Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Registration Statement for Securities Offered 37 217K
Pursuant to a Transaction
2: EX-1.1 Underwriting Agreement 21 105K
3: EX-1.5 Underwriting Agreement 70 219K
4: EX-4.1 Instrument Defining the Rights of Security Holders 10 58K
12: EX-4.10 Instrument Defining the Rights of Security Holders 2 17K
5: EX-4.2 Instrument Defining the Rights of Security Holders 17 64K
6: EX-4.4 Instrument Defining the Rights of Security Holders 82 345K
7: EX-4.5 Instrument Defining the Rights of Security Holders 94 342K
8: EX-4.6 Instrument Defining the Rights of Security Holders 30 96K
9: EX-4.7 Instrument Defining the Rights of Security Holders 35 109K
10: EX-4.8 Instrument Defining the Rights of Security Holders 34 108K
11: EX-4.9 Instrument Defining the Rights of Security Holders 31 111K
13: EX-5.1 Opinion re: Legality 7 28K
14: EX-12.1 Statement re: Computation of Ratios 1 12K
15: EX-23.2 Consent of Experts or Counsel 1 8K
16: EX-23.3 Consent of Experts or Counsel 1 9K
17: EX-25.1 Statement re: Eligibility of Trustee 4 23K
18: EX-25.2 Statement re: Eligibility of Trustee 5 23K
19: EX-25.3 Statement re: Eligibility of Trustee 6 33K
EX-4.6 — Instrument Defining the Rights of Security Holders
Exhibit Table of Contents
EXHIBIT 4.6
FORM OF DEBT SECURITIES WARRANT AGREEMENT
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THE WALT DISNEY COMPANY
AND
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AS WARRANT AGENT
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WARRANT AGREEMENT
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DATED AS OF
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PAGE
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TABLE OF CONTENTS (1)
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Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I
ISSUANCE, EXECUTION AND COUNTERSIGNATURE
OF WARRANT CERTIFICATES
Section 1.1 Issuance of Warrant Certificates. . . . . . . . . . . 2
Section 1.2 Form of Warrant Certificates. . . . . . . . . . . . . 2
Section 1.3 Execution and Authentication of Warrant Certificates. 2
Section 1.4 Temporary Warrant Certificates. . . . . . . . . . . . 3
Section 1.5 Payment of Taxes. . . . . . . . . . . . . . . . . . . 4
Section 1.6 Definition of Holder. . . . . . . . . . . . . . . . . 4
ARTICLE II
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS
Section 2.1 Warrant Price . . . . . . . . . . . . . . . . . . . . 5
Section 2.2 Duration of Warrants. . . . . . . . . . . . . . . . . 5
Section 2.3 Exercise of Warrants. . . . . . . . . . . . . . . . . 5
ARTICLE III
OTHER TERMS OF WARRANTS
Section 3.1 [Call of Warrants by the Company]. . . . . . . . . . 7
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(1) The Table of Contents is not a part of the Warrant Agreement.
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PAGE
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ARTICLE IV
[REGISTRATION,] EXCHANGE, TRANSFER AND
SUBSTITUTION OF WARRANT CERTIFICATES
Section 4.1 [Registration,] Exchange and Transfer of
Warrant Certificates . . . . . . . . . . . . . . . . 7
Section 4.2 Mutilated, Destroyed, Lost or Stolen Warrant
Certificates . . . . . . . . . . . . . . . . . . . . 8
Section 4.3 Persons Deemed Owners. . . . . . . . . . . . . . . . . 9
Section 4.4 Cancellation of Warrant Certificates . . . . . . . . . 9
ARTICLE V
OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES
Section 5.1 No Rights as Holders of Warrant Debt Securities
Conferred by Warrants or Warrant Certificates. . . . 10
Section 5.2 Holder of Warrant Certificate May Enforce Rights . . . 10
ARTICLE VI
CONCERNING THE WARRANT AGENT
Section 6.1 Warrant Agent . . . . . . . . . . . . . . . . . . . . . 10
Section 6.2 Conditions of Warrant Agent's Obligations . . . . . . . 10
Section 6.3 Resignation, Removal and Appointment of Successor . . . 12
ARTICLE VII
MISCELLANEOUS
Section 7.1 Consolidations and Mergers of the Company and
Sales, Leases and Conveyances Permitted Subject to
Certain Conditions. . . . . . . . . . . . . . . . . . 14
Section 7.2 Rights and Duties of Successor Corporation. . . . . . . 14
Section 7.3 Amendment . . . . . . . . . . . . . . . . . . . . . . . 14
Section 7.4 Notice and Demands to the Company and Warrant Agent . . 15
Section 7.5 Notices to Warrantholders . . . . . . . . . . . . . . . 15
Section 7.6 Addresses . . . . . . . . . . . . . . . . . . . . . . . 15
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Section 7.7 Governing Law . . . . . . . . . . . . . . . . . . . . . 16
Section 7.8 Delivery of Prospectus. . . . . . . . . . . . . . . . . 16
Section 7.9 Obtaining of Governmental Approvals . . . . . . . . . . 16
Section 7.10 Persons Having Rights under Warrant Agreement . . . . . 16
Section 7.11 Headings. . . . . . . . . . . . . . . . . . . . . . . . 16
Section 7.12 Counterparts. . . . . . . . . . . . . . . . . . . . . . 16
Section 7.13 Inspection of Agreement . . . . . . . . . . . . . . . . 16
Testimonium. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Exhibit A - Form of Warrant Certificate. . . . . . . . . . . . . . . . A-1
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THIS WARRANT AGREEMENT, dated as of __________, between The Walt
Disney Company, a corporation duly organized and existing under the laws of
the State of Delaware (the "Company") and _____________________, a
[corporation][national banking association] organized and existing under the
laws of _______________, as Warrant Agent (herein called the "Warrant Agent").
