**Exhibit 4.28**

 

**CDCLONG-TERM SUBORDINATED DEBT**

** **

**TERMS ANDCONDITIONS**

 

 

**DATED [•]**

 

 

**BETWEEN**

 

 

**EURO DISNEYASSOCIES S.C.A.**

 

 

as Borrower

 

 

**AND**

 

 

**LA CAISSE DES DÉPÔTS ET CONSIGNATIONS.**

 

as Lender

 

 

 

**LAW FIRM ATTHE COURT OF 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**

 

----

 

**BETWEEN THEUNDERSIGNED**

 

**1.****        ****EURO DISNEY ASSOCIES S.C.A.**, a *sociétéen commandite par actions* [French limited partnership] with a sharecapital of [•], which registered office is at Immeubles Administratifs, RouteNationale 34, Chessy, 77700 Montevrain, entered in the Meaux Trade Registerunder number 334 173 887, represented by [•], duly authorised for the purposehereof,

 

hereinafter“**Euro Disney Associés**” or the “**Borrower**”

**2.****        ****LA CAISSE DES DÉPÔTS ET CONSIGNATIONS**, an *établissement spécial* [special statuspublic corporation] constituted pursuant to the law of 28 April 1816, codifiedunder article L. 518-7 s. of the monetary and financial Code, which registeredoffice is at 56, rue de Lille, 75007 Paris, represented by [•], duly authorisedfor the purpose hereof,

 

hereinafter“**CDC**” or the “**Lender**”.

 

2

----

 

**TABLE OFCONTENTS**

 
| **ARTICLE 1.** | **DEFINITIONS**                                              |   |
|----------------|--------------------------------------------------------------|--------|
| **ARTICLE 2.** | **AMOUNT OF THE CDC  LONG-TERM SUBORDINATED DEBT**           |   |
| **ARTICLE 3.** | **REPAYMENT OR PAYMENT OF  PRINCIPAL - PAYMENT OF INTEREST** |   |
| **ARTICLE 4.** | **REPAYMENT OR PREPAYMENT AT  THE OPTION OF THE BORROWER**   |   |
| **ARTICLE 5.** | **REPRESENTATIONS AND  WARRANTIES**                          |   |
| **ARTICLE 6.** | **COVENANTS**                                                |   |
| **ARTICLE 7.** | **EVENTS OF DEFAULT**                                        |   |
| **ARTICLE 8.** | **CONFIDENTIALITY**                                          |   |
| **ARTICLE 9.** | **MISCELLANEOUS PROVISIONS**                                 |   |

 

3

----

 

**WHEREAS:**

 

**(A)**       In accordance with the provisions of article 3.2 (*Method for calculating interest payments*)of the Amended and Restated Second Park CDC Loans Agreements, as from theFinancial Year starting the 1st October 2004, and in the event ofthe Performance Indicator or, if need be the pro forma Performance Indicator,being inferior to the reference Performance Indicator No2, the interests due bythe Borrower to the Lender on the principal amount of each of Tranches A, B, C,D and E, not exceeding the amount of the interests equal to the ascertainedinsufficiency of the reference Performance Indicator No2, will be convertedinto long-term subordinated debt (the “**CDCLong-Term Subordinated Debt**”).

 

ThePerformance Indicator [*or* the proforma Performance indicator] for Financial Year [•] being inferior to thereference Performance Indicator No2 of the Financial Year thereof, theinterests due to CDC in respect of the Second Park CDC Loans Agreements will beconverted into CDC Long-Term Subordinated Debt up to [•] Euros ([•]  €)

 

**(B)**       Pursuant to the agreement dated 5 August 1994,according to the terms of which *The WaltDisney Company*(“**TWDC**”)granted to the Borrower a revolving facility of 167,693,910 €, as amended byway of an agreement dated 1 December 2004, the outstanding amount existing inrespect of the above-mentioned revolving facility on the Realisation of CapitalIncrease Date, namely an amount of 110,000,000 €, will be converted into, onthat date, long-term subordinated debt (the “**TWDCA Long-Term Subordinated Debt**”).

