{"id":43213,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-reorganization-the-walt-disney-co-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-reorganization-the-walt-disney-co-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-reorganization-the-walt-disney-co-and.html","title":{"rendered":"Agreement and Plan of Reorganization &#8211; The Walt Disney Co. and Capital Cities\/ABC Inc."},"content":{"rendered":"<pre> \n           AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION\n \n  AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION (this\n\"Agreement\"), dated as of July 31, 1995, between The Walt Disney Company, a\nDelaware corporation (the \"Purchaser\") and Capital Cities\/ABC, Inc., a New\nYork corporation (the \"Company\").\n \n                                   RECITALS\n \n  A. The Boards of Directors of the Purchaser and the Company have approved,\nand deem it advisable and in the best interests of their respective companies\nand stockholders to consummate the reorganization (the \"Reorganization\")\nprovided for herein, pursuant to which DC Holdco, Inc. (\"Holding Company\"),\nthe surviving corporation of a merger of Keystone Properties, Inc., a wholly\nowned subsidiary of the Purchaser, with and into DC Holdco, Inc., a wholly\nowned subsidiary of the Purchaser, will acquire all of the common stock of\neach of the Purchaser and the Company through mergers of Subsidiaries (as\ndefined in Section 10.14) of Holding Company with and into each of the\nPurchaser and the Company.\n \n  B. For federal income tax purposes, it is intended that (i) the Purchaser\nMerger (as hereinafter defined) qualify as a reorganization under the\nprovisions of Section 368(a) of the United States Internal Revenue Code of\n1986, as amended (the \"Code\") and\/or as an exchange under the provisions of\nSection 351 of the Code and (ii) that the Company Merger (as hereinafter\ndefined) qualify as an exchange under the provisions of Section 351 of the\nCode.\n \n  C. Concurrently with the execution hereof, in order to induce the Purchaser\nto enter into this Agreement, the Purchaser is entering into a Stock Agreement\n(the \"Stock Agreement\") with Berkshire Hathaway Inc. and Thomas S. Murphy\nproviding for certain voting and other restrictions with respect to the shares\nof Company Common Stock (as defined in Section 4.4 herein) beneficially owned\nby Berkshire Hathaway Inc. upon the terms and conditions specified therein.\n \n  D. The Purchaser and the Company desire to make certain representations,\nwarranties, covenants and agreements in connection with the transactions\ncontemplated hereby.\n \n  NOW, THEREFORE, in consideration of the foregoing, and of the\nrepresentations, warranties, covenants and agreements contained herein, the\nparties hereto hereby agree as follows:\n \n                                   ARTICLE 1\n \n                 FORMATION OF HOLDING COMPANY AND SUBSIDIARIES\n \n  1.1. Holding Company. The Certificate of Incorporation and By-Laws of\nHolding Company shall be in such forms as shall be determined by Purchaser;\nprovided that the Certificate of Incorporation of Holding Company shall be\namended to be substantially in the form of the Certificate of Incorporation of\nthe Purchaser. The Certificate of Incorporation of Holding Company will\nadditionally be amended to provide that the authorized capital stock of\nHolding Company shall consist initially of 1,200,000,000 shares of common\nstock, $.01 par value (the \"Holding Company Common Stock\") and 100,000,000\nshares of preferred stock, $.01 par value (the \"Holding Company Preferred\nStock\").\n \n  1.2. Directors and Officers of Holding Company. (i) The directors and\nofficers of Holding Company shall be designated by the Purchaser. Each such\nofficer and director shall remain in office until his or her successors are\nelected.\n \n  1.3. Organization of Merger Subsidiaries. As promptly as practicable\nfollowing the execution of this Agreement, the Purchaser shall cause the\nfollowing companies (the \"Merger Subsidiaries\") to be organized for the sole\npurpose of effectuating the Purchaser Merger and the Company Merger\ncontemplated herein:\n \n                                      A-1\n \n    (i) DCA Merger Corp., a corporation organized under the laws of the State\n  of Delaware (\"Merger Sub A\"). The Certificate of Incorporation and By-laws\n  of Merger Sub A shall be in such forms as shall be determined by the\n  Purchaser as soon as practicable following the execution of this Agreement.\n  The authorized capital stock of Merger Sub A shall initially consist of 100\n  shares of common stock, par value $.01 per share, which shall be issued to\n  Holding Company at a price of $1.00 per share.\n \n    (ii) DCB Merger Corp., a corporation organized under the laws of the\n  State of New York (\"Merger Sub B\" and, together with Merger Sub A, the\n  \"Merger Subsidiaries\"). The Certificate of Incorporation and By-laws of\n  Merger Sub B shall be in such forms as shall be determined by the Purchaser\n  as soon as practicable following the execution of this Agreement. The\n  authorized capital stock of Merger Sub B shall initially consist of 100\n  shares of common stock, par value $.01 per share, which shall be issued to\n  Holding Company at a price of $1.00 per share.\n \n  1.4. Actions of Directors and Officers. As promptly as practicable following\nthe execution of this Agreement, the Purchaser shall designate the directors\nand officers of Merger Sub A and Merger Sub B. The Purchaser shall cause (i)\nHolding Company to elect the directors of the Merger Subsidiaries, (ii) the\ndirectors of Merger Sub A and Merger Sub B to elect their respective officers,\n(iii) the directors of Holding Company to ratify and approve this Agreement\nand to approve the forms of the Merger Agreements (as defined in Section 2.1),\n(iv) the Merger Agreements to be executed on behalf of the parties thereto,\nand (v) the directors and officers of the Merger Subsidiaries to take such\nsteps as may be necessary or appropriate to complete the organization of the\nMerger Subsidiaries and to approve the Merger Agreements.\n \n  1.5. Actions of Purchaser and Company. As promptly as practicable following\nthe execution of this Agreement, as the holders of all of the outstanding\nshares of capital stock of Holding Company, the Purchaser shall cause Holding\nCompany to ratify and approve this Agreement, and shall cause Holding Company,\nas the sole shareholder of each of the Merger Subsidiaries, to adopt the\nMerger Agreements. The Purchaser shall cause Holding Company and the Merger\nSubsidiaries to perform their respective obligations under this Agreement and\nthe Merger Agreements.\n \n                                   ARTICLE 2\n \n                             THE MERGERS; CLOSING\n \n  2.1. The Mergers. Pursuant to Plans of Merger, in forms to be mutually\nagreed upon by the Purchaser and the Company (sometimes hereinafter referred\nto individually as the \"Purchaser Merger Agreement\" and the \"Company Merger\nAgreement\", respectively, and collectively as the \"Merger Agreements\"), upon\nthe terms and subject to the conditions set forth in this Agreement and in the\nMerger Agreements:\n \n    (a) Merger Sub A shall be merged with and into the Purchaser (the\n  \"Purchaser Merger\") in accordance with the applicable provisions of the\n  laws of the State of Delaware. Purchaser shall be the surviving corporation\n  in the Purchaser Merger and shall continue its corporate existence under\n  the laws of the State of Delaware. As a result of the Purchaser Merger,\n  Purchaser shall become a wholly owned Subsidiary of Holding Company. The\n  effects and consequences of the Purchaser Merger shall be as set forth in\n  the Purchaser Merger Agreement.\n \n    (b) Merger Sub B will be merged with and into the Company (the \"Company\n  Merger\"), in accordance with the applicable provisions of the laws of the\n  State of New York. The Company shall be the surviving corporation in the\n  Company Merger and shall continue its corporate existence under the laws of\n  the State of New York. As a result of the Company Merger, the Company shall\n  become a wholly owned Subsidiary of Holding Company. The effects and\n  consequences of the Company Merger shall be as set forth in the Company\n  Merger Agreement. The term \"Mergers\" shall mean the Purchaser Merger and\n  the Company Merger.\n \n \n                                      A-2\n \n    (c) The term \"Effective Time\" shall mean the time and date which is (A)\n  the later of (i) the date and time of the filing of the certificate of\n  merger relating to the Purchaser Merger with the Secretary of State of the\n  State of Delaware (or such other date and time as may be specified in such\n  certificate as may be permitted by law) and (ii) the date and time of the\n  filing of a certificate of merger by the Department of State of the State\n  of New York with respect to the Company Merger (or such other date and time\n  as may be specified in such certificate as may be permitted by law) or (B)\n  such other time and date as the Purchaser and the Company may agree.\n \n  2.2. The Closing. Subject to the terms and conditions of this Agreement, the\nclosing of the transactions contemplated by this Agreement and the Merger\nAgreements (the \"Closing\") shall take place (a) at the offices of Dewey\nBallantine, 1301 Avenue of the Americas, New York, New York, at 10:00 a.m.,\nlocal time, on the later of (i) January 3, 1996 and (ii) the first business\nday following the day on which the last to be fulfilled or waived of the\nconditions set forth in Article 8 shall be fulfilled or waived in accordance\nherewith or (b) at such other time, date or place as the Purchaser and the\nCompany may agree. The date on which the Closing occurs is hereinafter\nreferred to as the \"Closing Date.\"\n \n                                   ARTICLE 3\n \n             DIRECTORS AND OFFICERS OF THE MERGER SUBSIDIARIES AND\n                            SURVIVING CORPORATIONS\n \n  3.1. Directors. The directors of the Purchaser immediately prior to the\nEffective Time shall be the directors of the surviving corporation of the\nPurchaser Merger as of the Effective Time and until their successors are duly\nappointed or elected in accordance with applicable law. The directors of\nMerger Sub B immediately prior to the Effective Time shall be the directors of\nthe surviving corporation of the Company Merger as of the Effective Time and\nuntil their successors are duly appointed or elected in accordance with\napplicable law.\n \n  3.2. Officers. The officers of the Purchaser and the Company immediately\nprior to the Effective Time shall be the officers of the surviving\ncorporations of the Purchaser Merger and the Company Merger, respectively, as\nof the Effective Time and until their successors are duly appointed or elected\nin accordance with applicable law.\n \n                                   ARTICLE 4\n \n                    EFFECT OF THE MERGERS ON SECURITIES OF\n            THE PURCHASER, THE COMPANY AND THE MERGER SUBSIDIARIES\n \n  4.1. Merger Sub Stock. At the Effective Time, each share of the common stock\nof Merger Sub A outstanding immediately prior to the Effective Time shall be\nconverted into and shall become one share of common stock of the surviving\ncorporation of the Purchaser Merger. At the Effective Time, each share of the\ncommon stock of Merger Sub B outstanding immediately prior to the Effective\nTime shall be converted into and shall become one share of common stock of the\nsurviving corporation of the Company Merger.\n \n  4.2. Holding Company Capital Stock. At the Effective Time, each share of the\ncapital stock of Holding Company issued and outstanding immediately prior to\nthe Effective Time shall be converted into the right to receive in cash the\nfair market value thereof as agreed upon by the Purchaser and the Holding\nCompany.\n \n  4.3. Conversion of Purchaser Stock. (a) Subject to Section 4.3(b), at the\nEffective Time, each share of common stock, par value $0.025 per share, of the\nPurchaser (\"Purchaser Common Stock\") issued and\n \n                                      A-3\n \noutstanding at the Effective Time shall be converted into one share of Holding\nCompany Common Stock. Upon such conversion, all such shares of Purchaser\nCommon Stock shall be cancelled and cease to exist, and each certificate\ntheretofore representing any such shares shall, without any action on the part\nof the holder thereof, be deemed to represent an equivalent number of shares\nof Holding Company Common Stock.\n \n  (b) At the Effective Time, each share of Purchaser Common Stock which is\nheld in the treasury of the Purchaser immediately prior to the Effective Time\nshall, by virtue of the Mergers, cease to be outstanding and shall be\ncancelled and retired without payment of any consideration therefor.\n \n  (c) At the Effective Time, each outstanding option or right to purchase\nshares of Purchaser Common Stock ( a \"Purchaser Option\") shall, if agreed by\nthe holder of any such Purchaser Option, be assumed by the Holding Company in\nsuch manner that it is converted into an option to purchase shares of Holding\nCompany Common Stock, with each such Purchaser Option to otherwise be\nexercisable upon the same terms and conditions as then are applicable to such\nPurchaser Option, including the number of shares and exercise price provided\nthereby. At the Effective Time, the Holding Company shall assume all rights\nand obligations of the Purchaser under the Purchaser's stock option plans as\nin effect at the Effective Time and shall continue such plans in accordance\nwith their terms.\n \n  4.4. Conversion of Company Common Stock. (a) Except as otherwise provided in\nSection 4.6 and subject to Sections 4.4(c) and 4.4(d), at the Effective Time\neach issued and outstanding share of Common Stock, $.10 par value of the\nCompany (the \"Company Common Stock\"), shall be converted into at the election\nof the holder thereof one of the following (as adjusted pursuant to Section\n4.6, the \"Merger Consideration\"):\n \n    (i) for each such share of Company Common Stock with respect to which an\n  election to receive a combination of Holding Company Common Stock and cash\n  has been effectively made and not revoked or lost, pursuant to Sections\n  4.5(c), (d) and (e) (a \"Standard Election\"), the right to receive (x) one\n  share of Holding Company Common Stock plus (y) an amount in cash equal to\n  $65 (collectively, the \"Standard Consideration\");\n \n    (ii) for each such share of Company Common Stock with respect to which an\n  election to receive solely Holding Company Common Stock has been\n  effectively made and not revoked or lost pursuant to Sections 4.5(c), (d)\n  and (e) (a \"Stock Election\"), the right to receive (x) one share of Holding\n  Company Common Stock plus (y) a number of shares of Holding Company Common\n  Stock equal to a fraction, the numerator of which is $65 and the\n  denominator of which is the Purchaser Common Stock Price (collectively, the\n  \"Stock Consideration\"). The \"Purchaser Common Stock Price\" means an amount\n  equal to the average of the closing sales prices of Purchaser Common Stock\n  on the New York Stock Exchange Composite Tape on each of the ten\n  consecutive trading days immediately preceding the second trading day prior\n  to the date of the Effective Time; or\n \n    (iii) for each such share of Company Common Stock (other than shares as\n  to which a Standard Election or a Stock Election was made), the right to\n  receive in cash, without interest, an amount equal to $65 plus the\n  Purchaser Common Stock Price (collectively, the \"Cash Consideration\").\n \n  (b) As a result of the Company Merger and without any action on the part of\nthe holder thereof, at the Effective Time all shares of Company Common Stock\nshall cease to be outstanding and shall be cancelled and retired and shall\ncease to exist, and each holder of shares of Company Common Stock shall\nthereafter cease to have any rights with respect to such shares of Company\nCommon Stock, except the right to receive, without interest, the Merger\nConsideration and cash for fractional shares of Holding Company Common Stock\nin accordance with Sections 4.7(c) upon the surrender of a certificate\nrepresenting such shares of Company Common Stock (a \"Company Certificate\").\n \n  (c) Notwithstanding anything contained in this Section 4.4 to the contrary,\neach share of Company Common Stock issued and held in the Company's treasury\nimmediately prior to the Effective Time shall, by virtue of the Company\nMerger, cease to be outstanding and shall be cancelled and retired without\npayment of any consideration therefor.\n \n                                      A-4\n \n  (d) Notwithstanding anything in this Section 4.4 to the contrary, shares of\nCompany Common Stock which are issued and outstanding immediately prior to the\nEffective Time and which are held by stockholders who have not voted such\nshares in favor of the Company Merger and who shall have properly exercised\ntheir rights of appraisal for such shares in the manner provided by the New\nYork Business Corporation Law (the \"NYBCL\") (the \"Dissenting Shares\") shall not\nbe converted into or be exchangeable for the right to receive the Merger\nConsideration, unless and until such holder shall have failed to perfect or\nshall have effectively withdrawn or lost his right to appraisal and payment, as\nthe case may be. If such holder shall have so failed to perfect or shall have\neffectively withdrawn or lost such right, his shares shall thereupon be deemed\nto have been converted into and to have become exchangeable for, at the\nEffective Time, the right to receive the Merger Consideration, without any\ninterest thereon. The Company shall give the Purchaser prompt notice of any\nDissenting Shares (and shall also give the Purchaser prompt notice of any\nwithdrawals of such demands for appraisal rights) and the Purchaser shall have\nthe right to direct all negotiations and proceedings with respect to any such\ndemands. Neither the Company nor the surviving corporation of the Company\nMerger shall, except with the prior written consent of the Purchaser,\nvoluntarily make any payment with respect to, or settle or offer to settle, any\nsuch demand for appraisal rights.