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Published: 2008-03-26

Form of Debt Securities Warrant Agreement - DC Holdco Inc.



                    FORM OF DEBT SECURITIES WARRANT AGREEMENT
               ___________________________________________________





                                 DC HOLDCO, INC.



                                       and



                              ____________________
                                As Warrant Agent



                                _________________



                                WARRANT AGREEMENT


                         Dated as of _________ __, 199_


                                _________________




               ___________________________________________________





                              TABLE OF CONTENTS(1)

                                                                            Page
                                                                            ----

Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

                                    ARTICLE I

                    ISSUANCE, EXECUTION AND COUNTERSIGNATURE
                             OF WARRANT CERTIFICATES

Section 1.1  Issuance of Warrant Certificates. . . . . . . . . . . . . . . .   2
Section 1.2  Form of Warrant Certificates. . . . . . . . . . . . . . . . . .   2
Section 1.3  Execution and Authentication of
                   Warrant Certificates. . . . . . . . . . . . . . . . . . .   2
Section 1.4  Temporary Warrant Certificates. . . . . . . . . . . . . . . . .   4
Section 1.5  Payment of Taxes. . . . . . . . . . . . . . . . . . . . . . . .   4
Section 1.6  Definition of Holder. . . . . . . . . . . . . . . . . . . . . .   4

                                   ARTICLE II

                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

Section 2.1  Warrant Price . . . . . . . . . . . . . . . . . . . . . . . . .   5
Section 2.2  Duration of Warrants. . . . . . . . . . . . . . . . . . . . . .   5
Section 2.3  Exercise of Warrants. . . . . . . . . . . . . . . . . . . . . .   6


                                   ARTICLE III

                             OTHER TERMS OF WARRANTS

Section 3.1  Call of Warrants by the Company   . . . . . . . . . . . . . . .  7



- ------------------------

(1)  The Table of Contents is not a part of the Warrant Agreement.


                                        i



                                                                            Page
                                                                            ----

                                   ARTICLE IV

                     [REGISTRATION,] EXCHANGE, TRANSFER AND
                      SUBSTITUTION OF WARRANT CERTIFICATES

Section 4.1  [Registration,] Exchange and Transfer
                 of Warrant Certificates . . . . . . . . . . . . . . . . . .   7

Section 4.2  Mutilated, Destroyed, Lost or Stolen
                 Warrant Certificates. . . . . . . . . . . . . . . . . . . .   8
Section 4.3  Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . .   9
Section 4.4  Cancellation of Warrant Certificates. . . . . . . . . . . . . .  10

                                    ARTICLE V

                       OTHER PROVISIONS RELATING TO RIGHTS
                       OF HOLDERS OF WARRANT CERTIFICATES

Section 5.1  No Rights as Holders of Warrant Debt
                 Securities Conferred by Warrants or
                 Warrant Certificates. . . . . . . . . . . . . . . . . . . .  10
Section 5.2  Holder of Warrant Certificate May
                 Enforce Rights. . . . . . . . . . . . . . . . . . . . . . .  10

                                   ARTICLE VI

                          CONCERNING THE WARRANT AGENT

Section 6.1  Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . .  11
Section 6.2  Conditions of Warrant Agent's
                 Obligations . . . . . . . . . . . . . . . . . . . . . . . .  11
Section 6.3  Resignation, Removal and Appointment
                 of Successor. . . . . . . . . . . . . . . . . . . . . . . .  14


                                   ARTICLE VII

                                  MISCELLANEOUS

Section 7.1  Consolidations and Mergers of the


                                       ii



                                                                            Page
                                                                            ----

                 Company and Sales, Leases and
                 Conveyances Permitted Subject to
                 Certain Conditions. . . . . . . . . . . . . . . . . . . . .  15
Section 7.2  Rights and Duties of Successor
                 Corporation . . . . . . . . . . . . . . . . . . . . . . . .  16
Section 7.3  Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
Section 7.4  Notice and Demands to the Company
                 and Warrant Agent . . . . . . . . . . . . . . . . . . . . .  16
Section 7.5  Notices to Warrantholders . . . . . . . . . . . . . . . . . . .  16
Section 7.6  Addresses . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
Section 7.7  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . .  17
Section 7.8  Delivery of Prospectus. . . . . . . . . . . . . . . . . . . . .  17
Section 7.9  Obtaining of Governmental Approvals . . . . . . . . . . . . . .  17
Section 7.10 Persons Having Rights under Warrant
                 Agreement . . . . . . . . . . . . . . . . . . . . . . . . .  17
Section 7.11 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
Section 7.12 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . .  18
Section 7.13 Inspection of Agreement . . . . . . . . . . . . . . . . . . . .  18


Testimonium. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
Exhibit A - Form of Warrant Certificate






                                       iii




          THIS WARRANT AGREEMENT, dated as of __________, 19__, between DC
Holdco, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (the "Company") and _____________________, a [corporation]
[national banking association] organized and existing under the laws of
_______________, as Warrant Agent (herein called the "Warrant Agent").

          WHEREAS, the Company has entered into an Indenture (the "Indenture")
dated as of ____________, ____ with [                       ] as trustee (such
trustee, and any successors to such trustee, herein called the "Trustee"),
providing for the issuance from time to time, in one or more series, of its
[Senior] [Senior Subordinated] [Subordinated] Debt Securities; and

          WHEREAS, the Company proposes to sell [IF OFFERED DEBT SECURITIES AND
WARRANTS -- [title of Debt Securities being offered] (the "Offered Debt
Securities") with] warrant certificates (such warrant certificates and other
warrant certificates issued pursuant to this Agreement herein called the
"Warrant Certificates") evidencing one or more warrants ("Warrants" or,
individually, a "Warrant") representing the right to purchase [title of Debt
Securities purchasable through exercise of Warrants ] (the "Warrant Debt
Securities"); and

          WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, exchange, exercise and replacement of the Warrant Certificates, and in
this Agreement wishes to set forth, among other things, the form and provisions
of the Warrant Certificates and the terms and conditions on which they may be
issued, exchanged, exercised and replaced;

          NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:






                                        1



                                    ARTICLE I

                    ISSUANCE, EXECUTION AND COUNTERSIGNATURE
                             OF WARRANT CERTIFICATES

          Section 1.1    ISSUANCE OF WARRANT CERTIFICATES. [IF WARRANTS ALONE --
Upon issuance, each Warrant Certificate shall evidence one or more Warrants.]
[IF OFFERED DEBT SECURITIES AND WARRANTS -- Warrant Certificates shall be
[initially] issued in units with the Offered Debt Securities and shall [not] be
separately transferable [before ____________, 19__ (the "Detachable Date")].
Each such unit shall consist of a Warrant Certificate or Certificates evidencing
an aggregate of ____ Warrants for each $___________ principal amount of Offered
Debt Securities.]  Each Warrant evidenced thereby shall represent the right,
subject to the provisions contained herein and therein, to purchase Warrant Debt
Securities in the aggregate principal amount of $________.

          Section 1.2    FORM OF WARRANT CERTIFICATES.  The Warrant Certificates
(including the Form[s] of Exercise [and Assignment] to be set forth on the
reverse thereof) shall be in substantially the form set forth in Exhibit A
hereto, shall be printed, lithographed or engraved on steel engraved borders (or
in any other manner determined by the officers executing such Warrant
Certificates, with the execution thereof by such officers conclusively
evidencing such determination) and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any securities exchange on which the
Warrant Certificates may be listed or as may, consistently herewith, be
determined by the officers executing such Warrant Certificates, with the
execution thereof by such officers conclusively evidencing such determination.

          Section 1.3    EXECUTION AND AUTHENTICATION OF WARRANT CERTIFICATES.
The Warrant Certificates shall be executed on behalf of the Company by its
Chairman, its Chief Executive Officer, it President or one of its Vice
Presidents (any reference to a Vice President of the Company herein shall be
deemed to include any Vice President of the Company whether or not designated by
a number or a word or words added before or after the title "Vice President")
under its corporate seal reproduced thereon attested to by its Treasurer or
Secretary or one of its Assistant Treasurers or Assistant Secretaries.  The
signature of any of these officers on the Warrant Certificates may be manual or
facsimile.


                                        2




          Warrant Certificates evidencing the right to purchase an aggregate
principal amount not exceeding $____________ of Warrant Debt Securities (except
as provided in Sections 1.4, 2.3(c), 4.1 and 4.2) may be executed by the Company
and delivered to the Warrant Agent upon the execution of this Warrant Agreement
or from time to time thereafter.  The Warrant Agent shall, upon receipt of
Warrant Certificates duly executed on behalf of the Company, authenticate
Warrant Certificates evidencing Warrants representing the right to purchase up
to $_____________ aggregate principal amount of Warrant Debt Securities and
shall deliver such Warrant Certificates to or upon the order of the Company.
Subsequent to such original issuance of the Warrant Certificates, the Warrant
Agent shall authenticate a Warrant Certificate only if the Warrant Certificate
is issued in exchange or substitution for one or more previously authenticated
Warrant Certificates [IF REGISTERED WARRANTS -- or in connection with their
transfer], as hereinafter provided.

          Each Warrant Certificate shall be dated the date of its authentication
by the Warrant Agent.

          No Warrant Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose, and no Warrant evidenced
thereby shall be exercisable, until such Warrant Certificate has been
authenticated by the manual signature of the Warrant Agent.  Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence, and the only evidence, that the Warrant Certificate so
authenticated has been duly issued hereunder.

          Warrant Certificates bearing the manual or facsimile signatures of
individuals who were at the time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Warrant
Certificates or did not hold such offices at the date of such Warrant
Certificates.

          Section 1.4  TEMPORARY WARRANT CERTIFICATES. Pending the preparation
of definitive Warrant Certificates, the Company may execute, and upon the order
of the Company the Warrant Agent shall authenticate and deliver, temporary
Warrant Certificates which are printed, lithographed, typewritten, mimeographed
or otherwise produced, substantially of the tenor of the definitive Warrant
Certificates in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing


                                        3




such Warrant Certificates may determine, with the execution thereof by such
officers conclusively evidencing such determination.

          If temporary Warrant Certificates are issued, the Company will cause
definitive Warrant Certificates to be prepared without unreasonable delay. After
the preparation of definitive Warrant Certificates, the temporary Warrant
Certificates shall be exchangeable for definitive Warrant Certificates upon
surrender of the temporary Warrant Certificates at the corporate trust office of
the Warrant Agent [or            ], without charge to the Holder (as defined in
Section 1.6 below).  Upon surrender for cancellation of any one or more
temporary Warrant Certificates the Company shall execute and the Warrant Agent
shall authenticate and deliver in exchange therefor definitive Warrant
Certificates representing the same aggregate number of Warrants.  Until so
exchanged, the temporary Warrant Certificates shall in all respects be entitled
to the same benefits under this Agreement as definitive Warrant Certificates.

          Section 1.5  PAYMENT OF TAXES. The Company will pay all stamp taxes
and other duties, if any, to which, under the laws of the United States of
America or any State or political subdivision thereof, this Agreement or the
original issuance of the Warrant Certificates may be subject.

          Section 1.6  DEFINITION OF HOLDER. The term "Holder" as used herein
shall mean [IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE --, prior to the Detachable Date, the registered owner of the Offered
Debt Security to which such Warrant Certificate was initially attached, and,
after such Detachable Date,] [if bearer Warrants, the bearer of such Warrant
Certificates] [if registered Warrants, the person in whose name at the time such
Warrant Certificate shall be registered upon the books to be maintained by the
Warrant Agent for that purpose pursuant to Section 4.1]. [IF OFFERED DEBT
SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- Prior to the
Detachable Date, the Company will, or will cause the registrar of the Offered
Debt Securities to, make available to the Warrant Agent current information as
to Holders of the Offered Debt Securities.]


