##### 



Exhibit 10.23

EXECUTION COPY

Form of Fourth Amended and Restated Company Pledge Agreement
among Hollinger International Publishing Inc. and its Subsidiaries and
Wachovia Bank, N.A. dated as of December 23, 2002

FOURTH AMENDED AND RESTATED COMPANY PLEDGE AGREEMENT

THIS FOURTH AMENDED AND RESTATED COMPANY PLEDGE AGREEMENT (this
Agreement) dated as of December 23, 2002, is among HOLLINGER INTERNATIONAL
PUBLISHING INC., a Delaware corporation (the Company), the subsidiaries of
the Company listed on the signature page hereof and such other persons or
entities which from time to time become parties hereto as pledgors
(collectively, including the Company, the Pledgors and individually each a
Pledgor) and WACHOVIA BANK, N.A., in its capacity as administrative agent for
the Lenders referred to below (in such capacity, the Administrative Agent).

W I T N E S S E T H:

WHEREAS, Hollinger International Publishing Inc. (the Company),
Telegraph Group Limited (Telegraph), certain other borrowers, The
Toronto-Dominion Bank (Toronto-Dominion), as issuing bank and Toronto
Dominion (Texas), Inc., as administrative agent (in such capacity, together
with any successors in such capacity) entered into that certain Third Amended
and Restated Credit Agreement dated as of April 30, 1999 (as amended or
modified and in effect on the Amendment Effective Date, the Existing Credit
Agreement), whereunder certain financial institutions agreed to make loans and
to issue letters of credit and bankers acceptances (such loans, letters of
credit and bankers acceptances outstanding on the Amendment Effective Date,
collectively the Existing Credit Extensions); and

WHEREAS, in connection with the Original Guaranty, the Company and certain
Pledgors executed that certain Third Amended and Restated Company Pledge
Agreement dated as of April 30, 1999 among the Company, certain Subsidiaries of
the Company parties thereto and Toronto Dominion (Texas), Inc., as
administrative agent (as amended and in effect on the Amendment Effective Date,
the Original Company Pledge Agreement); and

WHEREAS, the Company has requested various financial institutions
(together with their respective successors and assigns, collectively the
Lenders and each individually a Lender) to amend and restate the Existing
Credit Agreement on the terms and conditions set forth in the Fifth Amended and
Restated Credit Agreement, dated as of even date herewith, among the Company,
Telegraph and First DT Holdings Limited (FDTH and, together with the Company
and Telegraph, each a Borrower and collectively, the Borrowers), the
Lenders, the Administrative Agent, Wachovia Securities, Inc., as sole lead
arranger and book runner, Toronto Dominion (Texas), Inc., as Syndication Agent,
and General Electric Capital Corporation, as Documentation Agent (together with
all amendments and other modifications, if any, from time to time made thereto,
the Amended and Restated Credit Agreement) to set forth, among other things,
the terms and conditions under which the Lenders thereafter will make credit
extensions to the Borrowers; it being the intention of the Company, the Lenders
and the Administrative Agent that the Amended and Restated Credit Agreement and
the Loan Documents executed in connection therewith shall not effect the
novation of the obligations of the Borrowers under the

Company Pledge Agreement



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|                                                    |  |                                                                                                      |  |               |             |              |  |   |             | 
|--------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | ------------ |  | - | ----------- | 
|Receivables Due from Unrestricted Group             |  | Type of Investment and/or Percentage Owned                                                           |  | Sept 30, 2002 |             | Nov 30, 2002
|                                                    |  |                                                                                                      |  |               |             |             
|Chicago Sun Times                                   |  |                                                                                                      |  |               |             |              |  |   |             | 
|Due from Hollinger Digital Inc.                     |  | non interest bearing advance, due on demand                                                          |  | $             | 1,031,689   |              |  | $ | 1,241,702   | 
|Due from Hollinger International Inc.               |  | non interest bearing advance, due on demand                                                          |  | $             | 5,017,938   |              |  | $ | 5,017,938   | 
|HIPI                                                |  |                                                                                                      |  |               |             |              |  |   |             | 
|Due from Hollinger Canadian Publishing Holdings Co. |  | non interest bearing advance, due on demand, denominated in Canadian dollars                         |  | $             | 5,005,966   |              |  | $ | 5,071,498   | 
|Due from XSTM Business Communications Ltd           |  | non interest bearing advance, due on demand                                                          |  | $             | 75,000      |              |  | $ | 75,000      | 
|Due from Hollinger (Challenger) Holdings Co.        |  | non interest bearing advance, due on demand, denominated in Canadian dollars                         |  | $             | 220,639     |              |  | $ | 61,141      | 
|Due from Hollinger Telegraph New Media LLC          |  | mixture of interest bearing and non interest bearing notes, due on
demand, denominated in US and GBP |  | $             | 14,699,292  |              |  | $ | 14,756,467  | 
|Due from Hollinger International Inc.               |  | interest bearing note at 9%, denominated in Canadian dollars                                         |  | $             | 263,335,261 |              |  | $ | 270,282,253 | 
|HIF Corporation                                     |  |                                                                                                      |  |               |             |              |  |   |             | 
|Due from Hollinger Canadian Publishing Holdings Co. |  | non interest bearing advance, due on demand, denominated in Canadian dollars                         |  | $             | 949,660     |              |  | $ | 959,215     | 
|TAHL                                                |  |                                                                                                      |  |               |             |              |  |   |             | 
|Due from Hollinger Digital Inc.                     |  | non interest bearing promissory note, due on demand, denominated in GBP                              |  | $             | 8,011,117   |              |  | $ | 7,936,146   | 
|Telegraph Group                                     |  |                                                                                                      |  |               |             |              |  |   |             | 
|Due from Hollinger Telegraph New Media LLC          |  | non interest bearing advance, due on demand, denominated in GBP                                      |  | $             | 676,335     |              |  | $ | 669,990     | 



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Existing Credit Agreement but be merely a restatement and, where
applicable, an amendment of and substitution for the terms governing such
obligations hereafter; and

WHEREAS, in connection with the Amended and Restated Credit Agreement,
each of the Pledgors (other than the Company) is executing and delivering an
amended and restated guaranty of even date herewith (the U.S. Subsidiary
Guaranty) of the obligations of the Borrowers under the Amended and Restated
Credit Agreement; and

WHEREAS, as a condition precedent to the Amendment Effective Date of the
Amended and Restated Credit Agreement, the Pledgors are required to execute and
deliver this Agreement; and

WHEREAS, the parties desire to amend and restate the Original Company
Pledge Agreement to recognize the addition of new issuers and new Borrowers, it
being the intention of the Borrowers, the other Pledgors, the Lenders and the
Administrative Agent that this Agreement and the Loan Documents executed in
connection herewith shall not effect a novation of the obligations of the
Company and the other Pledgors under the Original Company Pledge Agreement but
be merely a restatement and, where applicable, an amendment of the terms
governing such obligations hereafter;

WHEREAS, the Pledgors have duly authorized the execution, delivery and
performance of this Agreement; and

WHEREAS, it is in the best interests of the Pledgors to execute this
Agreement inasmuch as the Pledgors will derive substantial direct and indirect
benefits from the Loans made from time to time to the Borrowers and the Letters
of Credit issued from time to time for the account of the Company and Telegraph
pursuant to the Amended and Restated Credit Agreement;

NOW, THEREFORE, for and in consideration of any loan, advance or other
financial accommodation heretofore or hereafter made to any of the Borrowers
under or in connection with the Amended and Restated Credit Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

1.
Definitions. When used herein, the following terms have the following
meanings (such meanings to be applicable to both the singular and plural forms
of such terms):



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Additional Rights means any ownership interest, dividend or other
distribution and any other right or property which the Pledgor shall
receive or shall become entitled to receive for any reason whatsoever
with respect to, in substitution for or in exchange for any portion of
the Entity Interest and any ownership interest or right to receive any
ownership interest or dividend or distribution in which the Pledgor now
has or hereafter acquires any right, issued by any entity listed on
Schedule III hereto.



| |                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------
| | Collateral  see Section 2 hereof.                                                                             
|
| | Default means the occurrence of any Event of Default (as defined in
the Amended and Restated Credit Agreement).