WHEREAS, the Company has entered into an Indenture (the
"Indenture") dated as of ____________, ____ with [ ] as
trustee (such trustee, and any successors to such trustee, herein called the
"Trustee"), providing for the issuance from time to time, in one or more
series, of its [Senior] [Senior Subordinated] [Subordinated] Debt Securities;
and
WHEREAS, the Company proposes to sell [IF OFFERED DEBT SECURITIES
AND WARRANTS -- [title of Debt Securities being offered] (the "Offered Debt
Securities") with] warrant certificates (such warrant certificates and other
warrant certificates issued pursuant to this Agreement herein called the
"Warrant Certificates") evidencing one or more warrants ("Warrants" or,
individually, a "Warrant") representing the right to purchase [title of Debt
Securities purchasable through exercise of Warrants] (the "Warrant Debt
Securities"); and
WHEREAS, the Company desires the Warrant Agent to act on behalf of
the Company, and the Warrant Agent is willing to so act, in connection with
the issuance, exchange, exercise and replacement of the Warrant Certificates,
and in this Agreement wishes to set forth, among other things, the form and
provisions of the Warrant Certificates and the terms and conditions on which
they may be issued, exchanged, exercised and replaced;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
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ARTICLE I
ISSUANCE, EXECUTION AND COUNTERSIGNATURE
OF WARRANT CERTIFICATES
Section 1.1 ISSUANCE OF WARRANT CERTIFICATES. [IF WARRANTS ALONE --
Upon issuance, each Warrant Certificate shall evidence one or more Warrants.]
[IF OFFERED DEBT SECURITIES AND WARRANTS -- Warrant Certificates shall be
[initially] issued in units with the Offered Debt Securities and shall [not]
be separately transferable [before ____________, 19__ (the "Detachable Date")].
Each such unit shall consist of a Warrant Certificate or Certificates
evidencing an aggregate of ____ Warrants for each $___________ principal
amount of Offered Debt Securities.] Each Warrant evidenced thereby shall
represent the right, subject to the provisions contained herein and therein,
to purchase Warrant Debt Securities in the aggregate principal amount of
$________.
Section 1.2 FORM OF WARRANT CERTIFICATES. The Warrant Certificates
(including the Form[s] of Exercise [and Assignment] to be set forth on the
reverse thereof) shall be in substantially the form set forth in Exhibit A
hereto, shall be printed, lithographed or engraved on steel engraved borders
(or in any other manner determined by the officers executing such Warrant
Certificates, with the execution thereof by such officers conclusively
evidencing such determination) and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as
may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any securities exchange on
which the Warrant Certificates may be listed or as may, consistently
herewith, be determined by the officers executing such Warrant Certificates,
with the execution thereof by such officers conclusively evidencing such
determination.
Section 1.3 EXECUTION AND AUTHENTICATION OF WARRANT CERTIFICATES. The
Warrant Certificates shall be executed on behalf of the Company by its
Chairman, its Chief Executive Officer, it President or one of its Vice
Presidents (any reference to a Vice President of the Company herein shall be
deemed to include any Vice President of the Company whether or not designated
by a number or a word or words added before or after the title "Vice
President") under its corporate seal reproduced thereon attested to by its
Treasurer or Secretary or one of its Assistant Treasurers or Assistant
Secretaries. The signature of any of these officers on the Warrant
Certificates may be manual or facsimile.
Warrant Certificates evidencing the right to purchase an aggregate
principal amount not exceeding $____________ of Warrant Debt Securities (except
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as provided in Sections 1.4, 2.3(c), 4.1 and 4.2) may be executed by the
Company and delivered to the Warrant Agent upon the execution of this Warrant
Agreement or from time to time thereafter. The Warrant Agent shall, upon
receipt of Warrant Certificates duly executed on behalf of the Company,
authenticate Warrant Certificates evidencing Warrants representing the right
to purchase up to $_____________ aggregate principal amount of Warrant Debt
Securities and shall deliver such Warrant Certificates to or upon the order
of the Company. Subsequent to such original issuance of the Warrant
Certificates, the Warrant Agent shall authenticate a Warrant Certificate only
if the Warrant Certificate is issued in exchange or substitution for one or
more previously authenticated Warrant Certificates [IF REGISTERED WARRANTS --
or in connection with their transfer], as hereinafter provided.
Each Warrant Certificate shall be dated the date of its authentication
by the Warrant Agent.
No Warrant Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose, and no Warrant evidenced
thereby shall be exercisable, until such Warrant Certificate has been
authenticated by the manual signature of the Warrant Agent. Such signature
by the Warrant Agent upon any Warrant Certificate executed by the Company
shall be conclusive evidence, and the only evidence, that the Warrant
Certificate so authenticated has been duly issued hereunder.
Warrant Certificates bearing the manual or facsimile signatures of
individuals who were at the time the proper officers of the Company shall
bind the Company, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Warrant Certificates or did not hold such offices at the date of such Warrant
Certificates.
Section 1.4 TEMPORARY WARRANT CERTIFICATES. Pending the preparation
of definitive Warrant Certificates, the Company may execute, and upon the
order of the Company the Warrant Agent shall authenticate and deliver,
temporary Warrant Certificates which are printed, lithographed, typewritten,
mimeographed or otherwise produced, substantially of the tenor of the
definitive Warrant Certificates in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Warrant Certificates may determine, with the
execution thereof by such officers conclusively evidencing such determination.
If temporary Warrant Certificates are issued, the Company will
cause definitive Warrant Certificates to be prepared without unreasonable
delay. After the
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preparation of definitive Warrant Certificates, the temporary Warrant
Certificates shall be exchangeable for definitive Warrant Certificates upon
surrender of the temporary Warrant Certificates at the corporate trust office
of the Warrant Agent [or ], without charge to the Holder (as defined
in Section 1.6 below). Upon surrender for cancellation of any one or more
temporary Warrant Certificates the Company shall execute and the Warrant
Agent shall authenticate and deliver in exchange therefor definitive Warrant
Certificates representing the same aggregate number of Warrants. Until so
exchanged, the temporary Warrant Certificates shall in all respects be
entitled to the same benefits under this Agreement as definitive Warrant
Certificates.
