**Exhibit 4.18 (a)**

 

**AMENDMENTTO THE SUBORDINATION AGREEMENT**

**DATED ASOF 19 OCTOBRE 1999**

 

 

**DATED 1 DECEMBER 2004**

 

 

**BETWEEN**

 

*The Borrower*

* *

** **

**EURODISNEY ASSOCIÉS S.C.A.**

 

 

**AND**

 

 

**THE SUBORDINATED CREDITOR**

 

 

**AND**

 

 

*The Senior Agents and the Senior SCA Agents*

* *

**LA CAISSE DES DÉPÔTS ET CONSIGNATIONS**

**BNP PARIBAS**

**CALYON**

 

 

**AND**

 

 

**THE SENIOR CREDITORS**

 

1

----

 

**BETWEEN**

 

**1.****                           ****EURO DISNEY S.C.A.,**a *société encommandite par actions* [French limited partnership], with a sharecapital of € 10,826,802.92, having its registered office at ImmeublesAdministratifs, Route Nationale 34, Chessy 77700, registered on the Meaux Tradeand Companies Register under number 334 173 887, represented by Mr.Jeffrey R. Speed, duly authorised for the purpose hereof,

 

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

 

**2.****                           ****LA CAISSE DES DEPOTS ETCONSIGNATIONS**, aspecial financial institution created by the Act of 28 April 1816, governed bysections L. 518-2 *et seq*. of the Monetary andFinancial Code, having its principal office at 56 Rue de Lille, 75007 Paris,represented by Mr. Jean François de Caffarelli, duly authorised for the purposehereof,

 

hereinafterreferred to as “**CDC**”,

 

**3.****                           ****BNP PARIBAS**, a *sociétéanonyme* having its principal office at 16 Boulevard des Italiens,75009 Paris, represented by Mrs.Martine Aubert and Mr. Jean Olivier, duly authorised for thepurpose hereof,

 

**4.****                           ****CALYON**, a *sociétéanonyme* having its principal office at 9 Quai du Président PaulDoumer, 92920 Paris La Défense, represented by Mr. Michel Anastassiades and Mr. Jean-Hervé Cariou,duly authorised for the purpose hereof,

 

It is herebyspecified 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 capacity ascreditor, Senior Agent and Senior SCA Agent, on its own behalf and on behalf ofthe creditors in respect of the Phase IB Credit Facility Agreement, Phase IAPartners’ Advances, Phase IB Advances and the Lease Agreement, and

 

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

 

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

 

2

----

 

**TABLE OF CONTENTS**

 
| **ARTICLE 1.** | **DEFINITIONS**                                            |
|----------------|------------------------------------------------------------|
|           |                                                       |
| **ARTICLE 2.** | **COMING INTO EFFECT OF THE NEW SUBORDINATION  AGREEMENT** |
|           |                                                       |
| **ARTICLE 3.** | **TERMINATION OF THE AMENDMENT**                           |
|           |                                                       |
| **ARTICLE 4.** | **APPLICABLE LAW – JURISDICTION**                     |

** **

 

3

----

 

**PREAMBLE :**

 

**(A)****                              **Pursuant to the Senior SCA FinanceFacility, the Borrower has obtained certain loans, advances or creditfacilities and is liable for payments under sub-lease agreements.

 

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

 

**(C)****                              **Pursuant to four agreements dated 30September 1999 between the Borrower and CDC, CDC has extended loans to theBorrower (in tranches A to D) for an aggregate amount 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 Loan Agreements**”).

 

**(D)****                              **Pursuant to a subordinationagreement entered into on 19 October 1999, between*, inter alia*,the Borrower, CDC, BNP Paribas and Calyon, CDC has agreed to subordinate itsrights to repayment of the principal and payment of interest and fees under theSecond Park CDC Loan Agreements to the prior full repayment of all sums owedunder the Senior Finance Facilities and the Senior SCA Finance Facilities (the “**Subordination Agreement**”).

