Tribune Company, As Agent of and Successor By Merger to the Former the Times Mirror Company, Itself and its Consolidated Subsidiaries - Page 90

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                    (a) Grant of Put Option.  Acquirors hereby grant                  
               to MB Parent an option, exercisable after June 30,                     
               2018, to require Acquirors to purchase, in the manner                  
               provided in Section 2(b), all, but not less than all,                  
               of the outstanding shares of the [MergerSub]                           
               Participating Preferred Stock, at a purchase price per                 
               share equal to the dollar amount derived from the                      
               EBITDA Formula.                                                        
                         *    *    *    *    *    *    *                              
                    Section 5.  Certain Additional Call Options.                      
                    (a) Grant of Call Option.  MB Parent hereby grants                
               to Acquirors an option, exercisable by Acquirors upon                  
               the occurrence of a Call Event (as defined * * * below)                
               to purchase in the manner provided in Section 5(c),                    
               all, but not less than all, of either or both of                       
               (i) the shares of [MergerSub] Voting Preferred Stock,                  
               at a purchase price per share equal to 100% of the                     
               Stated Value thereof on the date of purchase and                       
               (ii) the shares of [MergerSub] Participating Preferred                 
               Stock, at a purchase price per share equal to the                      
               dollar amount derived from the EBITDA Formula.                         
                    (b) Definition of Call Event.  For purposes of                    
               Section 5, a “Call Event” shall mean (i) that the Net                  
               Worth of Liberty Bell I, LLC is less than $275 million,                
               (ii) the insolvency, liquidation, bankruptcy, or any                   
               similar event, of MB Parent, (iii) any threatened or                   
               actual involuntary transfer or disposition by MB Parent                
               of any shares of Participating Preferred Stock, (iv)                   
               any threatened or actual involuntary transfer or                       
               disposition by MB Parent of any shares of Voting                       
               Preferred Stock or (v) any failure of Liberty Bell I,                  
               LLC (or a successor thereof) or its manager to make                    
               distributions contemplated by Section 15 of the Limited                
               Liability Company Agreement of Liberty Bell I, LLC                     
               dated as of July 28, 1998 * * *                                        
                         *    *    *    *    *    *    *                              
                    Section 6.  Drag-Along Rights.                                    
                    (a) The Drag-Along Right.  After June 30, 2003, if                
               Acquirors (together with any of their successors,                      
               transferees and assigns, the “Selling Shareholders”)                   
               propose to sell all of the shares of [MergerSub] Common                

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