Section 1.5 PAYMENT OF TAXES. The Company will pay all stamp taxes
and other duties, if any, to which, under the laws of the United States of
America or any State or political subdivision thereof, this Agreement or the
original issuance of the Warrant Certificates may be subject.
Section 1.6 DEFINITION OF HOLDER. The term "Holder" as used herein
shall mean [IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE --, prior to the Detachable Date, the registered owner of the
Offered Debt Security to which such Warrant Certificate was initially attached,
and, after such Detachable Date,] [if bearer Warrants, the bearer of such
Warrant Certificates] [if registered Warrants, the person in whose name at the
time such Warrant Certificate shall be registered upon the books to be
maintained by the Warrant Agent for that purpose pursuant to Section 4.1].
[IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE
-- Prior to the Detachable Date, the Company will, or will cause the registrar
of the Offered Debt Securities to, make available to the Warrant Agent current
information as to Holders of the Offered Debt Securities.]
4
ARTICLE II
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS
Section 2.1 WARRANT PRICE (2). During the period from
____________, 19__ through and including ____________, 19__, each Warrant shall
entitle the Holder thereof, subject to the provisions of this Agreement, to
purchase from the Company the principal amount of Warrant Debt Securities stated
in the Warrant Certificate at the exercise price of % of the principal amount
thereof [plus accrued amortization, if any, of the original issue discount of
the Warrant Debt Securities] [plus accrued interest, if any, from the most
recent date from which interest shall have been paid on the Warrant Debt
Securities or, if no interest shall have been paid on the Warrant Debt
Securities, from __________, 19__]. [In each case, the original issue discount
($ for each $1,000 principal amount of Warrant Debt Securities) will
be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using
a 360-day year consisting of twelve 30-day months].] Such exercise price of each
Warrant is referred to in this Agreement as the "Exercise Price."
Section 2.2 DURATION OF WARRANTS. Any Warrant evidenced by a
Warrant Certificate may be exercised at any time, as specified herein, on or
after [the date thereof] [ , 19 ] and at or before the close of
business on , 19 (the "Expiration Date"). Each Warrant
not exercised at or before the close of business on the Expiration Date shall
become void, and all rights of the Holder of the Warrant Certificate
evidencing such Warrant under this Agreement or otherwise shall cease.
Section 2.3 EXERCISE OF WARRANTS. (a) During the period specified
in Section 2.2, any whole number of Warrants may be exercised by surrendering
the Warrant Certificate evidencing such Warrants at the place or at the
places set forth in the Warrant Certificate, with the purchase form set forth
in the Warrant Certificate duly executed, accompanied by payment in full, in
lawful money of the United States of America, [in cash or by certified check
or official bank check in New York Clearing House funds]] [by surrender of the
[specified aggregate amount of [identified securities]] [by bank wire transfer
in immediately available funds], of the Exercise Price for each Warrant
exercised. The date on which payment in full of the Exercise Price for a
Warrant and the duly executed and completed Warrant Certificate are
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2 Complete and modify the provisions of this Section as appropriate to
reflect the exact terms of the Warrants and the Warrant Debt
Securities.
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received by the Warrant Agent shall be deemed to be the date on which such
Warrant is exercised. The Warrant Agent shall deposit all funds received by
it as payment for the exercise of Warrants to the account of the Company
maintained with it for such purpose and shall advise the Company by telephone
at the end of each day on which such a payment is received of the amount so
deposited to its account. The Warrant Agent shall promptly confirm such
telephonic advice to the Company in writing.
(b) The Warrant Agent shall from time to time, as promptly as
practicable after the exercise of any Warrants in accordance with the terms
and conditions of this Agreement and the Warrant Certificates, advise the
Company and the Trustee of (i) the number of Warrants so exercised, (ii) the
instructions of each Holder of the Warrant Certificates evidencing such
Warrants with respect to delivery of the Warrant Debt Securities to which
such Holder is entitled upon such exercise, and instructions of such Holder
as to delivery of Warrant Certificates evidencing the balance, if any, of the
Warrants remaining after such exercise, and (iii) such other information as
the Company or the Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrants,
the Company shall issue, pursuant to the Indenture, in authorized
denominations, to or upon the order of the Holder of the Warrant Certificate
evidencing such Warrants, the Warrant Debt Security or Warrant Debt
Securities to which such Holder is entitled in fully registered form,
registered in such name or names as may be directed by such Holder; and, if
fewer than all of the Warrants evidenced by such Warrant Certificate were
exercised, the Company shall execute and an authorized officer of the Warrant
Agent shall manually authenticate and deliver a new Warrant Certificate
evidencing the number of Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other
tax or other governmental charge required to be paid in connection with any
transfer involved in the issue of the Warrant Debt Securities; and in the
event that any such transfer is involved, the Company shall not be required
to issue or deliver any Warrant Debt Securities until such tax or other
charge shall have been paid or it has been established to the Company's
satisfaction that no such tax or other charge is due.
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ARTICLE III
OTHER TERMS OF WARRANTS
Section 3.1 [CALL OF WARRANTS BY THE COMPANY.](3) [IF WARRANTS ISSUED
HEREUNDER ARE CALLABLE BY THE COMPANY -- The Company shall have the right to
call and repurchase any or all Warrants on or after ________, 19__ (the "Call
Date") and upon the occurrence of [discuss events or circumstances under which
Company may call the Warrants] (the "Call Terms") at a price of $ ________ per
Warrant (the "Call Price"). Notice of such Call Price, Call Date and Call Terms
shall be given to registered holders of Warrants in the manner provided in
Section 7.5.]
ARTICLE IV
[REGISTRATION,] EXCHANGE, TRANSFER AND
SUBSTITUTION OF WARRANT CERTIFICATES
Section 4.1 [REGISTRATION,] EXCHANGE AND TRANSFER OF WARRANT
CERTIFICATES. [IF REGISTERED WARRANTS -- The Warrant Agent shall keep, at its
corporate trust office [and at _________], books in which, subject to such
reasonable regulations as it may prescribe, it shall register Warrant
Certificates and transfers of outstanding Warrant Certificates].
[IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE -- Prior to the Detachable Date, a Warrant Certificate may be
exchanged or transferred only together with the Offered Debt Security to which
such Warrant Certificate was initially attached, and only for the purpose of
effecting, or in conjunction with, an exchange or transfer of such Offered Debt
Security. Additionally, on or prior to the Detachable Date, each transfer or
exchange of an Offered Debt Security [on the register of the Offered Debt
Securities] shall operate also to transfer or exchange the Warrant Certificate
or Certificates to which such Offered Debt Security was initially attached.
After the Detachable Date, upon] [IF OFFERED DEBT SECURITIES AND WARRANTS WHICH
ARE IMMEDIATELY DETACHABLE OR IF WARRANTS ALONE -- Upon] surrender at the
corporate trust office of the Warrant Agent [or ____ ____ ______] of Warrant
Certificates properly endorsed [or accompanied by appropriate instruments of
transfer] and accompanied by written instructions for [transfer or] exchange,
all in
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3 Complete and modify the provisions of this Section as appropriate to
reflect the exact terms of the Warrants.
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a form satisfactory to the Company and the Warrant Agent, such Warrant
Certificates may be exchanged for other Warrant Certificates [IF REGISTERED
WARRANTS -- or may be transferred in whole or in part]; provided that Warrant
Certificates issued in exchange for [or upon transfer of] surrendered Warrant
Certificates shall evidence the same aggregate number of Warrants as the Warrant
Certificates so surrendered. No service charge shall be made for any exchange
[or transfer] of Warrant Certificates, but the Company may require payment of a
sum sufficient to cover any stamp or other tax or governmental charge that may
be imposed in connection with any such exchange [or transfer]. Whenever any
Warrant Certificates are so surrendered for exchange [or transfer], the Company
shall execute and an authorized officer of the Warrant Agent shall manually
authenticate and deliver to the person or persons entitled thereto a Warrant
Certificate or Warrant Certificates as so requested. The Warrant Agent shall
not be required to effect any exchange [or transfer] which would result in the
issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number
of full Warrants and a fraction of a Warrant. All Warrant Certificates issued
upon any exchange [or transfer] of Warrant Certificates shall evidence the same
obligations, and be entitled to the same benefits under this Agreement, as the
Warrant Certificates surrendered for such exchange [or transfer].
Section 4.2 MUTILATED, DESTROYED, LOST OR STOLEN WARRANT
CERTIFICATES. If any mutilated Warrant Certificate is surrendered to the
Warrant Agent, the Company shall execute and an officer of the Warrant Agent
shall manually authenticate and deliver in exchange therefor a new Warrant
Certificate of like tenor and bearing a number not contemporaneously
outstanding. If there shall be delivered to the Company and the Warrant Agent
(i) evidence to their satisfaction of the destruction, loss or theft of any
Warrant Certificate and of the ownership thereof and (ii) such security or
indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the
Warrant Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Company shall execute and upon its request an officer of the
Warrant Agent shall manually authenticate and deliver, in lieu of any such
destroyed, lost or stolen Warrant Certificate, a new Warrant Certificate of
like tenor and bearing a number not contemporaneously outstanding. Upon the
issuance of any new Warrant Certificate under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Warrant Agent) connected
therewith. Every new Warrant Certificate issued pursuant to this Section in
lieu of any destroyed, lost or stolen Warrant Certificate shall evidence an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Agreement equally and propor-
8
tionately with any and all other Warrant Certificates duly issued hereunder.
The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Warrant Certificates.
Section 4.3 PERSONS DEEMED OWNERS. [IF OFFERED DEBT SECURITIES AND
WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- Prior to the Detachable Date,
the Company, the Warrant Agent and all other persons may treat the registered
owner of any Offered Debt Security as the owner of the Warrant Certificates
initially attached thereto for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced by such Warrant
Certificates, any notice to the contrary notwithstanding. After the Detachable
Date,] [IF REGISTERED WARRANTS -- and prior to due presentment of a Warrant
Certificate for registration of transfer, the] [IF OFFERED DEBT SECURITIES AND
WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE -- The] Company,
the Warrant Agent and all other persons may treat the Holder as the owner
thereof for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidenced thereby, any notice to the contrary
notwithstanding.
Section 4.4 CANCELLATION OF WARRANT CERTIFICATES. Any Warrant
Certificate surrendered for exchange [, transfer] or exercise of the Warrants
evidenced thereby shall, if surrendered to the Company, be delivered to the
Warrant Agent, and [IF WARRANT CERTIFICATES ARE ISSUED IN BEARER FORM -- ,
except as provided below,] all Warrant Certificates surrendered or so delivered
to the Warrant Agent shall be promptly cancelled by it and shall not be
reissued and, except as expressly permitted by this Agreement, no Warrant
Certificate shall be issued hereunder in lieu or in exchange thereof. [IF
WARRANT CERTIFICATES ARE ISSUED IN BEARER FORM -- Warrant Certificates
delivered to the Warrant Agent in exchange for Warrant Certificates of other
denominations may be retained by the Warrant Agent for reissue as authorized
hereunder.] The Company may at any time deliver to the Warrant Agent for
cancellation any Warrant Certificates previously issued hereunder which the
Company may have acquired in any manner whatsoever, and all Warrant
Certificates so delivered shall be promptly cancelled by the Warrant Agent.
All cancelled Warrant Certificates held by the Warrant Agent shall be disposed
of, as instructed by the Company, subject to applicable law.
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ARTICLE V
OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES
Section 5.1 NO RIGHTS AS HOLDERS OF WARRANT DEBT SECURITIES
CONFERRED BY WARRANTS OR WARRANT CERTIFICATES. No Warrant Certificate or
Warrant evidenced thereby shall entitle the Holder thereof to any of the
rights of a Holder of the Warrant Debt Securities, including, without
limitation, the right to receive the payment of principal of (or premium, if
any) or interest, if any, on the Warrant Debt Securities or to enforce any of
the covenants in the Indenture.
Section 5.2 HOLDER OF WARRANT CERTIFICATE MAY ENFORCE RIGHTS.