\n \n  (e) At the Effective Time, each outstanding option or right to purchase\nshares of Company Common Stock (a \"Company Option\") shall, if agreed by the\nholder of any such Company Option, be assumed by Holding Company in such manner\nthat it is converted into an option to purchase shares of Holding Company\nCommon Stock, as provided below. Following the Effective Time, each such\nCompany Option shall be exercisable upon the same terms and conditions as then\nare applicable to such Company Option, except that (i) each such Company Option\nshall be exercisable for that number of shares of Holding Company Common Stock\nequal to the product of (x) the number of shares of Company Common Stock for\nwhich such Company Option was exercisable and (y) the Stock Consideration\nspecified in Section 4.4(a)(ii) (before adjustment pursuant to Section 4.6(c))\nand (ii) the exercise price of such option shall be equal to the exercise price\nof such option as of the date hereof divided by the Stock Consideration (before\nadjustment pursuant to Section 4.6(c)). It is the intention of the parties\nthat, to the extent that any such Company Option constituted an \"incentive\nstock option\" (within the meaning of Section 422 of the Code) immediately prior\nto the Effective Time, such option continue to qualify as an incentive stock\noption to the maximum extent permitted by Section 422 of the Code, and that the\nassumption of the Company Stock Options provided by this Section 4.4(e) satisfy\nthe conditions of Section 424(a) of the Code. From and after the date of this\nAgreement, no additional options to purchase shares of Company Common Stock\nshall be granted under the Company stock option plans or otherwise (other than\nan aggregate of 75,000 options to acquire Company Common Stock granted pursuant\nto the terms existing on the date hereof of the Company's stock option plan).\nNotwithstanding the foregoing provisions of this Section 4.4(e) or any other\nprovision of this Agreement, the Company and the holder of any Company Option\nmay amend such Company Option so that the holder of such Company Option (if it\nis outstanding at the Effective Time) may elect to receive, in settlement\nthereof, for each share of Company Common Stock subject to a Company Option an\namount (subject to any applicable withholding tax) in cash equal to the Cash\nConsideration (before adjustment pursuant to Section 4.6(d)) minus the per\nshare exercise or purchase price of such Company Option as of the date hereof.\nExcept as otherwise agreed to by the parties, the Company shall use reasonable\nefforts to ensure that no person shall have any right under any stock option\nplan (or any option granted thereunder) or other plan, program or arrangement\nwith respect to, including any right to acquire, equity securities of the\nCompany following the Effective Time.\n \n  4.5. Company Common Stock Elections. (a) Each person who, at the Effective\nTime, is a record holder of shares of Company Common Stock (other than holders\nof shares of Company Common Stock to be cancelled as set forth in Section\n4.4(c) or Dissenting Shares) shall have the right to submit an Election Form\n(as defined in Section 4.5(c)) specifying the number of shares of Company\nCommon Stock that such person desires to have converted into the right to\nreceive Holding Company Common Stock and cash pursuant to the Standard\nElection, the number of shares of Company Common Stock that such person desires\nto have converted into the right to receive Holding Company Common Stock\npursuant to the Stock Election, and the number of shares of Company Common\nStock that such person desires to have converted into the right to receive cash\n(a \"Cash Election\").\n \n                                      A-5\n \n  (b) Promptly after the Allocation Determination (as defined in Section\n4.5(d)), (i) Holding Company shall deposit (or cause to be deposited) with a\nbank or trust company to be designated by Purchaser and reasonably acceptable\nto the Company (the \"Exchange Agent\"), for the benefit of the holders of shares\nof Company Common Stock, for exchange in accordance with this Article IV, cash\nin the amount sufficient to pay the aggregate cash portion of the Merger\nConsideration and (ii) Holding Company shall deposit (or cause to be deposited)\nwith the Exchange Agent, for the benefit of the holders of shares of Company\nCommon Stock, certificates representing the shares of Holding Company Common\nStock (\"Holding Company Certificates\") for exchange in accordance with this\nArticle IV (the cash and shares deposited pursuant to clauses (i) and (ii)\nbeing hereinafter referred to as the \"Exchange Fund\"). Holding Company Common\nStock into which Purchaser Common Stock and Company Common Stock shall be\nconverted pursuant to the Mergers shall be deemed to have been issued at the\nEffective Time.\n \n  (c) As soon as reasonably practicable after the Effective Time, the Exchange\nAgent shall mail to each holder of record of Company Common Stock immediately\nprior to the Effective Time (excluding any shares of Company Common Stock which\nwill be cancelled pursuant to Section 4.4(c) or Dissenting Shares) (A) a letter\nof transmittal (the \"Company Letter of Transmittal\") (which shall specify that\ndelivery shall be effected, and risk of loss and title to the Company\nCertificates shall pass, only upon delivery of such Company Certificates to the\nExchange Agent and shall be in such form and have such other provisions as\nPurchaser shall specify), (B) instructions for use in effecting the surrender\nof the Company Certificates in exchange for the Merger Consideration with\nrespect to the shares of Company Common Stock formerly represented thereby, and\n(C) an election form (the \"Election Form\") providing for such holders to make\nthe Standard Election, the Cash Election or the Stock Election. As of the\nElection Deadline (as hereinafter defined) all holders of Company Common Stock\nimmediately prior to the Effective Time that shall not have submitted to the\nExchange Agent or shall have properly revoked an effective, properly completed\nElection Form shall be deemed to have made a Cash Election.\n \n  (d) Any Cash Election (other than a deemed Cash Election), Standard Election,\nor Stock Election shall have been validly made only if the Exchange Agent shall\nhave received by 5:00 p.m. New York, New York time on a date (the \"Election\nDeadline\") to be mutually agreed upon by the Purchaser and the Company (which\ndate shall not be later than the twentieth business day after the Effective\nTime), an Election Form properly completed and executed (with the signature or\nsignatures thereof guaranteed to the extent required by the Election Form) by\nsuch holder accompanied by such holder's Company Certificates, or by an\nappropriate guarantee of delivery of such Company Certificates from a member of\nany registered national securities exchange or of the National Association of\nSecurities Dealers, Inc. or a commercial bank or trust company in the United\nStates as set forth in such Election Form. Any holder of Company Common Stock\nwho has made an election by submitting an Election Form to the Exchange Agent\nmay at any time prior to the Election Deadline change such holder's election by\nsubmitting a revised Election Form, properly completed and signed that is\nreceived by the Exchange Agent prior to the Election Deadline. Any holder of\nCompany Common Stock may at any time prior to the Election Deadline revoke his\nelection and withdraw his Company Certificates deposited with the Exchange\nAgent by written notice to the Exchange Agent received by the close of business\non the day prior to the Election Deadline. As soon as practicable after the\ndetermination by the Purchaser regarding an increase in the Maximum Cash Amount\npursuant to Section 4.6(b) hereof, the Exchange Agent shall determine the\nallocation of the cash portion of the Merger Consideration and the stock\nportion of the Merger Consideration and shall notify Holding Company of its\ndetermination (the \"Allocation Determination\").\n \n  (e) Upon surrender of a Company Certificate for cancellation to the Exchange\nAgent, together with the Company Letter of Transmittal, duly executed, and such\nother documents as Purchaser or the Exchange Agent shall reasonably request,\nthe holder of such Company Certificate shall be entitled to receive promptly\nafter the Election Deadline in exchange therefor (A) a certified or bank\ncashier's check in the amount equal to the cash, if any, which such holder has\nthe right to receive pursuant to the provisions of this Article IV (including\nany cash in lieu of fractional shares of Holding Company Common Stock pursuant\nto Section 4.8(c)), and (B) a Holding Company Certificate representing that\nnumber of shares of Holding Company Common Stock, if any, which such holder has\nthe right to receive pursuant to this Article IV (in each case less the amount\nof any required withholding taxes), and the Company Certificate so surrendered\nshall forthwith be cancelled. Until surrendered\n \n                                      A-6\n \nas contemplated by this Section 4.5, each Company Certificate shall be deemed\nat any time after the Effective Time to represent only the right to receive the\nMerger Consideration with respect to the shares of Company Common Stock\nformerly represented thereby.\n \n  (f) Purchaser shall have the right to make rules, not inconsistent with the\nterms of this Agreement, governing the validity of the Election Forms, the\nmanner and extent to which Standard Elections, Cash Elections or Stock\nElections are to be taken into account in making the determinations prescribed\nby Section 4.6, the issuance and delivery of certificates for Holding Company\nCommon Stock into which shares of Company Common Stock or Purchaser Common\nStock are converted in the Mergers, and the payment of cash for shares of\nCompany Common Stock converted into the right to receive cash in the Company\nMerger.\n \n  4.6. Proration. (a) As is more fully set forth below, the maximum number of\nshares of Holding Company Common Stock to be issued to holders of Company\nCommon Stock shall not exceed the number of Outstanding Company Shares.\n\"Outstanding Company Shares\" shall mean those shares of Company Common Stock\noutstanding immediately prior to the Effective Time minus (x) shares of Company\nCommon Stock which will be cancelled pursuant to Section 4.4(c) and (y)\nDissenting Shares (as long as such remain Dissenting Shares).\n \n  (b) As is more fully set forth below, the aggregate amount of cash to be paid\nto holders of Outstanding Company Shares (the \"Maximum Cash Amount\") shall not\nexceed the product of (x) $65 and (y) the number of Outstanding Company Shares;\nprovided, however, that the Purchaser shall have the right, in its sole\ndiscretion, to increase the Maximum Cash Amount at any time within five (5)\nbusiness days after the Election Deadline.\n \n  (c) In the event that the aggregate number of shares of Holding Company\nCommon Stock represented by the Stock Elections received by the Exchange Agent\n(the \"Requested Stock Amount\") exceeds an amount equal to the number of\nOutstanding Company Shares minus the aggregate number of Outstanding Company\nShares with respect to which effective Standard Elections have been received by\nthe Exchange Agent (such difference, the \"Stock Cap\"), each holder making a\nStock Election shall receive, for each share of Company Common Stock for which\na Stock Election has been made, (x) a number of shares of Holding Company\nCommon Stock equal to the product of the Stock Consideration and the Stock\nProration Factor (as defined below) (such product, the \"Prorated Stock Amount\")\nand (y) cash in an amount equal to the product of (A) the Stock Consideration\nminus the Prorated Stock Amount and (B) the Purchaser Common Stock Price. The\n\"Stock Proration Factor\" shall be a fraction, the numerator of which is the\nStock Cap and the denominator of which is the Requested Stock Amount.\n \n  (d) In the event that the aggregate amount of cash represented by the Cash\nElections received by the Exchange Agent (the \"Requested Cash Amount\") exceeds\nthe Maximum Cash Amount (as such amount may have been increased at Purchaser's\nsole discretion pursuant to Section 4.6(b)) minus the aggregate amount of cash\nrepresented by the Standard Elections received by the Exchange Agent (such\ndifference, the \"Cash Cap\"), each holder making a Cash Election (and each\nholder who is deemed to have made a Cash Election pursuant to Section 4.5(c))\nshall receive, for each share of Company Common Stock for which a Cash Election\nhas been made, (x) cash in an amount equal to the product of the Cash\nConsideration and a fraction, the numerator of which is the Cash Cap and the\ndenominator of which is the Requested Cash Amount (such product, the \"Prorated\nCash Amount\") and (y) a number of shares of Holding Company Common Stock equal\nto a fraction, the numerator of which is equal to the Cash Consideration minus\nthe Prorated Cash Amount and the denominator of which is the Purchaser Common\nStock Price.\n \n  4.7. Dividends, Fractional Shares, Etc. (a) Notwithstanding any other\nprovisions of this Agreement, no dividends or other distributions declared\nafter the Effective Time on Holding Company Common Stock shall be paid with\nrespect to any shares of Company Common Stock represented by a Company\nCertificate, until such Company Certificate is surrendered for exchange as\nprovided herein. Subject to the effect of applicable laws, following surrender\nof any such Company Certificate, there shall be paid to the holder of the\nHolding Company Certificates issued in exchange therefor, without interest, (i)\nat the time of such surrender, the amount of dividends or other distributions\nwith a record date after the Effective Time theretofore payable with respect to\nsuch whole shares of Holding Company Common Stock and not paid, less the amount\nof any withholding taxes which may be required thereon, and (ii) at the\nappropriate payment date, the amount of dividends or other\n \n                                      A-7\n \ndistributions with a record date after the Effective Time but prior to\nsurrender and a payment date subsequent to surrender payable with respect to\nsuch whole shares of Holding Company Common Stock, less the amount of any\nwithholding taxes which may be required thereon.\n \n  (b) At or after the Effective Time, there shall be no transfers on the stock\ntransfer books of the Purchaser or the Company of the shares of Purchaser\nCommon Stock or Company Common Stock which were outstanding immediately prior\nto the Effective Time. If, after the Effective Time, certificates representing\nany such shares are presented to the surviving corporations of the Purchaser\nMerger or the Company Merger, they shall be cancelled and exchanged for\ncertificates for the consideration, if any, deliverable in respect thereof\npursuant to this Agreement and the Merger Agreements in accordance with the\nprocedures set forth in this Article 4. Company Certificates surrendered for\nexchange by any person constituting an \"affiliate\" of the Company for purposes\nof Rule 145(c) under the Securities Act of 1933, as amended (the \"Securities\nAct\"), shall not be exchanged until the Purchaser has received a written\nagreement from such person as provided in Section 7.10.\n \n  (c) No fractional shares of Holding Company Common Stock shall be issued\npursuant to the Company Merger. In lieu of the issuance of any fractional share\nof Holding Company Common Stock pursuant to the Company Merger, cash\nadjustments will be paid to holders in respect of any fractional share of\nHolding Company Common Stock that would otherwise be issuable, and the amount\nof such cash adjustment shall be equal to the product of such fractional amount\nand the Purchaser Common Stock Price.\n \n  (d) Any portion of the Exchange Fund (including the proceeds of any\ninvestments thereof and any shares of Holding Company Common Stock) that\nremains unclaimed by the former stockholders of the Purchaser and the Company\nsix months after the Effective Time shall be delivered to the Holding Company.\nAny former stockholder of the Purchaser or the Company who has not theretofore\ncomplied with this Article 4 shall thereafter look only to the applicable\nsurviving corporation for payment of the applicable merger consideration, cash\nin lieu of fractional shares and unpaid dividends and distributions on the\nHolding Company Common Stock deliverable in respect of each share of Purchaser\nCommon Stock or Company Common Stock such stockholder holds as determined\npursuant to this Agreement, in each case without any interest thereon.\n \n  (e) None of the Purchaser, the Company, the Holding Company, the surviving\ncorporations of the Mergers, the Exchange Agent or any other person shall be\nliable to any former holder of shares of Purchaser Common Stock or Company\nCommon Stock for any amount properly delivered to a public official pursuant to\napplicable abandoned property, escheat or similar laws.\n \n  (f) In the event that any Company Certificate shall have been lost, stolen or\ndestroyed, upon the making of an affidavit of that fact by the person claiming\nsuch Company Certificate to be lost, stolen or destroyed and, if required by\nHolding Company, the posting by such person of a bond in such reasonable amount\nas Holding Company may direct as indemnity against any claim that may be made\nagainst it with respect to such Company Certificate, the Exchange Agent will\nissue in exchange for such lost, stolen or destroyed Company Certificate the\napplicable merger consideration, cash in lieu of fractional shares, and unpaid\ndividends and distributions on shares of Holding Company Common Stock as\nprovided in Section 4.7, deliverable in respect thereof pursuant to this\nAgreement and the Company Merger Agreement.