<PAGE>

                                                                   Exhibit 10.33

================================================================================

                            SHARE PURCHASE AGREEMENT

                                     BETWEEN

                                0744062 B.C. LTD.

                                       AND

                      GLACIER VENTURES INTERNATIONAL CORP.

                                       AND

                   HOLLINGER CANADIAN PUBLISHING HOLDINGS CO.

                                       AND

                          HOLLINGER INTERNATIONAL INC.

                                   MADE AS OF

                                JANUARY 11, 2006

                       SALE OF 3120574 NOVA SCOTIA COMPANY

================================================================================

                              MCCARTHY TETRAULT LLP
                       FARRIS, VAUGHAN, WILLS & MURPHY LLP

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                                TABLE OF CONTENTS

                            SHARE PURCHASE AGREEMENT

<TABLE>
<S>                                                                           <C>
ARTICLE 1 - INTERPRETATION.................................................    2
   1.01   Definitions......................................................    2
   1.02   Knowledge........................................................   15
   1.03   Headings.........................................................   15
   1.04   Extended Meanings................................................   15
   1.05   Accounting Principles............................................   16
   1.06   Currency.........................................................   16
   1.07   Schedules........................................................   16

ARTICLE 2 - PURCHASE AND SALE..............................................   16
   2.01   Purchase and Sale and Purchase Price.............................   16
   2.02   Adjustment of Purchase Price.....................................   18
   2.03   Escrow...........................................................   18
   2.04   Closing and Deliverables.........................................   20
   2.05   Hollinger International Guarantee................................   21
   2.06   Glacier Guarantee................................................   22
   2.07   Taxes............................................................   22

ARTICLE 3 - REPRESENTATIONS AND WARRANTIES.................................   22
   3.01   Vendor's Representations and Warranties..........................   22
   3.02   Survival of Vendor's and Hollinger International's
          Representations, Warranties and Covenants........................   32
   3.03   Purchaser's Representations and Warranties.......................   33
   3.04   Survival of Purchaser's Representations, Warranties and
          Covenants........................................................   33
   3.05   Investigations...................................................   34
   3.06   No Inducement or Reliance; Independent Assessment................   34
   3.07   Release..........................................................   34
   3.08   Kodiak and Real Estate Weekly....................................   34

ARTICLE 4 - COVENANTS RELATING TO CONDUCT OF BUSINESS......................   35
   4.01   Conduct of the Business Prior to Closing by Vendor...............   35
   4.02   Appropriate Action; Consents; Filings............................   37
   4.03   Preservation of Books and Records................................   38
   4.04   Tax Matters......................................................   40
   4.05   Mail; Payments...................................................   41
   4.06   Name Change of the Corporation...................................   42
   4.07   Release of Obligations...........................................   43
   4.08   Indemnity Cooperation Agreement..................................   43
   4.09   Employee Matters.................................................   44
   4.10   Glacier Pre-Closing Reorganization Steps.........................   45
   4.11   Hollinger Pre-Closing Reorganization Steps.......................   46
</TABLE>

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                                      -2-

<TABLE>
<S>                                                                           <C>
ARTICLE 5 - CONDITIONS.....................................................   46
   5.01   Conditions to Obligations of Each Party..........................   46
   5.02   Conditions for the Benefit of the Purchaser......................   47
   5.03   Conditions for the Benefit of the Vendor.........................   48

ARTICLE 6 - INDEMNIFICATION................................................   49
   6.01   Indemnification..................................................   49

ARTICLE 7 - SPECIAL INDEMNITIES............................................   55
   7.01   Publication Status Indemnity.....................................   55
   7.02   Special Committee Litigation Indemnity...........................   56
   7.03   CanWest Arbitration Indemnity....................................   56
   7.04   Excluded Employee Severance Payment Indemnity....................   57
   7.05   Litigation Indemnity.............................................   57
   7.06   HCNLP Securities Law Indemnity...................................   58
   7.07   Outstanding Indemnity Obligations Indemnity......................   58
   7.08   Glacier Securities Law Indemnity.................................   59
   7.09   Claims Process and Limits........................................   59

ARTICLE 8 - TERMINATION....................................................   59
   8.01   Termination......................................................   59
   8.02   Effect of Termination............................................   60

ARTICLE 9 - GENERAL........................................................   60
   9.01   Further Assurances...............................................   60
   9.02   Time of the Essence..............................................   60
   9.03   Commissions......................................................   60
   9.04   Confidentiality and Public Announcements.........................   60
   9.05   Benefit of the Agreement.........................................   61
   9.06   Entire Agreement.................................................   61
   9.07   Amendments and Waiver............................................   61
   9.08   Assignment.......................................................   61
   9.09   Notices..........................................................   61
   9.10   Severability.....................................................   64
   9.11   Parties in Interest..............................................   64
   9.12   Expenses.........................................................   64
   9.13   Governing Law; Attornment........................................   64
   9.14   Counterparts; Facsimile..........................................   65
   9.15   Waiver...........................................................   65
   9.16   Disclaimer.......................................................   65
   9.17   Waiver of Jury Trial.............................................   65
</TABLE>
<PAGE>

                            SHARE PURCHASE AGREEMENT

            THIS AGREEMENT made as of the 11th day of January, 2006;

BETWEEN:

                    0744062 B.C. LTD., a corporation
                    incorporated under the laws of British
                    Columbia (hereinafter referred to as the
                    "Purchaser"),

                                                              OF THE FIRST PART,

                                     - and -

                    GLACIER VENTURES INTERNATIONAL CORP., a
                    corporation governed by the laws of
                    Canada (hereinafter referred to as
                    "Glacier"),

                                                             OF THE SECOND PART,

                                     - and -

                    HOLLINGER CANADIAN PUBLISHING HOLDINGS
                    CO., an unlimited liability company
                    existing under the laws of Nova Scotia,
                    and any successor in interest thereto
                    (hereinafter referred to as the
                    "Vendor"),

                                                              OF THE THIRD PART,

                                     - and -

                    HOLLINGER INTERNATIONAL INC., a
                    corporation governed by the laws of the
                    State of Delaware (hereinafter referred
                    to as "Hollinger International"),

                                                             OF THE FOURTH PART.

     WHEREAS the Vendor is the beneficial and registered owner of the Shares,
being all of the issued and outstanding shares of 3120574 Nova Scotia Company, a
corporation incorporated under the laws of Nova Scotia as an unlimited liability
company (the "Corporation");

     AND WHEREAS the sole assets of the Corporation consist of: (i) 158,909,495
units of Hollinger Canadian Newspapers, Limited Partnership ("HCNLP"); (ii) 100
common shares of

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                                       -2-


Hollinger Canadian Newspapers G.P. Inc.; (iii) 10,000 Class A common shares and
400 Class B preferred shares of KCN Capital News Company; (iv) 100 common shares
of Eco Log Environmental Risk Information Services Ltd.; and (v) a beneficial
interest in certain real property;

     AND WHEREAS the Vendor desires to sell and the Purchaser desires to
purchase the Shares upon and subject to the terms and conditions hereinafter set
forth;

     NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
respective representations, warranties, covenants and agreements contained
herein, the parties hereto agree as follows:

                           ARTICLE 1 - INTERPRETATION

1.01 DEFINITIONS

     In this Agreement, unless something in the subject matter or context is
inconsistent therewith:

     (a)  "Advance Ruling Certificate" means an advance ruling certificate
          issued by the Commissioner of Competition pursuant to Section 102 of
          the Competition Act with respect to the transactions contemplated by
          this Agreement;

     (b)  "Affiliate", with respect to the relationship between two or more
          corporations, has the meaning attributed to "affiliated bodies
          corporate" under the Canada Business Corporations Act as of the date
          of this Agreement and, with respect to the relationship between two or
          more Persons any of which is not a corporation, a Person is deemed to
          be an Affiliate of another Person if one of them is Controlled by the
          other or if both are Controlled by the same Person, and "Affiliated"
          has a corresponding meaning;

     (c)  "Agreement" means this agreement and all amendments made hereto by
          written agreement between the Vendor, Hollinger International, Glacier
          and the Purchaser;

     (d)  "Ancillary Agreements" means the Indemnity Cooperation Agreement, the
          Non-Competition Agreement and the Pension and Benefits Agreement;

     (e)  "Applicable Law" means:

          (i)  any domestic or foreign statute, law (including common and civil
               law), code, ordinance, rule, regulation, restriction or by-law
               (zoning or otherwise); or

          (ii) any judgment, order, writ, injunction, decision, ruling, decree
               or award;

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                                       -3-


               of any Governmental Entity, statutory body (including stock
               exchange) or self-regulatory authority, to the extent only that
               the same is legally binding on the Person referred to in the
               context in which the term is used;

          (f)  "Authorization" means any permit, licence, approval or similar
               authorization of any Governmental Entity;

          (g)  "Benefit Plan" means all bonus, deferred compensation, incentive
               compensation, share purchase, share option, share appreciation,
               phantom share, savings, profit sharing, severance or termination
               pay, health, dental or other medical, life, disability or other
               insurance (whether insured or self-insured), mortgage insurance,
               employee loan, employee assistance, supplementary unemployment
               benefit, pension, retirement, supplementary retirement, plan,
               program and every other benefit plan, program, agreement,
               arrangement or practice (whether written or unwritten) maintained
               or contributed to for the benefit of any of the Business
               Employees, former employees or their respective dependants or
               beneficiaries, but excluding the Canada Pension Plan, the Quebec
               Pension Plan, any health or drug plan established and
               administered by a Province and workers' compensation insurance
               provided by federal or provincial legislation or a comparable
               program established and administered outside Canada;

          (h)  "Books and Records" means all books, records, files and papers of
               the Corporation and the Subsidiaries, including computer manuals,
               computer data, financial and Tax working papers, financial and
               Tax books and records, business reports, business plans and
               projections, sales and advertising materials, sales and purchases
               records and correspondence, trade association files, research and
               development records, lists of present and former customers and
               suppliers, personnel and employment records (including Benefit
               Plan records), minute and share certificate books, and all copies
               and recordings of the foregoing;

          (i)  "Business" means the business of newspaper publication and
               delivery, commercial printing, magazine publishing, operation of
               related websites, provision of data and other business
               information, business directories and related information
               services as currently carried on by the Subsidiaries;

          (j)  "Business Employees" means all employees of the Subsidiaries
               including Glacier Disabled Employees but excluding Hollinger
               Disabled Employees;

          (k)  "Business Day" means a day other than a Saturday, Sunday or
               statutory holiday in Ontario;

          (l)  "Canadian Securities Laws" is defined in Section 7.06;

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                                       -4-


          (m)  "CanWest" means CanWest Global Communications Corp.;

          (n)  "CanWest Agreement" means the Transaction Agreement dated July
               30, 2000 and the Transaction Amending Agreement dated November
               15, 2000 between CanWest and Hollinger International and related
               parties relating to the sale by Hollinger International, HCNLP
               and others to CanWest of certain newspaper and related
               businesses;

          (o)  "CanWest Arbitration" means the arbitration proceedings involving
               Hollinger International and related entities and CanWest that
               were initiated to determine amounts due to or payable by
               Hollinger International, Southam Inc., HCNLP and HCN Publications
               Company by and to CanWest including those related to the sale by
               Hollinger International and related entities to CanWest of
               certain newspaper and related businesses pursuant to the CanWest
               Agreement;

          (p)  "CanWest Arbitration Indemnity" is defined in Section 7.03;

          (q)  "Cash" means, collectively, HCNLP Cash and Non-HCNLP Cash;

          (r)  "Cash Deficit" is defined in Section 2.02(1);

          (s)  "Closing" means the closing of the purchase and sale of the
               Shares and Real Estate Company Shares contemplated by this
               Agreement;

          (t)  "Closing Date" is defined in Section 2.04(1);

          (u)  "Closing Payment" means the Purchase Price less the Escrow
               Amount;

          (v)  "Competition Act" means the Competition Act (Canada);

          (w)  "Competition Act Compliance" means:

               (i)  the issuance of an Advance Ruling Certificate;

               (ii)  the Purchaser and the Vendor have given the notice required
                     under section 114 of the Competition Act with respect to
                     the transactions contemplated by this Agreement and the
                     applicable waiting period under section 123 of the
                     Competition Act has expired or been waived in accordance
                     with the Act; or

               (iii) the obligation to give the requisite notice has been waived
                     pursuant to subsection 113(c) of the Competition Act;

               and, in the case of (ii) and (iii), the Commissioner of
               Competition advising the Purchaser, in writing, on terms
               satisfactory to the Purchaser and the Vendor, acting reasonably,
               that the Commissioner of Competition is of the view that there
               are not sufficient grounds to initiate proceedings

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                                       -5-


               before the Competition Tribunal under the merger provisions of
               the Competition Act with respect to the transactions contemplated
               by this Agreement;

          (x)  "Commissioner of Competition" means the Commissioner of
               Competition appointed pursuant to the Competition Act;

          (y)  "Consent" is defined in Section 4.02(1);

          (z)  "Contract" means any agreement, contract, indenture, lease, deed
               of trust, option or other legally binding commitment or
               obligation in the nature of a contract, whether oral or written,
               for which there are continuing rights or obligations;

          (aa) "Control", with respect to the relationship with a Person, means:

               (i)  if that Person is a corporation, the holding (other than by
                    way of security) of Equity Securities of that Person to
                    which are attached more than 50% of the votes that may be
                    cast for the election of directors and those votes are
                    sufficient, if exercised, to elect a majority of the board
                    of directors;

               (ii) the right, directly or indirectly, to direct or cause the
                    direction of the management of the affairs of that Person,
                    whether by ownership of Equity Securities, by Contract or
                    otherwise; or

               (iii) if that Person is a limited partnership, being the general
                    partner or controlling the general partner within the
                    meaning of paragraph (i) or (ii).

               and "Controls" and "Controlled" have corresponding meanings;

          (bb) "Cooperating Subsidiaries" is defined in Section 4.08;

          (cc) "Corporation" means 3120574 Nova Scotia Company, a corporation
               incorporated under the laws of Nova Scotia as an unlimited
               liability company;

          (dd) "Deductible" is defined in Section 6.01(3);

          (ee) "Deficit" is defined in Section 2.02(1);

          (ff) "Disclosure Letter" means the disclosure letter of the Vendor to
               be delivered to the Purchaser hereunder;

          (gg) "Dormant Subsidiaries" means East Kootenay Newspapers Ltd., Peace
               River Block News Ltd., Sterling Publishers Ltd., Alaska Highway
               Publications Ltd., Trail Times Limited, News Publishing Company

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                                       -6-


               Limited, XS FrasPub (1999) Ltd., 626488 B.C. Ltd., CHMM Inc. and
               1496505 Ontario Limited;

          (hh) "Eco Log" means Eco Log Environmental Risk Information Services
               Ltd.;

          (ii) "Encumbrance" means any lien, pledge, charge, claim, security
               interest, contingent sale or title retention agreement, option,
               deed of trust, mortgage, conditional sales agreement, right of
               first refusal or other right of a third party substantially
               equivalent thereto;

          (jj) "End Date" is defined in Section 8.01(2);

          (kk) "Environmental Laws" means all applicable federal, provincial,
               state, local and foreign laws, imposing liability or standards of
               conduct for or relating to the regulation of activities,
               materials, substances or wastes in connection with or for or to
               the protection of human health, safety, the environment or
               natural resources (including ambient air, surface water,
               groundwater, wetlands, land surface or subsurface strata,
               wildlife, aquatic species and vegetation) and under common law;

          (ll) "Environmental Liabilities" means, with respect to any Person,
               all liabilities, obligations, responsibilities, response,
               remedial and removal costs, investigation costs, capital costs,
               operation and maintenance costs, losses, damages, property
               damages, natural resource damages, costs and expenses, fines,
               penalties and sanctions incurred as a result of or related to any
               claim, suit, action, administrative order, investigation,
               proceeding or demand by any Person, whether based in contract,
               tort, implied or express warranty, strict liability, criminal or
               civil statute or common law, relating to any environmental matter
               arising under or related to any Environmental Laws, Environmental
               Permits, or in connection with any Release or threatened Release
               or presence of a Hazardous Material whether on, at, in, under,
               from or about or in the vicinity of any real or personal
               property;

          (mm) "Environmental Permits" means all permits, licenses, written
               authorizations, certificates, approvals, program participation
               requirements, sign-offs or registrations required by or available
               with or from any Governmental Entity under any Environmental
               Laws;

          (nn) "Equity Securities" means any shares of a corporation,
               partnership units or interests or similar securities;

          (oo) "Escrow Agent" is defined in Section 2.03(1);

          (pp) "Escrow Amount" is defined in Section 2.03(1);

          (qq) "Excess Cash" is defined in Section 2.02(2);

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                                       -7-


          (rr) "Excluded Employee Severance Payment Indemnity" is defined in
               Section 7.04;

          (ss) "Excluded Employee Severance Payments" means payments made by the
               Purchaser, the Corporation or any Subsidiary, as the case may be,
               to the Excluded Employees for severance pay, termination pay or
               pay in lieu of notice of termination as set out in the Disclosure
               Letter in relation to the termination of the employment of any of
               the Excluded Employees by the Purchaser, the Corporation or any
               Subsidiary, as the case may be, without cause at any time during
               the forty-five (45) day period following the Closing Date for
               which the Purchaser is eligible to be indemnified by the Vendor
               in accordance with and subject to Section 7.04;

          (tt) "Excluded Employees" means the Business Employees referenced in
               the Disclosure Letter;

          (uu) "Expert" is defined in Section 2.01(6);

          (vv) "Filing" is defined in Section 4.02(1);

          (ww) "Final Statements" is defined in Section 2.01(3);

          (xx) "Financial Statements" is defined in Section 3.01(1)(p);

          (yy) "Funding Determination" means a determination made by the
               Government of Canada that any Subsidiary is required to repay to
               the Government of Canada the amount of any Government of Canada
               Funding, only to the extent that such Government of Canada
               Funding was received prior to the Time of Closing and relates to
               a period ending on or prior to the Time of Closing and only to
               the extent that any Subsidiary is, at any time, required by the
               Government of Canada to repay such amount because the
               publications to which the funding relates were determined not to
               meet the relevant Canadian ownership and control requirements
               during such period;

          (zz) "GAAP" means generally accepted accounting principles in Canada,
               applicable as of date hereof and, in respect of the financial
               statements of any Person, applied on a basis consistent with
               those applied in previous periods of such Person unless otherwise
               required under GAAP;

         (aaa) "Glacier Disabled Employees" is defined in the Pension and
               Benefits Agreement;

         (bbb) "Glacier Pre-Closing Reorganization Steps" mean the transactions
               referred to in Schedule 4.10;

         (ccc) "Glacier Securities Law Indemnity" is defined in Section 7.08;

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                                       -8-


         (ddd) "Government of Canada Funding" means financial support that has
               been provided by the Government of Canada to any Subsidiary
               pursuant to the Department of Canadian Heritage's Canada Magazine
               Fund or Publications Assistance Program;

         (eee) "Governmental Entity" means any domestic or foreign government,
               whether federal, provincial, state, territorial, local, regional,
               municipal, or other political jurisdiction, and any agency,
               authority, instrumentality, court, tribunal, board, commission,
               bureau, arbitrator, arbitration tribunal or other tribunal, or
               any quasi-governmental or other entity, insofar as it exercises a
               legislative, judicial, regulatory, administrative, expropriation
               or taxing power or function of or pertaining to government, as
               well as any stock exchange;

         (fff) "Hazardous Material" means any substance, material or waste
               which is regulated by, or forms the basis of liability under, any
               Environmental Laws, including any material or substance which is
               defined as a "solid waste", "hazardous waste", "hazardous
               material", "hazardous substance", "dangerous good", "extremely
               hazardous waste", "restricted hazardous waste", "pollutant",
               "contaminant", "hazardous constituent", "special waste", "toxic
               substance" or other similar term or phrase under any
               Environmental Laws, or petroleum or any fraction or by-product
               thereof, asbestos, substances used for dry-cleaning and the waste
               and breakdown products thereof, polychlorinated biphenyls
               (PCB's), or any radioactive substance

         (ggg) "HCPH" means HCPH Canadian Newspaper Holding Co., and any
               successor in interest thereto;

         (hhh) "HCN GP" means Hollinger Canadian Newspapers G.P. Inc., the
               general partner of HCNLP;

         (iii) "HCNLP" means Hollinger Canadian Newspapers, Limited
               Partnership;

         (jjj) "HCNLP Agreement" means the Limited Partnership Agreement dated
               as of April 28, 1999 governing HCNLP;

         (kkk) "HCNLP Cash" means cash in the bank accounts of HCNLP, HCN
               Publications Company and 3050944 Nova Scotia ULC at the Time of
               Closing net of any claims for outstanding cheques;

         (lll) "HCNLP Securities Law Indemnity" is defined in Section 7.06;

         (mmm) "HCNLP Units" means the units of HCNLP;

         (nnn) "Hollinger Disabled Employees" is defined in the Pension and
               Benefits Agreement;

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                                       -9-


         (ooo) "Hollinger Pre-Closing Reorganization Steps" mean the
               transactions referred to in Schedule 4.11;

