Tribune Company, As Agent of and Successor By Merger to the Former the Times Mirror Company, Itself and its Consolidated Subsidiaries - Page 100

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               Participating Preferred Stock as to Quarterly Preferred                
               Dividend distributions or as to the Participating                      
               Preferred Liquidation Preference upon liquidation,                     
               winding up or dissolution or which do not specify their                
               rank with respect to the Participating Preferred Stock                 
               (collectively with the Common Stock, “Participating                    
               Junior Securities”) and (y) on a parity with the Voting                
               Preferred Stock and all other classes or series of                     
               stock of the corporation now or hereafter authorized,                  
               issued or outstanding that by their terms expressly                    
               provide that they will rank on parity with the Voting                  
               Preferred Stock as to the dividend distributions and                   
               distributions upon liquidation, winding up and                         
               dissolution of the corporation (collectively with the                  
               Voting Preferred Stock, “Preferred Parity Securities”)                 
               and (ii) with respect to the Participating Dividends                   
               (as defined below) and all other rights with respect to                
               distributions upon liquidation, winding up or                          
               dissolution, on a parity with the Common Stock.                        
                    (c) Quarterly Preferred Dividends.                                
                         (i) Amount of Quarterly Preferred Dividends.                 
               On the last business day of each March, June, September                
               and December in each calendar year (the “Preferred                     
               Dividend Accrual Date”), each holder of record as of                   
               the close of business on the Preferred Dividend Accrual                
               Date of shares of the Participating Preferred Stock as                 
               their names appear in the stock register of the                        
               corporation on such date shall become entitled to                      
               receive (when, as and if declared by the Board of                      
               Directors of the corporation) a dividend (the                          
               “Quarterly Preferred Dividend”) equal to one cent                      
               ($.01) per share (pro-rated for any portion of a full                  
               calendar quarter that such share shall have been issued                
               and outstanding).                                                      
                         *    *    *    *    *    *    *                              
                    (d) Restrictions on Participating Junior Payments.                
               So long as any shares of Participating Preferred Stock                 
               are outstanding, the corporation shall not (i) declare,                
               pay or set apart for payment any dividend on, or make                  
               any distribution in respect of, Participating Junior                   
               Securities or any warrants, rights, calls or options                   
               exercisable or convertible into any Participating                      
               Junior Securities, either directly or indirectly,                      
               whether in cash, obligations or shares of the                          





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