\n \n                                   ARTICLE 5\n \n                   REPRESENTATIONS AND WARRANTIES OF COMPANY\n \n  Except as set forth in the disclosure letter delivered at or prior to the\nexecution hereof to the Purchaser (the \"Company Disclosure Letter\") or in the\nCompany Reports (as defined below), the Company represents and warrants to the\nPurchaser as of the date of this Agreement as follows:\n \n  5.1. Existence; Good Standing; Corporate Authority. The Company is a\ncorporation duly incorporated, validly existing and in good standing under the\nlaws of its jurisdiction of incorporation. The Company is duly licensed or\nqualified to do business as a foreign corporation and is in good standing under\nthe laws of any other state of the United States in which the character of the\nproperties owned or leased by it or in which the transaction of its business\nmakes such qualification necessary, except where the failure to be so qualified\nor to be\n \n                                      A-8\n \nin good standing would not have a material adverse effect on the business,\nresults of operations or financial condition of the Company and its\nSubsidiaries taken as a whole (a \"Company Material Adverse Effect\"). The\nCompany has all requisite corporate power and authority to own, operate and\nlease its properties and carry on its business as now conducted. Each of the\nCompany's Significant Subsidiaries (as defined in Section 10.14 hereof) is a\ncorporation or partnership duly organized, validly existing and in good\nstanding under the laws of its jurisdiction of incorporation or organization,\nhas the corporate or partnership power and authority to own its properties and\nto carry on its business as it is now being conducted, and is duly qualified\nto do business and is in good standing in each jurisdiction in which the\nownership of its property or the conduct of its business requires such\nqualification, except for jurisdictions in which such failure to be so\nqualified or to be in good standing would not have a Company Material Adverse\nEffect. The copies of the Company's Certificate of Incorporation and Bylaws\npreviously made available to the Purchaser are true and correct.\n \n  5.2. Authorization, Validity and Effect of Agreements. The Company has the\nrequisite corporate power and authority to execute and deliver this Agreement\nand all agreements and documents contemplated hereby. Subject only to the\napproval of this Agreement and the transactions contemplated hereby by the\nholders of two-thirds of the outstanding shares of Company Common Stock, the\nconsummation by the Company of the transactions contemplated hereby has been\nduly authorized by all requisite corporate action. This Agreement constitutes,\nand all agreements and documents contemplated hereby (when executed and\ndelivered pursuant hereto for value received) will constitute, the valid and\nlegally binding obligations of the Company, enforceable in accordance with\ntheir respective terms, subject to applicable bankruptcy, insolvency,\nmoratorium or other similar laws relating to creditors' rights and general\nprinciples of equity.\n \n  5.3. Capitalization. The authorized capital stock of the Company consists of\n300,000,000 shares of Company Common Stock and 4,000,000 shares of preferred\nstock, no par value (the \"Company Preferred Stock\"). As of July 15, 1995,\nthere were 154,061,655 shares of Company Common Stock, and no shares of\nCompany Preferred Stock, issued and outstanding, plus 29,873,305 shares of\nCompany Common Stock held in the Company's treasury. Since such date, (i) no\nadditional shares of capital stock of the Company have been issued, except\npursuant to the terms existing on the date hereof of the Company's stock\noption and employee stock purchase plans and other similar employee benefit\nplans (the \"Company Stock Plans\") and (ii) no options or other rights to\nacquire shares of the Company's capital stock have been granted (other than an\naggregate of 75,000 options to acquire Company Common Stock granted pursuant\nto the terms existing on the date hereof of the Company's stock option plan).\nThe Company has no outstanding bonds, debentures, notes or other obligations\nthe holders of which have the right to vote (or which are convertible into or\nexercisable for securities having the right to vote) with the stockholders of\nthe Company on any matter (other than the preferred stock purchase rights of\nthe Company (the \"Rights\") issued pursuant to the Rights Agreement, dated\nDecember 14, 1989, between the Company and Harris Trust Company (the \"Company\nRights Agreement\")). All issued and outstanding shares of Company Common Stock\nare duly authorized, validly issued, fully paid, nonassessable and free of\npreemptive rights. There are not at the date of this Agreement any existing\noptions, warrants, calls, subscriptions, convertible securities, or other\nrights, agreements or commitments which obligate the Company or any of its\nSubsidiaries to issue, transfer or sell any shares of capital stock of the\nCompany or any of its Subsidiaries (other than under the Company Stock Plans\nand other than the Rights).\n \n  5.4. Subsidiaries. The Company owns directly or indirectly each of the\noutstanding shares of capital stock (or other ownership interests having by\ntheir terms ordinary voting power to elect a majority of directors or others\nperforming similar functions with respect to such Company Significant\nSubsidiary) of each of the Company's Significant Subsidiaries. Each of the\noutstanding shares of capital stock of each of the Company's Significant\nSubsidiaries is duly authorized, validly issued, fully paid and nonassessable,\nand is owned, directly or indirectly, by the Company. Each of the outstanding\nshares of capital stock of each Significant Subsidiary of the Company is\nowned, directly or indirectly, by the Company free and clear of all liens,\npledges, security interests, claims or other encumbrances other than liens\nimposed by local law which are not material. The following information for\neach Significant Subsidiary of the Company has been previously provided to the\nPurchaser, if applicable: (i) its name and jurisdiction of incorporation or\norganization; (ii) its authorized capital\n \n                                      A-9\n \nstock or share capital; and (iii) the number of issued and outstanding shares\nof capital stock or share capital. All of the Subsidiaries of the Company\nother than the Significant Subsidiaries, when taken together, do not in the\naggregate constitute a Significant Subsidiary of the Company.\n \n  5.5. Other Interests. Except for interests in the Company Subsidiaries,\nneither the Company nor any Company Significant Subsidiary owns directly or\nindirectly any interest or investment (whether equity or debt) in any\ncorporation, partnership, joint venture, business, trust or entity (other than\n(i) non-controlling investments in the ordinary course of business and\ncorporate partnering, development, cooperative marketing and similar\nundertakings, arrangements entered into in the ordinary course of business and\n(ii) other investments of less than $100,000,000).\n \n  5.6. No Conflict; Required Filings and Consents. (a) The execution and\ndelivery of this Agreement by the Company do not, and the consummation by the\nCompany of the transactions contemplated hereby will not, (i) conflict with or\nviolate the certificate of incorporation or by-laws or equivalent\norganizational documents of (x) the Company or (y) any Significant Subsidiary,\n(ii) subject to making the filings and obtaining the approvals identified in\nSection 5.6(b) hereof, conflict with or violate any law, rule, regulation,\norder, judgment or decree applicable to the Company or any Company Subsidiary\nor by which any property or asset of the Company or any Company Subsidiary is\nbound or affected, or (iii) subject to making the filings and obtaining the\napprovals identified in Section 5.6(b) hereof, result in any breach of or\nconstitute a default (or an event which with notice or lapse of time or both\nwould become a default) under, result in the loss of a material benefit under,\nor give to others any right of purchase or sale, or any right of termination,\namendment, acceleration, increased payments or cancellation of, or result in\nthe creation of a lien or other encumbrance on any property or asset of the\nCompany or any Company Subsidiary pursuant to, any note, bond, mortgage,\nindenture, contract, agreement, lease, license, permit, franchise or other\ninstrument or obligation to which the Company or any Company Subsidiary is a\nparty or by which the Company or any Company Subsidiary or any property or\nasset of the Company or any Company Subsidiary is bound or affected, except,\nin the case of clauses (i)(y), (ii) and (iii), for any such conflicts,\nviolations, breaches, defaults or other occurrences which would not prevent or\ndelay consummation of any of the transactions contemplated hereby in any\nmaterial respect, or otherwise prevent the Company from performing its\nobligations under this Agreement in any material respect, and would not,\nindividually or in the aggregate, have a Company Material Adverse Effect. The\nexecution and delivery of this Agreement by the Company do not, and the\nconsummation by the Company of the transactions contemplated hereby will not,\nresult in any material breach of or constitute a material default (or an event\nwhich with notice or lapse of time or both would become a material default)\nunder, result in the loss of a material benefit under, or give to others any\nright of purchase or sale, or any right of termination, amendment,\nacceleration, increased payments or cancellation of, or result in the creation\nof a lien or other encumbrance on any property or asset of the Company or any\nCompany Subsidiary pursuant to, any Material Contract to which the Company or\nany Company Subsidiary is a party or by which the Company or any Company\nSubsidiary or any property or asset of the Company or any Company Subsidiary\nis bound or affected. For the purposes hereof, \"Material Contract\" shall mean\nany note, bond, mortgage, indenture, contract, agreement, lease, license,\npermit, franchise or other instrument or obligation that is material to the\nownership or operation of any of ESPN, Lifetime Television and A&amp;E Television\nNetwork (each a \"Station\"), or any network affiliate agreement.\n \n  (b) The execution and delivery of this Agreement by the Company do not, and\nthe performance of this Agreement and the consummation by the Company of the\ntransactions contemplated hereby will not, require any consent, approval,\nauthorization or permit of, or filing with or notification to, any\ngovernmental or regulatory authority, domestic or foreign (each a\n\"Governmental Entity\"), except (i) for (A) applicable requirements, if any, of\nthe Securities Exchange Act of 1934, as amended (the \"Exchange Act\"), the\nSecurities Act of 1933, as amended (the \"Securities Act\"), state securities or\n\"blue sky\" laws (\"Blue Sky Laws\") and state takeover laws, (B) the pre-merger\nnotification requirements of the Hart-Scott-Rodino Antitrust Improvements Act\nof 1976, as amended, and the rules and regulations thereunder (the \"HSR Act\"),\n(C) applicable approvals of the Federal Communications Commission (the \"FCC\")\npursuant to the Communications Act of 1934, as amended, and any regulations\npromulgated thereunder (the \"Communications Act\"), (D) filing and recordation\nof appropriate\n \n                                     A-10\n \nmerger and similar documents as required by New York law and Delaware law and\n(E) applicable requirements, if any, of the Code and state, local and foreign\ntax laws, and (ii) where failure to obtain such consents, approvals,\nauthorizations or permits, or to make such filings or notifications, would not\nprevent or delay consummation of any of the transactions contemplated hereby\nin any material respect, or otherwise prevent the Company from performing its\nobligations under this Agreement in any material respect, and would not,\nindividually or in the aggregate, have a Company Material Adverse Effect.\n \n  5.7. Compliance. Neither the Company nor any Company Subsidiary is in\nconflict with, or in default or violation of, (i) any law, rule, regulation,\norder, judgment or decree applicable to the Company or any Company Subsidiary\nor by which any property or asset of the Company or any Company Subsidiary is\nbound or affected, or (ii) any note, bond, mortgage, indenture, contract,\nagreement, lease, license, permit, franchise or other instrument or obligation\nto which the Company or any Company Subsidiary is a party or by which the\nCompany or any Company Subsidiary or any property or asset of the Company or\nany Company Subsidiary is bound or affected, in each case except for any such\nconflicts, defaults or violations that would not, individually or in the\naggregate, have a Company Material Adverse Effect. The Company and its\nSubsidiaries have obtained all licenses, permits and other authorizations and\nhave taken all actions required by applicable law or governmental regulations\nin connection with their business as now conducted, where the failure to\nobtain any such item or to take any such action would have, individually or in\nthe aggregate, a Company Material Adverse Effect. The Company and the Company\nSubsidiaries that are FCC licensees are financially qualified, and to the best\nof the Company's knowledge, are otherwise qualified to be FCC licensees. The\nCompany is not aware of any facts or circumstances that might prevent or delay\nany necessary FCC approval of the transactions contemplated hereby.\n \n  5.8. SEC Documents. (a) The Company has filed all forms, reports and\ndocuments required to be filed by it with the Securities and Exchange\nCommission (\"SEC\") since December 31, 1992 (collectively, the \"Company\nReports\"). As of their respective dates, the Company Reports and any such\nreports, forms and other documents filed by the Company with the SEC after the\ndate of this Agreement (i) complied, or will comply, as to form in all\nmaterial respects with the applicable requirements of the Securities Act, the\nExchange Act, and the rules and regulations thereunder and (ii) did not, or\nwill not, contain any untrue statement of a material fact or omit to state a\nmaterial fact required to be stated therein or necessary to make the\nstatements made therein, in the light of the circumstances under which they\nwere made, not misleading. The representation in clause (ii) of the preceding\nsentence shall not apply to any misstatement or omission in any Company Report\nfiled prior to the date of this Agreement which was superseded by a subsequent\nCompany Report filed prior to the date of this Agreement. No Company\nSubsidiary is required to file any report, form or other document with the\nSEC.\n \n  (b) Each of the consolidated balance sheets of Company included in or\nincorporated by reference into the Company Reports (including the related\nnotes and schedules) fairly presents the consolidated financial position of\nCompany and the Company Subsidiaries as of its date, and each of the\nconsolidated statements of income, retained earnings and cash flows of Company\nincluded in or incorporated by reference into the Company Reports (including\nany related notes and schedules) fairly presents the results of operations,\nretained earnings or cash flows, as the case may be, of Company and the\nCompany Subsidiaries for the periods set forth therein (subject, in the case\nof unaudited statements, to normal year-end audit adjustments which would not\nbe material in amount or effect), in each case in accordance with generally\naccepted accounting principles consistently applied during the periods\ninvolved, except as may be noted therein. Neither Company nor any of the\nCompany Subsidiaries has any liabilities or obligations of any nature (whether\naccrued, absolute, contingent or otherwise) that would be required to be\nreflected on, or reserved against in, a balance sheet of Company or in the\nnotes thereto, prepared in accordance with generally accepted accounting\nprinciples consistently applied, except for (i) liabilities or obligations\nthat were so reserved on, or reflected in (including the notes to), the\nconsolidated balance sheet of the Company as of December 31, 1994 or March 31,\n1995; (ii) liabilities or obligations arising in the ordinary course of\nbusiness since March 31, 1995, (iii) liabilities or obligations which would\nnot, individually or in the aggregate, have a Company Material Adverse Effect\nand (iv) payments required as a result of the Reorganization under the\nacceleration provisions of the terms existing on the date hereof of the\nCompany's employee benefit plans, which acceleration provisions are referred\nto in the Company Disclosure Letter.\n \n                                     A-11\n \n  5.9. Litigation. There are no actions, suits or proceedings pending against\nCompany or the Company Subsidiaries or, to the actual knowledge of the\nexecutive officers of Company, threatened against Company or the Company\nSubsidiaries, at law or in equity, or before or by any federal or state\ncommission, board, bureau, agency or instrumentality, that are reasonably\nlikely to have a Company Material Adverse Effect.\n \n  5.10. Absence of Certain Changes. Except as specifically contemplated by\nthis Agreement, since December 31, 1994, there has not been (i) any Company\nMaterial Adverse Effect; (ii) any declaration, setting aside or payment of any\ndividend or other distribution with respect to its capital stock (other than\nregular quarterly cash dividends not in excess of $.05 per share); or (iii)\nany material change in its accounting principles, practices or methods.\n \n  5.11. Taxes. (a) Each of the Company and the Company Subsidiaries has filed\nall material tax returns and reports required to be filed by it, or requests\nfor extensions to file such returns or reports have been timely filed and\ngranted and have not expired, and all tax returns and reports are complete and\naccurate in all respects, except to the extent that such failures to file,\nhave extensions granted that remain in effect or be complete and accurate in\nall respects, as applicable, individually or in the aggregate, would not have\na Company Material Adverse Effect. The Company and each of the Company\nSubsidiaries has paid (or the Company has paid on its behalf) all taxes shown\nas due on such tax returns and reports. The most recent financial statements\ncontained in the Company Reports reflect an adequate reserve for all taxes\npayable by the Company and the Company Subsidiaries for all taxable periods\nand portions thereof accrued through the date of such financial statements,\nand no deficiencies for any taxes have been proposed, asserted or assessed\nagainst the Company or any Company Subsidiary that are not adequately reserved\nfor, except for inadequately reserved taxes and inadequately reserved\ndeficiencies that would not, individually or in the aggregate, have a Company\nMaterial Adverse Effect. No requests for waivers of the time to assess any\ntaxes against the Company or any Company Subsidiary have been granted or are\npending, except for requests with respect to such taxes that have been\nadequately reserved for in the most recent financial statements contained in\nthe Company Reports, or, to the extent not adequately reserved, the assessment\nof which would not, individually or in the aggregate, have a Company Material\nAdverse Effect.