 

**(C)**       Pursuant to article 3.2 (*Royalties and Management Fees*) of the Memorandum ofAgreement, from the Financial Year starting the 1st October 2004 tothe Financial Year ending on the 30 September 2014 [inclusive], part of theRoyalties Management Fees will constitute a long-term subordinated debt of theBorrower respectively to TWDC (the “**TWDC BLong-Term Subordinated Debt**”) and to Euro Disney SAS (the “**Euro Disney SAS Long-Term Subordinated Debt**”)

 

**(D)**       The purpose of this agreement is to establish theterms and conditions applicable to the CDC Long-Term Subordinated Debt

 

4

----

 

**NOWTHEREFORE THE PARTIES AGREE AS FOLLOWS**

 

 

**ARTICLE 1****. ****DEFINITIO****NS**

 

The words and expressionsstarting with a capital letter and defined in this agreement will have themeaning given to them in this agreement and the words and expressions startingwith a capital letter and not defined in this agreement will have the meaninggiven to them in each of the Second Park CDC Loans Agreements.

 

“**Amended and Restated Common Agreement**” has the meaning givento it in the Amended and Restated Second Park CDC Loan Agreements.

 

“**Amended and Restated Second Park CDC Loan Agreements**” meansthe loan agreements entered into between CDC and the Borrower the 30 September1999, amended by way of agreements dated 18 November 2002, and amended andrestated by way of agreements dated 1st December 2004, pursuant tothe terms of which CDC granted to the Borrower a loan made of four Tranches : “**Tranche A**”, “**Tranche B**”, “**Tranche C**”and “**Tranche D**”, to which has beenadded “**Tranche E**”.

 

“**CDC Agreements**” means the Agreement on the Granting ofParticipating Loans and the Agreement on the Granting of Ordinary Loans.

 

“**CDC Long-Term Subordinated Debt**” has the meaning given to itin the introduction to this agreement.

 

“**CDC Phase I Loan Agreements**” means the loans granted by CDC tothe IA Borrowers, including ordinary loans and participating loans, granted inaccordance with the provisions of an agreement in relation with the granting ofordinary loans, entered into on the 17 May 1989, as amended on the 10 August1994 and 30 September 1999, and by amended and restated agreements dated[•] 2004.

 

“**Consolidated Equity Capital”**means Euro Disney S.C.A.’s andits subsidiaries’ consolidated equity capital on the basis of the most recentconsolidated balance sheet in accordance with the accounting standards in forcein France used by Euro Disney S.C.A. on the date of signing of this agreement.

 

“**Debts**” means the sum of the principal amounts still owed byEuro Disney S.C.A. and its present and future subsidiaries as well as by EuroDisneyland S.N.C. and the Hotel SNCs on the date an Envisaged Debt is madeavailable in respect of:

 

(i)         Senior Funding,

 

(ii)        Second Park CDCLoans,

 

(iii)       debts incurred inrespect of article 4 (*Autres Endettements*)of the Joint Covenants,

 

(iv)      debts previouslyincurred in accordance with the terms defined in Article 7.1 (g) of thisagreement, and

 

5

----

 

(vi)      all other securitiesrepresenting a debt, plus the principal amount of this Envisaged Debt.

 

“**Envisaged Debt**” has the meaning given to it in Article 7.1 (*Définition des Cas d’Exigibilité Anticipée)*ofthis agreement.

 

“**Euro Disney Group**” means Euro Disney S.C.A. together with itspresent and future affiliates.

 

“**Euro Disney S.C.A**” means Euro Disney S.C.A, a *société en commandite par actions*[Frenchlimited partnership] with a share capital of [•] € whose registeredoffice is at Immeubles Administratifs, Route Nationale 34, 77700 Chessy,entered in the Meaux Trade Register under number 334 173 887.

 

“**Euro Disney SAS Long-Term Subordinated Debt**” has the meaninggiven to it in the introduction to this agreement.

 

“**Event of default”**has the meaning given to it in Article 10.1(*Definition of Events of Default*).

 

“**Expert**” has the meaning given to it in the Amended andRestated Common Agreement.

 

“**Financial Year**” means the period N starting on 1 October ofthe calendar year N-1 and ending on 30 September of calendar year N. Forexample, the 2004 Financial Year starts on 1 October 2003 and ends on 30September 2004.

 

“**Hotel SNCs**” means the following *sociétés en nom collectif* [general partnerships]: Hôtel NewYork Associés S.N.C., Newport Bay Club Associés S.N.C., Sequoia Lodge AssociésS.N.C., Cheyenne Hôtel Associés S.N.C., Hôtel Santa Fe Associés S.N.C. andCentre de Divertissements Associés S.N.C.

