{"id":41032,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/form-of-debt-securities-warrant-agreement-dc-holdco-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"form-of-debt-securities-warrant-agreement-dc-holdco-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/form-of-debt-securities-warrant-agreement-dc-holdco-inc.html","title":{"rendered":"Form of Debt Securities Warrant Agreement &#8211; DC Holdco Inc."},"content":{"rendered":"<pre>\n                    FORM OF DEBT SECURITIES WARRANT AGREEMENT\n               ___________________________________________________\n\n\n\n\n\n                                 DC HOLDCO, INC.\n\n\n\n                                       and\n\n\n\n                              ____________________\n                                As Warrant Agent\n\n\n\n                                _________________\n\n\n\n                                WARRANT AGREEMENT\n\n\n                         Dated as of _________ __, 199_\n\n\n                                _________________\n\n\n\n\n               ___________________________________________________\n\n\n\n\n\n                              TABLE OF CONTENTS(1)\n\n                                                                            Page\n                                                                            ----\n\nParties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1\nRecitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1\n\n                                    ARTICLE I\n\n                    ISSUANCE, EXECUTION AND COUNTERSIGNATURE\n                             OF WARRANT CERTIFICATES\n\nSection 1.1  Issuance of Warrant Certificates. . . . . . . . . . . . . . . .   2\nSection 1.2  Form of Warrant Certificates. . . . . . . . . . . . . . . . . .   2\nSection 1.3  Execution and Authentication of\n                   Warrant Certificates. . . . . . . . . . . . . . . . . . .   2\nSection 1.4  Temporary Warrant Certificates. . . . . . . . . . . . . . . . .   4\nSection 1.5  Payment of Taxes. . . . . . . . . . . . . . . . . . . . . . . .   4\nSection 1.6  Definition of Holder. . . . . . . . . . . . . . . . . . . . . .   4\n\n                                   ARTICLE II\n\n                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS\n\nSection 2.1  Warrant Price . . . . . . . . . . . . . . . . . . . . . . . . .   5\nSection 2.2  Duration of Warrants. . . . . . . . . . . . . . . . . . . . . .   5\nSection 2.3  Exercise of Warrants. . . . . . . . . . . . . . . . . . . . . .   6\n\n\n                                   ARTICLE III\n\n                             OTHER TERMS OF WARRANTS\n\nSection 3.1  Call of Warrants by the Company   . . . . . . . . . . . . . . .  7\n\n\n\n- ------------------------\n\n(1)  The Table of Contents is not a part of the Warrant Agreement.\n\n\n                                        i\n\n\n\n                                                                            Page\n                                                                            ----\n\n                                   ARTICLE IV\n\n                     [REGISTRATION,] EXCHANGE, TRANSFER AND\n                      SUBSTITUTION OF WARRANT CERTIFICATES\n\nSection 4.1  [Registration,] Exchange and Transfer\n                 of Warrant Certificates . . . . . . . . . . . . . . . . . .   7\n\nSection 4.2  Mutilated, Destroyed, Lost or Stolen\n                 Warrant Certificates. . . . . . . . . . . . . . . . . . . .   8\nSection 4.3  Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . .   9\nSection 4.4  Cancellation of Warrant Certificates. . . . . . . . . . . . . .  10\n\n                                    ARTICLE V\n\n                       OTHER PROVISIONS RELATING TO RIGHTS\n                       OF HOLDERS OF WARRANT CERTIFICATES\n\nSection 5.1  No Rights as Holders of Warrant Debt\n                 Securities Conferred by Warrants or\n                 Warrant Certificates. . . . . . . . . . . . . . . . . . . .  10\nSection 5.2  Holder of Warrant Certificate May\n                 Enforce Rights. . . . . . . . . . . . . . . . . . . . . . .  10\n\n                                   ARTICLE VI\n\n                          CONCERNING THE WARRANT AGENT\n\nSection 6.1  Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . .  11\nSection 6.2  Conditions of Warrant Agent's\n                 Obligations . . . . . . . . . . . . . . . . . . . . . . . .  11\nSection 6.3  Resignation, Removal and Appointment\n                 of Successor. . . . . . . . . . . . . . . . . . . . . . . .  14\n\n\n                                   ARTICLE VII\n\n                                  MISCELLANEOUS\n\nSection 7.1  Consolidations and Mergers of the\n\n\n                                       ii\n\n\n\n                                                                            Page\n                                                                            ----\n\n                 Company and Sales, Leases and\n                 Conveyances Permitted Subject to\n                 Certain Conditions. . . . . . . . . . . . . . . . . . . . .  15\nSection 7.2  Rights and Duties of Successor\n                 Corporation . . . . . . . . . . . . . . . . . . . . . . . .  16\nSection 7.3  Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . .  16\nSection 7.4  Notice and Demands to the Company\n                 and Warrant Agent . . . . . . . . . . . . . . . . . . . . .  16\nSection 7.5  Notices to Warrantholders . . . . . . . . . . . . . . . . . . .  16\nSection 7.6  Addresses . . . . . . . . . . . . . . . . . . . . . . . . . . .  17\nSection 7.7  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . .  17\nSection 7.8  Delivery of Prospectus. . . . . . . . . . . . . . . . . . . . .  17\nSection 7.9  Obtaining of Governmental Approvals . . . . . . . . . . . . . .  17\nSection 7.10 Persons Having Rights under Warrant\n                 Agreement . . . . . . . . . . . . . . . . . . . . . . . . .  17\nSection 7.11 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . .  18\nSection 7.12 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . .  18\nSection 7.13 Inspection of Agreement . . . . . . . . . . . . . . . . . . . .  18\n\n\nTestimonium. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19\nSignatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19\nExhibit A - Form of Warrant Certificate\n\n\n\n\n\n\n                                       iii\n\n\n\n\n          THIS WARRANT AGREEMENT, dated as of __________, 19__, between DC\nHoldco, Inc., a corporation duly organized and existing under the laws of the\nState of Delaware (the \"Company\") and _____________________, a [corporation]\n[national banking association] organized and existing under the laws of\n_______________, as Warrant Agent (herein called the \"Warrant Agent\").\n\n          WHEREAS, the Company has entered into an Indenture (the \"Indenture\")\ndated as of ____________, ____ with [                       ] as trustee (such\ntrustee, and any successors to such trustee, herein called the \"Trustee\"),\nproviding for the issuance from time to time, in one or more series, of its\n[Senior] [Senior Subordinated] [Subordinated] Debt Securities; and\n\n          WHEREAS, the Company proposes to sell [IF OFFERED DEBT SECURITIES AND\nWARRANTS -- [title of Debt Securities being offered] (the \"Offered Debt\nSecurities\") with] warrant certificates (such warrant certificates and other\nwarrant certificates issued pursuant to this Agreement herein called the\n\"Warrant Certificates\") evidencing one or more warrants (\"Warrants\" or,\nindividually, a \"Warrant\") representing the right to purchase [title of Debt\nSecurities purchasable through exercise of Warrants ] (the \"Warrant Debt\nSecurities\"); and\n\n          WHEREAS, the Company desires the Warrant Agent to act on behalf of the\nCompany, and the Warrant Agent is willing to so act, in connection with the\nissuance, exchange, exercise and replacement of the Warrant Certificates, and in\nthis Agreement wishes to set forth, among other things, the form and provisions\nof the Warrant Certificates and the terms and conditions on which they may be\nissued, exchanged, exercised and replaced;\n\n          NOW, THEREFORE, in consideration of the premises and of the mutual\nagreements herein contained, the parties hereto agree as follows:\n\n\n\n\n\n\n                                        1\n\n\n\n                                    ARTICLE I\n\n                    ISSUANCE, EXECUTION AND COUNTERSIGNATURE\n                             OF WARRANT CERTIFICATES\n\n          Section 1.1    ISSUANCE OF WARRANT CERTIFICATES. [IF WARRANTS ALONE --\nUpon issuance, each Warrant Certificate shall evidence one or more Warrants.]