Company Pledge Agreement2



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| |                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Entity Interest means each Pledgors entire interest in the entities
listed on Schedule III hereto including, without limitation, all rights
in and to all profits, proceeds and distributions of every kind and
nature whatsoever due to such Pledgor pursuant to the terms of a
partnership agreement, LLC agreement, or other similar agreement.



| |                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------
| | Issuer means the issuer of any of the shares of stock, any Entity
Interest or other securities representing all or any of the Collateral.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Liabilities means, as to each Pledgor, all obligations (monetary or
otherwise) of such Pledgor howsoever created, arising or evidenced,
whether direct or indirect, absolute or contingent, now or hereafter
existing or due or to become due including, without limitation, any
post-petition interest accruing during any bankruptcy reorganization of
any Pledgor or other similar proceeding, which arise out of or in
connection with the Amended and Restated Credit Agreement, the U.S.
Subsidiary Guaranty, Letters of Credit or Letter of Credit Applications,
any other Loan Document or any other document or instrument (including
any Hedging Agreement entered into with a Qualified Hedge Counterparty)
executed in connection therewith.



| |                                                                                                  
| | -------------------------------------------------------------------------------------------------
| | Loan Document has the meaning assigned to such term in the Amended
and Restated Credit Agreement.



| |                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------
| | Maker means the maker of any of the Subsidiary Notes or other
chattel paper representing any or all of the Collateral.



| |                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Qualified Hedge Counterparty means Wachovia Bank, N.A. and each
other Person who, on the date the applicable Hedging Agreement is entered
into, is a Lender or an affiliate of a Lender.



| |                                                                                       
| | --------------------------------------------------------------------------------------
| | Secured Parties has the meaning assigned to such term in the U.S.
Subsidiary Guaranty.

Unless otherwise defined herein or the context otherwise requires,
capitalized terms used in this Agreement, including its preamble and recitals,
have the meanings provided in the Amended and Restated Credit Agreement.

2.
Pledge. As security for the payment of all Liabilities, each Pledgor
hereby pledges to the Administrative Agent for the benefit of itself and the
other Secured Parties, and grants to the Administrative Agent for the benefit
of itself and the other Secured Parties a continuing security interest in, all
of the following:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) All equity interests owned by such Pledgor in any Borrower or
other Restricted Subsidiary, including without limitation, all Entity
Interests and all of the shares of stock and other securities described
in Schedule I hereto listed under such Pledgors name, all of the certificates and/or instruments
representing such equity interests, shares of stock and other securities
and all cash, securities, dividends, distributions, returns of capital,
instruments, rights and other property at any time and from time to time
received, receivable or otherwise distributed in respect of or in
exchange for any or all of such equity interests, shares or other
securities;

Company Pledge Agreement3



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) All additional shares of stock of any of the Issuers listed in
Schedule I and all additional shares of stock or other equity interests
of any Borrower or other Restricted Subsidiary, at any time and from time
to time acquired by any Pledgor in any manner, all of the certificates
representing such additional shares or other equity interests, and all
interest, cash, instruments, securities, dividends, rights and other
property at any time and from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such
shares;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) All of the Subsidiary Notes, Subsidiary Security Agreements,
instruments and chattel paper described in Schedule II hereto listed
under such Pledgors name, all indebtedness evidenced thereby or related
thereto, all other indebtedness owed to such Pledgor by any Person, all
substitutes for or additions to any of the foregoing, and any interest,
products, proceeds or other property at any time and from time to time
received, receivable or otherwise distributed in respect of or in
exchange for any or all of the foregoing;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) All additional Subsidiary Notes, Subsidiary Security Agreements,
instruments and chattel paper of any of the Makers listed in Schedule II
hereto or any other Subsidiary of any Pledgor at any time and from time
to time acquired by any Pledgor in any manner, all additional
indebtedness evidenced thereby or related thereto, all other additional
indebtedness of any Person at any time and from time to time acquired by
any Pledgor, all substitutes for or additions to any of the foregoing,
and any interest, products, proceeds or other property at any time and
from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the foregoing;
|
| | (e) All Additional Rights;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      



| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) All other property hereafter delivered to the Administrative
Agent in substitution for or in addition to any of the foregoing, all
certificates and instruments representing or evidencing such property,
and all cash, securities, interest, dividends, rights and other property
at any time and from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all thereof; and



| |                                                       
| | ------------------------------------------------------
| | (g) All products and proceeds of all of the foregoing.

All of the foregoing are herein collectively called the Collateral.

Each Pledgor agrees to deliver to the Administrative Agent, promptly upon
receipt and in due form for transfer (i.e., endorsed in blank or accompanied by
stock or bond powers executed in blank), any Collateral which may at any time
or from time to time be in or come into the possession or control of such
Pledgor; and prior to the delivery thereof to the Administrative Agent, such
Collateral shall be held by each Pledgor separate and apart from its other
property and in express trust for the Administrative Agent. In addition, the
Administrative Agent shall have the right at any time to exchange certificates
or instruments representing or evidencing the Collateral for certificates or
instruments of smaller or larger denominations.

3. Warranties; Further Assurances. Each Pledgor warrants to the
Administrative Agent and each other Secured Party that: (a) such Pledgor is (or
at the time of any future delivery,

Company Pledge Agreement4



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pledge, assignment or transfer thereof will
be) the legal and equitable owner of the Collateral free and clear of all
liens, security interests and encumbrances of every description whatsoever
other than the security interest created hereunder; (b) assuming continuous
possession by the Administrative Agent, the pledge and delivery of the
Collateral pursuant to this Agreement will create a valid perfected security
interest in the Collateral in favor of the Administrative Agent; (c) no
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or any other third party which
has not been obtained, made or taken, is required for (i) the grant by such
Pledgor of the security interest granted hereunder or for the execution,
delivery or performance of this Agreement by such Pledgor, (ii) the perfection
or maintenance of the security interest created hereunder (including the first
priority nature of such security interest), or (iii) the exercise by the
Administrative Agent of its voting or other rights provided for in this
Agreement or the remedies in respect of the Collateral pursuant to this
Agreement, except as may be required in connection with the disposition of any
portion of the securities pledged hereunder by laws affecting the offering and
sale of securities generally; (d) all shares of stock referred to in Schedule I
hereto are duly authorized, validly issued, fully paid and non-assessable; (e)
all Entity Interests referred to in Schedule III hereto are duly authorized,
validly issued, fully paid and non-assessable; (f) no consent, approval,
authorization, order, registration or qualification of or with any governmental
agency or body or any court or any other Person is required for the sale of any
of the Collateral in accordance with the provisions of this Agreement except
for such as have been obtained or made and except as may be required in
connection with the disposition of any portion of the securities pledged
hereunder by laws affecting the offering and sale of securities generally; (g)
as to each Issuer whose name appears in Schedule I hereto, the Collateral
represents on the date hereof not less than the applicable percent (as shown in
Schedule I hereto) of the total shares of capital stock issued and outstanding
of such Issuer; (h) as to each Issuer whose name appears in Schedule III
hereto, the Collateral represents on the date hereof not less than the
applicable percent (as shown in Schedule III hereto) of the total Entity
Interest of such Issuer, (i) the information contained in Schedule I hereto is
true and accurate in all respects and reflects all equity interests owned by
such Pledgor in any Borrower or any Restricted Subsidiary, except for any
equity interests reflected on Schedule III hereto; (j) the information
contained in Schedule II hereto is true and accurate in all respects, and
reflects all indebtedness owed to such Pledgor by any member of the Financial
Group; and (k) the information contained in Schedule III hereto is true and
accurate in all respects and reflects all equity interests owned by the
applicable Pledgor in the entities specified thereon.