                                        4



                                   ARTICLE II

                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

          Section 2.1  WARRANT PRICE.(2)  During the period from ____________,
19__ through and including ____________, 19__, each Warrant shall entitle the
Holder thereof, subject to the provisions of this Agreement, to purchase from
the Company the principal amount of Warrant Debt Securities stated in the
Warrant Certificate at the exercise price of __% of the principal amount thereof
[plus accrued amortization, if any, of the original issue discount of the
Warrant Debt Securities] [plus accrued interest, if any, from the most recent
date from which interest shall have been paid on the Warrant Debt Securities or,
if no interest shall have been paid on the Warrant Debt Securities, from
____________, 19__].  [In each case, the original issue discount ($__________
for each $1,000 principal amount of Warrant Debt Securities) will be amortized
at a      % annual rate, computed on a[n] [semi-]annual basis [using a 360-day
year consisting of twelve 30-day months].]  Such exercise price of each Warrant
is referred to in this Agreement as the "Exercise Price."

          Section 2.2  DURATION OF WARRANTS.  Any Warrant evidenced by a Warrant
Certificate may be exercised at any time, as specified herein, on or after [the
date thereof] [               , 19__] and at or before the close of business
on           , 19__ (the "Expiration Date").  Each Warrant not exercised at or
before the close of business on the Expiration Date shall become void, and all
rights of the Holder of the Warrant Certificate evidencing such Warrant under
this Agreement or otherwise shall cease.

          Section 2.3  EXERCISE OF WARRANTS.  (a) During the period specified in
Section 2.2, any whole number of Warrants may be exercised by surrendering the
Warrant Certificate evidencing such Warrants at the place or at the places set
forth in the Warrant Certificate, with the purchase form set forth in the
Warrant Certificate duly executed, accompanied by payment in full, in lawful
money of the United States of America, [in cash or by certified check or
official bank check in New York Clearing House funds]] [by surrender of the
[specified aggregate amount of [identified securities]] [by bank wire transfer
in immediately available funds], of the Exercise Price for each Warrant
exercised.  The date on
__________________________

(2)  Complete and modify the provisions of this Section as appropriate to
     reflect the exact terms of the Warrants and the Warrant Debt Securities.


                                        5




which payment in full of the Exercise Price for a Warrant and the duly executed
and completed Warrant Certificate are received by the Warrant Agent shall be
deemed to be the date on which such Warrant is exercised.  The Warrant Agent
shall deposit all funds received by it as payment for the exercise of Warrants
to the account of the Company maintained with it for such purpose and shall
advise the Company by telephone at the end of each day on which such a payment
is received of the amount so deposited to its account.  The Warrant Agent shall
promptly confirm such telephonic advice to the Company in writing.

             (b)  The Warrant Agent shall from time to time, as promptly as
practicable after the exercise of any Warrants in accordance with the terms and
conditions of this Agreement and the Warrant Certificates, advise the Company
and the Trustee of (i) the number of Warrants so exercised, (ii) the
instructions of each Holder of the Warrant Certificates evidencing such Warrants
with respect to delivery of the Warrant Debt Securities to which such Holder is
entitled upon such exercise, and instructions of such Holder as to delivery of
Warrant Certificates evidencing the balance, if any, of the Warrants remaining
after such exercise, and (iii) such other information as the Company or the
Trustee shall reasonably require.

             (c)  As soon as practicable after the exercise of any Warrants,
the Company shall issue, pursuant to the Indenture, in authorized denominations,
to or upon the order of the Holder of the Warrant Certificate evidencing such
Warrants, the Warrant Debt Security or Warrant Debt Securities to which such
Holder is entitled in fully registered form, registered in such name or names as
may be directed by such Holder; and, if fewer than all of the Warrants evidenced
by such Warrant Certificate were exercised, the Company shall execute and an
authorized officer of the Warrant Agent shall manually authenticate and deliver
a new Warrant Certificate evidencing the number of Warrants remaining
unexercised.

             (d)  The Company shall not be required to pay any stamp or other
tax or other governmental charge required to be paid in connection with any
transfer involved in the issue of the Warrant Debt Securities; and in the event
that any such transfer is involved, the Company shall not be required to issue
or deliver any Warrant Debt Securities until such tax or other charge shall have
been paid or it has been established to the Company's satisfaction that no such
tax or other charge is due.


                                        6



                                   ARTICLE III

                             OTHER TERMS OF WARRANTS

          Section 3.1  [CALL OF WARRANTS BY THE COMPANY.(3)  IF WARRANTS ISSUED
HEREUNDER ARE CALLABLE BY THE COMPANY -- The Company shall have the right to
call and repurchase any or all Warrants on or after ________, 19__ (the "Call
Date") and upon the occurrence of [discuss events or circumstances under which
Company may call the Warrants] (the "Call Terms") at a price of $ ________ per
Warrant (the "Call Price").  Notice of such Call Price, Call Date and Call Terms
shall be given to registered holders of Warrants in the manner provided in
Section 7.5.]


                                   ARTICLE IV

                     [REGISTRATION,] EXCHANGE, TRANSFER AND
                      SUBSTITUTION OF WARRANT CERTIFICATES

          Section 4.1  [REGISTRATION,] EXCHANGE AND TRANSFER OF WARRANT
CERTIFICATES.  [IF REGISTERED WARRANTS -- The Warrant Agent shall keep, at its
corporate trust office [and at               ], books in which, subject to such
reasonable regulations as it may prescribe, it shall register Warrant
Certificates and transfers of outstanding Warrant Certificates].

          [IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE -- Prior to the Detachable Date, a Warrant Certificate may be
exchanged or transferred only together with the Offered Debt Security to which
such Warrant Certificate was initially attached, and only for the purpose of
effecting, or in conjunction with, an exchange or transfer of such Offered Debt
Security.  Additionally, on or prior to the Detachable Date, each transfer or
exchange of an Offered Debt Security [on the register of the Offered Debt
Securities] shall operate also to transfer or exchange the Warrant Certificate
or Certificates to which such Offered Debt Security was initially attached.
After the Detachable Date, upon] [IF OFFERED DEBT SECURITIES AND WARRANTS WHICH
ARE IMMEDIATELY DETACHABLE OR IF WARRANTS ALONE - Upon] surrender at the
corporate

________________________

(3)  Complete and modify the provisions of this Section as appropriate to
     reflect the exact terms of the Warrants.


