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EXHIBIT 10.18

AMENDED AND RESTATED PARTICIPATION
AGREEMENT

This amended and restated Participation Agreement
(this Agreement) is made by and among
Hollinger International Inc. (Hollinger),
Hollinger Canadian Newspapers, Limited Partnership (the
L.P. and, together with Hollinger, the
Seller) and the Hollinger Participation Trust
(the Participant) as of November 30,
2001, (the Agreement Date) and contemplates
the grant of a participation interest to the Hollinger
Participation Trust, for the benefit of the Note Holders (as
defined in the Trust Agreement), in CDN$756,743,400 principal
amount of all of the outstanding fixed rate subordinated
debentures due November 15, 2010 (the Subordinated
Debentures) issued by 3815668 Canada Inc. (the
Borrower) pursuant to a trust indenture dated
November 15, 2000 (the Trust Indenture)
between the Borrower and The Bank of Nova Scotia Trust Company
of New York, as trustee, and held by Seller as of the date of
this Agreement. This Agreement amends and restates the
Participation Agreement entered into by and between Hollinger
and the Participant as of August 17, 2001 (the
Original Agreement) whereby Hollinger
granted a participation interest (the First
Participation) to the Trust, for the benefit of the
Note Holders, in CDN$539,980,000 principal amount of the
Subordinated Debentures (the First Subordinated
Debentures) issued by the Borrower under the Trust
Indenture, and held by Hollinger as of August 17, 2001.

1.     Definitions

1.1     In this
Agreement:



| |                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Affiliate means
    affiliate as defined in either (a) Bankruptcy
    Code § 101(2) or (b) Rule 144 of the Securities
    Act.                                                                                                                
|
| | Bankruptcy Code means the
    Bankruptcy Reform Act of 1978, 11 U.S.C. §§ 101
    et seq., as amended.                                                                                                                                          
|
| | Benefit Plan means an
    employee benefit plan subject to Title I of
    ERISA, a plan subject to Section 4975 of the
    Code or any Entity whose assets include the assets of any such
    employee benefit plan or plan.                
|
| | Business Day means any day
    that is not (a) a Saturday, (b) a Sunday or
    (c) any other day on which commercial banks are authorized
    or required by law to be closed in the State of Delaware, City
    of New York or Toronto, Canada.
|
| | CDN$ or Cdn.
    Dollars means the lawful currency of Canada.                                                                                                                                                                                 
|
| | Code means the Internal
    Revenue Code of 1986, as amended, and the rules and regulations
    promulgated under it.                                                                                                                           
|
| | Collateral means any
    property, whether real or personal, tangible or intangible, of
    whatever kind and wherever located, whether now owned or
    hereafter acquired or                                                                  

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | created, in or over which an Encumbrance has
    been, or is purported to have been, granted to or for the
    benefit of the Holders.                                                                                                                                                                                                                                                                                                           
|
| | Credit Documents means the
    Trust Indenture, the Subordinated Debentures and all guarantees,
    security agreements, mortgages, deeds of trust, letters of
    credit, reimbursement agreements, waivers and amendments and all
    other documents and agreements executed and delivered in
    connection therewith.                                                                                                                     
|
| | Distribution means any payment
    or other distribution of cash (including interest), notes,
    securities (including PIK Debentures and Non-Voting Shares), or
    other property (including Collateral) or proceeds (whether
    received by set-off or otherwise) under or in respect of the
    Sellers Interest.                                                                                                                       
|
| | Effective Date means
    August 24, 2001 in respect of the First Participation and
    First Subordinated Debentures and the date on which Seller
    receives the Purchase Price in respect of the Second
    Participation and Second Subordinated Debentures.                                                                                                                                                                               
|
| | Elevation has the meaning set
    forth in Section 27 of this Agreement.                                                                                                                                                                                                                                                                                                                                                                       
|
| | Elevation Date means
    May 15, 2003.                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | Encumbrance means any:
    (a) mortgage, pledge, lien, security interest, charge,
    hypothecation, or other encumbrance, security agreement,
    security arrangement or adverse claim against title of any kind;
    (b) purchase or option agreement or put arrangement;
    (c) subordination agreement or arrangement other than as
    specified in the Credit Documents; or (d) agreement to
    create or effect any of the foregoing.
|
| | Entity includes any
    individual, partnership, corporation, limited liability company,
    joint venture, association, estate, trust, business trust, and
    Governmental Authority.                                                                                                                                                                                                                                                        
|
| | ERISA means the Employee
    Retirement Income Security Act of 1974, as amended, and the
    rules and regulations promulgated under it.                                                                                                                                                                                                                                                                                                       
|
| | First Trade Date means
    August 17, 2001.                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | Governmental Authority means
    any federal, provincial, state, or other governmental
    department, agency, institution, authority, regulatory body,
    court or tribunal, foreign or domestic, and includes arbitration
    bodies, whether governmental, private or otherwise.                                                                                                                                                           
|
| | Guaranty means a guaranty of
    any of Borrowers obligations under the Credit Documents,
    including Borrowers obligations in connection with the
    Subordinated Debentures.                                                                                                                                                                                                                                                            
|
| | Holder means a registered
    holder of Subordinated Debentures issued pursuant to the Trust
    Indenture and its successors, transferees and assigns.                                                                                                                                                                                                                                                                                        

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Impairment means any claim,
    counterclaim, setoff, defense, action, demand, litigation
    (including administrative proceedings or derivative actions),
    Encumbrance, right (including expungement, avoidance, reduction,
    contractual or equitable subordination, or otherwise) or defect,
    other than those created pursuant to the Credit Documents, the
    effect of which is, or would be, materially and adversely to
    affect the Sellers Interest, in whole or in part.                                                                                                                                                                
|
| | Obligor means any Entity
    other than the Borrower and Seller and its Affiliates that is
    obligated under the Credit Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | Operative Documents means
    this Agreement, the Purchase Agreement and the Trust Agreement
    and any other document executed or delivered pursuant to this
    Agreement or the Trust Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | Participated Principal
    Amount means initially
    CDN$756,743,400 outstanding principal amount of the
    Subordinated Debentures. The Participated Principal Amount is
    subject to adjustment pursuant to Section 4.5.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | Participation means,
    collectively, the First Participation and Second Participation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | Party means Hollinger, the
    L.P. or Participant, as applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | Pre-Closing Date Accruals
    means any Distribution under the Credit Documents in respect of
    the First Subordinated Debentures or the Second Subordinated
    Debentures, if any, that accrue during the period before (but
    excluding) the respective Effective Date.                                                                                                                                                                                                                                                                                                                                                                                  
|
| | Purchase Agreement means the
    agreement entered into between the Trust, the Purchaser (as
    defined in the Purchase Agreement) and Seller dated as of the
    date hereof pursuant to which the Purchaser will initially
    purchase the Notes (as defined in the Purchase Agreement).                                                                                                                                                                                                                                                                                                                                                                    
|
| | Purchase Price means the
    purchase price paid for the Second Participation under Section 2
    hereof which shall be equal to the amount paid for the Notes as
    set forth in Section 3 of the Purchase Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | Regulation S means
    Regulation S adopted by the SEC under the Securities Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | Retained Interest means the
    right of Seller to retain payments or other property (including
    Collateral) paid or delivered in respect of the Pre-Closing Date
    Accruals, provided that such payment or distribution by Borrower
    is made (A) on or before the due date thereof or the
    expiration of any applicable grace period, each as specified in
    the Credit Documents as in effect on the Effective Date (or, if
    no such grace period exists, the expiration of 30 days from
    such due date), and (B) before a default by Borrower in
    connection with other payment obligations of Borrower under the
    Credit Documents;

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | otherwise such accrued amounts (if and when paid
    by Borrower) and any other accrued amounts due thereafter shall
    be for the account of Participant, and Seller shall not be
    entitled to any part thereof. The Retained Interest shall not
    include any PIK Debentures or Non-Voting Shares issued under the
    Share Payment Election of Section 2.25 of the Trust
    Indenture, which are paid, issued or delivered on or after the
    Effective Date but will include PIK Debentures or Non-Voting
    Shares received after the Effective Date to the extent they are
    delivered in respect of interest on the First Subordinated
    Debentures or Second Subordinated Debentures accrued from
    August 1, 2001 until the Effective Date of the First
    Subordinated Debentures.                                    
|
| | Retained Interest
    Distribution means a cash distribution payable or
    deliverable to Seller in respect of a Retained Interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | Retained Obligations means
    all obligations and liabilities of Seller relating to the
    Sellers Interest that (a) result from facts, events
    or circumstances arising or occurring prior to the Effective
    Date, (b) result from Sellers breach of its
    representations, warranties, covenants, or agreements under this
    Agreement, the Credit Documents or the Transfer Agreements,
    (c) result from Sellers bad faith, gross negligence,
    willful misconduct or (d) are attributable to Sellers
    actions or obligations in any capacity other than as a Holder of
    the Subordinated Debentures.                                                                                                                                                                                                            
|
| | Schedule 1 means the
    schedule attached hereto titled Schedule 1 to
    Participation Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | Schedule 2 means the
    schedule attached hereto titled Schedule 2 to
    Participation Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | Schedule 3 means the
    schedule attached hereto titled Schedule 3 to
    Participation Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | SEC means the United States
    Securities and Exchange Commission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | Second Trade Date has the
    meaning given to it in Schedule 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | Securities Act means the
    Securities Act of 1933, 15 U.S.C. §§ 77a et
    seq., as amended, and the rules and regulations promulgated
    under it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | Sellers Interest means
    any and all of Sellers right, title, and interest in and
    to Sellers right to receive any payments on account of the
    Subordinated Debentures to the extent of the Participated
    Principal Amount (as adjusted from time to time) including
    payments of principal and interest due and payable from time to
    time thereon and, to the extent not otherwise accounted for by an
    increase in the Participated Principal Amount pursuant to
    Section 4.5 of this Agreement, all PIK Debentures and any
    Non-Voting Shares issued thereon under the Share Payment
    Election of Section 2.25 of the Trust Indenture which are
    issued or delivered on or after the Trade Date, and, for greater
    certainty, including the following (excluding, however the
    Retained Interest):

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | all other amounts payable to Seller under the
    Credit Documents, and all obligations owed to Seller in
    connection with the Subordinated Debentures to the extent of the
    Participated Principal Amount;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (b) | all Guarantees and all Collateral and security of
    any kind for or in respect of the foregoing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (c) | all cash, securities, or other property, and all
    setoffs and recoupments, received, applied, or effected by or
    for the account of Seller or any prior Holder under the
    Subordinated Debentures to the extent of the Participated
    Principal Amount (whether for principal, interest, fees,
    reimbursement obligations, or otherwise) after the Trade Date,
    including all distributions obtained by or through redemption,
    consummation of a plan of reorganization, restructuring,
    liquidation, or otherwise of Borrower, any Obligor or the Credit
    Documents, and all cash, securities, interest, dividends, and
    other property that may be exchanged for, or distributed or
    collected with respect to, any of the foregoing;
|
| | (d) | all amounts derived from any claims (including
    claims as defined in Bankruptcy Code
    § 101(5) and provable claims as defined in
    Section 2(1) of the Bankruptcy and Insolvency Act
    (Canada)), suits, causes of action, and any other right of
    Seller or any Affiliate, whether known or unknown, against
    Borrower, any Obligor or any of their respective Affiliates,
    agents, representatives, contractors, advisors, or any other
    Entity that in any way is based upon, arises out of or is
    related to any of the foregoing;                                                                                                                                                                                                     
|
| | (e) | the economic benefit of permanent repayments of
    principal and amendment, consent, waiver and other similar
    non-ordinary course fees received by Seller from and after the
    Trade Date to the extent of the Participated Principal Amount;
    and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



| |     |                               
| | --- | ------------------------------
| | (f) | all proceeds of the foregoing.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Provided, however,
    to the extent that the principal amount of the Subordinated
    Debentures in which Seller holds a legal and beneficial
    interest, and an unencumbered right to all the Distributions in
    respect thereof, is reduced to an amount that is less than the
    Participated Principal Amount, Seller shall make cash payments
    to the Participant in Cdn. Dollars in amounts and at the times
    necessary to ensure that the Participant receives interest,
    principal and other payments in amounts, and at the times, that
    the Participant would have otherwise been entitled if Seller
    held legal and beneficial interest in an amount of the
    Subordinated Debentures, and an unencumbered right to all the
    Distributions in respect thereof, equal to or greater than the
    Participated Principal Amount (each such payment, if in respect
    of payments other than principal, is referred to herein as an
    Additional Set Off Cash Interest Payment and, if in
    respect of payments of principal, is referred to herein as an
    Additional Set Off Cash Principal Payment). Any