Notwithstanding any of the provisions of this Agreement, any Holder of any
Warrant Certificate, without the consent of the Warrant Agent, the Trustee,
the holder of any Warrant Debt Securities or the Holder of any other Warrant
Certificate, may, on its own behalf and for its own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce or otherwise in respect of its right to exercise the
Warrant or Warrants evidenced by his or her Warrant Certificate in the manner
provided in the Warrant Certificates and in this Agreement.
ARTICLE VI
CONCERNING THE WARRANT AGENT
Section 6.1 WARRANT AGENT. The Company hereby appoints
_______________ as Warrant Agent of the Company in respect of the Warrants
and the Warrant Certificates upon the terms and subject to the conditions
herein set forth, and ____________________________ hereby accepts such
appointment. The Warrant Agent shall have the power and authority granted to
and conferred upon it in the Warrant Certificates and hereby and such further
power and authority to act on behalf of the Company as the Company may
hereafter grant to or confer upon it. All of the terms and provisions with
respect to such power and authority contained in the Warrant Certificates are
subject to and governed by the terms and provisions hereof.
Section 6.2 CONDITIONS OF WARRANT AGENT'S OBLIGATIONS. The Warrant
Agent accepts its obligations herein set forth, upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to
all of
10
which the rights hereunder of the Holders from time to time of the Warrant
Certificates shall be subject:
(a) COMPENSATION AND INDEMNIFICATION. The Company agrees
promptly to pay the Warrant Agent the compensation to be agreed upon with the
Company for all services rendered by the Warrant Agent and to reimburse the
Warrant Agent for reasonable out-of-pocket expenses (including reasonable
counsel fees) incurred by the Warrant Agent in connection with the services
rendered hereunder by the Warrant Agent. The Company also agrees to indemnify
the Warrant Agent for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or bad faith on the part of the
Warrant Agent, arising out of or in connection with its acting as such
Warrant Agent hereunder, including the reasonable costs and expenses of
defending itself against any claim or liability in connection with the
exercise or performance at any time of its powers or duties hereunder. The
obligations of the Company under this subsection (a) shall survive the
exercise of the Warrant Certificates and the resignation or removal of the
Warrant Agent.
(b) AGENT FOR THE COMPANY. In acting under this Warrant
Agreement and in connection with the Warrant Certificates, the Warrant Agent
is acting solely as agent of the Company and does not assume any obligation
or relationship of agency or trust for or with any of the owners or Holders
of the Warrant Certificates.
(c) COUNSEL. The Warrant Agent may consult with counsel,
which may include counsel for the Company, and the written advice of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.
(d) DOCUMENTS. The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken or omitted by it in
reliance upon any notice, direction, consent, certificate, affidavit,
statement or other paper or document reasonably believed by it to be genuine
and to have been presented or signed by the proper parties.
(e) CERTAIN TRANSACTIONS. The Warrant Agent, any of its
officers, directors and employees, or any other agent of the Company, in its
individual or any other capacity, may become the owner of, or acquire any
interest in, any Warrant Certificates, with the same rights that it would
have if it were not such Warrant Agent, officer, director, employee or other
agent, and, to the extent permitted by applicable law, it may engage or be
interested in any financial or other transaction with the Company and may act
on, or as depositary, trustee or agent for, any
11
committee or body of holders of Warrant Debt Securities or other obligations
of the Company as freely as if it were not such Warrant Agent, officer,
director, employee or other agent. Nothing in this Warrant Agreement shall be
deemed to prevent the Warrant Agent from acting as Trustee under the
Indenture.
(f) NO LIABILITY FOR INTEREST. The Warrant Agent shall not be
under any liability for interest on any monies at any time received by it
pursuant to any of the provisions of this Agreement or of the Warrant
Certificates unless otherwise agreed to in writing by the Company and the
Warrant Agent and except for the negligence of the Warrant Agent.
(g) NO LIABILITY FOR INVALIDITY. The Warrant Agent shall not
incur any liability with respect to the validity of this Agreement or any of
the Warrant Certificates.
(h) NO RESPONSIBILITY FOR REPRESENTATIONS. The Warrant Agent
shall not be responsible for any of the recitals or representations contained
herein or in the Warrant Certificates (except as to the Warrant Agent's
Certificate of Authentication thereon), all of which are made solely by the
Company.
(i) NO IMPLIED OBLIGATIONS. The Warrant Agent shall be
obligated to perform such duties as are herein and in the Warrant
Certificates specifically set forth and no implied duties or obligations
shall be read into this Agreement or the Warrant Certificates against the
Warrant Agent. The Warrant Agent shall not be under any obligation to take
any action hereunder which may tend to involve it in any expense or
liability, the payment of which within a reasonable time is not, in its
reasonable opinion, assured to it. The Warrant Agent shall not be accountable
or under any duty or responsibility for the use by the Company of any of the
Warrant Certificates authenticated by the Warrant Agent and delivered by it
to the Company pursuant to this Agreement or for the application by the
Company of the proceeds of the Warrant Certificates or any exercise of the
Warrants evidenced thereby. The Warrant Agent shall have no duty or
responsibility in case of any default by the Company in the performance of
its covenants or agreements contained herein or in the Warrant Certificates
or in the Warrant Debt Securities or in the case of the receipt of any
written demand from a Holder of a Warrant Certificate with respect to such
default, including, without limiting the generality of the foregoing, any
duty or responsibility to initiate or attempt to initiate any proceeding at
law or otherwise or, except as provided in Section 7.4 hereof, to make any
demand upon the Company.
Section 6.3 RESIGNATION, REMOVAL AND APPOINTMENT OF SUCCESSOR.
12
(a) The Company agrees, for the benefit of the Holders from time to time
of the Warrant Certificates, that there shall at all times be a Warrant Agent
hereunder until all of the Warrant Certificates are no longer exercisable.
(b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the
date on which it desires its resignation to become effective; provided that,
without the consent of the Company, such date shall not be less than three
months after the date on which such notice is given. The Warrant Agent
hereunder may be removed at any time by the filing with it of an instrument
in writing signed by or on behalf of the Company and specifying such removal
and the date on which the Company expects such removal to become effective.
