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Exhibit 10.20

Execution Copy

Form of Registration Rights Agreement among
Hollinger International Publishing Inc., Hollinger International Inc.,
and Wachovia Securities, Inc. dated as of December 16, 2002

Hollinger International Publishing Inc.

$300,000,000

9% Senior Notes due 2010

REGISTRATION RIGHTS AGREEMENT

December 16, 2002

Wachovia Securities, Inc.
One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288-0604

Ladies and Gentlemen:

This Registration Rights Agreement (the Agreement) is entered into by
and among Hollinger International Publishing Inc., a Delaware corporation (the
Company), Hollinger International Inc., a Delaware corporation (the Parent
Guarantor), and Wachovia Securities, Inc. (the Initial Purchaser).

This Agreement is entered into in connection with the purchase agreement,
dated December 16, 2002, by and among the Company, the Parent Guarantor and the
Initial Purchaser (the Purchase Agreement), which provides for the issuance
and sale by the Company to the Initial Purchaser of $300,000,000 aggregate
principal amount of the Companys 9% Senior Notes due 2010 (the Notes) to be
unconditionally guaranteed on a general unsecured senior basis by the Parent
Guarantor (the Note Guarantee). In order to induce the Initial Purchaser to
enter into the Purchase Agreement, the Company and the Parent Guarantor have
agreed to provide the registration rights set forth in this Agreement for the
benefit of the Initial Purchaser and its direct and indirect transferees. The
parties hereby agree as follows:

1.     Definitions. Capitalized terms used herein without definition shall
have their respective meanings set forth in the Purchase Agreement. As used in
this Agreement, the following capitalized defined terms shall have the
following meanings:

Act means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.

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Additional Interest has the meaning set forth in Section 4 hereto.

Affiliate means, with respect to any specified person, any other person
that, directly or indirectly, is in control of, is controlled by, or is under
common control with, such specified person. For purposes of this definition,
control of a person means the power, direct or indirect, to direct or cause the
direction of the management and policies of such person whether by contract or
otherwise; and the terms controlling and controlled have meanings
correlative to the foregoing.

Agreement has the meaning set forth in the preamble hereto.

Business Day means any day excluding Saturday, Sunday or any other day
which is a legal holiday under the laws of New York, New York or is a day on
which banking institutions therein located are authorized or required by law or
other governmental action to close.

Commission means the Securities and Exchange Commission.

Consummate means, with respect to a Registered Exchange Offer, the
occurrence of (a) the filing and effectiveness under the Act of the Exchange
Offer Registration Statement relating to the Exchange Notes to be issued in the
Registered Exchange Offer, (b) the maintenance of such Registration Statement
continuously effective and the keeping of the Registered Exchange Offer open
for a period not less than the minimum period required pursuant to Section
2(c)(ii) hereof, (c) the Companys acceptance for exchange of all Transfer
Restricted Notes duly tendered and not validly withdrawn pursuant to the
Registered Exchange Offer and (d) the delivery of Exchange Notes by the Company
to the registrar under the Indenture in the same aggregate principal amount as
the aggregate principal amount of Transfer Restricted Notes duly tendered and
not validly withdrawn by Holders thereof pursuant to the Registered Exchange
Offer and the delivery of such Exchange Notes to such Holders. The term
Consummation has a meaning correlative to the foregoing.

Exchange Act means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission promulgated thereunder.

Exchange Notes means debt securities of the Company, guaranteed by the
Parent Guarantor, substantially identical in all material respects to the Notes
other than issue date (except that the Additional Interest provisions and the
transfer restrictions pertaining to the Notes will be modified or eliminated,
as appropriate), to be issued under the Indenture.

Exchange Offer Registration Period means the 180-day period following
the Consummation of the Registered Exchange Offer, exclusive of any period
during which any stop order shall be in effect suspending the effectiveness of
the Exchange Offer Registration Statement or during which the Company has
suspended the use of the Prospectus contained therein pursuant to Section 2(d);
provided, however, that in the event that all resales of Exchange Notes
(including, subject to the time periods set forth herein, any resales by
Participating Broker-Dealers) covered by such Exchange Offer Registration
Statement have been made, the Exchange Offer Registration Statement need not
thereafter remain continuously effective for such period.

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Exchange Offer Registration Statement means a registration statement of
the Company and the Parent Guarantor on an appropriate form under the Act with
respect to the Registered Exchange Offer, all amendments and supplements to
such registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

Filing Date has the meaning set forth in Section 2 hereto.

Holder means any holder from time to time of Transfer Restricted Notes
or Exchange Notes (including the Initial Purchaser).

Indenture means the indenture relating to the Notes and the Exchange
Notes, to be dated as of December 23, 2002, among the Company, the Parent
Guarantor and Wachovia Trust Company, National Association, as trustee, as the
same may be amended, supplemented, waived or otherwise modified from time to
time in accordance with the terms thereof.

Initial Purchaser has the meaning set forth in the preamble hereto.

Issue Date means December 23, 2002.

Losses has the meaning set forth in Section 8(d) hereto.

Majority Holders means the Holders of a majority of the aggregate
principal amount of Transfer Restricted Notes registered under a Registration
Statement.

Managing Underwriters means the investment banker or investment bankers
and manager or managers that shall administer an underwritten offering under a
Shelf Registration Statement.

Notes has the meaning set forth in the preamble hereto.

Participating Broker-Dealer means any Holder (which may include the
Initial Purchaser) that is a broker-dealer electing to exchange Notes acquired
for its own account as a result of market-making activities or other trading
activities for Exchange Notes.

Private Exchange Notes has the meaning set forth in Section 2(g) hereof.

Prospectus means the prospectus included in any Registration Statement
(including a prospectus that discloses information previously omitted from a
prospectus filed as part of an effective registration statement in reliance
upon Rule 430A under the Act or any similar rule that may be adopted by the
Commission), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Transfer Restricted
Notes covered by such Registration Statement, and all amendments and
supplements to the Prospectus.

Purchase Agreement has the meaning set forth in the preamble hereto.

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Registered Exchange Offer means the proposed offer to the Holders to
issue and deliver to such Holders, in exchange for the Notes, a like aggregate
principal amount of Exchange Notes.

Registration Statement means any Exchange Offer Registration Statement
or Shelf Registration Statement that covers any of the Transfer Restricted
Notes (including the Note Guarantee) pursuant to the provisions of this
Agreement, amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto, and all material incorporated by reference
therein.

Shelf Registration means a registration of Transfer Restricted Notes
with the Commission effected pursuant to Section 3 hereof.

Shelf Registration Period has the meaning set forth in Section 3(c)
hereof.

