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Published: 2008-03-26

Form of Preferred Stock Warrant Agreement - DC Holdco Inc.



                    FORM OF PREFERRED STOCK WARRANT AGREEMENT
            _________________________________________________________





                                 DC HOLDCO, INC.



                                       and



                             ______________________
                                  As Warrant Agent



                             ______________________



                                WARRANT AGREEMENT


                         Dated as of ____________, 199__


                             ______________________




            _________________________________________________________





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                                                                            ----

                              TABLE OF CONTENTS(1)


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

                                    ARTICLE I

                     ISSUANCE, EXECUTION AND AUTHENTICATION
                             OF WARRANT CERTIFICATES

Section 1.1  Issuance of Warrant Certificates  . . . . . . . . . . . . . . .  1
Section 1.2  Form of Warrant Certificate   . . . . . . . . . . . . . . . . .  2
Section 1.3  Execution and Authentication of Warrant Certificates  . . . . .  2
Section 1.4  Temporary Warrant Certificates  . . . . . . . . . . . . . . . .  3
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  . . . . . . . . . . . . . . . . . . . . .  5
Section 2.4  Reservation of Shares   . . . . . . . . . . . . . . . . . . . .  7

                                   ARTICLE III

                             OTHER TERMS OF WARRANTS

Section 3.1  Call of Warrants by the Company   . . . . . . . . . . . . . . .  7
Section 3.2  Adjustment of Exercise Price and Number
             of Shares Purchasable or Number of Warrants   . . . . . . . . .  7


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


                                        i



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                                   ARTICLE IV

                      REGISTRATION, EXCHANGE, TRANSFER AND
                      SUBSTITUTION OF WARRANT CERTIFICATES

Section 4.1  Registration, Exchange and Transfer of
             Warrant Certificates  . . . . . . . . . . . . . . . . . . . . . 12
Section 4.2  Mutilated, Destroyed, Lost or Stolen
             Warrant Certificates  . . . . . . . . . . . . . . . . . . . . . 13
Section 4.3  Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . 14
Section 4.4  Cancellation of Warrant Certificates  . . . . . . . . . . . . . 14

                                    ARTICLE V

                       OTHER PROVISIONS RELATING TO RIGHTS
                       OF HOLDERS OF WARRANT CERTIFICATES

Section 5.1  No Rights as Stockholders Conferred by
             Warrants or Warrant Certificates  . . . . . . . . . . . . . . . 15
Section 5.2  Holder of Warrant Certificate May
             Enforce Rights  . . . . . . . . . . . . . . . . . . . . . . . . 15

                                   ARTICLE VI

                          CONCERNING THE WARRANT AGENT

Section 6.1  Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 6.2  Conditions of Warrant Agent's Obligations . . . . . . . . . . . 16
Section 6.3  Resignation, Removal and Appointment of Successor . . . . . . . 18

                                   ARTICLE VII

                                  MISCELLANEOUS

Section 7.1  Consolidations and Mergers of the Company and
             Sales, Leases and Conveyances Permitted Subject
             to Certain Conditions . . . . . . . . . . . . . . . . . . . . . 20
Section 7.2  Rights and Duties of Successor Corporation  . . . . . . . . . . 20


                                       ii



                                                                            Page
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Section 7.3  Amendment . . . . . . . . . . . . . . . . . . . . . . . . . .   20
Section 7.4  Notices and Demands to the Company and
             Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . .   21
Section 7.5  Notices to Warrantholders . . . . . . . . . . . . . . . . . .   21
Section 7.6  Addresses . . . . . . . . . . . . . . . . . . . . . . . . . .   23
Section 7.7  Governing Law . . . . . . . . . . . . . . . . . . . . . . . .   23
Section 7.8  Delivery of Prospectus  . . . . . . . . . . . . . . . . . . .   23
Section 7.9  Obtaining of Governmental Approvals . . . . . . . . . . . . .   23
Section 7.10 Persons Having Rights under Warrant Agreement   . . . . . . .   23
Section 7.11 Headings  . . . . . . . . . . . . . . . . . . . . . . . . . .   24
Section 7.12 Counterparts  . . . . . . . . . . . . . . . . . . . . . . . .   24
Section 7.13 Inspection of Agreement . . . . . . . . . . . . . . . . . . .   24

Testimonium. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
Exhibit A - Form of Warrant Certificate





                                       iii




          THIS WARRANT AGREEMENT, dated as of __________, 199__, 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 proposes to sell [IF OFFERED SECURITIES AND
WARRANTS - [title of Offered Securities being offered] (the "Offered
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 (the "Warrants" or,
individually, a "Warrant") representing the right to purchase shares of
[designation of Preferred Stock] (the "Preferred Stock"); 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:

                                    ARTICLE I

                      ISSUANCE, EXECUTION AND AUTHENTICATION
                             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 SECURITIES AND WARRANTS -- Warrant Certificates shall be [initially]
issued in units with the Offered 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.]  Each Warrant evidenced thereby shall represent the
right, subject to the provisions contained herein and therein, to purchase one
share of Preferred Stock.