\n \n  (b) Neither the Company nor any Company Subsidiary has taken any action or\nhas any knowledge of any fact or circumstance that is reasonably likely to\nprevent the Company Merger from qualifying as an exchange governed by Section\n351(a) or Section 351(b) of the Code.\n \n  (c) As used in this Section 5.11 and in Section 6.11, \"taxes\" shall include\nall Federal, state, local and foreign income, franchise, property, sales, use,\nexcise and other taxes, including obligations for withholding taxes from\npayments due or made to any other person and any interest, penalties or\nadditions to tax.\n \n  5.12. Employee Benefit Plans. Except as described in the Company Reports or\nas would not have a Company Material Adverse Effect, (i) all employee benefit\nplans or programs maintained for the benefit of the current or former\nemployees or directors of the Company or any Company Subsidiary that are\nsponsored, maintained or contributed to by the Company or any Company\nSubsidiary, or with respect to which the Company or any Company Subsidiary has\nany liability, including without limitation any such plan that is an \"employee\nbenefit plan\" as defined in Section 3(3) of the Employee Retirement Income\nSecurity Act of 1974 (\"ERISA\"), are in compliance with all applicable\nrequirements of law, including ERISA and the Code, and (ii) neither the\nCompany nor any Company Subsidiary has any liabilities or obligations with\nrespect to any such employee benefit plans or programs, whether accrued,\ncontingent or otherwise, nor to the knowledge of the executive officers of the\nCompany are any such liabilities or obligations expected to be incurred. The\nexecution of, and performance of the transactions contemplated in, this\nAgreement will not (either alone or upon the occurrence of any additional or\nsubsequent events) constitute an event under any benefit plan, policy,\narrangement or agreement or any trust or loan that will or may result in any\npayment (whether of severance pay or otherwise), acceleration, forgiveness of\nindebtedness, vesting, distribution, increase in benefits or obligation to\nfund benefits with respect to any employee. The only severance agreements or\nseverance policies applicable to the Company or its Subsidiaries are the\nagreements and policies specifically referred to in the Company Disclosure\nLetter.\n \n \n                                     A-12\n \n  5.13. Labor Matters. There is no labor strike, labor dispute, work slowdown,\nstoppage or lockout actually pending, or to the knowledge of the executive\nofficers of the Company, threatened against or affecting the Company or any\nCompany Subsidiary, except as would not, individually or in the aggregate,\nhave a Company Material Adverse Effect. There is no unfair labor practice or\nlabor arbitration proceeding pending or, to the knowledge of the executive\nofficers of the Company, threatened against the Company or its Subsidiaries\nrelating to their business, except for any such proceeding which would not\nhave a Company Material Adverse Effect.\n \n  5.14. No Brokers. The Company has not entered into any contract, arrangement\nor understanding with any person or firm which may result in the obligation of\nthe Company or the Purchaser to pay any finder's fees, brokerage or agent's\ncommissions or other like payments in connection with the negotiations leading\nto this Agreement or the consummation of the transactions contemplated hereby,\nexcept that the Company has retained Allen &amp; Company Incorporated as its\nfinancial advisor, the arrangements with which have been disclosed in writing\nto the Purchaser prior to the date hereof. Other than the foregoing\narrangements, the Company is not aware of any claim for payment of any\nfinder's fees, brokerage or agent's commissions or other like payments in\nconnection with the negotiations leading to this Agreement or the consummation\nof the transactions contemplated hereby.\n \n  5.15. Opinion of Financial Advisor. The Company has received the opinion of\nAllen &amp; Company Incorporated to the effect that, as of the date hereof, the\nconsideration to be received by the holders of the Company Common Stock in the\nCompany Merger is fair to such holders from a financial point of view.\n \n                                   ARTICLE 6\n \n                  REPRESENTATIONS AND WARRANTIES OF PURCHASER\n \n  Except as set forth in the disclosure letter delivered at or prior to the\nexecution hereof to the Company (the \"Purchaser Disclosure Letter\") or in the\nPurchaser Reports (as defined below), the Purchaser represents and warrants to\nthe Company as of the date of this Agreement as follows:\n \n  6.1. Existence; Good Standing; Corporate Authority. The Purchaser is a\ncorporation duly incorporated, validly existing and in good standing under the\nlaws of its jurisdiction of incorporation. The Purchaser is duly licensed or\nqualified to do business as a foreign corporation and is in good standing\nunder the laws of any other state of the United States in which the character\nof the properties owned or leased by it or in which the transaction of its\nbusiness makes such qualification necessary, except where the failure to be so\nqualified or to be in good standing would not have a material adverse effect\non the business, results of operations or financial condition of the Purchaser\nand its Subsidiaries taken as a whole (a \"Purchaser Material Adverse Effect\").\nThe Purchaser has all requisite corporate power and authority to own, operate\nand lease its properties and carry on its business as now conducted. Each of\nthe Purchaser's Significant Subsidiaries is a corporation or partnership duly\norganized, validly existing and in good standing under the laws of its\njurisdiction of incorporation or organization, has the corporate or\npartnership power and authority to own its properties and to carry on its\nbusiness as it is now being conducted, and is duly qualified to do business\nand is in good standing in each jurisdiction in which the ownership of its\nproperty or the conduct of its business requires such qualification, except\nfor jurisdictions in which such failure to be so qualified or to be in good\nstanding would not have a Purchaser Material Adverse Effect. The copies of the\nPurchaser's Certificate of Incorporation and Bylaws previously made available\nto the Company are true and correct.\n \n  6.2. Authorization, Validity and Effect of Agreements. The Purchaser has the\nrequisite corporate power and authority to execute and deliver this Agreement\nand all agreements and documents contemplated hereby. Subject only to the\napproval of this Agreement and the transactions contemplated hereby by the\nholders of a majority of the outstanding shares of Purchaser Common Stock, the\nconsummation by the Purchaser of the transactions contemplated hereby has been\nduly authorized by all requisite corporate action. This Agreement constitutes,\nand all agreements and documents contemplated hereby (when executed and\ndelivered pursuant\n \n                                     A-13\n \nhereto for value received) will constitute, the valid and legally binding\nobligations of the Purchaser, enforceable in accordance with their respective\nterms, subject to applicable bankruptcy, insolvency, moratorium or other\nsimilar laws relating to creditors' rights and general principles of equity.\n \n  6.3. Capitalization. The authorized capital stock of the Purchaser consists\nof 1,200,000,000 shares of Purchaser Common Stock, and 100,000,000 shares of\npreferred stock, $.10 par value (the \"Purchaser Preferred Stock\"). As of July\n15, 1995, there were 522,526,566 shares of Purchaser Common Stock and no\nshares of Purchaser Preferred Stock, issued and outstanding, plus 50,986,941\nshares of Purchaser Common Stock held in the Purchaser's treasury. Since such\ndate, no additional shares of capital stock of the Purchaser have been issued\nexcept pursuant to the Purchaser's stock option and employee stock purchase\nplans, pension plans and other similar employee benefit plans (the \"Purchaser\nStock Plans\"). The Purchaser has no outstanding bonds, debentures, notes or\nother obligations the holders of which have the right to vote (or which are\nconvertible into or exercisable for securities having the right to vote) with\nthe stockholders of the Purchaser on any matter (other than the preferred\nstock purchase rights of the Purchaser (the \"Purchaser Rights\") issued\npursuant to the Rights Agreement, dated as of June 21, 1989, between the\nPurchaser and Bank of America (the \"Purchaser Rights Agreement\")). All such\nissued and outstanding shares of Purchaser Common Stock are duly authorized,\nvalidly issued, fully paid, nonassessable and free of preemptive rights.\nExcept as contemplated by this Agreement, there are not at the date of this\nAgreement any existing options, warrants, calls, subscriptions, convertible\nsecurities, or other rights, agreements or commitments which obligate the\nPurchaser or any of its Subsidiaries to issue, transfer or sell any shares of\ncapital stock of the Purchaser or any of its Subsidiaries (other than under\nthe Purchaser Stock Plans and other than the Rights).\n \n  6.4. Subsidiaries. The Purchaser owns directly or indirectly each of the\noutstanding shares of capital stock of each of the Purchaser's Significant\nSubsidiaries (or other ownership interests having by their terms ordinary\nvoting power to elect a majority of directors or others performing similar\nfunctions with respect to such Purchaser Significant Subsidiary). Each of the\noutstanding shares of capital stock of each of the Purchaser's Significant\nSubsidiaries is duly authorized, validly issued, fully paid and nonassessable,\nand is owned, directly or indirectly, by the Purchaser. Each of the\noutstanding shares of capital stock of each Significant Subsidiary of the\nPurchaser is owned, directly or indirectly, by the Purchaser free and clear of\nall liens, pledges, security interests, claims or other encumbrances other\nthan liens imposed by local law which are not material. The following\ninformation for each Significant Subsidiary of the Purchaser has been\npreviously made available to the Company, if requested and if applicable: (i)\nits name and jurisdiction of incorporation or organization; (ii) its\nauthorized capital stock or share capital; and (iii) the number of issued and\noutstanding shares of capital stock or share capital.\n \n  6.5. Other Interests. Except for interests in the Purchaser Subsidiaries,\nneither the Purchaser nor any Purchaser Significant Subsidiary owns directly\nor indirectly any interest or investment (whether equity or debt) in any\ncorporation, partnership, joint venture, business, trust or entity (other than\n(i) passive investments in securities in the ordinary course of business and\ncorporate partnering, development, cooperative marketing and similar\nundertakings and arrangements entered into in the ordinary course of business\nand (ii) other investments of less than $100,000,000).\n \n  6.6. No Conflict; Required Filings and Consents. (a) The execution and\ndelivery of this Agreement by the Purchaser does not, and the consummation by\nthe Purchaser of the transactions contemplated hereby will not, (i) conflict\nwith or violate the certificate of incorporation or by-laws or equivalent\norganizational documents of (x) the Purchaser or (y) any Significant\nSubsidiary, (ii) subject to making the filings and obtaining the approvals\nidentified in Section 6.6(b) hereof, conflict with or violate any law, rule,\nregulation, order, judgment or decree applicable to the Purchaser or any\nPurchaser Subsidiary or by which any property or asset of the Purchaser or any\nPurchaser Subsidiary is bound or affected, or (iii) subject to making the\nfilings and obtaining the approvals identified in Section 6.6(b) hereof,\nresult in any breach of or constitute a default (or an event which with notice\nor lapse of time or both would become a default) under, result in the loss of\na material benefit under,\n \n                                     A-14\n \nor give to others any right of termination, amendment, acceleration, increased\npayments or cancellation of, or result in the creation of a lien or other\nencumbrance on any property or asset of the Purchaser or any Purchaser\nSubsidiary pursuant to, any note, bond, mortgage, indenture, contract,\nagreement, lease, license, permit, franchise or other instrument or obligation\nto which the Purchaser or any Purchaser Subsidiary is a party or by which the\nPurchaser or any Purchaser Subsidiary or any property or asset of the\nPurchaser or any Purchaser Subsidiary is bound or affected, except, in the\ncase of clauses (i)(y), (ii) and (iii), for any such conflicts, violations,\nbreaches, defaults or other occurrences which would not prevent or delay\nconsummation of any of the transactions contemplated hereby in any material\nrespect, or otherwise prevent the Purchaser from performing its obligations\nunder this Agreement in any material respect, and would not, individually or\nin the aggregate, have a Purchaser Material Adverse Effect.\n \n  (b) The execution and delivery of this Agreement by the Purchaser does not,\nand the performance of this Agreement and the consummation of the transactions\ncontemplated hereby will not, require any consent, approval, authorization or\npermit of, or filing with or notification to, any Governmental Entity, except\n(i) for (A) applicable requirements, if any, of the Exchange Act, the\nSecurities Act, Blue Sky Laws and state takeover laws, (B) the pre-merger\nnotification requirements of the HSR Act, (C) applicable approvals of the FCC\npursuant to the Communications Act, (D) filing and recordation of appropriate\nmerger and similar documents as required by New York law and Delaware law and\n(E) applicable requirements, if any, of the Code and state, local and foreign\ntax laws, and (ii) where failure to obtain such consents, approvals,\nauthorizations or permits, or to make such filings or notifications, would not\nprevent or delay consummation of any of the transactions contemplated hereby\nin any material respect, or otherwise prevent the Purchaser or Merger Sub from\nperforming its obligations under this Agreement in any material respect, and\nwould not, individually or in the aggregate, have a Purchaser Material Adverse\nEffect.\n \n  6.7. Compliance. Neither the Purchaser nor any Purchaser Subsidiary is in\nconflict with, or in default or violation of, (i) any law, rule, regulation,\norder, judgment or decree applicable to the Purchaser or any Purchaser\nSubsidiary or by which any property or asset of the Purchaser or any Purchaser\nSubsidiary is bound or affected, or (ii) any note, bond, mortgage, indenture,\ncontract, agreement, lease, license, permit, franchise or other instrument or\nobligation to which the Purchaser or any Purchaser Subsidiary is a party or by\nwhich the Purchaser or any Purchaser Subsidiary or any property or asset of\nthe Purchaser or any Purchaser Subsidiary is bound or affected, in each case\nexcept for any such conflicts, defaults or violations that would not,\nindividually or in the aggregate, have a Purchaser Material Adverse Effect.\nThe Purchaser and its Subsidiaries have obtained all licenses, permits and\nother authorizations and have taken all actions required by applicable law or\ngovernmental regulations in connection with their business as now conducted,\nwhere the failure to obtain any such item or to take any such action would\nhave, individually or in the aggregate, a Purchaser Material Adverse Effect.\nThe Purchaser and the Purchaser's Subsidiaries that are FCC licensees are\nfinancially qualified, and to the best of the Purchaser's knowledge, are\notherwise qualified to be FCC licensees. The Purchaser is not aware of any\nfacts or circumstances that might prevent or delay any necessary FCC approval\nof the transactions contemplated hereby.\n \n  6.8. SEC Documents. (a) The Purchaser has filed all forms, reports and\ndocuments required to be filed by it with the SEC since September 30, 1992\n(collectively, the \"Purchaser Reports\"). As of their respective dates, the\nPurchaser Reports, and any such reports, forms and other documents filed by\nthe Purchaser with the SEC after the date of this Agreement (i) complied, or\nwill comply, as to form in all material respects with the applicable\nrequirements of the Securities Act, the Exchange Act, and the rules and\nregulations thereunder and (ii) did not, or will not, contain any untrue\nstatement of a material fact or omit to state a material fact required to be\nstated therein or necessary to make the statements made therein, in the light\nof the circumstances under which they were made, not misleading. The\nrepresentation in clause (ii) of the preceding sentence shall not apply to any\nmisstatement or omission in any Purchaser Report filed prior to the date of\nthis Agreement which was superseded by a subsequent Purchaser Report filed\nprior to the date of this Agreement. No Purchaser Subsidiary is required to\nfile any report, form or other document with the SEC.