 

“**Joint Covenants**” has the meaning given to it in the Amendedand Restated Second Park CDC Loan Agreements.

 

“**Letters**” means (a) the letter from TWDC to the Borrower dated28 March 2003 in relation with the Licensing Agreement and (b) the letter fromEuro Disney SAS to the Borrower dated 28 March 2003 in relation with theManagement Fees.

 

“**Licensing Agreement**” has the meaning given to it in theAmended and Restated Common Agreement.

 

“**Long-Term Subordinated Debt**” means the CDC Long-TermSubordinated Debt, the TWDC A Long-Term Subordinated Debt, the TWDC B Long-TermSubordinated Debt and the Euro Disney SAS Long-Term Subordinated Debt; and “**Long-Term Subordinated Debt**” means eitherone of the aforementioned long-term subordinated debt.

 

“**Management Fees**” has the meaning given to it in the Amendedand Restated Common Agreement*.*

 

6

----

 

“**Master Agreement**” means the agreement entitled “Agreement forthe Creation and Operation of Euro Disneyland in France” drawn up with theFrench Government on 24 March 1987 as amended and restated.

 

“**Memorandum of Agreement**” means the memorandum of agreementdated 8 june 2004, as amended the 30 July 2004 and the 30 September 2004,entered into between, *inter alia*,the Borrower, TWDC, and the main creditors of the Borrower, including theLender, in relation with the financial restructuring of the Euro Disney Group*.*

 

“**Performance Indicator**” has the meaning given to it in theAmended and Restated Common Agreement*.*

 

“**Phase I CDC Loans**”****meansthe loans granted by CDC to the IA Borrowers, including the ordinary andparticipating loans granted pursuant to the terms of the Agreement on theGranting of the Ordinary Loans and the Agreement on the Granting of theParticipating Loans.

 

“**Phase IB Lenders**”****meansthe banks and financial institutions party to the Phase IB Advances Agreement**.**

 

“**Project**” means the operation of the “Disneyland” theme park(the “**Disneyland Park**”) and itsperipheral development .

 

“**Realisation of the Capital Increase**” means the completion ofthe capital increase by Euro Disney S.C.A., the gross proceeds of which mustequal at least two hundred and fifty million euro (€250,000,000), i.e. theissue, subscription and payment in full of the issue price of the correspondingnew shares.

 

“**Realisation of Capital Increase Date**” means the date at whichthe Realisation of Capital Increase will intervene which date shall occur atthe latest on 31 March 2005.

 

“**Reference Banks**” means the main branches in Paris of DeutscheBank AG, BNP Paribas, Calyon and Société Générale.

 

“**Royalties**” has the meaning given to it in the Amended andRestated Common Agreement*.*

 

“**Senior Funding**”****means:

 

(i)         Phase IA CreditAgreement;

 

(ii)        Phase IB CreditAgreement;

 

(iii)       Phase IA PartnersAdvances Agreement;

 

(iv)      Phase IB AdvancesAgreement;

 

(v)       Phase I CDC Loans;and

 

(vi)      the LeasingAgreement.

 

7

----

 

“**Second Park**”.means the second theme park denominated “ParkWalt Disney Studios” adjacent to the Disneyland Park.

 

“**Second Park CDC Loan Agreements**” means the loans granted byCDC to the Borrower in accordance with the terms of the Amended and RestatedSecond Park CDC Loan Agreements and referred to as Tranche A, Tranche B,Tranche C, Tranche D and Tranche E.

 

“**Transfer**” means the transfer by Euro Disney S.C.A to EuroDisney Associés of this agreement on the date of the transfer agreed betweenEuro Disney S.C.A and Euro Disney Associés (subject to the rules governingdemergers and without entailing a squeeze out) for all or almost all the assetsand liabilities of Euro Disney S.C.A to Euro Disney Associés under the spin-offagreement drawn up between Euro Disney S.C.A and Euro Disney Associés on 30September 2004, as amended on 8 November 2004.

 

“**TWDC A Long-Term Subordinated Debt**” has the meaning given toit in the introduction to this agreement.

 

“**TWDC B Long-Term Subordinated Debt**” has the meaning given toit in the introduction to this agreement.