          Section 1.2  FORM OF WARRANT CERTIFICATE.  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, its 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.

          Warrant Certificates evidencing the right to purchase a number of
shares of Preferred Stock having an aggregate liquidation value not exceeding
$ __________ (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 a number of shares of Preferred Stock having an aggregate
liquidation value not exceeding $ _________ 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 in
substitution for one or more previously authenticated Warrant Certificates or in
connection with their transfer, as hereinafter provided.



                                        2




          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 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.


                                        3




          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 SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE -- prior to the Detachable Date, the registered owner of the Offered
Security to which such Warrant Certificate was initially attached, and, after
such Detachable Date,] 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 SECURITIES AND
WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- Prior to the Detachable Date,
the Company will, or will cause the registrar of the Offered Securities to, make
available to the Warrant Agent current information as to Holders of the Offered
Securities.]





                                        4




                                   ARTICLE II

                 WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

          Section 2.1  WARRANT PRICE.(2)  During the period set forth in Section
2.2, each Warrant shall entitle the Holder thereof, subject to the provisions of
this Agreement, to purchase from the Company one share of Preferred Stock at the
exercise price of $ _________.  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 bank wire transfer in
immediately available funds,] of the Exercise Price for each Warrant exercised.
The date on 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.



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


                                        5




               (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 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 certificate or certificates representing shares of Preferred Stock 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 shall reasonably require.

               (c)  As soon as practicable after the exercise of any Warrants,
the Company shall issue to or upon the order of the Holder of the Warrant
Certificate evidencing such Warrants, a certificate or certificates representing
the number of shares of Preferred Stock to which such Holder is entitled 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 issuance of the Preferred Stock; and in the event that
any such transfer is involved, the Company shall not be required to issue or
deliver any shares of Preferred Stock 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.

          Section 2.4  RESERVATION OF SHARES.  For the purpose of enabling it to
satisfy any obligation to issue shares of Preferred Stock upon exercise of
Warrants, the Company will, at all times through the close of business on the
Expiration Date, reserve and keep available, free from preemptive rights and out
of its aggregate authorized but unissued shares of Preferred Stock, the number
of shares of Preferred Stock deliverable upon the exercise of all outstanding
Warrants.

          The Company covenants that all shares of Preferred Stock issued upon
exercise of the Warrants will, upon issuance in accordance with the terms of
this Agreement, be fully paid and nonassessable and free from all taxes, liens,


                                        6




charges and security interests created by or imposed upon the Company with
respect to the issuance and holding thereof.

                                   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.]

          Section 3.2  ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES
PURCHASABLE OR NUMBER OF WARRANTS.  The Exercise Price, the number of shares of
Preferred Stock purchasable upon the exercise of each Warrant and the number of
Warrants outstanding are subject to adjustment from time to time upon the
occurrence of the events enumerated in this Section 3.2.

               (a)  If the Company shall (i) pay a dividend in or make a
distribution of shares of its capital stock, whether shares of Preferred Stock
or shares of its capital stock of any other class, (ii) subdivide its
outstanding shares of Preferred Stock, (iii) combine its outstanding shares of
Preferred Stock into a smaller number of shares of Preferred Stock or (iv) issue
any shares of its capital stock in a reclassification of the Preferred Stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), the number of shares
of Preferred Stock purchasable upon exercise of each Warrant immediately prior
thereto shall be adjusted so that the holder of each Warrant shall be entitled
to receive the kind and number of shares of Preferred Stock or other securities
of the Company which such holder would have owned or have been entitled to
receive after the happening of any of the events described above, had such
Warrant been exercised immediately prior to the happening of such event or any
record date with respect thereto.  An ad-


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


                                        7





justment made pursuant to this paragraph (a) shall become effective immediately
after the effective date of such event, retroactive to immediately after the
record date, if any, for such event.