So long as any of the Liabilities shall be outstanding or any commitment
shall exist on the part of the Administrative Agent or any Secured Party with
respect to the creation of any Liabilities, each Pledgor (i) shall not (except
as otherwise permitted pursuant to the Amended and Restated Credit Agreement),
without the express prior written consent of the Administrative Agent, (x)
sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any
option, warrant or other right to purchase any Collateral which is pledged
hereunder or (y) otherwise diminish or impair any of its rights in, to or under
any of the Collateral; (ii) as to each Issuer whose name appears on Schedule I
hereto, except as otherwise permitted under the Amended and Restated Credit
Agreement, shall continue to own and keep pledged hereunder not less than the
applicable percent (as shown in Schedule I hereto) of the total shares of
capital stock issued and outstanding of such Issuer; (iii) as to each Issuer
whose name appears on Schedule III hereto, except as otherwise permitted under
the Amended and Restated Credit Agreement, shall continue

Company Pledge Agreement5



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to own and keep
pledged hereunder not less than the applicable percent (as shown in
Schedule
III hereto) of the total Entity Interest of such Issuer; (iv) shall execute
such Uniform Commercial Code financing statements and other documents (and pay
the costs of filing and recording or re-filing and re-recording the same in all
public offices reasonably deemed necessary or appropriate by the Administrative
Agent) and do such other acts and things, all as the Administrative Agent may
from time to time reasonably request, to establish and maintain a valid,
perfected security interest in the Collateral including, without limitation,
marking the Pledgors stock transfer books and records to reflect such security
interest (free of all other liens, claims and rights of third parties
whatsoever), to secure the performance and payment of the Liabilities; (v) will
execute and deliver to the Administrative Agent such stock powers, endorsements
and similar documents relating to the Collateral, satisfactory in form and
substance to the Administrative Agent, as the Administrative Agent may
reasonably request; (vi) will upon the request of the Administrative Agent,
upon the occurrence and during the continuance of an Event of Default, notify
each issuer of the indebtedness pledged hereunder that such indebtedness is
subject to the security interest granted hereunder; and (vii) will furnish the
Administrative Agent or any other Secured Party with such information
concerning the Collateral as the Administrative Agent or such other Secured
Party may from time to time reasonably request, and will permit the
Administrative Agent or any other Secured Party or any designee of the
Administrative Agent or any other Secured Party, from time to time at
reasonable times and on reasonable notice, to inspect, audit and make copies of
and extracts from all records and all other papers in the possession of such
Pledgor which pertain to the Collateral as set forth in Section 10.2 of the
Amended and Restated Credit Agreement and will, upon request of the
Administrative Agent at any time when a Default has occurred and is continuing,
deliver to the Administrative Agent all of such records and papers.

4.     Holding in Name of Administrative Agent, etc. The Administrative Agent
may from time to time after the occurrence and during the continuance of a
Default, without notice to any Pledgor, take all or any of the following
actions: (a) transfer all or any part of the Collateral into the name of the
Administrative Agent or any nominee or sub-agent for the Administrative Agent,
with or without disclosing that such Collateral is subject to the lien and
security interest hereunder; (b) appoint one or more sub-agents or nominees for
the purpose of retaining physical possession of the Collateral; (c) notify the
parties obligated on any of the Collateral to make payment to the
Administrative Agent of any amounts due or to become due thereunder; (d)
endorse any checks, drafts or other writings in the name of any Pledgor to
allow collection of the Collateral; (e) enforce collection of any of the
Collateral by suit or otherwise and surrender, release or exchange all or any
part thereof, or compromise or renew for any period (whether or not longer than
the original period) any obligations of any nature of any party with respect
thereto; and (f) take control of any proceeds of the Collateral. Without
limiting the forgoing or any other provision in the Loan Documents,
the Administrative Agent may at any time make any and all filings deemed
reasonably necessary in furtherance of this Agreement, the other Loan Documents
and the purposes hereof and thereof, including without limitation, Uniform
Commercial Code financing statements showing any Pledgor as Debtor thereunder
(which financing statements may be filed in advance of the Amendment Effective
Date) in all appropriate jurisdictions, which financing statements may describe
the collateral in which a security interest is granted by each such Debtor as
all assets of such Debtor. The Administrative Agent acknowledges that, in
its capacity as Administrative Agent and security

Company Pledge Agreement6



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trustee, it holds the
Collateral under the Collateral Documents for the benefit of and in trust for
itself and the Lenders.

5.     Voting Rights, Dividends, Payments, etc. (a) Notwithstanding certain
provisions of Section 4 hereof, so long as the Administrative Agent has not
given the notice referred to in paragraph (b) below:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) Each Pledgor shall be entitled to exercise any and all
voting or consensual rights and powers and stock purchase or
subscription rights or other similar rights to acquire equity
interests (but any such exercise by a Pledgor of stock purchase or
subscription rights or other similar rights to acquire equity
interests may be made only from funds of such Pledgor not
comprising part of the Collateral (as defined in the Amended and
Restated Credit Agreement) relating or pertaining (to the extent
that such Pledgor is otherwise entitled to exercise such rights) to
the Collateral constituting stock or any part thereof for any
purpose; provided, however, that each Pledgor agrees that it will
not exercise any such rights or powers in any manner which would
have a material adverse effect on the value of such Collateral or
any part thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (2) Each Pledgor shall, subject to the proviso below, be
entitled to receive and retain (to the extent that such Pledgor is
otherwise entitled to receive and retain dividends in respect of
the Collateral) any and all lawful dividends payable in respect of
the Collateral constituting stock and any Additional Rights which
are paid in cash by any Issuer if such dividends are permitted by
the Amended and Restated Credit Agreement; provided, however, that
all dividends, distributions and Additional Rights in respect of
such Collateral or any part thereof made in shares of stock or
other property or otherwise representing any return of capital,
whether resulting from a subdivision, combination or
reclassification of such Collateral or any part thereof or received
in exchange for such Collateral or any part thereof or as a result
of any merger, consolidation, acquisition or other exchange of
assets to which any Issuer may be a party or otherwise or as a
result of any exercise of any stock purchase or subscription right,
shall be and become part of the Collateral hereunder and, if
received by any Pledgor, shall be forthwith delivered to the
Administrative Agent in due form for transfer (i.e., endorsed in
blank or accompanied by stock or bond powers executed in blank) to
be held for the purposes of this Agreement.
|
| | (3) The Administrative Agent shall execute and deliver, or
cause to be executed and delivered, to each Pledgor, all such
proxies, powers of attorney, dividend orders and other instruments
as such Pledgor may request for the purpose of enabling such
Pledgor to exercise the rights and powers which it is entitled to
exercise pursuant to clause (1) above and to receive the dividends
and Additional Rights which it is authorized to retain pursuant to
clause (2) above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (4) Subject to any restrictions contained herein or in any
other Loan Document, each Pledgor shall be entitled to (a) collect
all regular payments made or proceeds received with respect to
Collateral constituting the Subsidiary Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

Company Pledge Agreement7



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or relating to any
other indebtedness pledged hereunder and (b) enforce and prosecute
all rights and remedies available under any of the Subsidiary Notes
or Subsidiary Security Agreements, or under the documents governing
or evidencing any other indebtedness pledged hereunder.

