**Exhibit 4.7**

 

**2004 STANDBY REVOLVING CREDIT AGREEMENT**

 

**BETWEEN:**

 

Euro Disney S.C.A., a *société encommandite par actions* organized under the laws of France, havingits registered office at Immeubles Administratifs, Route Nationale 34, Chessy,Seine-et-Marne, with a capital of € 10,826,802.92, registered with the Registryof Commerce and Companies of Meaux under number 334 173 887

 

(hereinafter,“EDL”)

 

**AND:**

 

The Walt Disney Company, a corporation organized underthe laws of Delaware, having its principal office at 500 South Buena Vista,Burbank, California 91521, USA

 

(hereinafter,“TWDC”)

 

**WHEREAS**

 

Pursuantto Article 4 of the “*Memorandum of Agreementdated June 8, 2004*” entered into by, *inter alia*,EDL, TWDC and various lenders to EDL, as amended and unanimously approved by thelenders on September 28, 2004 (the “Memorandum”), TWDC has undertaken to makeor cause to be made available to EDL for a period of ten years a new standbyrevolving credit facility having an original maximum principal amount of € 150million, bearing interest at EURIBOR (the “Facility”).

 

ThisAgreement sets forth the final and binding terms and conditions of theFacility.

 

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**NOW,THEREFORE, IT IS AGREED AS FOLLOWS:**

 

**Article 1**

**Definitions**

 

Forthe purpose of this Agreement, the following terms shall have the meaningsgiven below:

 

| **Terms**                            | ** ** | **Meanings**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| “Available  Unused Amount” |       | The principal  amount of the Total Commitment less the sum of the aggregate principal amount  of Drawdowns outstanding under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| “Bank Debt”                |       | The amounts owed  in respect of (a) the Agreement Relating to Drawings of *Prêts  Ordinaires* dated May 17, 1989 between Euro Disney SCA and Euro  Disneyland SNC, as borrowers and Caisse des Dépôts et Consignations, as  lender; (b) the Multi-Currency Loan and Letter of Credit Facilities Agreement  dated September 5, 1989 between Euro Disney SCA and Euro Disneyland SNC, as  borrowers, and BNP Paribas, as agent; (c) the Agreement for Partners Advances  dated April 26, 1989 between Euro Disneyland SNC, as borrower and Calyon, as  agent; (d) the Credit Facility Agreement dated March 25, 1991 between EDL  Hotels SCA and the Hotel SNCs, as borrowers, and Calyon, as agent; (e) the  Advances Agreement dated March 25, 1991 between the Hotels SNCs, as  borrowers, EDL Hotels SCA, as guarantor and Calyon, as agent; (f) the  Agreements relating to *Prêts*  *Participatifs* dated May 17, 1989 between Euro Disney SCA  and Euro Disneyland SNC, as borrowers and Caisse des Dépôts et Consignations,  as lender; and (g) the Loan Agreements - tranches A, B, C and D – dated  September 30, 1999 between EDL, as borrower and Caisse des Dépôts et  Consignations, as lender, as such Agreements may be amended pursuant to the  Memorandum. |
|                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| “Business Day”             |       | A day (other  than a Saturday or Sunday) on which banks are open for general business in  London, New York and Paris and which is a day on which “Target” is open for  the settlement of payments in Euro.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| “Drawdown”                 |       | A borrowing at  EDL’s option, in accordance with the provisions hereof, of all or part of the  Total Commitment for a period of 1, 3 or 6 months.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| “Drawdown Date”            |       | The date on  which a Drawdown is made or renewed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

 