 

“**Working Day**” means any whole day (other than a Saturday or aSunday) when banks are open for ordinary business in Paris.

 

 

**ARTICLE 2.**** ****AMOUNTOF THE CDC****LONG-TERM SUBORDINATEDDEBT**

 

On thedate of signing of this agreement, the principal amount of CDC Long-TermSubordinated Debt is [•] euros ([•] €).

** **

**ARTICLE 3.**** ****REPAYMENTOR PAY****MENT OF PRINCIPAL - PAYMENT OFINTEREST**

 

### **3.1**             Repayment or payment of the principal

 

Ithas been agreed that the CDC Long-Term Subordinated Debt will become due andpayable or repayable in its entirety on the date on which all sums due inrespect of the Senior Funding will have been fully paid and repaid.

 

### **3.2             Paymentof Interest**

 

### **3.2.1         **The CDCLong-Term Subordinated Debt will bearinterest at the annual rate of five point one five percent (5.15 %).

 

The interestswill be calculated on the basis of the exact number of days elapsed, based on ayear of 365 or 366 days as applicable.

 

8

----

 

### **3.2.2**          The interest due in respect of the CDCLong-Term Subordinated Debtwill be annually capitalized in accordance with the provisions of article 1154of the French Civil Code, until the 1st January 2017 (excluded).

 

Asfrom the 1st January 2017, the interest due in respect of each CDCLong-Term Subordinated Debt will become annually claimable and payable, on eachAnnual Payment Date.

 

### **3.2.3**          It is recalled that (a) the payment of theinterest due by the Borrower in respect of the Long-Term Subordinated Debt,will be subordinated to the payment of all sums due in respect of the Amendedand Restated Second Park CDC Loan Agreements, and (b) the payment of theinterest due by the Borrower in respect of the Long-Term Subordinated Debt, incase of a liquidation of the Borrower, will be subordinated to the payment ofall sums due in respect of the Amended and Restated Second Park CDC LoanAgreements.

####  

**3.3**              **Payment and repayment terms**

 

### **3.3.1**          For the purpose of this agreement, sums dueby the Borrower to the Lender will be considered as paid or repaid only if theyhave been paid or repaid for good by way of funds immediately available on therelevant date

 

### **3.3.2**          The payment and repayment of any sums due inrespect of the CDCLong-Term Subordinated Debt will be made by transferto account no. 1155793L 1 opened in the name of “Direction des fonds d’épargne”in the books of CDC, or on any other account which references shall be notifiedby the Borrower to CDC. .

 

**3.4**              **Default interest**

** **

Ifany amount due to the Lender in respect of this agreement is not paid on itsdue date, interest will accrue on a daily basis on this unpaid amount from itsdue date until the date on which this amount is actually paid at a rate equalto five point fifteen percent (5.15 %) per annum**,**plus two per cent (2%) per annum, and will not prejudice theLender’s right to make use of the acceleration of maturity.

 

Thedefault interest due in respect of the CDC Long-Term Subordinated Debt will beannually capitalized in accordance with the provisions of article 1154 of theFrench Civil Code.

 

9

----

 

**ARTICLE 4.  REPAYMENTOR PRE****PAYMENT AT THE OPTION OFTHE BORROWER**

 

### **4.1**             Subject to full payment andrepayment of all sums due by the Borrower or any other company of the EuroDisney Group in respect of the Finance Documents, excluding the CDC Agreements,the Borrower may, provided it gives a written notice to the Lender, pay orprepay all or part of CDC Long-Term Subordinated Debt.

 

Ithas been agreed that if the Borrower had at his disposal sufficient availablefunds on a given year, the parties to this agreement would get together inorder to determine, in good faith, the amount of a possible payment orrepayment of the principal of the CDC Long-Term Subordinated Debt for therelevant year, payment or repayment which would be done *pari passu* between CDC and TWDC.

 

Subjectto the provisions of Article 3 (*Payment ofInterest — Repayment of Principal)*of**this agreement, any prepayment of a principal amount mustbe accompanied by the payment of the accrued interest on the principal amountrepaid up to the value date of this prepayment. This interest will becalculated on the basis of the exact number of days based on a year of 365 or366 days, as applicable.