Such resignation or removal shall take effect upon the appointment by the
Company of a successor Warrant Agent (which shall be a bank or trust company
organized and doing business under the laws of the United States of America,
any State thereof or the District of Columbia and authorized under such laws
to exercise corporate trust powers) by an instrument in writing filed with
such successor Warrant Agent and the acceptance of such appointment by such
successor Warrant Agent pursuant to Section 6.3(d).
(c) In case at any time the Warrant Agent shall resign, or be removed,
or shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or shall file a voluntary petition in bankruptcy or make an
assignment for the benefit of its creditors or consent to the appointment of
a receiver or custodian of all or any substantial part of its property, or
shall admit in writing its inability to pay or meet its debts as they mature,
or if a receiver or custodian of it or of all or any substantial part of its
property shall be appointed, or if an order of any court shall be entered
approving any petition filed by or against it under the provisions of any
applicable bankruptcy or similar law, or if any public officer shall have
taken charge or control of the Warrant Agent or of its property or affairs, a
successor Warrant Agent, qualified as aforesaid, shall be appointed by the
Company by an instrument in writing, filed with the successor Warrant Agent.
Upon the appointment as aforesaid of a successor Warrant Agent and acceptance
by the latter of such appointment, the Warrant Agent so superseded shall
cease to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with
all the authority, rights, powers, trusts, immunities, duties and obligations
of such predecessor with like effect as if originally named as Warrant Agent
hereunder, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to transfer,
deliver and pay over, and such succes-
13
sor Warrant Agent shall be entitled to receive, all monies, securities and other
property on deposit with or held by such predecessor, as Warrant Agent
hereunder.
(e) Any corporation into which the Warrant Agent hereunder may be merged
or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Warrant Agent, provided that it shall be qualified as aforesaid, shall be the
successor Warrant Agent under this Agreement without the execution or filing
of any paper or any further act on the part of any of the parties hereto.
ARTICLE VII
MISCELLANEOUS
Section 7.1 CONSOLIDATIONS AND MERGERS OF THE COMPANY AND SALES, LEASES
AND CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS. To the extent
permitted in the Indenture, the Company may consolidate with, or sell or
convey all or substantially all of its assets to, or merge with or into any
other corporation.
Section 7.2 RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In case of any
such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it
had been named herein, and the predecessor corporation, except in the event
of a lease, shall be relieved of any further obligation under this Agreement
and the Warrants. Such successor corporation thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company,
any or all of the Warrant Debt Securities issuable pursuant to the terms
hereof. All the Warrant Debt Securities so issued shall in all respects have
the same legal rank and benefit under the Indenture as the Warrant Debt
Securities theretofore or thereafter issued in accordance with the terms of
this Agreement and the Indenture.
In case of any such consolidation, merger, sale, lease or conveyance,
such changes in phraseology and form (but not in substance) may be made in
the Warrant Debt Securities thereafter to be issued as may be appropriate.
Section 7.3 AMENDMENT. This Agreement may be amended by the parties
hereto, without the consent of the Holder of any Warrant Certificate, for the
14
purpose of curing any ambiguity, or of curing, correcting or supplementing
any defective provision contained herein, or making such provisions in regard
to matters or questions arising under this Agreement as the Company may deem
necessary or desirable; provided that such action shall not adversely affect
the interests of the Holders of the Warrant Certificates in any material
respect. Any amendment or supplement to this Agreement or the Warrants that
has a material adverse effect on the interests of Holders of any series of
Warrants shall require the written consent of Holders of a majority of the
then outstanding Warrants of such series. The consent of each Holder of a
Warrant affected shall be required for any amendment pursuant to which the
Warrant Price would be increased or the number of Debt Securities purchasable
upon exercise of Warrants would be decreased. The Warrant Agent may, but
shall not be obligated to, enter into any amendment to this Agreement which
affects the Warrant Agent's own rights, duties or immunities under this
Agreement or otherwise.
Section 7.4 NOTICE AND DEMANDS TO THE COMPANY AND WARRANT AGENT. If the
Warrant Agent shall receive any notice or demand addressed to the Company by
the Holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand
to the Company.
Section 7.5 NOTICES TO WARRANTHOLDERS. Pursuant to Sections 3.1
[add other sections as applicable], the Company shall cause written notice of
such Call Price, Call Date and Call Terms [reference other items as applicable],
as the case may be, to be given as soon as practicable to the Warrant Agent and
to each of the registered holders of the Warrant Certificates by first class
mail, postage prepaid, at such holder's address appearing on the Warrant
Register. In addition to the written notice referred to in the preceding
sentence, the Company shall make a public announcement in a daily morning
newspaper of general circulation in __________ of such Call Price, Call Date,
and Call Terms [reference other items as applicable], as the case may be, at
least once a week for two successive weeks prior to the implementation of such
terms.
Section 7.6 ADDRESSES. Any communications from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to___________
_________, Attention:_____________________, and any communications from the
Warrant Agent to the Company with respect to this Agreement shall be
addressed to The Walt Disney Company, 500 South Buena Vista Street, Burbank,
California 91521, Attention: Corporate Secretary (or such other address as
shall be specified in writing by the Warrant Agent or by the Company).
15
Section 7.7 GOVERNING LAW. THIS AGREEMENT AND EACH WARRANT CERTIFICATE
ISSUED HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW.
Section 7.8 DELIVERY OF PROSPECTUS. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus, appropriately supplemented,
relating to the Warrant Debt Securities (the "Prospectus"), and the Warrant
Agent agrees that, upon the exercise of any Warrant Certificate, the Warrant
Agent will deliver to the person designated to receive Warrant Debt
Securities, prior to or concurrently with the delivery of such Securities, a
Prospectus.