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| “Early  Termination Date”    |   | The date defined  as such in Paragraph 8.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|----------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| “EDL”                        |   | The corporation  defined as such in the identification of the parties to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| “Effective Date”             |   | October 1, 2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| “EURIBOR”                    |   | The percentage  rate per annum for the relevant period, displayed on the page EURIBOR of the  Reuters screen.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| “Euro Disney  Associés” |   | Euro Disney  Associés, a *société en commandite par actions*  organized under the laws of France, with its principal office at Immeubles  Administratifs, Route Nationale 34, Chessy, Seine-et-Marne, registered with  the Registry of Commerce of Meaux under number 397 471 822.                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| “Euro Disneyland  SNC”       |   | Euro Disneyland  SNC, a *société en nom collectif* organized  under the laws of France, with its principal office at Immeubles  Administratifs, Route Nationale 34, Chessy, Seine-et-Marne, registered with  the Registry of Commerce of Meaux under number 350 141 818.                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| “Facility”                   |   | The Facility, as  defined in the introduction hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| “Final Repayment  Date”      |   | September 30,  2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| “Hotel SNCs”                 |   | Hotel New York  Associés SNC, Newport Bay Club Associés SNC, Sequoia Lodge Associés SNC,  Cheyenne Hotel Associés SNC, Hotel Santa Fe Associés SNC and Centre de  Divertissements Associés SNC, each a *société en nom collectif*  organized under the laws of France with its principal office at Immeubles  Administratifs, Route Nationale 34, Chessy, Seine-et-Marne, registered with  the Registry of Commerce of Meaux.                                                                                                                                                                                                                               |
|                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| “Interest  Payment Date”     |   | The last day of  an Interest Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| “Interest  Period”           |   | Any period of 1,  3 or 6 months, starting on a Drawdown Date and ending on an Interest Payment  Date, determined pursuant to the terms hereof. The term “month” shall mean  the lapse of time beginning on a given day of a calendar month and ending on  the same day of the following month, it being understood that the last day of  an Interest Period will be determined in accordance with the practices of the  Euro interbank market and will be excluded from the calculation of interest  in such manner that if a new Drawdown begins on the last day of the preceding  Drawdown, there will be neither a double charge of interest nor a loss of a  day’s use of funds. |
|                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| “Interest Rate”              |   | The rate of  interest determined pursuant to Article 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

 

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| “Loan”                               |   | The aggregate  Euro principal amount of all or part of the Total Commitment borrowed at any  given time by EDL.                                                                                             |
|------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                           |   |                                                                                                                                                                                                        |
| “Memorandum”                         |   | The Memorandum  as defined in the introduction hereto.                                                                                                                                                      |
|                                           |   |                                                                                                                                                                                                        |
| “Original  Amount”                   |   | The amount which  is specified by EDL pursuant to Paragraph 2.3.1, as modified from time to  time pursuant to Paragraph 2.4.1, as the case may be.                                                          |
|                                           |   |                                                                                                                                                                                                        |
| “Partnership  Structure”             |   | The Partnership  Structure defined as such in the Memorandum and referred to in Article 3.4  thereof.                                                                                                       |
|                                           |   |                                                                                                                                                                                                        |
| “Payment Date”                       |   | An Interest  Payment Date or the Final Repayment Date.                                                                                                                                                      |
|                                           |   |                                                                                                                                                                                                        |
| “Preferential  Bank Debt”            |   | The amounts owed  in respect of the loans mentioned in the definition of “Bank Debt”, other  than the loans referred to in clauses (c) and (g) of such definition.                                |
|                                           |   |                                                                                                                                                                                                        |
| “Reference  Banks”                   |   | BNP Paribas,  Calyon and HSBC CCF.                                                                                                                                                                          |
|                                           |   |                                                                                                                                                                                                        |
| “Subordinated  Portion of Drawdowns” |   | The portion of  Drawdowns so defined in Paragraph 8.2.                                                                                                                                                      |
|                                           |   |                                                                                                                                                                                                        |
| “Tax Treaty”                         |   | The Tax Treaty  so defined in Paragraph 5.5.                                                                                                                                                                |
|                                           |   |                                                                                                                                                                                                        |
| “Total  Commitment”                  |   | A maximum  aggregate principal amount of € 150,000,000 from the Effective Date  through September 30, 2009 and of € 100,000,000 from October 1, 2009  through the Final Repayment Date. |
|                                           |   |                                                                                                                                                                                                        |
| “TWDC”                               |   | The corporation  defined as such in the identification of the parties to this Agreement.                                                                                                                    |

 

**Article 2**

**Terms of Utilization**

 

**2.1**              This Facility is a Euro standbyrevolving credit facility under which TWDC agrees, until the Final RepaymentDate, to make advances in Euros from time to time to EDL in the form ofDrawdowns without requiring any guarantee or security, on the terms and subjectto the conditions set forth herein; provided, however that theaggregate principal amount of the Drawdowns shall at no time exceed theapplicable Total Commitment.