\n[IF OFFERED DEBT SECURITIES AND WARRANTS -- Warrant Certificates shall be\n[initially] issued in units with the Offered Debt Securities and shall [not] be\nseparately transferable [before ____________, 19__ (the \"Detachable Date\")].\nEach such unit shall consist of a Warrant Certificate or Certificates evidencing\nan aggregate of ____ Warrants for each $___________ principal amount of Offered\nDebt Securities.]  Each Warrant evidenced thereby shall represent the right,\nsubject to the provisions contained herein and therein, to purchase Warrant Debt\nSecurities in the aggregate principal amount of $________.\n\n          Section 1.2    FORM OF WARRANT CERTIFICATES.  The Warrant Certificates\n(including the Form[s] of Exercise [and Assignment] to be set forth on the\nreverse thereof) shall be in substantially the form set forth in Exhibit A\nhereto, shall be printed, lithographed or engraved on steel engraved borders (or\nin any other manner determined by the officers executing such Warrant\nCertificates, with the execution thereof by such officers conclusively\nevidencing such determination) and may have such letters, numbers or other marks\nof identification and such legends or endorsements placed thereon as may be\nrequired to comply with any law or with any rule or regulation made pursuant\nthereto or with any rule or regulation of any securities exchange on which the\nWarrant Certificates may be listed or as may, consistently herewith, be\ndetermined by the officers executing such Warrant Certificates, with the\nexecution thereof by such officers conclusively evidencing such determination.\n\n          Section 1.3    EXECUTION AND AUTHENTICATION OF WARRANT CERTIFICATES.\nThe Warrant Certificates shall be executed on behalf of the Company by its\nChairman, its Chief Executive Officer, it President or one of its Vice\nPresidents (any reference to a Vice President of the Company herein shall be\ndeemed to include any Vice President of the Company whether or not designated by\na number or a word or words added before or after the title \"Vice President\")\nunder its corporate seal reproduced thereon attested to by its Treasurer or\nSecretary or one of its Assistant Treasurers or Assistant Secretaries.  The\nsignature of any of these officers on the Warrant Certificates may be manual or\nfacsimile.\n\n\n                                        2\n\n\n\n\n          Warrant Certificates evidencing the right to purchase an aggregate\nprincipal amount not exceeding $____________ of Warrant Debt Securities (except\nas provided in Sections 1.4, 2.3(c), 4.1 and 4.2) may be executed by the Company\nand delivered to the Warrant Agent upon the execution of this Warrant Agreement\nor from time to time thereafter.  The Warrant Agent shall, upon receipt of\nWarrant Certificates duly executed on behalf of the Company, authenticate\nWarrant Certificates evidencing Warrants representing the right to purchase up\nto $_____________ aggregate principal amount of Warrant Debt Securities and\nshall deliver such Warrant Certificates to or upon the order of the Company.\nSubsequent to such original issuance of the Warrant Certificates, the Warrant\nAgent shall authenticate a Warrant Certificate only if the Warrant Certificate\nis issued in exchange or substitution for one or more previously authenticated\nWarrant Certificates [IF REGISTERED WARRANTS -- or in connection with their\ntransfer], as hereinafter provided.\n\n          Each Warrant Certificate shall be dated the date of its authentication\nby the Warrant Agent.\n\n          No Warrant Certificate shall be entitled to any benefit under this\nAgreement or be valid or obligatory for any purpose, and no Warrant evidenced\nthereby shall be exercisable, until such Warrant Certificate has been\nauthenticated by the manual signature of the Warrant Agent.  Such signature by\nthe Warrant Agent upon any Warrant Certificate executed by the Company shall be\nconclusive evidence, and the only evidence, that the Warrant Certificate so\nauthenticated has been duly issued hereunder.\n\n          Warrant Certificates bearing the manual or facsimile signatures of\nindividuals who were at the time the proper officers of the Company shall bind\nthe Company, notwithstanding that such individuals or any of them have ceased to\nhold such offices prior to the authentication and delivery of such Warrant\nCertificates or did not hold such offices at the date of such Warrant\nCertificates.\n\n          Section 1.4  TEMPORARY WARRANT CERTIFICATES. Pending the preparation\nof definitive Warrant Certificates, the Company may execute, and upon the order\nof the Company the Warrant Agent shall authenticate and deliver, temporary\nWarrant Certificates which are printed, lithographed, typewritten, mimeographed\nor otherwise produced, substantially of the tenor of the definitive Warrant\nCertificates in lieu of which they are issued and with such appropriate\ninsertions, omissions, substitutions and other variations as the officers\nexecuting\n\n\n                                        3\n\n\n\n\nsuch Warrant Certificates may determine, with the execution thereof by such\nofficers conclusively evidencing such determination.\n\n          If temporary Warrant Certificates are issued, the Company will cause\ndefinitive Warrant Certificates to be prepared without unreasonable delay. After\nthe preparation of definitive Warrant Certificates, the temporary Warrant\nCertificates shall be exchangeable for definitive Warrant Certificates upon\nsurrender of the temporary Warrant Certificates at the corporate trust office of\nthe Warrant Agent [or            ], without charge to the Holder (as defined in\nSection 1.6 below).  Upon surrender for cancellation of any one or more\ntemporary Warrant Certificates the Company shall execute and the Warrant Agent\nshall authenticate and deliver in exchange therefor definitive Warrant\nCertificates representing the same aggregate number of Warrants.  Until so\nexchanged, the temporary Warrant Certificates shall in all respects be entitled\nto the same benefits under this Agreement as definitive Warrant Certificates.\n\n          Section 1.5  PAYMENT OF TAXES. The Company will pay all stamp taxes\nand other duties, if any, to which, under the laws of the United States of\nAmerica or any State or political subdivision thereof, this Agreement or the\noriginal issuance of the Warrant Certificates may be subject.\n\n          Section 1.6  DEFINITION OF HOLDER. The term \"Holder\" as used herein\nshall mean [IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY\nDETACHABLE --, prior to the Detachable Date, the registered owner of the Offered\nDebt Security to which such Warrant Certificate was initially attached, and,\nafter such Detachable Date,] [if bearer Warrants, the bearer of such Warrant\nCertificates] [if registered Warrants, the person in whose name at the time such\nWarrant Certificate shall be registered upon the books to be maintained by the\nWarrant Agent for that purpose pursuant to Section 4.1]. [IF OFFERED DEBT\nSECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- Prior to the\nDetachable Date, the Company will, or will cause the registrar of the Offered\nDebt Securities to, make available to the Warrant Agent current information as\nto Holders of the Offered Debt Securities.]\n\n\n                                        4\n\n\n\n                                   ARTICLE II\n\n                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS\n\n          Section 2.1  WARRANT PRICE.(2)  During the period from ____________,\n19__ through and including ____________, 19__, each Warrant shall entitle the\nHolder thereof, subject to the provisions of this Agreement, to purchase from\nthe Company the principal amount of Warrant Debt Securities stated in the\nWarrant Certificate at the exercise price of __% of the principal amount thereof\n[plus accrued amortization, if any, of the original issue discount of the\nWarrant Debt Securities] [plus accrued interest, if any, from the most recent\ndate from which interest shall have been paid on the Warrant Debt Securities or,\nif no interest shall have been paid on the Warrant Debt Securities, from\n____________, 19__].  [In each case, the original issue discount ($__________\nfor each $1,000 principal amount of Warrant Debt Securities) will be amortized\nat a      % annual rate, computed on a[n] [semi-]annual basis [using a 360-day\nyear consisting of twelve 30-day months].]  Such exercise price of each Warrant\nis referred to in this Agreement as the \"Exercise Price.\"\n\n          Section 2.2  DURATION OF WARRANTS.  Any Warrant evidenced by a Warrant\nCertificate may be exercised at any time, as specified herein, on or after [the\ndate thereof] [               , 19__] and at or before the close of business\non           , 19__ (the \"Expiration Date\").  Each Warrant not exercised at or\nbefore the close of business on the Expiration Date shall become void, and all\nrights of the Holder of the Warrant Certificate evidencing such Warrant under\nthis Agreement or otherwise shall cease.\n\n          Section 2.3  EXERCISE OF WARRANTS.  (a) During the period specified in\nSection 2.2, any whole number of Warrants may be exercised by surrendering the\nWarrant Certificate evidencing such Warrants at the place or at the places set\nforth in the Warrant Certificate, with the purchase form set forth in the\nWarrant Certificate duly executed, accompanied by payment in full, in lawful\nmoney of the United States of America, [in cash or by certified check or\nofficial bank check in New York Clearing House funds]] [by surrender of the\n[specified aggregate amount of [identified securities]] [by bank wire transfer\nin immediately available funds], of the Exercise Price for each Warrant\nexercised.  The date on\n__________________________\n\n(2)  Complete and modify the provisions of this Section as appropriate to\n     reflect the exact terms of the Warrants and the Warrant Debt Securities.\n\n\n                                        5\n\n\n\n\nwhich payment in full of the Exercise Price for a Warrant and the duly executed\nand completed Warrant Certificate are received by the Warrant Agent shall be\ndeemed to be the date on which such Warrant is exercised.  The Warrant Agent\nshall deposit all funds received by it as payment for the exercise of Warrants\nto the account of the Company maintained with it for such purpose and shall\nadvise the Company by telephone at the end of each day on which such a payment\nis received of the amount so deposited to its account.  The Warrant Agent shall\npromptly confirm such telephonic advice to the Company in writing.\n\n             (b)  The Warrant Agent shall from time to time, as promptly as\npracticable after the exercise of any Warrants in accordance with the terms and\nconditions of this Agreement and the Warrant Certificates, advise the Company\nand the Trustee of (i) the number of Warrants so exercised, (ii) the\ninstructions of each Holder of the Warrant Certificates evidencing such Warrants\nwith respect to delivery of the Warrant Debt Securities to which such Holder is\nentitled upon such exercise, and instructions of such Holder as to delivery of\nWarrant Certificates evidencing the balance, if any, of the Warrants remaining\nafter such exercise, and (iii) such other information as the Company or the\nTrustee shall reasonably require.\n\n             (c)  As soon as practicable after the exercise of any Warrants,\nthe Company shall issue, pursuant to the Indenture, in authorized denominations,\nto or upon the order of the Holder of the Warrant Certificate evidencing such\nWarrants, the Warrant Debt Security or Warrant Debt Securities to which such\nHolder is entitled in fully registered form, registered in such name or names as\nmay be directed by such Holder; and, if fewer than all of the Warrants evidenced\nby such Warrant Certificate were exercised, the Company shall execute and an\nauthorized officer of the Warrant Agent shall manually authenticate and deliver\na new Warrant Certificate evidencing the number of Warrants remaining\nunexercised.\n\n             (d)  The Company shall not be required to pay any stamp or other\ntax or other governmental charge required to be paid in connection with any\ntransfer involved in the issue of the Warrant Debt Securities; and in the event\nthat any such transfer is involved, the Company shall not be required to issue\nor deliver any Warrant Debt Securities until such tax or other charge shall have\nbeen paid or it has been established to the Company's satisfaction that no such\ntax or other charge is due.\n\n\n                                        6\n\n\n\n                                   ARTICLE III\n\n                             OTHER TERMS OF WARRANTS\n\n          Section 3.1  [CALL OF WARRANTS BY THE COMPANY.(3)  IF WARRANTS ISSUED\nHEREUNDER ARE CALLABLE BY THE COMPANY -- The Company shall have the right to\ncall and repurchase any or all Warrants on or after ________, 19__ (the \"Call\nDate\") and upon the occurrence of [discuss events or circumstances under which\nCompany may call the Warrants] (the \"Call Terms\") at a price of $ ________ per\nWarrant (the \"Call Price\").  Notice of such Call Price, Call Date and Call Terms\nshall be given to registered holders of Warrants in the manner provided in\nSection 7.5.]\n\n\n                                   ARTICLE IV\n\n                     [REGISTRATION,] EXCHANGE, TRANSFER AND\n                      SUBSTITUTION OF WARRANT CERTIFICATES\n\n          Section 4.1  [REGISTRATION,] EXCHANGE AND TRANSFER OF WARRANT\nCERTIFICATES.  [IF REGISTERED WARRANTS -- The Warrant Agent shall keep, at its\ncorporate trust office [and at               ], books in which, subject to such\nreasonable regulations as it may prescribe, it shall register Warrant\nCertificates and transfers of outstanding Warrant Certificates].\n\n          [IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY\nDETACHABLE -- Prior to the Detachable Date, a Warrant Certificate may be\nexchanged or transferred only together with the Offered Debt Security to which\nsuch Warrant Certificate was initially attached, and only for the purpose of\neffecting, or in conjunction with, an exchange or transfer of such Offered Debt\nSecurity.  Additionally, on or prior to the Detachable Date, each transfer or\nexchange of an Offered Debt Security [on the register of the Offered Debt\nSecurities] shall operate also to transfer or exchange the Warrant Certificate\nor Certificates to which such Offered Debt Security was initially attached.\nAfter the Detachable Date, upon] [IF OFFERED DEBT SECURITIES AND WARRANTS WHICH\nARE IMMEDIATELY DETACHABLE OR IF WARRANTS ALONE - Upon] surrender at the\ncorporate\n\n________________________\n\n(3)  Complete and modify the provisions of this Section as appropriate to\n     reflect the exact terms of the Warrants.\n\n\n                                        7\n\n\n\n\n\ntrust office of the Warrant Agent [or____ ____ ______] of Warrant Certificates\nproperly endorsed [or accompanied by appropriate instruments of transfer] and\naccompanied by written instructions for [transfer or] exchange, all in a form\nsatisfactory to the Company and the Warrant Agent, such Warrant Certificates may\nbe exchanged for other Warrant Certificates [IF REGISTERED WARRANTS -- or may be\ntransferred in whole or in part]; provided that Warrant Certificates issued in\nexchange for [or upon transfer of] surrendered Warrant Certificates shall\nevidence the same aggregate number of Warrants as the Warrant Certificates so\nsurrendered.  No service charge shall be made for any exchange [or transfer] of\nWarrant Certificates, but the Company may require payment of a sum sufficient to\ncover any stamp or other tax or governmental charge that may be imposed in\nconnection with any such exchange [or transfer].  Whenever any Warrant\nCertificates are so surrendered for exchange [or transfer], the Company shall\nexecute and an authorized officer of the Warrant Agent shall manually\nauthenticate and deliver to the person or persons entitled thereto a Warrant\nCertificate or Warrant Certificates as so requested.  