Shelf Registration Statement means a shelf registration statement of
the Company and the Parent Guarantor filed pursuant to the provisions of
Section 3 hereof, which covers some or all of the Transfer Restricted Notes, as
applicable, on an appropriate form under Rule 415 under the Act, or any similar
rule that may be adopted by the Commission, and which may be in the format of
an amendment to the Exchange Offer Registration Statement if permitted by the
Commission, all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

Transfer Restricted Notes means each Note upon original issuance thereof
and at all times subsequent thereto, each Exchange Note as to which Section
3(a)(iii) or Section 3(a)(iv) apply upon original issuance and at all times
subsequent thereto, until in the case of any such Note or Exchange Note, as the
case may be, the earliest to occur of (i) the date on which such Note has been
exchanged by a person other than a Participating Broker-Dealer for an Exchange
Note (other than with respect to an Exchange Note as to which Section 3(a)(iii)
or Section 3(a)(iv) apply), (ii) with respect to Exchange Notes received by
Participating Broker-Dealers in the Registered Exchange Offer, the date on
which such Exchange Note has been sold by such Participating Broker-Dealer by
means of the Prospectus contained in the Exchange Offer Registration Statement,
(iii) a Shelf Registration Statement covering such Note or Exchange Note, as
the case may be, has been declared effective by the Commission and such Note or
Exchange Note, as the case may be, has been disposed of in accordance with such
effective Shelf Registration Statement, (iv) the date on which such Note or
Exchange Note, as the case may be, can be sold without any limitations under
clauses (c), (e), (f) or (h) of Rule 144 under the Act or any similar rule that
may be adopted by the Commission or (v) such Note or Exchange Note, as the
case may be, ceases to be outstanding for purposes of the Indenture.

Trust Indenture Act means the Trust Indenture Act of 1939, as amended.

Trustee means the trustee with respect to the Notes or Exchange Notes,
as applicable, under the Indenture.

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2.     Registered Exchange Offer; Resales of Exchange Notes by Participating
Broker-Dealers; Private Exchange. (a) The Company and the Parent Guarantor
shall prepare and, not later than 110 days from the Issue Date (or, if such
110th day is not a Business Day, by the first Business Day thereafter), shall
file with the Commission the Exchange Offer Registration Statement with respect
to the Registered Exchange Offer (the date of such filing hereinafter referred
to as the Filing Date). The Company and the Parent Guarantor shall use their
reasonable best efforts (i) to cause the Exchange Offer Registration Statement
to be declared effective under the Act within 150 days from the Issue Date (or,
if such 150th day is not a Business Day, by the first Business Day thereafter),
and (ii) to Consummate the Registered Exchange Offer within 30 days from the
date the Exchange Offer Registration Statement becomes effective.

(b)  The objective of such Registered Exchange Offer is to enable each
Holder electing to exchange Transfer Restricted Notes for Exchange Notes
(assuming that such Holder (x) is not an affiliate of the Company or the
Parent Guarantor within the meaning of the Act, (y) is not a broker-dealer that
acquired the Transfer Restricted Notes in a transaction other than as a part of
its market-making or other trading activities and (z) if such Holder is not a
broker-dealer, acquires the Exchange Notes in the ordinary course of such
Holders business, is not participating in the distribution of the Exchange
Notes and has no arrangements or intentions with any person to make a
distribution of the Exchange Notes) to resell such Exchange Notes from and
after their receipt without any limitations or restrictions under the Act and
without material restrictions under the securities laws of a substantial
proportion of the several states of the United States. Each Holder
participating in the Registered Exchange Offer shall be required to represent
to the Company and the Parent Guarantor that at the time of the Consummation of
the Registered Exchange Offer each of the items listed in subsections (x), (y)
and (z) of this Section 2(b) is true.

(c)  In connection with the Registered Exchange Offer, the Company and the
Parent Guarantor shall:



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| | (i) mail to each Holder a copy of the Prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate
letter of transmittal and related documents;



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| | (ii) keep the Registered Exchange Offer open for acceptance for not
less than 30 days (or longer if required by applicable law) after the
date notice thereof is mailed to Holders;



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| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) permit Holders to withdraw tendered Notes at any time prior to
5:00 p.m. New York City time on the last Business Day on which the
Registered Exchange Offer shall remain open;



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| | --------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) utilize the services of a depositary for the Registered
Exchange Offer with an address in the Borough of Manhattan, The City of
New York; and



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| | -------------------------------------------------------------------------------------------------------
| | (v) comply in all material respects with all applicable laws
relating to the Registered Exchange Offer.

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(d)  The Company and the Parent Guarantor may suspend the use of the
Prospectus for a period not to exceed 30 days in any six-month period or an
aggregate of 45 days in any twelve-month period for valid business reasons (not
including avoidance of their obligations hereunder) to avoid premature public
disclosure of a pending corporate transaction, including pending acquisitions
or divestitures of assets, mergers and combinations and similar events;
provided that (i) the Company and the Parent Guarantor promptly thereafter
comply with the requirements of Section 5(k) hereof, if applicable; (ii) the
period during which the Registration Statement is required to be effective and
usable shall be extended by the number of days during which such Registration
Statement was not effective or usable pursuant to the foregoing provisions; and
(iii) the Additional Interest shall accrue on the Notes as provided in Section
4 hereof.

(e)  As soon as practicable after the Consummation of the Registered
Exchange Offer, the Company and the Parent Guarantor shall:



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| | (i) accept for exchange all the Notes validly tendered and not
withdrawn pursuant to the Registered Exchange Offer;



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| | -------------------------------------------------------------------------------------------
| | (ii) deliver to the Trustee for cancellation all of the Notes so
accepted for exchange; and



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| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) cause the Trustee promptly to authenticate and deliver to each
Holder Exchange Notes equal in principal amount to the Transfer
Restricted Notes of such Holder so accepted for exchange.

(f)  The Initial Purchaser, the Company and the Parent Guarantor
acknowledge that, pursuant to interpretations by the staff of the Commission of
Section 5 of the Act, and in the absence of an applicable exemption therefrom,
each Participating Broker-Dealer is required to deliver a Prospectus in
connection with a sale of any Exchange Notes received by such Participating
Broker-Dealer pursuant to the Registered Exchange Offer in exchange for
Transfer Restricted Notes acquired for its own account as a result of
market-making activities or other trading activities. Accordingly, the Company
and the Parent Guarantor will allow Participating Broker-Dealers and other
persons, if any, with similar prospectus delivery requirements to use the
Prospectus contained in the Exchange Offer Registration Statement during the
Exchange Offer Registration Period in connection with the resale of such
Exchange Notes and shall:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) include the information set forth in (a) Annex A hereto on the
cover of the Prospectus forming a part of the Exchange Offer Registration
Statement; (b) Annex B hereto in the forepart of the Exchange Offer
Registration Statement in a section setting forth details of the
Registered Exchange Offer; (c) Annex C hereto in the plan of distribution
section of the Prospectus forming a part of the Exchange Offer
Registration Statement, and (d) Annex D hereto in the letter of
transmittal delivered pursuant to the Registered Exchange Offer; and



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| | (ii) use reasonable best efforts to keep the Exchange Offer
Registration Statement continuously effective (subject to Section 2(d))
under the Act during the Exchange Offer Registration Period for delivery
of the Prospectus included therein by

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| | Participating Broker-Dealers in connection with sales of Exchange
Notes received pursuant to the Registered Exchange Offer, as contemplated
by Section 5(h) below.

(g)  In the event that the Initial Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Transfer Restricted Notes constituting any portion of an unsold
allotment, upon the effectiveness of the Shelf Registration Statement as
contemplated by Section 3 hereof and at the request of the Initial Purchaser,
the Company and the Parent Guarantor shall issue and deliver to the Initial
Purchaser, or to the party purchasing Transfer Restricted Notes registered
under the Shelf Registration Statement from the Initial Purchaser, in exchange
for such Transfer Restricted Notes, a like principal amount of Exchange Notes
to the extent permitted by applicable law (the Private Exchange Notes). The
Company and the Parent Guarantor shall use their reasonable best efforts to
cause the CUSIP Service Bureau to issue the same CUSIP number for such Exchange
Notes as for Exchange Notes issued pursuant to the Registered Exchange Offer.