         (ppp) "Income", of a Person in respect of any period, means the income
               of the Person as determined for purposes of the ITA for such
               period;

         (qqq) "Included Employees" means the Business Employees referenced in
               the Disclosure Letter;

         (rrr) "Indemnification Event" means an event, occurrence or state of
               affairs for which a Party is entitled to be indemnified
               hereunder;

         (sss) "Indemnification Notice" means a written notice in reasonable
               detail delivered by the Vendor to the Purchaser, or by the
               Purchaser to the Vendor, as applicable, stating a demand for
               indemnification in accordance with Section 6.01 or in connection
               with the Special Indemnities;

         (ttt) "Indemnified Party" is defined in Section 6.01(7);

         (uuu) "Indemnifying Party" is defined in Section 6.01(7);

         (vvv) "Indemnity Cooperation Agreement" is defined in Section 4.08;

         (www) "Insurance Benefits" is defined in Section 6.01(10);

         (xxx) "Intellectual Property" means: (i) any trade marks, trade names,
               business names, brand names, mastheads, service marks, computer
               software, computer programs, copyrights and works of authorship,
               designs, inventions, patents, franchises, formulae, processes,
               know-how, technology; (ii) any issued patents or analogous
               rights; and (iii) any other intellectual or industrial property;

         (yyy) "Intercompany Indebtedness" means any indebtedness by, from or
               between on the one hand any of the Corporation, the Subsidiaries
               or the Real Estate Companies, and on the other hand Hollinger
               International and any Affiliate, including the Vendor, but
               excluding the Corporation, the Subsidiaries or the Real Estate
               Companies;

         (zzz) "ITA" means the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.)
               c. 1, and the regulations promulgated thereunder, as amended from
               time to time;

        (aaaa) "KCN" means KCN Capital News Company;

        (bbbb) "Kodiak" means the operations carried on by HCN Publications
               Company known as Kodiak Press, located at 3355 Grandview Highway,
               Vancouver, British Columbia;

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                                      -10-


        (cccc) "Leases" is defined in Section 3.01(1)(dd);

        (dddd) "Litigation" is defined in Section 7.05;

        (eeee) "Litigation Indemnity" is defined in Section 7.05;

        (ffff) "Losses" means any and all financial losses, damages,
               liabilities, obligations, penalties, encumbrances, assessments,
               costs and expenses sustained, suffered or incurred by the Party
               seeking indemnification as a direct result of any Indemnification
               Event; provided, however, that Losses shall not include any
               indirect or consequential or punitive losses or damages
               (including, for greater certainty, any Taxes payable by the
               Indemnified Party as a consequence of the receipt of an amount
               pursuant to Article 6 or 7 hereof), lost profits or lost revenue
               and further provided that a Loss shall not be deemed an indirect
               loss solely because the Loss is incurred by the Purchaser through
               a diminution in the value of its direct or indirect investment in
               a Subsidiary or in any Person who becomes a successor in interest
               to such Subsidiary;

        (gggg) "Material Adverse Change" or "Material Adverse Effect" means
               any change or effect, excluding a general change in political,
               economic or social conditions or a change in market conditions
               applicable to the Business and similar businesses, that has or
               could reasonably be expected to have a material and adverse
               effect on the business, assets or financial condition of the
               Subsidiaries and the Real Estate Companies, taken as a whole, and
               "Materially Adversely Effect" has a corresponding meaning;

        (hhhh) "Material Contract" means a written Contract that would
               reasonably be expected to result in annual revenues or
               expenditures of $150,000 or more, except contracts in relation to
               commercially available off-the-shelf-software;

        (iiii) "Non-Competition Agreement" means the non-competition agreement
               to be entered into at Closing among Hollinger International, the
               Vendor, the Purchaser and the Subsidiaries in the form agreed by
               the relevant parties;

        (jjjj) "Non-HCNLP Cash" means cash in the bank accounts of
               Subsidiaries other than HCNLP, 3050944 Nova Scotia ULC and HCN
               Publications Company at the Time of Closing net of any claims for
               any outstanding cheques;

        (kkkk) "Ordinary Course" means, with respect to an action taken by a
               Person, that the action is consistent with the past practices of
               the Person and is taken in the normal day-to-day operations of
               the Person and, with respect to Hollinger International and any
               subsidiary of Hollinger

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                                      -11-


               International including the Subsidiaries (other than the
               Corporation), since January 17, 2004;

        (llll) "Outstanding Indemnity Obligations" means the obligations of
               Hollinger International and related parties owing to CanWest
               under the CanWest Agreement related solely to environmental
               liabilities under representations and warranties and indemnities
               contained therein;

        (mmmm) "Outstanding Indemnity Obligations Indemnity" is defined in
               Section 7.07;

        (nnnn) "Owned Properties" is defined in Section 3.01(1)(ee);

        (oooo) "Party" means the Vendor, Hollinger International, Glacier or
               the Purchaser, as the case may be;

        (pppp) "Pension and Benefits Agreement" means the agreement in respect
               of pension and employee benefit matters in the form set out in
               Schedule 1.01(pppp) among the Vendor, Glacier, the Purchaser and
               Hollinger International;

        (qqqq) "Permitted Encumbrance" means:

               (i)  servitudes, easements, restrictions, rights-of-way and other
                    similar rights in real property or any interest therein,
                    provided that those servitudes, easements, restrictions,
                    rights-of-way and other similar rights are not of such a
                    nature as to materially, individually or in the aggregate,
                    adversely affect the use by the Subsidiaries of the property
                    subject thereto;

               (ii) Encumbrances in respect of Taxes the validity of which is
                    being contested in good faith by appropriate proceedings or
                    Encumbrances in respect of Taxes not yet due and payable
                    incurred in the Ordinary Course;

              (iii) security given in the Ordinary Course to any public utility
                    or Government Entity in connection with the operations of
                    the Business, other than security for borrowed money,
                    provided that such security does not materially detract from
                    the value of the property concerned or materially impair its
                    use in the operation of the Business;

               (iv) the reservations, limitations, provisos and conditions
                    contained in any original grants from the Crown of any real
                    property or interest therein and statutory exceptions to
                    title that do not materially detract from the value of the
                    real property concerned or materially impair its use in the
                    operation of the Business; and

<PAGE>

                                      -12-


               (v)  minor imperfections of title and the Permitted Encumbrances
                    described in Schedule 1.01(qqqq);

               (vi) subdivision agreements, site plan control agreements,
                    servicing or industrial agreements, utility agreements,
                    airport zoning regulations and other similar agreements with
                    governmental authorities or private or public utilities;

              (vii) restrictive covenants, private deed restrictions and other
                    land use control agreements;

             (viii) all unregistered easements and other unregistered rights
                    in favour of public or private utilities;

               (ix) any right of expropriation conferred by any statute of
                    Canada or any Province; and

               (x)  any discrepancies, encroachments, unregistered easements,
                    by-law violations and/or violations of registered
                    restrictions/agreements which an up-to-date survey of the
                    Owned Properties might reveal.

        (rrrr) "Person" means an individual, corporation, partnership, joint
               venture, trust, limited liability company, unincorporated
               organization or other entity, or a Governmental Entity;

        (ssss) "Prime Rate" means the annual variable rate of interest quoted
               or published from time to time by Canadian Imperial Bank of
               Commerce (Main Branch) at its main branch in Toronto, Ontario as
               the "prime rate" of interest charged by it for Canadian dollar
               commercial loans made in Canada and for the purposes of this
               Agreement the "Prime Rate" shall vary, upwards or downwards, as
               the case may be, at the same time and in the same amount as the
               said "prime rate" so varies;

        (tttt) "Publication Status Indemnity" is defined in Section 7.01;

        (uuuu) "Purchase Price" is defined in Section 2.01(1);

        (vvvv) "Real Estate Companies" means 446065 B.C. Ltd. and 634854 B.C.
               Ltd.;

        (wwww) "Real Estate Company Shares " means all of the issued and
               outstanding shares of each of the Real Estate Companies;

        (xxxx) "Reference Balance Sheet" means the unaudited consolidated
               balance sheet of HCNLP as at September 30, 2005;

        (yyyy) "Reference Balance Sheet Date" means September 30, 2005;

<PAGE>

                                      -13-


        (zzzz) "Release" means any release, threatened release, spill,
               emission, leaking, pumping, pouring, emitting, emptying, escape,
               injection, deposit, disposal, discharge, dispersal, dumping,
               leaching or migration of Hazardous Material in the indoor or
               outdoor environment, including the movement of Hazardous Material
               through or in the air, soil, surface water, ground water or
               property;

       (aaaaa) "Release Agreement" is defined in Section 4.07;

       (bbbbb) "Representation and Warranty Losses" is defined in Section
               6.01(3);

       (ccccc) "Representatives", with respect to a Party, means its
               directors, officers, employees, auditors, agents and other
               representatives and advisors;

       (ddddd) "Restricted Entities" is defined in Section 4.01(1);

       (eeeee) "Safe Income" means the income earned or realized by a
               Subsidiary for purposes of section 55 of the ITA for the period
               ending at the safe-income determination time, as defined in
               subsection 55(1) of the ITA, for the series of transactions that
               includes the purchase of the Shares under this Agreement;

       (fffff) "Section 19 Claim" means any claim, action, suit or proceeding
               or other demand, whether at law or in equity, brought before a
               court and asserted against any Subsidiary, or a Person affiliated
               with the Purchaser which has acquired a right to publish a
               newspaper from the Subsidiary, and: (i) arising solely from a
               Section 19 Reassessment in respect of a Person, to the extent
               that such Section 19 Reassessment relates to expenses incurred by
               the Person prior to the Time of Closing; or (ii) arising from
               damages suffered by a Person who publishes a newspaper in a
               market in Canada, to the extent that such damages arose as a
               direct result of the failure of a newspaper produced or published
               by such Subsidiary to qualify as a Canadian newspaper, as defined
               in subsection 19(5) of the ITA or an analogous provision of a
               provincial taxing statute, during any period ending prior to the
               Time of Closing;

       (ggggg) "Section 19 Reassessment" means, in respect of a Person, an
               assessment or a reassessment issued to the Person by the Canada
               Revenue Agency or provincial taxing authority, solely on the
               basis of subsection 19(1) of the ITA or an analogous provision of
               a provincial taxing statute, from which no appeal lies
               disallowing a deduction claimed by the Person for expenses
               incurred for advertising space in an issue of a newspaper
               produced and published by a Subsidiary or its predecessor;

       (hhhhh) "Shares" means all of the issued and outstanding common shares
               of the Corporation;

<PAGE>

                                      -14-


       (iiiii) "Special Committee Litigation" means any and all claims,
               proceedings, actions, causes of action and court processes at any
               time arising out of or in connection with, directly or
               indirectly, matters raised by the Special Committee Report
               whenever made including, without limitation, the proceedings
               identified on Schedule 1.01(iiiii);

       (jjjjj) "Special Committee Indemnity" is defined in Section 7.02;

       (kkkkk) "Special Committee Report" means the Report of the Special
               Committee of the Board of Directors of Hollinger International
               filed with the U.S. District Court for the Northern District of
               Illinois on August 30, 2004 as corrected by an errata sheet dated
               November 1, 2004;

       (lllll) "Special Indemnities" mean the CanWest Arbitration Indemnity,
               the Excluded Employee Severance Payment Indemnity, the
               Publication Status Indemnity, the Litigation Indemnity, the
               Special Committee Indemnity, the Outstanding Indemnity
               Obligations Indemnity, the Glacier Securities Law Indemnity and
               the HCNLP Securities Law Indemnity;

       (mmmmm) "Subsidiaries" means, collectively, HCNLP, HCN GP, HCN
               Publications Company, Eco Log, KCN and 3050944 Nova Scotia ULC;

       (nnnnn) "Tax" or "Taxes" means all taxes, charges, fees, levies,
               imposts and other assessments, including all income, sales, use,
               goods and services, value added, capital, capital gains,
               alternative, net worth, transfer, profits, withholding, payroll,
               employer health, excise, franchise, real property and personal
               property taxes, levies and/or any other taxes, customs duties,
               fees, assessments, royalties, duties, deductions, compulsory
               loans or similar charges in the nature of a tax, including Canada
               Pension Plan and provincial pension plan contributions,
               employment insurance payments and workers compensation premiums,
               together with any installments, and any interest, fines and
               penalties, imposed by any governmental authority (including
               federal, state, provincial, municipal and foreign governmental
               authorities), whether disputed or not;

       (ooooo) "Tax Returns" means any return, declaration, report, schedule
               or information statement with respect to Taxes required to be
               filed with the Canada Revenue Agency or any other Governmental
               Entity;

       (ppppp) "Time of Closing" means 9:00 a.m. (Vancouver time) on the
               Closing Date;

       (qqqqq) "Units" means HCNLP Units;

       (rrrrr) "Vendor Marks" is defined in Section 4.06;

<PAGE>

                                      -15-


       (sssss) "Vendor Obligations" is defined in Section 4.07;

       (ttttt) Working Capital" means current assets, excluding Cash and
               excluding any receivable from CanWest with respect to the CanWest
               Arbitration, other than any receivable of Kodiak from CanWest in
               the Ordinary Course and any inter-company receivables, less
               current liabilities including any Taxes payable by the
               Corporation in respect of income allocable to it by HCNLP as a
               consequence of distributions made by HCNLP to the Corporation
               prior to the Time of Closing but excluding: (i) any liability
               under the CanWest Arbitration; (ii) Taxes arising from, or in any
               way related to, the implementation of the Glacier Pre-Closing
               Reorganization Transactions; (iii) the current portion of long
               term debt and any Intercompany Indebtedness, adjusted for
               minority interests, of the Corporation on a consolidated basis
               determined as of the Closing Date; (iv) accrued expenses for
               audit fees for 2003 and 2004; and (v) accrual for the Kodiak
               lease termination, determined all in accordance with GAAP; and

       (uuuuu) "Year End Financial Statements" is defined in Section
               3.01(1)(q).

1.02 KNOWLEDGE

     (1) Any reference to "of which the Vendor is aware", "knowledge of the
Vendor" or to phrases of similar import shall mean only the actual knowledge of
Gordon Paris, James Van Horn, David Dodd, Bruce Creighton, Peter Lane, Tom Kram,
Gary Smagala, Jim Fabro, Mike Krupa and Sarah Strother.

     (2) Any reference to "of which the Purchaser is aware", "knowledge of the
Purchaser" or to phrases of similar import shall mean only the actual knowledge
of Jonathon Kennedy, Orest Smysnuik and Bruce Aunger.

1.03 HEADINGS

     The division of this Agreement into Articles and Sections and the insertion
of headings are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement. The terms "this Agreement",
"hereof", "hereunder" and similar expressions refer to this Agreement and not to
any particular Article, Section or other portion hereof and include any
agreement supplemental hereto. Unless something in the subject matter or context
is inconsistent therewith, references herein to Articles and Sections are to
Articles and Sections of this Agreement.

1.04 EXTENDED MEANINGS

     In this Agreement words importing the singular number only shall include
the plural and vice versa, words importing the masculine gender shall include
the feminine and neuter genders and vice versa and words importing persons shall
include individuals, partnerships, associations, trusts, unincorporated
organizations and corporations.

<PAGE>

                                      -16-


1.05 ACCOUNTING PRINCIPLES

     Wherever in this Agreement reference is made to a calculation to be made in
accordance with generally accepted accounting principles, such reference shall
be deemed to be to GAAP.

1.06 CURRENCY

     All references to currency herein are to lawful money of Canada.

1.07 SCHEDULES

     The following are the Schedules annexed hereto and incorporated by
reference and deemed to be part hereof:

Schedule 1.01(pppp)  - Pension and Benefits Agreement;
Schedule 1.01(qqqq)  - Permitted Encumbrances;
Schedule 1.01(iiiii) - Special Committee Litigation;
Schedule 2.04(2)(j)  - Encumbrances to be Released
Schedule 3.01(1)(m)  - Information on Corporation and Subsidiaries;
Schedule 3.01(1)(p)  - Financial Statements;
Schedule 3.01(1)(q)  - Year End Financial Statements;
Schedule 3.01(1)(v)  - Material Contracts;
Schedule 3.01(1)(dd) - Real Estate Leases;
Schedule 3.01(1)(ee) - Owned Real Estate;
Schedule 4.08        - Indemnity Cooperation Agreement;
Schedule 4.10        - Glacier Pre-Closing Reorganization Steps;
Schedule 4.11        - Hollinger Pre-Closing Reorganization Steps;
Schedule 5.01(1)(c)  - Consents and Filings; and
Schedule 7.05        - Litigation.

                          ARTICLE 2 - PURCHASE AND SALE

2.01 PURCHASE AND SALE AND PURCHASE PRICE

     (1) Upon and subject to the terms and conditions contained herein and the
adjustment as herein set forth, the Vendor shall, at the Time of Closing, sell
the Shares and the Real Estate Company Shares to the Purchaser and the Purchaser
shall purchase the Shares and the Real Estate Company Shares from the Vendor for
a total purchase price of $121,686,979 (hereinafter referred to as the "Purchase
Price") allocated as follows:

          (a)  $117,021,976 in respect of the HCNLP Units held by the
               Corporation;

          (b)  $1.00 in respect of the shares of HCN GP held by the Corporation;

          (c)  $4,049,000 in respect of the shares of Eco Log held by the
               Corporation;

<PAGE>

                                      -17-


          (d)  $1.00 in respect of the shares of KCN held by the Corporation;

          (e)  $1.00 in respect of the Real Estate Company Shares;

          (f)  $1,000 in respect of the Non-Competition Agreement; and

          (g)  $615,000 in respect of the real estate assets beneficially owned
               by the Corporation.

     (2) The Purchase Price shall be paid and satisfied by the Purchaser at the
Time of Closing by wire transfer of immediately available funds to an account or
accounts specified by the Vendor.

     (3) Within ninety (90) days following the Closing Date, the Purchaser shall
deliver to the Vendor unaudited consolidated financial statements of the
Corporation as of the Closing Date prepared by the Purchaser's auditors in
accordance with GAAP and including notes thereon, and a statement of Working
Capital and a statement of Cash, which shall reflect HCNLP Cash and Non-HCNLP
Cash separately (collectively, the "Final Statements"), prepared in accordance
with GAAP. The cost of the preparation of the Final Statements will be borne by
the Vendor and the Purchaser equally. For the purpose of preparing the Final
Statements, the Vendor agrees to provide all reasonable cooperation to Glacier
and agrees to grant to Glacier and its Representatives reasonable access during
normal business hours to relevant records, facilities and personnel.

     (4) The Vendor shall have a period (the "Review Period") of sixty (60) days
from the date it receives the Final Statements in which to review the same. For
the purpose of such review, the Purchaser shall permit the Vendor and its
Representatives to examine all accounting documentation used or prepared by the
Purchaser and its auditors in preparing the Final Statements including all
back-up material and ledgers. If no objection in writing to the Final Statement
is given to the Purchaser by the Vendor within the Review Period, the Final
Statements shall be deemed to have been approved as of the last day of such
Review Period.

     (5) If the Vendor objects to any item or aspect of the Final Statements,
the Vendor shall give written notice to the Purchaser on or before the end of
the Review Period, setting out in reasonable detail the nature of such objection
and the related amount(s) in dispute and the Vendor and the Purchaser shall
attempt to resolve the matters in dispute within 30 days from the date the
Vendor gives such notice to the Purchaser. Without limitation, the Vendor shall
not be precluded from raising objections that are otherwise appropriate under
the terms hereof solely because under generally accepted accounting principles,
the amount involved would not be considered material for accounting purposes. If
all matters in dispute are resolved by the Vendor and the Purchaser, the Final
Statement shall be modified to the extent required to give effect to such
resolution and shall be deemed to have been approved as of the date of such
resolution.

     (6) If the Vendor and the Purchaser cannot resolve all matters in dispute
within such thirty day period, all such unresolved matters shall be submitted to
BDO Dunwoody or, if they refuse or are unable to act, a nationally recognized
accounting firm acceptable to the Purchaser and the Vendor (the "Expert") for
resolution, as expert and not arbitrator. The Expert shall use its reasonable
efforts to render its written decision within 30 days of its appointment. The
Expert shall be given access to all materials and information reasonably
requested by it for such purpose. The rules and procedures to be followed in
such proceeding shall be determined by the Expert in its

<PAGE>

                                      -18-


discretion. The Expert's determination of all such matters shall be final and
binding on both parties and shall not be subject to appeal by either party,
absent manifest error. The fees and expenses of the Expert shall be borne by the
Vendor and the Purchaser in the manner determined by the Expert based on the
relative success of the Vendor and the Purchaser in respect of such disputes.
The Final Statements including the statement of Working Capital and the
statement of Cash, as the case may be, shall be modified to the extent required
to give effect to the Expert's determination and shall be deemed to have been
approved as of the date of such determination.