               (b)  If the Company shall issue rights, options or warrants to
all holders of its outstanding Preferred Stock, without any charge to such
holders, entitling them to subscribe for or purchase shares of Preferred Stock
at a price per share that is lower than the market price per share of Preferred
Stock (as defined in paragraph (e) below) at the record date mentioned below,
the number of shares of Preferred Stock thereafter purchasable upon the exercise
of each Warrant shall be determined by multiplying the number of shares of
Preferred Stock theretofore purchasable upon exercise of each Warrant by a
fraction, of which the numerator shall be (i) the number of shares of Preferred
Stock outstanding on the date of issuance of such rights, options or warrants
plus the number of additional shares of Preferred Stock offered for subscription
or purchase, and of which the denominator shall be (ii) the number of shares of
Preferred Stock outstanding on the date of issuance of such rights, options or
warrants plus the number of shares which the aggregate offering price of the
total number of shares of Preferred Stock so offered would purchase at the
market price per share of Preferred Stock at such record date.  Such adjustment
shall be made whenever such rights, options or warrants are issued, and shall
become effective retroactive to immediately after the record date for the
determination of stockholders entitled to receive such rights, options or
warrants.

               (c)  If the Company shall distribute to all holders of its shares
of Preferred Stock evidences of its indebtedness or assets (excluding cash
dividends or distributions payable out of capital surplus and dividends or
distributions referred to in paragraph (a) above) or rights, options or warrants
or convertible or exchangeable securities containing the right to subscribe for
or purchase shares of Preferred Stock (excluding those referred to in paragraph
(b) above), then in each case the number of shares of Preferred Stock thereafter
purchasable upon the exercise of each Warrant shall be determined by multiplying
the number of shares of Preferred Stock theretofore purchasable upon the
exercise of each Warrant, by a fraction, of which the numerator shall be (i) the
then current market price per share of Preferred Stock (as defined in paragraph
(e) below) on the date of such distribution, and of which the denominator shall
be (ii) the then current market price per share of Preferred Stock less the then
fair value (as determined by the Board of Directors of the Company, whose
determination shall be conclusive) of the portion of the assets or evidences of
indebtedness so distributed or of such subscription rights, options or warrants
or convertible or


                                        8




exchangeable securities applicable to one share of Preferred Stock.  Such
adjustment shall be made whenever any such distribution is made, and shall
become effective on the date of distribution retroactive to immediately after
the record date for the determination of stockholders entitled to receive such
distribution.

               (d)  In the event of any capital reorganization or any
reclassification of the Preferred Stock (except as provided in paragraphs (a)
through (c) above), any holder of Warrants upon exercise thereof shall be
entitled to receive, in lieu of the Preferred Stock to which he or she would
have become entitled upon exercise immediately prior to such reorganization or
reclassification, the shares (of any class or classes) or other securities or
property of the Company that he or she would have been entitled to receive at
the same aggregate Exercise Price upon such reorganization or reclassification
if his or her Warrants had been exercised immediately prior thereto.

               (e)  For the purpose of any computation under paragraphs (b) and
(c) of this Section 3.02, the current or closing market price per share of
Preferred Stock at any date shall be deemed to be the average of the daily
closing prices for       consecutive trading days commencing __________ trading
days before the date of such computation.  The closing price for each day shall
be [the last sale price] for such day, in either case as reported in the
principal consolidated transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange (the "NYSE") or if
the Preferred Stock is not listed on the NYSE, then on the principal United
States national securities exchange on which the Preferred Stock is listed or
quoted.  If the Preferred Stock is not listed or quoted on any United States
national securities exchange, then the current or closing market price per share
of Preferred Stock shall be determined by the Board of Directors of the Company
in good faith.

               (f)  Whenever the number of shares of Preferred Stock purchasable
upon the exercise of each Warrant is adjusted as herein provided, the Exercise
Price payable upon the exercise of each Warrant shall be adjusted by multiplying
such Exercise Price immediately prior to such adjustment by a fraction, of which
the numerator shall be the number of shares purchasable upon the exercise of
each Warrant immediately prior to such adjustment, and of which the denominator
shall be the number of shares so purchasable immediately thereafter.