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Additional Set Off Cash Interest Payment shall
    be made in accordance with Section 4 of this Agreement. Any
    Additional Set Off Cash Principal Payment shall be made when due
    pursuant to the provisions of this Agreement and, for greater
    clarity, upon Elevation, an Additional Set Off Cash Principal
    Payment shall be made in an amount equal to the difference in
    the amount of the Participated Principal Amount (as then
    adjusted) and the principal payments to be paid in respect of
    the Subordinated Debentures constituting a part of the
    Sellers Interest.             
|
| | Taxes means any present or
    future tax, duty, levy, impost, assessment or other government
    charge (including penalties, interest and any other liabilities
    related thereto) imposed or levied by or on behalf of a Taxing
    Authority.                                                                                                                                                                                                                                                                                                                                                                  
|
| | Taxing Authority means any
    government or any political subdivision or territory or
    possession of any government or any authority or agency therein
    or thereof having power to tax.                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | Trade Date means the First
    Trade Date in respect of the First Participation and the First
    Subordinated Debentures and the Second Trade Date in respect of
    the Second Participation and the Second Subordinated Debentures.                                                                                                                                                                                                                                                                                                                                                                               
|
| | Transaction Documents means
    the Credit Documents, the Operative Documents and the Transfer
    Agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | Transfer Agreements means the
    transfer agreements under which Seller acquired the rights
    and obligations underlying Sellers Interest, which
    transfer agreements are identified on Schedule 2.                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | Trust has the meaning set
    forth in the definition of Trust Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | Trust Agreement means the
    amended and restated trust agreement of the Hollinger
    Participation Trust, a Delaware statutory business trust (the
    Trust), entered into on August 24, 2001 by and
    between First Union Trust Company, National Association, a
    national banking association (not in its individual capacity but
    solely as trustee hereunder and including its successors, the
    Trustee) and Hollinger, as depositor, as
    supplemented by the Supplemental Trust Agreement among the
    Trustee and the Seller, as depositor to be entered into on the
    Effective Date.
|
| | Trustee has the meaning set
    forth in the definition of Trustee Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | United States means the
    United States of America, its territories and possessions, any
    state of the United States, and the District of Columbia.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | U.S. Exchange Act means
    the Securities Exchange Act of 1934, as amended, and the rules
    and regulations promulgated under it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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| |                                                                               
| | ------------------------------------------------------------------------------
| | U.S. Person means a U.S.
    person as that term is defined in Regulation S.

1.2     Terms that are
defined in other provisions of this Agreement have the meanings
given to them in those provisions.

1.3     Terms defined in
the Trust Indenture and not otherwise defined in this Agreement
shall have the same meaning in this Agreement as in the Trust
Indenture.

2.     Participation

2.1     On the Effective
Date of the First Participation, Hollinger sold to Participant
an undivided 100% participation interest in and to the
Sellers Interest with respect to the First Subordinated
Debentures. In no event shall Participant be responsible for any
of the Retained Obligations with respect to the First
Subordinated Debentures. For greater certainty, Hollinger agreed
that any adjustment upward or downward to the principal amount
of the subordinated debentures issued pursuant to the Trust
Indenture under Sections 2.18 and 2.20 thereof shall not
affect the Sellers Interest or the Participated Principal
Amount. Hollinger acknowledged and agreed that
(i) Participant shall be the sole beneficial owner of the
First Participation and (ii) neither the First
Participation nor any Distributions (other than PIK Debentures
or Non-Voting Shares delivered to Seller pursuant to
Section 4.5 of this Agreement) shall constitute part of
Sellers estate, but instead shall at all times be the sole
property of Participant.

2.2     Subject to the
terms and conditions of this Agreement, Seller hereby agrees to
sell to Participant, and Participant agrees to purchase from
Seller, at the Purchase Price, an undivided 100% participation
interest in and to the Sellers Interest with respect to
the Second Subordinated Debentures (the Second
Participation), provided that in no event shall
Participant be responsible for any of the Retained Obligations
with respect to the Second Subordinated Debentures. For greater
certainty, Seller agrees that any adjustment upward or downward
to the principal amount of the subordinated debentures issued
pursuant to the Trust Indenture under Sections 2.18 and
2.20 thereof shall not affect the Sellers Interest or the
Participated Principal Amount. Seller acknowledges and agrees
that (i) Participant shall be the sole beneficial owner
of the Second Participation and (ii) neither the Second
Participation nor any Distributions (other than PIK Debentures
or Non-Voting Shares delivered to Seller pursuant to
Section 4.5 of this Agreement) shall constitute part of
Sellers estate, but instead shall at all times be the sole
property of Participant.

3.     Conditions
Precedent

3.1     Participants
obligation to pay the Purchase Price to Seller and to acquire
the Second Participation shall be subject to the conditions that
(a) Sellers representations and warranties in this
Agreement shall have been true and correct on the Agreement Date
and the Effective Date, (b) Seller shall have complied in
all material respects with all covenants required by this
Agreement to be complied with by it on or before the Effective
Date, (c) Participant shall have received this Agreement duly
executed on behalf of Seller, and (d) Participant shall have
received the written
opinion of Torys LLP, as United States and Canadian counsel to
Seller, dated the

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Effective Date, to the effect set forth in
Schedule 3 and in form and substance reasonably
satisfactory to Participant.

3.2     Sellers
obligation to sell, transfer, assign, grant, and convey the
Second Participation to Participant on the Effective Date shall
be subject to the conditions that (a) Participants
representations and warranties in this Agreement shall have been
true and correct on the Agreement Date and the Effective Date,
(b) Participant shall have complied in all material
respects with all covenants required by this Agreement to be
complied with by it on or before the Effective Date,
(c) Seller shall have received this Agreement duly executed
by Participant and (d) Seller shall have received payment
of the Purchase Price from the Participant.

4.     Payments on
Account of Participation

4.1     Upon receipt by
Seller of any cash Distribution, Seller shall hold the same in
trust in a segregated account for the sole benefit of
Participant and shall, without set-off, deduction or withholding
of any kind, distribute such cash in Cdn. Dollars within
one (1) Business Day after receipt of immediately available
funds or after funds become available for distribution after
deposit of a check, draft or other instrument (such date being
the Participants Due Date). If Seller
fails to make any such cash payment to Participant on or prior
to Participants Due Date, Seller shall thereafter pay to
Participant interest on the amount of such payment in
Cdn. Dollars for the period from and including the date of
Sellers receipt of such cash payment, to but excluding the
date on which such payment is made to Participant in full, at a
per annum rate of 12 1/8%. Prior to Elevation,
if any amounts paid under this Section 4.1 are paid to the
Participant by Seller as a result of the Borrower exercising its
right under Section 3.01 of the Trust Indenture to redeem
the Subordinated Debentures, in whole or in part, and Seller
receiving payments from the Borrower pursuant to such
redemption, the Participated Principal Amount shall be decreased
by the principal amount of Subordinated Debentures redeemed that
relate to such Participated Principal Amount immediately upon
Participant receiving a cash payment in Cdn. Dollars in
respect of such redemption and in an amount equal to the
reduction of the Participated Principal Amount.

4.2     Subject to
Section 4.5 hereof, upon receipt by Seller of any
securities or other non-cash Distribution, Seller shall, upon
receipt of any such securities or other non-cash Distribution,
hold the same in irrevocable trust in a segregated account for
the sole benefit of Participant and cooperate with Participant
and use commercially reasonable efforts, at Sellers
expense, to cause to be transferred to Participant or its
nominee(s) as soon as practicable after the Elevation Date
(without recourse to, or representation or warranty by, Seller),
the beneficial and record ownership of such securities or other
non-cash Distribution. Sellers obligation under the
immediately preceding sentence is conditioned upon Participant,
at Sellers expense, executing all agreements, instruments
and documents and taking all other actions required to effect
such transfer. If Seller is prohibited by any law, rule, or
order from transferring any such securities or other non-cash
Distribution to Participant as contemplated in this
Section 4.2, or at any time and during all periods before
such securities or other non-cash Distribution shall have been
transferred to Participant, Seller shall continue to hold such
securities or other non-cash Distribution in trust in a
segregated account for the sole benefit of Participant (until
such transfer is not so prohibited) and shall, subject to
Section 6, exercise any rights in such securities solely in
accordance with the

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written directions of Participant. If Seller
continues to hold such non-cash Distribution in trust for
Participant two (2) Business Days before the termination of
the Trust pursuant to Section 2.08 of the Trust Agreement,
Seller agrees to pay to Participant the fair market value of
such non-cash Distribution held in trust (as determined by a
resolution of the board of directors of Seller) plus any
interest accrued thereon, if any, one (1) Business Day before
the termination of the Trust Agreement.

4.3     If seller makes
any payment to Participant pursuant to this Section 4 (a
Prior Payment) and Seller is required to
return to any Entity all or any portion of any Distribution in
respect of which such Prior Payment was made (the
Distributions Subject to Return), Participant
shall, upon the written request of Seller, return to Seller such
Distributions Subject to Return plus any interest or penalties
thereon that Seller is required to pay in respect of such
Distributions Subject to Return; provided,
however, that Participant shall not be required to pay
any such interest or penalties to the extent that such interest
or penalties are attributable to Sellers failure to notify
Participant of such repayment obligation in a timely manner.
Distributions Subject to Return shall not include any set-offs
or indemnities owed by Seller to the Borrower under the Trust
Indenture or any of the other Transaction Documents, including
but not limited to those set-offs or indemnities described in
Section 2.20 of the Trust Indenture or Sections 10.1,
10.2, 10.3, 10.4 and 10.5 of the Transaction Agreement.

4.4     Participant
acknowledges that all Retained Interest Distributions shall be
for Sellers account and that Seller shall not be required
to distribute to Participant any Retained Interest Distributions.

4.5     Seller agrees
that if the Issuer exercises its right pursuant to either
Section 2.24 of the Trust Indenture to make a PIK Payment
Election or Section 2.25 of the Trust Indenture to make a
Share Payment Election in respect of any Interest Obligation
then, in lieu of Seller transferring to Participant the PIK
Debentures or Non-Voting Shares, as the case may be, delivered to
Seller in respect of the Sellers Interest, the
Participated Principal Amount shall be increased as of the
applicable Payment Date by the amount of the applicable Interest
Obligation(without giving effect to any reduction pursuant to
the Share Payment Election). As long as the Participation is
outstanding, Seller shall retain a legal and beneficial interest
in the Trust Indenture and in a sufficient amount of
Subordinated Debentures as is necessary for Participant to
receive Subordinated Debentures at Elevation in amounts equal to
or greater than the Participated Principal Amount. Seller also
agrees not to transfer or pledge such amount of Subordinated
Debentures described in the foregoing sentence so long as the
Participation is outstanding. To the extent that the
Participated Principal Amount is required to be increased
pursuant to this Section 4.5 and Seller does not hold a
legal and beneficial interest in a sufficient amount of
Subordinated Debentures, and an unencumbered right to all the
Distributions in respect thereof, to fulfill its obligation to
so increase the Participated Principal Amount, the Participated
Principal Amount shall not be increased and, in lieu of such an
increase, Seller shall pay to the Participant the amount of the
applicable Interest Obligation in Cdn. Dollars within one
(1) Business Day after receipt of the PIK Debentures or the
Non-Voting Shares, as the case may be. Any such cash payment
shall be made in accordance with, and subject to, the provisions
of Section 4.1 and to other relevant provisions contained
in this Section 4.