2.02 ADJUSTMENT OF PURCHASE PRICE

     (1) If: (i) the Working Capital is less than negative $2,000,000 (the
amount of such difference being the "Deficit") the Vendor shall, within five
Business Days after the Review Period, pay the Purchaser an amount equal to the
Deficit; or (ii) the Cash is less than $2,000,000 (the amount of such difference
being the "Cash Deficit"), the Vendor shall, within five Business Days after the
Review Period, pay the Purchaser an amount equal to the Cash Deficit, together
with, in each case, interest thereon at the Prime Rate as adjusted from time to
time plus 2% from and including the Closing Date to but excluding the date of
payment, provided that if the Vendor has objected to any part of the Final
Statements in accordance with Section 2.01 no payment shall be made until two
(2) Business Days after the same has been finally resolved by the parties or
pursuant to Section 2.01.

     (2) If the Cash is more than $2,000,000 (the amount of such difference
being the "Excess Cash"), the Purchaser shall, within five Business Days after
the Review Period: (i) pay to the Vendor 86.883% of the Excess Cash attributable
to HCNLP Cash and shall pay the minority holders of HCNLP Units the balance of
the Excess Cash attributable to HCNLP Cash on a pro rata basis; and (ii) pay to
the Vendor 100% of the Excess Cash attributable to Non-HCNLP Cash together with,
in each case, interest thereon at the Prime Rate as adjusted from time to time
plus 2% from and including the Closing Date to but excluding the date of
payment, provided that if the Vendor has objected to any part of the Final
Statements in accordance with Section 2.01 no payment shall be made until two
(2) Business Days after the same has been finally resolved by the parties or
pursuant to Section 2.01.

     (3) The Purchase Price shall be deemed adjusted by any amount payable under
Section 2.02(1)or 2.02(2).

2.03 ESCROW

     (1) A portion of the Purchase Price in an amount equal to $20 million (the
"Escrow Amount"), shall be paid contemporaneously with Closing by the Vendor to
Bank of Montreal (the "Escrow Agent") to be held by the Escrow Agent in an
account in the joint name of the Vendor and the Purchaser. The Escrow Agent
shall, pursuant to an agreement between the Vendor, the Purchaser and the Escrow
Agent, the final terms of which shall be mutually agreed to by the parties
thereto (the "Escrow Agreement"), be directed by the Vendor and the Purchaser to
pay the appropriate portion of the Escrow Amount upon the events and in the
manner described below.

     (2) Upon a final award, judgement or settlement being made under or in
respect of the CanWest Arbitration (the "Arbitration Award"), establishing an
amount being owed (the "Initial

<PAGE>

                                      -19-


Hollinger Arbitration Liability") by any one or more of the Subsidiaries to
CanWest and/or its related parties under the CanWest Agreement (collectively,
the "CanWest Group") and the earlier of:

          (a)  the lapse of all appeal periods or periods during which the
               Arbitration Award may be varied by application to a court (the
               "Court") of competent jurisdiction (the "Appeal Periods") in
               respect of such Arbitration Award prior to the filing during such
               Appeal Periods of any and all appeals or applications to vary (an
               "Arbitration Appeal") in respect thereof without any member of
               the CanWest Group making demand for payment against any
               Subsidiary in respect of all or any portion of the Initial
               Hollinger Arbitration Liability (including, without limitation,
               such demand being made by way of service on any one or more of
               the Subsidiaries of the Arbitration Award) (a "CanWest Demand")
               during such Appeal Periods;

          (b)  the making of a CanWest Demand during the Appeal Period where the
               right of any one or more members of the CanWest Group to enforce
               the Arbitration Award is not stayed pursuant to an order of the
               Court within seven (7) days of the making of a CanWest Demand;
               and

          (c)  the final, conclusive and unappealable determination or
               settlement of all Arbitration Appeals, as the case may be, by a
               Court, establishing an amount being owed (the "Final Hollinger
               Arbitration Liability") by any one or more of the Subsidiaries,
               directly, or indirectly, to any one or more members of the
               CanWest Group;

the Escrow Agent shall be directed by the Vendor, the Purchaser and the
applicable Subsidiary under the terms of the Escrow Agreement to forthwith pay
to the applicable members of the CanWest Group the lesser of the Escrow Amount
and the amount of the Initial Hollinger Arbitration Liability or the Final
Hollinger Arbitration Liability, as the case may be. Any amount so paid will be
deemed to be a payment under Section 7.03 which the Purchaser has irrevocably
directed be paid to the applicable Subsidiary as a capital contribution and
which the applicable Subsidiary, in turn, irrevocably directed be paid to the
applicable members of the CanWest Group. The liability of the Vendor, and the
ability of the Purchaser to claim, under the CanWest Arbitration Indemnity shall
be automatically reduced by the amount of any such payment.

     (3) The Escrow Agent shall be directed by the Purchaser and the Vendor
under the terms of the Escrow Agreement to pay out of escrow to the Vendor the
Escrow Amount and all interest accrued thereon, less any amounts paid to any one
or more members of the CanWest Group as set out above, upon the termination,
withdrawal or final settlement of the CanWest Arbitration or the Arbitration
Appeal, as the case may be. In the event that the maximum potential exposure of
the Vendor in the CanWest Arbitration is determined by the Vendor, with the
consent of the Purchaser not to be unreasonably withheld, at any time, to be
less than the then remaining Escrow Amount, the Escrow Agent shall be directed
by the Vendor and the Purchaser under the terms of the Escrow Agreement to pay
out of escrow to the Vendor, from time to time, such portion of the Escrow
Amount and any interest accrued thereon that exceeds such maximum exposure.

<PAGE>

                                      -20-


     (4) In no event shall the escrow contemplated hereby continue beyond the
seventh anniversary of the Closing Date. If the escrow contemplated hereby
continues beyond the third anniversary of the Closing Date, the Purchaser shall
pay the Vendor the following amounts: (i) on the fourth and fifth anniversaries
of the Closing Date, an amount equal to two and a half percent (2.5%) per annum
of the balance of the Escrow Amount and interest accrued thereon, if any,
outstanding at the commencement of the one year period ended on each such
anniversary date; (ii) on the sixth anniversary of the Closing Date, an amount
equal to ten percent (10%) per annum of the balance of the Escrow Amount and
interest accrued thereon, if any, outstanding at the commencement of the one
year period ended on such anniversary date; and (iii) on the seventh anniversary
of the Closing Date, an amount equal to fifteen percent (15%) of the balance of
the Escrow Amount and interest accrued thereon, if any, outstanding at the
commencement of the one year period ended on such anniversary date. Hollinger
International shall be entitled, at all times, to direct the investment of the
Escrow Amount within parameters to be agreed by Hollinger International and
Glacier, acting reasonably, provided that such investments will be low risk,
conservative investments. For greater certainty, in all events, the Vendor shall
be entitled to all interest earned on the Escrow Amount.

2.04 CLOSING AND DELIVERABLES

     (1) Subject to the terms and conditions contained herein, the Closing shall
take place as soon as practicable but, in any event, within five (5) Business
Days after satisfaction or waiver of the conditions set forth in Article 5
hereof (other than conditions which, by their terms, are to be satisfied at the
Closing) (the "Closing Date") at the offices of Farris, Vaughan, Wills & Murphy
LLP P.O. Box 10026, 700 W. Georgia Street Vancouver, British Columbia.

     (2) At the Closing, the Vendor shall deliver to the Purchaser the
following:

          (a)  share certificates representing the Shares duly endorsed for
               transfer to the Purchaser or accompanied by duly executed stock
               transfer powers;

          (b)  share certificates representing all of the shares of the Real
               Estate Companies duly endorsed for transfer to the Purchaser or
               its nominee or accompanied by duly executed stock transfer
               powers;

          (c)  resolutions of the directors of each of the Corporation and the
               Real Estate Companies consenting to the transfer of the Shares
               and the Real Estate Company Shares, respectively, to the
               Purchaser or its nominee;

          (d)  resignations and releases of each of the directors and officers
               of the Corporation, the Subsidiaries and the Real Estate
               Companies;

          (e)  the minute books of the Corporation, the Subsidiaries and the
               Real Estate Companies and by making the same available for
               collection at the place in which they are situate;

          (f)  an officer's certificate in accordance with Section 5.02(1)(c);
<PAGE>

                                      -21-


          (g)  a certificate of a duly authorized officer of the Corporation
               attaching copies of: (i) the articles of incorporation or similar
               documents of the Corporation, the Subsidiaries and the Real
               Estate Companies; (ii) a certificate of good standing, status or
               similar certificate in respect of the Corporation, the
               Subsidiaries and the Real Estate Corporation dated within three
               (3) Business Days of the Closing Date; and (iii) the by-laws of
               the Corporation, the Subsidiaries and the Real Estate Companies;

          (h)  an executed counterpart of the Pension and Benefits Agreement
               signed by the Vendor and Hollinger International;

          (i)  an executed counterpart of the Non-Competition Agreement signed
               by Hollinger International and the Vendor;

          (j)  releases of the Encumbrances as set forth on Schedule 2.04(2)(j)
               or undertakings, satisfactory to the Purchaser, agreeing to
               release such Encumbrances;

          (k)  certificates representing the securities of the Subsidiaries
               beneficially owned by the Corporation; and

          (l)  executed counterparts of the Indemnity Cooperation Agreement,
               signed by the Vendor, Hollinger International, HCNLP, HCN GP, HCN
               Publications Company, KCN, Eco Log and 3050944 Nova Scotia ULC.

     (3) At the Closing, the Purchaser shall deliver to the Vendor the
following:

          (a)  payment of the Purchase Price (less the Escrow Amount) in
               Canadian dollars by wire transfer of immediately available funds
               to an account or accounts specified by the Vendor and, at the
               direction of the Vendor, payment of the Escrow Amount to the
               Escrow Agent;

          (b)  an officer's certificate in accordance with Section 5.03(1)(c);

          (c)  an executed counterpart of the Pension and Benefits Agreement
               signed by the Purchaser and Glacier;

          (d)  an executed counterpart of the Non-Competition Agreement signed
               by the Purchaser and Glacier; and

          (e)  an executed counterpart of the Indemnity Cooperation Agreement
               signed by the Purchaser and Glacier.

2.05 HOLLINGER INTERNATIONAL GUARANTEE

     Hollinger International hereby unconditionally and irrevocably guarantees
the due and punctual performance by the Vendor of its obligations under this
Agreement and the Ancillary Agreements, as the same may be amended, changed,
replaced, settled, compromised or otherwise

<PAGE>

                                      -22-


modified from time to time, and irrespective of any bankruptcy, insolvency,
dissolution, winding-up, termination of the existence of or other matter
whatsoever respecting the Vendor or the Purchaser or any successor or permitted
assignee or any other event or circumstance involving the Purchaser or the
Vendor that would otherwise limit the obligations of the guarantor under this
guarantee and including, without limitation, the unconditional and irrevocable
guarantee of the payment of all indemnification claims for which the Vendor is
liable to the Purchaser pursuant to this Agreement and all obligations of the
Vendor under the Benefits Plans as described in the Pension and Benefits
Agreement. Hollinger International shall be liable to the Purchaser if and only
to the extent that it is established that the Vendor is so liable. The Purchaser
is not required to exhaust all remedies against the Vendor prior to proceeding
against Hollinger International under this guarantee. In no event shall the
liability of Hollinger International to the Purchaser hereunder be greater than
that of the Vendor to the Purchaser hereunder.

2.06 GLACIER GUARANTEE

     Glacier hereby unconditionally and irrevocably guarantees the due and
punctual performance by the Purchaser of its obligations under this Agreement
and the Ancillary Agreements, as the same may be amended, changed, replaced,
settled, compromised or otherwise modified from time to time, and irrespective
of any bankruptcy, insolvency, dissolution, winding-up, termination of the
existence of or other matter whatsoever respecting the Vendor or the Purchaser
or any successor or permitted assignee or any other event or circumstance
involving the Purchaser or the Vendor that would otherwise limit the obligations
of the guarantor under this guarantee and including, without limitation, the
unconditional and irrevocable guarantee of the payment of all indemnification
claims for which the Purchaser is liable to the Vendor pursuant to this
Agreement. Glacier shall be liable to the Vendor if and only to the extent that
it is established that the Purchaser is so liable. The Vendor is not required to
exhaust all remedies against the Purchaser prior to proceeding against Glacier
under this guarantee. In no event shall the liability of Glacier to the Vendor
hereunder be greater than that of the Purchaser to the Vendor hereunder.

2.07 TAXES

     The Purchaser shall pay any sales, use, transfer, excise, stamp or other
similar taxes imposed by reason of the sale of the Shares, excluding, for
greater certainty, any income taxes, capital or capital gains taxes of the
Vendor, pursuant to this Agreement and any deficiency, interest or penalty with
respect to such taxes.

                   ARTICLE 3 - REPRESENTATIONS AND WARRANTIES

3.01 VENDOR'S REPRESENTATIONS AND WARRANTIES

     (1) The Vendor represents and warrants to the Purchaser that, except as
disclosed in the Disclosure Letter:

          (a)  The Vendor is the beneficial and registered owner of the Shares.

          (b)  The Vendor is a corporation duly incorporated and validly
               subsisting under the Applicable Laws of its jurisdiction of
               formation, with the corporate power to own its assets and to
               carry on its business.

<PAGE>

                                      -23-


          (c)  The Vendor has good and sufficient power, authority and right to
               enter into, deliver and perform its obligations under this
               Agreement and the Ancillary Agreements and the Vendor has the
               power, authority and right to transfer the legal and beneficial
               title and ownership of the Shares and the Real Estate Company
               Shares to the Purchaser free and clear of all Encumbrances.

          (d)  The execution, delivery and performance of this Agreement and the
               Ancillary Agreements has been duly authorized by all necessary
               corporate action on the part of the Vendor, and each of this
               Agreement and the Ancillary Agreements constitutes a valid and
               legally binding obligation of the Vendor enforceable against the
               Vendor in accordance with their terms subject to general
               principles of equity and to applicable bankruptcy, insolvency,
               reorganization and other laws of general application limiting the
               enforcement of creditors' rights generally and to the fact that
               specific performance is an equitable remedy available only in the
               discretion of the court.

          (e)  There is no contract, option or any other right of another
               binding upon the Vendor to sell, transfer, assign, pledge,
               charge, mortgage or in any other way dispose of or encumber any
               of the Shares or the Real Estate Company Shares other than
               pursuant to the provisions of this Agreement.

          (f)  The entering into and the delivery of this Agreement and the
               completion of the transactions contemplated hereby by the Vendor
               will not result in the violation or breach of:

               (i)  any of the provisions of the constating documents of the
                    Vendor, the Corporation, any of the Subsidiaries or the Real
                    Estate Companies; or

               (ii) any Contract to which the Vendor, the Corporation, any of
                    the Subsidiaries or the Real Estate Companies is a party
                    except where such violation would not have a Material
                    Adverse Effect.

          (g)  Other than Competition Act Compliance, no Authorizations of any
               Governmental Entity are required to be obtained by the Vendor in
               connection with the execution, delivery or performance by the
               Vendor of the Agreement or the Ancillary Agreements except where
               the failure to so obtain would not have a Material Adverse
               Effect.

          (h)  The Vendor is not a non-resident Person within the meaning of
               section 116 of the Income Tax Act (Canada).

          (i)  At Closing, the Corporation's sole assets will consist of (i)
               158,909,495 HCNLP Units; (ii) 100 common shares of HCN GP; (iii)
               100 common shares of Eco Log; (iv) 10,000 Class A common shares
               and 400 Class B

<PAGE>

                                      -24-


               preferred shares of KCN; and (v) a beneficial interest in certain
               real estate.

          (j)  At Closing, the Corporation will have no liabilities and will
               have carried on no active business operations.

          (k)  The Corporation is a corporation incorporated and subsisting
               under the laws of Nova Scotia, with the corporate power to own
               its assets and to carry on its businesses. Each of the
               Subsidiaries and Real Estate Companies is incorporated or formed
               and subsisting under the Applicable Laws of its jurisdiction of
               incorporation or formation, with the corporate or legal power, as
               the case may be, to own its assets.

          (l)  The authorized share capital of the Corporation consists of
               100,000 common shares without nominal or par value, of which only
               the Shares are issued. The Shares are validly issued and
               outstanding as fully paid and non-assessable.

          (m)  The name, jurisdiction of formation, jurisdictions in which they
               carry on business, authorized capital, issued and outstanding
               capital, the owners of record of Equity Securities (except for
               the HCNLP Units held other than by the Corporation) of each of
               the Subsidiaries and the Real Estate Companies is as set forth in
               Schedule 3.01(1)(m). To the knowledge of the Vendor, the
               outstanding Equity Securities of each of the Subsidiaries and the
               Real Estate Companies are issued and outstanding as fully paid
               and non-assessable. All of the Equity Securities of the
               Subsidiaries held by the Corporation, and of the Real Estate
               Companies held by the Vendor are owned free and clear of all
               Encumbrances. There are no contractual obligations binding on the
               Corporation, the Vendor, or any of the Subsidiaries with respect
               to the voting of any outstanding Equity Securities of any of the
               Subsidiaries or either of the Real Estate Companies. To the
               knowledge of the Vendor, the Dormant Subsidiaries have no
               material assets or liabilities.

          (n)  To the knowledge of the Vendor, the Subsidiaries and the Real
               Estate Companies do not hold any Equity Securities, direct or
               indirect, in any Person other than the Subsidiaries and the
               Dormant Subsidiaries.

          (o)  There is no contract, option or any other right of any Person
               binding upon any of the Subsidiaries or either of the Real Estate
               Companies to: (i) issue any unissued Equity Securities; (ii)
               create any additional class of Equity Securities; (iii) sell
               transfer, assign, pledge, charge, mortgage or in any other way
               dispose of or Encumber any of the Equity Interests of any of the
               Subsidiaries; or (iv) repurchase, redeem or otherwise acquire any
               Equity Securities.

<PAGE>

                                      -25-


          (p)  The unaudited consolidated financial statements of HCNLP, KCN and
               Eco Log, consisting of a balance sheet as at the Reference
               Balance Sheet Date and statement of operations for the nine month
               period ended on the Reference Balance Sheet Date (hereinafter
               collectively referred to as the "Financial Statements") copies of
               which are attached hereto as Schedule 3.01(1)(p), have been
               prepared in accordance with GAAP, except that there are no notes
               thereto or any prior year comparative financial statements, and
               fairly present in all material respects the consolidated
               financial condition of HCNLP, KCN and Eco Log, as the case may
               be, as of the dates thereof and the consolidated results of
               operations of HCNLP, KCN and Eco Log, as the case may be, for the
               periods covered on a consolidated basis.

          (q)  The unaudited consolidated financial statements of HCNLP, KCN and
               Eco Log, consisting of a balance sheet as at December 31, 2004
               and statement of operations for the year ended December 31, 2004
               (hereinafter collectively referred to as the "Year End Financial
               Statements"), copies of which are attached hereto as Schedule
               3.01(1)(q), have been prepared in accordance with GAAP, except
               that there are no notes thereto or any prior year comparative
               financial statements, and fairly present in all material respects
               the consolidated financial condition of HCNLP, KCN and Eco Log,
               as the case may be, as of the dates thereof and the consolidated
               results of operation, of HCNLP, KCN and Eco Log, as the case may
               be, for the periods covered on a consolidated basis.

          (r)  The only management fees paid or payable by any Subsidiary to
               Persons other than the Subsidiaries are paid to Hollinger
               Canadian Publishing Holdings Co.

          (s)  The businesses of the Subsidiaries have been carried on in the
               Ordinary Course in all material respects since the Reference
               Balance Sheet Date and, since that date, no Subsidiary has
               entered into any material transaction out of the Ordinary Course.
               Without limited the generality of the foregoing, since the
               Reference Balance Sheet Date:

               (i)  to the knowledge of the Vendor, there has been no Material
                    Adverse Change in the affairs, operations or condition of
                    each of the Subsidiaries;

               (ii) no dividends have been declared or paid, and no other
                    distribution on any Equity Securities has been made, by any
                    of the Subsidiaries;

               (iii) to the knowledge of the Vendor, no liability or obligation
                    of any nature (whether absolute, accrued, contingent or
                    otherwise) which is, either individually or in the
                    aggregate, material to the

<PAGE>

                                      -26-


                    Subsidiaries on a consolidated basis, has been incurred
                    other than in the Ordinary Course;

               (iv) there has been no material change in the accounting methods
                    of any Subsidiary;

               (v)  other than in the Ordinary Course, there has not been any
                    material increase in or modification of the compensation
                    payable or to become payable by any of the Subsidiaries to
                    any of their respective employees or independent
                    contractors, or any grant to any such employees or
                    independent contractors of any material increase in
                    severance or termination pay or any material increase or
                    modification of any bonus, pension, insurance or benefit
                    arrangement made to, for or with any of such employees or
                    independent contractors;

               (vi) there has not been any material increase in management fees
                    paid by HCNLP to Hollinger International or any Affiliate;

               (vii) to the knowledge of the Vendor, none of the Subsidiaries or
                    Real Estate Companies has made any capital expenditures, in
                    the case of any single capital expenditure, in excess of
                    $100,000 and, in the case of all capital expenditures, in
                    excess of $500,000 in the aggregate;

               (viii) to the knowledge of the Vendor, none of the Subsidiaries
                    or Real Estate Companies has sold or otherwise disposed of
                    any material fixed or capital assets;

               (ix) none of the Subsidiaries or Real Estate Companies has
                    suffered or incurred any material damage, destruction or
                    loss, whether or not covered by insurance;

               (x)  none of the Subsidiaries has adopted or materially amended
                    any Benefit Plan;

               (xi) none of the Subsidiaries or Real Estate Companies is
                    obligated to make any payments to (as salary or other
                    compensation) any director or officer, except to the extent
                    that such Person is an employee of the respective entity; or

               (xii) to the knowledge of the Vendor, none of the Subsidiaries or
                    Real Estate Companies has agreed to do any of the foregoing.