 

**2.2**              Subject to the terms andconditions of this Agreement, one or more Drawdowns may be effected on anyBusiness Day by EDL, at its option.

 

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**2.3**              A Drawdown shall be requested byEDL on the terms and with the effect provided below:

 

**2.3.1**          No new Drawdown shall be made unless(i) there exists no event of default as defined in Article 7 hereof and (ii)TWDC has received, no less than 5 Business Days and no more than 30 days priorto the date of such Drawdown, a written notice from EDL specifying the DrawdownDate, Interest Period, Interest Payment Date and Original Amount of suchDrawdown.  In addition, notwithstandingthe foregoing, no new Drawdown shall be made in the event (i) EDL applies forthe institution of *redressement judiciaire*(bankruptcy)proceedings or (ii) on the initiative of a creditor or following an applicationby the *Procureur de la République*, a courtbecomes seized of such proceedings with respect to EDL and within the next 15Business Days such application is not withdrawn or a decision that no*redressement judiciaire* is required is not made by thecourt having jurisdiction.

 

**2.3.2**          The giving of the notice shallirrevocably bind EDL to make the Drawdown on the Drawdown Date and inaccordance with the other terms specified in such notice, and TWDC shalladvance to EDL on such Drawdown Date the amount of such Drawdown.

 

**2.3.3**          The Original Amount of each Drawdownshall be an integral multiple of € 5,000,000 provided, however,that if the Available Unused Amount shall be less than € 5,000,000, orshall not be a multiple of € 5,000,000, then a Drawdown may be made in theamount of the Available Unused Amount.

 

**2.4**              A Drawdown may be renewed by EDLas provided below:

 

**2.4.1**          At the end of each Interest Period,EDL may renew all or part of the corresponding Drawdown, subject to (i) thereexisting no event of default as defined in Article 7 hereof, and (ii) EDLhaving given no less than 5 Business Days’ and no more than 30 days’ priorwritten notice of the renewal to TWDC. Subject to the provisions of Paragraph 2.4.2 below, EDL shall repay anypart of any Drawdown not so renewed and the Original Amount of such Drawdownshall be modified accordingly.

 

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**2.4.2**          In the absence of the renewal noticereferred to in the previous Paragraph, the relevant Drawdown shall be renewedfor an Interest Period of three months and an unchanged Original Amount.

 

**2.4.3**          If EDL elects to repay all or part ofa Drawdown, such repayment shall be made at the end of the applicable InterestPeriod or at any earlier time as EDL may desire.  The amount of any partial repayment shall besuch that the Original Amount as modified pursuant to the last sentence ofParagraph 2.4.1 shall be in accordance with the provisions of Paragraph 2.3.3.

 

**2.5**              Drawdowns must be repaid asprovided below:

 

**2.5.1         **Subject to theprovisions of Article 8, all Drawdowns together with interest accrued thereonand any other amounts outstanding hereunder shall be repaid in full no laterthan the Final Repayment Date.

 

**2.5.2**          During each fiscal year of EDL untilthe Final Repayment Date, all Drawdowns together with interest accrued thereonand any other amounts outstanding hereunder shall be repaid in full no laterthan the last day of such fiscal year, provided, however, that any Drawdown sorepaid may immediately be redrawn.

 

**2.6**              The total or partial repayment ofa Drawdown by EDL pursuant to the provisions of Paragraph 2.4 shall under nocircumstances be construed as a reduction of the Total Commitment.