9



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##### 



4.6     Seller agrees to
comply with its obligation to pay Participant the Additional Set
Off Cash Principal Payment and the Additional Set Off Cash
Interest Payment as described in the definition of
Sellers Interest.

5.     Delivery of
Documents and Information; Confidentiality

Seller shall furnish and convey to Participant
all information and documents received by Seller from time to
time with respect to the Credit Documents and the Sellers
Interest as soon as practicable after the same are received by
Seller, but in any event within two Business Days of such
receipt; provided, however, that Seller shall have no
liability to Participant regarding the validity or content of
the information and documents furnished pursuant to this
Section 5. Seller shall be responsible for all expenses
incurred by Seller in connection with Sellers performance
of its obligations under this Section 5.

6.     Acts and
Decision

6.1     Seller agrees
that it shall, subject to Section 6.3, act or refrain from
acting: (A) in respect of any request, act, decision or
vote in respect of the Sellers Interest; or (B) in
respect of any of the Sellers rights under the Credit
Documents, including any request, act, decision, vote or pursuit
of any remedies under Article 6 (Defaults and Remedies) of
the Trust Indenture (each such request, act, decision or vote an
Act) only as follows: (1) if an Act may be
exercised by Seller separately in respect of the Participation,
Seller shall take such Act in accordance with Participants
written directions; (2) if the Act may not be exercised
separately in respect of the Participation, but it may be
exercised with respect to the Sellers Interest, then
Seller shall take such Act in accordance with the written
directions of the majority of holders (the Majority
Participants) of participations in the Sellers
Interest (measured by the then outstanding principal amount of
the Subordinated Debentures) with respect to which such Act is
being taken that issue such written directions; (3) if the
Act may not be exercised separately in respect of the
Sellers Interest, but it may be exercised in respect of
all Subordinated Debentures issued under the Trust Indenture
that Seller and its Affiliates may own from time to time, then
Seller and its Affiliates shall take such Act in accordance with
the written directions of the majority of holders of
participations in the Sellers Interest and participations
in Subordinated Debentures not subject to the Sellers
Interest (the Majority Holders) in respect of
all such subordinated debentures (measured by principal amount
thereof) that issue such written directions; or (4) if the
Act may not be exercised separately in respect of all
subordinated debentures issued under the Trust Indenture that
Seller and its Affiliates may own from time to time, but it may
be exercised in respect of all claims that Seller and its
Affiliates may have against the Borrower and/or any Obligor,
then Seller shall take such Act in accordance with the written
directions of the majority of holders of participations in the
Sellers Interest and participations in Subordinated
Debentures not subject to the Sellers Interest (the
Majority Claims Holders) in respect of all
such claims (measured by amount of claims) that issue such
written directions. Notwithstanding the foregoing, Seller shall
not take any action described in clauses (1) through (9) of
Section 8.02 of the Trust Indenture without the prior
written consent of Participant.

10



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##### 



6.2     Seller shall as
soon as practicable after its having actual notice thereof, but
in any event within two (2) Business Days of its receipt of such
actual notice, notify Participant in writing of any matter in
respect of which it may exercise any Act in respect of which
Participant may vote under Section 6.1.

6.3     Any consent or
other direction of Participant permitted under this Agreement
must be in writing and shall not be effective unless received by
Seller at least five (5) Business Days after Sellers
request for such consent or direction is received by
Participant; provided, however, that if Seller is
required to act within a shorter time period, it may require
such consent or other direction to be given in a shorter time
period. Absent such timely written consent or other direction
(including the withholding of such consent), Seller shall be
entitled (but not required) to take action on behalf of
Participant with respect to such matters (an Undirected
Act) without liability; provided,
however, that in taking such action, Seller shall act in
good faith and subject to the provisions of Section 7.
Notwithstanding the foregoing, Seller shall not be under any
obligation to take any Act that it reasonably determines in good
faith would violate applicable law or would expose it to any
liability for which it is not provided reasonable indemnity.

7.     Standard of
Care



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Seller may rely on legal counsel, independent
    public accountants and other experts reasonably selected or
    reasonably accepted by Seller from time to time in its own
    discretion and shall not be liable for any action taken or
    omitted to be taken in good faith by Seller in accordance with
    the advice of such counsel, accountants or experts;
    provided, however, that (i) Seller shall
    comply in all cases with the terms and provisions of this
    Agreement and (ii) Participant may have a claim against
    such counsel, accountants or experts for actions taken by Seller
    in accordance with the advice thereof.

8.     Sellers
Representations and Warranties

8.1     Seller
represents and warrants to Participant (as of August 17,
2001, August 24, 2001, the Agreement Date and as of the
Effective Date), and agrees with Participant, that:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Each of Hollinger and the L.P.
    (i) is duly organized and validly existing under the laws
    of its jurisdiction of organization or incorporation,
    (ii) is in good standing under such laws and (iii) has
    full power and authority to execute, deliver and perform its
    obligations under the Transaction Documents to which it is or
    will become a party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (b) Sellers execution, delivery, and
    performance of, and compliance with all of the provisions of
    each of, the Purchase Agreement and the Transaction Documents to
    which Seller is a party (i) has not resulted and will not
    conflict with or result in a breach or violation of any of the
    terms or provisions of, or constitute a default under,
    (A) Sellers organizational documents, (B) any
    statute, law, writ, order, rule or regulation of any
    Governmental Authority applicable to Seller, (C) any
    judgement, injunction, decree or determination applicable to
    Seller or (D) any contract, indenture, mortgage, loan
    agreement, note, lease or other instrument by which Seller may
    be bound or to which any of the assets of Seller are subject,
    including the Purchase Agreement, the Trust Indenture and
    Section 2.08 thereof, the Transaction Agreement and Section

11



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 9.19 thereof, the Subordinated Debentures and any
of the other Transaction Documents, (ii), except in respect of a
Participation upon the Elevation thereof, (x) will not in any
manner relieve CanWest Global Communications Corp. of its
guarantee of the Borrowers obligations made under the
Fixed Rate Subordinated Debenture Guarantee dated as of
November 15, 2000 or otherwise change or diminish such
guarantee or (y) cause a recalculation of the Interest Rate of
the Subordinated Debentures as set out in Section 2.06(d)
of the Trust Indenture, and (iii) will not result in
Participant or (except to the extent a Note Holder is an
Excluded Holder and, in that case, except to the extent of that
Note Holders interest) Seller becoming an Excluded Holder
under Section 4.26 of the Trust Indenture.
|
| | (c) (i) The Transaction Documents to
    which Seller is a party (A) have been duly and validly
    authorized, executed, and delivered by Seller and (B) are
    the legal, valid, and binding obligations of Seller, enforceable
    against Seller in accordance with their respective terms, except
    that such enforceability against Seller may be limited by
    bankruptcy, insolvency, or other similar laws of general
    applicability affecting the enforcement of creditors
    rights generally and by the courts discretion in relation
    to equitable remedies; and                                                                                                                                                                                                                                   

| |                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) no notice to, registration with,
    consent or approval of, or any other action by, any relevant
    Governmental Authority or other Entity is or will be required
    for Seller to execute, deliver, and perform its obligations
    under the Purchase Agreement and the Transaction Documents to
    which it is or will become a party.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (d) Seller is the sole legal and beneficial
    owner of, and has good title to, the Sellers Interest and
    to the Subordinated Debentures, free and clear of any
    Encumbrance, except for, as of August 17, 2001 and
    August 24, 2001, a pledge of the Subordinated Debentures as
    security for bank indebtedness which pledge was released on the
    Effective Date concurrently with the transfer of the First
    Participation to Participant. The Sellers Interest is not
    subject to any prior sale, transfer, assignment or participation
    by Seller or any agreement by Seller to assign, convey, transfer
    or participate, in whole or in part.                                                                                                                           
|
| | (e) No proceedings are (i) pending
    against Seller or (ii) to the best of Sellers
    knowledge, threatened against Seller before any relevant
    Governmental Authority that, in the aggregate, would materially
    and adversely affect (A) the Sellers Interest or
    (B) any action taken or to be taken by Seller under this
    Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (f) Schedule 1 accurately states
    (i) the principal amount of the Subordinated Debentures
    included in the Sellers Interest outstanding as of
    August 24, 2001 and as of the Effective Date, (ii) all
    Distribution of PIK Debentures made or required to be made on or
    before August 24, 2001 and as of the Effective Date under
    the Trust Indenture or any Credit Document,
    (iii) repayments of principal and (iv) all interest
    payments or other transfers received by Seller (by set-off or
    otherwise) or directed to others from or on account of Borrower
    or any Obligor in respect of the Sellers Interest. Seller
    is entitled to receive Distributions free from any set-offs,
    deductions, or withholding of any kind, including tax
    withholding.

12



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) There is no funding obligation of any
    kind (whether fixed, contingent, conditional, or otherwise) in
    respect of the Sellers Interest (including any obligation
    to make advances or to purchase participations in letters of
    credit under any Credit Documents or any obligation relating to
    any currency or interest rate swap, hedge, or similar
    arrangement) that Seller or Participant is or shall be required
    to pay or otherwise perform that Seller has not paid or
    otherwise performed in full.                                                                                                                                                                                                     
|
| | (h) Neither Seller nor any of its Affiliates
    has engaged or will engage in any acts or conduct or omissions
    that will result in (i) the Sellers Interest or any
    part thereof being transferred or assigned (except as otherwise
    permitted under this Agreement) or subject to any claim,
    counterclaim, setoff, defense, action, demand, litigation
    (including administrative proceedings or derivative actions),
    Encumbrance, or right (including expungement, avoidance,
    reduction, contractual or equitable subordination, or otherwise)
    or (ii) Participant being subject to less favorable
    treatment (including the timing of payments or distributions)
    than is received by Holders generally.
|
| | (i) Seller has performed, and has complied
    with, all obligations required to be performed or complied with
    by it under the Credit Documents and is not in breach of any
    representation, warranty or any other provision of the Credit
    Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (j) Other than Credit Suisse First Boston
    Corporation (who shall be paid by Seller), no broker, finder or
    other Entity acting under Sellers authority is entitled to
    any brokers commission or other fee in connection with the
    transactions contemplated by this Agreement for which
    Participant could be responsible.                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (k) Except as set forth in Schedule 1,
    Seller (i) is not and has never been (A) an
    insider of Borrower or any Obligor (as
    insider is defined in Bankruptcy Code
    § 101(31)), (B) a related person of
    the Borrower or any Obligor (as defined in Section 4 of the
    Bankruptcy and Insolvency Act (Canada)) or (C) an Affiliate
    of Borrower or any Obligor, and (ii) is not, and has not
    been, a member of any official or unofficial committee relating
    to Borrower or any Obligor.                                                                                                                                                                                                                      
|
| | (l) Seller does not hold any funds or
    property of, or owe any amounts or property to, the Borrower or
    any Obligor (provided that the principal amount of the
    subordinated debentures issued pursuant to the Trust Indenture
    and not constituting a portion of the Sellers Interest may
    be adjusted pursuant to Sections 2.18 and 2.20 of the Trust
    Indenture), and has not effected or received the benefit of any
    setoff against the Borrower or any Obligor on account of the
    Sellers Interest.                                                                                                                                                                                                             
|
| | (m) Seller has not received any written
    notice that (i) any payment or other transfer made to or
    for the account of Seller from or on account of Borrower or any
    Obligor under the Sellers Interest is or may be void or
    voidable as an actual or constructive fraudulent transfer or as
    a preferential transfer or (ii) the Sellers Interest,
    or any portion of it, is void, voidable, unenforceable or
    subject to any Impairment.                                                                                                                                                                                                                                                                               