          (t)  The Real Estate Companies carry on the business of holding Owned
               Properties as bare trustee for the Corporation and the
               Subsidiaries, and have no employees or other assets or
               liabilities.

<PAGE>

                                      -27-


          (u)  Each of the Subsidiaries and each of the Real Estate Companies
               have filed or caused to be filed, within the times and in the
               manner prescribed by Applicable Law, all material federal,
               provincial, local and foreign Tax returns and Tax reports which
               are required to be filed by or with respect to it. The
               information contained in such returns and reports is materially
               correct and complete and, to the knowledge of the Vendor, such
               returns and reports are materially true and complete and reflect
               accurately all material liability for taxes of each of the
               Subsidiaries and each of the Real Estate Companies as the case
               may be, for the periods covered thereby. Except for any Taxes
               arising from implementation of the Glacier Pre-Closing
               Reorganization Steps, the Subsidiaries and the Real Estate
               Companies have no material liability, obligation or commitment
               for the payment of Taxes, except such as are disclosed in the
               Financial Statements or such Taxes not yet due as have arisen
               since the date of the Reference Balance Sheet in the Ordinary
               Course, and the Subsidiaries and the Real Estate Companies are
               not in arrears with respect to any required withholdings or
               instalment payments of any Tax and have not filed any waiver for
               their respective taxation year under the ITA or any other
               legislation imposing Tax on the Subsidiaries or the Real Estate
               Companies, as the case may be. There are no outstanding
               agreements or waivers extending the statutory period or providing
               for an extension of time with respect to the assessment or
               re-assessment of Tax or the filing of any Tax return by, or any
               payment of any Tax by the Subsidiaries or either of the Real
               Estate Companies and no notice of assessment or reassessment has
               been received and to the knowledge of the Vendor, no examination
               of any Tax return of any of the Subsidiaries or either of the
               Real Estate Companies is currently in progress. There are no
               claims, actions, suits or proceedings pending, or to the
               knowledge of the Vendor, threatened against any of the
               Subsidiaries or either of the Real Estate Companies relating to
               Taxes and the Vendor knows of no valid basis for any such claim,
               action, suit or proceeding. Each of the Subsidiaries and either
               of the Real Estate Companies has withheld from each payment made
               by it the amount of all material Taxes and other deductions
               required to be withheld therefrom and has paid the same to the
               proper taxing or other authority within the time prescribed under
               Applicable Law.

          (v)  All Material Contracts of the Subsidiaries are identified in
               Schedule 3.01(1)(v). To the knowledge of the Vendor, none of the
               Subsidiaries or Real Estate Companies is in, or alleged to be in,
               default or breach of any Material Contract to which it is a party
               where such default or breach would constitute a Material Adverse
               Effect.

          (w)  None of the Subsidiaries is a party to or bound by any guarantee,
               support, indemnification, assumption, surety or similar
               obligation with respect to the obligation, liabilities
               (contingent or otherwise) or indebtedness of any Person of a
               material nature as of the date hereof.

<PAGE>

                                      -28-


          (x)  To the knowledge of the Vendor, no Subsidiary is as of the date
               hereof indebted to, or has any outstanding loan to, any officer,
               director, employee, shareholder or any other person with whom
               such person is not dealing at arm's length (within the meaning of
               the ITA) or any affiliate of any of the foregoing, except as
               disclosed in the Financial Statements and except for usual
               compensation paid in the Ordinary Course.

          (y)  To the knowledge of the Vendor, except for Contracts or
               agreements made solely between Subsidiaries and except for
               contracts of employment, as of the date hereof no Subsidiary is a
               party to any contract or agreement with any officer, director,
               employee, shareholder or any other Person with whom any
               Subsidiary is not dealing at arm's length (within the meaning of
               the ITA) or any Affiliate of any of the foregoing.

          (z)  To the knowledge of the Vendor, no Subsidiary is a party to or
               bound by any confidentiality, secrecy or non-disclosure Contract
               or any Contract materially limiting its freedom to engage in any
               line of business or compete with any other Person.

          (aa) To the knowledge of the Vendor, neither the Corporation nor any
               Subsidiary has any commitment to acquire any Equity Securities of
               any Person or to acquire or lease any business operations, real
               property or assets, which assets would be considered material to
               the Corporation or any Subsidiary.

          (bb) To the knowledge of the Vendor, the assets of each of the
               Subsidiaries include sufficient rights and property reasonably
               necessary for the conduct of its business, as currently carried
               on in the Ordinary Course, in all material respects.

          (cc) The buildings, plants, structures, equipment and other tangible
               personal property of each of the Subsidiaries and each of the
               Real Estate Companies which comprise the Owned Properties are as
               of the date hereof in satisfactory operating condition and repair
               having regard to their use and age, normal wear and tear
               excepted.

          (dd) Schedule 3.01(1)(dd) contains a list of all leases, offers to
               lease, agreements in the nature of a lease for real property to
               which any of the Subsidiaries is a party as lessee, (the
               "Leases") setting out, in respect of each Lease, a description of
               the leased premises (by municipal address and proper legal
               description, if available), the term of the Lease, the basic rent
               payable under the Lease, the offers to lease, or any rights of
               renewal and the term thereof, and any restrictions on assignment
               or a change of control. To the knowledge of the Vendor, each
               Lease is in good standing and is in full force and effect without
               amendment, except as disclosed in Schedule 3.01(1)(dd). With
               respect to each Lease, to the

<PAGE>

                                      -29-


               knowledge of the Vendor: (i) all rents and additional rents have
               been paid in accordance with the provisions of the applicable
               Lease; (ii) no waiver or postponement of the lessee's obligations
               has been granted by the lessor; (iii) there exists no event of
               default or event, occurrence, condition or act (including the
               purchase of the Shares) which, with the giving of notice, the
               lapse of time or the happening of any other event or condition,
               would constitute a default by the lessee under the Lease; and
               (iv) all of the covenants to be performed by the lessee under the
               Lease have been performed in all material respects.

          (ee) Schedule 3.01(1)(ee) contains a list, by owner, of all real
               property and premises (the "Owned Properties") owned legally and
               beneficially by any of the Corporation and the Subsidiaries and
               either of the Real Estate Companies, including a description of
               the owned real property or premises by municipal address and
               legal description. Each of the Corporation and the Subsidiaries
               and each of the Real Estate Companies has good and marketable
               legal or beneficial title, as the case may be, to their
               respective Owned Properties free and clear of all Encumbrances
               except for Permitted Encumbrances. To the Vendor's knowledge, the
               use of the Owned Properties do not violate any registered
               restrictive covenant. The Vendor has not received written notice
               of any condemnation or expropriation proceeding pending or
               threatened against any of the Owned Properties. The Vendor has
               not received written notice of any outstanding work orders from
               any municipality, police department, fire department, sanitation,
               health or safety authorities or from any other Person in respect
               of any Owned Property.

          (ff) There is no agreement, option, understanding or commitment, or
               any right or privilege capable of becoming an agreement for the
               purchase from any of the Subsidiaries or either of the Real
               Estate Companies of its assets other than in the Ordinary Course.

          (gg) Except in relation to commercially available
               off-the-shelf-software, as of the date hereof none of the
               Subsidiaries is a party to or bound by any contract or commitment
               to pay any royalty, licence fee or management fee of a material
               nature.

          (hh) The Disclosure Letter contains a list of all employees of each of
               the Subsidiaries as at November 21, 2005, identifying the
               employer and the name of the employee.

          (ii) To the knowledge of the Vendor, as of the date hereof, each of
               the Subsidiaries is in compliance with Applicable Laws respecting
               employment and employment practices, terms and conditions of
               employment, pay equity and wages and hours of work, except where
               non compliance would not have a Material Adverse Effect.

<PAGE>

                                      -30-


          (jj) To the knowledge of the Vendor, no Subsidiary is engaged in any
               unfair labour practice. To the knowledge of the Vendor, as of the
               date hereof no unfair labour practice complaint, grievance or
               arbitration proceeding is pending or threatened against any of
               the Subsidiaries.

          (kk) The Disclosure Letter contains a list of all collective
               agreements to which any of the Subsidiaries is subject with
               respect to any of their respective employees and of all
               collective bargaining agreements which are as of the date hereof
               being negotiated by any of the Subsidiaries with respect to any
               of their respective employees. To the knowledge of the Vendor, no
               Subsidiary is subject to any application for certification or
               threatened or apparent union organizing campaign for employees
               not covered under a collective bargaining agreement nor any
               current or pending labour strikes, work slowdowns or work
               stoppages.

          (ll) No employee of any of the Subsidiaries has any agreement as to
               length of notice or severance payment required to terminate his
               or her employment, other than such as results by Applicable Law
               from the employment of an employee without an agreement as to
               notice or severance.

          (mm) The Disclosure Letter sets forth a list of agreements between any
               of the Subsidiaries and any consultant or independent contractor
               as of the date hereof who is entitled to annual compensation
               greater than $100,000 or whose agreement can not be terminated
               without pay upon a maximum of six months notice.

          (nn) To the knowledge of the Vendor, there are no actions, suits,
               proceedings, arbitrations or investigations (whether or not
               purportedly on behalf of the any of the Subsidiaries) pending or
               threatened against any of the Subsidiaries or their respective
               business or assets, whether or not insured which, if determined
               against the Subsidiary would have a Material Adverse Effect. To
               the knowledge of the Vendor, no Subsidiary is subject to any
               judgment, order or decree entered in any lawsuit or proceeding of
               a material nature and no Subsidiary is the plaintiff or
               complainant in any action, suit or proceeding of a material
               nature.

          (oo) Each of the Subsidiaries and each of the Real Property Companies
               and their respective businesses, operations, and properties as of
               the date hereof:

               (i)  is in material compliance with all Environmental Laws and is
                    not, to its knowledge, the subject of any outstanding
                    written order from any Governmental Entity alleging a
                    violation of any Environmental Law which would have a
                    Material Adverse Effect;

<PAGE>

                                      -31-


               (ii) has not received any order, request or notice from any
                    person alleging a material violation of any Environmental
                    Laws;

               (iii) is not a party to any litigation or administrative
                    proceeding nor, to the knowledge of the Vendor, is any
                    litigation or administrative proceeding threatened against
                    it or its property or assets, which in either case asserts
                    or alleges a material violation of any Environmental Laws;

          (pp) To the knowledge of the Vendor, each of the Subsidiaries is
               conducting its business in compliance with their respective
               constating documents and all Applicable Laws, except where
               non-compliance would not have a Material Adverse Effect, and is
               duly licensed, registered or qualified, and possesses all
               permits, license registration qualifications and quotas to enable
               its business to be carried on as now conducted and its assets to
               be owned, leased and operated, and all such licences,
               registrations, qualifications, permits and quotas are valid and
               subsisting and in good standing except, in each case, where
               failure to do so would not have a Material Adverse Effect.

          (qq) Except where failure to do so would not have a Material Adverse
               Effect, all Intellectual Property necessary and material for the
               proper carrying on of the Business by the Subsidiaries as of the
               date hereof is either: (i) validly and beneficially owned by the
               Subsidiary free of all Encumbrances except Permitted
               Encumbrances; or (ii) licensed to or otherwise in the lawful use
               and possession of the Subsidiary, as the case may be. To the
               knowledge of the Vendor, the conduct of the Subsidiaries does not
               as of the date hereof infringe upon the Intellectual Property of
               any other person where such infringement would have a Material
               Adverse Effect. There has not been any claim in writing by any
               Person challenging the right of any Subsidiary to use the
               mastheads or names used in their respective publications as of
               the date hereof.

          (rr) The Disclosure Letter contains a list of all material unresolved
               claims under the insurance policies of Hollinger International in
               respect of the Corporation and the Subsidiaries.

     (2) Hollinger International represents and warrants to the Purchaser that,
except as disclosed in the Disclosure Letter:

          (a)  Hollinger International is incorporated, organized and existing
               under the laws of the jurisdiction of its incorporation, and
               Hollinger International has good and sufficient power, authority
               and right to enter into and deliver this Agreement.

          (b)  This Agreement has been duly authorized, executed and delivered
               by, and constitutes a valid and legally binding obligation of,
               Hollinger International, enforceable against Hollinger
               International in accordance with its terms subject to

<PAGE>

                                      -32-


               general principles of equity and to applicable bankruptcy,
               insolvency, reorganization and other laws of general application
               limiting the enforcement of creditors' rights generally and to
               the fact that specific performance is an equitable remedy
               available only in the discretion of the court.

          (c)  Neither the entering into nor the delivery of this Agreement nor
               the completion of the transactions contemplated hereby by
               Hollinger International will result in the violation of:

               (i)  any of the provisions of the constating documents or by-laws
                    of Hollinger International; or

               (ii) any Contract to which Hollinger International is a party or
                    is bound except where such violation would not have a
                    material adverse effect on the ability of Hollinger
                    International to carry out its obligations hereunder.

          (d)  Other than Competition Act Compliance, no Authorizations of any
               Governmental Entity are required to be obtained by Hollinger
               International in connection with the execution and delivery or
               performance by Hollinger International of this Agreement or the
               Ancillary Agreements except where the failure to so obtain would
               not have a material adverse effect on the ability of Hollinger
               International to carry out its obligations hereunder.

3.02 SURVIVAL OF VENDOR'S AND HOLLINGER INTERNATIONAL'S REPRESENTATIONS,
     WARRANTIES AND COVENANTS

     (1) The representations and warranties of the Vendor and Hollinger
International set forth in this Agreement shall survive the completion of the
sale and purchase of the Shares and the Real Estate Company Shares herein
provided for and, notwithstanding such completion, shall continue in full force
and effect for a period of 24 months from the Closing Date, except that:

          (a)  the representations and warranties of the Vendor relating to
               Taxes set forth in Section 3.01(1)(u) shall continue in full
               force and effect for the benefit of the Purchaser until 60 days
               after the expiration of the period during which, in the absence
               of any waiver or other document extending such period (other than
               a waiver or other document that has been filed on or prior to the
               Closing Date or filed after the Closing Date with the written
               consent of the Vendor, such consent not to be unreasonably
               withheld), an assessment, reassessment or other form of
               recognized document assessing liability for Taxes under
               applicable Tax laws in respect of such Tax issue could be issued
               under such Tax laws; and

          (b)  the representations and warranties of the Vendor set out in
               Sections 3.01(1)(a), 3.01(1)(c), 3.01(1)(d) and 3.01(1)(e) shall
               continue in full force and effect for the benefit of the
               Purchaser for a period of 60 months following the Closing Date.

<PAGE>

                                      -33-


     (2) The covenants of the Vendor set forth in this Agreement shall survive
the completion of the sale and purchase of the Shares herein provided for and,
notwithstanding such completion, shall continue in full force and effect for the
benefit of the Purchaser in accordance with the terms thereof.

3.03 PURCHASER'S REPRESENTATIONS AND WARRANTIES

     (1) The Purchaser and Glacier represent and warrant to the Vendor that:

          (a)  Each of the Purchaser and Glacier is a corporation duly
               incorporated and validly subsisting under the federal laws of
               British Columbia (in the case of the Purchaser) and Canada (in
               the case of Glacier).

          (b)  The Purchaser and Glacier have good and sufficient power,
               authority and right to enter into, deliver and perform their
               respective obligations under this Agreement and the Ancillary
               Agreements.

          (c)  The execution, delivery and performance of this Agreement and the
               Ancillary Agreements has been duly authorized by all necessary
               corporate action on the part of the Purchaser and Glacier, and
               this Agreement and the Ancillary Agreements constitute a valid
               and legally binding obligation of each of the Purchaser and
               Glacier, enforceable against the Purchaser and Glacier in
               accordance with their terms subject to general principles of
               equity and to applicable bankruptcy, insolvency, reorganization
               and other laws of general application limiting the enforcement of
               creditors' rights generally and to the fact that specific
               performance is an equitable remedy available only in the
               discretion of the court.

          (d)  The Purchaser and Glacier are Canadian within the meaning of the
               Investment Canada Act (Canada).

          (e)  Other than Competition Act Compliance and certain orders of the
               Toronto Stock Exchange and securities regulatory bodies in
               Canada, the Purchaser and Glacier are not under any obligation,
               contractual or otherwise, to request or obtain the consent of any
               Person, and no Authorizations of, or notifications to, any
               Governmental Entity are required to be obtained by the Purchaser
               or Glacier in connection with the execution, delivery or
               performance by the Purchaser or Glacier of this Agreement or the
               Ancillary Agreements.

3.04 SURVIVAL OF PURCHASER'S REPRESENTATIONS, WARRANTIES AND COVENANTS

     (1) The representations and warranties of the Purchaser set forth in this
Agreement shall survive the completion of the sale and purchase of the Shares
herein provided for and, notwithstanding such completion, shall continue in full
force and effect for the benefit of the Vendor for a period of 24 months from
the Closing Date.

<PAGE>

                                      -34-


     (2) The covenants of the Purchaser set forth in this Agreement shall
survive the completion of the sale and purchase of the Shares herein provided
for and, notwithstanding such completion, shall continue in full force and
effect for the benefit of the Vendor in accordance with the terms thereof.

3.05 INVESTIGATIONS

     The Purchaser and Glacier are knowledgeable about the industries in which
the Subsidiaries operate and are experienced in the acquisition and management
of businesses. The Purchaser and Glacier and their Representatives have been
afforded reasonable access to the Books and Records, Material Contracts,
facilities and personnel of the Subsidiaries for purposes of conducting a due
diligence investigation of the Subsidiaries. The Purchaser and Glacier have
conducted a reasonable due diligence investigation of the Subsidiaries and their
respective businesses.

3.06 NO INDUCEMENT OR RELIANCE; INDEPENDENT ASSESSMENT

     (1) The Purchaser and Glacier have not been induced by and have not relied
upon any representations, warranties or statements, whether express or implied,
made by the Vendor or Hollinger International (or their Affiliates or
Representatives) that are not expressly set forth herein (including the
Disclosure Letter), whether or not any such representations, warranties or
statements were made in writing or orally.

     (2) The Purchaser and Glacier acknowledge that none of Hollinger
International, the Vendor or their Affiliates or Representatives has made any
representation or warranty, express or implied, as to the prospects of the
Corporation, the Subsidiaries, the Real Estate Companies or their respective
businesses for the Purchaser or Glacier or with respect to any forecasts,
projections or business plans made available to the Purchaser or Glacier in
connection with the Purchaser's or Glacier's review of the Subsidiaries and
their respective businesses.

3.07 RELEASE

     From and after the expiry of the time periods referred to in Sections 3.02
and 3.04 (as applicable), each Party releases and forever discharges each other
Party from any and all claims, demands, causes of action, liabilities,
obligations, costs and damages of any nature whatsoever which the Party may have
in respect of or in any way arising out of any inaccuracy in or breach of any
representation or warranty contained in this Agreement, except for (and only to
the extent of) any claim in respect of which the Party making the claim has
provided notice to the Party making that representation and warranty in
accordance with Section 6.01(7) prior to the expiry of those time limits and in
respect of which any applicable limitation period imposed by Applicable Law has
not expired and, in that event, only on the terms and conditions of and to the
extent provided for in Article 6.

3.08 KODIAK AND REAL ESTATE WEEKLY

     The Purchaser and Glacier have received knowledge of: (i) the potential for
CanWest to cease printing certain publications at Kodiak; and (ii) the potential
termination of the distribution arrangements in respect of Real Estate Weekly.
The representations and warranties of the Vendor and Hollinger International
contained therein are qualified by such knowledge and the Purchaser and

<PAGE>

                                      -35-


Glacier unconditionally and irrevocably waive any right to make any claim under
this Agreement or otherwise in respect of or in any way relating to such
matters.