                                        7





trust office of the Warrant Agent [or____ ____ ______] of Warrant Certificates
properly endorsed [or accompanied by appropriate instruments of transfer] and
accompanied by written instructions for [transfer or] exchange, all in a form
satisfactory to the Company and the Warrant Agent, such Warrant Certificates may
be exchanged for other Warrant Certificates [IF REGISTERED WARRANTS -- or may be
transferred in whole or in part]; provided that Warrant Certificates issued in
exchange for [or upon transfer of] surrendered Warrant Certificates shall
evidence the same aggregate number of Warrants as the Warrant Certificates so
surrendered.  No service charge shall be made for any exchange [or transfer] of
Warrant Certificates, but the Company may require payment of a sum sufficient to
cover any stamp or other tax or governmental charge that may be imposed in
connection with any such exchange [or transfer].  Whenever any Warrant
Certificates are so surrendered for exchange [or transfer], the Company shall
execute and an authorized officer of the Warrant Agent shall manually
authenticate and deliver to the person or persons entitled thereto a Warrant
Certificate or Warrant Certificates as so requested.  The Warrant Agent shall
not be required to effect any exchange [or transfer] which would result in the
issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number
of full Warrants and a fraction of a Warrant.  All Warrant Certificates issued
upon any exchange [or transfer] of Warrant Certificates shall evidence the same
obligations, and be entitled to the same benefits under this Agreement, as the
Warrant Certificates surrendered for such exchange [or transfer].

          Section 4.2  MUTILATED, DESTROYED, LOST OR STOLEN WARRANT
CERTIFICATES.  If any mutilated Warrant Certificate is surrendered to the
Warrant Agent, the Company shall execute and an officer of the Warrant Agent
shall manually authenticate and deliver in exchange therefor a new Warrant
Certificate of like tenor and bearing a number not contemporaneously
outstanding. If there shall be delivered to the Company and the Warrant Agent
(i) evidence to their satisfaction of the destruction, loss or theft of any
Warrant Certificate and of the ownership thereof and (ii) such security or
indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the
Warrant Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Company shall execute and upon its request an officer of the
Warrant Agent shall manually authenticate and deliver, in lieu of any such
destroyed, lost or stolen Warrant Certificate, a new Warrant Certificate of like
tenor and bearing a number not contemporaneously outstanding. Upon the issuance
of any new Warrant Certificate under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other


                                        8




expenses (including the fees and expenses of the Warrant Agent) connected
therewith. Every new Warrant Certificate issued pursuant to this Section in lieu
of any destroyed, lost or stolen Warrant Certificate shall evidence an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Warrant Certificate shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Agreement equally and
proportionately with any and all other Warrant Certificates duly issued
hereunder. The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Warrant Certificates.

          Section 4.3  PERSONS DEEMED OWNERS. [IF OFFERED DEBT SECURITIES AND
WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- Prior to the Detachable Date,
the Company, the Warrant Agent and all other persons may treat the registered
owner of any Offered Debt Security as the owner of the Warrant Certificates
initially attached thereto for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced by such Warrant
Certificates, any notice to the contrary notwithstanding. After the Detachable
Date,] [IF REGISTERED WARRANTS -- and prior to due presentment of a Warrant
Certificate for registration of transfer, the] [IF OFFERED DEBT SECURITIES AND
WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE -- The] Company, the
Warrant Agent and all other persons may treat the Holder as the owner thereof
for any purpose and as the person entitled to exercise the rights represented by
the Warrants evidenced thereby, any notice to the contrary notwithstanding.

          Section 4.4  CANCELLATION OF WARRANT CERTIFICATES. Any Warrant
Certificate surrendered for exchange [,  transfer] or exercise of the Warrants
evidenced thereby shall, if surrendered to the Company, be delivered to the
Warrant Agent, and [IF WARRANT CERTIFICATES ARE ISSUED IN BEARER FORM -- ,
except as provided below,] all Warrant Certificates surrendered or so delivered
to the Warrant Agent shall be promptly cancelled by it and shall not be reissued
and, except as expressly permitted by this Agreement, no Warrant Certificate
shall be issued hereunder in lieu or in exchange thereof. [IF WARRANT
CERTIFICATES ARE ISSUED IN BEARER FORM -- Warrant Certificates delivered to the
Warrant Agent in exchange for Warrant Certificates of other denominations may be
retained by the Warrant Agent for reissue as authorized hereunder.] The Company
may at any time deliver to the Warrant Agent for cancellation any Warrant
Certificates previously issued hereunder which the Company may have acquired in
any manner whatsoever, and all Warrant Certificates so delivered shall be
promptly cancelled by the Warrant Agent. All cancelled Warrant Certificates held
by the


                                        9




Warrant Agent shall be disposed of, as instructed by the Company, subject to
applicable law.


                                    ARTICLE V

                       OTHER PROVISIONS RELATING TO RIGHTS
                        OF HOLDERS OF WARRANT CERTIFICATES

          Section 5.1  NO RIGHTS AS HOLDERS OF WARRANT DEBT SECURITIES CONFERRED
BY WARRANTS OR WARRANT CERTIFICATES. No Warrant Certificate or Warrant evidenced
thereby shall entitle the Holder thereof to any of the rights of a Holder of the
Warrant Debt Securities, including, without limitation, the right to receive the
payment of principal of (or premium, if any) or interest, if any, on the Warrant
Debt Securities or to enforce any of the covenants in the Indenture.