3.     Shelf Registration. (a) If (i) the Company and the Parent Guarantor
are not permitted to file the Exchange Offer Registration Statement or to
Consummate the Registered Exchange Offer because the Registered Exchange Offer
is not permitted by applicable law or Commission policy, (ii) for any other
reason the Registered Exchange Offer is not Consummated within 30 days (or if
such 30th day is not a Business Day, by the first Business Day thereafter) of
the date the Exchange Offer Registration Statement has become effective, (iii)
the Initial Purchaser so requests with respect to Notes which have not been
resold acquired by it directly from the Company and the Parent Guarantor on or
prior to the 30th day (or if such 30th day is not a Business Day, by the first
Business Day thereafter) following the Consummation of the Registered Exchange
Offer, (iv) any Holder notifies the Company and the Parent Guarantor on or
prior to the 30th day (or if such 30th day is not a Business Day, by the first
Business Day thereafter) following the Consummation of the Registered Exchange
Offer that (A) such Holder is not eligible to participate in the Registered
Exchange Offer, due to applicable law or Commission policy, (B) the Exchange
Notes such Holder would receive would not be freely tradable, (C) such Holder
is a Participating Broker-Dealer that cannot publicly resell the Exchange Notes
that it acquires in the Registered Exchange Offer without delivering a
Prospectus and the Prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for resales following the completion
of the Registered Exchange Offer, or (D) the Holder is a broker-dealer and owns
Notes it has not exchanged and that it acquired directly from the Company, one
of its Affiliates or the Parent Guarantor, or (v) in the case where the Initial
Purchaser participates in the Registered Exchange Offer or acquires Private
Exchange Notes pursuant to Section 2(g) hereof, the Initial Purchaser does not
receive freely tradable Exchange Notes in exchange for Notes constituting any
portion of an unsold allotment and the Initial Purchaser notifies the Company
and the Parent Guarantor on or prior to the 30th day following the Consummation
of the Registered Exchange Offer (it being understood that, for purposes of
this Section 3, (x) the requirement that the Initial Purchaser deliver a
Prospectus containing the information required by Items 507 and/or 508 of
Regulation S-K under the Act in connection with sales of Exchange Notes
acquired in exchange for such Transfer Restricted Notes shall result in such
Exchange Notes being not freely tradable and (y) the requirement that a
Participating Broker-Dealer deliver a Prospectus in connection with sales of
Exchange Notes acquired in the Registered Exchange Offer in exchange for
Transfer Restricted Notes

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acquired as a result of market-making activities or other trading
activities shall not result in such Exchange Notes being not freely
tradable), the following provisions shall apply:

(b)  The Company and the Parent Guarantor shall use their reasonable best
efforts to prepare and file with the Commission a Shelf Registration Statement
prior to the 30th day (or if such 30th day is not a Business Day, by the first
Business Day thereafter) following the earliest to occur of (i) the date on
which the Company and the Parent Guarantor determine that they are not
permitted to file the Exchange Offer Registration Statement or to Consummate
the Exchange Offer; (ii) 30 days (or if such 30th day is not a Business Day, by
the first Business Day thereafter) after the Exchange Offer Registration
Statement has been declared effective if the Registered Exchange Offer has not
been Consummated by such date and (iii) the date notice is given pursuant to
Section (a)(iii), (iv) or (v) above (or if either such 30th day is not a
Business Day, by the first Business Day thereafter) and shall use their
reasonable best efforts to cause the Shelf Registration Statement to be
declared effective by the Commission within 90 days thereafter (or if such 90th
day is not a Business Day, by the first Business Day thereafter). With respect
to Exchange Notes received by the Initial Purchaser in exchange for Notes
constituting any portion of an unsold allotment, the Company and the Parent
Guarantor may, if permitted by current interpretations by the Commissions
staff, file a post-effective amendment to the Exchange Offer Registration
Statement containing the information required by Regulation S-K Items 507
and/or 508, as applicable, in satisfaction of their obligations under this
paragraph (b) with respect thereto, and any such Exchange Offer Registration
Statement, as so amended, shall be referred to herein as, and governed by the
provisions herein applicable to, a Shelf Registration Statement.

(c)  The Company and the Parent Guarantor shall use their reasonable best
efforts to keep such Shelf Registration Statement continuously effective
(subject to Section 3(d)) in order to permit the Prospectus forming a part
thereof to be usable by Holders until the earliest of (i) such time as the
Notes or Exchange Notes covered by the Shelf Registration Statement can be sold
without any limitations under clauses (c), (e), (f) and (h) of Rule 144 or
similar rule adopted by the Commission, (ii) two years from the date the Shelf
Registration Statement has been declared effective exclusive of any period
during which any stop order shall be in effect suspending the effectiveness of
the Shelf Registration Statement or during which the Company has suspended the
use of the Prospectus contained therein pursuant to Section 3(d) and (iii) such
date as of which all the Transfer Restricted Notes have been sold pursuant to
the Shelf Registration Statement (in any such case, such period being called
the Shelf Registration Period). The Company and the Parent Guarantor shall
be deemed not to have used their reasonable best efforts to keep the Shelf
Registration Statement effective during the Shelf Registration Period if they
voluntarily take any action that would result in Holders of Transfer Restricted
Notes covered thereby not being able to offer and sell such notes during that
period, unless such action is (x) required by applicable law or (y) pursuant to
Section 3(d) hereof, and, in either case, so long as the Company and the Parent
Guarantor promptly thereafter comply with the requirements of Section 5(k)
hereof, if applicable.

(d)  The Company and the Parent Guarantor may suspend the use of the
Prospectus for a period not to exceed 30 days in any six-month period or an
aggregate of 45 days in any twelve-month period for valid business reasons (not
including avoidance of their obligations hereunder) to avoid premature public
disclosure of a pending corporate transaction, including pending acquisitions
or divestitures of assets, mergers and combinations and similar

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events; provided that (i) the Company and the Parent Guarantor promptly
thereafter comply with the requirements of Section 5(k) hereof, if applicable;
(ii) the period during which the Registration Statement is required to be
effective and usable shall be extended by the number of days during which such
Registration Statement was not effective or usable pursuant to the foregoing
provisions; and (iii) the Additional Interest shall accrue on the Notes as
provided in Section 4 hereof.

(e)  No Holder of Transfer Restricted Notes may include any of its
Transfer Restricted Notes in any Shelf Registration Statement pursuant to this
Agreement unless and until such Holder furnishes to the Company and the Parent
Guarantor in writing, within 20 days after receipt of a request therefor, such
information as the Company and the Parent Guarantor may reasonably request for
use in connection with any Shelf Registration Statement or Prospectus or
preliminary Prospectus included therein. No Holder of Transfer Restricted
Notes shall be entitled to Additional Interest pursuant to Section 4 hereof
unless and until such Holder shall have used its reasonable best efforts to
provide all such reasonably requested information. Each Holder of Transfer
Restricted Notes as to which any Shelf Registration Statement is being effected
agrees to furnish promptly to the Company and the Parent Guarantor all
information required to be disclosed in order to make the information
previously furnished to the Company and the Parent Guarantor by such Holder not
misleading.