              ARTICLE 4 - COVENANTS RELATING TO CONDUCT OF BUSINESS

4.01  CONDUCT OF THE BUSINESS PRIOR TO CLOSING BY VENDOR

     (1) The Vendor hereby covenants and agrees that, from the date hereof until
the Closing Date, unless otherwise contemplated hereby or consented to in
writing by the Purchaser (which consent will not be unreasonably withheld or
delayed, provided that the Purchaser shall be required to respond to the Vendor
within five Business Days after receipt of written notice requesting approval
from the Vendor with respect to any such action, and, if the Purchaser does not
respond within such time period, such lack of response shall be deemed to
constitute written approval of the Purchaser with respect to any such action),
the Vendor will cause the Corporation, the Subsidiaries and the Real Estate
Companies (collectively, the "Restricted Entities") to be operated in the
Ordinary Course. Without limiting the generality of the foregoing, the Vendor
shall not, and shall cause the Restricted Entities not to, except to the extent
required by Applicable Law:

          (a)  amend the constating documents of the Restricted Entities
               (provided, that the Restricted Entities shall be permitted to
               amend such documents for the purpose of removing the "Hollinger"
               name from the name of the Restricted Entities or for the purpose
               of effecting the transactions contemplated by this Agreement);

          (b)  authorize for issuance, issue, grant, sell, pledge, dispose of
               any Equity Securities, or any options, warrants, commitments,
               subscriptions or rights of any kind to acquire or sell any Equity
               Securities of the Restricted Entities including, but not limited
               to, any securities convertible into or exchangeable for Equity
               Shares of the Restricted Entities;

          (c)  split, combine or reclassify any Equity Securities of the
               Restricted Entities or redeem, purchase or otherwise acquire or
               offer to acquire any Equity Securities of the Restricted
               Entities;

          (d)  permit the Restricted Entities to: (i) assume, guarantee,
               endorse, support, indemnify or otherwise become liable or
               responsible (whether directly, indirectly, contingently or
               otherwise) for the material obligations of any Person; (ii) make
               any capital expenditures or make any loans, or advances to any
               other Person (other than for customary travel, relocation or
               business advances or loans to employees in each case in the
               ordinary course of business) in excess of $75,000 in any
               individual transaction or in any series of related transactions;
               (iii) lend money to, or borrow from, any current or former
               officer, director, employee, shareholder or non-arm's length
               person or any affiliate of the foregoing except for usual
               compensation in the Ordinary Course; (iv) acquire or agree to
               acquire by merging or consolidating with, or by purchasing the
               assets of, or by any

<PAGE>

                                      -36-


               other manner, (A) any business or any corporation, limited
               liability company, partnership, joint venture, association or
               other business organization or division thereof or (B) any assets
               that would be, individually or in the aggregate, material to the
               Restricted Entities, other than in the Ordinary Course; or (v)
               divest, sell, transfer, mortgage, pledge or otherwise dispose of,
               or encumber, or agree to divest, sell, transfer, mortgage, pledge
               or otherwise dispose of or encumber, any assets other than (A) in
               the Ordinary Course, and (B) Permitted Encumbrances and (C)
               transfers of assets as part of the Glacier Pre-Closing
               Reorganization Steps or the Hollinger Pre-Closing Reorganization
               Steps;

          (e)  increase in any material respect the remuneration or employee
               benefits of any current or former consultants, independent
               contractors and employees of the Restricted Entities, and the
               beneficiaries and dependants thereof, other than increases made
               in the Ordinary Course or as required by any agreement or any
               Benefit Plan in effect on the date hereof or as required by
               Applicable Law;

          (f)  other than as specified herein, and other than in the Ordinary
               Course, enter into or propose to enter into any Contract (or any
               series of related Contracts), or amend any Material Contract: (i)
               to create an obligation for a term of over one year; or (ii) to
               create an obligation involving an aggregate value of more than
               $75,000 over a twelve (12) month period;

          (g)  enter into any collective bargaining agreement relating to any
               employees of the Restricted Entities;

          (h)  repay or prepay any liability or obligation in excess of $75,000
               prior to its stated maturity except for those required hereunder;

          (i)  waive any material claims or rights relating to any of the assets
               of the Restricted Entities;

          (j)  declare or pay any dividend or similar distribution except to the
               extent contemplated by the Hollinger Pre-Closing Reorganization
               Steps; or

          (k)  authorize, or commit or agree to take any of the foregoing
               prohibited actions.

     (2) For greater certainty, nothing contained in this Article 4 including,
without limitation, the restrictions in Section 4.01(1), shall in any way
restrict or prevent the Vendor or the Restricted Entities from taking or
refraining to take any action considered reasonably necessary, in the sole
judgement of the Vendor or any Restricted Entity to, from time to time: (i)
comply with any duties owed to the holders of any interest in any of the
Subsidiaries or Persons in which the Corporation or any Subsidiary has an
investment; (ii) comply with any term or condition of any Contract to which any
of the Vendor, the Corporation or any Subsidiary is a party other than with
respect to any right of first refusal under the CanWest Agreement or any other
agreement; (iii) address emergency

<PAGE>

                                      -37-


situations where capital or other expenditures are reasonably required in order
to mitigate loss or potential loss to the Vendor, the Corporation or any
Subsidiary; (iv) declare or pay any dividend or other distribution contemplated
by the Hollinger Pre-Completion Reorganization Steps; or (v) effect the
Hollinger Pre-Closing Reorganization Steps. Furthermore, nothing contained
herein shall in any way restrict or prevent the termination or unwinding, in
each case, of any inter-company arrangements to which the Corporation or any
Subsidiary is a party and involving other members of the Hollinger Group of
entities, and all transactions reasonably incidental thereto.

4.02 APPROPRIATE ACTION; CONSENTS; FILINGS

     (1) Upon the terms and subject to the conditions set forth herein, from the
date hereof until the Closing Date, the Vendor and the Purchaser shall use their
respective commercially reasonable efforts to take, or cause to be taken, all
appropriate action, and do, or cause to be done, and to assist and cooperate
with the other Parties in doing all things necessary, proper or advisable under
Applicable Law or otherwise to consummate and make effective the transactions
contemplated herein as promptly as practicable, including: (i) executing and
delivering any additional instruments necessary, proper or advisable to
consummate the transactions contemplated herein, and to carry out fully the
purposes of this Agreement; (ii) identifying and making all necessary
registrations, declarations, notices or filings (each a "Filing") with any
Governmental Entity as is required in connection with the execution and delivery
of this Agreement or the consummation of the transactions contemplated herein,
and thereafter making any other required submissions, with respect to the
transactions contemplated hereby including any Filing required under the
Competition Act, and any other Applicable Law; and (iii) obtaining all consents,
waivers, approvals, licenses, permits, orders or authorizations (each, a
"Consent") of any Governmental Entity necessary for the consummation of the
transactions contemplated herein; provided, however, that the Vendor shall not
be required to commence any litigation or offer or grant any accommodation
(financial or otherwise) to any third-party. In addition to the foregoing, the
Purchaser agrees to provide such information and assurances as to financial
capability, resources and creditworthiness as may be reasonably requested by any
Governmental Entity or other third party whose consent or approval is sought in
connection with the transactions contemplated herein. The Purchaser and the
Vendor shall cooperate with each other in connection with the making of any
Filings in accordance with this Section 4.02(1), including providing copies of
all such documents to the non-filing Party and its advisors prior to filing and
implementing all reasonable additions, deletions or changes suggested in
connection therewith. All reasonable fees and costs incurred in connection with
the Filings pursuant to this Section 4.02 shall be paid by the Purchaser
(including fees for any Competition Act filings) and all reasonable fees and
costs incurred for obtaining the Consents should be borne by the Vendor. The
Vendor and the Purchaser shall furnish to each other all information required
for any application or other Filing to be made pursuant to any Applicable Law in
connection with the transactions contemplated hereby.

     (2) In furtherance of and not in limitation of the provisions of Section
4.02(1) the Purchaser and the Vendor will as soon as practicable following the
execution and delivery of this Agreement, to the extent required, prepare and
provide submissions to the Commissioner of Competition, including a request for
a no-action letter and an application for an Advance Ruling Certificate and
promptly furnish any additional information requested by either the Purchaser,
the Vendor or the Commissioner of Competition. In addition, if requested by the
Purchaser, the Vendor or the Commissioner, the Purchaser and the Vendor shall
file a short-form pre-merger notification

<PAGE>

                                      -38-


(or, if requested by the Commissioner, a long-form pre-merger notification)
pursuant to the Competition Act. Each of the Vendor and the Purchaser will
advise the other of any communications it has with the Competition Bureau in
connection with the Competition Act and will permit the other to participate in
or review any such communication. The Purchaser shall give to the Vendor notice
of Competition Act Compliance promptly (and in any event within two Business
Days) following receipt by the Purchaser of evidence thereof.

     (3) Prior to Closing, the Vendor shall, and shall cause the Corporation to,
use commercially reasonable efforts to obtain all consents and waivers from
third parties in respect of contracts and other obligations, in each case, of
the Corporation, any Subsidiary or the Real Estate Companies to the extent such
contracts and other obligations require such consents and waivers as a result of
the transactions contemplated hereby. The Vendor shall be responsible for all
costs and expenses in connection with the foregoing and the Purchaser shall use
its reasonable efforts to provide cooperation and assistance in this regard
including providing to any such third party all necessary evidence (including
financial information) and agreeing to enter into guarantees or similar
arrangements in favour of any such third party, in each case, as required by any
such third party in order to secure the necessary consents and waivers, but only
to the extent that such guarantees or arrangements were provided by Vendor to
the beneficiary thereunder under the applicable Contract. From and after the
Closing, the Purchaser shall be responsible for obtaining all consents and
waivers referred to above at its expense and the Vendor will use reasonable
efforts to assist the Purchaser with respect thereto.

     (4) From the date hereof until the Closing Date, the Vendor and the
Purchaser shall promptly notify each other in writing of any pending or, to the
knowledge of the Vendor or the Purchaser, as applicable, threatened action,
proceeding or investigation by any Governmental Entity or any other Person: (i)
challenging or seeking damages in connection with the transactions contemplated
hereby; or (ii) seeking to restrain or prohibit the consummation of the
transactions contemplated hereby or otherwise limit the right of the Purchaser
to own all or any portion of the Shares or the Real Estate Company Shares. The
Vendor and the Purchaser shall cooperate with each other in defending any such
action, proceeding or investigation, including seeking to have any stay or
temporary restraining order entered by any court or other Governmental Entity
vacated or reversed.

     (5) From and after the date hereof, and at all times following Closing, the
Purchaser and Glacier shall, and shall cause the Corporation and the
Subsidiaries to, provide all necessary cooperation and assistance to the Vendor
and make available all personnel requested by the Vendor in connection with any
proceeding or enquiry by or before any Governmental Entity in connection with
the operation of the Business or the activities of the Corporation and any
Subsidiary or in connection with any third party claim including, without
limitation, any claim in respect of the Special Indemnities, brought against or
involving the Corporation, the Purchaser, Glacier or any Subsidiary. The Vendor
shall reimburse the Purchaser for its reasonable out-of-pocket expenses in
connection with the foregoing.

4.03 PRESERVATION OF BOOKS AND RECORDS

     (1) Promptly after Closing, the Vendor shall deliver or cause to be
delivered to the Purchaser all material Books and Records in its possession,
provided that the Vendor shall be

<PAGE>

                                      -39-


entitled to retain copies thereof. To the extent that such information is held
in electronic form, the Vendor does not hereby convey any rights to the
Purchaser in any underlying software.

     (2) For a period of six (6) years from the Closing Date, Glacier and the
Purchaser shall use its reasonable efforts to preserve and retain, or cause the
Corporation, the Real Estate Company and the Subsidiaries to preserve and
retain, all material Books and Records relating to the Corporation and the
Subsidiaries and the conduct of the Business prior to the Closing. The Purchaser
and Glacier shall not, at any time, dispose of or destroy any of the material
Books and Records without first offering to turn over possession thereof to the
Vendor by written notice to the Vendor at least sixty (60) days prior to the
proposed date of such disposition or destruction provided that the Vendor shall
pay all costs with respect thereto and to the extent that such information is in
electronic form, the Purchaser will not convey any rights to the Vendor in any
underlying software.

     (3) At any time for a period of six (6) years from the Closing Date and
thereafter in the event that either Party has issued an Indemnification Notice
to the other Party, or the Vendor requires access to such Books and Records in
connection with any aspect of the Special Indemnities, any request or enquiry by
any Governmental Entity:

          (a)  the Purchaser and Glacier shall allow the Vendor and its
               Representatives access to all Books and Records at the Vendor's
               request and on reasonable notice and at reasonable times at
               Glacier's principal place of business or at any location where
               any Books and Records are stored, and the Vendor and its
               Representatives shall have the right at its own expense to make
               copies of any Books and Records; provided, however, that any such
               access or copying shall be had or done in such a manner so as not
               to unduly interfere with the normal conduct of the business of
               the Corporation or the Subsidiaries; and

          (b)  the Purchaser and Glacier shall, or shall cause the Corporation
               and/or the Subsidiaries to, make available to the Vendor at the
               Vendor's request and cost and upon reasonable notice and at
               reasonable times and upon written request: (i) the Corporation's
               and the Subsidiaries' personnel to assist the Vendor in locating
               and obtaining any Books and Records; and (ii) any of the
               Corporation's and the Subsidiaries' personnel whose assistance or
               participation (including as witnesses) is reasonably required by
               the Vendor or any of its Affiliates in anticipation of, or
               preparation for, existing or future litigation or other matters
               in which the Vendor or any of its Affiliates are involved,
               including in connection with the preparation of any report or Tax
               Return to be filed by the Vendor under Applicable Law or
               otherwise or for the purposes of responding to or defending
               against any action, suit, proceeding, audit, investigation or
               claim in respect of any Taxes arising prior to the Closing Date
               relating to the Corporation or the Subsidiaries.

     (4) The Vendor and Hollinger International shall maintain the
confidentiality of any information (other than information that is already in
the public domain) received from the Purchaser as a result of its access to the
Books and Records under this Section 4.03 and, except as otherwise

<PAGE>

                                      -40-


authorized by the Purchaser, will not disclose to any third party (except as may
be required by Applicable Law or in any suit, action or proceeding involving the
Vendor or Hollinger International) any such information.

4.04 TAX MATTERS

     (1) The Vendor shall timely prepare and file or cause the Corporation and
the Subsidiaries to timely prepare and file all Tax Returns of the Corporation
and the Subsidiaries that are required to be filed on or before the Closing
Date. The Vendor shall prepare all Tax Returns of the Corporation and the
Subsidiaries that are required to be filed after the Closing Date in respect of
periods beginning before and ending before or on the Closing Date. The Purchaser
shall prepare any Tax Return of HCNLP for a period beginning January 1, 2006 and
the Vendor shall provide the Purchaser with such assistance as the Purchaser
reasonably requests in the connection with the preparation of such Tax Returns.
Except to the extent otherwise required by Applicable Law, all such Tax Returns
shall be prepared in a manner consistent with prior practice with respect to the
treatment of specific items on the Tax Returns. The Vendor or the Purchaser, as
the case may be, shall provide the Purchaser or Vendor, as the case may be, with
a draft of all such Tax Returns that it prepared, or caused to be prepared, at
least twenty-one (21) days prior to the filing deadline(s) for such Tax Returns
for the review and approval of the Purchaser, the Corporation or the applicable
Subsidiary, or for the review and approval of the Vendor, as the case may be,
which approval shall not be unreasonably withheld. The Purchaser and Glacier
shall, and shall cause the Corporation and Subsidiaries to, not withhold
approval to the filing of a Tax Return prepared, or caused to be prepared, by
the Vendor if there is a reasonable basis for the filing positions implicitly or
expressly contained therein and shall cause an authorized person of the
Corporation or the applicable Subsidiary, as the case may be, to execute and
file all such approved Tax Returns, except where under Applicable Law, an
authorized person of the Vendor may execute and file such Tax Return. The Vendor
shall not withhold approval to the filing of a Tax Return of HCNLP prepared, or
caused to be prepared, by the Purchaser if there is a reasonable basis for the
filing positions implicitly or expressly contained therein.

     (2) After the Closing, the Purchaser and Glacier shall provide, and cause
the Corporation and the Subsidiaries to provide, to the Vendor such information
and assistance as is reasonably requested by the Vendor for the purposes of
preparing the Tax Returns referred to in Section 4.04(1) and determining the
Vendor's (or its Affiliates) liability for Taxes, including the availability to
the Vendor (or its Affiliates) of any foreign tax credits in respect of the
Corporation and the Subsidiaries. Without limiting the generality of the
foregoing, the Purchaser and Glacier shall provide to the Vendor copies of any
Tax Returns of the Corporation and the Subsidiaries that are filed after the
Closing in respect of periods that end on or before the Closing Date or that
include the Closing Date no later than ten (10) days after the filing of such
Tax Returns.

     (3) After the Closing, each Party shall provide to the other Parties, at
such other Parties' expense, such information and assistance as is reasonably
requested by the other Parties for the purpose of completing and filing any Tax
Returns, claiming any refunds or credits and responding to, defending against or
conducting any action, suit, proceeding, audit, investigation or claim in
respect of Taxes.
<PAGE>

                                      -41-


     (4) Except to the extent required by Applicable Law, the Purchaser and
Glacier shall not, and shall cause the Corporation, the Subsidiaries and the
Purchaser's Affiliates to not, without the prior written consent of the Vendor,
which shall not be unreasonably withheld, amend, rescind or refile any Tax
Return or election filed by or in connection with the Corporation or the
Subsidiaries, or settle any audit, examination or other proceeding in connection
with Taxes of or with respect to the Corporation or the Subsidiaries for any
period, or portion thereof, ending on or before the Closing Date or waive any
assessment periods.

     (5) After the Closing Date the Vendor shall exercise at its expense,
complete control over the handling, disposition and settlement of any audit,
investigation or similar proceeding in respect of any Taxes due or payable by
the Corporation or any Subsidiary for which the Vendor may be liable or against
which the Vendor may be required to indemnify the Purchaser. The Purchaser and
Glacier shall notify the Vendor in writing promptly upon receiving written
notice of any such audit, investigation or similar proceeding and shall provide
to the Vendor, at the Vendor's expense, such information and assistance as is
reasonably requested by the Vendor in respect thereof. The Vendor shall promptly
notify the Purchaser if, in connection with any such audit, investigation or
similar proceeding, any Governmental Entity proposes in writing to make any
assessment, reassessment, determination or adjustment or to take any other
action in respect to Taxes due or payable by the Corporation or any Subsidiary
which could affect the Corporation or the Subsidiary following the Closing Date.
The Vendor shall not, without the written consent of the Purchaser which consent
shall not be unreasonably withheld, settle, compromise or otherwise dispose of
any audit, investigation or similar proceeding on terms that may affect Taxes of
the Corporation or any Subsidiary for a period ending after the Closing Date.

     (6) The Purchaser and Glacier shall not initiate or cause the Subsidiaries
to initiate any Income or Tax adjustment, for any period ending on or before the
Closing Date, that would result in a reduction of Safe Income attributable to
any of the Shares without the prior written consent of the Vendor.

     (7) The Purchaser and Glacier shall, and shall cause the Corporation and
the Subsidiaries to, provide all financial data and other information concerning
the Corporation and the Subsidiaries for the 2006 and earlier calendar years to
enable Hollinger International and the Vendor to prepare and file any Tax
Returns required to be filed by them or to determine the Tax consequences
related to their direct or indirect ownership of the Corporation and the
Subsidiaries.

4.05 MAIL; PAYMENTS

     (1) The Vendor shall promptly deliver to the Purchaser copies of any
correspondence or other communication received by the Vendor after the Closing
Date pertaining to the Corporation, the Real Estate Companies or any Subsidiary
and, where such correspondence or other communication relates exclusively to the
Corporation or any Subsidiary, originals thereof. The Purchaser and Glacier
shall and shall cause the Corporation, the Real Estate Companies, and the
Subsidiaries to promptly deliver to the Vendor any correspondence or other
communication received by the Purchaser and Glacier after the Closing Date
pertaining to the Vendor or its Affiliates and, where such correspondence
relates exclusively to the Vendor or its Affiliates, originals thereof.

<PAGE>

                                      -42-


     (2) The Vendor shall promptly pay or deliver to the Purchaser any monies or
cheques which have been mistakenly sent after the Closing Date by customers of
the Corporation and any Subsidiary to the Vendor and which should have been sent
to the Purchaser. The Purchaser and Glacier shall promptly pay or deliver to the
Vendor any monies or checks which have been mistakenly sent after the Closing
Date to the Purchaser and which should have been sent to the Vendor or its
Affiliates.

4.06 NAME CHANGE OF THE CORPORATION

     (1) The Purchaser and Glacier acknowledge that neither the Purchaser,
Glacier nor the Corporation or any Subsidiary shall have the right, directly or
indirectly, to use: (i) the "Hollinger" name, or any derivative thereof or any
logo related thereto or any other name, any derivative thereof or any logo
related thereto used by the Vendor or any of its Affiliates (other than those
used exclusively by the Corporation); or (ii) any of the Vendor's trade names,
trademarks, trade or service marks containing such names (collectively, together
with the items referenced in clause (1), the "Vendor Marks"). No later than
ninety (90) days after the Closing Date, the Purchaser and Glacier shall cause
the Corporation and Subsidiary to cease, and shall thereafter prohibit the
Corporation and each Subsidiary from, using the Vendor and the Subsidiaries
Marks. Without limiting the foregoing, as promptly as possible subsequent to the
Closing (and in any event, no later than ninety (90) days after the Closing
Date), the Purchaser and Glacier shall cause the Corporation and each Subsidiary
to: (x) remove the Vendor Marks from any premises or other objects on which such
Vendor Marks appear; and (y) destroy any unused materials, including, without
limitation, any stationery, employee manuals, handbooks and related material,
bearing the Vendor Marks.