\n \n  (b) Each of the consolidated balance sheets included in or incorporated by\nreference into the Purchaser Reports (including the related notes and\nschedules) fairly presents the consolidated financial position of the\n \n                                     A-15\n \nPurchaser and the Purchaser Subsidiaries as of its date, and each of the\nconsolidated statements of income, retained earnings and cash flows included\nin or incorporated by reference into the Purchaser Reports (including any\nrelated notes and schedules) fairly presents the results of operations,\nretained earnings or cash flows, as the case may be, of the Purchaser and the\nPurchaser Subsidiaries for the periods set forth therein (subject, in the case\nof unaudited statements, to normal year-end audit adjustments which would not\nbe material in amount or effect), in each case in accordance with generally\naccepted accounting principles consistently applied during the periods\ninvolved, except as may be noted therein. Neither the Purchaser nor any of the\nPurchaser Subsidiaries has any liabilities or obligations of any nature\n(whether accrued, absolute, contingent or otherwise) that would be required to\nbe reflected on, or reserved against in, a balance sheet of the Purchaser or\nin the notes thereto, prepared in accordance with generally accepted\naccounting principles consistently applied, except for (i) liabilities and\nobligations that were reserved on or reflected in (including the notes to),\nthe consolidated balance sheet of the Purchaser as of September 30, 1994 or\nMarch 31, 1995, (ii) liabilities arising in the ordinary course of business\nsince March 31, 1995, (iii) liabilities or obligations which would not,\nindividually or in the aggregate, have a Purchaser Material Adverse Effect and\n(iv) payments required as a result of the Reorganization under the\nacceleration provisions of the terms of the Purchaser's employee benefit\nplans.\n \n  6.9. Litigation. There are no actions, suits or proceedings pending against\nthe Purchaser or the Purchaser Subsidiaries or, to the actual knowledge of the\nexecutive officers of the Purchaser, threatened against the Purchaser or the\nPurchaser Subsidiaries, at law or in equity, or before or by any federal or\nstate commission, board, bureau, agency or instrumentality, that are\nreasonably likely to have a Purchaser Material Adverse Effect.\n \n  6.10. Absence of Certain Changes. Except as specifically contemplated by\nthis Agreement, since December 31, 1994, there has not been (i) any Purchaser\nMaterial Adverse Effect; (ii) any declaration, setting aside or payment of any\ndividend or other distribution with respect to its capital stock (other than\nregular quarterly cash dividends including any increase thereof consistent\nwith past practice); or (iii) any material change in its accounting\nprinciples, practices or methods.\n \n  6.11. Taxes. (a) Each of the Purchaser and the Purchaser Subsidiaries has\nfiled all material tax returns and reports required to be filed by it, or\nrequests for extensions to file such returns or reports have been timely filed\nand granted and have not expired, and all tax returns and reports are complete\nand accurate in all respects, except to the extent that such failures to file,\nhave extensions granted that remain in effect or be complete and accurate in\nall respects, as applicable, individually or in the aggregate, would not have\na Purchaser Material Adverse Effect. The Purchaser and each of the Purchaser\nSubsidiaries has paid (or the Purchaser has paid on its behalf) all taxes\nshown as due on such tax returns and reports. The most recent financial\nstatements contained in the Purchaser Reports reflect an adequate reserve for\nall taxes payable by the Purchaser and the Purchaser Subsidiaries for all\ntaxable periods and portions thereof accrued through the date of such\nfinancial statements, and no deficiencies for any taxes have been proposed,\nasserted or assessed against the Purchaser or any Purchaser Subsidiary that\nare not adequately reserved for, except for inadequately reserved taxes and\ninadequately reserved deficiencies that would not, individually or in the\naggregate, have a Purchaser Material Adverse Effect. No requests for waivers\nof the time to assess any taxes against the Purchaser or any Purchaser\nSubsidiary have been granted or are pending, except for requests with respect\nto such taxes that have been adequately reserved for in the most recent\nfinancial statements contained in the Purchaser Reports, or, to the extent not\nadequately reserved, the assessment of which would not, individually or in the\naggregate, have a Purchaser Material Adverse Effect.\n \n  (b) Neither the Purchaser nor any Purchaser Subsidiary has taken any action\nor has any knowledge of any fact or circumstance that is reasonably likely to\nprevent the Purchaser Merger from qualifying as at least one of (i) a\nreorganization described in Section 368(a) of the Code or (ii) an exchange\ngoverned by Section 351 of the Code.\n \n  6.12. Employee Benefit Plans. Except as described in the Purchaser Reports\nor as would not have a Purchaser Material Adverse Effect, (i) all employee\nbenefit plans or programs maintained for the benefit of the current or former\nemployees or directors of Purchaser or any Purchaser Subsidiary that are\nsponsored, maintained or contributed to by Purchaser or any Purchaser\nSubsidiary, or with respect to which Purchaser or any Purchaser\n \n                                     A-16\n \nSubsidiary has any liability, including without limitation any such plan that\nis an \"employee benefit plan\" as defined in Section 3(3) of ERISA, are in\ncompliance with all applicable requirements of law, including ERISA and the\nCode, and (ii) neither Purchaser nor any Purchaser Subsidiary has any\nliabilities or obligations with respect to any such employee benefit plans or\nprograms, whether accrued, contingent or otherwise, nor to the knowledge of\nthe executive officers of Purchaser are any such liabilities or obligations\nexpected to be incurred. Except as disclosed in the Purchaser Reports or\npursuant to the Disney Salaried Savings and Investment Plan, the execution of,\nand performance of the transactions contemplated in, this Agreement will not\n(either alone or upon the occurrence of any additional or subsequent events)\nconstitute an event under any benefit plan, policy, arrangement or agreement\nor any trust or loan that will or may result in any payment (whether of\nseverance pay or otherwise), acceleration, forgiveness of indebtedness,\nvesting, distribution, increase in benefits or obligation to fund benefits\nwith respect to any employee.\n \n  6.13. Labor Matters. There is no labor strike, labor dispute, work slowdown,\nstoppage or lockout actually pending, or to the knowledge of the executive\nofficers of the Purchaser, threatened against or affecting the Purchaser or\nany Purchaser Subsidiary, except as would not, individually or in the\naggregate, have a Purchaser Material Adverse Effect. There is no unfair labor\npractice or labor arbitration proceeding pending or, to the knowledge of the\nexecutive offices of the Purchaser, threatened against the Purchaser or its\nSubsidiaries relating to their business, except for any such proceeding which\nwould not have a Purchaser Material Adverse Effect.\n \n  6.14. Opinion of Financial Advisor. The Purchaser has received the opinion\nof Bear, Stearns &amp; Co. Inc. to the effect that, as of the date hereof, the\nReorganization is fair to the holders of Purchaser Common Stock from a\nfinancial point of view.\n \n  6.15. No Brokers. The Purchaser has not entered into any contract,\narrangement or understanding with any person or firm which may result in the\nobligation of the Company or the Purchaser to pay any finder's fee, brokerage\nor agent's commissions or other like payments in connection with the\nnegotiations leading to this Agreement or the consummation of the transactions\ncontemplated hereby except that the Purchaser has retained Bear, Stearns &amp; Co.\nInc. and James D. Wolfensohn Incorporated as its financial advisors, the\narrangements with which have been disclosed in writing to the Company prior to\nthe date hereof. Other than the foregoing arrangements, the Company is not\naware of any claim for payment of any finder's fees, brokerage or agent's\ncommissions or other like payments in connection with the negotiations leading\nto this Agreement or the consummation of the transactions contemplated hereby.\n \n                                   ARTICLE 7\n \n                                   COVENANTS\n \n  7.1. Alternative Proposals. Prior to the Effective Time, the Company agrees\n(a) that neither it nor any of its Subsidiaries shall, nor shall it or any of\nits Subsidiaries permit their respective officers, directors, employees,\nagents and representatives (including, without limitation, any investment\nbanker, attorney or accountant retained by it or any of its Subsidiaries) to,\ninitiate, solicit or encourage, directly or indirectly, any inquiries or the\nmaking or implementation of any proposal or offer (including, without\nlimitation, any proposal or offer to its stockholders) with respect to a\nmerger, acquisition, consolidation or similar transaction involving, and\npurchase of (i) all or any significant portion of the assets of the Company\nand its Subsidiaries taken as a whole, or of any Subsidiary of the Company\nwhich owns or operates any Station, (ii) 25% or more of the outstanding shares\nof Company Common Stock or (iii) 25% of the outstanding shares of the capital\nstock of any Subsidiary of the Company which owns or operates any Station (any\nsuch proposal or offer being hereinafter referred to as an \"Alternative\nProposal\") or engage in any negotiations concerning, or provide any\nconfidential information or data to, or have any discussions with, any person\nrelating to an Alternative Proposal (excluding the Mergers contemplated by\nthis Agreement), or otherwise facilitate any effort or attempt to make or\nimplement an Alternative Proposal; and (b) that it will notify the Purchaser\nimmediately if any such inquiries or proposals are received by, any such\ninformation is requested from, or any such negotiations or discussions are\nsought to be\n \n                                     A-17\n \ninitiated or continued with, it; provided, however, that nothing contained in\nthis Section 7.1 shall prohibit the Board of Directors of the Company from (i)\nfurnishing information to or entering into discussions or negotiations with,\nany person or entity that makes an unsolicited bona fide Alternative Proposal,\nif, and only to the extent that, (A) the Board of Directors of the Company,\nbased upon the advice of outside counsel, determines in good faith that such\naction is required for the Board of Directors to comply with its fiduciary\nduties to stockholders imposed by law, (B) prior to furnishing such\ninformation to, or entering into discussions or negotiations with, such person\nor entity, the Company provides written notice to the Purchaser to the effect\nthat it is furnishing information to, or entering into discussions or\nnegotiations with, such person or entity, and (C) the Company keeps the\nPurchaser informed of the status and all material information with respect to\nany such discussions or negotiations; and (ii) to the extent applicable,\ncomplying with Rule 14e-2 promulgated under the Exchange Act with regard to an\nAlternative Proposal. Nothing in this Section 7.1 shall (x) permit the Company\nto terminate this Agreement (except as specifically provided in Article 9\nhereof), (y) permit the Company to enter into any agreement with respect to an\nAlternative Proposal for as long as this Agreement remains in effect (it being\nagreed that for as long as this Agreement remains in effect, the Company shall\nnot enter into any agreement with any person that provides for, or in any way\nfacilitates, an Alternative Proposal (other than a confidentiality agreement\nin customary form)), or (z) affect any other obligation of the Company under\nthis Agreement. Nothing contained in this Section 7.1 or any other provision\nof this Agreement shall prohibit the Company or any of its Subsidiaries from\nengaging in any discussions or providing any information or data, or entering\ninto any agreement with any person to the extent the Company or any of its\nSubsidiaries is obligated to do so pursuant to the terms of any agreement\nrelating to a Station as in effect on the date hereof; provided that nothing\nin this sentence shall be deemed to limit the Company's representation set\nforth in Section 5.6.\n \n  7.2. Interim Operations. (a) Prior to the Effective Time, except as set\nforth in the Company Disclosure Letter or as contemplated by any other\nprovision of this Agreement, unless the Purchaser has consented in writing\nthereto, the Company:\n \n    (i) Shall, and shall cause each of its Significant Subsidiaries to,\n  conduct its operations according to their usual, regular and ordinary\n  course in substantially the same manner as heretofore conducted;\n \n    (ii) Shall use its reasonable efforts, and shall cause each of its\n  Significant Subsidiaries to use its reasonable efforts, to preserve intact\n  their business organizations and goodwill, keep available the services of\n  their respective officers and employees and maintain satisfactory\n  relationships with those persons having business relationships with them;\n \n    (iii) Shall not amend its Certificate of Incorporation or Bylaws or\n  comparable governing instruments (other than Bylaw amendments which are not\n  material to the Company or to the consummation of the transactions\n  contemplated by this Agreement);\n \n    (iv) Shall promptly notify the Purchaser of any breach of any\n  representation or warranty contained herein or any Company Material Adverse\n  Effect;\n \n    (v) Shall promptly deliver to the Purchaser true and correct copies of\n  any report, statement or schedule filed with the SEC subsequent to the date\n  of this Agreement;\n \n    (vi) Shall not (x) except pursuant to the exercise of options, warrants,\n  conversion rights and other contractual rights existing on the date hereof\n  and disclosed pursuant to this Agreement, issue any shares of its capital\n  stock, effect any stock split or otherwise change its capitalization as it\n  existed on the date hereof, (y) grant, confer or award any option, warrant,\n  conversion right or other right not existing on the date hereof to acquire\n  any shares of its capital stock (other than an aggregate of 75,000 options\n  to acquire Company Common Stock pursuant to the terms existing on the date\n  hereof of the Company's stock option plan) or grant, confer or award any\n  bonuses or other forms of cash incentives to any officer, director or key\n  employee except consistent with past practice or grant or confer any awards\n  (other than those granted as of the date hereof) under the Incentive\n  Compensation Plan of the Company (as amended through December 9, 1993), (z)\n  increase any compensation under any employment agreement with any of its\n  present or future officers, directors or employees, except for normal\n  increases consistent with past practice, grant any severance or termination\n  pay to, or enter into any employment or severance agreement with any\n  officer or director or\n \n                                     A-18\n \n  amend any such agreement in any material respect other than severance\n  arrangements which are consistent with past practice with respect to\n  employees terminated by the Company, or (aa) adopt any new employee benefit\n  plan (including any stock option, stock benefit or stock purchase plan) or\n  amend any existing employee benefit plan in any material respect;\n \n    (vii) Shall not (i) declare, set aside or pay any dividend or make any\n  other distribution or payment with respect to any shares of its capital\n  stock or other ownership interests (other than regular quarterly cash\n  dividends not in excess of $.05 per share) or (ii) directly or indirectly\n  redeem, purchase or otherwise acquire any shares of its capital stock or\n  capital stock of any of its Subsidiaries, or make any commitment for any\n  such action;\n \n    (viii) Shall not, and shall not permit any of its Subsidiaries to, sell,\n  lease or otherwise dispose of any of its assets (including capital stock of\n  Subsidiaries) except in the ordinary course of business, or to acquire any\n  business or assets, in each case for an amount exceeding $100,000,000;\n \n    (ix) Shall not incur any material amount of indebtedness for borrowed\n  money or make any loans, advances or capital contributions to, or\n  investments (other than non-controlling investments in the ordinary course\n  of business) in, any other person other than a wholly owned Company\n  Subsidiary, or issue or sell any debt securities, other than borrowings\n  under existing lines of credit in the ordinary course of business, in each\n  case in an amount exceeding $100,000,000;\n \n    (x) Shall not, except as previously approved by the Board of Directors of\n  the Company and identified to the Purchaser prior to the date hereof, or\n  except in the ordinary course of business, authorize or make capital\n  expenditures in excess of $200,000,000 in the aggregate;\n \n    (xi) Shall not mortgage or otherwise encumber or subject to any lien any\n  properties or assets except as would not be reasonably likely to have a\n  Company Material Adverse Effect;\n \n    (xii) Shall not make any change to its accounting (including tax\n  accounting) methods, principles or practices, except as may be required by\n  generally accepted accounting principles and except, in the case of tax\n  accounting methods, principles or practices, in the ordinary course of\n  business of the Company or any of its Subsidiaries; and\n \n    (xiii) shall not, nor shall it permit any of its Subsidiaries to, enter\n  into any program production or distribution arrangements, including without\n  limitation joint venture arrangements, with a term in excess of one year\n  without consulting with the Purchaser prior thereto.\n \n  (b) Prior to the Effective Time, except as set forth in the Purchaser\nDisclosure Letter or as contemplated by this Agreement, unless the Company has\nconsented in writing thereto, the Purchaser:\n \n    (i) shall not issue any shares of its capital stock at less than fair\n  market value (other than pursuant to any Purchaser Stock Plans) or effect\n  any stock split of its capital stock;\n \n    (ii) shall not amend its Certificate of Incorporation (provided that the\n  Purchaser may issue up to $100,000,000 of its preferred stock);\n \n    (iii) shall promptly notify the Company of any breach of any\n  representation or warranty contained herein or any Purchaser Material\n  Adverse Effect;\n \n    (iv) shall promptly deliver to the Company true and correct copies of any\n  report, statement or schedule filed with the SEC subsequent to the date of\n  this Agreement; and\n \n    (v) shall not declare, set aside or pay any dividend or make any other\n  distribution or payment with respect to any shares of its capital stock or\n  other ownership interests (other than regular quarterly cash dividends\n  including any increases thereof consistent with past practice).