The Warrant Agent shall\nnot be required to effect any exchange [or transfer] which would result in the\nissuance of a Warrant Certificate evidencing a fraction of a Warrant or a number\nof full Warrants and a fraction of a Warrant.  All Warrant Certificates issued\nupon any exchange [or transfer] of Warrant Certificates shall evidence the same\nobligations, and be entitled to the same benefits under this Agreement, as the\nWarrant Certificates surrendered for such exchange [or transfer].\n\n          Section 4.2  MUTILATED, DESTROYED, LOST OR STOLEN WARRANT\nCERTIFICATES.  If any mutilated Warrant Certificate is surrendered to the\nWarrant Agent, the Company shall execute and an officer of the Warrant Agent\nshall manually authenticate and deliver in exchange therefor a new Warrant\nCertificate of like tenor and bearing a number not contemporaneously\noutstanding. If there shall be delivered to the Company and the Warrant Agent\n(i) evidence to their satisfaction of the destruction, loss or theft of any\nWarrant Certificate and of the ownership thereof and (ii) such security or\nindemnity as may be required by them to save each of them and any agent of\neither of them harmless, then, in the absence of notice to the Company or the\nWarrant Agent that such Warrant Certificate has been acquired by a bona fide\npurchaser, the Company shall execute and upon its request an officer of the\nWarrant Agent shall manually authenticate and deliver, in lieu of any such\ndestroyed, lost or stolen Warrant Certificate, a new Warrant Certificate of like\ntenor and bearing a number not contemporaneously outstanding. Upon the issuance\nof any new Warrant Certificate under this Section, the Company may require the\npayment of a sum sufficient to cover any tax or other governmental charge that\nmay be imposed in relation thereto and any other\n\n\n                                        8\n\n\n\n\nexpenses (including the fees and expenses of the Warrant Agent) connected\ntherewith. Every new Warrant Certificate issued pursuant to this Section in lieu\nof any destroyed, lost or stolen Warrant Certificate shall evidence an original\nadditional contractual obligation of the Company, whether or not the destroyed,\nlost or stolen Warrant Certificate shall be at any time enforceable by anyone,\nand shall be entitled to all the benefits of this Agreement equally and\nproportionately with any and all other Warrant Certificates duly issued\nhereunder. The provisions of this Section are exclusive and shall preclude (to\nthe extent lawful) all other rights and remedies with respect to the replacement\nor payment of mutilated, destroyed, lost or stolen Warrant Certificates.\n\n          Section 4.3  PERSONS DEEMED OWNERS. [IF OFFERED DEBT SECURITIES AND\nWARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- Prior to the Detachable Date,\nthe Company, the Warrant Agent and all other persons may treat the registered\nowner of any Offered Debt Security as the owner of the Warrant Certificates\ninitially attached thereto for any purpose and as the person entitled to\nexercise the rights represented by the Warrants evidenced by such Warrant\nCertificates, any notice to the contrary notwithstanding. After the Detachable\nDate,] [IF REGISTERED WARRANTS -- and prior to due presentment of a Warrant\nCertificate for registration of transfer, the] [IF OFFERED DEBT SECURITIES AND\nWARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE -- The] Company, the\nWarrant Agent and all other persons may treat the Holder as the owner thereof\nfor any purpose and as the person entitled to exercise the rights represented by\nthe Warrants evidenced thereby, any notice to the contrary notwithstanding.\n\n          Section 4.4  CANCELLATION OF WARRANT CERTIFICATES. Any Warrant\nCertificate surrendered for exchange [,  transfer] or exercise of the Warrants\nevidenced thereby shall, if surrendered to the Company, be delivered to the\nWarrant Agent, and [IF WARRANT CERTIFICATES ARE ISSUED IN BEARER FORM -- ,\nexcept as provided below,] all Warrant Certificates surrendered or so delivered\nto the Warrant Agent shall be promptly cancelled by it and shall not be reissued\nand, except as expressly permitted by this Agreement, no Warrant Certificate\nshall be issued hereunder in lieu or in exchange thereof. [IF WARRANT\nCERTIFICATES ARE ISSUED IN BEARER FORM -- Warrant Certificates delivered to the\nWarrant Agent in exchange for Warrant Certificates of other denominations may be\nretained by the Warrant Agent for reissue as authorized hereunder.] The Company\nmay at any time deliver to the Warrant Agent for cancellation any Warrant\nCertificates previously issued hereunder which the Company may have acquired in\nany manner whatsoever, and all Warrant Certificates so delivered shall be\npromptly cancelled by the Warrant Agent. All cancelled Warrant Certificates held\nby the\n\n\n                                        9\n\n\n\n\nWarrant Agent shall be disposed of, as instructed by the Company, subject to\napplicable law.\n\n\n                                    ARTICLE V\n\n                       OTHER PROVISIONS RELATING TO RIGHTS\n                        OF HOLDERS OF WARRANT CERTIFICATES\n\n          Section 5.1  NO RIGHTS AS HOLDERS OF WARRANT DEBT SECURITIES CONFERRED\nBY WARRANTS OR WARRANT CERTIFICATES. No Warrant Certificate or Warrant evidenced\nthereby shall entitle the Holder thereof to any of the rights of a Holder of the\nWarrant Debt Securities, including, without limitation, the right to receive the\npayment of principal of (or premium, if any) or interest, if any, on the Warrant\nDebt Securities or to enforce any of the covenants in the Indenture.\n\n          Section 5.2  HOLDER OF WARRANT CERTIFICATE MAY ENFORCE RIGHTS.\nNotwithstanding any of the provisions of this Agreement, any Holder of any\nWarrant Certificate, without the consent of the Warrant Agent, the Trustee, the\nholder of any Warrant Debt Securities or the Holder of any other Warrant\nCertificate, may, on its own behalf and for its own benefit, enforce, and may\ninstitute and maintain any suit, action or proceeding against the Company\nsuitable to enforce or otherwise in respect of its right to exercise the Warrant\nor Warrants evidenced by his or her Warrant Certificate in the manner provided\nin the Warrant Certificates and in this Agreement.\n\n\n                                   ARTICLE VI\n\n                          CONCERNING THE WARRANT AGENT\n\n          Section 6.1  WARRANT AGENT. The Company hereby appoints\n________________________ as Warrant Agent of the Company in respect of the\nWarrants and the Warrant Certificates upon the terms and subject to the\nconditions herein set forth, and ____________________________ hereby accepts\nsuch appointment.  The Warrant Agent shall have the power and authority granted\nto and conferred upon it in the Warrant Certificates and hereby and such further\npower and authority to act on behalf of the Company as the Company may hereafter\ngrant to or confer upon it.  All of the terms and provisions with respect\n\n\n                                       10\n\n\n\n\nto such power and authority contained in the Warrant Certificates are subject to\nand governed by the terms and provisions hereof.\n\n          Section 6.2  CONDITIONS OF WARRANT AGENT'S OBLIGATIONS. The Warrant\nAgent accepts its obligations herein set forth, upon the terms and conditions\nhereof, including the following, to all of which the Company agrees and to all\nof which the rights hereunder of the Holders from time to time of the Warrant\nCertificates shall be subject:\n\n             (a)  COMPENSATION AND INDEMNIFICATION. The Company agrees promptly\nto pay the Warrant Agent the compensation to be agreed upon with the Company for\nall services rendered by the Warrant Agent and to reimburse the Warrant Agent\nfor reasonable out-of-pocket expenses (including reasonable counsel fees)\nincurred by the Warrant Agent in connection with the services rendered hereunder\nby the Warrant Agent. The Company also agrees to indemnify the Warrant Agent\nfor, and to hold it harmless against, any loss, liability or expense incurred\nwithout negligence or bad faith on the part of the Warrant Agent, arising out of\nor in connection with its acting as such Warrant Agent hereunder, including the\nreasonable costs and expenses of defending itself against any claim or liability\nin connection with the exercise or performance at any time of its powers or\nduties hereunder. The obligations of the Company under this subsection (a) shall\nsurvive the exercise of the Warrant Certificates and the resignation or removal\nof the Warrant Agent.