     (2) If at any time after the Closing Date, the Corporation, any Subsidiary
or the Real Estate Companies renews, amends, supplements or otherwise modifies
in any way any agreement entered into prior to the Closing Date, the Purchaser
and Glacier shall, and shall cause the Corporation, the Subsidiaries and the
Real Estate Companies to, in connection with such renewal, amendment, supplement
or modification, use commercially reasonable efforts to ensure that the
Agreement ceases to refer to "Hollinger" in any way unless Hollinger
International or an Affiliate (other than the Corporation and the Subsidiaries)
continues to be a party thereto or except to the extent that a recital to such
agreement contains a reference to Hollinger for explanatory purposes only.

     (3) In the event that the Purchaser, Glacier or any of their Affiliates
violates any of its obligations under Section 4.06(1), the Vendor may proceed
against it in law or in equity for such damages or other relief as a court may
deem appropriate. The Purchaser and Glacier acknowledge that a violation of
Section 4.06(1) may cause the Vendor irreparable harm which may not be
adequately compensated for by money damages. The Purchaser and Glacier therefore
agree that in the event of any actual or threatened violation of Section
4.06(1), the Vendor shall be entitled, in addition to other remedies that it may
have, to seek a temporary restraining order and to preliminary and final
injunctive relief against the Purchaser, Glacier or the relevant Affiliates to
prevent any violations of Section 4.06(1) without the necessity of posting a
bond or other security.

<PAGE>

                                      -43-


4.07 RELEASE OF OBLIGATIONS

     The Purchaser and Glacier shall cooperate with the Vendor to use their
commercially reasonable efforts to obtain a full and unconditional release of
all guarantees, letters of credit, performance bonds or other indebtedness, and
any and all other obligations of whatever nature of the Vendor or its Affiliates
relating to or in respect of the Corporation or the Subsidiaries except in
respect of those guarantees and obligations provided hereunder or entered into
in furtherance of this Agreement or an Ancillary Agreement, (collectively, the
"Vendor Obligations"), pursuant to one or more written release agreements, each
in a form reasonably satisfactory to the Vendor (each, a "Release Agreement")
and, if applicable, by agreeing to enter into a replacement guarantee or similar
arrangement in favor of any third party who is a beneficiary of such Vendor
Obligation, but only to the extent that it does not result in any change in the
material terms and conditions of the guarantee or similar arrangements which are
more onerous to the Purchaser or Glacier than those which existed under the
original agreement with the Vendor. Each Release Agreement shall provide for the
Corporation, the relevant Subsidiary and/or the Purchaser and Glacier, subject
as aforesaid, to assume and to become collectively or solely responsible for any
and all liabilities, guarantees, covenants, obligations, costs, or payments
associated with underlying agreement or obligation. In addition to the
foregoing, and not in limitation thereof, the Purchaser and Glacier shall
provide any beneficiary of such Vendor Obligation requiring the same in
connection with the aforementioned releases, a performance bond, payment bond,
note, letter of credit or similar guarantee or instrument in an aggregate
principal amount and with terms and conditions and from banks, other financial
institutions, or surety companies, in each case satisfactory to such beneficiary
to replace any performance bond, payment bond, letter of credit or similar
guarantee or instrument outstanding with respect to the Vendor Obligations
except to the extent that Glacier is precluded from doing so by credit
agreements to which it is a party. The Purchaser and Glacier shall provide all
necessary evidence required by such third parties in order to secure the
necessary releases and replacement guarantees. The Purchaser and Glacier shall
indemnify and hold harmless the Vendor from and against any and all Losses
incurred by the Vendor in connection with or arising from the enforcement
against the Vendor of any Vendor Obligation, which indemnity shall continue in
full force and effect for the benefit of the Vendor indefinitely.

4.08 INDEMNITY COOPERATION AGREEMENT

     The Parties agree that, notwithstanding the Closing, the Vendor and
Hollinger International shall be entitled, in their sole discretion and expense,
to control and direct all matters related to any CanWest Arbitration, any other
matters arising out of or in respect to the CanWest Agreement, the Special
Committee Litigation, the Litigation, any Section 19 Claims and any Government
of Canada Funding claims involving the Corporation, any of the Subsidiaries or
any Person affiliated with the Purchaser which has acquired a right to publish a
newspaper from a Subsidiary including, without limitation, the exclusive right
to retain and instruct counsel and to enter into any settlement or other
negotiations with respect thereto. In connection therewith, the Vendor,
Hollinger International, the Purchaser, Glacier, the Corporation, HCNLP, HCN GP,
HCN Publications Company, Eco Log, KCN and 3050944 Nova Scotia ULC (such
Subsidiaries, the "Cooperating Subsidiaries") will, concurrently with the
Closing, enter into an agreement (the "Indemnity Cooperation Agreement") in the
form set out in Schedule 4.08. The Purchaser and Glacier covenant and agree to
cooperate and to cause the Cooperating Subsidiaries to cooperate, in all
respects, with the Vendor and Hollinger International so as to assist the Vendor
and Hollinger

<PAGE>

                                      -44-


International in enjoying benefits of the Indemnity Cooperation Agreement and
not in any way impair or interfere with the rights of the Vendor or Hollinger
International thereunder. The Indemnity Cooperation Agreement will provide that
the Purchaser and Glacier shall cause the Corporation and the Cooperating
Subsidiaries to hold all amounts received by them in connection with any award
or settlement in respect of the Special Committee Litigation, the Litigation, or
the CanWest Arbitration in trust for the sole and exclusive benefit of the
Vendor and Hollinger International and promptly notify the Vendor and Hollinger
International in writing as to the receipt thereof, subject as set forth below,
and the Purchaser shall promptly pay all such amounts, without set-off or
deduction of any kind, except as herein expressly provided, to the Vendor and
Hollinger International, or as they may direct. The amount paid by the Purchaser
shall be reduced by any Taxes reasonably estimated to be payable by Glacier, the
Purchaser and any Cooperating Subsidiary in respect of the amount received.
Glacier and the Purchaser agree to, or to cause the relevant entity, as the case
may be, to, treat, for income tax purposes, any amount received in connection
with the CanWest Arbitration, the Special Committee Litigation or the Litigation
on the basis that results in the least amount of Taxes being payable by the
Purchaser, or relevant entity, as the case may be, provided that there is a
reasonable basis for doing so under Applicable Law and: (i) in the event that at
the time of filing of any Tax Return it is determined that the Taxes payable
exceed the amount previously estimated or any Governmental Entity assesses or
reassesses on a basis that results in additional Taxes being payable on such
amount, the Vendor agrees to pay forthwith such additional Taxes to the
Purchaser; and (ii) in the event that at the time of filing any Tax Return it is
determined that the Taxes payable are less than the amount previously estimated
or any Governmental Entity assesses or reassess on a basis that results in less
Taxes being payable on such amount, the Purchaser agrees to pay forthwith the
amount of such reduction to the Vendor. If any of the Purchaser, Glacier or any
Cooperating Subsidiary obtains any Tax benefit as a consequence of the CanWest
Arbitration, the Special Committee Litigation or the Litigation and, in a
circumstance where the Purchaser is seeking indemnification in respect of a Loss
as a consequence thereof, such Tax benefit does not reduce the amount of the
Purchaser's Loss, the Purchaser agrees to pay the Vendor the amount of such Tax
benefit.

4.09 EMPLOYEE MATTERS

     (1) The Vendor shall be responsible for and shall discharge or cause to be
discharged all obligations and liabilities for wages, salaries, bonuses,
overtime, benefits, employee plans, Employment Insurance, workers' compensation,
occupational health and safety, human rights, Canada or Quebec Pension Plan,
severance pay, termination pay, notice of termination of employment or pay in
lieu of such notice, damages for wrongful dismissal or other actions, causes of
actions or claims which accrue up to the Closing Date, including, without
limitation, vacation pay accrued up to the Closing Date, in relation to the
Business Employees.

     (2) The Purchaser and Glacier shall continue to cause the Subsidiaries to
employ the Excluded Employees on the same terms and conditions as are in effect
as of the Closing Date for a period of up to forty-five (45) days following the
Closing Date. The Purchaser and Glacier shall be responsible for and shall
discharge all obligations and liabilities for wages, salaries, bonuses,
overtime, vacation pay, benefits, employee plans, Employment Insurance, workers'
compensation, occupational health and safety, Canada or Quebec Pension Plan,
severance pay, termination pay, notice of termination of employment or pay in
lieu of such notice, damages for wrongful dismissal or other actions, causes of
actions or claims in respect of the Excluded Employees which accrue after

<PAGE>

                                      -45-


the Closing Date. Subject to the Excluded Employee Severance Payment Indemnity,
the Purchaser and Glacier shall indemnify and hold harmless the Vendor from and
against any and all losses, damages, liability, costs or expenses directly or
indirectly suffered by the Vendor resulting from any breach of the Purchaser's
or Glacier's obligations and liabilities under this Section 4.09.

     (3) Subject to the right to terminate the employment of the Included
Employees, and any Excluded Employees whose employment is not terminated within
forty-five (45) days following the Closing Date, at any time, either with or
without cause, the Purchaser, Glacier and any direct or indirect subsidiary
shall continue to employ the Included Employees, and any Excluded Employees
whose employment is not terminated within forty-five (45) days following the
Closing Date, on terms and conditions which are substantially similar, in the
aggregate, to the terms and conditions which are in effect as of the Closing
Date (including, without limitation, position, location of work, hours of work,
compensation, benefits and pension), and shall not otherwise change any terms
and conditions of employment in a manner which amounts to a constructive
dismissal. Subject to the provisions of the Pension and Benefits Agreement
regarding benefits payable to Business Employees who are disabled on the Closing
Date, the Purchaser and Glacier shall cause the applicable Subsidiary to be
responsible for and shall discharge all obligations and liabilities for wages,
salaries, bonuses, overtime, vacation pay, benefits, employee plans, Employment
Insurance, workers' compensation, occupational health and safety, Canada or
Quebec Pension Plan, severance pay, termination pay, notice of termination of
employment or pay in lieu of such notice, damages for constructive dismissal,
wrongful dismissal or other actions, causes of actions or claims in respect of
the Included Employees, and any Excluded Employees that are not terminated
within forty-five (45) days following the Closing Date, which accrue after the
Closing Date. In addition to any other provision for indemnification contained
within this Agreement, the Purchaser and Glacier shall indemnify and hold
harmless the Vendor from and against any and all losses, damages, liability,
costs or expenses directly or indirectly suffered by the Vendor resulting from
any breach of the Purchaser's or Glacier's obligations and liabilities under
this Section 4.09.

4.10 GLACIER PRE-CLOSING REORGANIZATION STEPS

     Prior to the Time of Closing, at the Purchaser's option and upon notice
thereof being provided to the Vendor by the Purchaser, the Parties agree to
implement the Glacier Pre-Closing Reorganization Steps in accordance with
Schedule 4.10 hereof. Upon such notice being provided by Glacier to the Vendor,
the Parties agree to implement the Glacier Pre-Closing Reorganization Steps in
accordance with Schedule 4.10 hereof. Upon notice being provided hereunder, the
Purchaser and Glacier shall be deemed to waive the conditions under this
Agreement for their benefit set out in Sections 5.02(1)(a), (b), (c) and (e)
hereof. The Purchaser and Glacier shall be solely responsible for any and all
costs and expenses (including, without limitation, all Taxes, legal fees and
disbursements) incurred by the Purchaser, Glacier, the Vendor and its
Affiliates, Hollinger International and its Affiliates, the Corporation, the
Subsidiaries and the Real Estate Companies, in connection with or in any way
related to implementation of the Glacier Pre-Closing Reorganization Steps and
the termination or unwinding of the Glacier Pre-Closing Reorganization Steps
should Closing not occur. The Purchaser and Glacier shall reimburse each of the
Vendor and its Affiliates, Hollinger International and its Affiliates, the
Corporation, the Subsidiaries and the Real Estate Companies forthwith, on an as
incurred basis, for any and all costs and expenses so incurred. The Purchaser
and Glacier hereby indemnify and save harmless the Vendor and its Affiliates,
Hollinger International and its Affiliates, the Corporation, the Subsidiaries
and the Real Estate Companies for

<PAGE>

                                      -46-


any and all claims, demands, suits, actions, proceedings, obligations,
penalties, encumbrances, assessments (including, without limitation, assessments
of Taxes), Taxes, costs, fees (including, without limitation, legal fees and
disbursements) expenses, losses (including, without limitation, loss of profit
or revenue), liabilities, damages (including, without limitation, indirect,
special, consequential and punitive damages or damages for pure economic loss)
of any nature whatsoever, directly or indirectly incurred or suffered by any of
them as a result of, in connection with or arising from, directly or indirectly,
implementation of Glacier Pre-Closing Reorganization Steps or the unwinding or
termination of Glacier Pre-Closing Reorganization Steps should Closing not
occur. The obligations of the Purchaser and Glacier set forth in this Section
4.10 shall, notwithstanding any other provision of this Agreement to the
contrary, survive completion or termination of this Agreement and the
transactions contemplated hereby and shall continue in full force and effect for
the benefit of the Vendor and its Affiliates, Hollinger International and its
Affiliates, the Corporation, the Subsidiaries and the Real Estate Companies
until 60 days after the expiration of the period during which, in the absence of
any waiver or other document extending such period an assessment, reassessment
or other form of recognized document assessing liability for Taxes under
applicable Tax laws in respect of such Tax could be issued under such Tax laws.
To the extent that any of Glacier Pre-Completion Reorganization Steps
contemplate or require the establishment of any corporate entity, those entities
shall be unlimited liability companies established under the laws of the
Province of Nova Scotia only.

4.11 HOLLINGER PRE-CLOSING REORGANIZATION STEPS

     Notwithstanding any other provision of this Agreement, the Vendor and
Hollinger International may, at any time prior to the Time of Closing, implement
the Hollinger Pre-Closing Reorganization Steps set out in Schedule 4.11.

                             ARTICLE 5 - CONDITIONS

5.01 CONDITIONS TO OBLIGATIONS OF EACH PARTY

     (1) The respective obligations of each Party to effect the transactions
contemplated hereby is subject to the following conditions, having been
satisfied or met or on prior to the Closing, any or all of which may be waived
by agreement of the Vendor and the Purchaser, in whole or in part, to the extent
permitted by Applicable Law:

          (a)  no court or Governmental Entity of competent jurisdiction shall
               have enacted, issued, promulgated, enforced or entered any
               statute, rule, regulation, executive order, decree, judgment,
               injunction or other order (whether temporary, preliminary or
               permanent), in any case which is in effect or be pending and
               which prevents or prohibits, or will prevent or prohibit if then
               pending, consummation of the transactions contemplated hereby;
               provided, however, that each of the Parties shall use its
               commercially reasonable efforts to cause any such executive
               order, decree, judgment, injunction or other order to be vacated
               or lifted;

          (b)  Competition Act Compliance, to the extent required, shall have
               been obtained; and

<PAGE>

                                      -47-


          (c)  other than with respect to the matters referred to in Section
               5.01(1)(b) above, all Filings and Consents that are listed in
               Schedule 5.01(1)(c) shall have been duly made or obtained.

5.02 CONDITIONS FOR THE BENEFIT OF THE PURCHASER

     (1) The sale by the Vendor and the purchase by the Purchaser of the Shares
is subject to the following conditions which are for the exclusive benefit of
the Purchaser to be performed or complied with at or prior to the Time of
Closing:

          (a)  the representations and warranties of the Vendor and Hollinger
               International set forth in Section 3.01 shall be true and correct
               at the Time of Closing with the same force and effect as if made
               at and as of such time (except for representations and warranties
               that are made as of a specific date, which shall be true and
               correct as of that date), except to the extent that any breaches,
               inaccuracies or failures of such representations and warranties
               to be so true and correct would not individually, or in the
               aggregate, have a Material Adverse Effect provided that this
               clause shall not, where a specific representation is qualified as
               to materiality, be deemed to result in a double-materiality
               standard;

          (b)  the Vendor and Hollinger International shall have performed or
               complied with all of the terms, covenants and conditions of this
               Agreement to be performed or complied with it at or prior to the
               Time of Closing except to the extent that failure to perform or
               comply would not individually, or in the aggregate, have a
               Material Adverse Effect;

          (c)  the Vendor shall have delivered to the Purchaser a certificate
               executed on its behalf by its duly authorized officer certifying
               that the conditions set forth in Sections 5.02(1)(a) and (b)
               hereof have been satisfied;

          (d)  the Purchaser shall have been furnished with the documents
               referred to in Section 2.04(2) at or prior to the Time of
               Closing;

          (e)  there shall not have occurred any Material Adverse Change from
               the date hereof to the Time of Closing (it being acknowledged,
               for such purpose, that the withdrawal of all or any portion of
               any business provided by CanWest and related entities to HCN
               Publications Company shall not constitute a Material Adverse
               Change);

          (f)  the Intercompany Indebtedness shall have been repaid or
               eliminated without giving rise to debt forgiveness for the
               purposes of the ITA;

          (g)  all directors and officers of the Corporation, the Real Estate
               Companies and the Subsidiaries shall resign at the Closing;

<PAGE>

                                      -48-


          (h)  other than debt owing to or from another Subsidiary, no
               Subsidiary shall have any outstanding bonds, debentures, notes,
               mortgages or other indebtedness for borrowed money at Closing;

          (i)  all management agreements or services agreements payable by the
               Corporation or the Subsidiaries to Hollinger International or its
               Affiliates will be terminated without any penalty, fee or costs
               to the Corporation or any Subsidiaries; and

          (j)  all necessary corporate steps and proceedings shall have been
               taken to permit the Shares and the Real Estate Company Shares to
               be duly and transferred to and registered in the name of the
               Purchaser.

5.03 CONDITIONS FOR THE BENEFIT OF THE VENDOR

     (1) The sale by the Vendor and the purchase by the Purchaser of the Shares
is subject to the following conditions which are for the exclusive benefit of
the Vendor to be performed or complied with at or prior to the Time of Closing:

          (a)  the representations and warranties of the Purchaser and Glacier
               set forth in Section 3.03 shall be true and correct at the Time
               of Closing with the same force and effect as if made at and as of
               such time (except for representations and warranties that are
               made as of a specific date, which shall be true and correct as of
               such date) except to the extent that any breaches, inaccuracies
               or failures of such representations and warranties to be so true
               and correct would not individually or in the aggregate be
               material provided that this clause shall not, where a specific
               representation is qualified as to materiality, be deemed to
               result in a double-materiality standard;

          (b)  the Purchaser and Glacier shall have performed or complied, in
               all material respects, with all of the terms, covenants and
               conditions of this Agreement to be performed or complied with by
               them at or prior to the Time of Closing;

          (c)  the Purchaser and Glacier shall have delivered to the Vendor
               certificates executed on their behalf by duly authorized officers
               certifying that the conditions set forth in Sections 5.03(1)(a)
               and (b) have been satisfied;

          (d)  the Vendor shall have been furnished the documents referred to in
               Section 2.04(3);

          (e)  completion of the sale by HCPH of all of the shares of 3120575
               Nova Scotia Company owned by HCPH to Glacier; and

          (f)  completion of the sale by HCPH of all of the shares of Great West
               Newspaper Group Ltd. owned by HCPH to 6490239 Canada Inc.

<PAGE>

                                      -49-


                           ARTICLE 6 - INDEMNIFICATION

6.01 INDEMNIFICATION

     (1) If the Closing shall occur, and subject to the provisions of this
Article 6, the Vendor hereby agrees to indemnify and hold harmless the Purchaser
against and from any and all Losses incurred by the Purchaser as a result of:

          (a)  the failure of any representation or warranty of the Vendor or
               Hollinger International contained in this Agreement or an
               Ancillary Agreement to be true and correct as of the date made,
               except that the Vendor shall not be required to indemnify or save
               harmless the Purchaser in respect of any such failure unless the
               Purchaser shall have provided notice to the Vendor in accordance
               with Section 6.01(7) on or prior to the expiration of the
               applicable time period related to that representation and
               warranty set out in Section 3.02; and

          (b)  any breach or non-performance by the Vendor or Hollinger
               International of any covenant or other obligation to be performed
               by it that is contained in this Agreement or any Ancillary
               Agreement including, without limitation, obligations under the
               Benefit Plans.

     (2) If the Closing shall occur, and subject to the provisions of this
Article 6, the Purchaser shall indemnify, defend and save harmless the Vendor
from any and all Losses suffered or incurred by the Vendor as a result of:

          (a)  the failure of any representation or warranty of the Purchaser or
               Glacier contained in this Agreement to be true and correct as of
               the date made, except that the Purchaser shall not be required to
               indemnify or save harmless the Vendor in respect of any such
               failure unless the Vendor shall have provided notice to the
               Purchaser in accordance with Section 6.01(7) on or prior to the
               expiration of the applicable time period for that representation
               and warranty set out in Section 3.04; and

          (b)  any breach or non-performance by the Purchaser or Glacier of any
               covenant or other obligation to be performed by it that is
               contained in this Agreement or any Ancillary Agreement.