Section 7.9 OBTAINING OF GOVERNMENTAL APPROVALS. The Company will from
time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental
agencies and authorities and securities acts filings under United States
Federal and State laws (including, without limitation, to the extent
required, the maintenance of the effectiveness of a registration statement in
respect of the Warrant Debt Securities under the Securities Act of 1933, as
amended), which may be or become required in connection with the exercise of
the Warrant Certificates and the original issuance and delivery of the
Warrant Debt Securities.
Section 7.10 PERSONS HAVING RIGHTS UNDER WARRANT AGREEMENT. Nothing in
this Agreement expressed or implied and nothing that may be inferred from any
of the provisions hereof is intended, or shall be construed, to confer upon,
or give to, any person or corporation other than the Company, the Warrant
Agent and the Holders of the Warrant Certificates any right, remedy or claim
under or by reason of this Agreement or of any covenant, condition,
stipulation, promise or agreement hereof; and all covenants, conditions,
stipulations, promises and agreements contained in this Agreement shall be
for the sole and exclusive benefit of the Company and the Warrant Agent and
their successors and of the Holders of the Warrant Certificates.
Section 7.11 HEADINGS. The Article and Section headings herein and the
Table of Contents are for convenience of reference only and shall not affect
the construction hereof.
Section 7.11 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original;
but such counterparts shall together constitute but one and the same
instrument.
16
Section 7.12 INSPECTION OF AGREEMENT. A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of
the Warrant Agent [and at _______________] for inspection by the Holder of any
Warrant Certificate. The Warrant Agent may require such Holder to submit its
Warrant Certificate for inspection by it.
17
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, and their respective corporate seal to be hereunto affixed and
attested, all as of the day and year first above written.
THE WALT DISNEY COMPANY
By
-------------------------------------
[SEAL]
Attest:
------------------------
[NAME OF WARRANT AGENT]
By
-------------------------------------
[SEAL]
Attest:
---------------------
[Assistant Secretary]
18
EXHIBIT A
[FORM OF WARRANT CERTIFICATE]
[Face]
FORM OF LEGEND IF OFFERED [Prior to __________, this
DEBT SECURITIES WITH Warrant Certificate may be
WARRANTS WHICH ARE NOT transferred or exchanged
IMMEDIATELY DETACHABLE: if and only if the [Title
of Offered Debt Security]
to which it was initially
attached is so transferred
or exchanged.]
FORM OF LEGEND IF WARRANTS [Prior to ____________,
ARE NOT IMMEDIATELY Warrants evidenced by this
EXERCISABLE: Warrant Certificate cannot
be exercised.]
EXERCISABLE ONLY IF AUTHENTICATED BY THE WARRANT
AGENT AS PROVIDED HEREIN
VOID AFTER THE CLOSE OF BUSINESS ON _______, 19__
THE WALT DISNEY COMPANY
Warrant Certificate representing
Warrants to purchase
[Title of Warrant Debt Securities]
as described herein
-----------------------
No. _________ Warrants
This certifies that [the bearer is the] [_______________________ or
registered assigns is the registered] owner of the above indicated number of
Warrants, each Warrant entitling such [bearer [IF OFFERED DEBT SECURITIES AND
WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE --, subject to the bearer
qualifying as a "Holder" of this Warrant Certificate, as hereinafter defined]
[registered owner] to purchase, at any time [after the close of business on
_________, 19__, and] on or before the close of business on __________, 19__,
$_______ principal amount of [Title of Warrant Debt
A-1
Securities] (the "Warrant Debt Securities") of The Walt Disney Company (the
"Company"), issued or to be issued under the Indenture (as hereinafter
defined), on the following basis.* Complete and modify the following
provisions as appropriate to reflect the terms of the Warrants and the
Warrant Debt Securities. [During the period from ________, 19__ through and
including ________ 19__, each Warrant shall entitle the Holder thereof, subject
to the provisions of the Warrant Agreement (as defined below), to purchase from
the Company the principal amount of Warrant Debt Securities stated above in this
Warrant Certificate at the exercise price of ___% of the principal amount
thereof [plus accrued amortization, if any, of the original issue discount of
the Warrant Debt Securities] [plus accrued interest, if any, from the most
recent date from which interest shall have been paid on the Warrant Debt
Securities or, if no interest shall have been paid on the Warrant Debt
Securities, from __________, 19__]; [in each case, the original issue discount
($________ for each $1,000 principal amount of Warrant Debt Securities) will be
amortized at a ___% annual rate, computed on a[n] [semi-]annual basis[, using a
360-day year consisting of twelve 30-day months] [(the "Exercise Price")]. The
Holder of this Warrant Certificate may exercise the Warrants evidenced hereby,
in whole or in part, by surrendering this Warrant Certificate, with the
purchase form set forth hereon duly completed, accompanied [by payment in full,
in lawful money of the United States of America, [in cash or by certified check
or official bank check in New York Clearing House funds] [by bank wire transfer
in immediately available funds]] [by surrender of the [specified aggregate
principal amount of [identified securities]], the Exercise Price for each
Warrant exercised, to the Warrant Agent (as hereinafter defined), at the
corporate trust office of [name of Warrant Agent], or its successor as warrant
agent (the "Warrant Agent") [or at ________,] at the addresses specified on the
reverse hereof and upon compliance with and subject to the conditions set forth
herein and in the Warrant Agreement. This Warrant Certificate may be exercised
only for the purchase of Warrant Debt Securities in the principal amount of
[$1,000] or any integral multiple thereof.
The term "Holder" as used herein shall mean [IF OFFERED DEBT
SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- , prior to
___________, 19__ (the "Detachable Date"), the registered owner of the Company's
[title of Offered Debt Securities] to which such Warrant Certificate was
initially attached, and after such Detachable Date,] [the bearer of such Warrant
Certificate] [the person in whose name at the time such Warrant Certificate
shall be registered upon the books to be maintained by the Warrant Agent for
that purpose pursuant to Section 3.01 of the Warrant Agreement].
---------------------
* Complete and modify the following provisions as appropriate to reflect the
terms of the Warrants and the Warrant Debt Securities.
