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Exhibit 10.22

EXECUTION COPY

Form of Fifth Amended and Restated Credit Agreement among
Hollinger International Publishing Inc., Telegraph Group Limited and
First DT Holdings Limited, Wachovia Bank, N.A., Toronto Dominion (Texas) Inc.,
General Electric Capital Corporation and Various Financial Institutions
and Other Persons dated as of December 23, 2002



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FIFTH AMENDED AND RESTATED CREDIT AGREEMENT



dated as of December 23, 2002


among

HOLLINGER INTERNATIONAL PUBLISHING INC.,
TELEGRAPH GROUP LIMITED, AND
FIRST DT HOLDINGS LIMITED,

as Borrowers,


WACHOVIA BANK, N.A.,

as Administrative Agent, Issuing Bank and Security Trustee,


TORONTO DOMINION (TEXAS), INC.,

as Syndication Agent,


GENERAL ELECTRIC CAPITAL CORPORATION,

as Documentation Agent,


and

VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS PARTY HERETO,
as Lenders



WACHOVIA SECURITIES, INC.,
as Sole Lead Arranger and Book Runner









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|                                                   |                                                                                 |  |  |  |  |  |  | 
|-------------------------------------------------- | ------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|                                                   | 11.2 All Credit Extensions                                                     
|SECTION 12 EVENTS OF DEFAULT AND THEIR EFFECT.    
|                                                   | 12.1 Events of Default.                                                        
|SECTION 13 THE ADMINISTRATIVE AGENT.              
|                                                   | 13.1 Authorization                                                             
|                                                   | 13.2 Indemnification                                                           
|                                                   | 13.3 Exculpation                                                               
|                                                   | 13.4 Credit Investigation                                                      
|                                                   | 13.5 Administrative Agent and Affiliates                                       
|                                                   | 13.6 Action on Instructions of the Lenders.                                    
|                                                   | 13.7 Funding Reliance                                                          
|                                                   | 13.8 Collateral Matters                                                        
|                                                   | 13.9 Resignation                                                               
|                                                   | 13.10 Assignment of Rights and Obligations of Original Administrative Agent    
|                                                   | 13.11 The Sole Lead Arranger, the Syndication Agent and the Documentation Agent
|SECTION 14 GUARANTY PROVISIONS                    
|                                                   | 14.2 Acceleration of Guaranty                                                  
|                                                   | 14.3 Guaranty Absolute, etc.                                                   
|                                                   | 14.4 Reinstatement, etc.                                                       
|                                                   | 14.5 Waiver, etc.                                                              
|                                                   | 14.6 Waiver of Subrogation and Contribution                                    
|                                                   | 14.7 Independent Credit Decision                                               
|SECTION 15 GENERAL                                
|                                                   | 15.1 Waiver; Remedies; Amendments                                              
|                                                   | 15.2 Confirmations                                                             
|                                                   | 15.3 Notices                                                                   
|                                                   | 15.4 Computations                                                              
|                                                   | 15.5 Regulations U and X                                                       
|                                                   | 15.6 Costs, Expenses and Taxes                                                 
|                                                   | 15.7 Subsidiary References                                                     
|                                                   | 15.8 Captions                                                                  
|                                                   | 15.9 Assignments; Reallocation                                                 
|SCHEDULE 1.1  COMMITMENTS AND PERCENTAGES        
|SCHEDULE 1.2  PRICING GRID                       
|SCHEDULE 6.2.3  SCHEDULED TERM A LOAN PAYMENTS   
|SCHEDULE 6.2.4  SCHEDULED TERM B LOAN PAYMENTS   
|SCHEDULE 15.3  ADDRESSES FOR NOTICES             
|Amended and Restated Trust Agreement              
|Supplemental Trust Agreement                      
|Amended and Restated Participation Agreement      
|Purchase Agreement dated December 16, 2002        
|Registration Rights Agreement                     
|The Indenture dated as of December 23, 2002       
|Fifth Amended and Restated Credit Agreement       
|Fourth Amended and Restated Company Pledge        
|Fourth Amended and Restated Guaranty              
|Amended and Restated Pledge Agreement             
|Intellectual Property Security Agreement          
|Third Amended and Restated Guaranty               
|Third Amended and Restated Security Agreement     
|U.K. Subsidiary Guarantee                         
|U.S. Pledge Agreement                             
|Significant Subsidiaries of Hollinger Internationa
|Consent of KPMG LLP                               
|Certification of Chief Executive Officer          
|Certification of Chief Financial Officer          