               (g)  The Company may elect, on or after the date of any
adjustment required by paragraphs (a) through (d) of this Section 3.2, to adjust


                                        9




the number of Warrants in substitution for an adjustment in the number of shares
of Preferred Stock purchasable upon the exercise of a Warrant.  Each of the
Warrants outstanding after such adjustment of the number of Warrants shall be
exercisable for the same number of shares of Preferred Stock as immediately
prior to such adjustment.  Each Warrant held of record prior to such adjustment
of the number of Warrants shall become that number of Warrants (calculated to
the nearest hundredth) obtained by dividing the Exercise Price in effect prior
to adjustment of the Exercise Price by the Exercise Price in effect after
adjustment of the Exercise Price.  The Company shall notify the holders of
Warrants, in the same manner as provided in the first paragraph of Section 7.5,
of its election to adjust the number of Warrants, indicating the record date for
the adjustment, and, if known at the time, the amount of the adjustment to be
made.  This record date may be the date on which the Exercise Price is adjusted
or any day thereafter.  Upon each adjustment of the number of Warrants pursuant
to this paragraph (g) the Company shall, as promptly as practicable, cause to be
distributed to holders of record of Warrants on such record date Warrant
Certificates evidencing, subject to paragraph (h), the additional Warrants to
which such holders shall be entitled as a result of such adjustment, or, at the
option of the Company, shall cause to be distributed to such holders of record
in substitution and replacement for the Warrant Certificates held by such
holders prior to the date of adjustment, and upon surrender thereof, if required
by the Company, new Warrant Certificates evidencing all the Warrants to be
issued, executed and registered in the manner specified in Section 1 (and which
may bear, at the option of the Company, the adjusted Exercise Price) and shall
be registered in the names of the holders of record of Warrant Certificates on
the record date specified in the notice.

               (h)  The Company shall not be required to issue fractions of
Warrants on any distribution of Warrants to holders of Warrant Certificates
pursuant to paragraph (g) or to distribute Warrant Certificates that evidence
fractional Warrants.  In lieu of such fractional Warrants, there shall be paid
to the registered holders of the Warrant Certificates with regard to which such
fractional Warrants would otherwise be issuable, an amount in cash equal to the
same fraction of the current market value of a full Warrant on the trading day
immediately prior to the date on which such fractional Warrant would have been
otherwise issuable (the "Valuation Date").  For purposes of this paragraph (h),
the current market value of a Warrant shall be the aggregate closing market
price on the Valuation Date (determined as set forth in paragraph (e)) of all
shares of Preferred Stock issuable upon exercise of one Warrant plus the fair
value (as determined by the Board of Directors of the Company, whose
determination shall


                                       10




be conclusive) of any other assets or securities purchasable upon exercise of
one Warrant less the Exercise Price of one Warrant.

               (i)  Notwithstanding any adjustment pursuant to Section 3.2 in
the number of shares of Preferred Stock purchasable upon the exercise of a
Warrant, the Company shall not be required to issue fractions of shares of
Preferred Stock upon exercise of the Warrants or to distribute certificates
which evidence fractional shares.  In lieu of fractional shares, there shall be
paid to the registered holders of Warrant Certificates at the time such Warrant
Certificates are exercised as herein provided an amount in cash equal to the
same fraction of the current market value of a share of Preferred Stock.  For
purposes of this paragraph (i), the current market value of a share of Preferred
Stock shall be the closing market price (determined as set forth in paragraph
(e)) of a share of Preferred Stock for the trading day immediately prior to the
date of such exercise.

                                   ARTICLE IV

                      REGISTRATION, EXCHANGE, TRANSFER AND
                      SUBSTITUTION OF WARRANT CERTIFICATES

          Section 4.1  REGISTRATION, EXCHANGE AND TRANSFER OF WARRANT
CERTIFICATES.  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 SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY DETACHABLE -
- - Prior to the Detachable Date, a Warrant Certificate may be exchanged or
transferred only together with the Offered 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 Security.
Additionally, on or prior to the Detachable Date, each transfer or exchange of
an Offered Security [on the register of the Offered Securities] shall operate
also to transfer or exchange the Warrant Certificate or Certificates to which
such Offered Security was initially attached.  After the Detachable Date, upon]
[IF OFFERED SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR IF
WARRANTS ALONE -- Upon] surrender at the corporate 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 form satisfactory to the Company and the
Warrant Agent, such


                                       11




Warrant Certificates may be exchanged for other Warrant Certificates 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 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,


                                       12




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 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 owner of any
Offered 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, and] Prior to due
presentment of a Warrant Certificate for registration of transfer, 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 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.  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
Warrant Agent shall be destroyed by it unless by written order the Company
requests their return to it.