4.     Additional Interest.

(a)  The parties hereto agree that Holders of Transfer Restricted Notes
will suffer damages if the Company or the Parent Guarantor fails to perform
their obligations under Section 2 or Section 3 hereof and that it would not be
feasible to ascertain the extent of such damages. Accordingly, in the event
that (i) the applicable Registration Statement is not filed with the Commission
on or prior to the date specified herein for such filing, (ii) the applicable
Registration Statement has not been declared effective by the Commission on or
prior to the date specified herein for such effectiveness after such obligation
arises, (iii) if the Registered Exchange Offer is required to be Consummated
hereunder, the Registered Exchange Offer has not been Consummated by the
Company and the Parent Guarantor within the time period set forth in Section
2(a) hereof, (iv) prior to the end of the Exchange Offer Registration Period or
the Shelf Registration Period, the Commission shall have issued a stop order
suspending the effectiveness of the Exchange Offer Registration Statement or
the Shelf Registration Statement, as the case may be, or proceedings have been
initiated with respect to the Registration Statement under Section 8(d) or 8(e)
of the Act, or (v) the Company and the Parent Guarantor shall have initiated a
suspension period pursuant to Section 2(d) or 3(d) (each such event referred to
in clauses (i) through (v), a Registration Default), then additional interest
with respect to the Transfer Restricted Notes (Additional Interest) will
accrue with respect to the first 90-day period immediately following the
occurrence of such Registration Default in an amount equal to 0.5% per annum
per $1,000 principal amount of such Notes and will increase by an additional
0.5% per annum per $1,000 principal amount of such Notes for each subsequent
90-day period until such Registration Default has been cured, up to an
aggregate maximum amount of Additional Interest of 1.0% per annum per $1,000
principal amount of Notes for all Registration Defaults. Following the cure of
a Registration Default, the accrual of Additional Interest with respect to such
Registration Default will cease and upon the cure of all Registration Defaults
the accrual of all Additional Interest will cease. Notwithstanding anything to
the contrary in this

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Section 4(a), the Company and the Parent Guarantor shall not be required
to pay Additional Interest to a Holder of Transfer Restricted Notes if such
Holder failed to comply with its obligations to make the representations set
forth in the second sentence of Section 2(b).

(b)  The Company shall notify the Trustee and paying agent under the
Indenture (or the trustee and paying agent under such other indenture under
which any Transfer Restricted Notes are issued) immediately upon the happening
of each and every Registration Default. The Company and the Parent Guarantor
shall pay the Additional Interest due on the Transfer Restricted Notes by
depositing with the paying agent (which shall not be the Company or the Parent
Guarantor for these purposes) for the Transfer Restricted Notes, in trust, for
the benefit of the Holders thereof, prior to 11:00 a.m. on the next interest
payment date specified in the Indenture (or such other indenture), sums
sufficient to pay the Additional Interest then due. The Additional Interest
due shall be payable on each interest payment date specified by the Indenture
(or such other indenture) to the record holders entitled to receive the
interest payment to be made on such date. Each obligation to pay Additional
Interest shall be deemed to accrue from and include the date of the applicable
Registration Default to, but excluding, the relevant interest payment date.

(c)  The parties hereto agree that the Additional Interest provided for in
this Section 4 constitutes a reasonable estimate of the damages that will be
suffered by holders of Transfer Restricted Notes by reason of the happening of
any Registration Default and are intended to constitute the sole remedy for
damages that will be suffered by the Holders of the Transfer Restricted Notes
by reason of any of the failures listed in Section 4(a).

(d)  All of the Companys and the Parent Guarantors obligations set forth
in this Section 4 which are outstanding with respect to any Transfer Restricted
Note at the time such Note ceases to be covered by an effective Registration
Statement shall survive until such time as all such obligations with respect to
such Note have been satisfied in full (notwithstanding termination of this
Agreement).

5.     Registration Procedures. In connection with any Exchange Offer
Registration Statement, and, to the extent applicable, any Shelf Registration
Statement the following provisions shall apply:

(a)  The Company and the Parent Guarantor shall furnish to the Initial
Purchaser, prior to the filing thereof with the Commission, a copy of any
Registration Statement, and each amendment thereof and each amendment or
supplement, if any, to the Prospectus included therein and shall reflect in
each such document, when so filed with the Commission, such comments as the
Initial Purchaser reasonably may propose in a timely fashion.

(b)  The Company and the Parent Guarantor shall ensure that:



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| | (i) any Registration Statement and any amendment thereto and any
Prospectus contained therein and any amendment or supplement thereto
complies in all material respects with the Act;



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| | (ii) any Registration Statement and any amendment thereto does not,
when it becomes effective, contain an untrue statement of a material fact
or omit to state a

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| | material fact required to be stated therein or necessary to make the
statements therein not misleading; and



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| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) any Prospectus forming part of any Registration Statement,
including any amendment or supplement to such Prospectus, does not
include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading;

provided that no representation or agreement is made hereby with respect to
information with respect to the Initial Purchaser, any underwriter or any
Holder required to be included in any Registration Statement or Prospectus
pursuant to the Act or provided by the Initial Purchaser, any Holder or any
underwriter specifically for inclusion in any Registration Statement or
Prospectus.

(c)  (1) The Company and the Parent Guarantor shall advise the Initial
Purchaser and, in the case of a Shelf Registration Statement, the Holders of
Transfer Restricted Notes covered thereby, and, if requested by the Initial
Purchaser or any such Holder, confirm such advice in writing:



| |                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) when a Registration Statement and any amendment thereto has been
filed with the Commission and when the Registration Statement or any
post-effective amendment thereto has become effective; and



| |                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) of any request by the Commission for amendments or supplements
to the Registration Statement or the Prospectus included therein or for
additional information.

(2)  The Company and the Parent Guarantor shall advise the Initial
Purchaser and, in the case of a Shelf Registration Statement, the Holders of
Transfer Restricted Notes covered thereby, and, in the case of an Exchange
Offer Registration Statement, any Participating Broker-Dealer that has provided
in writing to the Company a telephone or facsimile number and address for
notices, and, if requested by the Initial Purchaser or any such Holder or
Participating Broker-Dealer, confirm such advice in writing:



| |                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose;



| |                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) of the receipt by the Company or the Parent Guarantor of any
notification with respect to the suspension of the qualification of the
Transfer Restricted Notes included in any Registration Statement for sale
in any jurisdiction or the initiation or threatening of any proceeding
for such purpose; and



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) of the happening of any event that requires the making of any
changes in the Registration Statement or the Prospectus so that, as of
such date, the statements therein are not misleading and do not omit to
state a material fact required to be stated therein or necessary to make
the statements therein (in the case of the Prospectus, in light of the
circumstances under which they were made) not misleading (which advice
shall be

11



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| |                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------
| | accompanied by an instruction to suspend the use of the Prospectus
until the requisite changes have been made).

(d)  The Company and the Parent Guarantor shall use their reasonable best
efforts to obtain the withdrawal of any order suspending the effectiveness of
any Registration Statement at the earliest possible time.

(e)  The Company and the Parent Guarantor shall furnish to each Holder of
Transfer Restricted Notes included within the coverage of any Shelf
Registration Statement, without charge, at least one copy of such Shelf
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, and, if the Holder so requests in writing,
all exhibits thereto (including those incorporated by reference).