 

## **4.2**             Any repayment, whether early or not, of anyprincipal amount will be final and the Borrower will not be able to reborrow,under this agreement, the amount thus repaid.

 

**4.3****            **In the case where theBorrower completes at his option a prepayment pursuant to the stipulations ofArticle 4 (Repayment or prepayment at the option of the Borrower), the Borrowerwill pay to CDC, other than the accrued interests as set out in Article 4.1, aprepayment indemnity corresponding to the amount of interests payable over aperiod of ninety (90) days at a rate of 5.15% per annum on the amount ofprepaid principal.

 

Thisindemnity is payable at the relevant prepayment date.

 

**ARTICLE 5.****  REPRESENTATIONS AN****D WARRANTIES**

 

The Borrower warrants andrepresents, to the Lender, that on the date of signing of this agreement:

 

**5.1****            **It is a properly constituted company existing legitimately under Frenchlaw, it has the capacity to perform its activities as it does now, to enterinto this agreement and to fulfil its obligations arising herefrom;

 

**5.2**             Its manager is duly authorised to sign thisagreement;

 

**5.3**             The signing of this agreement and thefulfilment of the obligations arising herefrom do not contravene anysignificant provision of its articles of association nor any significant clauseof any agreement or undertaking to which it is party or by which it is boundnor violate the laws or regulations applicable to it in such a way to as tobring about the nullity of its covenants under this agreement;

 

10

----

 

**5.4**             This agreement is and will remain a legal,valid and binding covenant for the Borrower concerned, in accordance with theterms thereof;

 

**5.5**             No authorisation is required from any publicauthority for the repayment of the principal, the payment of interest and othercosts inherent in this agreement;

 

**5.6**             No legal proceedings before a judicial,administrative or arbitration court in France or abroad are in progress or, tothe knowledge of the Borrower concerned, about to be brought which mightprevent or prohibit the signing or performance of this agreement by theBorrower or which might affect its legal capacity to assume its obligationsunder this agreement.

 

**ARTICLE 6.**** ****COVENA****NTS**

 

**6.1**             **Positive covenants**

 

Untilall amounts owed under this agreement are repaid in full, the Borrowerundertakes the following covenants:

 

(a)   the Borrower must notify the Lender of anysignificant change in its corporate structure or operation, such as, inparticular, a change of management or a change in the amount or distribution ofthe share capital, brought to the attention of the Borrower in accordance withapplicable legislation and regulations; it being specified that the Lender isalready informed of all the changes foreseen as a result of the Transfer andexpressly consents to the transfer of this agreement to Euro Disney Associés.

 

(b)  the Borrower will, on a yearly basis, submittheir balance sheets, income statements and annexes to CDC within fifteen (15)days of these being approved by its shareholders, as well as the consolidatedaccounts and the consolidated balance of Euro Disney S.C.A.

 

**6.2**             **Negative covenants**

 

Untilall amounts owed under this agreement are repaid and paid in full, the Borrowercovenants not to merge with another company without the prior approval of theLender. Such approval cannot be refused if:

 

11

----

 

##### *(i)*         the entity resulting from this merger wouldtake over the full debt contracted or due to be contracted by virtue of thisagreement by the Borrower; and

 

##### *(ii)*        immediately after the completion of themerger, there were no Event of Default; and

 

##### *(iii)*       the entity resulting from the merger isauthorised, under the terms of the Master Agreement, to operate the Project.

 

**ARTICLE 7.**** ****EVENTS OF DE****FAULT**

** **

**7.1****            ****Definition of Events ofDefault**

** **

Theoccurrence of any of the following events will constitute an event of default(an “**Event of Default**”) of the CDCLong-Term Subordinated Debt against the Borrower:

 

(a)   any principal or interest amount due to theLender in respect of a CDC Long-Term Subordinated Debt is unpaid on its duedate and remains unpaid five (5) Working Days after written notification issent to this effect by the Lender to the Borrower;

 

(b)  one of the covenants made by the Borrower inArticle 6 (*Covenants)*of thisagreement is not met and the Borrower has not made good nor is about to makegood this default within thirty (30) days of the notification sent by theLender to the Borrower requesting that the default be made good;

 

(c)   one of the essential representations orwarranties made or given under this agreement is not observed or proves to beincorrect;

 