(b)  Upon written notice from the Administrative Agent during the existence
of a Default, and for so long as the same shall be continuing, all rights and
powers which the Pledgors are entitled to exercise pursuant to Section 5(a)(1)
hereof, and all rights of the Pledgors to receive and retain dividends pursuant
to Section 5(a)(2) hereof, and all rights of the Pledgors to receive payments
pursuant to Section 5(a)(4) hereof, shall forthwith cease, and all such rights
and powers shall thereupon become vested in the Administrative Agent which
shall have, during the continuance of such Default, the sole and exclusive
authority to exercise such rights and powers and to receive such dividends and
payments. Any and all money and other property paid over to or received by the
Administrative Agent pursuant to this paragraph (b) shall be retained by the
Administrative Agent as additional Collateral hereunder and applied in
accordance with the provisions hereof.

6.     Remedies. Whenever a Default shall exist and be continuing, the
Administrative Agent may exercise from time to time any rights and remedies
available to it under the Uniform Commercial Code as in effect in New York or
otherwise available to it. Without limiting the foregoing, whenever a Default
shall exist and be continuing the Administrative Agent (a) may, to the fullest
extent permitted by applicable law, without notice, advertisement, hearing or
process of law of any kind, (i) sell any or all of the Collateral, free of all
rights and claims of the Pledgors therein and thereto, at any public or private
sale or brokers board and (ii) bid for and purchase any or all of the
Collateral at any such public sale; (b) shall have the right, for and in the
name, place and stead of the Pledgors, to execute endorsements, assignments,
stock powers and other instruments of conversion, conveyance or transfer with
respect to all or any of the Collateral; and (c) may, with respect to the
Collateral consisting of the Subsidiary Notes or relating to any other
indebtedness pledged hereunder, declare the underlying loans immediately due,
payable and collectible without notice to any Pledgor, regardless of maturity,
and in that event the underlying loans and obligations shall become immediately
due, payable, and collectible; and thereupon the Administrative Agent may then
or at any time thereafter, in addition to the remedies of the Administrative
Agent and other Secured Parties set forth in the Amended and Restated Credit
Agreement, collect from any Pledgor any payments or collections theretofore
received by such Pledgor pursuant to Section 5 hereof, or sell, assign,
transfer and deliver the whole of the
Collateral or any part thereof, or additions thereto, or substitutions
therefor, in such order as the Administrative Agent may elect, at public or
private sale, at such price or prices, and upon such terms and conditions as
the Administrative Agent in its sole and absolute discretion may determine,
without demand, advertisement or notice of any kind. Each Pledgor hereby
expressly waives, to the fullest extent permitted by applicable law, any and
all notices, advertisements, hearings or process of law in connection with the
exercise by the Administrative Agent of any of its rights and remedies during
the continuance of a Default. If any notification of intended disposition of
any of the Collateral is required by law, such notification, if mailed, shall
be deemed reasonably and properly given if mailed by certified or registered
mail at least twenty (20) days before such disposition, postage prepaid,
addressed to the Company, either at the address of the Company shown below or
at any other address of the Company appearing on the records of the
Administrative Agent. Any proceeds of any of the Collateral may be applied by

Company Pledge Agreement8



---



##### 



the Administrative Agent to the payment of expenses in connection with the
Collateral, including, without limitation, reasonable attorneys fees and legal
expenses, and any balance of such proceeds may be applied by the Administrative
Agent toward the payment of such of the Liabilities, and in such order of
application, as the Administrative Agent may from time to time elect (and,
after payment in full of all Liabilities, any excess shall be delivered to the
Company or as a court of competent jurisdiction shall direct).

The Administrative Agent is hereby authorized to comply with any
limitation or restriction in connection with any sale of Collateral as it may
be advised by counsel is necessary in order to (x) avoid any violation of
applicable law (including, without limitation, compliance with such procedures
as may restrict the number of prospective bidders and purchasers and/or further
restrict such prospective bidders or purchasers to persons or entities who will
represent and agree that they are purchasing for their own account for
investment and not with a view to the distribution or resale of such
Collateral) or (y) obtain any required approval of the sale or of the purchase
by any governmental regulatory authority or official, and each Pledgor agrees
that such compliance shall not result in such sale being considered or deemed
not to have been made in a commercially reasonable manner and that the
Administrative Agent shall not be liable or accountable to any Pledgor for any
discount allowed by reason of the fact that such Collateral is sold in
compliance with any such limitation or restriction.

7.     Termination or Release. This Agreement and the security interest
granted hereby shall terminate when all the Liabilities have been indefeasibly
paid in full and the Lenders have no further commitment to lend under the
Amended and Restated Credit Agreement. The Administrative Agent shall execute
and deliver to the Pledgor, at the Pledgors expense, all documents that the
Pledgor shall reasonably request to evidence such termination or release. Any
execution and delivery of documents pursuant to this Section 7 shall be without
recourse to or warranty by the Administrative Agent. If at any time all or any
part of any payment theretofore applied by the Administrative Agent or any
other Secured Party to any of the obligations under the Facilities is or must
be rescinded or returned by the Administrative Agent or such other Secured
Party for any reason whatsoever (including, without limitation, the insolvency,
bankruptcy or reorganization of any Pledgor), such obligations shall, for the
purposes of this Agreement, to the extent that such payment is or must be
rescinded or returned, be deemed to have continued in existence,
notwithstanding such application by the Administrative Agent or such other
Secured Party, and this Agreement shall continue to be
effective or be reinstated, as the case may be, as to such obligations,
all as though such application by the Administrative Agent or such other
Secured Party had not been made.

8.      Address for Notices. All notices hereunder shall be in writing
(including facsimile transmission) and shall be sent to the applicable party at
its address or facsimile number set forth below its signature hereto or at such
other address or facsimile number as such party may, by written notice received
by the other parties hereto, have designated as its address for such purpose.
Notices sent by facsimile transmission shall be deemed to have been given when
sent; notices sent by mail shall be deemed to have been given three Business
Days after the date when sent by registered or certified mail, postage prepaid;
and notices sent by hand delivery shall have been deemed to have been given
when received.

Company Pledge Agreement9



---



##### 



9.     General. The Administrative Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Collateral if it takes
such action for that purpose as any Pledgor shall request in writing, but
failure of the Administrative Agent to comply with any such request shall not
of itself be deemed a failure to exercise reasonable care, and no failure of
the Administrative Agent to preserve or protect any rights with respect to the
Collateral against prior parties, or to do any act with respect to preservation
of the Collateral not so requested by any Pledgor, shall be deemed of itself a
failure to exercise reasonable care in the custody or preservation of any
Collateral.

Each Pledgor agrees to indemnify, defend and save and hold harmless each
Secured Party and each of their Affiliates and their respective officers,
directors, employees, agents and advisors (each, an Indemnified Party) from
and against, and shall pay on demand, any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and
expenses of counsel) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or
resulting from this Agreement (including, without limitation, enforcement of
this Agreement), except to the extent such claim, damage, loss, liability or
expense is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Partys gross negligence or
willful misconduct. Each of the Pledgors agrees to pay all reasonable expenses
(including reasonable fees and expenses of counsel) paid or incurred by the
Administrative Agent or any other Secured Party in endeavoring to collect the
obligations of such Pledgor, or any part thereof, and in enforcing this
Agreement against such Pledgor, and such obligations will themselves be
obligations hereunder.

