrower, no later than fifteen(15) days from receiving same.

 

**2.2.3****                              **The provisions of clauses 2.2.1 and 2.2.2. above shall under nocircumstances affect the rights of the Subordinated Creditor to benefit fromthe hypothecation in its favour as from 2017 on the Second Theme Park and, inthat regard, the Subordinated Creditor shall in any event be entitled to theproceeds of any enforcement of the hypothecated property up to the sums owed inrespect of the Second Park CDC Loans and shall under no circumstances beobliged to turn over some or all of such proceeds to the Senior Creditors.

 

**2.3****                                         Failure to pay on time a sum owed under the Senior FinanceFacilities**

 

**2.3.1****                              **In the event that a sum owed under the Senior Finance Facilities isnot paid when due, the Senior Agent concerned shall promptly notify theBorrower, CDC and the other Senior Agents thereof. As from the date the saidnotice is received and until the Borrower and CDC have been notified again bythe Senior Agent concerned either that the sum concerned has been paid or thatthe Priority Creditor or Creditors concerned have consented to payment beingmade to the Subordinated Creditor in accordance with the provisions of clause2.1 (B) above, the Borrower shall refrain from making any payments whatsoeverin respect of the Second Park CDC Loans and the Subordinated Creditor shallrefrain from soliciting such payments.

 

**2.3.2****                              **In the event that the Borrower becomes aware of a Shortage of FreeCash Flow five (5) Business Days before a date on which a payment has to bemade to the Subordinated Creditor in respect of the Second Park CDC Loans, theBorrower shall promptly notify CDC and the Senior Agents thereof and of thefailure to pay on time all or part of the sum owed to the Subordinated Creditorin respect of the Second Park CDC Loans. The said notice shall mention:

 

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(i)         the amount of Free Cash Flow on the date concerned;

 

(ii)                        the maturity schedule of sums dueand payable under the Senior Finance Facilities during the Period;

 

(iii)                     the extent of the Shortage of FreeCash Flow and, if applicable, the sum that will be paid on the date concernedin respect of the Second Park CDC Loans.

 

As soon as the amount ofFree Cash Flow on any given date makes it possible to pay the sum still owed tothe Subordinated Creditor under the Second Park CDC Loans, the due date ofwhich had been deferred in accordance with the foregoing provisions, withoutdefaulting on the sums owed under the Senior Finance Facilities for theremaining term of the Period, the Borrower shall again notify CDC and the SeniorAgents to update the information contained in the preceding notice and shallpay the sum owed to the Subordinated Creditor on the date the said notice issent.

 

**2.4****                                           Event of Default**

 

**2.4.1****                                 Priority Event of Default**

 

If a Priority Event of Default occurs, and without prejudice to theprovisions of clauses 2.1., 2.2. and 2.3. which shall remain in force, theSenior Agent concerned shall notify the Borrower, CDC and the other SeniorAgents thereof. As from the date of receipt of such notice by the Borrower andCDC, a period of no more than 90 days shall run (the “**Freeze Period**”) until the Priority Event ofDefault no longer continues. During the Freeze Period, the Borrower shallrefrain from paying all or part of any sums owed under the Amended and RestatedSecond Park CDC Loans Agreements, whether due or not, to the SubordinatedCreditor, which shall refrain from soliciting such payment, either directly orindirectly.

 

Any Senior Agent shall be entitled to issue one or more of theforegoing notices at any time, concerning one or more Priority Events ofDefault. However, if, during a period of 180 consecutive days, several PriorityEvents of Default occur which are caused by the same event or occurrence, theSenior Agent concerned shall have the option to issue a single noticepertaining to the said Priority Events of Default.

 

**2.4.2****                                 Event of Default pertaining to the Second Park CDC Loans**

 

**2.4.2.1**                    CDC shall notify the Senior Agentsand the Senior SCA Agents if one of the Events of Default referred to in clause10 (*Event of Default*) of each ofthe Amended and Restated Second Park CDC Loans Agreements occurs. As from thedate of receipt of the said notice by the Senior Agents and the Senior SCAAgents, a period of up to 90 days shall run (the “**CDC Suspension Period**”) until the Event of Default no longercontinues. The Subordinated Creditor undertakes to refrain from soliciting oraccepting prepayment by the Borrower of the Second Park CDC Loans until theexpiry of the said CDC Suspension Period.

 

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**2.4.2.2****                   **The provisions of clause 2.4.2.1.above notwithstanding, but subject to the other provisions of this agreement,the Subordinated Creditor shall be entitled to immediately demand that theBorrower prepay the Second Park CDC Loans in the event that either of theSenior Creditors should accelerate the maturity of sums owed to it under aSenior Finance Facility.