13



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (n) Seller acknowledges that the
    consideration paid under this Agreement for the purchase of the
    Participation may differ both in kind and amount from any
    Distribution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (o) Seller (i) is a sophisticated
    seller with respect to the sale of the Participation and the
    retention of the Retained Obligations, (ii) has adequate
    information concerning the business and financial condition of
    Borrower or any Obligor to make an informed decision regarding
    the sale of the Participation and the retention of the Retained
    Obligations and (iii) has independently and without
    reliance upon Participant, and based on such information as
    Seller has deemed appropriate, made its own analysis and
    decision to enter into this Agreement, except that Seller has
    relied upon Participants express representations,
    warranties, covenants and indemnities in this Agreement. Seller
    acknowledges that Participant has not given Seller any
    investment advice, credit information, or opinion on whether the
    sale of the Participation or the retention of the Retained
    Obligations is prudent.                                                                                                                         
|
| | (p) Seller acknowledges that
    (i) Participant currently may have, and later may come into
    possession of, information with respect to the Sellers
    Interest, Borrower, any Obligor or any of their Affiliates that
    is not known to Seller and that may be material to a decision to
    sell the Participation (Seller Excluded
    Information), (ii) Seller has determined to sell
    the Participation notwithstanding its lack of knowledge of the
    Seller Excluded Information and (iii) Participant shall
    have no liability to Seller, and Seller waives and releases any
    claims that it might have against Participant or any Participant
    Indemnitee (as hereinafter defined), whether under applicable
    securities laws or otherwise, with respect to the nondisclosure
    of the Seller Excluded Information in connection with the
    transaction contemplated hereby; provided,
    however, that the Seller Excluded Information shall not
    and does not affect the truth or accuracy of Participants
    representations or warranties in this Agreement.
|
| | (q) Seller is an accredited
    investor as defined in Rule 501 under the Securities
    Act. Seller has not made any offers to sell, or solicitations of
    offers to buy, any portion of the Participation in violation of
    any applicable securities laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (r) Either (a) no interest in the
    Participation is being sold by or on behalf of one or more
    Benefit Plans, or (b) the transaction exemption set forth
    in one or more prohibited transaction class
    exemptions (PTEs) issued by the U.S. Department of
    Labor, such as PTE 84-14 (a class exemption for certain
    transactions determined by independent qualified professional
    asset managers), PTE 95-60 (a class exemption for certain
    transactions involving insurance company general accounts),
    PTE 90-1 (a class exemption for certain transactions
    involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds), PTE 96-23 (a
    class exemption for certain transactions determined by in-house
    asset managers) is applicable with respect to the sale of the
    Participation.                                                                                                                                                                               
|
| | (s) Seller has provided to Participant true,
    correct and complete copies of the Credit Documents and the
    Transfer Agreements. A true and complete list of such Credit
    Documents and Transfer Agreements is set forth on
    Schedule 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

14



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| |                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (t) Other than as set forth on
    Schedule 1, Seller has not received (by set-off or
    otherwise) or directed to others any payments or other transfers
    from or on account of Borrower or any Obligor in respect of the
    Sellers Interest.                                                                                                         
|
| | (u) Seller has not given its consent to
    change, nor has it waived, any term or provision of any Credit
    Document or the Transfer Agreements, including, without
    limitation, with respect to the amount or time of any payment of
    principal or the rate or time of any payment of interest.                                                     
|
| | (v) Seller is not a party to any document,
    instrument or agreement (other than the Transfer Agreements and
    the Credit Documents specified in Schedule 2) that could
    materially and adversely affect the Participation, the
    Sellers Interest or Participants rights and remedies
    under this Agreement.                                   
|
| | (w) Neither Seller, its Affiliates or any
    Entity acting on its or their behalf has engaged or will engage
    in any Directed Selling Efforts(within the meaning of
    Regulation S) or has engaged or will engage in any form of
    general solicitation or general
    advertising under the Securities Act with respect to the
    Participation.
|
| | (x) The Participation satisfies the
    requirements set forth in Rule 144A(d)(3) under the
    Securities Act.                                                                                                                                                                                                                                               
|
| | (y) So long as the Participation or any part
    thereof which has been sold in the United States in reliance
    upon Rule 144A is outstanding and is a restricted
    security within the meaning of Rule 144(a)(3) under
    the Securities Act, Seller shall either:                                                                                    



| |                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) furnish to the SEC all information
    required to be furnished in accordance with Rule 12g3-2(b)
    under the U.S. Exchange Act;                                                                                                                                                                                                                                                                       
|
| | (iii) file reports and other information
    with the SEC under Section 13 or 15(d) of the
    U.S. Exchange Act; or                                                                                                                                                                                                                                                                                          
|
| | (iv) furnish to any holder of the
    Participation and any prospective purchaser of the Participation
    designated by such holder, upon request of such holder, the
    information required to be delivered pursuant to
    Rule 144A(d)(4) under the Securities Act (so long as such
    requirement is necessary in order to permit holders of the
    Participation to effect resales under Rule 144A).



| |                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (z) Seller is not an open-end investment
    company, closed-end investment company, unit investment trust or
    face-amount certificate company that is or is required to be
    registered under Section 8 of the United States Investment
    Company Act of 1940, as amended.
|
| | (aa) All payments made by Seller under this
    Agreement to Participant will be made free and clear of and
    without withholding or deduction for or on account of any
    present or future Taxes.                                                                            

15



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| |                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (bb) Seller agrees that, prior to the
    Elevation Date, it will not cause the Interest Rate
    to be recalculated pursuant to Section 2.06(d) of the Trust
    Indenture.

8.2     For the purposes
of this Article 8, references to Seller refer to Hollinger
and the L.P. severally and not jointly. Except as expressly
stated in this Agreement and the Trust Agreement, Seller makes
no representations or warranties, express of implied, with
respect to the transactions contemplated herein.

8.3     Seller
acknowledges that: (a) its sale of the Participation to
Participant is irrevocable; and (b) Seller shall have no
recourse to the Participation, except for
(i) Participants breaches of its representations,
warranties, or covenants and (ii) Participants
indemnities, in each case as expressly stated in this Agreement.

9.     Participants
Representations and Warranties

9.1     Participant
represents and warrants to Seller (as of August 17, 2001,
August 24, 2001 and as of the Agreement Date and as of the
Effective Date), and agrees with Seller, that:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The Participant (i) is a duly
    organized and validly existing statutory business trust under
    the laws of the State of Delaware, (ii) is in good standing
    under such laws and (iii) has full power and authority to
    execute, deliver and perform its obligations under the Offering
    Agreements (as defined in the Purchase Agreement) to which it is
    or will become a party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (b) The Trust Agreement has been duly
    authorized; the Offered Notes (as defined in the Purchase
    Agreement) have been duly authorized; and when the Offered Notes
    are delivered and paid for pursuant to the Trust Agreement on
    the Closing Date, the Trust Agreement will have been duly
    executed and delivered, such Offered Notes will have been duly
    executed, authenticated, issued and delivered and will conform
    to the description thereof contained in the Offering Document
    (as defined in the Purchase Agreement) and the Trust Agreement,
    this Agreement and such Offered Notes will constitute valid and
    legally binding obligations of the Participant, enforceable in
    accordance with their terms, subject to bankruptcy, insolvency,
    fraudulent transfer, reorganization, moratorium and similar laws
    of general applicability relating to or affecting
    creditors rights and to general equity principles.                                
|
| | (c) The execution, delivery and performance
    of the Offering Agreements, and the issuance and sale of the
    Offered Notes and compliance with the terms and provisions
    thereof will not result in a breach or violation of any of the
    terms and provisions of, or constitute a default under, any
    statute, any rule, regulation or order of any governmental
    agency or body or any court, domestic or foreign, having
    jurisdiction over the Participant or any subsidiary of the
    Participant or any of their properties, or any agreement or
    instrument to which the Participant or any such subsidiary is a
    party or by which the Participant or any such subsidiary is
bound or to which any of the properties of the Participant or any such
subsidiary is subject, or the certificate of trust or trust agreement of the
    Participant or any such subsidiary, and the Participant has full
    power and authority to authorize, issue and sell the Offered
    Notes.

16



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) Either (a) no interest in the
    Participation is being acquired by or on behalf of a person who
    is, or at any time while the Participation is held thereby will
    be, one or more Benefit Plans or (b) the transaction
    exemption set forth in one or more prohibited transaction class
    exemptions (PTEs) issued by the U.S. Department of
    Labor, such as PTE 84-14 (a class exemption for certain
    transactions determined by independent qualified professional
    asset managers), PTE 95-60 (a class exemption for certain
    transactions involving insurance company general accounts),
    PTE 90-1 (a class exemption for certain transactions
    involving insurance company pooled separate accounts,
    PTE 91-38 (a class exemption for certain transactions
    involving bank collective investment funds), and PTE 96-23
    (a class exemption for certain transactions determined by
    in-house asset managers) is applicable with respect to the
    purchase and holding of the Participation and the exercise of
    the Buyers rights thereunder.
|
| | (e) Participant acknowledges that it has
    received copies of the Credit Documents specified in
    Schedule 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (f) It acknowledges that the Participation
    has not been and will not be registered under the Securities Act
    and may not be offered or sold within the United States except
    pursuant to an exemption from the registration requirements of
    the Securities Act. It has not offered or sold, and will not
    offer or sell, its Participation or any part thereof within the
    United States except pursuant to an exemption from the
    registration requirements of the Securities Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

9.2     Except as
expressly stated in this Agreement, Participant makes no
representations or warranties, express or implied, with respect
to the transactions contemplated herein.

9.3     Subject to
Section 9.1(f) hereof, Participant acknowledges that:
(a) Sellers sale of the Participation to Participant
is irrevocable; and (b) Participant shall have no recourse
to the Retained Interest of Seller except for
(i) Sellers breaches of its representations,
warranties or covenants and (ii) Sellers indemnities,
in each case as expressly stated in this Agreement.

10.     Further Sale
or Assignments

10.1     Hollinger
agrees that until after Elevation is complete, it or one or more
of its Affiliates shall retain legal and beneficial ownership
of, and not sell, assign or transfer in any way, its rights in
at least US$50,000,000 in principal amount of Subordinated
Debentures outstanding on August 24, 2001, and all
Distributions in respect thereof (the Retained
Debentures). If immediately prior to Elevation any
portion of the Retained Debentures is held by an Affiliate of
Seller and Seller does not hold legal and beneficial ownership
of an amount of the Subordinated Debentures (and all
Distributions in respect thereof) equivalent to the Participated
Principal Amount (this shortfall being referred to herein as the
PPA Shortfall), Hollinger covenants and
agrees that it shall take all actions necessary to cause such
Affiliate to transfer prior to Elevation such Affiliates
legal and beneficial ownership of Subordinated Debentures (and
all Distributions in respect thereof) to Hollinger (or directly
to Participant at Elevation in accordance with Section 27
of this Agreement) in an amount equivalent to the PPA Shortfall.
This obligation to maintain the Retained Debentures is in
addition to, and does not supersede or supplant, either
Hollingers or the

17



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##### 



L.P.s obligation to retain an interest in
the Trust Indenture and the Subordinated Debentures to the
extent of the Participated Principal Amount as provided in
Section 4.5 of this Agreement.

10.2     Except as otherwise contemplated in the
Purchase Agreement, on or prior to the Elevation Date,
Participant may sell, assign, convey or otherwise transfer this
Agreement, the Participation or any part thereof, provided that
this Agreement, the Participation or any interests therein may
not be sold without the prior written consent of Seller, which
consent shall not be unreasonably withheld or delayed. Nothing
contained herein shall in any way restrict the transfer of any
Notes issued by the Trust or any interest therein.