\n\n             (b)  AGENT FOR THE COMPANY.  In acting under this Warrant\nAgreement and in connection with the Warrant Certificates, the Warrant Agent is\nacting solely as agent of the Company and does not assume any obligation or\nrelationship of agency or trust for or with any of the owners or Holders of the\nWarrant Certificates.\n\n             (c)  COUNSEL.  The Warrant Agent may consult with counsel, which\nmay include counsel for the Company, and the written advice of such counsel\nshall be full and complete authorization and protection in respect of any action\ntaken, suffered or omitted by it hereunder in good faith and in reliance\nthereon.\n\n             (d)  DOCUMENTS.  The Warrant Agent shall be protected and shall\nincur no liability for or in respect of any action taken or omitted by it in\nreliance upon any notice, direction, consent, certificate, affidavit, statement\nor\n\n\n                                       11\n\n\n\n\nother paper or document reasonably believed by it to be genuine and to have been\npresented or signed by the proper parties.\n\n             (e)  CERTAIN TRANSACTIONS.  The Warrant Agent, any of its\nofficers, directors and employees, or any other agent of the Company, in its\nindividual or any other capacity, may become the owner of, or acquire any\ninterest in, any Warrant Certificates, with the same rights that it would have\nif it were not such Warrant Agent, officer, director, employee or other agent,\nand, to the extent permitted by applicable law, it may engage or be interested\nin any financial or other transaction with the Company and may act on, or as\ndepositary, trustee or agent for, any committee or body of holders of Warrant\nDebt Securities or other obligations of the Company as freely as if it were not\nsuch Warrant Agent, officer, director, employee or other agent. Nothing in this\nWarrant Agreement shall be deemed to prevent the Warrant Agent from acting as\nTrustee under the Indenture.\n\n             (f)  NO LIABILITY FOR INTEREST.  The Warrant Agent shall not be\nunder any liability for interest on any monies at any time received by it\npursuant to any of the provisions of this Agreement or of the Warrant\nCertificates unless otherwise agreed to in writing by the Company and the\nWarrant Agent and except for the negligence of the Warrant Agent.\n\n             (g)  NO LIABILITY FOR INVALIDITY.  The Warrant Agent shall not\nincur any liability with respect to the validity of this Agreement or any of the\nWarrant Certificates.\n\n             (h)  NO RESPONSIBILITY FOR REPRESENTATIONS.  The Warrant Agent\nshall not be responsible for any of the recitals or representations contained\nherein or in the Warrant Certificates (except as to the Warrant Agent's\nCertificate of Authentication thereon), all of which are made solely by the\nCompany.\n\n             (i)  NO IMPLIED OBLIGATIONS.  The Warrant Agent shall be obligated\nto perform such duties as are herein and in the Warrant Certificates\nspecifically set forth and no implied duties or obligations shall be read into\nthis Agreement or the Warrant Certificates against the Warrant Agent. The\nWarrant Agent shall not be under any obligation to take any action hereunder\nwhich may tend to involve it in any expense or liability, the payment of which\nwithin a reasonable time is not, in its reasonable opinion, assured to it. The\nWarrant Agent shall not be accountable or under any duty or responsibility for\nthe use by the Company of any of the Warrant Certificates authenticated by the\nWarrant\n\n\n                                       12\n\n\n\n\nAgent and delivered by it to the Company pursuant to this Agreement or for the\napplication by the Company of the proceeds of the Warrant Certificates or any\nexercise of the Warrants evidenced thereby. The Warrant Agent shall have no duty\nor responsibility in case of any default by the Company in the performance of\nits covenants or agreements contained herein or in the Warrant Certificates or\nin the Warrant Debt Securities or in the case of the receipt of any written\ndemand from a Holder of a Warrant Certificate with respect to such default,\nincluding, without limiting  the generality of the foregoing, any duty or\nresponsibility to initiate or attempt to initiate any proceeding at law or\notherwise or, except as provided in Section 7.4 hereof, to make any demand upon\nthe Company.\n\n          Section 6.3  RESIGNATION, REMOVAL AND APPOINTMENT OF SUCCESSOR. (a)\nThe Company agrees, for the benefit of the Holders from time to time of the\nWarrant Certificates, that there shall at all times be a Warrant Agent hereunder\nuntil all of the Warrant Certificates are no longer exercisable.\n\n             (b)  The Warrant Agent may at any time resign as such agent by\ngiving written notice to the Company of such intention on its part, specifying\nthe date on which it desires its resignation to become effective; provided that,\nwithout the consent of the Company, such date shall not be less than three\nmonths after the date on which such notice is given. The Warrant Agent hereunder\nmay be removed at any time by the filing with it of an instrument in writing\nsigned by or on behalf of the Company and specifying such removal and the date\non which the Company expects such removal to become effective. Such resignation\nor removal shall take effect upon the appointment by the Company of a successor\nWarrant Agent (which shall be a bank or trust company organized and doing\nbusiness under the laws of the United States of America, any State thereof or\nthe District of Columbia and authorized under such laws to exercise corporate\ntrust powers) by an instrument in writing filed with such successor Warrant\nAgent and the acceptance of such appointment by such successor Warrant Agent\npursuant to Section 6.3(d).\n\n             (c)  In case at any time the Warrant Agent shall resign, or be\nremoved, or shall become incapable of acting, or shall be adjudged bankrupt or\ninsolvent, or shall file a voluntary petition in bankruptcy or make an\nassignment for the benefit of its creditors or consent to the appointment of a\nreceiver or custodian of all or any substantial part of its property, or shall\nadmit in writing its inability to pay or meet its debts as they mature, or if a\nreceiver or custodian of it or of all or any substantial part of its property\nshall be appointed, or if an order of any court shall be entered approving any\npetition filed by or against it under\n\n\n                                       13\n\n\n\n\nthe provisions of any applicable bankruptcy or similar law, or if any public\nofficer shall have taken charge or control of the Warrant Agent or of its\nproperty or affairs, a successor Warrant Agent, qualified as aforesaid, shall be\nappointed by the Company by an instrument in writing, filed with the successor\nWarrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent\nand acceptance by the latter of such appointment, the Warrant Agent so\nsuperseded shall cease to be Warrant Agent hereunder.\n\n             (d)  Any successor Warrant Agent appointed hereunder shall\nexecute, acknowledge and deliver to its predecessor and to the Company an\ninstrument accepting such appointment hereunder, and thereupon such successor\nWarrant Agent, without any further act, deed or conveyance, shall become vested\nwith all the authority, rights, powers, trusts, immunities, duties and\nobligations of such predecessor with like effect as if originally named as\nWarrant Agent hereunder, and such predecessor, upon payment of its charges and\ndisbursements then unpaid, shall thereupon become obligated to transfer, deliver\nand pay over, and such successor Warrant Agent shall be entitled to receive, all\nmonies, securities and other property on deposit with or held by such\npredecessor, as Warrant Agent hereunder.