 

**2.7**              Subject to the provisions hereof,additional Drawdowns may be made on any Business Day which EDL elects to be aDrawdown Date.

 

**2.8**              No Drawdown shall be made orrenewed if it would at any time exceed the Available Unused Amount and noDrawdown shall be made or renewed if it would result in a maturity subsequentto the Final Repayment Date; to this end, the term of certain Drawdowns shall,if necessary, be adjusted by TWDC to make the duration thereof (and of thecorresponding Interest Period) terminate on the Final Repayment Date.

 

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**Article 3**

**Interest on Drawdowns**

 

**3.1**              On each Interest Payment Date, EDLshall pay the interest due on the corresponding Drawdown, calculated at theInterest Rate for the corresponding Interest Period.

 

**3.2**              The Interest Rate applicable toeach Interest Period shall be determined as follows:

 

**3.2.1**          The Interest Rate shall be EURIBOR fora period equal to the relevant Interest Period, two Business Days before theDrawdown Date.

 

**3.2.2**          In the event that, on the secondBusiness Day preceding any Drawdown or renewal thereof for which notice hasbeen given pursuant to Paragraph 2.3 or Paragraph 2.4, by reason ofcircumstances affecting the Euro Interbank market, it is not possible todetermine the Interest Rate for such Drawdown as provided in Paragraph 3.2.1,the Interest Rate will be determined on the basis of the rates at whichdeposits in Euros are offered by the Reference Banks at approximately 11:00a.m., Paris time, on the day of the contemplated Drawdown or renewal thereof,to prime banks in the Euro Interbank market, for a period equal to the relevantInterest Period commencing on the Drawdown Date and in an amount equal to theminimum Drawdown indicated in Paragraph 2.3.3.

 

**Article 4**

**Interest - General**

 

**4.1**              Interest on Drawdowns shall becomputed on the basis of the exact number of days elapsed and a year of 360days.

 

**4.2**              If an amount payable to TWDC byEDL pursuant to this Agreement is not paid or repaid on the due date thereof,interest shall accrue, to the fullest extent permitted by applicable law, fromsuch due date until the date of actual payment or repayment at a rate equal inany month to EURIBOR, on the next to last Business Day of the preceding month,plus 1% per annum, automatically and without any further notice or demand.

 

**4.3**              Acceptance of overdue interest atany time shall not imply the granting of any extension of the time for paymentwhatsoever.

 

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**Article 5**

**Payments and Taxes**

 

**5.1**              All amounts to be paid by EDL toTWDC shall be paid, without set-off or counterclaim, to such account as TWDCmay from time to time designate, in Euros, in France or in the United States,under the reference “Euro Disney – 2004 Standby Revolving Credit Facility”.

 

**5.2**              All amounts to be paid by TWDC toEDL shall be paid to such account as EDL may from time to time designate, inEuros.

 

**5.3**              All payments contemplated by thisAgreement shall be made in such manner that the funds concerned are availableas of the Drawdown Date or the Payment Date, as the case may be (or any otherdate on which a payment is to be made in accordance with the terms hereof).

 

**5.4**              Any payment of principal orinterest not falling on a Business Day shall be postponed to the followingBusiness Day unless the effect of such postponement is to make the day ofpayment fall in the next calendar month, in which event the day of paymentshall be the last Business Day of the current month and allowance shall be madetherefor in the computation of interest and the duration of the Interest Periodaffected shall be adjusted accordingly.

 

**5.5**              Pursuant to the provisions of Article11 of the France–US tax treaty for the avoidance of double taxation and theprevention of fiscal evasion with respect to taxes on income and capital, datedAugust 31, 1994 (the “Tax Treaty”), interest and other income arising underthis Agreement will be exempt from any withholding or deduction for or onaccount of any taxes, duties, assessments or governmental charges imposed orlevied by or on behalf of the French Republic, or any authority in or of theFrench Republic having the power to tax, provided that TWDC complies with theprocedural formalities necessary for EDL to obtain authorisation to make thatpayment without a tax deduction or withholding in accordance with theprovisions of the Tax Treaty.