 

**2.5**                                        **Refunds by the Subordinated Creditor**

 

In the event that the Borrower makes payments in breach of theprovisions of this clause 2, the Subordinated Creditor undertakes toimmediately remit sums received as payment to Calyon, acting on behalf of theSenior Agents and the Senior Creditors, for the purpose of distributing suchpayments among them.

 

**2.6****                                        Payments to the Subordinated Creditor**

 

### **2.6.1**                              Except in the instances referred to in clauses 2.1. through 2.5.,inclusive, sums due in respect of the Second Park CDC Loans may be paid inaccordance with the provisions thereof.

 

### **2.6.2**                              Following the payment to Senior Creditors of all sums owed under theSenior Finance Facilities, the Senior Creditors shall transfer to Calyon,acting on behalf of the Senior Agents, if applicable, any sum received by theSenior Creditors pursuant this agreement in excess of sums owed under theSenior Finance Facilities and not allocated to the said payment. Calyon shallremit the sums concerned to the Subordinated Creditor.

 

**3.****                                                GENERAL PROVISIONS**

 

**3.1****                                       **Failure by the Senior Creditors to exercise, or a delay inexercising, any right or recourse shall not be construed as a waiver of thesaid right or recourse. In particular, the rights of the Senior Creditorshereunder shall in no circumstances be affected or modified as a result of apayment by the Borrower in breach of the provisions of this agreement,including if one or more Senior Creditors refrain from taking action despitebeing aware of this fact.

 

### **3.2**                                        Should the Subordinated Creditor assign or transfer in any mannerwhatsoever any of its rights and obligations in respect of the Second Park CDCLoans and in accordance with clause 12.7 (*Transferof rights*) of each of the Amended and Restated Second Park CDC LoansAgreements, the Subordinated Creditor shall, prior to such transfer, procurethe transferee’s consent to be bound by this agreement, as evidenced by theexecution of a joinder agreement in the form of the model attached hereto asappendix A. The said joinder agreement shall be promptly notified by theSubordinated Creditor to the Senior Agents.

 

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### **3.3**                                        Should a Priority Creditor assign its receivables under a Senior FinanceFacility, the said creditor shall procure that the assignee executes a joinderagreement in the form of the model attached hereto as appendix B, and the saidagreement shall be duly notified by the Senior Agent concerned to the Borrowerand CDC.

 

**3.4****                                       **The Subordinated Creditor and the Borrower represent that theundertakings made by them in this agreement shall inure to the benefit of thesuccessors and assigns of the creditors under the Senior Finance Facilitiesand, should it be necessary, respectively waive their right to cancel theundertakings pertaining to the provisions contained in the preamble of thisagreement.

 

**3.5****                                       **The Parties hereby agree that, in accordance with the Transfercontemplated by Euro Disney SCA and Euro Disney Associés, Euro Disney S.C.A.may transfer its rights and obligations arising from this agreement.

 

Should the Transfer be completed, the Partiesundertake to approve any amendment to this agreement that may be required toevidence the assumption by Euro Disney Associés of all of the obligations ofEuro Disney S.C.A. under this agreement.

 

**3.6****                                       **This Subordination Agreement will come into effect at the completionof the Transfer.

 

**3.7****                                       **This Subordination Agreement amends and restates the OriginalSubordination Agreement and the Amendment, which shall cease to be in effect asfrom the date of the completion of the Transfer (subject to the belowprovisions).

 

In the event that the Capital Increase is notcompleted or that the Transfer is not completed as at 31 March 2005:

 

(i)                           the Parties shall negotiate over aperiod of thirty (30) days (the “**NegotiatingPeriod**”), in order to resolve the resulting situation;

 

(ii)                        in the absence of an agreement atthe end of the Negotiating Period, the provisions of this SubordinationAgreement shall be automatically cancelled. Cancellation shall take effect asat the expiry date of the Negotiating Period and the provisions of the OriginalSubordination Agreement shall apply again and that independently from theprovisions of the Amendment.

 

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**3.8**                                        The validity, interpretation and performance of this agreement shallbe governed by French law.

 

**3.9**                                        This agreement shall remain in effect for as long as any sum otherthan the Phase I CDC Loans is owed to the Senior Creditors under the SeniorFinance Facilities.

 

**3.10**                                 Thecourts in the district of the Paris Court of Appeal shall have jurisdictionover all disputes arising out of this agreement and any related matters ormatters which are a consequence hereof.