\n\n             (e)  Any corporation into which the Warrant Agent hereunder may be\nmerged or converted or any corporation with which the Warrant Agent may be\nconsolidated, or any corporation resulting from any merger, conversion or\nconsolidation to which the Warrant Agent shall be a party, or any corporation\nsucceeding to all or substantially all the corporate trust business of the\nWarrant Agent, provided that it shall be qualified as aforesaid, shall be the\nsuccessor Warrant Agent under this Agreement without the execution or filing of\nany paper or any further act on the part of any of the parties hereto.\n\n\n                                   ARTICLE VII\n\n                                  MISCELLANEOUS\n\n          Section 7.1  CONSOLIDATIONS AND MERGERS OF THE COMPANY AND SALES,\nLEASES AND CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS. To the extent\npermitted in the Indenture, the Company may consolidate with, or sell or convey\nall or substantially all of its assets to, or merge with or into any other\ncorporation.\n\n\n                                       14\n\n\n\n\n          Section 7.2  RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In case of\nany such consolidation, merger, sale, lease or conveyance and upon any such\nassumption by the successor corporation, such successor corporation shall\nsucceed to and be substituted for the Company, with the same effect as if it had\nbeen named herein, and the predecessor corporation, except in the event of a\nlease, shall be relieved of any further obligation under this Agreement and the\nWarrants.  Such successor corporation thereupon may cause to be signed, and may\nissue either in its own name or in the name of the Company, any or all of the\nWarrant Debt Securities issuable pursuant to the terms hereof.  All the Warrant\nDebt Securities so issued shall in all respects have the same legal rank and\nbenefit under the Indenture as the Warrant Debt Securities theretofore or\nthereafter issued in accordance with the terms of this Agreement and the\nIndenture.\n\n          In case of any such consolidation, merger, sale, lease or conveyance,\nsuch changes in phraseology and form (but not in substance) may be made in the\nWarrant Debt Securities thereafter to be issued as may be appropriate.\n\n          Section 7.3  AMENDMENT. This Agreement may be amended by the parties\nhereto, without the consent of the Holder of any Warrant Certificate, for the\npurpose of curing any ambiguity, or of curing, correcting or supplementing any\ndefective provision contained herein, or making such provisions in regard to\nmatters or questions arising under this Agreement as the Company may deem\nnecessary or desirable; provided that such action shall not adversely affect the\ninterests of the Holders of the Warrant Certificates in any material respect.\nAny amendment or supplement to this Agreement or the  Warrants that has a\nmaterial adverse effect on the interests of Holders of any series of Warrants\nshall require the written consent of Holders of a majority of the then\noutstanding Warrants of such series.  The consent of each Holder of a Warrant\naffected shall be required for any amendment pursuant to which the Warrant Price\nwould be increased or the number of Debt Securities purchasable upon exercise of\nWarrants would be decreased.  The Warrant Agent may, but shall not be obligated\nto, enter into any amendment to this Agreement which affects the Warrant Agent's\nown rights, duties or immunities under this Agreement or otherwise.\n\n          Section 7.4  NOTICE AND DEMANDS TO THE COMPANY AND WARRANT AGENT. If\nthe Warrant Agent shall receive any notice or demand addressed to the Company by\nthe Holder of a Warrant Certificate pursuant to the provisions of the Warrant\nCertificates, the Warrant Agent shall promptly forward such notice or demand to\nthe Company.\n\n\n                                       15\n\n\n\n\n          Section 7.5  NOTICES TO WARRANTHOLDERS. Pursuant to Sections 3.1 [add\nother sections as applicable], the Company shall cause written notice of such\nCall Price, Call Date and Call Terms [reference other items as applicable], as\nthe case may be, to be given as soon as practicable to the Warrant Agent and to\neach of the registered holders of the Warrant Certificates by first class mail,\npostage prepaid, at such holder's address appearing on the Warrant Register.  In\naddition to the written notice referred to in the preceding sentence, the\nCompany shall make a public announcement in a daily morning newspaper of general\ncirculation in __________ of such Call Price, Call Date, and Call Terms\n[reference other items as applicable], as the case may be, at least once a week\nfor two successive weeks prior to the implementation of such terms.\n\n          Section 7.6  ADDRESSES. Any communications from the Company to the\nWarrant Agent with respect to this Agreement shall be addressed to , Attention:\n_______________, and any communications from the Warrant Agent to the Company\nwith respect to this Agreement shall be addressed to DC Holdco, Inc. c\/o The\nWalt Disney Company, 500 South Buena Vista Street, Burbank, California 91521,\nAttention: Corporate Secretary (or such other address as shall be specified in\nwriting by the Warrant Agent or by the Company).\n\n          Section 7.7  GOVERNING LAW. This Agreement and each Warrant\nCertificate issued hereunder shall be governed by and construed in accordance\nwith the laws of the State of New York.\n\n          Section 7.8  DELIVERY OF PROSPECTUS. The Company will furnish to the\nWarrant Agent sufficient copies of a prospectus, appropriately supplemented,\nrelating to the Warrant Debt Securities (the \"Prospectus\"), and the Warrant\nAgent agrees that, upon the exercise of any Warrant Certificate, the Warrant\nAgent will deliver to the person designated to receive Warrant Debt Securities,\nprior to or concurrently with the delivery of such Securities, a Prospectus.\n\n          Section 7.9  OBTAINING OF GOVERNMENTAL APPROVALS. The Company will\nfrom time to time take all action which may be necessary to obtain and keep\neffective any and all permits, consents and approvals of governmental agencies\nand authorities and securities acts filings under United States Federal and\nState laws (including, without limitation, to the extent required, the\nmaintenance of the effectiveness of a registration statement in respect of the\nWarrant Debt Securities under the Securities Act of 1933, as amended), which may\nbe or become required in connection with the exercise of the Warrant\nCertificates and the original issuance and delivery of the Warrant Debt\nSecurities.\n\n\n                                       16\n\n\n\n\n          Section 7.10 PERSONS HAVING RIGHTS UNDER WARRANT AGREEMENT. Nothing in\nthis Agreement expressed or implied and nothing that may be inferred from any of\nthe provisions hereof is intended, or shall be construed, to confer upon, or\ngive to, any person or corporation other than the Company, the Warrant Agent and\nthe Holders of the Warrant Certificates any right, remedy or claim under or by\nreason of this Agreement or of any covenant, condition, stipulation, promise or\nagreement hereof; and all covenants, conditions, stipulations, promises and\nagreements contained in this Agreement shall be for the sole and exclusive\nbenefit of the Company and the Warrant Agent and their successors and of the\nHolders of the Warrant Certificates.\n\n          Section 7.11 HEADINGS. The Article and Section headings herein and the\nTable of Contents are for convenience of reference only and shall not affect the\nconstruction hereof.\n\n          Section 7.12 COUNTERPARTS. This Agreement may be executed in any\nnumber of counterparts, each of which so executed shall be deemed to be an\noriginal; but such counterparts shall together constitute but one and the same\ninstrument.\n\n          Section 7.13 INSPECTION OF AGREEMENT. A copy of this Agreement shall\nbe available at all reasonable times at the principal corporate trust office of\nthe Warrant Agent [and at ___________] for inspection by the Holder of any\nWarrant Certificate. The Warrant Agent may require such Holder to submit its\nWarrant Certificate for inspection by it.\n\n\n                                       17\n\n\n\n\n          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe duly executed, and their respective corporate seal to be hereunto affixed and\nattested, all as of the day and year first above written.\n\n                                   DC HOLDCO, INC.