11.     Indemnification

11.1     Seller shall indemnify, defend and hold
Participant, the Trustee and the Trustees officers,
directors, agents, partners, members, controlling Entities and
employees (collectively, Participant
Indemnitees) harmless from and against any liability,
claim, cost, loss, judgment, damage or expense (including
reasonable attorneys fees and expenses) that Participant
Indemnitees incur or suffer as a result of, or arising out of,
(a) the breach by Seller or any prior Holder of the
Subordinated Debentures included in the Sellers Interest
of any of the representations, warranties, covenants or
agreements made by Seller in this Agreement, or (b) any
obligation of Participant or Seller to disgorge, in whole or in
part, or otherwise reimburse (by setoff or otherwise) Borrower,
Trustee, or any other Entity for any payments,
property (including Collateral), setoffs or recoupments received,
applied or effected by or for the account of Seller under or in
connection with the Sellers Interest (which shall for the
purposes of this Section 11.1 include any reduction of the
principal amount of any Subordinated Debentures assigned to the
Participant upon Elevation except in accordance with
Section 3.01 of the Trust Indenture) or otherwise from,
against or on account of Borrower or any Obligor not distributed
by Seller to Participant. Each party to this Agreement
acknowledges and agrees that (1), in addition to any other
circumstances set forth above, the Participant Indemnitees shall
be entitled to indemnification under this Section 11.1 in
the event that this Agreement, the Trust Agreement or the
Purchase Agreement, or any of the actions taken or contemplated
hereunder or thereunder, or any other action of Seller (except
those that Seller is requested to take pursuant to
Section 6 hereof) directly or indirectly entitles the
Borrower to fail to make payments with respect to the
Subordinated Debentures that constitute a part of the
Sellers Interest, which failure would constitute an
extinguishment of the Borrowers obligations towards Seller
under the Trust Indenture and the Subordinated Debentures and
(2) the measure of damages for which the Participant
Indemnitees shall be entitled to be indemnified in such an event
shall be no less than 100% of the Participated Principal Amount
plus accrued and unpaid interest so long as there was a
reasonable probability that the Subordinated Debentures would
reach par value on or prior to their maturity. For the purposes
of this Section 11.1, references to Seller refer to
Hollinger and the L.P. severally and not jointly.

11.2     Participant shall indemnify, defend,
and hold Seller and its officers, directors, agents, partners,
members, controlling Entities and employees (collectively,
Seller Indemnitees) harmless from and against
any liability, claim, cost, loss, judgment, damage or
expense (including reasonable attorneys fees and expenses)
that Seller Indemnitees incur or suffer as a result of or
arising out of (a) Participants breach of any of its
representations, warranties, covenants, or

18



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agreements in this Agreement or (b) Seller
acting or refraining to act pursuant to any direction of
(i) Participant or (ii) the Majority Participants, the
Majority Holders, the Majority Claims Holders or with respect to
an Undirected Act; provided, however, that
Participants share of the indemnity under
clause (b)(ii) shall be limited to a fraction, the
numerator of which is (A) the outstanding principal amount
of the Sellers Interest or (B) if Seller has
consented to transfers of the Participation (or a portion
thereof) pursuant to Section 10, the then outstanding
principal amount of the claims beneficially held by Participant
in respect of which the action involved is taken by Seller, and
the denominator of which is the then aggregate outstanding
principal amount of all claims in respect of which the action
involved is taken by Seller.

11.3     If a third
party commences any action or makes any demand against either
Party for which such Party (Indemnified
Party) is entitled to indemnification under this
Agreement, such Indemnified Party will promptly notify the other
Party (Indemnifying Party) in writing of such
action or demand; provided, however, that if the
Indemnified Party assumes the defense of the action and fails to
provide prompt notice to the Indemnifying Party, such failure shall not
limit in any way the Indemnifying Partys obligation to
indemnify the Indemnified Party except to the extent that such
failure materially prejudices the Indemnifying Partys
ability to defend the action. The Indemnifying Party may, at its
own expense and without limiting its obligation to indemnify the
Indemnified Party, participate in the defense of such action
with counsel reasonably satisfactory to the Indemnified Party,
or the Indemnifying Party may, at its own expense and without
limiting its obligation to indemnify the Indemnified Party,
assume the defense of such action with counsel reasonably
acceptable to the Indemnified Party. In any event, the Party
that has assumed the defense of such action shall provide the
other Party with copies of all notices, pleadings, and other
papers filed or served in such action. Neither Party shall make
any settlement or adjustment without the other Partys
prior written consent, which consent (a) in the case of the
Indemnifying Party will not be unreasonably withheld if the
settlement or adjustment involves only the payment of money
damages by the Indemnifying Party and (b) in the case of
the Indemnified Party may be withheld for any reason if the
settlement or adjustment involves performance or admission by
the Indemnified Party.

11.4     Each indemnity
in this Agreement is a continuing obligation, separate and
independent from the other obligations of the Parties and
survives termination of this Agreement, and it is not necessary
for a Party to incur expense or make payment before enforcing a
right of indemnity conferred by this Agreement.

12.     Payments
Generally

All payments by Participant to Seller or Seller
to Participant shall be made in Cdn. Dollars by wire transfer of
immediately available funds to such account that either Party
specifies to the other from time to time, the initial accounts
of the Parties being specified on Schedule 1. Unless
otherwise provided for in this Agreement, neither Party may
set-off against any amounts of the other Party under this
Agreement.

19



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13.     Notices

All communications between the Parties or notices
or other information sent under this Agreement shall be in
writing, hand delivered or sent by overnight courier or
telecopier, addressed to the relevant Party at its address or
facsimile number specified on Schedule 1 or at such other
address or facsimile number as such Party may request in
writing. All such communications and notices shall be effective
upon receipt.

14.     Exercise of
Rights

14.1     No amendment of
any provision of this Agreement shall be effective unless it is
in writing and signed by the Parties and no waiver of any
provision of this Agreement, nor consent to any departure by
either Party from it, shall be effective unless it is in writing
and signed by the affected Party, and then such waiver or
consent shall be effective only in the specific instance and for
the specific purpose for which given.

14.2     No failure on
the part of a Party to exercise, and no delay in exercising, any
right under this Agreement shall operate as a waiver hereof by
such Party, nor shall any single or partial exercise of any
right under this Agreement preclude any other or further
exercise thereof or the exercise of any other right. The rights
and remedies of each Party provided herein (a) are
cumulative and are in addition to, and are not exclusive of, any
rights or remedies provided by law (except as otherwise
expressly set forth in this Agreement) and (b) are not
conditional or contingent on any attempt by such Party to
exercise any of its rights under any other related document
against the other Party or any other Entity.

15.     Survival;
Successors and Assigns

15.1     All
representations, warranties, covenants, indemnities and other
provisions made by the Parties shall be considered to have been
relied upon by the Parties, shall be true and correct as of the
Agreement Date and the Effective Date, and shall survive the
execution, delivery, and performance of the Operative Documents.

15.2     This Agreement,
including the representations, warranties, covenants and
indemnities contained in this Agreement, shall inure to the
benefit of, be binding upon and be enforceable by and against
the Parties and their respective successors and permitted
assigns. Seller may not sell, assign or otherwise transfer any
of its rights or obligations under this agreement, or, except as
specifically provided in this Agreement, any portion of the
Subordinated Debentures if after such sale, assignment or
transfer Seller would not retain sufficient Subordinated
Debentures to comply fully with its obligations under this
Agreement or any Transaction Document without the prior written
consent of the Majority Participants.

16.     Further Assurances

Each Party agrees (i) to execute and
deliver, or to cause to be executed and delivered, all such
instruments and (ii) to take all such actions as the other
Party may reasonably

20



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request to effectuate the intent and purposes,
and to carry out the terms, of this Agreement, including the
procurement of any third-party consents.

17.     Disclosure

17.1     Each Party
agrees that, without the prior consent of the other Party, it
shall not disclose the contents of this Agreement (including the
Purchase Price) to any Entity, except that any Party may make
any such disclosure (a) as required to implement or enforce
this Agreement, (b) if required to do so by any law, court,
or regulation, (c) to any Governmental Authority or
self-regulatory Entity having or asserting jurisdiction over it,
(d) if its attorneys advise it that it has a legal
obligation to do so or that failure to do so may result in it
incurring a liability to any other Entity, (e) to its
professional advisors and auditors or (f) as set forth in
Section 17.2.

17.2     Participant may
disclose the contents of this Agreement to any proposed
transferee, assignee, subparticipant or other Entity proposing
to enter into contractual relations with Participant in respect
of the Participation or any part of it. Notwithstanding the
foregoing, the Purchase Price may not be disclosed except to
Note Holders.

18.     Parties
Other Relationships

Each Party and any of its Affiliates may engage
in any kind of lawful business or relationship with Borrower,
any Obligor or any of their Affiliates without liability to the
other Party or any obligation to disclose such business or
relationship to the other Party.

19.     Entire
Agreement; Conflict

The Operative Documents constitute the entire
agreement of the Parties with respect to the respective subject
matters thereof and supersede all previous and contemporaneous
negotiations, promises, covenants, agreements, understandings
and representations on such subjects, all of which have become
merged and finally integrated into the Operative Documents.

20.     Counterparts;
Telecopies

The Operative Documents may be executed by
telecopy in multiple counterparts and all of such counterparts
taken together shall be deemed to constitute one and the same
instrument. Transmission by telecopier of an executed
counterpart of any Operative Document shall be deemed to
constitute due and sufficient delivery of such counterpart. Each
fully executed counterpart of any Operative Document shall be
deemed to be a duplicate original.

21.     Relationship
Between Seller and Participant

The relationship between Seller and Participant
shall be that of seller and buyer. This Agreement shall not be
construed to create a partnership or joint venture between the
Parties.

21



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22.     Severability

The illegality, invalidity, or unenforceability
of any provision of this Agreement under the law of any
jurisdiction shall not affect its legality, validity or
enforceability under the law of any other jurisdiction nor the
legality, validity or enforceability of any other provision.

23.     Governing
Law

THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT AND ANY CLAIM OR CONTROVERSY
DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY), INCLUDING
ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN
ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED AND
DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK (WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION THAT
WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER
JURISDICTION).

24.     Waiver of
Trial by Jury

THE PARTIES HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF
ANY CLAIM OR CAUSE OF ACTION, OR IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

25.     Jurisdiction

25.1     Each Party
irrevocably and unconditionally submits to and accepts the
non-exclusive jurisdiction of the courts of the State of
Delaware and the United States District Court for the District of
Delaware sitting in Wilmington, Delaware (a Delaware
Court) for any action, suit, or proceeding arising out
of or based upon this Agreement or any matter relating to it,
and waives any objection that it may have to the laying of venue
in any such court or that such court is an inconvenient forum or
does not have personal jurisdiction over it. The L.P. has
appointed Hollinger International Inc., 712 Fifth Avenue,
New York, New York 10019, Attention: Vice President, Corporate
Development, as its authorized agent (the Authorized
Agent) upon whom process may

22



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be served in any such action arising out of or
based on this Agreement or the transactions contemplated hereby
which may be instituted in any Delaware Court by any Party or by
any person who controls such Party, expressly consents to the
non-exclusive jurisdiction of any such court in respect of any
such action, and waives any other requirements of or objections
to personal jurisdiction with respect thereto. Such appointment
shall be irrevocable. The L.P. represents and warrants that the
Authorized Agent has agreed to act as such agent for service of
process and agrees to take any and all action, including the
filing of any and all documents and instruments, that may be
necessary to continue such appointment in full force and effect
as aforesaid. Service of process upon the Authorized Agent and
written notice of such service to the L.P. shall be deemed, in
every respect, effective service of process upon the L.P. To the
fullest extent of the law, the Parties agree that any action
brought in any Delaware Court shall be brought in a court
sitting in New Castle County, Delaware.

25.2     The Parties
irrevocably agree that, should either Party institute any legal
action or proceeding in any jurisdiction (whether for an
injunction, specific performance, damages or otherwise) in
relation to this Agreement, no immunity (to the extent that it
may at any time exist, whether on the grounds of sovereignty or
otherwise) from such action or proceeding shall be claimed by it
or on its behalf, any such immunity being hereby irrevocably
waived, and each Party irrevocably agrees that it and its assets
are, and shall be, subject to such legal action or proceeding in
respect of its obligations under this Agreement.

26.     Subrogation

To the extent that Participant enforces any claim
for indemnification or other claim or remedy against Seller
under this Agreement and receives payment or another remedy from
Seller in respect of such claim or remedy, the Parties agree
that to the extent permitted by law, the Credit Documents and
the Transfer Agreements, without the need for further action on
the part of either Party, Seller shall be subrogated to the
rights of Participant against any other Entity, including any
prior Holder, with respect to such claim or remedy to the extent
of such payment or other remedy.