          Section 5.2  HOLDER OF WARRANT CERTIFICATE MAY ENFORCE RIGHTS.
Notwithstanding any of the provisions of this Agreement, any Holder of any
Warrant Certificate, without the consent of the Warrant Agent, the Trustee, the
holder of any Warrant Debt Securities or the Holder of any other Warrant
Certificate, may, on its own behalf and for its own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce or otherwise in respect of its right to exercise the Warrant
or Warrants evidenced by his or her Warrant Certificate in the manner provided
in the Warrant Certificates and in this Agreement.


                                   ARTICLE VI

                          CONCERNING THE WARRANT AGENT

          Section 6.1  WARRANT AGENT. The Company hereby appoints
________________________ as Warrant Agent of the Company in respect of the
Warrants and the Warrant Certificates upon the terms and subject to the
conditions herein set forth, and ____________________________ hereby accepts
such appointment.  The Warrant Agent shall have the power and authority granted
to and conferred upon it in the Warrant Certificates and hereby and such further
power and authority to act on behalf of the Company as the Company may hereafter
grant to or confer upon it.  All of the terms and provisions with respect


                                       10




to such power and authority contained in the Warrant Certificates are subject to
and governed by the terms and provisions hereof.

          Section 6.2  CONDITIONS OF WARRANT AGENT'S OBLIGATIONS. The Warrant
Agent accepts its obligations herein set forth, upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the Holders from time to time of the Warrant
Certificates shall be subject:

             (a)  COMPENSATION AND INDEMNIFICATION. The Company agrees promptly
to pay the Warrant Agent the compensation to be agreed upon with the Company for
all services rendered by the Warrant Agent and to reimburse the Warrant Agent
for reasonable out-of-pocket expenses (including reasonable counsel fees)
incurred by the Warrant Agent in connection with the services rendered hereunder
by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Warrant Agent, arising out of
or in connection with its acting as such Warrant Agent hereunder, including the
reasonable costs and expenses of defending itself against any claim or liability
in connection with the exercise or performance at any time of its powers or
duties hereunder. The obligations of the Company under this subsection (a) shall
survive the exercise of the Warrant Certificates and the resignation or removal
of the Warrant Agent.

             (b)  AGENT FOR THE COMPANY.  In acting under this Warrant
Agreement and in connection with the Warrant Certificates, the Warrant Agent is
acting solely as agent of the Company and does not assume any obligation or
relationship of agency or trust for or with any of the owners or Holders of the
Warrant Certificates.

             (c)  COUNSEL.  The Warrant Agent may consult with counsel, which
may include counsel for the Company, and the written advice of such counsel
shall be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

             (d)  DOCUMENTS.  The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken or omitted by it in
reliance upon any notice, direction, consent, certificate, affidavit, statement
or


                                       11




other paper or document reasonably believed by it to be genuine and to have been
presented or signed by the proper parties.

             (e)  CERTAIN TRANSACTIONS.  The Warrant Agent, any of its
officers, directors and employees, or any other agent of the Company, in its
individual or any other capacity, may become the owner of, or acquire any
interest in, any Warrant Certificates, with the same rights that it would have
if it were not such Warrant Agent, officer, director, employee or other agent,
and, to the extent permitted by applicable law, it may engage or be interested
in any financial or other transaction with the Company and may act on, or as
depositary, trustee or agent for, any committee or body of holders of Warrant
Debt Securities or other obligations of the Company as freely as if it were not
such Warrant Agent, officer, director, employee or other agent. Nothing in this
Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as
Trustee under the Indenture.

             (f)  NO LIABILITY FOR INTEREST.  The Warrant Agent shall not be
under any liability for interest on any monies at any time received by it
pursuant to any of the provisions of this Agreement or of the Warrant
Certificates unless otherwise agreed to in writing by the Company and the
Warrant Agent and except for the negligence of the Warrant Agent.

             (g)  NO LIABILITY FOR INVALIDITY.  The Warrant Agent shall not
incur any liability with respect to the validity of this Agreement or any of the
Warrant Certificates.

             (h)  NO RESPONSIBILITY FOR REPRESENTATIONS.  The Warrant Agent
shall not be responsible for any of the recitals or representations contained
herein or in the Warrant Certificates (except as to the Warrant Agent's
Certificate of Authentication thereon), all of which are made solely by the
Company.

             (i)  NO IMPLIED OBLIGATIONS.  The Warrant Agent shall be obligated
to perform such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read into
this Agreement or the Warrant Certificates against the Warrant Agent. The
Warrant Agent shall not be under any obligation to take any action hereunder
which may tend to involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion, assured to it. The
Warrant Agent shall not be accountable or under any duty or responsibility for
the use by the Company of any of the Warrant Certificates authenticated by the
Warrant


                                       12




Agent and delivered by it to the Company pursuant to this Agreement or for the
application by the Company of the proceeds of the Warrant Certificates or any
exercise of the Warrants evidenced thereby. The Warrant Agent shall have no duty
or responsibility in case of any default by the Company in the performance of
its covenants or agreements contained herein or in the Warrant Certificates or
in the Warrant Debt Securities or in the case of the receipt of any written
demand from a Holder of a Warrant Certificate with respect to such default,
including, without limiting  the generality of the foregoing, any duty or
responsibility to initiate or attempt to initiate any proceeding at law or
otherwise or, except as provided in Section 7.4 hereof, to make any demand upon
the Company.

          Section 6.3  RESIGNATION, REMOVAL AND APPOINTMENT OF SUCCESSOR. (a)
The Company agrees, for the benefit of the Holders from time to time of the
Warrant Certificates, that there shall at all times be a Warrant Agent hereunder
until all of the Warrant Certificates are no longer exercisable.

             (b)  The Warrant Agent may at any time resign as such agent by
giving written notice to the Company of such intention on its part, specifying
the date on which it desires its resignation to become effective; provided that,
without the consent of the Company, such date shall not be less than three
months after the date on which such notice is given. The Warrant Agent hereunder
may be removed at any time by the filing with it of an instrument in writing
signed by or on behalf of the Company and specifying such removal and the date
on which the Company expects such removal to become effective. Such resignation
or removal shall take effect upon the appointment by the Company of a successor
Warrant Agent (which shall be a bank or trust company organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia and authorized under such laws to exercise corporate
trust powers) by an instrument in writing filed with such successor Warrant
Agent and the acceptance of such appointment by such successor Warrant Agent
pursuant to Section 6.3(d).