 

**3.11**                                 Anynotice given in performance of this agreement shall be considered valid if sentby fax and confirmed by registered letter with advice of delivery to theaddresses below:

 

•                  Having regard to Euro DisneyAssociés:

 

**Euro Disney Associés**

Immeubles Administratifs

Route Nationale 34

77700 Chessy

 

For the attention of: Direction Financements etAchats

Fax: 01 64 74 56 36

 

•                  Having regard to the SeniorAgents, Senior SCA Agents and the Subordinated Creditor:

 

**Caisse des Dépôts et Consignations**

Direction des Fonds d’Epargne

72 Avenue Pierre Mendès France

75914 Paris Cedex 13

 

For the attention of: Direction Financière

Fax: 01 58 50 07 48

 

**BNP Paribas**

E.C.E.P.

ACI : CHD02B1

Project Finance

37 Place du Marché Saint Honoré

75001 Paris

 

Fax: 01 42 98 19 89

 

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**Calyon**

9 Quai du Président Paul Doumer

92920 La Défense

 

For the attention of: Jean-Hervé Cariou / JulietteLegrand

Fax: 01 41 89 18 92 / 01 41 89 18 63

 

Any Party may change its address by sending a notice as indicatedabove.

 

All notices shall take effect upon receipt by the Parties to which theyare addressed.

 

Made in Paris,

 

On 1 December 2004,

 

In seven (7) original copies.

 

For the Borrower:

 

**EURO DISNEY ASSOCIES**

 

 
| By:                    |   |   |
|------------------------|--------|--------|
| Name: Jeffrey R. Speed |

 

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For the Agents, Senior Agents, SeniorCreditors and the Subordinated Creditor:

 

**CAISSE DES DEPOTS ET CONSIGNATIONS**

 

 
| By:                                    |   |   |
|----------------------------------------|--------|--------|
| Name: Jean François de Caffarelli |

 

**BNP PARIBAS**

 

 
| By:                                   |   |   |
|---------------------------------------|--------|--------|
| Name: Martine Aubert and Jean Olivier |

 

**CALYON**

 

 
| By:                                                   |   |   |
|-------------------------------------------------------|--------|--------|
| Name: Michel Anastassiades and Jean-Hervé Cariou |

 

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**APPENDIX A**

 

**Form certification of consent to be bound the**

**Subordination Agreement (assignment by theSubordinated Creditor)**

 

I, the undersigned, [Mr/Mrs] [•], residing at [•], in my capacity asthe legal representative of [•], a [•] with a share capital of € [•], havingits registered office at [•], registered on the [•] Trade and CompaniesRegister under number [•], having regard to the assignment by Caisse des Dépôtset Consignations to [*assignee*] ofits claim of € [•] in principal against [Euro Disney Associés], a [•] witha share capital of € [•], having its registered office at [•], registered onthe [•] Trade and Companies Register under number [•], in respect of the [*loan*[•]] of € [•] in principalextended under an amended and restated loan agreement dated [•] between Caissedes Dépôts et Consignations and Euro Disney S.C.A., in its capacity asborrower,

 

hereby confirm that [•] consents to all of the provisions of theSubordination Agreement entered into on [•] between Euro Disney Associés, theSubordinated Creditor and the Senior Creditors (as those terms are defined inthe said agreement) and to be fully bound by same.

 

Executed at [•]

On [•]

In two original copies.

 

 

For the transferee:

**[•]**

 

 
| By:             |   |   |
|-----------------|--------|--------|
| Name: [•]  |
| Title: [•] |

 

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**APPENDIX B**

 

**Form certification of consent to be bound by the**

**Subordination Agreement (assignment by the SeniorCreditor)**

 

I, the undersigned, [Mr/Mrs] [•], residing at [•], in my capacity asthe legal representative of [•], a [•] with a share capital of € [•], havingits registered office at [•], registered on the [•] Trade and CompaniesRegister under number [•], having regard to the assignment by [*assigning senior creditor*] to [*assignee*] of its claim of € [•] inprincipal against [*Disney Borrower*],a [•] with a share capital of € [•], having its registered office at [•],registered on the [•] Trade and Companies Register under number [•], in respectof the [*loan*[•]] of € [•] inprincipal extended under a [•] loan agreement dated [•] between [*Senior Creditor concerned*] and [*Disney Borrower concerned*],

 

hereby confirm that [•] consents to all of the provisions of theSubordination Agreement entered into on [•] between Euro Disney Associés, theSubordinated Creditor and the Senior Creditors (as those terms are defined inthe said agreement) and to be fully bound by same.

 

Executed at [•]

On [•]

In two original copies.

 

 

For the transferee:

[•]

 

 
| By:             |   |   |
|-----------------|--------|--------|
| Name: [•]  |
| Title: [•] |

 

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