27.     Elevation

At any time after the Elevation Date, at the
election of Participant, this Agreement shall be deemed to be an
agreement for the outright assignment to the extent of the
Participation of the Sellers Interest from Seller to
Participant (an Elevation), and the terms and
conditions hereof shall be construed accordingly, modified
mutatis mutandis and Seller shall use its best efforts to
cause Participant to become the Holder of the Subordinated
Debentures to the extent of its Participated Principal Amount.
The parties hereto understand that the Guarantee shall terminate
with respect to any Subordinated Debentures so Elevated under
the terms of such Guarantee.

23



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28.     Termination

This Agreement shall terminate upon the earlier
of (i) when Participant shall have become the Holder of the
Subordinated Debentures to the extent of its Participated
Principal Amount, and (ii) Seller shall have received all
Distributions and shall have distributed the same to
Participant. Notwithstanding the foregoing, Sections 8, 9
and 11 of this Agreement shall survive as long as the Trust
Agreement is in effect. Notwithstanding the foregoing, this
Agreement shall terminate if the purchase, sale and delivery of
the Notes is not consummated in accordance with Section 3
of the Purchase Agreement and the Original Agreement shall
continue and remain in full force and effect without being
amended.

29.     Interpretation

29.1     This Agreement
includes the Schedules and any documents attached as exhibits to
this Agreement.

29.2     The Schedules
may supplement, change, or supersede other provisions of this
Agreement. If there is any inconsistency between the provisions
of the Schedules and the other provisions of this Agreement, the
Schedules will prevail.

29.3     Terms used in
the singular or the plural include the plural and the singular,
respectively; includes and including are
not limiting; and or is not exclusive.

29.4     Any reference
to a Party includes the Partys successors and permitted
assigns.

29.5     Unless
otherwise indicated, any reference to:



| |                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) this Agreement or any other agreement or
    document shall be construed as a reference to this Agreement or,
    as the case may be, such other agreement or document as the same
    may have been, or may at any time before the Effective Date be,
    in effect as modified, amended, or supplemented as of the
    Effective Date; and
|
| | (b) a statute, law, order, rule, or
    regulation shall be construed as a reference to such statute,
law, order, rule, or regulation as it may have been, or may at any
    time before the Effective Date be, in effect as modified,
    amended, or supplemented as of the Effective Date.                                                   

29.6     Section,
Schedule and other headings and captions are included solely for
convenience of reference and are not intended to affect the
interpretation of any provisions of this Agreement.

29.7     This Agreement
shall be deemed to have been jointly drafted and no provision of
it shall be interpreted or construed for or against any Party
because such Party purportedly prepared or requested such
provision, any other provision or this Agreement as a whole.

24



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IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed and delivered as of the date first
above stated.



| |                                                                                                          |       
| | -------------------------------------------------------------------------------------------------------- | ------
| | HOLLINGER INTERNATIONAL INC.                                                                            
| |                                                                                                          |       
| | By:                                                                                                      |       
| |                                                                                                          |       
| |                                                                                                          | Name: 
| |                                                                                                          | Title:
|
| | HOLLINGER CANADIAN NEWSPAPERS,                                                                          
| | LIMITED PARTNERSHIP                                                                                     
|
| | By its general partner, Hollinger Canadian
    Newspapers G.P. Inc.                                     
|
| | By:                                                                                                      |       
| |                                                                                                          |       
| |                                                                                                          | Name: 
| |                                                                                                          | Title:
|
| | HOLLINGER PARTICIPATION TRUST                                                                           
|
| | By: First Union Trust Company, National
    Association, as Trustee of the Hollinger Participation Trust
|
| | By:                                                                                                      |       
| |                                                                                                          |       
| |                                                                                                          | Name: 
| |                                                                                                          | Title:



---



##### 



SCHEDULES

Schedule 1

Schedule 2

Schedule 3



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##### 



SCHEDULE 1 TO PARTICIPATION
AGREEMENT

Section 1 (Definitions)

Second Trade Date means
November 30, 2001.

Section 8 (Sellers Representations
and Warranties)

Section 8.1(f) and 8.1(t): The outstanding
principal amount of the Subordinated Debentures included in the
Sellers Interest is: CDN$539,980,000 as of August 24,
2001 and CDN$756,743,400 as of December 7, 2001.

The Schedule below accurately states (i) all
Distributions of PIK Debentures made or required to be made on
or before the Effective Date under the Trust Indenture or any
Credit Document, (ii) all repayments of principal and
(iii) all interest payments or other transfers received by
Seller (by set-off or otherwise) or directed to others from or on
account of Borrower or any Obligor in respect of the
Sellers Interest.

|                       |  |             |  |                           
|---------------------- |  | ----------- |  | --------------------------
|Payment/Reduction Date |  | Amount      |  | Description               
|                       |  |             |  |                           
|January 31, 2001       |  | $18,381,342 |  | PIK Debentures as interest
|July 31, 2001          |  | $27,718,479 |  | PIK Debentures as interest

Section 8.1(k) (Affiliate status; committee
membership):

1.     Hollinger holds,
directly and indirectly through affiliates,
2,700,000 Series 1 Preference Shares of CanWest which
entitles it to cast 50.0001% of the total votes attributed to
all shares of CanWest for purposes only of voting for the
election of two directors of CanWest and otherwise entitles
Hollinger to cast 19 votes per shares or approximately 5.8%
of the voting power of all shares of CanWest outstanding as of
December 7, 2000. Hollinger has entered into an agreement
to convert all such shares and to sell the underlying shares to
a third party;

2.     At the most
recent annual general meeting of CanWest shareholders held on
February 6, 2001 a Board of Directors comprised of eleven
members was elected including two individuals,
Messrs. Conrad M. Black and F. David Radler, designated by
Hollinger (the Hollinger Nominees), as well as
Mr. I.H. Asper and three of his children; and

3.     No CanWest
executive offices are held by the Hollinger Nominees nor are
they members of the Executive Committee of the CanWest Board of
Directors nor do they otherwise exercise any management
authority over CanWest other than pursuant to the terms of a
management services agreement dated November 15, 2000 made
between The Ravelston Corporation Limited





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##### 



and CanWest pursuant to which The Ravelston
Corporation Limited provides certain management services in
respect of newspaper properties owned by CanWest.

Section 13 (Notices)

Participants Address for Notices and
Delivery

Corporate Trust Administration

One Rodney Square, 1st Floor


920 King Street


Wilmington, DE 19801


|           |  |             
|---------- |  | ------------
|Attention: |  | Amy Martin  
|Telephone: |  | 302-888-1137
|Facsimile: |  | 302-888-7544

Participants Wire
Instructions:

|         |  |                                      
|-------- |  | -------------------------------------
|Bank:    |  | First Union National Bank of Delaware
|ABA No.: |  | 031100869                            

F/F/C First Union Trust Company, National
Association


DDA# 5000000016439


Branch #3236


Attn: Corporate Trust Administration


Re: Hollinger Participation Trust


NCS # 65900033831


Sellers Address for Notices and
Delivery

Hollinger International Inc.

18th Floor


712 Fifth Avenue


New York, New York 10019


U.S.A.


|           |  |                
|---------- |  | ---------------
|Attention: |  | Shannon Manning
|Telephone: |  | 212-586-5666   
|Facsimile: |  | 212-586-0010   

28



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With a copy to:


Peter Y. Atkinson

Executive Vice-President and General Counsel


Hollinger Inc.


10 Toronto Street


Toronto, Ontario M5C 2B7


Canada


Hollinger Canadian Newspapers, Limited Partnership

10 Toronto Street


Toronto, Ontario M5C 2B7


Canada


|           |  |                
|---------- |  | ---------------
|Attention: |  | General Counsel
|Telephone: |  | 416-363-8721   
|Facsimile: |  | 416-363-0445   

Sellers Wire Instructions:

|               |  |                             
|-------------- |  | ----------------------------
|Bank:          |  | Bank One                    
|Bank Location: |  | Chicago, Illinois           
|SWIFT:         |  | FNBCUS44                    
|ASA No.:       |  | 071000013                   
|Account Name:  |  | Hollinger International Inc.
|Account No.:   |  | 55-57666                    

29



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##### 



SCHEDULE 2 TO PARTICIPATION
AGREEMENT

1. List of Transfer Agreements provided to
Participant:

a. Transaction Agreement dated
July 30, 2000 between Seller, Southam Inc., Hollinger
Canadian Newspapers, Limited Partnership, HCN Publications
Company and CanWest Global Communications Corp. as amended by an
agreement dated November 15, 2000 among such parties;

b. Securities Purchase Agreement dated
November 15, 2000 between Seller and Southam Inc.

2. List of Credit Documents provided to
Participant:

a. Indenture dated as of
November 15, 2000 between 3815668 Canada Inc., as Issuer,
and The Bank of Nova Scotia Trust Company of New York, as
Trustee;

b. Fixed Rate Subordinated Debenture due
November 15, 2010 No. 1 in the principal amount of
CDN$526,985,935 and No. 2 in the principal amount of
CDN$239,860,781;

c. Fixed Rate Subordinated Debentures
Guarantee dated as of November 15, 2000 made by CanWest
Global Communications Corp. to and in favour of The Bank of Nova
Scotia Trust Company of New York, as trustee for the benefit of
and on behalf of the Initial Purchases (as defined in the Trust
Indenture).

3. List of waivers, supplements,
forbearances and amendments to the Trust Indenture:

None.



---



##### 



SCHEDULE 3 TO PARTICIPATION
AGREEMENT



---



##### 



December 7, 2001

Credit Suisse First Boston Corporation

Eleven Madison Avenue


New York, New York 10010-3629


U.S.A.


Hollinger Participation Trust and

First Union Trust Company, National Association,
as trustee


Dear Sirs/Mesdames:

1.     SCOPE OF
OPINION

Introduction

1.1. We have acted as Ontario and New York
counsel to Hollinger International Inc. (Hollinger
International) and Hollinger Canadian Newspapers,
Limited Partnership (Hollinger L.P.,
and, together with Hollinger International,
Hollinger) in connection with the transaction
contemplated by the purchase agreement (the Purchase
Agreement) dated November 30, 2001 between
Hollinger and Hollinger Participation Trust (the
Trust) and Credit Suisse First Boston
Corporation (the Purchaser) in respect of:



| |                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.1.1. the sale by Hollinger to the Trust of
    a participation interest in 12.125% Fixed Rate Subordinated
    Debentures due November 15, 2010 of 3815668
    Canada Inc. pursuant to an amended and restated
    participation agreement (the Participation
    Agreement) dated November 30, 2001; and
|
| | 1.1.2. the issue and sale by the Trust today
    of US$140,500,000 principal amount of its 12-1/8% Senior Notes
    due 2010 (the Offered Notes) at a purchase
    price of 83% of the principal amount,                                                                                                   

(collectively, the Notes
Transaction).

1.2. We also acted for Hollinger in
connection with the transactions contemplated by the CanWest
Transaction Agreements (as defined below):



---



##### 



1.3     This opinion is
given to you pursuant to section 6(b) of the Purchase
Agreement. Capitalized terms used but not defined in this
opinion have the respective meanings given to those terms in the
Purchase Agreement, or, if not defined in that agreement, the
Participation Agreement.