(f)  The Company and the Parent Guarantor shall, during the Shelf
Registration Period, deliver to each Holder of Transfer Restricted Notes
included within the coverage of any Shelf Registration Statement, without
charge, as many copies of the Prospectus (including any preliminary Prospectus)
included in such Shelf Registration Statement and any amendment or supplement
thereto as such Holder may reasonably request; and the Company and the Parent
Guarantor consent to the use of the Prospectus (including any preliminary
Prospectus) or any amendment or supplement thereto by each of the selling
Holders of Transfer Restricted Notes in connection with the offering and sale
of the Transfer Restricted Notes covered by the Prospectus or any amendment or
supplement thereto.

(g)  The Company and the Parent Guarantor shall furnish to each
Participating Broker-Dealer that so requests, without charge, at least one copy
of the Exchange Offer Registration Statement and any post-effective amendment
thereto, including financial statements and schedules, any documents
incorporated by reference therein and, if the Participating Broker-Dealer so
requests in writing, all exhibits thereto (including those incorporated by
reference).

(h)  The Company and the Parent Guarantor shall, during the Exchange Offer
Registration Period and pursuant to the requirements of the Act for the resale
of the Exchange Notes during the period in which a prospectus is required to be
delivered under the Act (including any Commission no-action letters relating to
the Registered Exchange Offer), deliver to each Participating Broker-Dealer,
without charge, as many copies of the Prospectus (including any preliminary
Prospectus) included in such Exchange Offer Registration Statement and any
amendment or supplement thereto as such Participating Broker-Dealer may
reasonably request; and the Company and the Parent Guarantor consent to the use
of the Prospectus (including any preliminary Prospectus) or any amendment or
supplement thereto by any such Participating Broker-Dealer in connection with
the offering and sale of the Exchange Notes, as provided in Section 2(f) above.

(i)  Prior to the Registered Exchange Offer or any other offering of
Transfer Restricted Notes pursuant to any Registration Statement, the Company
and the Parent Guarantor shall use reasonable best efforts to register, qualify
or cooperate with the Holders of Transfer Restricted Notes included therein and
their respective counsel in connection with the registration or qualification
of such Transfer Restricted Notes for offer and sale under the securities or
blue sky laws of such states as any such Holders reasonably request in writing
and do any and all

12



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##### 



other acts or things necessary or advisable to enable the offer and sale
in such jurisdictions of the Transfer Restricted Notes covered by such
Registration Statement; provided, however, neither the Company nor the Parent
Guarantor will be required to qualify generally to do business in any
jurisdiction in which it is not then so qualified, to file any general consent
to service of process or to take any action which would subject it to general
service of process or to taxation in any such jurisdiction where it is not then
so subject.

(j)  The Company and the Parent Guarantor shall cooperate with the Holders
to facilitate the timely preparation and delivery of certificates representing
Transfer Restricted Notes to be sold pursuant to any Registration Statement
free of any restrictive legends and in denominations authorized by the
Indenture and registered in such names as Holders may request prior to sales of
Transfer Restricted Notes pursuant to such Registration Statement.

(k)  Upon the occurrence of any event contemplated by Section 2(d), 3(d)
or paragraph (c)(2)(iii) of this Section 5, the Company and the Parent
Guarantor shall promptly prepare and file a post-effective amendment to any
Registration Statement or an amendment or supplement to the related Prospectus
or any other required document so that, as thereafter delivered to purchasers
of the Transfer Restricted Notes included therein, the Prospectus will not
include an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.

(l)  The Company and the Parent Guarantor shall use their reasonable best
efforts to cause The Depository Trust Company (DTC) on the first Business Day
following the effective date of any Registration Statement hereunder or as soon
as possible thereafter to remove (i) from any existing CUSIP number assigned to
the Transfer Restricted Notes or Exchange Notes, as the case may be, any
designation indicating that such notes are restricted securities, which
efforts shall include delivery to DTC of a letter executed by the Company
substantially in the form of Annex E hereto and (ii) any other stop or
restriction on DTCs system with respect to the Transfer Restricted Notes or
Exchange Notes, as the case may be. In the event the Company and the Parent
Guarantor are unable to cause DTC to take actions described in the immediately
preceding sentence, the Company and the Parent Guarantor shall take such
actions as the Initial Purchaser may reasonably request to provide, as soon as
practicable, a new CUSIP (if not already obtained) number for the Transfer
Restricted Notes or Exchange Notes registered under such Registration Statement
and to cause such CUSIP number to be assigned to the Transfer Restricted Notes
or Exchange Notes (or to the maximum aggregate principal amount of the
securities to which such number may be assigned).

(m)  The Company and the Parent Guarantor shall use their reasonable best
efforts to comply with all applicable rules and regulations of the Commission
and shall make generally available to the security holders as soon as
practicable after the effective date of the applicable Registration Statement
an earnings statement satisfying the provisions of Section 11(a) of the Act and
Rule 158 promulgated thereunder.

(n)  The Company and the Parent Guarantor shall use reasonable best
efforts to cause the Indenture to be qualified under the Trust Indenture Act in
a timely manner.

13



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##### 



(o)  The Company and the Parent Guarantor may require each Holder of
Transfer Restricted Notes to be sold pursuant to any Shelf Registration
Statement to furnish to the Company and the Parent Guarantor such information
regarding the Holder and the distribution of such Transfer Restricted Notes as
may, from time to time, be reasonably required by the Act, and the obligations
of the Company and the Parent Guarantor to any Holder hereunder shall be
expressly conditioned on the compliance of such Holder with such request.

(p)  The Company and the Parent Guarantor shall, if requested, promptly
incorporate in a Prospectus supplement or post-effective amendment to a Shelf
Registration Statement (i) such information as the Majority Holders provide or,
if the Transfer Restricted Notes are being sold in an underwritten offering, as
the Managing Underwriters and the Majority Holders reasonably agree should be
included therein and, in either case, provided to the Company or the Parent
Guarantor in writing for inclusion in the Shelf Registration Statement, or
Prospectus, and (ii) such information as a Holder may provide from time to time
to the Company or the Parent Guarantor in writing for inclusion in a Prospectus
or any Shelf Registration Statement, in the case of clause (i) or (ii) above,
concerning such Holder and/or underwriter and the distribution of such Holders
Transfer Restricted Notes and, in either case, shall make all required filings
of such Prospectus supplement or post-effective amendment as soon as
practicable after being notified in writing of the matters to be incorporated
in such Prospectus supplement or post-effective amendment.

(q)  In the case of any Shelf Registration Statement, the Company and the
Parent Guarantor shall enter into such agreements (including underwriting
agreements) and take all other customary and appropriate actions as may be
reasonably requested in order to expedite or facilitate the registration or the
disposition of any Transfer Restricted Notes, and in connection therewith, if
an underwriting agreement is entered into, cause the same to contain
indemnification provisions and procedures no less favorable than those set
forth in Section 8 (or such other provisions and procedures reasonably
acceptable to the Majority Holders and the Managing Underwriters, if any, with
respect to all parties to be indemnified pursuant to Section 8).