 

**(E)****                                **Subsequent to the financial problemsencountered by Euro Disney Group, a memorandum of agreement dated 8 June 2004,which purpose is to agree on the necessary measures to take in order to restoreits financial balance, entered into among Euro Disney S.C.A., EDL HôtelsS.C.A., Euro Disneyland S.N.C., Hôtels SNC, The Walt Disney Company, CDC, andPhase IA Banks, Phase IB Banks, Phase IA Partners and Phase IB Partners,respectively represented by their agents BNP Paribas and Calyon, as the casemay be, has been approved by the steering committee and modified after a lettersent by Euro Disney S.C.A. to CDC, and to the Phase IA Banks, Phase IB Banks,Phase IA Partners and Phase IB Partners on the 20 Septembre 2004, thememorandum as modified by the aforementioned letter being accepted by way of aletter signed by all the parties on the 30 September 2004 (the “**Memorandum of 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 Loan Agreements on the 1December 2004, the aforementioned four agreements governing the loans (namelyTranche A, Tranche B, Tranche C and Tranche D) (the “**Amended andRestated Second Park CDC Loan Agreements**”), the aforementioned loansbeing granted by CDC to Euro Disney S.C.A. to finance the Second Theme Park(the “**Second Park CDC Loans**”)

 

**(G)****                              **Pursuant to the Memorandum ofAgreement, the parties to this Subordination Agreement have agreed to enterinto this amendment to the Subordination Agreement (the “**Amendment**”)which will provide for the period starting on the Amendment signing date andending on the Transfer completion date.

 

**(H)****                              **In addition, the parties to thisSubordination Agreement have, as of the date hereof, entered into an amendedand restated subordination agreement which terms and conditions will replacethe Subordination Agreement (the “**New Subordination Agreement**”).The New Subordination Agreement will become effective on the Transfercompletion date.

 

4

----

 

**NOW THEREFORE THE PARTIES AGREEAS FOLLOWS**

 

# **ARTICLE 1**.                                              DEFINITIONS

 

**1.1****                             **For the application of this Amendment, theterms and expressions defined in the Subordination Agreement will have themeaning ascribed to them in the Subordination Agreement, the preamble or theMemorandum of Agreement subject to the stipulations of paragraph 1.2 below.

 

**1.2****                             **The definition “Free Cash Flow” as it appearsin paragraph 1.1 of the Subordination Convention is replaced by the followingdefinition:

 

“Free Cash Flow” means the sumof:

 

*(i)**                       **any available instrument or immediately convertible into cash in thepossession of the Borrower or any of its controlled affiliates within themeaning of article L. 233-3 of the Commercial Code; and*

 

*(ii)**                   **any amount advanced under any form, directly or indirectly, by theBorrower to a non-controlled affiliate which amount’s immediate repayment iscontractually demandable within the limits of the such affiliate as stated in(i) above.*

 

# **ARTICLE2**.                                              COMING INTO EFFECT OF THE NEW SUBORDINATIONAGREEMENT

 

At the date of the completion ofthe Transfer, the New Subordination Agreement will come into effect.

 

# **ARTICLE3**.                                              TERMINATION OF THE AMENDMENT

 

This amendment will be terminated:

 

(i)                                              in case of the coming into effect of the NewSubordination Agreement pursuant to Article 2 above;

 

(ii)                                           in case of the failure of the Realisation ofthe Capital Increase or of the failure of the completion of the Transfer at theexpiration of the 30-day period following 31 March 2005 pursuant to paragraph7.7 of the New Subordination Agreement.

 

5

----

 

# **ARTICLE4**.                                              APPLICABLE LAW – JURISDICTION

 

4.1                                          This agreement will be governed byFrench law and construed in accordance therewith.

 

4.2                                          Any dispute arising from thisagreement or its interpretation will be subject to the exclusive jurisdictionof the competent courts situated within the area of jurisdiction of the ParisCourt of Appeal.

 

Made in Paris,

 

On the 1st of December 2004,

 

In seven (7) original copies.

 

For the Borrower:

 
| **EURO DISNEY S.C.A.** |
|------------------------|
|                   |
|                   |
| By:                    |   |   |
| Name: Jeffrey R. Speed |

 

 

For the Agents, the Senior Agents, the Priority Lenders and theSubordinated Lenders:

 
| **LA  CAISSE DES DÉPÔTS 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 |

 

6

----