No delay on the part of the Administrative Agent in exercising any right,
power or remedy shall operate as a waiver thereof, and no single or partial
exercise of any such right, power or remedy shall preclude any other or further
exercise thereof, or the exercise of any other right, power or remedy. No
amendment, modification or waiver of, or consent with respect to, any provision
of this Agreement shall be effective unless the same shall be in writing and
signed and delivered by the Administrative Agent and each Pledgor, and then
such amendment, modification, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

All obligations of the Pledgors and all rights, powers and remedies of the
Administrative Agent and the other Secured Parties expressed herein are in
addition to all other rights, powers and remedies possessed by them, including,
without limitation, those provided by applicable law or in any other written
instrument or agreement relating to any of the Liabilities or any security
therefor.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.Wherever possible each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.

Company Pledge Agreement10



---



##### 



This Agreement shall be binding upon each Pledgor and the Administrative
Agent and their respective successors and assigns, and shall inure to the
benefit of each Pledgor and the Administrative Agent and the successors and
assigns of the Administrative Agent.

This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, and each such counterpart
shall be deemed to be an original, but all such counterparts shall together
constitute one and the same Agreement. Delivery of an executed counterpart of
a signature page to this Agreement by telecopier shall be effective as delivery
of an original executed counterpart of this Agreement. At any time after the
date of this Agreement, one or more additional persons or entities may become
parties hereto by executing and delivering to the Administrative Agent a
counterpart of this Agreement. Immediately upon such execution and delivery
(and without any further action), each such additional person or entity will
become a party to, and will be bound by all the terms of, this Agreement.

ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT AND MAINTAINED
EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT
ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT THE ADMINISTRATIVE AGENTS OPTION, IN THE COURTS OF ANY
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH
PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET
FORTH ABOVE. EACH PLEDGOR HEREBY IRREVOCABLY APPOINTS HOLLINGER INTERNATIONAL
INC, 712 FIFTH AVENUE, NEW YORK, NEW YORK, 10019, USA, (THE PROCESS AGENT),
ATTENTION: MARK KIPNIS, AS ITS AGENT TO RECEIVE, ON ITS BEHALF AND ON BEHALF OF
ITS PROPERTY, SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER
PROCESS WHICH MAY BE SERVED IN ANY SUCH LITIGATION,
SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS
TO EACH PLEDGOR IN CARE OF THE PROCESS AGENT AT THE PROCESS AGENTS ABOVE
ADDRESS, AND EACH PLEDGOR HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS
AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF. EACH PLEDGOR FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, TO THE
ADDRESS OF THE PERSON SPECIFIED IN, OR PURSUANT TO, THE AMENDED AND RESTATED
CREDIT AGREEMENT OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW
YORK. EACH PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED
TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. TO THE

Company Pledge Agreement11



---



##### 



EXTENT THAT ANY PLEDGOR HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN
AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH
PLEDGOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

EACH OF THE PLEDGOR, THE ADMINISTRATIVE AGENT AND, BY ACCEPTING THE
BENEFITS HEREOF, EACH LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY
OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
THEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH
ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY.

All payments to be made by any Pledgor to any person hereunder shall be
made free and clear of, and without deduction for or on account of, tax unless
such Pledgor is required by law to make such a payment subject to the deduction
or withholding of tax, in which case the sum payable by such Pledgor in respect
of which such deduction or withholding is required to be made shall be
increased to the extent necessary to ensure that, after the making of such
deduction or withholding, such person receives and retains (free from any
liability in respect of any such deduction or withholding) a net sum equal to
the sum which it would have received and so retained had no such deduction or
withholding been made or required to be made.

The obligations of each Pledgor in respect of any sum due to the
Administrative Agent or any other Secured Party hereunder shall,
notwithstanding any judgment in a currency (the Judgment Currency) other than
the currency in which such sum was originally denominated (the Original
Currency), be discharged only to the extent that following receipt by the
Administrative Agent or such other Secured Party of any sum adjudged to be so
due in the Judgment Currency, the Administrative Agent or such other Secured Party,
in accordance with normal banking procedures, purchases the Original Currency
with the Judgment Currency. If the amount of Original Currency so purchased is
less than the sum originally due to the Administrative Agent or such other
Secured Party, each Pledgor agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Administrative Agent or
such other Secured Party, as the case may be, against such loss, and if the
amount of Original Currency so purchased exceeds the sum originally due to the
Administrative Agent or such other Secured Party, as the case may be, the
Administrative Agent or such other Secured Party agrees to remit such excess to
such Pledgor.

Company Pledge Agreement12



---



##### 



IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as
of the day and year first written above.

| |                                         | 
| | --------------------------------------- | 
| | HOLLINGER
INTERNATIONAL PUBLISHING INC.
|
|
|
| | By:                                     | 
| | Name:                                   | 
| | Title:                                  | 

| |                |                        
| | -------------- | -----------------------
| | Address:       | 401 North Wabash Avenue
| |                | Chicago, Illinois 60611
|
| | Facsimile No.: | (312) 321-0629         

| |           
| | ----------
| | Attention:

Company Pledge Agreement



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##### 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | ALLIANCE NEWS INC.
AMERICAN PUBLISHING (1991) INC.
AMERICAN PUBLISHING COMPANY
AMERICAN PUBLISHING COMPANY OF NEW YORK
APAC-90 OKLAHOMA HOLDINGS, INC.
APAC-95 OKLAHOMA HOLDINGS, INC.
APC 1993, INC.
APMS-93 INC.
CHICAGO GROUP ACQUISITION INC.
CHICAGO SUN-TIMES FEATURES, INC.
CHICAGO SUN-TIMES, INC.
DIGITAL CHICAGO INC.
FOX VALLEY PUBLICATIONS, INC.
HOLLINGER INTERNATIONAL PUBLISHING INC.
HOLLINGER NCI HOLDINGS, LLC
HTH BENHOLDCO LLC
HTH HOLDINGS INC.
LHAT CORPORATION
MIDWEST SUBURBAN PUBLISHING, INC.
PIONEER NEWSPAPERS INC.
REACH CHICAGO INC.
SUN TELEMARKETING INC.
SUN-TIMES DISTRIBUTION SYSTEMS, INC.
SUN-TIMES PRD INC.
TAHL (2002) INC.
TELEGRAPH AUSTRALIAN HOLDINGS LIMITED
THE JOHNSTOWN TRIBUNE PUBLISHING COMPANY
THE POST-TRIBUNE COMPANY
THE RED STREAK HOLDING COMPANY
THE SUN-TIMES COMPANY
VALLEY CABLE TV, INC
|

| |        | 
| | ------ | 
| | By:    | 
| | Name: 
| | Title:

| |                |                        
| | -------------- | -----------------------
| | Address:       | 401 North Wabash Avenue
| |                | Chicago, Illinois 60611
|
| | Facsimile No.: | (312) 321-0629         
|
| | Attention:    

Company Pledge Agreement



---



##### 



| |                                                   | 
| | ------------------------------------------------- | 
| | OKLAHOMA AIRPLANE LLC                            
|
| | By:  APAC-95 Oklahoma
Holdings, Inc., its Manager
|
|
|
| | By:                                               | 
| | Name:                                            
| | Title:                                           

| |                |                        
| | -------------- | -----------------------
| | Address:       | 401 North Wabash Avenue
| |                | Chicago, Illinois 60611
|
| | Facsimile No.: | (312) 321-0629         
|
| | Attention:    

| |                                           | 
| | ----------------------------------------- | 
| | CST MEMBER LLC                           
|
| | By:  Chicago Sun-Times, Inc., its Manager
|
|
|
| | By:                                       | 
| | Name:                                    
| | Title:                                   

| |                |                        
| | -------------- | -----------------------
| | Address:       | 401 North Wabash Avenue
| |                | Chicago, Illinois 60611
|
| | Facsimile No.: | (312) 321-0629         
|
| | Attention:    