                                       13




                                    ARTICLE V

                       OTHER PROVISIONS RELATING TO RIGHTS
                       OF HOLDERS OF WARRANT CERTIFICATES

          Section 5.1  NO RIGHTS AS STOCKHOLDERS 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 stockholder, including,
without limitation, the right to receive dividends.

          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, any stockholder
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 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:


                                       14




               (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 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 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,


                                       15




trustee or agent for, any committee or body of holders of securities or other
obligations of the Company as freely as if it were not such Warrant Agent,
officer, director, employee or other agent.

               (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 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 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 proceedings at law or otherwise or, except as
provided in Section 7.4 hereof, to make any demand upon the Company.


                                       16




          Section 6.3  RESIGNATION, REMOVAL AND ASSIGNMENT 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 a 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 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
the 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


                                       17




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 of 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.  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, provided that in any such case,
either the Company shall be the continuing corporation, or the corporation (if
other than the Company) formed by such consolidation or into which the Company
is merged or the corporation which acquired by purchase or conveyance all or
substantially all of the assets of the Company shall expressly assume the
obligations of the Company hereunder.

          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

                                       18




issue either in its own name or in the name of the Company, any or all of the
shares of Preferred Stock issuable pursuant to the terms hereof.

          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 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 the 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 shares of Preferred Stock 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  NOTICES 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.

          Section 7.5  NOTICES TO WARRANTHOLDERS.  Upon any adjustment of the
number of shares purchasable upon exercise of each Warrant, the Exercise Price
or the number of Warrants outstanding pursuant to Section 3.2, the Company
within _______ calendar days thereafter shall (i) cause to be filed with the
Warrant Agent a certificate of a firm of independent public accountants of
recognized standing selected by the Company (who may be the regular auditors of
the Company) setting forth the Exercise Price and either the number of shares of
Preferred Stock and other securities or assets purchasable upon exercise of each
Warrant or the additional number of Warrants to be issued for each previously
outstanding Warrant, as the case may be, after such adjustment and setting forth
in reasonable detail the method of calculation and the facts upon which such
adjustment are made, which certificate shall be conclusive evidence of the
correctness of the matters set forth therein, and (ii) cause to be given to each
of


                                       19




the registered holders of the Warrant Certificates at such holder's address
appearing on the Warrant Register written notice of such adjustments by first-
class mail, postage prepaid.  Where appropriate, such notice may be given in
advance and included as part of the notice required to be mailed under the
provisions of this Section 7.5.

          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.

          If:

               (a)  the Company shall declare any dividend payable in any
securities upon its shares of Preferred Stock or make any distribution (other
than a cash dividend) to the holders of its shares of Preferred Stock; or

               (b)  the Company shall offer to the holders of its shares of
Preferred Stock any additional shares of Preferred Stock or securities
convertible into shares of Preferred Stock or any right to subscribe thereto; or

               (c)  there shall be a dissolution, liquidation or winding up of
the Company (other than in connection with a consolidation, merger, or sale of
all substantially all of its property, assets, and business as an entirety);

then the Company shall (i) cause written notice of such event to be filed with
the Warrant Agent and shall cause written notice of such event to be given to
each of the registered holders of the Warrant Certificates at such holder's
address appearing on the Warrant Register, by first-class mail, postage prepaid,
and (ii) make a public announcement in a daily newspaper of general circulation
in ___________________ of such event, such giving of notice and publication to
be completed at least ________ calendar days prior to the date fixed as a record
date or the date of closing the transfer books for the determination of the
stockholders

                                       20




entitled to such dividend, distribution, or subscription rights, or
for the determination of stockholders entitled to vote on such proposed
dissolution, liquidation or winding up.  Such notice shall specify such record
date or the date of closing the transfer books, as the case may be.  The failure
to give the notice required by this Section 7.5 or any defect therein shall not
affect the legality or validity of any distribution, right, warrant,
dissolution, liquidation or winding up or the vote upon or any other action
taken in connection therewith.

          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 Preferred Stock (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 a certificate representing shares of
Preferred Stock, 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
Preferred Stock under the Securities Act of 1933, as amended), which may be or
become required in connection with exercise of the Warrant Certificates and the
original issuance and delivery of the Preferred Stock.

          Section 7.10  PERSONS HAVING RIGHTS UNDER WARRANT AGREEMENT.  Nothing
in this Agreement expressed or implied and nothing that may be inferred


                                       21




from any of the provisions herein 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.