(r)  In the case of any Shelf Registration Statement, the Company and the
Parent Guarantor shall:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) make reasonably available for inspection by the Holders of
Transfer Restricted Notes to be registered thereunder, any Managing
Underwriter participating in any disposition pursuant to such Shelf
Registration Statement, and any attorney, accountant or other agent
retained by the Holders or any such Managing Underwriter, all relevant
financial and other records, pertinent corporate documents and properties
of the Company and any of its subsidiaries;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) cause the Companys and the Parent Guarantors officers,
directors and employees to supply all relevant information reasonably
requested by the Holders or any such Managing Underwriter, attorney,
accountant or agent in connection with any such Registration Statement as
is customary for similar due diligence examinations; provided, however,
that any information that is designated in writing by the Company and the
Parent Guarantors as confidential at the time of delivery of such
information shall be kept

14



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##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | confidential by the Holders or any such Managing Underwriter,
attorney, accountant or agent, unless (x) disclosure thereof is made in
connection with a court proceeding or required by law; provided that each
Holder and any such Managing Underwriter, attorney, accountant or agent
will, upon learning that disclosure of such information is sought in a
court proceeding or required by law, give notice to the Company and the
Parent Guarantor with enough time to allow the Company and the Parent
Guarantor to undertake appropriate action to prevent disclosure at the
Companys and the Parent Guarantors sole expense, or (y) such
information has previously been made or becomes available to the public
generally through the Company, the Parent Guarantor or through a third
party without an accompanying obligation of confidentiality;



| |                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) make such representations and warranties to the Holders of
Transfer Restricted Notes registered thereunder and the Managing
Underwriters, if any, in form, substance and scope as are customarily
made by the Company and the Parent Guarantor to Managing Underwriters and
covering matters including, but not limited to, those set forth in the
Purchase Agreement;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) obtain opinions of counsel to the Company and the Parent
Guarantor and updates thereof (which counsel and opinions, in form, scope
and substance, shall be reasonably satisfactory to the Managing
Underwriters, if any) addressed to each selling Holder and the Managing
Underwriters, if any, covering such matters as are customarily covered in
opinions requested in underwritten offerings and such other matters as
may be reasonably requested by such Holders and Managing Underwriters;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (v) obtain cold comfort letters and updates thereof from the
independent certified public accountants of the Company and the Parent
Guarantor (and, if necessary, any other independent certified public
accountants of any subsidiary of the Company or of any business acquired
by the Company for which financial statements and financial data are, or
are required to be, included in the Registration Statement), addressed to
each selling Holder of the Transfer Restricted Notes covered by such
Shelf Registration Statement (provided such Holder furnishes the
accountants with such representations as the accountants customarily
require in similar situations) and the Managing Underwriters, if any, in
customary form and covering matters of the type customarily covered in
cold comfort letters in connection with primary underwritten offerings;
and



| |                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (vi) deliver such documents and certificates as may be reasonably
requested by the Majority Holders and the Managing Underwriters, if any,
including those to evidence compliance with Section 5(i) and with any
customary conditions contained in the underwriting agreement or other
agreement entered into by the Company and the Parent Guarantor.

The foregoing actions set forth in this Section 5(r) shall be performed at
(i) the effectiveness of such Shelf Registration Statement and each
post-effective amendment thereto and (ii) each closing under any underwriting
or similar agreement as and to the extent required thereunder.

15



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##### 



(s)  The Company and the Parent Guarantor shall, if and to the extent
required under the Act and/or the Trust Indenture Act and the rules and
regulations thereunder in order to register the Note Guarantee under the Act
and qualify the Indenture under the Trust Indenture Act, cause each guarantor,
if any, to sign any Registration Statement and take all other action necessary
to register the Note Guarantee under the applicable Registration Statement.

6.     Registration Expenses. The Company and the Parent Guarantor shall
bear all reasonable fees and expenses (including the reasonable fees and
expenses, if any, of Shearman & Sterling, counsel for the Initial Purchaser,
incurred in connection with the Registered Exchange Offer) incurred in
connection with the performance of their obligations under Sections 2, 3, 4 and
5 hereof (other than brokers, dealers and underwriters discounts and
commissions and brokers, dealers and underwriters counsel fees) and, in
connection with the Shelf Registration Statement, shall reimburse the Holders
for the reasonable fees and disbursements of one firm or counsel designated by
the Majority Holders to act as counsel for the Holders in connection therewith.

7.     Rules 144 and 144A. The Company and the Parent Guarantor shall use
reasonable best efforts to file the reports required to be filed by them under
the Act and the Exchange Act in a timely manner (providedthat the Company need
not file such reports if, and so long as, it would not be required to do so
pursuant to Rule 12h-5 under the Exchange Act) and, if at any time the Company
or the Parent Guarantor is not required to file such reports, the Company will,
upon the request of any Holder of Transfer Restricted Notes, make publicly
available other information so long as necessary to permit sales of their
securities pursuant to Rules 144 and 144A (or any successor rule adopted by the
Commission). The Company covenants that it will take such further action as
any Holder of Transfer Restricted Notes may reasonably request, all to the
extent required from time to time to enable such Holder to sell Transfer
Restricted Notes without registration under the Securities Act within the
limitation of the exemptions provided by Rules 144 and 144A (including the
requirements of Rule 144A(d)(4) if applicable). The Company will provide a
copy of this Agreement to prospective purchasers of Transfer Restricted Notes
identified to the Company by the Initial Purchaser upon request. Upon the
request of any Holder of Transfer Restricted Notes, the Company shall deliver
to such Holder a written statement as to whether it has complied with such
requirements.

8.     Indemnification and Contribution.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) (i) In connection with any Registration Statement, the Company
and the Parent Guarantor, jointly and severally, agree to indemnify and
hold harmless each Holder of Transfer Restricted Notes covered thereby,
the directors, officers, employees and agents of each such Holder and
each person who controls any such Holder within the meaning of either the
Act or the Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement as
originally filed or in any amendment thereof, in any preliminary
Prospectus or Prospectus or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission

16



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, and agree to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company and the Parent
Guarantor will not be liable in any case to the extent that any such
loss, claim, damage or liability arises out of or is based upon (A) any
such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information relating to the Holder furnished to the Company and the
Parent Guarantor by or on behalf of any such Holder specifically for
inclusion therein, (B) use of a Registration Statement or the related
Prospectus during a period when a stop order has been issued in respect
of such Registration Statement or any proceedings for that purpose have
been initiated or use of a Prospectus when use of such Prospectus has
been suspended pursuant to Section 2(d), 3(d) or 5(c)(2); provided,
further, in each case, that Holders received prior notice of such stop
order, initiation of proceedings or suspension or (C) if the Holder is
required to but does not deliver a Prospectus or the then-current
Prospectus. This indemnity agreement will be in addition to any
liability which the Company and the Parent Guarantor may otherwise have.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) The Company and the Parent Guarantor also agree to indemnify or
contribute to Losses, as provided in Section 8(d), of any Managing
Underwriters of Transfer Restricted Notes registered under a Registration
Statement, their officers and directors and each person who controls such
Managing Underwriters on substantially the same basis as that of the
indemnification of the selling Holders provided in this Section 8(a) and
shall, if requested by any Holder, enter into an underwriting agreement
reflecting such agreement, as provided in Section 5(q) hereof.

(b)  Each Holder of Transfer Restricted Notes covered by a Registration
Statement severally agrees to indemnify and hold harmless the Company and the
Parent Guarantor and their respective directors, officers, employees and agents
and each person who controls either of the Company or the Parent Guarantor
within the meaning of either the Act or the Exchange Act to the same extent as
the foregoing indemnity from the Company and the Parent Guarantor to each such
Holder, but only with reference to written information relating to such Holder
furnished to the Company and the Parent Guarantor by or on behalf of such
Holder specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any such Holder may otherwise have.