Company Pledge Agreement



---



##### 



| |                                                               | 
| | ------------------------------------------------------------- | 
| | HGP, PARTNERSHIP                                             
|
| | By:  Hollinger International Publishing Inc., general partner
|
|
|
| | By:                                                           | 
| | Name:                                                        
| | Title:                                                       
|
|
| | By:  The Johnstown Tribune Company, its general partner      
|
|
| | By:                                                           | 
| | Name:                                                        
| | Title:                                                       

| |                |                        
| | -------------- | -----------------------
| | Address:       | 401 North Wabash Avenue
| |                | Chicago, Illinois 60611
|
| | Facsimile No.: | (312) 321-0629         
|
| | Attention:    

| |                                             | 
| | ------------------------------------------- | 
| | WACHOVIA BANK, N.A. as Administrative Agent
|
|
|
| | By:                                         | 
| | Name:                                      
| | Title:                                     

| |                |                                                                       
| | -------------- | ----------------------------------------------------------------------
| | Address:       | One Wachovia Center,
301 South College Street
Charlotte, NC 28288-0604
|
| | Facsimile No.: | (704) 374-4092                                                        
|
| | Attention:     | Joe Mynatt                                                            

Company Pledge Agreement



---



##### 



SCHEDULE I

STOCK

PART A:

HOLLINGER INTERNATIONAL PUBLISHING
INC.

|                                             |  |        |     |               |  |                                |        |                   |     |   |     |   |           |  |        | 
|-------------------------------------------- |  | ------ | --- | ------------- |  | ------------------------------ | ------ | ----------------- | --- | - | --- | - | --------- |  | ------ | 
|Issuer                                       |  | Cert # |     | No. of Shares |  | %                              |        | Total Outstanding
|                                             |  |        |     |               |  |                                |        |                  
|Alliance News Inc.                           |  |        | 1   |               |  |                                | 100    |                   |     |   | 100 | % |           |  | 100    | 
|American Publishing Company                  |  |        | 2   |               |  |                                | 100    |                   |     |   | 100 | % |           |  | 100    | 
|HTH Holdings Inc.                            |  |        | 2   |               |  |                                | 100    |                   |     |   | 100 | % |           |  | 100    | 
|Reach Chicago Inc. (f/k/a Aditus (USA) Inc.) |  |        | 1   |               |  |                                | 100    |                   |     |   | 100 | % |           |  | 100    | 
|The Sun-Times Company                        |  |        | A25 |               |  | 34,999.66Class A Common Shares |        |                   | 100 | % |     |   | 34,999.66 | 
|The Sun-Times Company                        |  |        | C6  |               |  | 80,873Class C Common Shares    |        |                   | 100 | % |     |   | 80,873    | 
|The Sun-Times Company (Warrants)             |  |        | W  |               |  | 168,651Class C Common Shares   |        |                   |     |   |     |   |           | 
|                                             |  |        | W  |               |  | 109,226Class C Common Shares   |        |                   | 100 | % |     |   | 277,877   | 
|Valley Cable TV, Inc.                        |  |        | 2   |               |  |                                | 100    |                   |     |   | 100 | % |           |  | 100    | 
|Sugra (Bermuda) Limited                      |  |        | 2   |               |  |                                | 12,000 |                   |     |   | 100 | % |           |  | 12,000 | 



---



##### 



PART B:

AMERICAN PUBLISHING COMPANY

|                                   |  |        |    |               |  |                                      |                        |                   |     |   |     |   |        |  |        | 
|---------------------------------- |  | ------ | -- | ------------- |  | ------------------------------------ | ---------------------- | ----------------- | --- | - | --- | - | ------ |  | ------ | 
|Issuer                             |  | Cert # |    | No. of Shares |  | %                                    |                        | Total Outstanding
|                                   |  |        |    |               |  |                                      |                        |                  
|American Publishing (1991) Inc.    |  |        | C3 |               |  |                                      | 10,000 Common Shares   |                   |     |   | 100 | % |        |  | 10,000 | 
|American Publishing (1991) Inc.    |  |        | P3 |               |  | 31,700 First Series Preferred Shares |                        |                   | 100 | % |     |   | 31,700 | 
|American Publishing Holdings Inc.  |  |        | 4  |               |  |                                      | 100                    |                   |     |   | 100 | % |        |  | 100    | 
|APAC-95 Inc.                       |  |        | 2  |               |  |                                      | 100                    |                   |     |   | 100 | % |        |  | 100    | 
|The Crowley Publishing Corporation |  |        | 44 |               |  |                                      | 150                    |                   |     |   | 100 | % |        |  | 150    | 
|The Crowley Publishing Corporation |  |        | 13 |               |  |                                      | 1,650 Preferred Shares |                   |     |   | 100 | % |        |  | 1,650  | 

AMERICAN PUBLISHING (1991) INC. (f/k/a
American Publishing Company)1

|                                                                                |  |        |    |               |  |   |     |                   |  |  |     |   |  |  |     | 
|------------------------------------------------------------------------------- |  | ------ | -- | ------------- |  | - | --- | ----------------- |  |  | --- | - |  |  | --- | 
|Issuer                                                                          |  | Cert # |    | No. of Shares |  | % |     | Total Outstanding
|                                                                                |  |        |    |               |  |   |     |                  
|American Publishing Company of New York (f/k/a
    APC New York Holdings, Inc.) |  |        | 1  |               |  |   | 100 |                   |  |  | 100 | % |  |  | 100 | 
|APAC-90 Oklahoma Holdings, Inc.                                                 |  |        | 2  |               |  |   | 100 |                   |  |  | 100 | % |  |  | 100 | 
|APAC-95 Oklahoma Holdings, Inc.                                                 |  |        | 6  |               |  |   | 108 |                   |  |  | 52  | % |  |  | 208 | 
|APAC-95 Oklahoma Holdings, Inc.                                                 |  |        | 7  |               |  |   | 100 |                   |  |  | 48  | % |  |  | 208 | 
|The Johnstown Tribune Publishing Company                                        |  |        |   |               |  |   | 10  |                   |  |  | 100 | % |  |  | 10  | 
|American Publishing Company of North Carolina                                   |  |        | 54 |               |  |   | 540 |                   |  |  | 100 | % |  |  | 540 | 
|American Publishing Company of Ohio (f/k/a Eden
    Publishing Company)         |  |        | 1  |               |  |   | 100 |                   |  |  | 100 | % |  |  | 100 | 
|American Publishing Company of Pennsylvania                                     |  |        | 2  |               |  |   | 100 |                   |  |  | 100 | % |  |  | 100 | 
|American Publishing Management Services, Inc.                                   |  |        | 2  |               |  |   | 100 |                   |  |  | 100 | % |  |  | 100 | 



---

1until
August 30, 1991



---



##### 



|                                                                 |  |        |    |               |  |   |                               |                   |  |  |     |   |  |  |     | 
|---------------------------------------------------------------- |  | ------ | -- | ------------- |  | - | ----------------------------- | ----------------- |  |  | --- | - |  |  | --- | 
|Issuer                                                           |  | Cert # |    | No. of Shares |  | % |                               | Total Outstanding
|                                                                 |  |        |    |               |  |   |                               |                  
|APAC-90 Inc.                                                     |  |        | P5 |               |  |   | 10,000
First Preferred Shares |                   |  |  | 100 | % |  |  | 100 | 
|APC Missouri Holdings, Inc. (f/k/a Rolla
    Publishing Company) |  |        | 1  |               |  |   | 100                           |                   |  |  | 100 | % |  |  | 100 | 
|Meridian Star, Inc.                                              |  |        | 77 |               |  |   | 181                           |                   |  |  | 100 | % |  |  | 181 | 
|The Statesman-Examiner, Inc.                                     |  |        | 30 |               |  |   | 175                           |                   |  |  | 100 | % |  |  | 175 | 
|United Media Group Inc.                                          |  |        | 45 |               |  |   | 313                           |                   |  |  | 100 | % |  |  | 313 | 
|New Times Publishing, Inc.                                       |  |        | 94 |               |  |   | 100                           |                   |  |  | 100 | % |  |  | 100 | 