\n \n  7.3. Meetings of Stockholders. Each of the Purchaser and the Company will\ntake all action necessary in accordance with applicable law and its\nCertificate of Incorporation and Bylaws to convene a meeting of its\nstockholders as promptly as practicable to consider and vote upon (i) in the\ncase of the Purchaser, the approval\n \n                                     A-19\n \nof this Agreement, the Purchaser Merger Agreement and the Purchaser Merger and\n(ii) in the case of the Company, the approval of this Agreement and the\nCompany Merger Agreement and the Company Merger. The Board of Directors of\neach of the Purchaser and the Company shall recommend such approval and the\nPurchaser and the Company shall each take all lawful action to solicit such\napproval, including, without limitation, timely mailing the Proxy\nStatement\/Prospectus (as defined in Section 7.7); provided, however, that such\nrecommendation or solicitation is subject to any action (including any\nwithdrawal or change of its recommendation) taken by, or upon authority of,\nthe Board of Directors of the Purchaser or the Company, as the case may be, in\nthe exercise of its good faith judgment based upon the advice of outside\ncounsel as to its fiduciary duties to its stockholder imposed by law.\n \n  7.4. Filings, Other Action. Subject to the terms and conditions herein\nprovided, the Company and the Purchaser shall: (a) promptly make their\nrespective filings and thereafter make any other required submissions under\nthe HSR Act and the Communications Act; (b) use all reasonable efforts to\ncooperate with one another in (i) determining which filings are required to be\nmade prior to the Effective Time with, and which consents, approvals, permits\nor authorizations are required to be obtained prior to the Effective Time\nfrom, governmental or regulatory authorities of the United States, the several\nstates and foreign jurisdictions in connection with the execution and delivery\nof this Agreement and the consummation of the transactions contemplated hereby\nand (ii) timely making all such filings and timely seeking all such consents,\napprovals, permits or authorizations; and (c) use all reasonable efforts to\ntake, or cause to be taken, all other action and do, or cause to be done, all\nother things necessary, proper or appropriate to consummate and make effective\nthe transactions contemplated by this Agreement. The parties hereto recognize\nand acknowledge that under applicable rules and regulations of the FCC,\ncertain assets currently held by, or attributable to, the Purchaser, the\nCompany or their officers or directors cannot be held by, or be attributable\nto, Holding Company or its officers and directors after the Effective Time,\nunless appropriate waivers of such rules and regulations are obtained. In no\nevent shall the obtaining of permanent waivers with respect to assets of the\nPurchaser or its officers or directors be a condition to consummation of the\nMergers. In no event shall a permanent waiver be sought without also seeking\nin the alternative to obtain a temporary waiver to allow the consummation of\nthe Mergers including the divestiture of assets or other action required in\norder to obtain such waiver. If necessary in order to obtain the FCC's\napproval of the transactions contemplated hereby the Purchaser and the Company\nwill divest any or all of such assets and take such other actions prior to\nconsummation of the transactions contemplated hereby. If, at any time after\nthe Effective Time, any further action is necessary or desirable to carry out\nthe purpose of this Agreement, the proper officers and directors of the\nPurchaser and the Company shall take all such necessary action.\n \n  7.5. Inspection of Records. From the date hereof to the Effective Time, each\nof the Company and the Purchaser shall, subject to any applicable rules and\nregulations of the FCC, (i) allow all designated officers, attorneys,\naccountants and other representatives of the other reasonable access at all\nreasonable times to the offices, records and files, correspondence, audits and\nproperties, as well as to all information relating to commitments, contracts,\ntitles and financial position, or otherwise pertaining to the business and\naffairs, of the Company and the Purchaser and their respective Subsidiaries,\nas the case may be, (ii) furnish to the other, the other's counsel, financial\nadvisors, auditors and other authorized representatives such financial and\noperating data and other information as such persons may reasonably request\nand (iii) instruct the employees, counsel and financial advisors of the\nCompany or the Purchaser, as the case may be, to cooperate with the other in\nthe other's investigation of the business of it and its Subsidiaries.\n \n  7.6. Publicity. The initial press release relating to this Agreement shall\nbe a joint press release and thereafter the Company and the Purchaser shall,\nsubject to their respective legal obligations (including requirements of stock\nexchanges and other similar regulatory bodies), consult with each other, and\nuse reasonable efforts to agree upon the text of any press release, before\nissuing any such press release or otherwise making public statements with\nrespect to the transactions contemplated hereby and in making any filings with\nany federal or state governmental or regulatory agency or with any national\nsecurities exchange with respect thereto.\n \n  7.7. Registration Statement. The Purchaser and the Company shall cooperate\nand promptly prepare and the Purchaser shall file with the SEC as soon as\npracticable a Registration Statement on Form S-4 (the \"Form\n \n                                     A-20\n \nS-4\") under the Securities Act, with respect to the Holding Company Common\nStock issuable in the Mergers, a portion of which Registration Statement shall\nalso serve as the joint proxy statement with respect to the meetings of the\nstockholders of the Company and of the Purchaser in connection with the\nMergers (the \"Proxy Statement\/Prospectus\"). The respective parties will cause\nthe Proxy Statement\/Prospectus and the Form S-4 to comply as to form in all\nmaterial respects with the applicable provisions of the Securities Act, the\nExchange Act and the rules and regulations thereunder. The Purchaser shall use\nall reasonable efforts, and the Company will cooperate with the Purchaser, to\nhave the Form S-4 declared effective by the SEC as promptly as practicable and\nto keep the Form S-4 effective as long as is necessary to consummate the\nMergers. The Purchaser shall, as promptly as practicable, provide copies of\nany written comments received from the SEC with respect to the Form S-4 to the\nCompany and advise the Company of any verbal comments with respect to the Form\nS-4 received from the SEC. The Purchaser shall use its best efforts to obtain,\nprior to the effective date of the Form S-4, all necessary state securities\nlaw or \"Blue Sky\" permits or approvals required to carry out the transactions\ncontemplated by this Agreement and will pay all expenses incident thereto. The\nPurchaser agrees that the Proxy Statement\/Prospectus and each amendment or\nsupplement thereto at the time of mailing thereof and at the time of the\nrespective meetings of stockholders of the Company and the Purchaser, or, in\nthe case of the Form S-4 and each amendment or supplement thereto, at the time\nit is filed or becomes effective, will not include an untrue statement of a\nmaterial fact or omit to state a material fact required to be stated therein\nor necessary to make the statements therein, in light of the circumstances\nunder which they were made, not misleading; provided, however, that the\nforegoing shall not apply to the extent that any such untrue statement of a\nmaterial fact or omission to state a material fact was made by the Purchaser\nin reliance upon and in conformity with written information concerning the\nCompany furnished to the Purchaser by the Company specifically for use in the\nProxy Statement\/Prospectus. The Company agrees that the written information\nconcerning the Company provided by it for inclusion in the Proxy\nStatement\/Prospectus and each amendment or supplement thereto, at the time of\nmailing thereof and at the time of the respective meetings of stockholders of\nthe Company and the Purchaser, or, in the case of written information\nconcerning the Company provided by the Company for inclusion in the Form S-4\nor any amendment or supplement thereto, at the time it is filed or becomes\neffective, will not include an untrue statement of a material fact or omit to\nstate a material fact required to be stated therein or necessary to make the\nstatements therein, in light of the circumstances under which they were made,\nnot misleading. No amendment or supplement to the Proxy Statement\/Prospectus\nwill be made by the Purchaser or the Company without the approval of the other\nparty. The Purchaser will advise the Company, promptly after it receives\nnotice thereof, of the time when the Form S-4 has become effective or any\nsupplement or amendment has been filed, the issuance of any stop order, the\nsuspension of the qualification of the Purchaser Common Stock issuable in\nconnection with the Mergers for offering or sale in any jurisdiction, or any\nrequest by the SEC for amendment of the Proxy Statement\/Prospectus or the Form\nS-4 or comments thereon and responses thereto or requests by the SEC for\nadditional information.\n \n  7.8. Listing Application. The Purchaser shall promptly cause Holding Company\nto prepare and submit to the NYSE and the Pacific Exchanges listing\napplications covering the shares of Holding Company Common Stock issuable in\nthe Mergers, and shall use reasonable efforts to obtain, prior to the\nEffective Time, approval for the listing of such Holding Company Common Stock,\nsubject to official notice of issuance.\n \n  7.9. Further Action. Each party hereto shall, subject to the fulfillment at\nor before the Effective Time of each of the conditions of performance set\nforth herein or the waiver thereof, perform such further acts and execute such\ndocuments as may be reasonably required to effect the Mergers.\n \n  7.10. Affiliate Letters. At least 30 days prior to the Closing Date, the\nCompany shall deliver to the Purchaser a list of names and addresses of those\npersons who were, in the Company's reasonable judgment, at the record date for\nits stockholders' meeting to approve the Mergers, \"affiliates\" (each such\nperson, an \"Affiliate\") of the Company within the meaning of Rule 145 of the\nrules and regulations promulgated under the Securities Act. The Company shall\nuse all reasonable efforts to deliver or cause to be delivered to the\nPurchaser, prior to the Closing Date, from each of the Affiliates of the\nCompany identified in the foregoing list, an Affiliate Letter in the form\nattached hereto as Exhibit A. Holding Company shall be entitled to place\nlegends as specified\n \n                                     A-21\n \nin such Affiliate Letters on the certificates evidencing any Holding Company\nCommon Stock to be received by such Affiliates pursuant to the terms of this\nAgreement, and to issue appropriate stop transfer instructions to the transfer\nagent for the Holding Company Common Stock, consistent with the terms of such\nAffiliate Letters.\n \n  7.11. Expenses. Whether or not the Mergers are consummated, all costs and\nexpenses incurred in connection with this Agreement and the transactions\ncontemplated hereby shall be paid by the party incurring such expenses except\nas expressly provided herein and except that (a) the filing fee in connection\nwith the HSR Act filing, (b) the filing fee in connection with the filing of\nthe Form S-4 or Proxy Statement\/Prospectus with the SEC (c) the filing fees in\nconnection with necessary applications to the FCC and (d) the expenses\nincurred in connection with printing and mailing the Form S-4 and the Proxy\nStatement\/Prospectus, shall be shared equally by the Company and the\nPurchaser.\n \n  7.12. Insurance; Indemnity. (a) From and after the Effective Time, Holding\nCompany shall indemnify, defend and hold harmless to the fullest extent that\nthe Company would have been permitted under applicable law each person who is\nnow, or has been at any time prior to the date hereof, an officer or director\nof the Company (individually, an \"Indemnified Party\" and collectively, the\n\"Indemnified Parties\"), against all losses, claims, damages, liabilities,\ncosts or expenses (including attorneys' fees), judgments, fines, penalties and\namounts paid in settlement in connection with any claim, action, suit,\nproceeding or investigation arising out of or pertaining to acts or omissions,\nor alleged acts or omissions, by them in their capacities as such occurring at\nor prior to the Effective Time. In the event of any such claim, action, suit,\nproceeding or investigation (an \"Action\"), (i) any Indemnified Party wishing\nto claim indemnification shall promptly notify Holding Company thereof, (ii)\nHolding Company shall pay the reasonable fees and expenses of counsel selected\nby the Indemnified Party, which counsel shall be reasonably acceptable to\nHolding Company, in advance of the final disposition of any such Action to the\nfull extent permitted by applicable law, upon receipt of any undertaking\nrequired by applicable law, and (iii) the Holding Company will cooperate in\nthe defense of any such matter; provided, however, that Holding Company shall\nnot be liable for any settlement effected without its written consent and\nprovided, further, that Holding Company shall not be obligated pursuant to\nthis Section to pay the fees and disbursements of more than one counsel for\nall Indemnified Parties in any single Action except to the extent that, in the\nopinion of counsel for the Indemnified Parties, two or more of such\nIndemnified Parties have conflicting interests in the outcome of such action.\n \n  (b) Holding Company shall cause the surviving corporation of the Company\nMerger to keep in effect provisions in its Certificate of Incorporation and\nBylaws providing for exculpation of director and officer liability and its\nindemnification of the Indemnified Parties to the fullest extent permitted\nunder the NYBCL, which provisions shall not be amended except as required by\napplicable law or except to make changes permitted by law that would enlarge\nthe Indemnified Parties' right of indemnification.\n \n  (c) For a period of three years after the Effective Time, Holding Company\nshall cause to be maintained officers' and directors' liability insurance\ncovering the Indemnified Parties who are currently covered, in their\ncapacities as officers and directors, by the Company's existing officers' and\ndirectors' liability insurance policies on terms substantially no less\nadvantageous to the Indemnified Parties than such existing insurance;\nprovided, however, that Holding Company shall not be required in order to\nmaintain or procure such coverage to pay an annual premium in excess of one\nand one-half times the current annual premium paid by the Company for its\nexisting coverage (the \"Cap\") (which current annual premium the Company\nrepresents and warrants to be approximately $300,000); and provided, further,\nthat if equivalent coverage cannot be obtained, or can be obtained only by\npaying an annual premium in excess of the Cap, Holding Company shall only be\nrequired to obtain as much coverage as can be obtained by paying an annual\npremium equal to the Cap.\n \n  (d) The provisions of this Section shall survive the consummation of the\nMergers and expressly are intended to benefit each of the Indemnified Parties.\n \n  7.13. Rights Agreements. Each of the Purchaser and the Company shall take\nall necessary action prior to the Effective Time to cause the dilution\nprovisions of the Purchaser Rights Agreement and the Company Rights\n \n                                     A-22\n \nAgreement, respectively, to be inapplicable to the transactions contemplated\nby this Agreement, without any payment to holders of rights issued pursuant to\nsuch Rights Agreements.\n \n  7.14. Takeover Statute. If any \"fair price\", \"moratorium\", \"control share\nacquisition\" or other form of antitakeover statute or regulation shall become\napplicable to the transactions contemplated hereby or the transactions\ncontemplated by the Stock Agreement, the Company and the members of the Board\nof Directors of the Company shall grant such approvals and take such actions\nas are reasonably necessary so that the transactions contemplated hereby and\nthe transactions contemplated by the Stock Agreement may be consummated as\npromptly as practicable on the terms contemplated hereby and thereby and\notherwise act to eliminate or minimize the effects of such statute or\nregulation on the transactions contemplated hereby and thereby.\n \n  7.15. Conduct of Business by Holding Company and the Merger Subsidiaries\nPending the Mergers. Prior to the Effective Time and subject to any applicable\nregulatory approvals, the Purchaser and the Company shall cause Holding\nCompany and the Merger Subsidiaries to (a) perform their respective\nobligations hereunder and under this Agreement and the Merger Agreements in\naccordance with the terms hereof and thereof and take all other actions\nnecessary or appropriate for the consummation of the transactions contemplated\nhereby and thereby, (b) not incur directly or indirectly any liabilities or\nobligations except those incurred in connection with the consummation of this\nAgreement and the Merger Agreements and the transactions contemplated hereby\nand thereby, (c) not engage directly or indirectly in any business or\nactivities of any type or kind whatsoever and not enter into any agreements or\narrangements with any person or entity, or be subject to or be bound by any\nobligation or undertaking which is not contemplated by this Agreement or the\nMerger Agreements and (d) not create, grant or suffer to exist any lien upon\ntheir respective properties or assets which would attach to any properties or\nassets of the Purchaser or the Company after the Effective Time.