(c)  Promptly after receipt by an indemnified party under this Section 8
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
this Section 8, notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in
the forfeiture by the indemnifying party of substantial rights and defenses and
(ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be
entitled to appoint counsel of the indemnifying partys choice at the
indemnifying partys expense to represent the indemnified

17



---



##### 



party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
reasonably satisfactory to the indemnified party. The indemnified party will
not settle or compromise or consent to the entry of judgment with respect to
any such action without the consent of the indemnifying party (which consent
shall not be unreasonably withheld). Notwithstanding the indemnifying partys
election to appoint counsel to represent the indemnified party in an action,
the indemnified party shall have the right to employ separate counsel
(including local counsel), and the indemnifying party shall bear the reasonable
fees, costs and expenses of such separate counsel (and local counsel) if (i)
the use of counsel chosen by the indemnifying party to represent the
indemnified party would present such counsel with a conflict of interest, (ii)
the actual or potential defendants in, or targets of, any such action include
both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded, based on the advice of outside counsel, that
there may be legal defenses available to it and/or other indemnified parties
which are different from or additional to those available to the indemnifying
party, (iii) the indemnifying party shall not have employed counsel reasonably
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of the institution of such action or (iv) the
indemnifying party shall have authorized the indemnified party to employ
separate counsel at the expense of the indemnifying party; provided further,
that the indemnifying party shall not be responsible for the fees and expenses
of more than one separate counsel (together with appropriate local counsel)
representing all the indemnified parties under paragraph (a) or paragraph (b)
above. An indemnifying party will not, without the prior written consent of
the indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.

(d)  In the event that the indemnity provided in paragraph (a) or (b) of
this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party, in
lieu of indemnifying such indemnified party, shall have a joint and several
obligation to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) (collectively Losses) to
which such indemnified party may be subject in such proportion as is
appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Registration Statement which resulted in such Losses. If the allocation
provided by the immediately preceding sentence is unavailable for any reason,
the indemnifying party and the indemnified party shall contribute in such
proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of such indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with the statements or
omissions which resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of the parties shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or
such Holder or such other indemnified person, as the case may be, on the other,
and the parties relative intent, knowledge, access to information and

18



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opportunity to correct or prevent such statement or omission. Benefits
received by the Company and the Parent Guarantor shall be deemed to be equal to
the sum of (x) the aggregate principal amount of the Notes and (y) the total
amount of Additional Interest which the Company and the Parent Guarantor were
not required to pay as a result of registering the Transfer Restricted Notes
covered by the Registration Statement which resulted in such Losses. Benefits
received by any Holder shall be deemed to be equal to the value of receiving
Transfer Restricted Notes registered under the Act. Benefits received by any
Managing Underwriter shall be deemed to be equal to the total underwriting
discounts and commissions, as set forth on the cover page of the Prospectus
forming a part of the Registration Statement which resulted in such Losses.
Relative fault shall be determined by reference to, among other things, whether
any alleged untrue statement or omission relates to information provided by the
indemnifying party, on the one hand, or by the indemnified party, on the other
hand. The amount paid by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any action or claim which is the subject of this subsection (d).
Notwithstanding any other provision of this Section 8(d), the Holders of the
Transfer Restricted Notes shall in no case be required to contribute any amount
in excess of the amount by which the net proceeds received by such Holders from
the sale of the Transfer Restricted Notes pursuant to a Registration Statement
exceeds the amount of damages which such Holders have otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission and in no case shall any Managing Underwriter be responsible
for any amount in excess of the underwriting discount or commission applicable
to the Transfer Restricted Notes purchased by such Managing Underwriter under
the Registration Statement which resulted in such Losses. The parties agree
that it would not be just and equitable if contribution were determined by pro
rata allocation or any other method of allocation which does not take account
of the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 8, each person who controls an
indemnified party within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of such indemnified party shall have
the same rights to contribution as such indemnified party, and each person who
controls the Company or the Parent Guarantor within the meaning of either the
Act or the Exchange Act and each director, officer, employee and agent of the
Company or the Parent Guarantor shall have the same rights to contribution as
the Company and the Parent Guarantor, subject in each case to the applicable
terms and conditions of this paragraph (d).

(e)  The provisions of this Section 8 will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder, the
Company, the Parent Guarantor or any of the officers, directors or controlling
persons referred to in Section 8 hereof, and will survive the sale by a Holder
of Transfer Restricted Notes covered by a Registration Statement.

9.     Underwritten Registrations.

If any of the Transfer Restricted Notes covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the Managing Underwriter
that will administer the offering will be selected by the Majority Holders of
such Transfer Restricted

19



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Notes included in such offering, subject to the consent of the Company not
to be unreasonably withheld; it being expressly agreed that Wachovia
Securities, Inc. is an acceptable Managing Underwriter to the Company and such
Holders shall be responsible for all underwriting commissions and discounts in
connection therewith.

No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such persons Transfer Restricted Notes
on the basis reasonably provided in any underwriting arrangements approved by
the persons entitled hereunder to approve such arrangements and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

10.     Miscellaneous.

(a)  No Inconsistent Agreements. The Company and the Parent Guarantor
have not, as of the date hereof, entered into nor shall they, on or after the
date hereof, enter into any agreement that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions
hereof.

(b)  Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company and the Parent Guarantor have obtained the
written consent of the Majority Holders. Notwithstanding the foregoing, a
waiver or consent to departure from the provisions hereof with respect to a
matter that relates exclusively to the rights of Holders whose Transfer
Restricted Notes are being sold pursuant to a Shelf Registration Statement or
whose Notes are being exchanged pursuant to an Exchange Offer Registration
Statement, as the case may be, and which does not directly or indirectly affect
the rights of other Holders may be given by such Holders, determined on the
basis of Notes being sold rather than registered. Notwithstanding any of the
foregoing, no amendment, modification, supplement, waiver or consents to any
departure from the provisions of Section 8 hereof shall be effective as against
any Holder of Transfer Restricted Notes unless consented to in writing by such
Holder.

(c)  Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier, or air courier guaranteeing overnight delivery:



| |                                             
| | --------------------------------------------
| | (i) if to the Initial Purchaser, as follows:



| | Wachovia Securities, Inc.
One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288-0604
Attention: High Yield Origination
| | ---------------------------------------------------------------------------------------------------------------------------------------------



| |                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) if to any other Holder, at the most current address given by
such Holder to the Company and the Parent Guarantor in accordance with
the provisions of this Section

20



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##### 





| |                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10(c), which address initially is, with respect to each Holder, the
address of such Holder maintained by the registrar under the Indenture,
with a copy in like manner to the Initial Purchaser; and



| |                                                             
| | ------------------------------------------------------------
| | (iii) if to the Company or the Parent Guarantor, as follows:



| | Hollinger International Publishing Inc.
401 North Wabash Avenue
Chicago, Illinois 60611
Attention: President
| | ------------------------------------------------------------------------------------------------------------

All such notices and communications shall be deemed to have been duly
given when received, if delivered by hand or air courier, and when sent, if
sent by first-class mail, telex or telecopier.

The Company and the Parent Guarantor by notice to the others may designate
additional or different addresses for subsequent notices or communications.

(d)  Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company or the Parent Guarantor thereto, subsequent Holders. The Company and
the Parent Guarantor hereby agree to extend the benefits of this Agreement to
any Holder and any such Holder may specifically enforce the provisions of this
Agreement as if an original party hereto.