THE SUN-TIMES COMPANY

|                                                                                                             |  |        |    |               |  |   |       |                   |  |  |     |   |  |  |        | 
|------------------------------------------------------------------------------------------------------------ |  | ------ | -- | ------------- |  | - | ----- | ----------------- |  |  | --- | - |  |  | ------ | 
|Issuer                                                                                                       |  | Cert # |    | No. of Shares |  | % |       | Total Outstanding
|                                                                                                             |  |        |    |               |  |   |       |                  
|APC 1993, Inc.                                                                                               |  |        | 3  |               |  |   | 100   |                   |  |  | 100 | % |  |  | 100    | 
|Chicago Group Acquisition Inc.                                                                               |  |        | 2  |               |  |   | 100   |                   |  |  | 100 | % |  |  | 100    | 
|Chicago Sun-Times, Inc.                                                                                      |  |        | 1A |               |  |   | 1,000 |                   |  |  | 100 | % |  |  | 1,000  | 
|Chicago Sun-Times Features, Inc.                                                                             |  |        | 1  |               |  |   | 1,000 |                   |  |  | 100 | % |  |  | 1,000  | 
|Digital Chicago Inc.                                                                                         |  |        | 1  |               |  |   | 100   |                   |  |  | 100 | % |  |  | 100    | 
|Fox Valley Publications, Inc. (f/k/a American
    Publishing Company of Arkansas                             |  |        | 4  |               |  |   | 100   |                   |  |  | 100 | % |  |  | 100    | 
|LHAT Corporation                                                                                             |  |        | 1  |               |  |   | 1     |                   |  |  | 1   | % |  |  | 100    | 
|LHAT Corporation                                                                                             |  |        | 2  |               |  |   | 99    |                   |  |  | 99  | % |  |  | 100    | 
|The Post-Tribune Company (f/k/a American
    Publishing Company of Illinois, f/k/a Olney Publishing Company) |  |        | 2  |               |  |   | 100   |                   |  |  | 100 | % |  |  | 100    | 
|Sun Telemarketing Inc.                                                                                       |  |        | 1  |               |  |   | 100   |                   |  |  | 100 | % |  |  | 100    | 
|Sun-Times Distribution Systems, Inc.                                                                         |  |        | 1  |               |  |   | 8,000 |                   |  |  | 80  | % |  |  | 10,000 | 
|Sun-Times PRD Inc.                                                                                           |  |        | 1  |               |  |   | 100   |                   |  |  | 100 | % |  |  | 100    | 



---



##### 



APC 1993, INC.

|             |  |        |   |               |  |   |     |                   |  |  |     |   |  |  |     | 
|------------ |  | ------ | - | ------------- |  | - | --- | ----------------- |  |  | --- | - |  |  | --- | 
|Issuer       |  | Cert # |   | No. of Shares |  | % |     | Total Outstanding
|             |  |        |   |               |  |   |     |                  
|APMS-93 Inc. |  |        | 3 |               |  |   | 100 |                   |  |  | 100 | % |  |  | 100 | 

CHICAGO SUN-TIMES, INC.

|                                |  |        |   |               |  |   |     |                   |  |  |     |   |  |  |     | 
|------------------------------- |  | ------ | - | ------------- |  | - | --- | ----------------- |  |  | --- | - |  |  | --- | 
|Issuer                          |  | Cert # |   | No. of Shares |  | % |     | Total Outstanding
|                                |  |        |   |               |  |   |     |                  
|The Red Streak Holdings Company |  |        | 1 |               |  |   | 100 |                   |  |  | 100 | % |  |  | 100 | 

LHAT CORPORATION

|                                                                    |  |        |   |               |  |   |      |                   |  |  |     |   |  |  |      | 
|------------------------------------------------------------------- |  | ------ | - | ------------- |  | - | ---- | ----------------- |  |  | --- | - |  |  | ---- | 
|Issuer                                                              |  | Cert # |   | No. of Shares |  | % |      | Total Outstanding
|                                                                    |  |        |   |               |  |   |      |                  
|Midwest Suburban Publishing, Inc. (f/k/a/ Daily
    Southtown Inc.) |  |        | 3 |               |  |   | 100  |                   |  |  | 100 | % |  |  | 100  | 
|Pioneer Newspapers Inc.                                             |  |        | 2 |               |  |   | 1000 |                   |  |  | 100 | % |  |  | 1000 | 
|Telegraph Australian Holdings Limited                               |  |        | 8 |               |  |   | 103  |                   |  |  | 100 | % |  |  | 103  | 
|TAHL (2002) Inc.                                                    |  |        | 1 |               |  |   | 1    |                   |  |  | 100 | % |  |  | 1    | 

Company Pledge Agreement



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##### 



SCHEDULE II

TO FOURTH AMENDED AND RESTATED COMPANY PLEDGE
AGREEMENT

Debt owing from HIPI or any Restricted
Subsidiary Obligor to HIPI or any U.S. Restricted Subsidiary
Obligor
USD unless otherwise stated