\n \n  7.16. Employee Benefits. Purchaser will cause to remain in effect for the\nbenefit of the Company's employees for a period of at least two years after\nthe Effective Time all employee benefit plans of the Company and its\nSubsidiaries (including the Company's existing severance policies and programs\nbut excluding stock and incentive compensation plans and those plans that are\nthe subject of collective bargaining) in effect on the date of this Agreement\nand, with respect to employees who are subject to collective bargaining, all\nbenefits shall be provided in accordance with the applicable collective\nbargaining agreement; provided, however, that no severance payments shall be\nrequired to be made to any employee of the Company or any Company Subsidiary\nwho is not terminated by the Company or any Company Subsidiary. No amendment\nshall be made to any such plan that materially adversely affects the rights or\ninterests of the plan participants or beneficiaries except to the extent\nrequired by applicable law or to maintain tax qualifications. In the event\nthat any employee of the Company or its Subsidiaries is at any time after the\nEffective Time transferred to the Purchaser or any affiliate of Purchaser or\nbecomes a participant in an employee benefit plan, program or arrangement\nmaintained by or contributed by the Purchaser or its affiliates, Purchaser\nshall cause such plan, program or arrangement to treat the prior service of\nsuch employee with the Company or its Subsidiaries, to the extent such prior\nservice is recognized under the comparable plan, program or arrangement of the\nCompany, as service rendered to the Purchaser or its affiliates, as the case\nmay be; provided, however, that in administering such plans, programs or\narrangements of Purchaser or its affiliates, Purchaser may cause a reduction\nof benefits under any such plans, programs or arrangements to the extent\nnecessary to avoid duplication of benefits with respect to the same covered\nmatter or years of service.\n \n  7.17. Conveyance Taxes. The Company and the Purchaser shall cooperate in the\npreparation, execution and filing of all returns, questionnaires, applications\nor other documents regarding any real property transfer or gains, sales, use,\ntransfer, value added, stock transfer and stamp taxes, any transfer,\nrecording, registration and other fees, and any similar taxes which become\npayable in connection with the transactions contemplated by this Agreement\nthat are required or permitted to be filed on or before the Effective Time.\n \n  7.18. Gains Tax. The Holding Company shall pay, without deduction or\nwithholding from any amount payable to the holders of Company Common Stock,\nany New York State Tax on Gains Derived from Certain Real Property Transfers\n(the \"Gains Tax\"), New York State Real Estate Transfer Tax, New York City Real\n \n                                     A-23\n \nProperty Transfer Tax and New York State Stock Transfer Tax (the \"Transfer\nTaxes\") and any similar taxes imposed by any other State of the United States\n(and any penalties and interest with respect to such taxes), which become\npayable in connection with the transactions contemplated by this Agreement, on\nbehalf of the stockholders of the Company. The Company and the Purchaser shall\ncooperate in the preparation, execution and filing of any required returns\nwith respect to such taxes (including returns on behalf of the stockholders of\nthe Company) and in the determination of the portion of the consideration\nallocable to the real property of the Company and the Company Subsidiaries in\nNew York State and City (or in any other jurisdiction, if applicable). The\nterms of the Proxy Statement\/Prospectus shall provide that the stockholders of\nthe Company shall be deemed to have agreed to be bound by the allocation\nestablished pursuant to this Section 7.18 in the preparation of any return\nwith respect to the Gains Tax and the Transfer Taxes and any similar taxes, if\napplicable.\n \n                                   ARTICLE 8\n \n                                  CONDITIONS\n \n  8.1. Conditions to Each Party's Obligation to Effect the Mergers. The\nrespective obligation of each party to effect the Mergers shall be subject to\nthe fulfillment at or prior to the Closing Date of the following conditions:\n \n    (a) This Agreement and the transactions contemplated hereby shall have\n  been approved in the manner required by applicable law or by the applicable\n  regulations of any stock exchange or other regulatory body, as the case may\n  be, by the holders of the issued and outstanding shares of capital stock of\n  the Company and the Purchaser, respectively.\n \n    (b) The waiting period applicable to the consummation of the Mergers\n  under the HSR Act shall have expired or been terminated.\n \n    (c) Neither of the parties hereto shall be subject to any order or\n  injunction of a court of competent jurisdiction which prohibits the\n  consummation of the transactions contemplated by this Agreement. In the\n  event any such order or injunction shall have been issued, each party\n  agrees to use its reasonable efforts to have any such injunction lifted.\n \n    (d) The Form S-4 shall have become effective and shall be effective at\n  the Effective Time, and no stop order suspending effectiveness of the Form\n  S-4 shall have been issued, no action, suit, proceeding or investigation by\n  the SEC to suspend the effectiveness thereof shall have been initiated and\n  be continuing, or, to the knowledge of the Purchaser or the Company,\n  threatened, and all necessary approvals under state securities laws\n  relating to the issuance or trading of the Holding Company Common Stock to\n  be issued to the Company stockholders in connection with the Mergers shall\n  have been received.\n \n    (e) All orders and approvals of the FCC required in connection with the\n  consummation of the transactions contemplated hereby shall have been\n  obtained or made, whether or not any appeal or request for reconsideration\n  of such order is pending, or whether the time for filing any such appeal or\n  request for reconsideration or for any sua sponte action by the FCC has\n  expired.\n \n    (f) All consents, authorizations, orders and approvals of (or filings or\n  registrations with) any governmental commission, board or other regulatory\n  body (other than the FCC) required in connection with the execution,\n  delivery and performance of this Agreement shall have been obtained or\n  made, except for filings in connection with the Mergers and any other\n  documents required to be filed after the Effective Time and except where\n  the failure to have obtained or made any such consent, authorization,\n  order, approval, filing or registration would not have a material adverse\n  effect on the business, results of operations or financial condition of the\n  Purchaser and the Company (and their respective Subsidiaries), taken as a\n  whole, following the Effective Time.\n \n    (g) The Holding Company Common Stock to be issued to the Company\n  stockholders in connection with the Mergers shall have been approved for\n  listing on the NYSE, subject only to official notice of issuance.\n \n                                     A-24\n \n  8.2. Conditions to Obligation of Company to Effect the Mergers. The\nobligation of the Company to effect the Mergers shall be subject to the\nfulfillment at or prior to the Closing Date of the following conditions:\n \n    (a) The Purchaser shall have performed in all material respects its\n  agreements contained in this Agreement required to be performed on or prior\n  to the Closing Date, the representations and warranties of the Purchaser\n  and Merger Sub contained in this Agreement and in any document delivered in\n  connection herewith shall be true and correct as of the Closing Date,\n  except (i) for changes specifically permitted by this Agreement and (ii)\n  that those representations and warranties which address matters only as of\n  a particular date shall remain true and correct as of such date, and the\n  Company shall have received a certificate of the President or a Vice\n  President of the Purchaser, dated the Closing Date, certifying to such\n  effect.\n \n    (b) The Company shall have received the opinion of Cravath, Swaine &amp; Moore, special counsel to the Company, based upon reasonably requested\n  representation letters and dated the Closing Date, to the effect that the\n  Company Merger will be treated as a transfer of property to Holding Company\n  by the holders of Company Common Stock governed by Section 351(a) or\n  Section 351(b) of the Code.\n \n    (c) From the date of this Agreement through the Effective Time, there\n  shall not have occurred any change in the financial condition, business or\n  operations of the Purchaser and its Subsidiaries, taken as a whole, that\n  would have or would be reasonably likely to have a Purchaser Material\n  Adverse Effect.\n \n    (d) The Holding Company shall have executed a Registration Rights\n  Agreement substantially in the form attached hereto as Exhibit B.\n \n  8.3. Conditions to Obligation of Purchaser to Effect the Mergers. The\nobligation of the Purchaser to effect the Mergers shall be subject to the\nfulfillment at or prior to the Closing Date of the following conditions:\n \n    (a) The Company shall have performed in all material respects its\n  agreements contained in this Agreement required to be performed on or prior\n  to the Closing Date, the representations and warranties of the Company\n  contained in this Agreement and in any document delivered in connection\n  herewith shall be true and correct as of the Closing Date, except (i) for\n  changes specifically permitted by this Agreement and (ii) that those\n  representations and warranties which address matters only as of a\n  particular date shall remain true and correct as of such date, and the\n  Purchaser shall have received a certificate of the President or a Vice\n  President of the Company, dated the Closing Date, certifying to such\n  effect.\n \n    (b) The Purchaser shall have received the opinion of Dewey Ballantine,\n  special counsel to the Purchaser, based upon reasonably requested\n  representation letters and dated the Closing Date, to the effect that the\n  Purchaser Merger will be treated as a reorganization described in Section\n  368(a) of the Code and\/or as a transfer of property to Holding Company by\n  holders of Purchaser Common Stock governed by Section 351 of the Code.\n \n    (c) From the date of this Agreement through the Effective Time, there\n  shall not have occurred any change in the financial condition, business or\n  operations of the Company and its Subsidiaries, taken as a whole, that\n  would have or would be reasonably likely to have a Company Material Adverse\n  Effect.\n \n    (d) The Stock Agreement shall have remained in full force and effect\n  through the Effective Time.\n \n    (e) After the Effective Time, no person shall have any right under any\n  stock option plan (or any option granted thereunder) or other plan, program\n  or arrangement to acquire any equity securities of the Company.\n \n                                     A-25\n \n                                   ARTICLE 9\n \n                                  TERMINATION\n \n  9.1. Termination by Mutual Consent. This Agreement may be terminated and the\nMergers may be abandoned at any time prior to the Effective Time, before or\nafter the approval of this Agreement by the stockholders of the Purchaser or\nthe Company, by the mutual consent of the Purchaser and the Company.\n \n  9.2. Termination by Either Purchaser or Company. This Agreement may be\nterminated and the Mergers may be abandoned by action of the Board of\nDirectors of either the Purchaser or the Company if (a) the Mergers shall not\nhave been consummated by October 1, 1996, or (b) the approval of the Company's\nstockholders required by Section 8.1(a) shall not have been obtained at a\nmeeting duly convened therefor or at any adjournment thereof, or (c) the\napproval of the Purchaser's stockholders required by Section 8.1(a) shall not\nhave been obtained at a meeting duly convened therefor or at any adjournment\nthereof, (d) a United States federal or state court of competent jurisdiction\nor United States federal or state governmental, regulatory or administrative\nagency or commission shall have issued an order, decree or ruling or taken any\nother action permanently restraining, enjoining or otherwise prohibiting the\ntransactions contemplated by this Agreement and such order, decree, ruling or\nother action shall have become final and non-appealable; provided, that the\nparty seeking to terminate this Agreement pursuant to this clause (d) shall\nhave used all reasonable efforts to remove such injunction, order or decree;\nand provided, in the case of a termination pursuant to clause (a) above, that\nthe terminating party shall not have breached in any material respect its\nobligations under this Agreement in any manner that shall have proximately\ncontributed to the failure to consummate the Mergers by October 1, 1996 or (e)\nthe FCC shall have issued an order or ruling or taken other action denying\napproval of the transactions contemplated by this Agreement, and such order,\nruling or other action shall have become final and non-appealable.\n \n  9.3. Termination by Company. This Agreement may be terminated and the\nMergers may be abandoned at any time prior to the Effective Time, before or\nafter the adoption and approval by the stockholders of the Company referred to\nin Section 8.1(a), by action of the Board of Directors of the Company, if (a)\nin the exercise of its good faith judgment as to fiduciary duties to its\nstockholders imposed by law, as advised by outside counsel, the Board of\nDirectors of the Company determines that such termination is required by\nreason of an Alternative Proposal being made; provided that the Company shall\nnotify the Purchaser promptly of its intention to terminate this Agreement or\nenter into a definitive agreement with respect to any Alternative Proposal,\nbut in no event shall such notice be given less than 48 hours prior to the\npublic announcement of the Company's termination of this Agreement; or (b)\nthere has been a breach by the Purchaser of any representation or warranty\ncontained in this Agreement which would have or would be reasonably likely to\nhave a Purchaser Material Adverse Effect; or (c) there has been a material\nbreach of any of the covenants or agreements set forth in this Agreement on\nthe part of the Purchaser, which breach is not curable or, if curable, is not\ncured within 30 days after written notice of such breach is given by the\nCompany to the Purchaser; or (d) the Board of Directors of the Purchaser shall\nhave withdrawn or modified in a manner materially adverse to the Company its\napproval or recommendation of this Agreement or the Mergers. Notwithstanding\nthe foregoing, the Company's ability to terminate this Agreement pursuant to\nSection 9.2 or this 9.3 is conditioned upon the prior payment by the Company\nof any amounts owed by it pursuant to Section 9.5(a)(i).\n \n  9.4. Termination by Purchaser. This Agreement may be terminated and the\nMergers may be abandoned at any time prior to the Effective Time, before or\nafter the approval by the stockholders of the Purchaser referred to in Section\n8.1(a), by action of the Board of Directors of the Purchaser, if (a) the Board\nof Directors of the Company shall have withdrawn or modified in a manner\nmaterially adverse to the Purchaser its approval or recommendation of this\nAgreement or the Mergers or shall have recommended an Alternative Proposal to\nthe Company stockholders, or (b) there has been a breach by the Company of any\nrepresentation or warranty contained in this Agreement which would have or\nwould be reasonably likely to have a Company Material Adverse Effect, or (c)\nthere has been a material breach of any of the covenants or agreements set\nforth in this Agreement on the part of the Company, which breach is not\ncurable or, if curable, is not cured within 30 days after written notice of\nsuch breach is given by the Purchaser to the Company.\n \n                                     A-26\n \n  9.5. Effect of Termination and Abandonment. (a) In the event that any person\nshall have made an Alternative Proposal for the Company and thereafter (i)\nthis Agreement is terminated pursuant to Section 9.3(a) or Section 9.4 or (ii)\nthis Agreement is terminated for any other reason (other than the breach of\nthis Agreement by the Purchaser and other than pursuant to Section 9.2(c))\nand, in the case of this clause (ii) only, a definitive agreement with respect\nto such Alternative Proposal is executed within one year after such\ntermination, then the Company shall pay the Purchaser a fee of $400,000,000,\nwhich amount shall be payable by wire transfer of same day funds either on the\ndate contemplated in the last sentence of Section 9.3 if applicable or,\notherwise, within two business days after such amount becomes due. The Company\nacknowledges that the agreements contained in this Section 9.5(a) are an\nintegral part of the transactions contemplated in this Agreement, and that,\nwithout these agreements, the Purchaser would not enter into this Agreement;\naccordingly, if the Company fails to promptly pay the amount due pursuant to\nthis Section 9.5(a), and, in order to obtain such payment, the Purchaser\ncommences a suit which results in a judgment against the Company for the fee\nset forth in this Section 9.5(a), the Company shall pay to the Purchaser its\ncosts and expenses (including attorneys' fees) in connection with such suit,\ntogether with interest on the amount of the fee at the rate of 12% per annum.\n \n  (b) In the event of termination of this Agreement and the abandonment of the\nMergers pursuant to this Article 9, all obligations of the parties hereto\nshall terminate, except the obligations of the parties pursuant to this\nSection 9.5 and Section 7.11 and except for the provisions of Sections 10.3,\n10.4, 10.6, 10.8, 10.9, 10.12, 10.13 and 10.14. Moreover, in the event of\ntermination of this Agreement pursuant to Section 9.3 or 9.4, nothing herein\nshall prejudice the ability of the non-breaching party from seeking damages\nfrom any other party for any willful breach of this Agreement, including\nwithout limitation, attorneys' fees and the right to pursue any remedy at law\nor in equity.