A-2
Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase Warrant Debt Securities in registered form. Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the [bearer] [registered owner] hereof a
new Warrant Certificate evidencing the number of Warrants remaining unexercised.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ____________, 19__ (the "Warrant Agreement"),
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the Holder of this Warrant Certificate consents by acceptance hereof.
Copies of the Warrant Agreement are on file at the above-mentioned office at the
Warrant Agent [and at ____________].
The Warrant Debt Securities to be issued and delivered upon the
exercise of warrants evidenced by this Warrant Certificate will be issued under
and in accordance with an Indenture (the "Indenture"), dated as of ___________,
___ between the Company and ______________________________________________, as
trustee (such trustee, and any successors to such trustee, the "Trustee") and
will be subject to the terms and provisions contained in the Warrant Debt
Securities and in the Indenture. Copies of the Indenture, including the form of
the Warrant Debt Securities, are on file at the corporate trust office of the
Trustee [and at ____________________].
[IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE -- Prior to ___________, 19__ (the "Detachable Date"), this Warrant
Certificate may be exchanged or transferred only together with the [title of
Offered Debt Security] (the "Offered Debt Security") to which this Warrant
Certificate was initially attached, and only for the purpose of effecting, or in
conjunction with, an exchange or transfer of such Offered Debt Security.
Additionally, on or prior to the Detachable Date each transfer of such Offered
Debt Security on the register of the Offered Debt Securities shall operate also
to transfer this Warrant Certificate. After the Detachable Date, this] [IF
OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR
WARRANTS ALONE -- This] Warrant Certificate, and all rights hereunder, may be
transferred [IF BEARER WARRANTS -- by delivery and the Company and the Warrant
Agent may treat the bearer hereof as the owner for all purposes] [IF REGISTERED
WARRANTS -- when surrendered at the corporate trust office of the Warrant Agent
[or ___________] by the registered owner or his assigns, in person or by an
attorney duly authorized in writing, in the manner and subject to the
limitations provided in the Warrant Agreement].
A - 3
[IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE -- Except as provided in the immediately preceding paragraph, after]
[IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR
WARRANTS ALONE -- After] authentication by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office at the Warrant Agent [or at
_______________] for Warrant Certificates representing the same aggregate number
of Warrants.
This Warrant Certificate shall not entitle the [bearer] [registered
owner] hereof to any of the rights of a [registered] [holder] of the Warrant
Debt Securities, including, without limitation, the right to receive payments of
principal (and premium, if any) or interest, if any, on the Warrant Debt
Securities or to enforce any of the covenants of the Indenture.
Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Warrant Certificate shall not be valid or obligatory for any
purpose until authenticated by the Warrant Agent.
A - 4
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.
Dated:_______________
THE WALT DISNEY COMPANY
By:
---------------------------
Attest:
-----------------------------
Certificate of Authentication
This is one of the Warrant Certificates referred to in the
within-mentioned Warrant Agreement.
-----------------------------
As Warrant Agent
By:
--------------------------
Authorized Signature
A - 5
[FORM OF WARRANT CERTIFICATE]
[REVERSE]
(Instructions for Exercise of Warrants)
To exercise any Warrants evidenced hereby, the Holder of this Warrant
Certificate must pay [in cash or by certified check or official bank check in
New York Clearing House funds or by bank wire transfer in immediately available
funds], the Exercise Price in full for each of the Warrants exercised, to
_______________, Corporate Trust Department, ______________, Attn: _____________
[or ________________], which payment should specify the name of the Holder of
this Warrant Certificate and the number of Warrants exercised by such Holder.
In addition, the Holder of this Warrant Certificate should complete the
information required below and present in person or mail by registered mail this
Warrant Certificate to the Warrant Agent at the addresses set forth below.
[FORM OF EXERCISE]
(To be executed upon exercise of Warrants.)
The undersigned hereby irrevocably elects to exercise ____ Warrants,
represented by this Warrant Certificate, to purchase $________ principal amount
of the [Title of Warrant Debt Securities] (the "Warrant Debt Securities") of The
Walt Disney Company and represents that he has tendered payment for such Warrant
Debt Securities [in cash or by certified check or official bank check in New
York Clearing House funds or by bank wire transfer in immediately available
funds] to the order of The Walt Disney Company, c/o Treasurer, in the amount of
$_________ in accordance with the terms hereof. The undersigned requests that
said principal amount of Warrant Debt Securities be in fully registered form, in
the authorized denominations, registered in such names and delivered, all as
specified in accordance with the instructions set forth below.
If said principal amount of Warrant Debt Securities is less than all
of the Warrant Debt Securities purchasable hereunder, the undersigned requests
that a new Warrant Certificate representing the remaining balance of the
Warrants evidenced hereby be issued and delivered to the undersigned unless
otherwise specified in the instructions below.
Dated:
A - 6
Name
--------------------------
--------------------------------
(Insert Social Security or Other Address
Identifying Number of Holder) -----------------------
-----------------------------
Signature
---------------------
[If registered warrant --
(Signature must conform in
all respects to name of
holder as specified on the
face of the Warrant
Certificate and must bear
a signature guarantee by a
bank, trust company or
member broker of the New
York, Chicago or Pacific
Stock Exchange.)]
This Warrant may be exercised at the following addresses:
By hand at
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
By mail at
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
(Instructions as to form and delivery of Warrant Debt Securities and/or Warrant
Certificates):
A - 7
[FORM OF ASSIGNMENT]
(TO BE EXECUTED TO TRANSFER THE WARRANT CERTIFICATE)
FOR VALUE RECEIVED ____________________ hereby sells, assigns and
transfers unto
-------------------------------------------------
(Please print name and
address including zip code)
Please insert social security or other
identifying number
______________________________
------------------------------------------------------------------------------
the right represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint ________________, Attorney, to transfer said
Warrant Certificate on the books of the Warrant Agent with full power of
substitution.
Dated:
--------------------------------------------
Signature
(Signature must conform in all respects
to name of holder as specified on the face
of this Warrant Certificate and must bear a
signature guarantee by a bank, trust company
or member broker of the New York, Chicago or
Pacific Stock Exchange)
Signature Guaranteed:
---------------------------------------
A - 8
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