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TABLE OF CONTENTS

|          |      |                                                                                                    |                                                |  |    |    |  |      |  | 
|--------- | ---- | -------------------------------------------------------------------------------------------------- | ---------------------------------------------- |  | -- | -- |  | ---- |  | 
|          |      |                                                                                                    |                                                |  |    |    |  | Page
|          |      |                                                                                                    |                                                |  |    |    |  |     
|SECTION 1 |      | DEFINITIONS                                                                                        |                                                |  | 2  |   
|SECTION 2 |      | COMMITMENTS OF THE
LENDERS; TYPES OF LOANS; LETTERS OF CREDIT; BORROWING PROCEDURES; LOAN ACCOUNTS |                                                |  | 30 |   
|          | 2.1  |                                                                                                    | Commitments                                    |  |    | 30 | 
|          | 2.2  |                                                                                                    | Lenders Not Required To Make Credit Extensions |  |    | 31 | 
|          | 2.3  |                                                                                                    | Various Types of Loans                         |  |    | 31 | 
|          | 2.4  |                                                                                                    | Borrowing Procedures                           |  |    | 32 | 
|          | 2.5  |                                                                                                    | Procedures for Conversion of Type of Loan      |  |    | 32 | 
|          | 2.6  |                                                                                                    | Letter of Credit Procedures                    |  |    | 32 | 
|          | 2.7  |                                                                                                    | Participations in Letters of Credit            |  |    | 33 | 
|          | 2.8  |                                                                                                    | Reimbursement Obligations                      |  |    | 33 | 
|          | 2.9  |                                                                                                    | Limitation on the
Issuing Banks Obligations   |  |    | 33 | 
|          | 2.10 |                                                                                                    | Funding by Lenders to the Issuing Bank         |  |    | 34 | 
|          | 2.11 |                                                                                                    | Warranty                                       |  |    | 34 | 
|          | 2.12 |                                                                                                    | Conditions                                     |  |    | 34 | 
|          | 2.13 |                                                                                                    | Determination of Dollar Equivalents            |  |    | 34 | 
|          | 2.14 |                                                                                                    | Commitments Several                            |  |    | 35 | 
|          | 2.15 |                                                                                                    | Loan Accounts                                  |  |    | 35 | 
|          | 2.16 |                                                                                                    | Requesting Promissory Notes                    |  |    | 35 | 
|SECTION 3 |      | INCREMENTAL FACILITY                                                                               |                                                |  | 35 |   
|          | 3.1  |                                                                                                    | Incremental Facility                           |  |    | 35 | 
|          | 3.2  |                                                                                                    | Request for Incremental Facility               |  |    | 35 | 
|          | 3.3  |                                                                                                    | Documentation of Incremental Facility          |  |    | 36 | 
|SECTION 4 |      | INTERLENDER AGREEMENTS                                                                             |                                                |  | 36 |   
|          | 4.1  |                                                                                                    | Allocation of Payments Prior to Acceleration   |  |    | 36 | 
|          | 4.2  |                                                                                                    | Allocation of Payments After Acceleration      |  |    | 36 | 
|          | 4.3  |                                                                                                    | Distribution of Collateral Proceeds            |  |    | 37 | 
|          | 4.4  |                                                                                                    | No Effect on Obligors                          |  |    | 38 | 
|SECTION 5 |      | INTEREST AND FEES                                                                                  |                                                |  | 38 |   
|          | 5.1  |                                                                                                    | Interest Rates                                 |  |    | 38 | 
|          | 5.2  |                                                                                                    | Interest Payment Dates                         |  |    | 39 | 
|          | 5.3  |                                                                                                    | Interest Periods                               |  |    | 39 | 
|          | 5.4  |                                                                                                    | Setting and Notice of Eurocurrency Rates       |  |    | 39 | 
|          | 5.5  |                                                                                                    | Computation of Interest                        |  |    | 40 | 
|          | 5.6  |                                                                                                    | Commitment Fee                                 |  |    | 40 | 
|          | 5.7  |                                                                                                    | Letter of Credit Fees                          |  |    | 40 | 
|          | 5.8  |                                                                                                    | Additional Fees                                |  |    | 40 | 
|SECTION 6 |      | REDUCTION OR TERMINATION OF THE COMMITMENTS; REPAYMENTS                                            |                                                |  | 40 |   