\n\n\n                                   By ___________________________\n\n[SEAL]\n\n\nAttest:\n\n\n_______________________\n\n\n\n                                   [NAME OF WARRANT AGENT]\n\n\n                                   By ___________________________\n\n[SEAL]\n\n\nAttest:\n\n\n_________________________\n[Assistant Secretary]\n\n\n\n                                       18\n\n\n\n                                                                       EXHIBIT A\n\n                          [FORM OF WARRANT CERTIFICATE]\n                                     [Face]\n\n\nFORM OF LEGEND IF OFFERED                 [Prior to __________, this\nDEBT SECURITIES WITH                      Warrant Certificate may be\nWARRANTS WHICH ARE NOT                    transferred or exchanged\nIMMEDIATELY DETACHABLE:                   if and only if the [Title\n                                          of Offered Debt Security]\n                                          to which it was initially\n                                          attached is so transferred\n                                          or exchanged.]\n\nFORM OF LEGEND IF WARRANTS                [Prior to ____________,\nARE NOT IMMEDIATELY                       Warrants evidenced by this\nEXERCISABLE:                              Warrant Certificate cannot\n                                          be exercised.]\n\n\n                EXERCISABLE ONLY IF AUTHENTICATED BY THE WARRANT\n                            AGENT AS PROVIDED HEREIN\n\n                VOID AFTER THE CLOSE OF BUSINESS ON _______, 19__\n\n                                 DC HOLDCO, INC.\n\n                        Warrant Certificate representing\n                              Warrants to purchase\n                       [Title of Warrant Debt Securities]\n                               as described herein\n                            ________________________\n\n\nNo.                                                           _________ Warrants\n\n          This certifies that [the bearer is the] [_______________________ or\nregistered assigns is the registered] owner of the above indicated number of\nWarrants, each Warrant entitling such [bearer [IF OFFERED DEBT SECURITIES AND\nWARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE --, subject to the bearer\nqualifying as a \"Holder\" of this Warrant Certificate, as hereinafter defined]\n[registered owner] to purchase, at any time [after the close of business on\n_________, 19__,\n\n\n                                      A - 1\n\n\n\n\nand] on or before the close of business on __________, 19__, $_______ principal\namount of [Title of Warrant Debt Securities] (the \"Warrant Debt Securities\") of\nDC Holdco, Inc. (the \"Company\"), issued or to be issued under the Indenture (as\nhereinafter defined), on the following basis.*  [During the period from\n________, 19__ through and including ________ 19__, each Warrant shall entitle\nthe Holder thereof, subject to the provisions of the Warrant Agreement (as\ndefined below), to purchase from the Company the principal amount of Warrant\nDebt Securities stated above in this Warrant Certificate at the exercise price\nof ___% of the principal amount thereof [plus accrued amortization, if any, of\nthe original issue discount of the Warrant Debt Securities] [plus accrued\ninterest, if any, from the most recent date from which interest shall have been\npaid on the Warrant Debt Securities or, if no interest shall have been paid on\nthe Warrant Debt Securities, from __________, 19__]; [in each case, the original\nissue discount ($________ for each $1,000 principal amount of Warrant Debt\nSecurities) will be amortized at a ___% annual rate, computed on a[n] [semi-]\nannual basis[, using a 360-day year consisting of twelve 30-day months] [(the\n\"Exercise Price\")].  The Holder of this Warrant Certificate may exercise the\nWarrants evidenced hereby, in whole or in part, by surrendering this Warrant\nCertificate, with the purchase form set forth hereon duly completed, accompanied\n[by payment in full, in lawful money of the United States of America, [in cash\nor by certified check or official bank check in New York Clearing House funds]\n[by bank wire transfer in immediately available funds]] [by surrender of the\n[specified aggregate principal amount of [identified securities]], the Exercise\nPrice for each Warrant exercised, to the Warrant Agent (as hereinafter defined),\nat the corporate trust office of [name of Warrant Agent], or its successor as\nwarrant agent (the \"Warrant Agent\") [or at ________,] at the addresses specified\non the reverse hereof and upon compliance with and subject to the conditions set\nforth herein and in the Warrant Agreement.  This Warrant Certificate may be\nexercised only for the purchase of Warrant Debt Securities in the principal\namount of [$1,000] or any integral multiple thereof.\n\n          The term \"Holder\" as used herein shall mean [IF OFFERED DEBT\nSECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- , prior to\n___________, 19__ (the \"Detachable Date\"), the registered owner of the Company's\n[title of Offered Debt Securities] to which such Warrant Certificate was\ninitially attached, and after such Detachable Date,] [the bearer of such Warrant\nCertificate] [the person in whose name at the time such Warrant Cer-\n\n___________________________\n*    Complete and modify the following provisions as appropriate to reflect the\n     terms of the Warrants and the Warrant Debt Securities.\n\n\n                                      A - 2\n\n\n\n\ntificate shall be registered upon the books to be maintained by the Warrant\nAgent for that purpose pursuant to Section 3.01 of the Warrant Agreement].\n\n          Any whole number of Warrants evidenced by this Warrant Certificate may\nbe exercised to purchase Warrant Debt Securities in registered form.  Upon any\nexercise of fewer than all of the Warrants evidenced by this Warrant\nCertificate, there shall be issued to the [bearer] [registered owner] hereof a\nnew Warrant Certificate evidencing the number of Warrants remaining unexercised.\n\n          This Warrant Certificate is issued under and in accordance with the\nWarrant Agreement dated as of ____________, 19__ (the \"Warrant Agreement\"),\nbetween the Company and the Warrant Agent and is subject to the terms and\nprovisions contained in the Warrant Agreement, to all of which terms and\nprovisions the Holder of this Warrant Certificate consents by acceptance hereof.\nCopies of the Warrant Agreement are on file at the above-mentioned office at the\nWarrant Agent [and at ____________].\n\n          The Warrant Debt Securities to be issued and delivered upon the\nexercise of warrants evidenced by this Warrant Certificate will be issued under\nand in accordance with an Indenture (the \"Indenture\"), dated as of ___________,\n___ between the Company and _________________________________________, as\ntrustee (such trustee, and any successors to such trustee, the \"Trustee\") and\nwill be subject to the terms and provisions contained in the Warrant Debt\nSecurities and in the Indenture.  Copies of the Indenture, including the form of\nthe Warrant Debt Securities, are on file at the corporate trust office of the\nTrustee [and at ____________________].\n\n          [IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY\nDETACHABLE -- Prior to ___________, 19__ (the \"Detachable Date\"), this Warrant\nCertificate may be exchanged or transferred only together with the [title of\nOffered Debt Security] (the \"Offered Debt Security\") to which this Warrant\nCertificate was initially attached, and only for the purpose of effecting, or in\nconjunction with, an exchange or transfer of such Offered Debt Security.\nAdditionally, on or prior to the Detachable Date each transfer of such Offered\nDebt Security on the register of the Offered Debt Securities shall operate also\nto transfer this Warrant Certificate.  After the Detachable Date, this] [IF\nOFFERED DEBT SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR\nWARRANTS ALONE -- This] Warrant Certificate, and all rights hereunder, may be\ntransferred [IF BEARER WARRANTS -- by delivery and the Company and the Warrant\nAgent may treat the bearer hereof as the owner for all purposes] [IF REGISTERED\nWARRANTS --\n\n\n                                      A - 3\n\n\n\n\nwhen surrendered at the corporate trust office of the Warrant Agent [or\n___________] by the registered owner or his assigns, in person or by an attorney\nduly authorized in writing, in the manner and subject to the limitations\nprovided in the Warrant Agreement].