(d)  any non-subordinated debt of the Borrowerresulting from a loan of sums of money totalling more than fifteen million twohundred thousand euro (€15,200,000) is declared due and payable in advance as aresult of the existence of a breach on the part of the Borrower;

 

(e)   a final judgment against the Borrower orderingthe Borrower to pay a sum greater than seventy six million two hundred thousandeuro (€76,200,000) and the Borrower does not make the payment within thirty(30) days;

 

12

----

 

(f)   voluntary withdrawal from the operation of theSecond Park for a period greater than six (6) consecutive months except in theevent of closure (i) for seasonal reasons, or (ii) for rebuilding, repair ormaintenance; and 

 

(g)  as of 1 January 2013, Euro Disney S.C.A. or anyof its affiliates contracts any indebtedness from a bank (the “**Envisaged Debt**”) without the prior consentof CDC and the effect of contracting such indebtedness renders the ratioDebt/Consolidated Equity Capital superior to 1 at the date of making the fundsavailable; it being specified that the Borrower may remedy this Event ofDefault within a 30-day period starting as of the date of notification of theBorrower by CDC.

 

**7.2**             **Consequences of Events of Default**

 

Ifan Event of Default occurs, the Lender may, subject to full payment andrepayment of all sums due by the Borrower or any other company of the EuroDisney Group in respect of the Finance Documents, excluding the CDC Agreements,declare the total outstanding amount of the Second Park CDC Loans then grantedto be immediately due and payable, fifteen (15) days after notificationregarding the event of default has been sent to the Borrower.

 

**ARTICLE 8.**** ****CONFIDENTIA****LITY**

** **

**8.1**             The Lender must regard as confidential, andtherefore not disclose in any way to third parties other than his consultantsor Government officials, any data, information or reports that have beenfurnished under this agreement by the Borrower, by any entity directly orindirectly affiliated to the Borrower, or by one of the agents, representativesor consultants of the Borrower. and CDC cannot disclose to third parties any ofthese data, information or reports without the prior written agreement of theBorrower, which may refuse to give such agreement at its discretion exceptwhere:

 

##### *(i)*         such data or information or report hasbecome public other than by virtue of a violation by the Lender, of theprovisions of this Article; or

 

##### *(ii)*        such disclosure is imposed by the law; or

 

##### *(iii)*       such disclosure is required by a courthaving jurisdiction; or

 

##### *(iv)*      such disclosure is explicitly authorised byvirtue of any provision of this****agreement.

 

13

----

 

**8.2**             The Lender must take all necessary measures toensure that confidential data and information furnished to it under thisagreement by the Borrower, data and information which must be brought to theattention of its employees, will only be disclosed for the sole purposes offacilitating the management of this agreement and, in all cases, on conditionthat such data or information is regarded as strictly confidential by thoseemployees.

 

**8.3**             The provisions of this Article 8 (*Confidentiality*) will be binding on theLender subsequent to the date on which all sums owed by the Borrower to theLender by virtue of this agreement have been paid and repaid.

 

**ARTICLE 9.**** ****MISCEL****LANEOUS PROVISIONS**

 

**9.1**             **Applicable law –Power of jurisdiction**

 

Thisagreement will be governed by French law and construed in accordance therewith.

 

Anydispute arising from this agreement or its interpretation will be subject tothe exclusive jurisdiction of the competent courts situated within the area ofjurisdiction of the Paris Court of Appeal.

 

**9.2****            ****Expenses**

 

TheBorrower agree to pay the reasonable expenses incurred by the Lender inpreparing this agreement or any supplemental agreement hereto, including anyexpenses incurred by the Lender in transferring its rights in relation withthis agreement, and on presentation of supporting documents.

** **

**9.3****            ****Cumulative rights andnon-waiver**

 

Anyright arising for the Lender from this agreement or any other documentsubmitted by virtue of this agreement or at the time of the latter, orpertaining to it by virtue of the law, may be exercised at any time regardlessof its other rights. Should the Lender not exercise any right belonging to itor exercise such right tardily, this fact will not constitute a waiver on itspart of its entitlement to enjoy that right. Likewise, the total or partialexercise by the Lender of a right pertaining to it will not prevent it fromexercising this right or another right at a later date.