                                       22




          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


______________________________
[Assistant] Secretary


[SEAL] Attest:


[Assistant] Secretary

                              [NAME OF WARRANT AGENT]


                              By: __________________________



[SEAL]

Attest:


________________________
[Assistant] Secretary



                                       23



                                                                       EXHIBIT A


                          [FORM OF WARRANT CERTIFICATE]
                                     [Face]





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

     FORM OF LEGEND IF WARRANTS         [Prior to
     ARE NOT IMMEDIATELY EXER-          _________________, Warrants
     CISABLE                            evidenced by this Warrant
                                        Certificate cannot be exer-
                                        cised.]


                EXERCISABLE ONLY IF AUTHENTICATED BY THE WARRANT
                            AGENT AS PROVIDED HEREIN

VOID AFTER THE CLOSE OF BUSINESS ON ____________, 199__

                                 DC HOLDCO, INC.

                        Warrant Certificate representing
                              Warrants to purchase
                                 Preferred Stock
                              as described herein.
                               ___________________

No.                                                          __________ Warrants

          This certifies that __________ or registered assigns is the registered
owner of the above indicated number of Warrants, each Warrant entitling such
registered owner to purchase, at any time [after the close of business on
_________, 19__, and] on or before the close of business on ________, 19__, one
share of the [designation of Preferred Stock] ("Preferred stock") of DC


                                       A-1




Holdco, Inc. (the "Company"), on the following basis.*  During such period, each
Warrant shall entitle the Holder thereof, subject to the provisions of the
Warrant Agreement (as defined below), to purchase from the Company one share of
Preferred Stock at the exercise price of $ ________ (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 or by bank wire transfer in
immediately available funds], 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 ________], the addresses specified on the reverse hereof and upon
compliance with and subject to the conditions set forth herein and in the
Warrant Agreement.

          The term "Holder" as used herein shall mean [IF OFFERED DEBT
SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- prior to
________, 19__ (the "Detachable Date"), the registered owner of the Company's
[title of Offered Securities] to which such Warrant Certificate was initially
attached, and after such Detachable Date,] 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 of the Warrant
Agreement.

          Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase shares of Preferred Stock.  Upon any exercise of fewer
than all of the Warrants evidenced by this Warrant Certificate, there shall be
issued to the 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


__________________________
*    Complete and modify the following provisions as appropriate to reflect the
     terms of the Warrants.


                                       A-2




provisions the holder of this Warrant Certificate consents by acceptance hereof.
Copies of the Warrant Agreement are on file at the above-mentioned office of the
Warrant Agent [and at ________].

          [IF OFFERED SECURITIES WITH 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 Security] (the "Offered 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 Security.  Additionally, on or
prior to the Detachable Date, each transfer of such Offered Security on the
register of the Offered Securities shall operate also to transfer this Warrant
Certificate.  After the Detachable Date, this] [IF OFFERED DEBT SECURITIES WITH
WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE--This] Warrant
Certificate and all rights hereunder, may be transferred 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 SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE--Except as provided in the immediately preceding paragraph, after]
[IF OFFERED DEBT SECURITIES WITH 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 of the Warrant Agent [or at
______________________] for Warrant Certificates representing the same aggregate
number of Warrants.

          This Warrant Certificate shall not entitle the registered owner hereof
to any of the rights of a stockholder, including, without limitation, the right
to receive dividends.

          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 obligatory for any purpose
until authenticated by the Warrant Agent.


                                       A-3




          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-4




                          [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 ________ shares of the
[designation of Preferred Stock] ("Preferred Stock") of DC Holdco, Inc. and
represents that he or she has tendered payment for such shares of Preferred
Stock [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 shares of
Preferred Stock be registered in such names and delivered, all as specified in
accordance with the instructions set forth below.

          If said number of shares of Preferred Stock is less than all of the
shares of Preferred Stock 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-5





Dated:

                         Name ___________________________
                                  (Please Print)

_________________________
(Insert Social Security
or Other Identifying
Number of Holder)

                              Address ________________________

                              ________________________________

                              ________________________________

                              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.)

This Warrant may be exercised at the following addresses:

By hand at
_______________________________

                              _______________________________

                              _______________________________

By mail at
_______________________________

                              _______________________________

                              _______________________________

                    (Instructions as to form and delivery of
               certificates representing shares of Preferred Stock
                          and/or Warrant Certificates):


                                       A-6




                              [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-7