Examination
of Documents

1.4     We have
participated in the preparation of and, where applicable, have
examined an executed copy of each of the following:



| |                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.4.1.     the Purchase Agreement;                                                                                                                                                                                                                                                                                                                                                                     
|
| | 1.4.2.     the Participation Agreement;                                                                                                                                                                                                                                                                                                                                                                
|
| | 1.4.3.     the Transaction Agreement dated
    July 30, 2000 between Hollinger International, XSTM
    Holdings (2000) Inc. (formerly called Southam Inc.,
    XSTM), Hollinger L.P., HCN Publications
    Company and CanWest Global Communications Corp.
    (CanWest), as amended by an agreement dated
    November 15, 2000 among those parties (as amended, the
    Transaction Agreement);
|
| | 1.4.4.     the Securities Purchase Agreement
    dated November 15, 2000 between Hollinger International and
    XSTM;                                                                                                                                                                                                                                                                                 
|
| | 1.4.5.     the Indenture dated as of
    November 15, 2000 between 3815668 Canada Inc., as Issuer,
    and The Bank of Nova Scotia Trust Company of New York, as
    Trustee, under which the Underlying Debentures were issued (the
    Debenture Trust Indenture);                                                                                                                                 
|
| | 1.4.6.     the Fixed Rate
Subordinated Debentures
    due November 15, 2010 Nos. 1, 2, PIK 1,
    PIK 2, PIK 3 and PIK 4;                                                                                                                                                                                                                                                                              
|
| | 1.4.7.     the Fixed Rate Subordinated
    Debentures Guarantee dated as of November 15, 2000 made by
    CanWest to and in favour of The Bank of Nova Scotia Trust
    Company of New York, as trustee for the benefit of and on behalf
    of the Initial Purchasers (as defined in the Debenture Trust
    Indenture) (the Guarantee);                                                            
|
| | 1.4.8.     the amended and restated trust
    agreement of the Trust dated August 24, 2001 (the
    Amended Trust Agreement) and the supplemental
    trust agreement of the Trust dated December 7, 2001 (the
    Amended Trust Agreement, as amended by the supplemental trust
    agreement, is referred to as the Trust
    Agreement);                                                        
|
| | 1.4.9.     the (final) Confidential Offering
    Circular dated November 30, 2001 in respect of up to
    US$140,500,000 of Offered Notes (the Offering
    Circular);                                                                                                                                                                                                                               
|
| | 1.4.10.   a letter agreement between Hollinger
    and CanWest dated August 23, 2001 (the CanWest
    Letter Agreement); and                                                                                                                                                                                                                                                                         

2



---



##### 





| |                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------
| | 1.4.11.    a right of first refusal notice sent
    by Hollinger International to CanWest dated October 1, 2001.

The agreements noted above in sections 1.4.1
through 1.4.8 inclusive are collectively referred to as the
Agreements. The agreements noted in
sections 1.4.3 through 1.4.7 inclusive are collectively
referred to as the CanWest Transaction
Agreements. The agreements noted in
sections 1.4.1, 1.4.2 and 1.4.8 are collectively referred
to as the Notes Transaction Agreements.

1.5.     We have also made those investigations
and examined originals or copies, certified or otherwise
identified to our satisfaction, of those certificates of public
officials and of those other certificates, documents and records as
we considered necessary or relevant for purposes of the opinions
expressed below, including:



| |                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.5.1     the certificate of incorporation and
    by-laws of Hollinger International;                                                                                                                                                                                                                                                                                                                           
|
| | 1.5.2     the articles of incorporation and
    by-laws of Hollinger Canadian Newspapers G.P.
    Inc. (Hollinger G.P.);                                                                                                                                                                                                                                                                                       
|
| | 1.5.3     declaration of limited partnership
    filed on behalf of Hollinger L.P. on April 14, 1999 under
    the Limited Partnerships Act (Ontario);                                                                                                                                                                                                                                                           
|
| | 1.5.4     the limited partnership agreement of
    Hollinger L.P. dated as of April 28, 1999 (the
    Partnership Agreement);                                                                                                                                                                                                                                                                                  
|
| | 1.5.5     resolutions of the board of directors
    of Hollinger International authorizing the transactions
    contemplated by the CanWest Transaction Agreements and
    resolutions of the executive committee of the board of directors
    of Hollinger International and of the board of directors of
    Hollinger G.P. authorizing the transactions contemplated by the
    Notes Transaction Agreements;
|
| | 1.5.6     a certificate of good standing issued
    by the Delaware Secretary of State in respect of Hollinger
    International, a certificate of status issued in respect of
    Hollinger G.P. and a limited partnerships report issued in
    respect of Hollinger L.P.;                                                                                                                                     
|
| | 1.5.7     a certificate
of a senior officer of
    Hollinger International and Hollinger G.P. with respect to
    certain factual matters, a copy of which has been delivered to
    the Purchaser;                                                                                                                                                                                                              
|
| | 1.5.8     the articles of CanWest filed with
    Industry Canada;                                                                                                                                                                                                                                                                                                                                                
|
| | 1.5.9     the management proxy circular of
    CanWest dated December 19, 2000;                                                                                                                                                                                                                                                                                                                                  
|
| | 1.5.10    the Annual Report of CanWest for
    2000; and                                                                                                                                                                                                                                                                                                                                                         
|
| | 1.5.11    all material change reports and
    interim financial reports filed by, or in respect of, CanWest
    with Ontario Securities Commission since September 1, 2000
    and made                                                                                                                                                                                                                          

3



---



##### 



| |                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | available on the SEDAR web site as of the date
of this opinion and all insider reports filed in respect of
CanWest with the Ontario Securities Commission since
September 1, 2000 and publicly available as of the date of
this opinion.

Assumptions

1.6.     We have made the following assumptions:



| |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.6.1. with respect to all documents
    examined by us, the genuineness of all signatures, the legal
    capacity of individuals signing any documents, the authenticity
    of all documents submitted to us as originals and the conformity
    to authentic original documents of all documents submitted to us
    as certified, conformed, telecopied or photocopied copies;                                   
|
| | 1.6.2. the certificates of good standing and
    status referred to in section 1.5.6 continue to be accurate
    as of the date of this opinion as if issued on that date;                                                                                                                                                                                                                                           
|
| | 1.6.3. each of the parties to each of the
    Agreements (other than Hollinger) is existing under the laws of
    its jurisdiction of incorporation or formation, has the
    corporate or other power and capacity to enter into, and to
    perform its obligations under, each Agreement to which it is a
    party and has duly authorized, executed and delivered each
    Agreement to which it is a party; and
|
| | 1.6.4. the Offered Notes have been and will
    be offered and sold in accordance with the procedures,
    undertakings, agreements and representations set out in the
    Purchase Agreement, the Offering Circular and the U.S.
    Purchasers Letters contemplated therein.                                                                                                                                      

Laws
Addressed

1.7.     This opinion is
limited to the laws of the Province of Ontario and the federal
laws of Canada applicable therein, the laws of the State of New
York, the federal laws of the United States of America and the
General Corporation Law of the State of Delaware, as applicable.

2.     OPINIONS

Based upon and subject to the foregoing, and to
the qualifications expressed below, we are of the opinion that:

Corporate
Opinions

2.1.     Hollinger
International is a corporation validly existing and in good
standing under the laws of the State of Delaware. Hollinger G.P.
is a corporation validly existing under the laws of the Province
of Ontario.

4



---



##### 



2.2.     Hollinger L.P.
has been formed and is existing as a limited partnership under
the Limited Partnerships Act (Ontario).

2.3.     Hollinger
International has the corporate power and capacity to carry on
its business as presently conducted, to own its properties and
assets, and to execute, deliver and perform its obligations
under the Agreements to which it is a party. Hollinger G.P.
has the corporate power and capacity to carry on the business of
Hollinger L.P. as presently conducted, to own its
properties and assets on behalf of Hollinger L.P. and to
execute, deliver and perform the obligations of
Hollinger L.P. under the Agreements to which
Hollinger L.P. is a party.

2.4.     Hollinger
International has taken all necessary corporate action to
authorize the execution, delivery and performance by it of the
Agreements to which it is a party and has duly executed and
delivered those Agreements. Hollinger G.P. has taken all
necessary corporate action, and Hollinger G.P. and
Hollinger L.P. limited partners have taken all necessary
action in accordance with the Partnership Agreement, to
authorize the execution, delivery and performance by
Hollinger G.P. on behalf of Hollinger L.P. of the
Agreements to which Hollinger L.P. is a party, and
Hollinger G.P. has duly executed and delivered on behalf of
Hollinger L.P. the Agreements to which Hollinger L.P.
is a party.

Non-Contravention
and No Breach Opinions

2.5.     The execution,
delivery and performance by each of Hollinger International and
Hollinger G.P. on behalf of Hollinger L.P. of the
Agreements to which it is a party and the issuance and sale of
the Offered Notes and compliance with the terms and provisions
thereof did not or do not, as the case may be, contravene,
result in a breach or violation of any of the terms or
provisions of, or constitute a default under:



| |                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2.5.1. the certificate of incorporation or
    by-laws of Hollinger International, the articles of
    incorporation or by-laws of Hollinger G.P. or the
    Partnership Agreement;                                                                                                                   
|
| | 2.5.2. any statute, law, writ, order, rule
    or regulation of any Governmental Authority to which Hollinger
    or its subsidiaries is subject and which may affect the
    legality, validity or enforceability of the Agreements;                                                                 
|
| | 2.5.3. to our knowledge, any judgment,
    injunction, decree or determination applicable to Hollinger or
    its subsidiaries; or                                                                                                                                                                    
|
| | 2.5.4. to our knowledge, any contract,
    agreement, mortgage, loan agreement, note, lease or other
    instrument by which Hollinger or its subsidiaries is bound or to
    which any of its assets are subject and which may affect the
    legality, validity or enforceability of the Agreements.

5



---



##### 



2.6.     The execution,
delivery and performance by each of Hollinger International and
Hollinger G.P. on behalf of Hollinger L.P. of the
Notes Transaction Agreements:



| |                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2.6.1. do not contravene, result in a breach
    or violation of any of the terms or provisions of, or constitute
    a default under the CanWest Transaction Agreements including,
    without limitation, the Debenture Trust Indenture and
    section 2.08 thereof and the Transaction Agreement and
    section 9.19 thereof or the CanWest Letter Agreement;
|
| | 2.6.2. except in respect of a Participation
    Interest upon an Elevation, will not result in any loss or
    diminishment of any rights or benefits under the Guarantee
    available to Hollinger prior to Hollingers execution and
    delivery of the Notes Transaction Agreements and the performance
    of its obligations under those agreements; and   
|
| | 2.6.3. do not, as of the date of this
    opinion letter, result in a recalculation of the Interest
    Rate (as defined in the Debenture Trust Indenture) pursuant to
    section 2.06(d) of the Debenture Trust Indenture.                                                                                                                                      

Regulatory
Approval Opinions

2.7. No authorization, consent, permit or
approval of, or other action by, or filing with or notice to,
any governmental agency or authority, regulatory body, court,
tribunal or other similar entity having jurisdiction was
required in connection with the execution, delivery and
performance by Hollinger of the CanWest Transaction Agreements
except as may have been made or obtained under the
Competition Act (Canada) in respect of the Transaction
Agreement and any consent required in connection with the
assignment of a Contract (as defined in the Transaction
Agreement).

2.8. No authorization, consent, permit or
approval of, or other action by, or filing with or notice to,
any governmental agency or authority, regulatory body, court,
tribunal or other similar entity having jurisdiction is required
in connection with the execution, delivery and performance by
each of Hollinger International and Hollinger G.P. on
behalf of Hollinger L.P. of the Notes Transaction
Agreements except for filings required to be made under
applicable United States federal and state securities laws on
and after the date of this opinion.

Enforceability
Opinion

2.9. Each of the Agreements (other than the
Trust Agreements) to which either of Hollinger or the Trust is a
party constitutes a legal, valid and binding obligation of that
party, enforceable against that party in accordance with its
terms.

Securities
Opinions

2.10. Based in part upon the representations
and warranties made in the U.S. Purchasers Letters
and by the Purchaser in the Purchase Agreement, no registration
of the Offered Notes under the United States Securities Act of
1933, as amended, is required in connection with the offer, sale
and delivery of the Offered Notes by the Trust to the Purchaser
or the initial resales of the Offered Notes by

6



---



##### 



the Purchaser, all in accordance with the Notes
Transaction Agreements, the Offering Circular and the U.S.
Purchasers Letters.

2.11     No
qualification of the Trust Agreement under the United States
Trust Indenture Act of 1939, as amended, is required.

2.12     Each of the
Trust and Hollinger is not, and after giving effect to the offer
and sale of the Offered Notes and the application of the
proceeds thereof as descried in the Offering Circular will not
be, an investment company as defined in the United
States Investment Company Act of 1940, as amended.