 

14

----

 

**9.4****            ****Notifications**

 

Anycommunication, request or notification to be made in accordance with thisagreement or will be written or made in French and will be regarded as valid ifit is submitted in writing or sent by fax and confirmed by registered letterwith acknowledgement of receipt to the [other] party at the addresses indicatedbelow. Communications, requests or notifications made in accordance with theprovisions of this Article will be sent:

 

•      to theBorrower at:

 

**EURO DISNEY ASSOCIES S.C.A.****:**

ImmeublesAdministratifs [Administrative Buildings]

RouteNationale 34

77000Chessy

 

Fao:  DirectionFinancements et Achats [Finance and Procurement Department]

 

           Fax: 01 64 74 56 36.

 

•      to theLender at:

 

**LA CAISSEDES DÉPÔTS ET CONSIGNATIONS**

Direction des Fonds d’Épargne[Savings Funds Department]

72avenue Pierre Mendès France

75914Paris Cedex 13

 

Fao:Direction Financière [Finance Department]

 

Fax:01 58 50 07 48.

 

Anyamendment to the above details will only be opposable after notification.

 

Forthe purpose of calculating any time period under the terms of this agreement,the first day that will be used will be the date of receipt by the recipient ofthe registered letter with acknowledgement of receipt stated above.

 

**9.5****            ****Independence of clauses**

 

Evenif any of the provisions of this agreement are held to be null and void orunenforceable in accordance with the applicable law, the validity, legality andenforceability of the remaining provisions of this agreement will not in anyway be affected.

 

15

----

 

**9.6****            ****Binding effect**

 

Thisagreement will be binding on and will inure to the benefit of the Borrower andLender, as well as their respective successors or assignees.

 

**9.7****            ****Termination**

 

Inthe absence of the completion of the Transfer or the Realisation of the CapitalIncrease or the failure to complete the Transfer by 31 March 2005:

 

(a)   the parties to this agreement will consult eachother for a period of thirty (30) days (the **“TimePeriod**”) for the purpose of finding a solution to the situation thusencountered;

 

(b)  if no agreement is reached on the expiry of theTime Period, the provisions of this agreement will be automatically terminated.Termination will take effect on the date on which the Time Period ends. 

 

## **9.8**             Transfers of rights

 

(a)   The Borrower may not transfer any of its rightsor obligations by virtue of this agreement without obtaining prior writtenagreement from the Lender. 

 

(b)  Until 31 December 2004, the Lender may nottransfer any of its rights or obligations under this agreement withoutobtaining the prior agreement of the Borrower.

 

Asfrom 1 January 2005, the Lender may freely transfer any of its rights orobligations to a financial institution, or any other company createdspecifically to this effect, that has a minimum of one branch in one of thecountries where the legal tender on the envisaged transfer date is the euro,provided this financial institution on the date of transfer has a rating equalto or greater than A in the system used by Standard & Poor’s or anequivalent level in other international rating systems, subject to thefollowing conditions: (i) the financial institution or the concerned entityshall accede to all the provisions of this agreement and (ii) CDC shall notifythe Borrower pursuant to Article 12.4 (*Notifications*).

 

## **9.9**             Global Effective Rate

 

Inorder to meet the requirements of Articles L. 313–1 and L. 313–2 of the FrenchConsumer Code and for this purpose only, CDC declares, by way of example, tothe Borrower, which accepts, that the Global Effective Rate applicable to CDCLong-Term Subordinated Debt, on the basis of a year comprising three hundredand sixty-five (365) days, will be:

 

16

----

 

[•] % perannum and a period rate of [•] %,

 

ThisGlobal Effective Rate has been calculated on the basis of:

 

•       A rate of [•] % per annum; and

 

•       a CDC Long-Term Subordinated Debt of a principalamount of €[•].

 

 

Done at [•], on [•],

In two ([•])original copies.

 
| For the Borrower:                                    |   |
|------------------------------------------------------|--------|
|                                                 |
| **EURO DISNEY  ASSOCIES S.C.A.**                     |
|                                                 |
|                                                 |
| By:                                                  |   |   |
| Name: [•]                                       |
| Position: [•]                                   |
|                                                 |
| For the Lender :                                     |
|                                                 |
| **LA CAISSE DES DÉPÔTS ET  CONSIGNATIONS** |
|                                                 |
|                                                 |
| By:                                                  |   |   |
| Name: [•]                                       |
| Position: [•]                                   |

 

17

----