 

**5.6**              If, as a result of any change in,or amendment to, or change in the official application or interpretation of,the laws or regulations of the French Republic (including the Tax Treaty), orany authority therein or thereof, affecting taxation, EDL would becomeobligated to deduct or withhold any amount from any payment to TWDC providedfor hereunder, then the following provisions shall apply:

 

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**5.6.1         **EDL and TWDC shalluse their best efforts in order to cause one or more other facilities to bemade available to EDL by one or more third parties and substituted for thisFacility, on economic terms similar to the ones of this Facility or such otherterms as may be acceptable to both EDL and TWDC.

 

**5.6.2         **Unless and until oneor more facilities are substituted for this Facility pursuant to Paragraph5.6.1, EDL shall, unless prevented by law from so doing, pay such additionalamounts to TWDC as may be necessary in order that the net payment to TWDC withrespect to any Drawdown which is or becomes outstanding at or after the time ofthe change or amendment of the relevant tax rules after the deduction orwithholding shall equal the amount payable hereunder in the absence of suchdeduction or withholding.  In such case,EDL shall forward to TWDC a copy of the documents evidencing payment to theappropriate governmental authority of any taxes so deducted.  To the extent that TWDC shall have recovered,in whole or in part, whether in the form of tax credits, deductions or otherbenefits, any amount as a result of the payment of any such taxes, it shallcause to be paid or allowed as a credit to EDL an amount which will leave TWDC(as determined in good faith by TWDC) in the position in which it would havebeen had no such tax been applicable.

 

**5.6.3**          If EDL should be prevented byapplicable law from paying the additional amounts referred to in Paragraph5.6.2, then EDL and TWDC shall in good faith negotiate appropriate amendmentsto this Agreement in order to ensure that its economic conditions remainacceptable to both parties.

 

**Article 6**

**Use of proceeds**

 

TheDrawdowns shall be used exclusively to cover the working capital requirementsof EDL and its current and/or future subsidiaries.

 

# **Article 7**

**Events of Default**

 

**7.1**              If one or more of the events ofdefault defined below should occur and be continuing, then upon the giving ofnotice thereof to EDL by registered mail, facsimile or messenger (withappropriate receipt), TWDC may terminate this Agreement and declare the Loanimmediately due and payable as to principal, interest, costs and incidentalcharges, without legal or other formalities. The following shall constitute events of default:

 

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**7.1.1         **EDL fails to pay anyamount due under this Facility unless the failure to pay is due solely to anadministrative or technical error and remedied no later than the fifth BusinessDay following the due date for payment, provided that any failure to complywith Paragraph 2.5.2 shall not constitute a failure to pay under this Paragraph7.1.1.

 

**7.1.2**          The maturity of any of the Bank Debtis accelerated for any reason whatsoever.

 

**7.1.3**          A decree or order by a court havingjurisdiction is entered, or law enacted, for the commencement of *redressement judiciaire* (bankruptcy) proceedings orliquidation of EDL or a *conciliateur* isappointed pursuant to Article L.611-3 of the French Commercial Code.

 

**7.2**              In the event TWDC terminates thisAgreement and accelerates the Loan as provided in Paragraph 7.1.2 because ofthe acceleration of any Bank Debt, TWDC shall be required to waive suchtermination and acceleration if the Bank Debt lenders waive the acceleration ofthe Bank Debt within 30 days after the termination of this Agreement.

 

**Article 8**

**Condition Subsequent**

 

**8.1.            **The Facility issubject to the condition subsequent that all transactions, documents, contractsand amendments contemplated by the Memorandum of Agreement will have beenunconditionally and irrevocably completed, closed and executed and becomeunconditionally and irrevocably effective no later than March 31, 2005, unlessthe parties hereto agree otherwise by April 30, 2005.