|                                            |  |                                         |  |        |                |          |  |     |     |  |  |  |                | 
|------------------------------------------- |  | --------------------------------------- |  | ------ | -------------- | -------- |  | --- | --- |  |  |  | -------------- | 
|Debtor (A/P)                                |  | Creditor (A/R)                          |  | Amount |                | Currency |  | US$
|                                            |  |                                         |  |        |                |          |  |    
|Alliance News Inc.                          |  | Chicago Sun-Times, Inc.                 |  |        | 82,132.00      |          |  |     | USD |  |  |  |                | 
|American Publishing Company                 |  | Hollinger International Publishing Inc. |  |        | 2,600,000.00   |          |  |     | USD |  |  |  |                | 
|American Publishing Company                 |  | Chicago Sun-Times, Inc.                 |  |        | 969.00         |          |  |     | USD |  |  |  |                | 
|Chicago Sun-Times, Inc.                     |  | Fox Valley Publications, Inc.           |  |        | 1,642,532.00   |          |  |     | USD |  |  |  |                | 
|Chicago Sun-Times, Inc.                     |  | Hollinger International Publishing Inc. |  |        | 58,314,581.86  |          |  |     | USD |  |  |  |                | 
|Chicago Sun-Times, Inc.                     |  | Midwest Suburban Publishing, Inc.       |  |        | 30,497,699.00  |          |  |     | USD |  |  |  |                | 
|Chicago Sun-Times, Inc.                     |  | Pioneer Newspapers Inc.                 |  |        | 30,926,244.00  |          |  |     | USD |  |  |  |                | 
|Chicago Sun-Times, Inc.                     |  | Post-Tribune Company, The               |  |        | 1,275,155.00   |          |  |     | USD |  |  |  |                | 
|Chicago Sun-Times, Inc.                     |  | Telegraph Australian Holdings Limited   |  |        | 11,847,481.00  |          |  |     | USD |  |  |  |                | 
|DT Holdings Limited                         |  | Hollinger International Publishing Inc. |  |        | 7,924,378.73   |          |  |     | USD |  |  |  |                | 
|DT Holdings Limited                         |  | Telegraph Australian Holdings Limited   |  |        | 700,035.88     |          |  |     | GBP |  |  |  | 1,088,770.84   | 
|First DT Holdings Limited                   |  | Hollinger International Publishing Inc. |  |        | 193,389,905.84 |          |  |     | GBP |  |  |  | 300,780,711.26 | 
|First DT Holdings Limited                   |  | Hollinger International Publishing Inc. |  |        | 4,506,304.13   |          |  |     | USD |  |  |  |                | 
|First DT Holdings Limited                   |  | Telegraph Australian Holdings Limited   |  |        | 17,528,506.00  |          |  |     | GBP |  |  |  | 27,262,211.43  | 
|First DT Holdings Limited                   |  | Telegraph Australian Holdings Limited   |  |        | 4,647,990.00   |          |  |     | GBP |  |  |  | 7,229,052.27   | 
|First DT Holdings Limited                   |  | Telegraph Australian Holdings Limited   |  |        | 701,566.00     |          |  |     | GBP |  |  |  | 1,091,150.64   | 
|First DT Holdings Limited                   |  | Telegraph Australian Holdings Limited   |  |        | 108,220.00     |          |  |     | GBP |  |  |  | 168,315.34     | 
|First DT Holdings Limited                   |  | Telegraph Australian Holdings Limited   |  |        | 13,018,378.64  |          |  |     | GBP |  |  |  | 20,247,577.92  | 
|Fox Valley Publications, Inc.               |  | Hollinger International Publishing Inc. |  |        | 106,578,325.54 |          |  |     | USD |  |  |  |                | 
|Fox Valley Publications, Inc.               |  | Midwest Suburban Publishing, Inc.       |  |        | 1,421,531.00   |          |  |     | USD |  |  |  |                | 
|Fox Valley Publications, Inc.               |  | Pioneer Newspapers Inc.                 |  |        | 85,542.00      |          |  |     | USD |  |  |  |                | 
|Fox Valley Publications, Inc.               |  | Post-Tribune Company, The               |  |        | 19,645.00      |          |  |     | USD |  |  |  |                | 
|Hollinger International Publishing
    Inc. |  | American Publishing Company             |  |        | 504,008,500.93 |          |  |     | USD |  |  |  |                | 
|Hollinger International Publishing
    Inc. |  | Post-Tribune Company, The               |  |        | 1,656,420.04   |          |  |     | USD |  |  |  |                | 
|Hollinger International Publishing
    Inc. |  | Telegraph Australian Holdings Limited   |  |        | 175,861,261.00 |          |  |     | USD |  |  |  |                | 
|Hollinger International Publishing
    Inc. |  | Telegraph Australian Holdings Limited   |  |        | 134,635,314.71 |          |  |     | USD |  |  |  |                | 
|Hollinger International Publishing
    Inc. |  | Telegraph Australian Holdings Limited   |  |        | 62,301,580.27  |          |  |     | USD |  |  |  |                | 
|Hollinger International Publishing
    Inc. |  | Telegraph Australian Holdings Limited   |  |        | 38,782,476.00  |          |  |     | USD |  |  |  |                | 
|Hollinger International Publishing
    Inc. |  | Telegraph Australian Holdings Limited   |  |        | 23,813,848.24  |          |  |     | USD |  |  |  |                | 
|Hollinger International Publishing
    Inc. |  | Telegraph Australian Holdings Limited   |  |        | 20,017,740.11  |          |  |     | GBP |  |  |  | 31,133,735.14  | 
|Hollinger International Publishing
    Inc. |  | HGP, Partnership                        |  |        | 185,130,000.00 |          |  |     | USD |  |  |  |                | 
|Hollinger UK Holdings Limited               |  | Hollinger International Publishing Inc. |  |        | 512,543.45     |          |  |     | GBP |  |  |  | 797,162.51     | 
|Johnstown Tribune Publishing Company, The   |  | HGP, Partnership                        |  |        | 1,870,000.00   |          |  |     | USD |  |  |  |                | 
|Midwest Suburban Publishing, Inc.           |  | Alliance News Inc.                      |  |        | 13,873.00      |          |  |     | USD |  |  |  |                | 
|Midwest Suburban Publishing, Inc.           |  | American Publishing Company             |  |        | 2,500,000.00   |          |  |     | USD |  |  |  |                | 
|Midwest Suburban Publishing, Inc.           |  | Hollinger International Publishing Inc. |  |        | 4,725,257.17   |          |  |     | USD |  |  |  |                | 
|Pioneer Newspapers Inc.                     |  | Hollinger International Publishing Inc. |  |        | 6,410,668.27   |          |  |     | USD |  |  |  |                | 
|Pioneer Newspapers Inc.                     |  | Midwest Suburban Publishing, Inc.       |  |        | 23,201.00      |          |  |     | USD |  |  |  |                | 
|Post-Tribune Company, The                   |  | American Publishing (1991) Inc.         |  |        | 17,391,000.00  |          |  |     | USD |  |  |  |                | 
|Post-Tribune Company, The                   |  | American Publishing Company             |  |        | 36,405,025.00  |          |  |     | USD |  |  |  |                | 
|Post-Tribune Company, The                   |  | Midwest Suburban Publishing, Inc.       |  |        | 90,676.00      |          |  |     | USD |  |  |  |                | 
|Post-Tribune Company, The                   |  | Pioneer Newspapers Inc.                 |  |        | 8,000.00       |          |  |     | USD |  |  |  |                | 
|Second DT Holdings Limited                  |  | Hollinger International Publishing Inc. |  |        | 6,714.89       |          |  |     | USD |  |  |  |                | 
|Telegraph Australian Holdings Limited       |  | Hollinger International Publishing Inc. |  |        | 3,947,825.38   |          |  |     | USD |  |  |  |                | 
|Telegraph Group Limited                     |  | Telegraph Australian Holdings Limited   |  |        | 4,842,094.33   |          |  |     | GBP |  |  |  | 7,530,944.13   | 
|Telegraph Group Limited                     |  | Telegraph Australian Holdings Limited   |  |        | 19,982,618.29  |          |  |     | GBP |  |  |  | 31,079,109.93  | 
|Telegraph Group Limited                     |  | Telegraph Australian Holdings Limited   |  |        | 6,260,347.39   |          |  |     | GBP |  |  |  | 9,736,763.32   | 

Company Pledge Agreement



---



##### 



SCHEDULE III

TO FOURTH AMENDED AND RESTATED COMPANY PLEDGE
AGREEMENT

ENTITY INTERESTS

Hollinger International Publishing
Inc.

|                            |  |                                                 
|--------------------------- |  | ------------------------------------------------
|Issuer                      |  | Description of Entity Interest                  
|                            |  |                                                 
|HGP, Partnership            |  | 99% general partnership interest/Uncertificated 
|HTH Benholdco LLC           |  | 100% general partnership interest/Uncertificated
|Hollinger NCI Holdings, LLC |  | 100% membership interest/Uncertificated         

APAC-95 Oklahoma Holdings, Inc.

|                      |  |                                        
|--------------------- |  | ---------------------------------------
|Issuer                |  | Description of Entity Interest         
|                      |  |                                        
|Oklahoma Airplane LLC |  | 100% Membership Interest/Uncertificated

The Johnstown Tribune Publishing
Company

|                 |  |                                               
|---------------- |  | ----------------------------------------------
|Issuer           |  | Description of Entity Interest                
|                 |  |                                               
|HGP, Partnership |  | 1% general partnership interest/Uncertificated

Chicago Sun-Times, Inc.

|               |  |                                        
|-------------- |  | ---------------------------------------
|Issuer         |  | Description of Entity Interest         
|               |  |                                        
|CST Member LLC |  | 100% Membership Interest/Uncertificated



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##### 



CST Member LLC

|                              |  |                                                                                                                          
|----------------------------- |  | -------------------------------------------------------------------------------------------------------------------------
|Issuer                        |  | Description of Entity Interest                                                                                           
|                              |  |                                                                                                                          
|401 North Wabash Ventures LLC |  | 50% Membership Interest (Subject to restructure
    in 401 North Wabash Venture LLC Organic
    Documents/Uncertificated)