(e)  Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

(f)  Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

(g) Governing Law and Consent to Jurisdiction. This agreement shall be
governed by and construed in accordance with the laws of the State of New York.
The Company and the Parent Guarantor (x) submit to the nonexclusive
jurisdiction of the courts of the State of New York and of the United States
sitting in the Borough of Manhattan in respect of any action, claim or
proceeding (Proceeding) arising out of or relating to this Agreement or the
transactions contemplated hereby, (y) irrevocably waive, to the fullest extent
permitted by applicable law, any objection that it may now or hereafter have to
the laying of venue of any Proceeding in the Supreme Court of the State of New
York, County of New York, or the United States District Court for the Southern
District of New York, and any claim that any Proceeding in any such court has
been brought in an inconvenient forum, and (z) agree that any service of
process or other legal summons in connection with any Proceeding may be served
on it by mailing a copy thereof by registered mail, or a form of mail
substantially equivalent thereto, postage prepaid, addressed to the served
party at its address as provided for in Section 10(c).

21



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##### 



Nothing in this section shall affect the right of the parties to serve
process in any other manner permitted by law.

(h)  Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

(i)  Notes Held by the Company, etc. Whenever the consent or approval of
Holders of a specified percentage of principal amount of Transfer Restricted
Notes or Exchange Notes is required hereunder, Transfer Restricted Notes or
Exchange Notes held by the Company, the Parent Guarantor or any of their
respective Affiliates (other than subsequent Holders of Transfer Restricted
Notes or Exchange Notes if such subsequent Holders are deemed to be Affiliates
solely by reason of their holdings of such Notes) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.

22



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##### 



Please confirm that the foregoing correctly sets forth the agreement
between and among the Company, the Parent Guarantor and the Initial Purchaser.

|                                                                                                |  |        |  |                                         |  |       
|----------------------------------------------------------------------------------------------- |  | ------ |  | --------------------------------------- |  | ------
|                                                                                                |  |        |  | Very truly yours,                      
|                                                                                               
|                                                                                                |  |        |  | HOLLINGER INTERNATIONAL PUBLISHING INC.
|                                                                                               
|                                                                                               
|                                                                                                |  |        |  | By:                                     |  |       
|                                                                                                |  |        |  |                                         |  | Name: 
|                                                                                                |  |        |  |                                         |  | Title:
|                                                                                               
|                                                                                               
|                                                                                                |  |        |  | HOLLINGER INTERNATIONAL INC.           
|                                                                                               
|                                                                                                |  |        |  | By:                                     |  |       
|                                                                                                |  |        |  |                                         |  | Name: 
|                                                                                                |  |        |  |                                         |  | Title:
|                                                                                               
|The foregoing Agreement is hereby
acknowledged and accepted as of
the date first written above. |  |        |  |                                        
|                                                                                               
|WACHOVIA SECURITIES, INC.                                                                       |  |        |  |                                        
|                                                                                               
|By:                                                                                             |  |        |  |                                         |  |       
|                                                                                                |  | Name:  |  |                                         |  |       
|                                                                                                |  | Title: |  |                                         |  |       

23



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##### 



ANNEX A

Each broker-dealer that receives Exchange Notes for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Notes. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus,
a broker-dealer will not be deemed to admit that it is an underwriter within
the meaning of the Act. This Prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer during the Exchange Offer
Registration Period in connection with resales of Exchange Notes received in
exchange for Notes where such Notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities. The Company
and the Parent Guarantor have agreed that, during the Exchange Offer
Registration Period, it will make this Prospectus available to any
broker-dealer for use in connection with any such resale. See Plan of
Distribution.

A-1



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##### 



ANNEX B

Each broker-dealer that receives Exchange Notes for its own account in
exchange for Notes, where such Notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Notes during the Exchange Offer Registration Period. See Plan
of Distribution.

B-1



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##### 



ANNEX C

PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Notes for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Notes during the
Exchange Offer Registration Period. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Notes received in exchange for Notes where such Notes
were acquired as a result of market-making activities or other trading
activities. The Company and the Parent Guarantor have agreed that, during the
Exchange Offer Registration Period, it will make this Prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any
such resale.

The Company and the Parent Guarantor will not receive any proceeds from
any sale of Exchange Notes by broker-dealers. Exchange Notes received by
broker-dealers for their own account pursuant to the Registered Exchange Offer
may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the Exchange Notes or a combination of such methods of resale, at
market prices prevailing at the time of resale, at prices related to such
prevailing market prices or negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such Exchange Notes. Any
broker-dealer that resells Exchange Notes that were received by it for its own
account pursuant to the Registered Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Notes may be deemed to be an
underwriter within the meaning of the Act and any profit from any such resale
of Exchange Notes and any commissions or concessions received by any such
persons may be deemed to be underwriting compensation under the Act. The
Letter of Transmittal states that by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an underwriter within the meaning of the Act.

During the Exchange Offer Registration Period, the Company and the Parent
Guarantor will promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any broker-dealer that requests
such documents in the Letter of Transmittal. The Company and the Parent
Guarantor have agreed to pay all expenses incident to the Registered Exchange
Offer (including the expenses of one counsel for the holders of the Notes)
other than dealers and brokers discounts, commissions and counsel fees and
will indemnify the holders of the Notes (including any broker-dealers) against
certain liabilities, including liabilities under the Act.

[If applicable, add information required by Regulation S-K Items 507
and/or 508.]

C-1



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ANNEX D

|  |  |                                                                                                                                                          |  | 
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|o |  | CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS
OR SUPPLEMENTS THERETO.
| 
|  |  | Name:                                                                                                                                                    |  | 
|  |  |                                                                                                                                                          |  | 
| 
|  |  | Address:                                                                                                                                                 |  | 
|  |  |                                                                                                                                                          |  | 
| 
| 
|  |  |                                                                                                                                                          |  | 

The undersigned represents that it is not an Affiliate of the Company or
the Parent Guarantor, that any Exchange Notes to be received by it will be
acquired in the ordinary course of business and that at the time of the
commencement of the Registered Exchange Offer it had no arrangement with any
person to participate in a distribution of the Exchange Notes.

In addition, if the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of Exchange Notes. If the undersigned is a broker-dealer that
will receive Exchange Notes for its own account in exchange for Notes, it
represents that the Notes to be exchanged for Exchange Notes were acquired by
it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
underwriter within the meaning of the Act.

D-1



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##### 



ANNEX E

FORM OF LETTER TO BE PROVIDED BY THE COMPANY TO
THE DEPOSITORY TRUST COMPANY

The Depository Trust Company
55 Water Street, 50th Floor
New York, NY 10041

|    |  |                                                                                  
|--- |  | ---------------------------------------------------------------------------------
|Re: |  | 9% Senior Notes due 2010 (the Notes) of
Hollinger International Publishing Inc.

Ladies and Gentlemen:

Please be advised that the Securities and Exchange Commission has declared
effective a Registration Statement on Form S-     under the Securities Act of
1933, as amended, with regard to all of the Notes referenced above.
Accordingly, there is no longer any restriction as to whom such Notes may be
sold and [any restrictions on the CUSIP designation are no longer appropriate
and may be removed] [the new CUSIP number for the Notes provided should be
used]. I understand that upon receipt of this letter, DTC will remove any stop
or restriction on its system with respect to this issue.

As always, please do not hesitate to call if we can be of further
assistance.

Very truly yours,

HOLLINGER INTERNATIONAL PUBLISHING INC.

|    |  |                   
|--- |  | ------------------
|By: |  |                   
|    |  |                   
|    |  | Authorized Officer

E-1