             (c)  In case at any time the Warrant Agent shall resign, or be
removed, or shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or shall file a voluntary petition in bankruptcy or make an
assignment for the benefit of its creditors or consent to the appointment of a
receiver or custodian of all or any substantial part of its property, or shall
admit in writing its inability to pay or meet its debts as they mature, or if a
receiver or custodian of it or of all or any substantial part of its property
shall be appointed, or if an order of any court shall be entered approving any
petition filed by or against it under


                                       13




the provisions of any applicable bankruptcy or similar law, or if any public
officer shall have taken charge or control of the Warrant Agent or of its
property or affairs, a successor Warrant Agent, qualified as aforesaid, shall be
appointed by the Company by an instrument in writing, filed with the successor
Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent
and acceptance by the latter of such appointment, the Warrant Agent so
superseded shall cease to be Warrant Agent hereunder.

             (d)  Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to transfer, deliver
and pay over, and such successor Warrant Agent shall be entitled to receive, all
monies, securities and other property on deposit with or held by such
predecessor, as Warrant Agent hereunder.

             (e)  Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Warrant Agent, provided that it shall be qualified as aforesaid, shall be the
successor Warrant Agent under this Agreement without the execution or filing of
any paper or any further act on the part of any of the parties hereto.


                                   ARTICLE VII

                                  MISCELLANEOUS

          Section 7.1  CONSOLIDATIONS AND MERGERS OF THE COMPANY AND SALES,
LEASES AND CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS. To the extent
permitted in the Indenture, the Company may consolidate with, or sell or convey
all or substantially all of its assets to, or merge with or into any other
corporation.


                                       14




          Section 7.2  RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In case of
any such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein, and the predecessor corporation, except in the event of a
lease, shall be relieved of any further obligation under this Agreement and the
Warrants.  Such successor corporation thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
Warrant Debt Securities issuable pursuant to the terms hereof.  All the Warrant
Debt Securities so issued shall in all respects have the same legal rank and
benefit under the Indenture as the Warrant Debt Securities theretofore or
thereafter issued in accordance with the terms of this Agreement and the
Indenture.

          In case of any such consolidation, merger, sale, lease or conveyance,
such changes in phraseology and form (but not in substance) may be made in the
Warrant Debt Securities thereafter to be issued as may be appropriate.

          Section 7.3  AMENDMENT. This Agreement may be amended by the parties
hereto, without the consent of the Holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein, or making such provisions in regard to
matters or questions arising under this Agreement as the Company may deem
necessary or desirable; provided that such action shall not adversely affect the
interests of the Holders of the Warrant Certificates in any material respect.
Any amendment or supplement to this Agreement or the  Warrants that has a
material adverse effect on the interests of Holders of any series of Warrants
shall require the written consent of Holders of a majority of the then
outstanding Warrants of such series.  The consent of each Holder of a Warrant
affected shall be required for any amendment pursuant to which the Warrant Price
would be increased or the number of Debt Securities purchasable upon exercise of
Warrants would be decreased.  The Warrant Agent may, but shall not be obligated
to, enter into any amendment to this Agreement which affects the Warrant Agent's
own rights, duties or immunities under this Agreement or otherwise.

          Section 7.4  NOTICE AND DEMANDS TO THE COMPANY AND WARRANT AGENT. If
the Warrant Agent shall receive any notice or demand addressed to the Company by
the Holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.


                                       15




          Section 7.5  NOTICES TO WARRANTHOLDERS. Pursuant to Sections 3.1 [add
other sections as applicable], the Company shall cause written notice of such
Call Price, Call Date and Call Terms [reference other items as applicable], as
the case may be, to be given as soon as practicable to the Warrant Agent and to
each of the registered holders of the Warrant Certificates by first class mail,
postage prepaid, at such holder's address appearing on the Warrant Register.  In
addition to the written notice referred to in the preceding sentence, the
Company shall make a public announcement in a daily morning newspaper of general
circulation in __________ of such Call Price, Call Date, and Call Terms
[reference other items as applicable], as the case may be, at least once a week
for two successive weeks prior to the implementation of such terms.

          Section 7.6  ADDRESSES. Any communications from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to , Attention:
_______________, and any communications from the Warrant Agent to the Company
with respect to this Agreement shall be addressed to DC Holdco, Inc. c/o The
Walt Disney Company, 500 South Buena Vista Street, Burbank, California 91521,
Attention: Corporate Secretary (or such other address as shall be specified in
writing by the Warrant Agent or by the Company).

          Section 7.7  GOVERNING LAW. This Agreement and each Warrant
Certificate issued hereunder shall be governed by and construed in accordance
with the laws of the State of New York.

          Section 7.8  DELIVERY OF PROSPECTUS. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus, appropriately supplemented,
relating to the Warrant Debt Securities (the "Prospectus"), and the Warrant
Agent agrees that, upon the exercise of any Warrant Certificate, the Warrant
Agent will deliver to the person designated to receive Warrant Debt Securities,
prior to or concurrently with the delivery of such Securities, a Prospectus.

          Section 7.9  OBTAINING OF GOVERNMENTAL APPROVALS. The Company will
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States Federal and
State laws (including, without limitation, to the extent required, the
maintenance of the effectiveness of a registration statement in respect of the
Warrant Debt Securities under the Securities Act of 1933, as amended), which may
be or become required in connection with the exercise of the Warrant
Certificates and the original issuance and delivery of the Warrant Debt
Securities.


                                       16




          Section 7.10 PERSONS HAVING RIGHTS UNDER WARRANT AGREEMENT. Nothing in
this Agreement expressed or implied and nothing that may be inferred from any of
the provisions hereof is intended, or shall be construed, to confer upon, or
give to, any person or corporation other than the Company, the Warrant Agent and
the Holders of the Warrant Certificates any right, remedy or claim under or by
reason of this Agreement or of any covenant, condition, stipulation, promise or
agreement hereof; and all covenants, conditions, stipulations, promises and
agreements contained in this Agreement shall be for the sole and exclusive
benefit of the Company and the Warrant Agent and their successors and of the
Holders of the Warrant Certificates.

