Walt Disney Company (DIS)

Registered Securities in Definitive or Book-Entry Form; Global Security; Depository.  Each Note will be issued in fully registered book-entry form (a “Book-Entry Note”) or definitive form (a “Definitive Note”), as set forth in the pricing supplement to the Prospectus and Prospectus Supplement relating to such Note (the “Pricing Supplement”).  Upon issuance, all Notes in book-entry form having the same original issue date, Stated Maturity and otherwise having identical terms and provisions will be represented by a single global security (each a “Global Security”); provided, however, that if by reason of the foregoing a single Global Security would exceed $500,000,000 in aggregate principal amount, one Global Security will be issued to represent each $500,000,000 of aggregate principal amount and an additional Global Security will be issued to represent any remaining principal amount.  The initial Depositary with respect to any Global Security will be The Depository Trust Company, New York, New York.  So long as the Depositary for a Global Security, or its nominee, is the registered owner of the Global Security, the Depositary or its nominee, as the case may be, will be considered the sole owner or holder of the Notes in book-entry form represented by such Global Security for all purposes under the Indenture.  Book-Entry Notes will not be exchangeable for Definitive Notes except that, if the Depositary with respect to any Global Security or Securities is at any time unwilling or unable to continue as Depositary and a successor Depositary is not appointed by the Company within 90 days, the Company will issue Definitive Notes in exchange for the Book-Entry Notes represented by any such Global Security or Securities.  In addition, the Company may at any time and in its sole discretion determine not to have a Global Security or Securities, and, in such event, will issue Definitive Notes in exchange for the Book Entry Notes represented by such Global Security or Securities in accordance with the provisions of Section 2.8 of the Indenture.

 

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