2.13     Hollinger does
not have any contractual right to exercise control or direction
over CanWest pursuant to the CanWest Transaction Agreements or,
to our knowledge, under any other agreement or arrangement, and,
accordingly, Hollinger is not an affiliate (as that
term is defined in Rule 405 under the United States
Securities Act of 1933, as amended) of CanWest or any of its
subsidiaries, including 3815668 Canada Inc.

Tax
Opinion

2.14     For the purpose
of the United States Internal Revenue Code of 1986, as amended,
the Trust is not, and will not be following the completion of
the Notes Transaction, taxable as a corporation.

Pending
Litigation Opinion

2.15     We have not
been retained to represent Hollinger or its subsidiaries in
respect of any:



| |                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------
| | 2.15.1. court, administrative, regulatory or
    similar proceeding (whether civil, quasi-criminal or criminal),
|
| | 2.15.2. arbitration or other dispute
    settlement procedure, or                                               
|
| | 2.15.3. investigation or inquiry by any
    governmental, administrative, regulatory or other similar body,     

that, if determined adversely to Hollinger, would
prohibit either of Hollinger International or Hollinger G.P. on
behalf of Hollinger L.P. from executing, delivering or
performing any of its obligations under the Agreements to which
it is a party.

Submission to
Jurisdiction

2.16     In an action on
a final and conclusive judgment in personam of any federal or
state court that is not impeachable as void or voidable under
New York or Delaware law, an Ontario court would give effect to
the appointment by Hollinger L.P. of Hollinger International as
its agent to receive service of process in the United States of
America under the Notes Transaction Agreements and to the
provisions in the Notes Transaction Agreements whereby Hollinger
L.P. submits to the non-exclusive

7



---



##### 



jurisdiction of the courts of Delaware, in the
case of the Participation Agreement and Trust Agreement, and the
courts of New York, in the case of the Purchase Agreement.

Choice of
Law

2.17.     In the event
that any Notes Transaction Agreement is sought to be enforced in
any action or proceeding in Ontario in accordance with the laws
applicable to the Notes Transaction Agreement as chosen by the
parties, namely the laws of the State of New York in the case of
the Purchase Agreement and Participation Agreement and the laws
of the State of Delaware in the case of the Trust Agreement
(respectively, the Governing Law
Jurisdiction):



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2.17.1. the courts of Ontario would
    recognize that choice of laws if that choice is bona fide
    (in the sense that it was not made with a view to avoiding the
    consequences of the laws of any other jurisdiction) and that
    choice is not otherwise contrary to public policy, as that term
    is applied by an Ontario court, and                                                                                                                                                                                                                               
|
| | 2.17.2. if that choice of laws is valid, the
    courts of Ontario would apply the laws of the applicable
    Governing Law Jurisdiction to all issues that are to be
    determined by those laws under Ontario conflict of laws rules in
    that action or proceeding upon appropriate evidence as to those
    laws being adduced; however, in matters of procedure, the laws
    of the Province of Ontario will be applied, and an Ontario court
    will not apply any laws of the applicable Governing Law
    Jurisdiction which are contrary to Ontario public policy.

In addition, an Ontario court has an inherent
power to decline to hear an action or proceeding if it is
contrary to Ontario public policy for it to do so, or if that
court is not the proper forum to hear that action or proceeding,
or if concurrent proceedings are being brought elsewhere.

Offering
Circular Contents

2.18.     We have
participated in the preparation of the Offering Circular and in
conferences with officers and other representatives of
Hollinger, representatives of the Purchaser and United States
counsel for the Purchaser, at which the contents of the Offering
Circular and related matters were discussed and, although we
have not independently verified or checked or undertaken to do
so, and are not passing upon and do not assume any
responsibility for the accuracy, completeness or fairness of the
statements contained in the Offering Circular except as set out
in sections 2.19 and 2.20 and subject to the qualifications
in respect to those sections set out below, on the basis of the
foregoing, no facts have come to our attention that cause us to
believe that the Offering Circular, as of its date and as of the
date of this opinion letter, (i) does not accurately
describe the Notes Transaction and (ii) contained or
contains an untrue statement of a material fact regarding the
Notes Transaction or omitted or omits to state a material fact
regarding the Notes Transaction required to be stated in the
Offering Circular or necessary to make the statements therein,
in light of the circumstances under which they were made, not
misleading.

8



---



##### 



2.19.     The
descriptions in the Offering Circular of contracts and other
documents are accurate in all material respects.

2.20.     The disclosure
contained in the Offering Circular under the heading
Certain Income Tax Considerations is a fair summary
in all material respects of the applicable United States and
Canadian federal income tax consequences of an investment in the
Offered Notes. The descriptions in the Offering Circular of
statutes (other than the disclosure contained under the heading
Certain Income Tax Considerations), is, to the
extent it discusses matters of law in the United States and
Canada, a fair summary of that law in all material respects.

3.     QUALIFICATIONS

The foregoing opinions are subject to the
following qualifications:

3.1.     The
enforceability of each of the Agreements to which Hollinger or
the Trust is a party is subject to bankruptcy, insolvency,
reorganization, arrangement, winding-up, moratorium and other
similar laws of general application affecting the enforcement of
creditors rights generally.

3.2.     The
enforceability of each of the Agreements to which Hollinger or
the Trust is a party is subject to general equitable principles,
including the fact that the availability of equitable remedies,
such as injunctive relief and specific performance, is in the
discretion of a court.

3.3.     The opinion on
section 2.9 insofar as it relates to the Transaction
Agreement is subject to the provisions of the Bulk Sales Act(Ontario) which state that if the terms of that Act have not
been complied with, an action or proceeding may be brought or
taken by a creditor or by the trustee in bankruptcy of a vendor
to have the sale set aside or declared void, in which event the
purchaser may be personally liable to account to the creditors
of the vendor.

3.4.     We express no
opinion as to the enforceability of any provision of any
Agreement which states that amendments or waivers of or with
respect to that Agreement that are not in writing will not be
effective.

3.5.     Provisions
contained in an Agreement which purport to sever from that
Agreement any provision which is prohibited or unenforceable
under applicable law without affecting the enforceability or
validity of the remainder of that Agreement may be enforced only
in the discretion of a court.

3.6.     We express no
opinion as to the enforceability of any provision of an
Agreement which requires Hollinger or the Trust to pay, or to
indemnify another party for, the costs and expenses of that
other party in connection with judicial proceedings, since those
provisions may derogate from a courts discretion to
determine by whom and to what extent those costs should be paid.

3.7.     The
enforceability of the indemnity and contribution provisions
contained in the Purchase Agreement may be limited by applicable
law or principles of public policy.

9



---



##### 



3.8.     We express no
opinion as to the enforceability of paragraph (2) of the
second sentence of section 11.1 of the Participation
Agreement, which may be characterized by a court as an
unenforceable penalty and not as a genuine pre-estimate of
damage.

3.9.     We have relied
solely upon the certificate referred to in section 1.5.7
with respect to the accuracy of the factual matters contained in
that certificate. We have not performed any independent check or
verification of those factual matters.

3.10.     References in
section 2.5.3, 2.5.4, 2.13 and 3.11.5 to our
knowledge refer solely to the current, actual knowledge of
those of our lawyers who had involvement in the offer and sale
of the Offered Notes, the drafting and negotiation of the Notes
Transaction Agreements or the preparation of this opinion,
without independent investigations.

3.11.     Our opinion in
section 2.13 is based on our review of the documents set
out in sections 1.5.8 through 1.5.11, inclusive, and, in
particular, the following facts:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3.11.1. CanWest Communications Corporation
    holds 76,785,976 Multiple Voting Shares of CanWest which
    entitles it to exercise approximately 86.4% of the voting power
    attached to all shares of CanWest outstanding as of
    December 7, 2000;                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | 3.11.2. CanWest Communications Corporation
    is indirectly owned and controlled by Mr. I.H. Asper
    and trusts for the benefit of members of his family;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | 3.11.3. Hollinger International previously
    held, directly and indirectly through affiliates,
    2,700,000 Series 1 Preference Shares of CanWest which
    entitled it to cast 50.0001% of the total votes attributed to
    all shares of CanWest for purposes only of voting for the
    election of two directors of CanWest and otherwise entitled
    Hollinger International to cast 19 votes per share or
    approximately 5.8% of the voting power of all shares of CanWest
    outstanding as of December 7, 2000, all of which have been
    converted into Subordinate Voting Shares of CanWest which have
    been sold to a third party;
|
| | 3.11.4. at the most recent annual general
    meeting of CanWest shareholders held on February 6, 2001 a
    Board of Directors comprised of eleven members was elected
    including two individuals, Lord Black and
    Mr. F. David Radler, designated by Hollinger
    (theHollinger Nominees), as well as
    Mr. I.H. Asper and three of his children; and                                                                                                                                                                                                                                                                                        
|
| | 3.11.5. no CanWest executive offices are
    held by the Hollinger Nominees nor, to our knowledge, are they
    members of the Executive Committee of the CanWest Board of
    Directors or do they otherwise exercise any management authority
    over CanWest other than pursuant to the terms of a management
    services agreement dated November 15, 2000 made between The
    Ravelston Corporation Limited and CanWest pursuant to which The
    Ravelston Corporation Limited provides certain management
    services in respect of newspaper properties owned by CanWest.                                                                     

10



---



##### 



4.     RELIANCE

4.1 The information set out in this opinion
letter is as of the date of this opinion letter, and you should
infer no obligation on our part to advise you of changes,
material or otherwise, arising from matters subsequently brought
to our attention and you should infer no obligation on our part
to provide you with supplemental information as of a later date.

4.2 This opinion may be relied upon only by
the addresses for the purposes of the transaction contemplated by
this opinion. It may not be relied upon by any other person or
for any other purpose, nor may it be quoted in whole or in part
or otherwise referred to, without our prior written consent.



| |             
| | ------------
| | Yours truly,

11



---



##### 



IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed and delivered as of the date first
above stated.



| |                                                                                                          |                      
| | -------------------------------------------------------------------------------------------------------- | ---------------------
| | HOLLINGER INTERNATIONAL INC.                                                                            
| |                                                                                                          |                      
| | By:                                                                                                      | /s/ PETER Y. ATKINSON
| |                                                                                                          |                      
| |                                                                                                          | Name:                
| |                                                                                                          | Title:               
|
| | HOLLINGER CANADIAN NEWSPAPERS,                                                                          
| | LIMITED PARTNERSHIP                                                                                     
|
| | By its general partner, Hollinger Canadian
    Newspapers G.P. Inc.                                     
|
| | By:                                                                                                      | /s/ PETER Y. ATKINSON
| |                                                                                                          |                      
| |                                                                                                          | Name:                
| |                                                                                                          | Title:               
|
| | HOLLINGER PARTICIPATION TRUST                                                                           
|
| | By: First Union Trust Company, National
    Association, as Trustee of the Hollinger Participation Trust
|
| | By:                                                                                                      |                      
| |                                                                                                          |                      
| |                                                                                                          | Name:                
| |                                                                                                          | Title:               



---



##### 



IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed and delivered as of the date first
above stated.



| |                                                                                                          |                            
| | -------------------------------------------------------------------------------------------------------- | ---------------------------
| | HOLLINGER INTERNATIONAL INC.                                                                            
| |                                                                                                          |                            
| | By:                                                                                                      |                            
| |                                                                                                          |                            
| |                                                                                                          | Name:                      
| |                                                                                                          | Title:                     
|
| | HOLLINGER CANADIAN NEWSPAPERS,                                                                          
| | LIMITED PARTNERSHIP                                                                                     
|
| | By its general partner, Hollinger Canadian
    Newspapers G.P. Inc.                                     
|
| | By:                                                                                                      |                            
| |                                                                                                          |                            
| |                                                                                                          | Name:                      
| |                                                                                                          | Title:                     
|
| | HOLLINGER PARTICIPATION TRUST                                                                           
|
| | By: First Union Trust Company, National
    Association, as Trustee of the Hollinger Participation Trust
|
| | By:                                                                                                      | /s/ EDWARD L. TRUITT, JR.  
| |                                                                                                          |                            
| |                                                                                                          | Name: Edward L. Truitt, Jr.
| |                                                                                                          | Title:  Vice President