          Section 7.11 HEADINGS. The Article and Section headings herein and the
Table of Contents are for convenience of reference only and shall not affect the
construction hereof.

          Section 7.12 COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the same
instrument.

          Section 7.13 INSPECTION OF AGREEMENT. A copy of this Agreement shall
be available at all reasonable times at the principal corporate trust office of
the Warrant Agent [and at ___________] for inspection by the Holder of any
Warrant Certificate. The Warrant Agent may require such Holder to submit its
Warrant Certificate for inspection by it.


                                       17




          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, and their respective corporate seal to be hereunto affixed and
attested, all as of the day and year first above written.

                                   DC HOLDCO, INC.


                                   By ___________________________

[SEAL]


Attest:


_______________________



                                   [NAME OF WARRANT AGENT]


                                   By ___________________________

[SEAL]


Attest:


_________________________
[Assistant Secretary]



                                       18



                                                                       EXHIBIT A

                          [FORM OF WARRANT CERTIFICATE]
                                     [Face]


FORM OF LEGEND IF OFFERED                 [Prior to __________, this
DEBT SECURITIES WITH                      Warrant Certificate may be
WARRANTS WHICH ARE NOT                    transferred or exchanged
IMMEDIATELY DETACHABLE:                   if and only if the [Title
                                          of Offered Debt Security]
                                          to which it was initially
                                          attached is so transferred
                                          or exchanged.]

FORM OF LEGEND IF WARRANTS                [Prior to ____________,
ARE NOT IMMEDIATELY                       Warrants evidenced by this
EXERCISABLE:                              Warrant Certificate cannot
                                          be exercised.]


                EXERCISABLE ONLY IF AUTHENTICATED BY THE WARRANT
                            AGENT AS PROVIDED HEREIN

                VOID AFTER THE CLOSE OF BUSINESS ON _______, 19__

                                 DC HOLDCO, INC.

                        Warrant Certificate representing
                              Warrants to purchase
                       [Title of Warrant Debt Securities]
                               as described herein
                            ________________________


No.                                                           _________ Warrants

          This certifies that [the bearer is the] [_______________________ or
registered assigns is the registered] owner of the above indicated number of
Warrants, each Warrant entitling such [bearer [IF OFFERED DEBT SECURITIES AND
WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE --, subject to the bearer
qualifying as a "Holder" of this Warrant Certificate, as hereinafter defined]
[registered owner] to purchase, at any time [after the close of business on
_________, 19__,


                                      A - 1




and] on or before the close of business on __________, 19__, $_______ principal
amount of [Title of Warrant Debt Securities] (the "Warrant Debt Securities") of
DC Holdco, Inc. (the "Company"), issued or to be issued under the Indenture (as
hereinafter defined), on the following basis.*  [During the period from
________, 19__ through and including ________ 19__, each Warrant shall entitle
the Holder thereof, subject to the provisions of the Warrant Agreement (as
defined below), to purchase from the Company the principal amount of Warrant
Debt Securities stated above in this Warrant Certificate at the exercise price
of ___% of the principal amount thereof [plus accrued amortization, if any, of
the original issue discount of the Warrant Debt Securities] [plus accrued
interest, if any, from the most recent date from which interest shall have been
paid on the Warrant Debt Securities or, if no interest shall have been paid on
the Warrant Debt Securities, from __________, 19__]; [in each case, the original
issue discount ($________ for each $1,000 principal amount of Warrant Debt
Securities) will be amortized at a ___% annual rate, computed on a[n] [semi-]
annual basis[, using a 360-day year consisting of twelve 30-day months] [(the
"Exercise Price")].  The Holder of this Warrant Certificate may exercise the
Warrants evidenced hereby, in whole or in part, by surrendering this Warrant
Certificate, with the purchase form set forth hereon duly completed, accompanied
[by payment in full, in lawful money of the United States of America, [in cash
or by certified check or official bank check in New York Clearing House funds]
[by bank wire transfer in immediately available funds]] [by surrender of the
[specified aggregate principal amount of [identified securities]], the Exercise
Price for each Warrant exercised, to the Warrant Agent (as hereinafter defined),
at the corporate trust office of [name of Warrant Agent], or its successor as
warrant agent (the "Warrant Agent") [or at ________,] at the addresses specified
on the reverse hereof and upon compliance with and subject to the conditions set
forth herein and in the Warrant Agreement.  This Warrant Certificate may be
exercised only for the purchase of Warrant Debt Securities in the principal
amount of [$1,000] or any integral multiple thereof.

          The term "Holder" as used herein shall mean [IF OFFERED DEBT
SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- , prior to
___________, 19__ (the "Detachable Date"), the registered owner of the Company's
[title of Offered Debt Securities] to which such Warrant Certificate was
initially attached, and after such Detachable Date,] [the bearer of such Warrant
Certificate] [the person in whose name at the time such Warrant Cer-

___________________________
*    Complete and modify the following provisions as appropriate to reflect the
     terms of the Warrants and the Warrant Debt Securities.


                                      A - 2




tificate shall be registered upon the books to be maintained by the Warrant
Agent for that purpose pursuant to Section 3.01 of the Warrant Agreement].

          Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase Warrant Debt Securities in registered form.  Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the [bearer] [registered owner] hereof a
new Warrant Certificate evidencing the number of Warrants remaining unexercised.

          This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ____________, 19__ (the "Warrant Agreement"),
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the Holder of this Warrant Certificate consents by acceptance hereof.
Copies of the Warrant Agreement are on file at the above-mentioned office at the
Warrant Agent [and at ____________].