     (3) The Vendor shall not be required to indemnify the Purchaser, and
neither the Purchaser nor Glacier shall be entitled to recover from the Vendor
or Hollinger International, any amount for any claims described in Section
6.01(1)(a) in respect of the representations and warranties of the Vendor or
Hollinger International hereunder including any certificate delivered hereunder
in respect thereof (collectively, "Representation and Warranty Losses") or any
claims for Losses made under the Pension and Benefits Agreement ("PBA Losses"),
until and unless the amount which the Purchaser or Glacier is entitled to
recover in respect of the Representation and Warranty Losses and the PBA Losses
exceeds, in the aggregate, $500,000 (the "Deductible"), following which, subject
to this Article 6 (including paragraphs (4), (5) and (6) below), the entire

<PAGE>

                                      -50-


amount which the Purchaser is entitled to recover in respect of such claims,
less the Deductible, shall be payable.

     (4) Any Representation and Warranty Loss or PBA Loss that involves a Loss
of less than $15,000 shall not be entitled to indemnification under this Section
6.01 and shall not be counted toward satisfaction of the Deductible.

     (5) Subject to the overall indemnification limitation set out in Section
6.01(6), the maximum amount recoverable by the Purchaser and Glacier together,
in the aggregate, for any and all:

          (a)  Representation and Warranty Losses (other than Representation and
               Warranty Losses relating to breaches or inaccuracies of the
               Vendor's representations and warranties in Section 3.01(1)(a),
               (c), (d) and (e) (collectively, "Title Representation and
               Warranty Losses")) shall (inclusive of all legal fees and
               disbursements) not, in any event, exceed $3,000,000;

          (b)  Title Representation and Warranty Losses shall (inclusive of all
               legal fees and disbursements) not, in any event, exceed an amount
               equal to 100% of the Purchase Price;

          (c)  PBA Losses shall (inclusive of all legal fees and disbursements)
               not, in any event, exceed $25 million; and

          (d)  Losses under the Litigation Indemnity shall (inclusive of all
               legal fees and disbursements) not, in any event, exceed $5
               million;

and in no event shall the Vendor or Hollinger International, in any such case,
be liable for any amount in excess thereof.

The maximum amount recoverable by the Vendor and Hollinger International
together, in the aggregate, for claims described in Section 6.01(2)(a) in
respect of the representations and warranties of the Purchaser or Glacier (other
than Losses relating to breaches or inaccuracies of the representations and
warranties in Section 3.03(1)(a) and (c)) hereunder including any certificates
delivered hereunder in respect thereof shall be limited to $3,000,000 (inclusive
of all legal fees and disbursements) and in no event shall the Purchaser or
Glacier be liable for any amount in excess thereof. The maximum amount
recoverable by the Vendor and Hollinger International together, in the
aggregate, for Losses relating to breaches or inaccuracies of the
representations and warranties of the Purchaser and Glacier in Section
3.03(1)(a) and (c) shall not, in any event, exceed 100% of the Purchase Price
and in no event shall the Purchaser or Glacier be liable for any amount in
excess thereof.

     (6) The maximum aggregate amount recoverable by the Purchaser and Glacier
together, in the aggregate, in respect of all Losses incurred by the Purchaser
and Glacier (including, without limitation, Representation and Warranty Losses,
Title Representation and Warranty Losses, PBA Losses, Losses under the Special
Indemnities other than the Glacier Securities Law Indemnity (with the sole
exception of the CanWest Arbitration Indemnity) and Losses under any other

<PAGE>

                                      -51-


document or agreement contemplated hereby or otherwise) shall be an amount equal
to 100% of the Purchase Price (inclusive of all legal fees and disbursements)
and in no event shall the Vendor or Hollinger International be liable for any
Losses in excess of such amount. The liability of the Vendor to the Purchaser
for Losses under the CanWest Arbitration Indemnity shall not be limited to 100%
of the Purchase Price.

     (7) The following procedures shall apply to claims for indemnification
under this Article 6:

          (a)  In the event that a Party shall incur or suffer any Losses (or
               shall reasonably anticipate that it shall suffer any Losses), in
               respect of which indemnification may be sought by such Party (an
               "Indemnified Party") pursuant to the provisions of this Article 6
               from the other Party (each, an "Indemnifying Party"), the
               Indemnified Party shall promptly submit to the Indemnifying Party
               an Indemnification Notice stating the nature and basis of such
               claim including, to the extent it is then known, a description in
               reasonable detail of the facts giving rise to the claim for
               indemnification hereunder and (if known) the amount or the method
               of computation of the amount of such claim, and a reference to
               the provisions of this Agreement upon which such claim is based;
               provided, however, that the failure of the Indemnified Party to
               give the Indemnification Notice promptly shall not relieve the
               Indemnifying Party of any liability that the Indemnifying Party
               may have to the Indemnified Party, except to the extent that the
               Indemnifying Party is prejudiced thereby. In the case of Losses
               arising by reason of any third-party claim, the Indemnification
               Notice shall be given within thirty (30) days after receipt by
               the Indemnified Party of the filing or other written assertion of
               any such claim against the Indemnified Party, but the failure of
               the Indemnified Party to give the Indemnification Notice within
               such time period shall not relieve the Indemnifying Party of any
               liability that the Indemnifying Party may have to the Indemnified
               Party, except to the extent that the Indemnifying Party is
               prejudiced thereby. Thereafter, the Indemnified Party shall
               deliver to the Indemnifying Party, within fifteen (15) calendar
               days after the Indemnified Party's receipt thereof, copies of all
               notices and documents (including court papers) received by the
               Indemnified Party relating to the third-party claim.

          (b)  The Indemnified Party shall provide to the Indemnifying Party on
               request all information and documentation in the Indemnified
               Party's possession: (i) that is not privileged and is reasonably
               necessary; and (ii) that is critical (whether or not privileged),
               in each case, to support and verify any Losses which the
               Indemnified Party believes give rise to a claim for
               indemnification hereunder and shall give the Indemnifying Party
               access to all books, records and personnel in the possession or
               under the control of the Indemnified Party which would have
               bearing on such claim.

          (c)  In the case of third-party claims with respect to which an
               Indemnification Notice is given, the Indemnifying Party shall
               have the option at its own

<PAGE>

                                      -52-


               expense: (i) to conduct any proceedings or negotiations in
               connection therewith; (ii) to take all other steps to settle or
               defend any such claim; and (iii) to employ counsel of the
               Indemnifying Party's choosing and approved by the Indemnified
               Party, acting reasonably, to contest any such claim in the name
               of the Indemnified Party or otherwise. The Indemnifying Party may
               not compromise or settle any claim without the Indemnified
               Party's prior written consent, which may not be unreasonably
               withheld or delayed. Should the Indemnifying Party provide
               written notice of its desire to settle any third party claim but
               the Indemnified Party does not provide written consent within a
               reasonable period of time, the Indemnified Party shall be
               responsible for any incremental costs and expenses incurred
               beyond the proposed settlement amount. The Indemnified Party
               shall be entitled to participate at its own expense and by its
               own counsel in any proceedings relating to any third-party claim
               and the Indemnified Party shall be entitled to participate with
               counsel of its own choice at the expense of the Indemnifying
               Party (except in the case of the Publication Status Indemnity)
               if, on the written advice of legal counsel, representation of
               both Parties by the same counsel presents a conflict of interest
               or is otherwise inappropriate under applicable standards of
               professional conduct, provided that in no event shall the
               Indemnifying Party be responsible for the expense of more than
               one set of such counsel in all events. The Indemnifying Party
               shall, within twenty (20) days of receipt of the Indemnification
               Notice, notify the Indemnified Party of its intention to assume
               the defense of any such claim. Until the Indemnified Party has
               received notice of the Indemnifying Party's intention to defend
               any such claim, the Indemnified Party shall take reasonable steps
               to defend (but may not settle) such claim. If the Indemnifying
               Party shall decline to assume the defense of any such claim, or
               shall fail to notify the Indemnified Party within twenty (20)
               days after receipt of the Indemnification Notice of the
               Indemnifying Party's election to defend such claim or fails to
               diligently defend such claim after electing to assume conduct,
               the Indemnified Party shall defend such claim but may not settle
               such claim without the prior written consent of the Indemnifying
               Party (which consent shall not be unreasonably withheld or
               delayed). Should the Indemnified Party provide notice of its
               desire to settle such claim but the Indemnifying Party does not
               provide written consent within a reasonable period of time, the
               Indemnifying Party shall be responsible for any incremental costs
               and expenses incurred beyond the proposed settlement amount. The
               expenses of all proceedings, contests or lawsuits in respect of
               any such claims (other than those incurred by the Indemnified
               Party which are referred to in the third and fourth sentences of
               this subparagraph (c)) shall be borne by the Indemnifying Party
               but only if the Indemnifying Party is responsible pursuant hereto
               to indemnify the Indemnified Party in respect of such claim and,
               if applicable, only to the extent required by this Section
               6.01(7). Regardless of which Party shall assume the defense of
               the claim, the Parties agree to cooperate fully with one another
               in connection therewith.

<PAGE>

                                      -53-


     (8) Nothing in this Section 6.01 shall be construed as a limitation on the
Indemnifying Party's right to contest in good faith whether the Indemnified
Party is entitled to indemnification pursuant to this Section 6.01 with respect
to a particular claim. The Indemnified Party shall have the burden of proof in
establishing the existence of a claim for indemnification under this Agreement
and the amount of Losses suffered by it.

     (9) The indemnification provided for in this Section 6.01 shall be the sole
and exclusive remedy of the Indemnified Party (except in the case of fraud on
the part of the Indemnifying Party), whether in contract, tort or otherwise, for
all matters arising under or in connection with this Agreement and the
transactions contemplated hereby, including, without limitation, for any
inaccuracy or breach of any representation, warranty, covenant or agreement set
forth herein and the Indemnified Party hereby irrevocably waives and releases
any rights to take action, institute proceedings or make any claims of any
nature whatsoever against the Indemnifying Party or their respective Affiliates
except pursuant to such indemnification provisions.

     (10) Notwithstanding anything contained herein to the contrary, the amount
of any Losses incurred or suffered by an Indemnified Party shall be calculated
after giving effect to: (i) any insurance proceeds received by or otherwise
payable to the Indemnified Party (or any of its Affiliates) with respect to such
Losses (collectively, "Insurance Benefits"); and (ii) any recoveries obtained by
the Indemnified Party (or any of its Affiliates) from any party other than the
Indemnifying Party. The Purchaser agrees to maintain the insurance coverage that
a prudent operator of a business similar to the Business would maintain
following Closing. Each Indemnified Party shall exercise commercially reasonable
efforts to obtain such proceeds, benefits and recoveries. If any such proceeds,
benefits or recoveries are received by an Indemnified Party (or any of its
Affiliates) with respect to any Losses after an Indemnifying Party has made a
payment to the Indemnified Party with respect thereto, the Indemnified Party (or
such Affiliate) shall pay to the Indemnifying Party the amount of such proceeds,
benefits or recoveries (up to the amount of the Indemnifying Party's payment).

     (11) With respect to any Losses incurred or suffered by an Indemnified
Party, no liability shall attach to the Indemnifying Party in respect of any
Losses to the extent that the same Losses have been recovered by the Indemnified
Party from the Indemnifying Person, accordingly, the Indemnified Party may only
recover once in respect of the same Loss.

     (12) Upon making any payment to an Indemnified Party in respect of any
Losses, the Indemnifying Party shall, to the extent of such payment, be
subrogated to all rights of the Indemnified Party (and its Affiliates) against
any third party in respect of the Losses to which such payment relates. Such
Indemnified Party (and its Affiliates) and Indemnifying Party shall execute upon
request all instruments reasonably necessary to evidence or further perfect such
subrogation rights. To the extent that any breach of any representation or
warranty contained in this Agreement or any other provision of this Agreement is
capable of remedy, the Indemnified Party shall afford the Indemnifying Party a
reasonable opportunity to remedy the matter complained of.

     (13) The Indemnified Party shall use commercially reasonable efforts to
mitigate any Losses in respect of which indemnification under this Agreement or
any Ancillary Agreement may be sought, whether by asserting claims against a
third party or by otherwise qualifying for a benefit that would reduce or
eliminate Losses.

<PAGE>

                                      -54-


     (14) For greater certainty, the amount of any Losses shall be reduced by
the present value of the amount by which any Taxes for which any Subsidiary or
any Person affiliated with the Purchaser which has acquired a right to publish a
newspaper from a Subsidiary is now or in the future accountable or liable to be
assessed is reduced or extinguished as a result of the matter giving rise to
such liability, such reduction to be determined by the Parties acting
reasonably.

     (15) From the date hereof through the Closing Date, the Vendor shall have
the right, from time to time, to modify, amend and/or supplement the Disclosure
Letter by delivering any such modifications, amendments and/or supplements to
the Purchaser in writing in accordance with the terms of this Agreement. No such
supplement, amendment or modification shall be evidence, in and of itself, that
the representations and warranties in the corresponding Section are no longer
true and correct in all material respects. It is specifically agreed that the
Disclosure Letter may be modified, amended and/or supplemented to add
immaterial, as well as material, items thereto. In the event that the Vendor
provides the Purchaser with an amendment, supplement, or modification to the
Disclosure Letter within three Business Days prior to the date that the parties
intend to close the transaction contemplated in this Agreement, the parties
agree to extend the Closing Date for a period of three Business Days from the
date of delivery of such information, or otherwise as the parties may agree. In
the event that the amendment, supplement or modification to the Disclosure
Letter constitutes a Material Adverse Effect, then the Purchaser may, at its
election within 3 Business Days of receipt, terminate its obligation to complete
the transactions contemplated hereby by notice in writing to the Vendor. For
purposes of determining whether the Vendor is subject to any claim for
indemnification under this Section 6.01 following the Closing Date for a breach
of any representation or warranty under this Agreement, the Disclosure Letter
shall be deemed to include the information contained therein on the date hereof
and such other information as may be set forth in any modification, amendment
and/or supplement to the Disclosure Letter delivered by the Vendor to the
Purchaser pursuant to this Section 6.01(15). Disclosure of any fact or item in
the Disclosure Letter shall be deemed to constitute disclosure with respect to
each reasonably related provision of this Agreement. Neither the specification
of any dollar amount in any representation or warranty contained in this
Agreement nor the inclusion of any specific item in the Disclosure Letter is
intended to imply that such amount, or higher or lower amounts, or the item so
included or other items, are or are not material, and no party shall use the
fact of the setting forth of any such amount or the inclusion of any such item
in any dispute or controversy between the parties as to whether any obligation,
item or matter not described herein or included in the Disclosure Letter is or
is not material for purposes of this Agreement. Unless this Agreement
specifically provides otherwise, neither the specification of any item or matter
in any representation or warranty contained in this Agreement nor the inclusion
of any specific item in the Disclosure Letter is intended to imply that such
item or matter, or other items or matters, are or are not in the Ordinary Course
of business. No party shall use the fact of the setting forth or the inclusion
of any such item or matter in any dispute or controversy between the parties as
to whether any obligation, item or matter not described herein or included in
the Disclosure Letter is or is not in the Ordinary Course for purposes of this
Agreement.

     (16) In no event shall the Vendor be required to indemnify the Purchaser
and the Vendor shall have no liability to the Purchaser:

          (a)  to the extent the indemnification obligation or liability arises
               or is increased as a result of any action taken or omitted to be
               taken by the

<PAGE>

                                      -55-


               Purchaser or any of its Affiliates (including any action taken or
               omitted to be taken by the Corporation or any Subsidiary on or
               after the Closing Date);

          (b)  for any Loss or matter to the extent resulting from a change in
               Applicable Law that becomes effective after the Closing Date;

          (c)  for any Loss or matter to the extent accrued, provided for or
               reserved for, or otherwise taken into account in the Financial
               Statements or the adjustment to the Purchase Price contemplated
               by Section 2.01;

          (d)  for any Loss or matter to the extent arising from a change in the
               accounting policies or practices of the Corporation or any
               Subsidiary after the Closing; or

          (e)  to the extent that the Vendor is unable to challenge or dispute
               any claim due to the loss or destruction, in each case by the
               Purchaser or Glacier, of any relevant Books and Records.

     (17) Notwithstanding anything contained herein to the contrary, the Vendor
shall have no liability for a breach of or inaccuracy in any representation or
warranty if the Purchaser was aware, at or before the Closing Date, of the facts
as a result of which such representation or warranty was breached or inaccurate.

                        ARTICLE 7 - SPECIAL INDEMNITIES

7.01 PUBLICATION STATUS INDEMNITY

     (1) The Vendor shall, if the Closing occurs, indemnify, defend and save
harmless the Purchaser, effective as and from the Time of Closing, from and
against Losses suffered or incurred by the Purchaser as a result of
(collectively, the "Publication Status Indemnity"):

          (a)  any Funding Determination, except that the Vendor shall,
               notwithstanding anything in Article 6 to the contrary, in no
               event be responsible for any costs incurred by any Person in
               responding to a potential or actual Funding Determination as long
               as the Vendor is disputing such determination or pursuing a
               settlement but if the Vendor ceases to do so and the affected
               Subsidiary determines for bona fide reasons to dispute such
               determination, the Vendor shall be responsible for the fees and
               expenses of one set of counsel in respect of such claim;

          (b)  any Section 19 Claim, except that the Vendor shall,
               notwithstanding anything in Article 6 to the contrary, in no
               event be responsible for any costs incurred by any Person in
               respect of the defence or settlement of any Section 19 Claim as
               long as the Vendor is defending the claim or pursuing a
               settlement but if the Vendor ceases to do so and the affected
               Subsidiary determines for bona fide reasons to pursue the claim,
               the Vendor shall be responsible for the fees and expenses of one
               set of counsel in respect of such claim; and

<PAGE>

                                      -56-


          (c)  claims specifically agreed in writing between Hollinger
               International and Glacier prior to the Time of Closing, except
               that the Vendor shall, notwithstanding anything in Article 6 to
               the contrary, in no event be responsible for any costs incurred
               by the Purchaser in respect of the defence or settlement of any
               such claims as long as the Vendor is defending the claim or
               pursuing a settlement but if the Vendor ceases to do so and the
               Purchaser determines for bona fide reasons to pursue the claim,
               the Vendor shall be responsible for the fees and expenses of one
               set of counsel in respect of such claim.

     (2) The Publication Status Indemnity shall be the sole remedy of Glacier,
the Purchaser and any Subsidiary for any Losses in respect of any matter related
to the matters addressed by the Publication Status Indemnity and Glacier and the
Purchaser and each Subsidiary hereby irrevocably waive and release any rights to
take action, institute proceedings or make any claim of any nature whatsoever
against the Vendor or Hollinger International or their Affiliates in connection
with the Publication Status Indemnity pursuant to any other provision of this
Agreement or otherwise. The Publication Status Indemnity will expire on the
sixth anniversary of the Closing Date.

7.02 SPECIAL COMMITTEE LITIGATION INDEMNITY

     In addition to any other indemnification by the Vendor contained in this
Agreement, and subject as set forth herein, the Vendor, shall, if the Closing
occurs, indemnify, defend and save harmless the Purchaser, effective as of and
from the Time of Closing, from and against Losses suffered or incurred by the
Purchaser as a result of the Special Committee Litigation (the "Special
Committee Litigation Indemnity"). The Special Committee Litigation Indemnity
shall be the sole remedy of the Purchaser for any Losses incurred by it in
respect of any matter related to the Special Committee Litigation and the
Purchaser hereby irrevocably waives and releases any rights to take action,
institute proceedings or make any claim of any nature whatsoever against the
Vendor or Hollinger International or their Affiliates in connection with the
Special Committee Litigation pursuant to any other provision of this Agreement
or otherwise.

7.03 CANWEST ARBITRATION INDEMNITY

     (1) In addition to any other indemnification by the Vendor contained in
this Agreement, and subject as set forth herein, the Vendor and Hollinger
International jointly and severally, shall, if the Closing occurs, indemnify,
defend and save harmless the Purchaser effective as of and from the Time of
Closing, from and against Losses suffered or incurred by the Purchaser, as a
result of the CanWest Arbitration (the "CanWest Arbitration Indemnity"). The
CanWest Arbitration Indemnity shall be the sole remedy of the Purchaser for any
Losses incurred by it in respect of any matter related to the CanWest
Arbitration and the Purchaser hereby irrevocably waives and releases any rights
to take action, institute proceedings or make any claim of any nature whatsoever
against the Vendor or Hollinger International or their Affiliates in connection
with the CanWest Arbitration pursuant to any other provision of this Agreement
or otherwise.

     (2) The provisions of Sections 6.01(7)(b), 6.01(9), 6.01(11) and 6.01(12)
shall apply mutatis mutandis to any claims under the CanWest Arbitration
Indemnity and the following shall apply:

<PAGE>

                                      -57-


          (a)  in the event that the Purchaser shall incur or suffer any Losses
               (or shall reasonably anticipate that it shall suffer any Losses),
               in respect of which indemnification may be sought by the
               Purchaser under the CanWest Arbitration Indemnity, the Purchaser
               shall promptly submit to the Vendor an Indemnification Notice
               stating the nature and basis of such claim including, to the
               extent it is then known, a description in reasonable detail of
               the facts giving rise to the claim for indemnification hereunder
               and (if known) the amount or the method of computation of the
               amount of such claim, and a reference to the provisions of this
               Agreement upon which such claim is based; provided, however, that
               the failure of the Purchaser to give the Indemnification Notice
               promptly shall not relieve the Vendor or Hollinger International
               of any liability that the Vendor or Hollinger International may
               have to the Purchaser. The Indemnification Notice shall be given
               within thirty (30) days after receipt by the Purchaser of the
               filing or other written assertion of any such claim against the
               Purchaser, but the failure of the Purchaser to give the
               Indemnification Notice within such time period shall not relieve
               the Vendor or Hollinger International of any liability that the
               Vendor or Hollinger International may have to the Purchaser.
               Thereafter, the Purchaser shall deliver to the Vendor within
               fifteen (15) calendar days after the Purchaser's receipt thereof,
               copies of all notices and documents(including court papers)
               received by the Purchaser relating to the claim.