\n\n          [IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY\nDETACHABLE -- Except as provided in the immediately preceding paragraph, after]\n[IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR\nWARRANTS ALONE -- After] authentication by the Warrant Agent and prior to the\nexpiration of this Warrant Certificate, this Warrant Certificate may be\nexchanged at the corporate trust office at the Warrant Agent [or at\n_______________] for Warrant Certificates representing the same aggregate number\nof Warrants.\n\n          This Warrant Certificate shall not entitle the [bearer] [registered\nowner] hereof to any of the rights of a [registered] [holder] of the Warrant\nDebt Securities, including, without limitation, the right to receive payments of\nprincipal (and premium, if any) or interest, if any, on the Warrant Debt\nSecurities or to enforce any of the covenants of the Indenture.\n\n          Reference is hereby made to the further provisions of this Warrant\nCertificate set forth on the reverse hereof, which further provisions shall for\nall purposes have the same effect as if set forth at this place.\n\n          This Warrant Certificate shall not be valid or obligatory for any\npurpose until authenticated by the Warrant Agent.\n\n\n\n\n                                      A - 4\n\n\n\n\n          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to\nbe duly executed under its corporate seal.\n\n     Dated:_______________\n\n                                        DC HOLDCO, INC.\n\n                                        By: ___________________________\n\nAttest:\n\n\n________________________________\nCertificate of Authentication\n\n          This is one of the Warrant Certificates referred to in the within-\nmentioned Warrant Agreement.\n\n\n________________________________\n     As Warrant Agent\n\n\nBy: ____________________________\n     Authorized Signature\n\n\n\n\n\n\n                                      A - 5\n\n\n\n\n                          [FORM OF WARRANT CERTIFICATE]\n                                    [REVERSE]\n                     (Instructions for Exercise of Warrants)\n\n          To exercise any Warrants evidenced hereby, the Holder of this Warrant\nCertificate must pay [in cash or by certified check or official bank check in\nNew York Clearing House funds or by bank wire transfer in immediately available\nfunds], the Exercise Price in full for each of the Warrants exercised, to\n_______________, Corporate Trust Department, ______________, Attn: _____________\n[or ________________], which payment should specify the name of the Holder of\nthis Warrant Certificate and the number of Warrants exercised by such Holder.\nIn addition, the Holder of this Warrant Certificate should complete the\ninformation required below and present in person or mail by registered mail this\nWarrant Certificate to the Warrant Agent at the addresses set forth below.\n\n\n                               [FORM OF EXERCISE]\n\n                   (To be executed upon exercise of Warrants.)\n\n          The undersigned hereby irrevocably elects to exercise ____ Warrants,\nrepresented by this Warrant Certificate, to purchase $________ principal amount\nof the [Title of Warrant Debt Securities] (the \"Warrant Debt Securities\") of DC\nHoldco, Inc. and represents that he has tendered payment for such Warrant Debt\nSecurities [in cash or by certified check or official bank check in New York\nClearing House funds or by bank wire transfer in immediately available funds] to\nthe order of DC Holdco, Inc., c\/o Treasurer, in the amount of $_________ in\naccordance with the terms hereof.  The undersigned requests that said principal\namount of Warrant Debt Securities be in fully registered form, in the authorized\ndenominations, registered in such names and delivered, all as specified in\naccordance with the instructions set forth below.\n\n          If said principal amount of Warrant Debt Securities is less than all\nof the Warrant Debt Securities purchasable hereunder, the undersigned requests\nthat a new Warrant Certificate representing the remaining balance of the\nWarrants evidenced hereby be issued and delivered to the undersigned unless\notherwise specified in the instructions below.\n\n\n\n                                      A - 6\n\n\n\n\nDated:\n\n                                        Name _________________________\n\n\n_________________________________\n(Insert Social Security or Other\nIdentifying Number of Holder)           Address ______________________\n                                                ______________________\n\n                                        Signature ____________________\n                                        [If registered warrant -- (Signature\n                                        must conform in all respects to name of\n                                        holder as specified on the face of the\n                                        Warrant Certificate and must bear a\n                                        signature guarantee by a bank, trust\n                                        company or member broker of the New\n                                        York, Chicago or Pacific Stock\n                                        Exchange.)]\n\n          This Warrant may be exercised at the following addresses:\n\n          By hand at          _________________________\n                              _________________________\n                              _________________________\n                              _________________________\n\n          By mail at          _________________________\n                              _________________________\n                              _________________________\n                              _________________________\n\n(Instructions as to form and delivery of Warrant Debt Securities and\/or Warrant\nCertificates):\n\n\n\n                                      A - 7\n\n\n\n\n                              [FORM OF ASSIGNMENT]\n\n              (TO BE EXECUTED TO TRANSFER THE WARRANT CERTIFICATE)\n\n          FOR VALUE RECEIVED ____________________ hereby sells, assigns and\ntransfers unto\n\n\n                              ___________________________________\n                              (Please print name and\n                                address including zip code)\n\nPlease insert social security or other\nidentifying number\n\n\n______________________________\n\n\n__________________________________________________________________________\nthe right represented by the within Warrant Certificate and does hereby\nirrevocably constitute and appoint ________________, Attorney, to transfer said\nWarrant Certificate on the books of the Warrant Agent with full power of\nsubstitution.\n\nDated:\n\n                              ____________________________________________\n                                        Signature\n                              (Signature must conform in all respects to name of\n                              holder as specified on the face of this Warrant\n                              Certificate and must bear a signature guarantee by\n                              a bank, trust company or member broker of the New\n                              York, Chicago or Pacific Stock Exchange)\n\nSignature Guaranteed:\n\n\n_____________________________\n\n\n\n                                      A - 8\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7331],"corporate_contracts_industries":[9532],"corporate_contracts_types":[9560,9572],"class_list":["post-41032","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-disney-walt-co","corporate_contracts_industries-travel__services","corporate_contracts_types-finance","corporate_contracts_types-finance__warrant"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41032","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41032"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41032"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41032"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41032"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}