Common use of Designation; Rank Clause in Contracts

Designation; Rank. This series of preferred stock shall be designated "6% Senior Preferred Stock," par value $.01 per share. The 6% Senior Preferred Stock will rank, upon liquidation, winding-up and dissolution, (i) senior to the Common Stock, the 9% Senior Preferred Stock, the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Mandatory Redeemable Preferred Stock and each other class of capital stock or series of preferred stock established by the Board the terms of which do not expressly provide that such class or series ranks on a parity with the 6% Senior Preferred Stock as to rights upon liquidation, winding-up and dissolution (collectively referred to as "Junior Securities"); (ii) on a parity with each other class of capital stock or series of preferred stock established by the Board the terms of which expressly provide that such class or series will rank on a parity with the 6% Senior Preferred Stock as to rights upon liquidation, winding-up and dissolution (collectively referred to as "Parity Securities"); and (iii) junior to each class of capital stock or series of preferred stock 20 established by the Board the terms of which expressly provide that such class or series will rank senior to the 6% Senior Preferred Stock (the "Senior Securities"). As of the date hereof, there are no Parity Securities or Senior Securities. With respect to dividends or distributions, the 6% Senior Preferred Stock will rank (i) senior to the Junior Securities and any other Junior Dividend Securities; (ii) on parity with the Parity Securities and any Parity Dividend Securities; and (iii) junior to the Senior Securities and any Senior Dividend Securities. The Company will have the right to issue shares of Junior Securities and Junior Dividend Securities without the approval or consent of the holders of 6% Senior Preferred Stock. The Company will not have the right to issue shares of Senior Securities, Parity Securities, Parity Dividend Securities or Senior Dividend Securities without the prior consent of at least a majority-in-interest of the holders of 6% Senior Preferred Stock.

Designation; Rank. This series of preferred stock shall be designated the "6% Senior Adjustable Rate Cumulative Preferred Stock," ", with a par value of $.01 per shareshare (the "AR Preferred Stock"). The 6% Senior AR Preferred Stock will rank, upon with respect to dividend rights and rights on liquidation, winding-up and dissolution, (i) senior to all classes of common stock of the Company, as they exist on the date hereof or as such stock may be constituted from time to time (the "Common Stock"), the 9% Senior Preferred Stock, the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Mandatory Redeemable Preferred Stock and each other class of capital stock or series of preferred stock established by the Board to the extent the terms of which such stock do not expressly provide that such class it ranks senior to or series ranks on a parity with the 6% Senior AR Preferred Stock as to dividend rights upon and rights on liquidation, winding-up and dissolution dissolution, including the Company's Series A Junior Preferred Stock, par value $.01 per share (collectively referred to as collectively, together with the Common Stock, the "Junior Securities"); (ii) on a parity with each other class of capital stock or series of preferred stock issued by the Company established by the Board to the extent the terms of which such stock expressly provide that such class or series it will rank on a parity with the 6% Senior AR Preferred Stock as to dividend rights upon and rights on liquidation, winding-up and dissolution (collectively referred to as collectively, the "Parity Securities"); and (iii) junior to each other class of capital stock or series of preferred stock 20 established by the Board to the extent the terms of which such stock expressly provide that such class or series it will rank senior to the 6% Senior AR Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution (collectively, the "Senior Securities"). As Shares of additional series of AR Preferred Stock may be issued from time to time by the Board of Directors, subject to limitations set forth in the Restated Certificate of Incorporation and the resolutions of the date hereofBoard of Directors providing for any such series, there are no Parity Securities or Senior Securities. With respect to dividends or distributions, which shall be mutually fixed by Tenneco Inc. and the 6% Senior Preferred Stock will rank (i) senior to the Junior Securities and any other Junior Dividend Securities; (ii) on parity with the Parity Securities and any Parity Dividend Securities; and (iii) junior to the Senior Securities and any Senior Dividend Securities. The Company will have the right to issue shares of Junior Securities and Junior Dividend Securities without the approval or consent of the holders of 6% Senior Preferred Stock. The Company will not have the right to issue shares of Senior Securities, Parity Securities, Parity Dividend Securities or Senior Dividend Securities without the prior consent of at least a majority-in-interest of the holders of 6% Senior Preferred StockCompany.

Designation; Rank. This An amount of shares of the Preferred Stock shall be ----------------- designated "Series A Convertible Preferred Stock" (the "Series A Preferred Stock"), par value $.0001 per share and the number of shares constituting such series shall be [$90,000,000 divided by price at which Subordinated Note is exchanged for Series A Preferred Stock pursuant to Section 8(b) of the Subordinated Convertible Promissory Note issued by Entravision Communications Company, L.L.C. to TSG Capital Fund III, L.P.]. The Series A Preferred Stock will rank junior, with respect to dividend rights and rights on liquidation, winding up and dissolution to other classes of series of preferred stock shall to be designated established by the Board of Directors of the Corporation if such preferred stock is not convertible to common stock or other securities convertible into common stock of the Corporation and the aggregate liquidation preference of such preferred stock (exclusive of accrued but unpaid dividends) is less than or equal to One Hundred Million Dollars ($100,000,000) or, in addition, to the extent such classes or series of preferred stock are issued in connection with a financial undertaking set forth in Section 3.3 of that certain Acquisition Agreement and Plan of Merger dated April 20, 2000 by and among the Corporation, Entravision Communications Company, L.L.C., Z-Spanish Media Corporation and other persons (the "6% Merger Agreement") (collectively, the "Senior Preferred Stock," par value $.01 per share"). The 6% Senior Series A Preferred Stock will rank, shall rank pari passu with respect to any Series B Redeemable Pay-in-Kind Preferred Stock issuable pursuant to the terms of the Merger Agreement (the "Series B Preferred Stock") with respect to dividend rights and rights upon liquidation, winding-up and dissolution, (i) senior to the Common Stock, the 9% Senior Preferred Stock, the . The Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Mandatory Redeemable Preferred Stock and each will rank senior to all other class of capital stock or series classes of preferred stock established by of the Board Corporation and the terms common stock of which do not expressly provide that such class or series ranks on a parity with the 6% Senior Preferred Stock as to rights upon liquidationCorporation (collectively, winding-up and dissolution (collectively referred to as "Junior Securities"); (ii) on a parity , with each other class of capital stock or series of preferred stock established by the Board the terms of which expressly provide that such class or series will rank on a parity with the 6% Senior Preferred Stock as respect to dividend rights and rights upon liquidation, winding-winding up and dissolution (collectively referred to as "Parity Securities"); and (iii) junior to each class of capital stock or series of preferred stock 20 established by the Board the terms of which expressly provide that such class or series will rank senior to the 6% Senior Preferred Stock (the "Senior Securities"). As of the date hereof, there are no Parity Securities or Senior Securities. With respect to dividends or distributions, the 6% Senior Preferred Stock will rank (i) senior to the Junior Securities and any other Junior Dividend Securities; (ii) on parity with the Parity Securities and any Parity Dividend Securities; and (iii) junior to the Senior Securities and any Senior Dividend Securities. The Company will have the right to issue shares of Junior Securities and Junior Dividend Securities without the approval or consent of the holders of 6% Senior Preferred Stock. The Company will not have the right to issue shares of Senior Securities, Parity Securities, Parity Dividend Securities or Senior Dividend Securities without the prior consent of at least a majority-in-interest of the holders of 6% Senior Preferred Stockdissolution,.