 

**8.2             **In the eventthat the condition referred to in Paragraph 8.1. is not satisfied, the Facilitywill terminate on the fifth Business Day following April 30, 2005 (such daybeing the “Early Termination Date”) and on the Early Termination Date, EDL willrepay all outstanding Drawdowns together with accrued interest to the date ofrepayment and any other amounts outstanding hereunder; provided, however, that,in these circumstances, no repayment of principal, or payment of interest (orother amounts), in respect of Drawdowns shall, up to a principal amount ofDrawdowns equal to € 57,700,000 (the “Subordinated Portion of Drawdowns”),be made in the event that, and for as long as, any amounts of whatever naturedue and payable under any of the agreements evidencing the Preferential BankDebt have not been paid on their due date as provided by such agreements.  Under such circumstances and until suchamounts have been paid, payment of interest (or other amounts) or repayment ofprincipal contemplated by this Agreement, in respect of the SubordinatedPortion of Drawdowns shall be deferred with interest accruing as provided in(i) Paragraph 3.2.1 until the Final Repayment Date and (ii) Paragraph 4.2thereafter.

 

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**Article 9**

**Miscellaneous**

 

**9.1**              Any communication, notice, requestor demand to be given hereunder shall be given by registered mail, facsimile ormessenger, and, unless otherwise specifically provided herein, be deemed tohave been duly given when received, addressed, in each case, as follows:

 

| • to EDL:  |   | Euro Disney S.C.A.              |
|-----------------|--------|---------------------------------|
|            |   | F-77777 Marne-la-Vallée    |
|            |   | CEDEX 4, France                 |
|            |   | Attn: Chief  Financial Officer  |
|            |   |                            |
|            |   |                            |
| • to TWDC: |   | The Walt Disney  Company        |
|            |   | 500 South Buena  Vista Street   |
|            |   | Burbank,  California 91521, USA |
|            |   |                            |
|            |   | Attn: General  Counsel          |

 

or to such other addressas each party may have notified to the other party.

 

**9.2**              This Agreement contains the entireAgreement of the parties with respect to the subject matter hereof andsupersedes all oral and prior written statements with respect hereto.  This Agreement may be amended only by aninstrument in writing executed by both parties.

 

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**9.3**              This Agreement and the rights andobligations of the parties hereunder shall be governed by, and interpreted inaccordance with, French law. Any disputes arising from this Agreement shall besubmitted to the exclusive jurisdiction of the Paris commercial court.

 

**9.4**              Non-exercise by TWDC of a right orremedy in whole or in part, or delay in exercise thereof, shall not constitutea waiver of such right or remedy.

 

**9.5**              EDL agrees to reimburse TWDC foractual expenses, including legal fees, incurred by it in connection with, theenforcement or the preservation of any rights under this Agreement.

 

**9.6**              TWDC expressly consents to thetransfer of this Agreement to Euro Disney Associés in the context of thePartnership Structure.

 

**9.7**              The headings of the Articles andParagraphs of this Agreement are inserted for convenience only and shall not bedeemed to constitute part of this Agreement.

 

**9.8             **Forthe purposes of Articles L.313-1 et seq., R.313-1 and R.313-2 of the *Code de la consommation*, the parties acknowledge that byvirtue of certain characteristics of the Facility (and in particular thevariable interest rate applicable to the Facility and EDL’s right to select theduration of the Interest Period of each Drawdown) the *tauxeffectif global*cannot be calculated at the date of thisAgreement.  However, EDL acknowledgesthat it has received from TWDC a letter containing an indicative calculation ofthe *taux effectif global*, based on figuredexamples calculated on assumptions as to the Interest Rate and Interest Periodset out in the letter. The parties acknowledge that that letter forms part ofthis Agreement.

 

Executedin Paris and in Burbank in two originals on September 30, 2004.

 
| Euro Disney  S.C.A.,              |   | The Walt Disney  Company |
|-----------------------------------|--------|--------------------------|
| represented by its                |   |                     |
| *Gérant*, Euro Disney S.A.S. |   |                     |
| * *                          |   |                     |
| * *                          |   |                     |
| by:                               |   |                     |   | by: |   |   |
|                                   |        |                          |  |  |  |  |

 

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