For greater certainty, the provisions of Sections 6.01(7)(a), 6.01(7)(c),
6.01(8), 6.01(10), 6.01(13), 6.01(14), 6.01(16) and 6.01(17) shall not apply to
the CanWest Arbitration Indemnity.

7.04 EXCLUDED EMPLOYEE SEVERANCE PAYMENT INDEMNITY

     In addition to any other indemnification by the Vendor contained in this
Agreement, the Vendor, shall, if the Closing occurs, indemnify, defend and save
harmless the Purchaser, effective as of and from the Time of Closing, from and
against Losses suffered or incurred by the Purchaser as a result of Excluded
Employee Severance Payments (the "Excluded Employee Severance Payment
Indemnity"), following which the Purchaser shall have no right to claim, and the
Vendor shall have no liability, thereunder. The Excluded Employee Severance
Payment Indemnity shall be the sole remedy of the Purchaser for any Losses in
respect of any matter related to the Excluded Employee Severance Payments and
the Purchaser hereby irrevocably waives and releases any rights to take action,
institute proceedings or make any claim of any nature whatsoever against the
Vendor or Hollinger International or their Affiliates in connection with the
Excluded Employee Severance Payments pursuant to any other provision of this
Agreement or otherwise.

7.05 LITIGATION INDEMNITY

     In addition to any other indemnification by the Vendor contained in this
Agreement, and subject as set forth herein, the Vendor, shall, if the Closing
occurs, indemnify, defend and save harmless (the "Litigation Indemnity") the
Purchaser from and against Losses suffered or incurred by the Purchaser from and
after the Time of Closing, as a result of the litigation matters as set forth on

<PAGE>

                                      -58-


Schedule 7.05 (the "Litigation"). The Litigation Indemnity shall be the sole
remedy of the Purchaser for any Losses incurred by it in respect of any matter
related to the Litigation and the Purchaser hereby irrevocably waives and
releases any rights to take action, institute proceedings or make any claim of
any nature whatsoever against the Vendor or Hollinger International or their
Affiliates in connection with the Litigation pursuant to any other provision of
this Agreement or otherwise. The Litigation Indemnity will expire on the third
anniversary of the Closing Date.

7.06 HCNLP SECURITIES LAW INDEMNITY

     In addition to any other indemnification by the Vendor contained in this
Agreement, and subject as set forth herein, the Vendor shall, if the Closing
occurs, indemnify, defend and save harmless (the "HCNLP Securities Law
Indemnity") the Purchaser from and against Losses suffered or incurred by the
Purchaser, from and after the Time of Closing, as a result of the failure of
HCNLP prior to the Time of Closing to file its continuous disclosure documents
in accordance with applicable Canadian securities laws, rules, regulations,
instruments, notices and published policy statements (collectively, "Canadian
Securities Laws") provided that the HCNLP Securities Law Indemnity shall not
apply to, and in no event shall the Vendor or Hollinger International or their
respective Affiliates be responsible or liable in any way, in whole or in part,
for any allegations or claims for payment or otherwise made by any minority
holder of HCNLP Units as part of or pursuant to any appraisal right granted in
connection with any transaction that the Purchaser, Glacier and/or their
respective Affiliates implement to acquire or eliminate the interest of minority
holders of HCNLP Units. The HCNLP Securities Law Indemnity shall be the sole
remedy of the Purchaser for any Losses incurred by or in respect of the matters
covered by the HCNLP Securities Law Indemnity, and the Purchaser and Glacier
hereby irrevocably waive and release any rights to take action, institute
proceedings or make any claim of any nature whatsoever against the Vendor or
Hollinger International or their Affiliates in connection with the HCNLP
Securities Law Indemnity pursuant to any other provision of this Agreement or
otherwise. The HCNLP Securities Law Indemnity will expire on the third
anniversary of the Closing Date.

7.07 OUTSTANDING INDEMNITY OBLIGATIONS INDEMNITY

     In addition to any other indemnifications by the Vendor contained in this
Agreement, and subject as set forth herein, the Vendor shall, if the Closing
occurs, indemnify, defend and save harmless (the "Outstanding Indemnity
Obligations Indemnity") the Purchaser from and against Losses suffered or
incurred by the Purchaser from and after the Time of Closing as a result of any
claim made against the Purchaser in respect of the Outstanding Indemnity
Obligations. The Outstanding Indemnity Obligations Indemnity shall be the sole
remedy of the Purchaser for any Losses incurred by it in respect of any matter
related to the Outstanding Indemnity Obligations Indemnity and the Purchaser
hereby irrevocably waives and releases any rights to take action, institute
proceedings or make any claim of any nature whatsoever against the Vendor or
Hollinger International or their Affiliates in connection with the Outstanding
Indemnity Obligations pursuant to any provision of this Agreement or otherwise.
The Outstanding Indemnity Obligations Indemnity will expire on the fifth
anniversary of the Closing Date.

<PAGE>

                                      -59-


7.08 GLACIER SECURITIES LAW INDEMNITY

     In addition to any other indemnification by the Purchaser and Glacier
contained in this Agreement, the Purchaser and Glacier shall, if the Closing
occurs, indemnify, defend and save harmless (the "Glacier Securities Law
Indemnity") the Vendor and Hollinger International, effective as of and from the
Time of Closing, from and against any Losses suffered or incurred by the Vendor
or Hollinger International as a result of: (i) any non-compliance with Canadian
Securities Laws by Glacier or the Purchaser in respect of the transactions
contemplated by this Agreement; and (ii) any non-compliance with Canadian
Securities Laws or the terms of the HCNLP Agreement of any transaction that the
Purchaser, Glacier, HCNLP, HCN GP or their respective Affiliates implement to
acquire or eliminate the interest of the minority holders of HCNLP Units
following the Closing.

7.09 CLAIMS PROCESS AND LIMITS

     The provisions of Sections 6.01(7), 6.01(8), 6.01(9), 6.01(10), 6.01(11),
6.01(12), 6.01(13), 6.01(14) and 6.01(16) shall apply, mutatis mutandis, to the
Special Indemnities, other than the CanWest Arbitration Indemnity.

                            ARTICLE 8 - TERMINATION

8.01 TERMINATION

     This Agreement may be terminated at any time prior to the Closing Date:

     (1) by mutual written agreement of the Vendor and the Purchaser; or

     (2) by written notice of either the Vendor or the Purchaser, to the other,
if:

          (a)  the transactions contemplated hereby shall not have been
               consummated by 5:00 p.m., (Toronto time) on February 1, 2006 (the
               "End Date") subject to the right of the Vendor, in its sole
               discretion, to extend the End Date to such time on a date on or
               prior to March 1, 2006 by notice in writing to the Purchaser, in
               which case the End Date shall be such time on such date;
               provided, however, that the right to terminate this Agreement
               under this Section 8.01(2)(a)shall not be available to any Party
               whose breach of any provision of this Agreement has resulted in
               the failure of the transactions contemplated hereby to occur on
               or before the End Date; or

          (b)  there shall be any Applicable Law that makes consummation of all
               of the transactions contemplated hereby illegal or otherwise
               prohibited or any judgment, injunction, order or decree of any
               Governmental Entity having competent jurisdiction enjoining the
               Purchaser or the Vendor from consummating all of the transactions
               contemplated hereby is entered and such judgment, injunction,
               order or decree shall have become final and non-appealable and,
               prior to such termination, the Parties shall have used their
               respective commercially reasonable best efforts to resist,
               resolve or lift, as applicable, such judgment, injunction, order
               or decree; or

<PAGE>

                                      -60-


     (3) by written notice from the Purchaser, if a breach of any
representation, warranty, covenant or agreement on the part of the Vendor set
forth herein shall have occurred, is not cured within the earlier of (i) thirty
(30) days after written notice thereof from the Purchaser to the Vendor; and
(ii) February 1, 2006, would cause the conditions set forth in Section (a) or
(b) hereof not to be satisfied, and such condition shall be incapable of being
satisfied by December 31, 2005; or

     (4) by written notice from the Vendor, if a breach of any representation,
warranty, covenant or agreement on the part of the Purchaser set forth herein
shall have occurred, is not cured within the earlier of: (i) thirty (30) days
after written notice thereof from the Vendor to the Purchaser; and (ii) February
1, 2006, would cause the conditions set forth in Section 5.03(1)(a)or (b) hereof
not to be satisfied, and such condition shall be incapable of being satisfied by
December 31, 2005.

8.02 EFFECT OF TERMINATION

     Termination of this Agreement pursuant to Section 8.01 hereof shall
terminate all rights and obligations of the Parties hereunder and this Agreement
shall become void and have no force or effect. Upon such termination, none of
the Parties shall have any liability to the other Parties hereunder.
Notwithstanding the foregoing, no Party shall be relieved from any liability for
any breach of any of its covenants or agreements in this Agreement prior to such
termination.

                              ARTICLE 9 - GENERAL

9.01 FURTHER ASSURANCES

     Each of the Vendor and the Purchaser shall from time to time execute and
deliver all such further documents and instruments and do all acts and things as
the other party may, either before or after the Closing Date, reasonably require
to effectively carry out or better evidence or perfect the full intent and
meaning of this Agreement.

9.02 TIME OF THE ESSENCE

     Time shall be of the essence of this Agreement.

9.03 COMMISSIONS

     Each Party shall indemnify and save harmless the other from and against any
claims whatsoever for any commission, brokers fees, finders fees or other
similar remuneration payable or alleged to be payable to any Person by the Party
providing the indemnity in respect of the sale and purchase of the Shares.

9.04 CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS

     Neither Party shall make any public announcement or press releases
concerning, or otherwise disclose the existence or the contents of, this
Agreement without the prior written consent of the other except as required by
Applicable Law or stock exchange regulation.
<PAGE>

                                      -61-


9.05 BENEFIT OF THE AGREEMENT

     This Agreement shall enure to the benefit of and be binding upon the
respective heirs, executors, administrators, successors and permitted assigns of
the Parties hereto. The Parties agree that the rights of the Purchaser under
this Agreement may be assigned by the Purchaser, in whole but not in part, to
Glacier's lenders, or any agent thereof, provided that no such assignment shall,
in any way, relieve, mitigate, modify, abrogate or change the obligations of the
Purchaser and Glacier to the Vendor and Hollinger International hereunder and
further provided that no such arrangement shall, in any way, increase or expand
the liabilities or obligations of the Vendor or Hollinger International
hereunder. To the extent that the Agreement creates obligations of the
Corporation or any Subsidiary and/or obligations of the Purchaser and/or Glacier
to cause the Corporation or any Subsidiary to take or refrain from taking any
action, those obligations shall apply, mutatis mutandis, to and in respect of
the successors in interest and permitted assigns of the Corporation, the
Subsidiaries, Glacier and the Purchaser.

9.06 ENTIRE AGREEMENT

     This Agreement (together with the Schedules and the Disclosure Letter)
constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof and cancels and supersedes any prior understandings and
agreements between the parties hereto with respect thereto (including the Letter
of Intent). There are no representations, warranties, terms, conditions,
undertakings or collateral agreements, express, implied or statutory, between
the parties other than as expressly set forth in this Agreement.

9.07 AMENDMENTS AND WAIVER

     No modification of or amendment to this Agreement shall be valid or binding
unless set forth in writing and duly executed by both of the parties hereto and
no waiver of any breach of any term or provision of this Agreement shall be
effective or binding unless made in writing and signed by the party purporting
to give the same and, unless otherwise provided, shall be limited to the
specific breach waived.

9.08 ASSIGNMENT

     This Agreement may not be assigned by either the Vendor or the Purchaser
without the prior written consent of the other.

9.09 NOTICES

     Any demand, notice or other communication to be given in connection with
this Agreement shall be given in writing and shall be given by personal
delivery, by registered mail or by electronic means of communication addressed
to the recipient as follows:

<PAGE>

                                      -62-


          To the Vendor:

          c/o Hollinger International Inc.
          712 Fifth Avenue
          New York, New York
          10019

          Facsimile No.: (212) 586-0010

          Attention: General Counsel

          With a copy to:

          McCarthy Tetrault LLP
          Suite 4700, 66 Wellington Street West
          TD Bank Tower, TD Centre
          Toronto, Ontario
          M5K 1E6

          Facsimile No.: (416) 868-0673

          Attention: David A. Judson

          To the Purchaser:

          c/o Glacier Ventures International Corp.
          1970 Alberta Street
          Vancouver, British Columbia
          V5Y 3X4

          Facsimile No.: (604) 879-1483

          Attention: Jonathan Kennedy

          With a copy to:

          Farris, Vaughan, Wills & Murphy LLP
          P.O. Box 10026, 700 W. Georgia Street
          Vancouver, British Columbia
          V7Y 1B3

          Facsimile No.: (604) 661-9349

          Attention: Elizabeth Harrison

          To Glacier:

          Glacier Ventures International Corp.

<PAGE>

                                      -63-


          1970 Alberta Street
          Vancouver, British Columbia
          V5Y 3X4

          Facsimile No.: (604) 879-1483

          Attention: Jonathan Kennedy

          With a copy to:

          Farris, Vaughan, Wills & Murphy LLP
          P.O. Box 10026, 700 W. Georgia Street
          Vancouver, British Columbia
          V7Y 1B3

          Facsimile No.: (604) 661-9349

          Attention: Elizabeth Harrison

          To Hollinger International:

          712 Fifth Avenue
          New York, New York
          10019

          Facsimile No.: (212) 586-0010

          Attention: General Counsel

          With a copy to:

          McCarthy Tetrault LLP
          Suite 4700, 66 Wellington Street West
          TD Bank Tower, TD Centre
          Toronto, Ontario
          M5K 1E6

          Facsimile No.: (416) 868-0673

          Attention: David A. Judson

or to such other address, individual or electronic communication number as may
be designated by notice given by either party to the other. Any demand, notice
or other communication given by personal delivery shall be conclusively deemed
to have been given on the day of actual delivery thereof and, if given by
registered mail, on the second Business Day following the deposit thereof in the
mail and, if given by electronic communication, on the day of transmittal
thereof if given during

<PAGE>

                                      -64-


the normal business hours of the recipient and on the Business Day during which
such normal business hours next occur if not given during such hours on any day.
If the party giving any demand, notice or other communication knows or ought
reasonably to know of any difficulties with the postal system which might affect
the delivery of mail, any such demand, notice or other communication shall not
be mailed but shall be given by personal delivery or by electronic
communication.

9.10 SEVERABILITY

     If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any
Party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the Parties shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the
Parties as closely as possible in an acceptable manner to the end that
transactions contemplated hereby are fulfilled to the extent possible.

9.11 PARTIES IN INTEREST

     This Agreement shall be binding upon, inure solely to the benefit of and be
enforceable by each Party and their respective successors and assigns hereto,
and nothing in this Agreement, express or implied, is intended to or shall
confer upon any other Person (including, without limitation, any lender to the
Purchaser or Glacier) other than the Parties any right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement.

9.12 EXPENSES

     Except as otherwise expressly set forth in this Agreement all fees and
expenses incurred in connection herewith and the transactions contemplated
hereby shall be paid by the Party incurring such expenses, whether or not the
transactions contemplated hereby are consummated. Notwithstanding the foregoing
or anything to the contrary contained herein, in the event that any dispute
among the Parties results in litigation, arbitration, mediation or any other
contest, the prevailing party in such dispute shall be entitled to recover from
the losing party all fees, costs and expenses of enforcing any right of such
prevailing party with respect to this Agreement, including, without limitation,
reasonable attorney's fees and expenses.

9.13 GOVERNING LAW; ATTORNMENT

     This Agreement shall be governed by, and construed in accordance with, the
law of the Province of Ontario and the laws of Canada applicable therein. For
the purposes of all legal proceedings, this Agreement shall be deemed to have
been performed in the Province of Ontario and the courts of the Province of
Ontario shall have jurisdiction to entertain any action arising under this
Agreement. Each of the Parties hereby irrevocably and unconditionally attorn to
the exclusive jurisdiction of the courts of the Province of Ontario located in
the City of Toronto, for any litigation arising out of or relating to this
Agreement and the transactions contemplated hereby, and further agrees that
service of any process, summons, notice or document by Canadian registered mail
to its respective address set forth herein shall be effective service of process
for any litigation brought

<PAGE>

                                      -65-


against it in any such court. It is understood and agreed that upon service of
an originating process by registered mail as provided herein, the solicitors for
the plaintiffs in the action may accept service of the Statement of Claim on
behalf of the solicitors for the defendants in the action, effective on the
fifth day following mailing of the Statement of Claim, and may thereafter take
whatever steps are permitted under the Ontario Rules of Civil Procedure in
respect of an originating process for which service has been accepted by a
solicitor. Each of the Parties hereby irrevocably and unconditionally waives any
objection to the laying of venue of any litigation arising out of this Agreement
and the transactions contemplated hereby in the courts of the Province of
Ontario, and hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such litigation brought in any
such court has been brought in an inconvenient forum.

9.14 COUNTERPARTS; FACSIMILE

     This Agreement may be executed and delivered in one or more counterparts
and via facsimile, and by the Parties in separate counterparts, each of which
when executed and delivered shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.

9.15 WAIVER

     Subject to the limitations contained in this Agreement, the failure of a
party to require performance of any provision hereof shall not affect its right
at a later time to enforce the same. No waiver by a party of any term, covenant,
representation or warranty contained herein shall be effective unless in
writing. No such waiver in any one instance shall be deemed a further or
continuing waiver of any such term, covenant, representation or warranty in any
other instance.

9.16 DISCLAIMER

     The Vendor disclaims any representations or warranties except as
specifically set forth in this Agreement. In particular, the Vendor disclaims
any representation or warranty, and the Purchaser agrees that the Vendor shall
not have any liability, with respect to any information concerning the Vendor,
the Corporation, and the Subsidiaries not expressly represented and warranted to
in this Agreement, including, without limitation, any information regarding the
Vendor, the Corporation, and the Subsidiaries provided at any management
presentation related to the transactions contemplated by this Agreement.

9.17 WAIVER OF JURY TRIAL

     Each Party hereby waives to the fullest extent permitted by Applicable Law,
any right it may have to a trial by jury in respect of any litigation directly
or indirectly arising out of, under or in connection with this Agreement or any
transaction contemplated hereby.

<PAGE>

     IN WITNESS WHEREOF the parties have executed this Agreement.

                                        0744062 B.C. LTD.


                                        Per:
                                             -----------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        Per:
                                             -----------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        GLACIER VENTURES INTERNATIONAL CORP.


                                        Per:
                                             -----------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        Per:
                                             -----------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        HOLLINGER CANADIAN PUBLISHING
                                        HOLDINGS CO.


                                        Per:
                                             -----------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        HOLLINGER INTERNATIONAL INC.


                                        Per:
                                             -----------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

<PAGE>

                               SCHEDULE 1.01(PPPP)

                         PENSION AND BENEFITS AGREEMENT

<PAGE>

                               SCHEDULE 1.01(QQQQ)

                             PERMITTED ENCUMBRANCES

<PAGE>

                              SCHEDULE 1.01(IIIII)

                          SPECIAL COMMITTEE LITIGATION

<PAGE>

                               SCHEDULE 2.04(2)(J)

                           ENCUMBRANCES TO BE RELEASED

<PAGE>

                               SCHEDULE 3.01(1)(M)

                   INFORMATION ON CORPORATION AND SUBSIDIARIES

<PAGE>

                               SCHEDULE 3.01(1)(P)

                              FINANCIAL STATEMENTS

<PAGE>

                               SCHEDULE 3.01(1)(Q)

                          YEAR END FINANCIAL STATEMENTS

<PAGE>

                               SCHEDULE 3.01(1)(V)

                               MATERIAL CONTRACTS

<PAGE>

                              SCHEDULE 3.01(1)(DD)

                               REAL ESTATE LEASES

<PAGE>

                              SCHEDULE 3.01(1)(EE)

                                OWNED REAL ESTATE

<PAGE>

                                  SCHEDULE 4.08

                         INDEMNITY COOPERATION AGREEMENT

<PAGE>

                                  SCHEDULE 4.10

                    GLACIER PRE-CLOSING REORGANIZATION STEPS

<PAGE>

                                  SCHEDULE 4.11

                   HOLLINGER PRE-CLOSING REORGANIZATION STEPS

<PAGE>

                               SCHEDULE 5.01(1)(C)

                              CONSENTS AND FILINGS

<PAGE>

                                  SCHEDULE 7.05

                                   LITIGATION