          The Warrant Debt Securities to be issued and delivered upon the
exercise of warrants evidenced by this Warrant Certificate will be issued under
and in accordance with an Indenture (the "Indenture"), dated as of ___________,
___ between the Company and _________________________________________, as
trustee (such trustee, and any successors to such trustee, the "Trustee") and
will be subject to the terms and provisions contained in the Warrant Debt
Securities and in the Indenture.  Copies of the Indenture, including the form of
the Warrant Debt Securities, are on file at the corporate trust office of the
Trustee [and at ____________________].

          [IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE -- Prior to ___________, 19__ (the "Detachable Date"), this Warrant
Certificate may be exchanged or transferred only together with the [title of
Offered Debt Security] (the "Offered Debt Security") to which this Warrant
Certificate was initially attached, and only for the purpose of effecting, or in
conjunction with, an exchange or transfer of such Offered Debt Security.
Additionally, on or prior to the Detachable Date each transfer of such Offered
Debt Security on the register of the Offered Debt Securities shall operate also
to transfer this Warrant Certificate.  After the Detachable Date, this] [IF
OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR
WARRANTS ALONE -- This] Warrant Certificate, and all rights hereunder, may be
transferred [IF BEARER WARRANTS -- by delivery and the Company and the Warrant
Agent may treat the bearer hereof as the owner for all purposes] [IF REGISTERED
WARRANTS --


                                      A - 3




when surrendered at the corporate trust office of the Warrant Agent [or
___________] by the registered owner or his assigns, in person or by an attorney
duly authorized in writing, in the manner and subject to the limitations
provided in the Warrant Agreement].

          [IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE -- Except as provided in the immediately preceding paragraph, after]
[IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR
WARRANTS ALONE -- After] authentication by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office at the Warrant Agent [or at
_______________] for Warrant Certificates representing the same aggregate number
of Warrants.

          This Warrant Certificate shall not entitle the [bearer] [registered
owner] hereof to any of the rights of a [registered] [holder] of the Warrant
Debt Securities, including, without limitation, the right to receive payments of
principal (and premium, if any) or interest, if any, on the Warrant Debt
Securities or to enforce any of the covenants of the Indenture.

          Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

          This Warrant Certificate shall not be valid or obligatory for any
purpose until authenticated by the Warrant Agent.




                                      A - 4




          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.

     Dated:_______________

                                        DC HOLDCO, INC.

                                        By: ___________________________

Attest:


________________________________
Certificate of Authentication

          This is one of the Warrant Certificates referred to in the within-
mentioned Warrant Agreement.


________________________________
     As Warrant Agent


By: ____________________________
     Authorized Signature






                                      A - 5




                          [FORM OF WARRANT CERTIFICATE]
                                    [REVERSE]
                     (Instructions for Exercise of Warrants)

          To exercise any Warrants evidenced hereby, the Holder of this Warrant
Certificate must pay [in cash or by certified check or official bank check in
New York Clearing House funds or by bank wire transfer in immediately available
funds], the Exercise Price in full for each of the Warrants exercised, to
_______________, Corporate Trust Department, ______________, Attn: _____________
[or ________________], which payment should specify the name of the Holder of
this Warrant Certificate and the number of Warrants exercised by such Holder.
In addition, the Holder of this Warrant Certificate should complete the
information required below and present in person or mail by registered mail this
Warrant Certificate to the Warrant Agent at the addresses set forth below.


                               [FORM OF EXERCISE]

                   (To be executed upon exercise of Warrants.)

          The undersigned hereby irrevocably elects to exercise ____ Warrants,
represented by this Warrant Certificate, to purchase $________ principal amount
of the [Title of Warrant Debt Securities] (the "Warrant Debt Securities") of DC
Holdco, Inc. and represents that he has tendered payment for such Warrant Debt
Securities [in cash or by certified check or official bank check in New York
Clearing House funds or by bank wire transfer in immediately available funds] to
the order of DC Holdco, Inc., c/o Treasurer, in the amount of $_________ in
accordance with the terms hereof.  The undersigned requests that said principal
amount of Warrant Debt Securities be in fully registered form, in the authorized
denominations, registered in such names and delivered, all as specified in
accordance with the instructions set forth below.

          If said principal amount of Warrant Debt Securities is less than all
of the Warrant Debt Securities purchasable hereunder, the undersigned requests
that a new Warrant Certificate representing the remaining balance of the
Warrants evidenced hereby be issued and delivered to the undersigned unless
otherwise specified in the instructions below.



                                      A - 6




Dated:

                                        Name _________________________


_________________________________
(Insert Social Security or Other
Identifying Number of Holder)           Address ______________________
                                                ______________________

                                        Signature ____________________
                                        [If registered warrant -- (Signature
                                        must conform in all respects to name of
                                        holder as specified on the face of the
                                        Warrant Certificate and must bear a
                                        signature guarantee by a bank, trust
                                        company or member broker of the New
                                        York, Chicago or Pacific Stock
                                        Exchange.)]

          This Warrant may be exercised at the following addresses:

          By hand at          _________________________
                              _________________________
                              _________________________
                              _________________________

          By mail at          _________________________
                              _________________________
                              _________________________
                              _________________________

(Instructions as to form and delivery of Warrant Debt Securities and/or Warrant
Certificates):



                                      A - 7




                              [FORM OF ASSIGNMENT]

              (TO BE EXECUTED TO TRANSFER THE WARRANT CERTIFICATE)

          FOR VALUE RECEIVED ____________________ hereby sells, assigns and
transfers unto


                              ___________________________________
                              (Please print name and
                                address including zip code)

Please insert social security or other
identifying number


______________________________


__________________________________________________________________________
the right represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint ________________, Attorney, to transfer said
Warrant Certificate on the books of the Warrant Agent with full power of
substitution.

Dated:

                              ____________________________________________
                                        Signature
                              (Signature must conform in all respects to name of
                              holder as specified on the face of this Warrant
                              Certificate and must bear a signature guarantee by
                              a bank, trust company or member broker of the New
                              York, Chicago or Pacific Stock Exchange)

Signature Guaranteed:


_____________________________



                                      A - 8