\n \n  9.6. Extension, Waiver. At any time prior to the Effective Time, any party\nhereto, by action taken by its Board of Directors, may, to the extent legally\nallowed, (a) extend the time for the performance of any of the obligations or\nother acts of the other parties hereto, (b) waive any inaccuracies in the\nrepresentations and warranties made to such party contained herein or in any\ndocument delivered pursuant hereto and (c) waive compliance with any of the\nagreements or conditions for the benefit of such party contained herein. Any\nagreement on the part of a party hereto to any such extension or waiver shall\nbe valid only if set forth in an instrument in writing signed on behalf of\nsuch party.\n \n                                  ARTICLE 10\n \n                              GENERAL PROVISIONS\n \n  10.1. Nonsurvival of Representations, Warranties and Agreements. All\nrepresentations, warranties and agreements in this Agreement or in any\ninstrument delivered pursuant to this Agreement shall be deemed to the extent\nexpressly provided herein to be conditions to the Mergers and shall not\nsurvive the Mergers, provided, however, that the agreements contained in\nArticle 4, Section 7.12, Section 7.16 and this Article 10 shall survive the\nMergers and Section 9.5 shall survive termination.\n \n  10.2. Notices. Any notice required to be given hereunder shall be sufficient\nif in writing, and sent by facsimile transmission and by courier service (with\nproof of service), hand delivery or certified or registered mail (return\nreceipt requested and first-class postage prepaid), addressed as follows:\n \nIf to the Purchaser:                      If to the Company:         \n                        \nThe Walt Disney Company                   Capital Cities\/ABC, Inc. \n500 South Buena Vista Street              77 West 66th Street\nBurbank, CA 91521                         New York, NY 10023                 \nAttention:                                Attention:      \n Sanford  M. Litvack                        N. Braverman                        \nTelecopier No.:                           Telecopier No.:\n  (818) 563-4160                            (212) 456-6908 \n \n                                     A-27\n \nWith copies to:                          With copies to:       \n                                                               \nDewey Ballantine                         Cravath, Swaine &amp; Moore\n1301 Avenue of the Americas              Worldwide Plaza       \nNew York, NY 10019                       825 Eighth Avenue     \nAttention:                               New York, NY 10019    \n Morton A. Pierce                        Attention:            \n Mark R. Baker                            Samuel C. Butler     \nTelecopier No.:                          Telecopier No.:       \n (212) 259-6333                           (212) 474-3700               \n\nor to such other address as any party shall specify by written notice so given,\nand such notice shall be deemed to have been delivered as of the date so\ntelecommunicated, personally delivered or mailed.\n \n  10.3. Assignment; Binding Effect. Neither this Agreement nor any of the\nrights, interests or obligations hereunder shall be assigned by any of the\nparties hereto (whether by operation of law or otherwise) without the prior\nwritten consent of the other parties. Subject to the preceding sentence, this\nAgreement shall be binding upon and shall inure to the benefit of the parties\nhereto and their respective successors and assigns. Notwithstanding anything\ncontained in this Agreement to the contrary, except for the provisions of\nSection 7.12 and Section 7.16, nothing in this Agreement, expressed or\nimplied, is intended to confer on any person other than the parties hereto or\ntheir respective heirs, successors, executors, administrators and assigns any\nrights, remedies, obligations or liabilities under or by reason of this\nAgreement.\n \n  10.4. Entire Agreement. This Agreement, the Exhibits, the Company Disclosure\nLetter, the Purchaser Disclosure Letter, the Confidentiality Agreement dated\nJuly 29, 1995, between the Company and the Purchaser and any documents\ndelivered by the parties in connection herewith constitute the entire\nagreement among the parties with respect to the subject matter hereof and\nsupersede all prior agreements and understandings among the parties with\nrespect thereto. No addition to or modification of any provision of this\nAgreement shall be binding upon any party hereto unless made in writing and\nsigned by all parties hereto.\n \n  10.5. Amendment. This Agreement may be amended by the parties hereto, by\naction taken by their respective Boards of Directors, at any time before or\nafter approval of matters presented in connection with the Mergers by the\nstockholders of the Company and the Purchaser, but after any such stockholder\napproval, no amendment shall be made which by law requires the further\napproval of stockholders without obtaining such further approval. This\nAgreement may not be amended except by an instrument in writing signed on\nbehalf of each of the parties hereto.\n \n  10.6. Governing Law. This Agreement shall be governed by and construed in\naccordance with the laws of the State of Delaware without regard to its rules\nof conflict of laws, except that the provisions of Article 2 and Article 4\nwith respect to the Company Merger shall be governed by and construed in\naccordance with the laws of the State of New York.\n \n  10.7. Counterparts. This Agreement may be executed by the parties hereto in\nseparate counterparts, each of which when so executed and delivered shall be\nan original, but all such counterparts shall together constitute one and the\nsame instrument. Each counterpart may consist of a number of copies hereof\neach signed by less than all, but together signed by all of the parties\nhereto.\n \n  10.8. Headings. Headings of the Articles and Sections of this Agreement are\nfor the convenience of the parties only, and shall be given no substantive or\ninterpretive effect whatsoever.\n \n                                     A-28\n \n  10.9. Interpretation. In this Agreement, unless the context otherwise\nrequires, words describing the singular number shall include the plural and\nvice versa, and words denoting any gender shall include all genders and words\ndenoting natural persons shall include corporations and partnerships and vice\nversa.\n \n  10.10. Waivers. Except as provided in this Agreement, no action taken\npursuant to this Agreement, including, without limitation, any investigation by\nor on behalf of any party, shall be deemed to constitute a waiver by the party\ntaking such action of compliance with any representations, warranties,\ncovenants or agreements contained in this Agreement. The waiver by any party\nhereto of a breach of any provision hereunder shall not operate or be construed\nas a waiver of any prior or subsequent breach of the same or any other\nprovision hereunder.\n \n  10.11. Incorporation of Exhibits. The Company Disclosure Letter, the\nPurchaser Disclosure Letter and all Exhibits attached hereto and referred to\nherein are hereby incorporated herein and made a part hereof for all purposes\nas if fully set forth herein.\n \n  10.12. Severability. Any term or provision of this Agreement which is invalid\nor unenforceable in any jurisdiction shall, as to that jurisdiction, be\nineffective to the extent of such invalidity or unenforceability without\nrendering invalid or unenforceable the remaining terms and provisions of this\nAgreement or affecting the validity or enforceability of any of the terms or\nprovisions of this Agreement in any other jurisdiction. If any provision of\nthis Agreement is so broad as to be unenforceable, the provision shall be\ninterpreted to be only so broad as is enforceable.\n \n  10.13. Enforcement of Agreement. The parties hereto agree that irreparable\ndamage would occur in the event that any of the provisions of this Agreement\nwas not performed in accordance with its specific terms or was otherwise\nbreached. It is accordingly agreed that the parties shall be entitled to an\ninjunction or injunctions to prevent breaches of this Agreement and to enforce\nspecifically the terms and provisions hereof in any Delaware Court, this being\nin addition to any other remedy to which they are entitled at law or in equity.\n \n  10.14. Subsidiaries. As used in this Agreement, the word \"Subsidiary\" when\nused with respect to any party means any corporation or other organization,\nwhether incorporated or unincorporated, of which such party directly or\nindirectly owns or controls at least a majority of the securities or other\ninterests having by their terms ordinary voting power to elect a majority of\nthe board of directors or others performing similar functions with respect to\nsuch corporation or other organization, or any organization of which such party\nis a general partner. When a reference is made in this Agreement to Significant\nSubsidiaries, the words \"Significant Subsidiaries\" shall refer to Subsidiaries\n(as defined above) which constitute \"significant subsidiaries\" under Rule 405\npromulgated by the SEC under the Securities Act.\n \n                                      A-29\n \n  IN WITNESS WHEREOF, the parties have executed this Agreement and caused the\nsame to be duly delivered on their behalf on the day and year first written\nabove.\n \nATTEST:                                   THE WALT DISNEY COMPANY\n \n \nBy:      \/s\/ David K. Thompson            By:      \/s\/ Michael D. Eisner\n  ------------------------------------       ----------------------------------\n           DAVID K. THOMPSON                         MICHAEL D. EISNER\n         SENIOR VICE PRESIDENT                     CHAIRMAN OF THE BOARD\n       ASSISTANT GENERAL COUNSEL                AND CHIEF EXECUTIVE OFFICER\n \n \nATTEST:                                   CAPITAL CITIES\/ABC, INC.\n \n \nBy:      \/s\/ Alan N. Braverman            By:      \/s\/ Thomas S. Murphy\n  ------------------------------------       ----------------------------------\n           ALAN N. BRAVERMAN                         THOMAS S. MURPHY\n          VICE PRESIDENT AND                       CHAIRMAN OF THE BOARD\n            GENERAL COUNSEL                     AND CHIEF EXECUTIVE OFFICER\n \n                                      A-30\n \n                                                                      EXHIBIT A\n                                                              TO REORGANIZATION\n                                                                      AGREEMENT\n \n                           FORM OF AFFILIATE LETTER\n \nThe Walt Disney Company\n500 South Buena Vista Street\nBurbank, CA 91521\n \nLadies and Gentlemen:\n \n  I have been advised that as of the date of this letter I may be deemed to be\nan \"affiliate\" of Capital Cities\/ABC, Inc., a New York corporation (the\n\"Company\"), as the term \"affiliate\" is (i) defined for purposes of paragraphs\n(c) and (d) of Rule 145 of the rules and regulations (the \"Rules and\nRegulations\") of the Securities and Exchange Commission (the \"Commission\")\nunder the Securities Act of 1933, as amended (the \"Act\"), or (ii) used in and\nfor purposes of Accounting Series, Releases 130 and 135, as amended, of the\nCommission. Pursuant to the terms of the Amended and Restated Agreement and\nPlan of Reorganization dated as of July 31, 1995 (the \"Agreement\"), between\nThe Walt Disney Company, a Delaware corporation (the \"Purchaser\") and the\nCompany, the Company will be merged with and into Merger Sub B (as defined in\nthe Agreement) (the \"Merger\").\n \n  As a result of the Merger, I may receive shares of Common Stock, par value\n$.___ per share, of the Holding Company (as defined in the Agreement) (the\n\"Holding Company Securities\") in exchange for shares owned by me of Common\nStock, par value $.10 per share, of the Company.\n \n  I represent, warrant and covenant to the Purchaser that in the event I\nreceive any Holding Company Securities as a result of the Merger:\n \n    A. I shall not make any sale, transfer or other disposition of the\n  Holding Company Securities in violation of the Act or the Rules and\n  Regulations.\n \n    B. I have carefully read this letter and the Agreement and discussed the\n  requirements of such documents and other applicable limitations upon my\n  ability to sell, transfer or otherwise dispose of the Purchaser Securities\n  to the extent I felt necessary, with my counsel or counsel for the Company.\n \n    C. I have been advised that the issuance of Holding Company Securities to\n  me pursuant to the Merger has been registered with the Commission under the\n  Act on a Registration Statement on Form S-4. However, I have also been\n  advised that, since at the time the Merger was submitted for a vote of the\n  stockholders of the Company, I may be deemed to have been an affiliate of\n  the Company and the distribution by me of the Holding Company Securities\n  has not been registered under the Act, I may not sell, transfer or\n  otherwise dispose of the Holding Company Securities issued to me in the\n  Merger unless (i) such sale, transfer or other disposition has been\n  registered under the Act, (ii) such sale, transfer or other disposition is\n  made in conformity with Rule 145 promulgated by the Commission under the\n  Act, or (iii) in the opinion of counsel reasonably acceptable to the\n  Holding Company, or pursuant to a \"no action\" letter obtained by the\n  undersigned from the staff of the Commission, such sale, transfer or other\n  disposition is otherwise exempt from registration under the Act.\n \n    D. I understand that, except as may be provided in any registration\n  rights agreement entered into by the Holding Company and the undersigned,\n  the Holding Company is under no obligation to register the sale, transfer\n  or other disposition of the Holding Company Securities by me or on my\n  behalf under the Act or to take any other action necessary in order to make\n  compliance with an exemption from such registration available.\n \n \n                                     A-31\n \n    E. I also understand that stop transfer instructions will be given to the\n  Holding Company's transfer agents with respect to the Holding Company\n  Securities and that there will be placed on the certificates for the\n  Holding Company Securities issued to me, or any substitutions therefor, a\n  legend stating in substance:\n \n  \"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A\n  TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF\n  1933 APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE\n  TRANSFERRED IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED _______\n  ________ , BETWEEN THE REGISTERED HOLDER HEREOF AND __________________\n  ____________________ , A COPY OF WHICH AGREEMENT IS ON FILE AT THE\n  PRINCIPAL OFFICES OF ____________.\"\n \n    F. I also understand that unless the transfer by me of my Holding Company\n  Securities has been registered under the Act or is a sale made in\n  conformity with the provisions of Rule 145, the Holding Company reserves\n  the right to put the following legend on the certificates issued to my\n  transferee:\n \n  \"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED\n  UNDER THE SECURITIES ACT OF 1933 AND WERE ACQUIRED FROM A PERSON WHO\n  RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED\n  UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SHARES HAVE BEEN\n  ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION\n  WITH, ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES\n  ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED\n  EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN\n  ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE\n  SECURITIES ACT OF 1933.\"\n \n  It is understood and agreed that the legends set forth in paragraphs E and F\nabove shall be removed by delivery of substitute certificates without such\nlegend if such legend is not required for purposes of the Act or this\nAgreement. It is understood and agreed that such legends and the stop orders\nreferred to above will be removed if (i) two years shall have elapsed from the\ndate the undersigned acquired the Securities received in the Merger and the\nprovisions of Rule 145(d)(2) are then available to the undersigned, (ii) three\nyears shall have elapsed from the date the undersigned acquired the Holding\nCompany Securities received in the Merger and the provisions of Rule 145(d)(3)\nare then available to the undersigned, or (iii) the Holding Company has\nreceived either an opinion of counsel, which opinion and counsel shall be\nreasonably satisfactory to the Holding Company, or a \"no action\" letter\nobtained by the undersigned from the staff of the Commission, to the effect\nthat the restrictions imposed by Rule 145 under the Act no longer apply to the\nundersigned.\n \n                                     A-32\n \n  Execution of this letter should not be considered an admission on my part\nthat I am an \"affiliate\" of the Company as described in the first paragraph of\nthis letter or as a waiver of any rights I may have to object to any claim\nthat I am such an affiliate on or after the date of this letter.\n \n                                          Very truly yours,\n\n \n                                          -------------------------------------\n                                          NAME:\nAccepted this ____ day of\n________, 199_  by\n \nTHE WALT DISNEY COMPANY\n \nBy:\n ---------------------------------\n NAME:\n TITLE:\n \n                                     A-33\n\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":[9622,9626],"class_list":["post-43213","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-disney-walt-co","corporate_contracts_industries-travel__services","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43213","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=43213"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43213"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43213"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43213"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}