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|           |      |                                                            |                                                              |  |    |    |  |      |  | 
|---------- | ---- | ---------------------------------------------------------- | ------------------------------------------------------------ |  | -- | -- |  | ---- |  | 
|           |      |                                                            |                                                              |  |    |    |  | Page
|           |      |                                                            |                                                              |  |    |    |  |     
|           | 6.1  |                                                            | Reduction or Termination of the Commitments                  |  |    | 40 | 
|           | 6.2  |                                                            | Prepayments                                                  |  |    | 42 | 
|SECTION 7  |      | MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES            |                                                              |  | 49 |   
|           | 7.1  |                                                            | Making of Payments                                           |  |    | 49 | 
|           | 7.2  |                                                            | Application of Certain Payments                              |  |    | 49 | 
|           | 7.3  |                                                            | Due Date Extension                                           |  |    | 49 | 
|           | 7.4  |                                                            | Setoff                                                       |  |    | 50 | 
|           | 7.5  |                                                            | Proration of Payments                                        |  |    | 50 | 
|           | 7.6  |                                                            | Tax Matters                                                  |  |    | 50 | 
|SECTION 8  |      | INCREASED COSTS; SPECIAL PROVISIONS FOR EUROCURRENCY LOANS |                                                              |  | 52 |   
|           | 8.1  |                                                            | Increased Costs                                              |  |    | 52 | 
|           | 8.2  |                                                            | Basis for Determining Interest Rate Inadequate or Unfair     |  |    | 53 | 
|           | 8.3  |                                                            | Changes in Law Rendering Eurocurrency Loans Unlawful         |  |    | 54 | 
|           | 8.4  |                                                            | Funding Losses                                               |  |    | 54 | 
|           | 8.5  |                                                            | Right of Lenders to Fund through Other Offices               |  |    | 55 | 
|           | 8.6  |                                                            | Discretion of Lenders as to Manner of Funding                |  |    | 55 | 
|           | 8.7  |                                                            | Mitigation of Circumstances; Replacement of Affected Lenders |  |    | 55 | 
|           | 8.8  |                                                            | Conclusiveness of Statements; Survival of Provisions         |  |    | 55 | 
|SECTION 9  |      | WARRANTIES                                                 |                                                              |  | 56 |   
|           | 9.1  |                                                            | Organization, etc.                                           |  |    | 56 | 
|           | 9.2  |                                                            | Authorization; No Conflict; Compliance with Laws             |  |    | 56 | 
|           | 9.3  |                                                            | Validity and Binding Nature                                  |  |    | 56 | 
|           | 9.4  |                                                            | Financial Information                                        |  |    | 56 | 
|           | 9.5  |                                                            | No Material Adverse Change                                   |  |    | 57 | 
|           | 9.6  |                                                            | Litigation and Contingent Liabilities                        |  |    | 57 | 
|           | 9.7  |                                                            | Ownership of Properties; Liens                               |  |    | 57 | 
|           | 9.8  |                                                            | Subsidiaries                                                 |  |    | 57 | 
|           | 9.9  |                                                            | Pension, Welfare and Employee Benefit Plans                  |  |    | 57 | 
|           | 9.10 |                                                            | Investment Company Act                                       |  |    | 58 | 
|           | 9.11 |                                                            | Public Utility Holding Company Act                           |  |    | 58 | 
|           | 9.12 |                                                            | Regulations U and X                                          |  |    | 58 | 
|           | 9.13 |                                                            | Taxes                                                        |  |    | 58 | 
|           | 9.14 |                                                            | Solvency, etc.                                               |  |    | 58 | 
|           | 9.15 |                                                            | Insurance                                                    |  |    | 58 | 
|           | 9.16 |                                                            | Contracts; Labor Matters                                     |  |    | 59 | 
|           | 9.17 |                                                            | Environmental and Safety and Health Matters                  |  |    | 59 | 
|           | 9.18 |                                                            | Information                                                  |  |    | 60 | 
|           | 9.19 |                                                            | Permitted
Indebtedness, etc.                                 |  |    | 60 | 
|           | 9.20 |                                                            | Financial Assistance                                         |  |    | 60 | 
|           | 9.21 |                                                            | Intellectual Property                                        |  |    | 60 | 
|SECTION 10 |      | COVENANTS                                                  |                                                              |  | 60 |   
|           | 10.1 |                                                            | Reports, Certificates and Other Information                  |  |    | 61 | 



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|           |       |                                    |                                                                                          |  |    |    |  |      |  | 
|---------- | ----- | ---------------------------------- | ---------------------------------------------------------------------------------------- |  | -- | -- |  | ---- |  | 
|           |       |                                    |                                                                                          |  |    |    |  | Page
|           |       |                                    |                                                                                          |  |    |    |  |     
|           | 10.2  |                                    | Books, Records and Inspections                                                           |  |    | 62 | 
|           | 10.3  |                                    | Insurance                                                                                |  |    | 63 | 
|           | 10.4  |                                    | Compliance with Laws; Maintenance of Property; Payment of Taxes and Liabilities          |  |    | 63 | 
|           | 10.5  |                                    | Maintenance of
Existence, etc.                                                           |  |    | 63 | 
|           | 10.6  |                                    | Financial Covenants                                                                      |  |    | 63 | 
|           | 10.7  |                                    | Limitations on Debt                                                                      |  |    | 65 | 
|           | 10.8  |                                    | Liens                                                                                    |  |    | 66 | 
|           | 10.9  |                                    | Limitation on Restricted Payments                                                        |  |    | 67 | 
|           | 10.10 |                                    | Investments                                                                              |  |    | 70 | 
|           | 10.11 |                                    | Mergers, Consolidations, Sales, Acquisitions                                             |  |    | 71 | 
|           | 10.12 |                                    | Use of Proceeds                                                                          |  |    | 72 | 
|           | 10.13 |                                    | Transactions with Affiliates                                                             |  |    | 73 | 
|           | 10.14 |                                    | Employee Benefit Plans                                                                   |  |    | 73 | 
|           | 10.15 |                                    | Environmental Covenants                                                                  |  |    | 73 | 
|           | 10.16 |                                    | Unconditional Purchase Obligations                                                       |  |    | 74 | 
|           | 10.17 |                                    | Inconsistent Agreements                                                                  |  |    | 74 | 
|           | 10.18 |                                    | Further Assurances                                                                       |  |    | 74 | 
|           | 10.19 |                                    | Amendments to Certain Documents                                                          |  |    | 74 | 
|           | 10.20 |                                    | Conduct of Business                                                                      |  |    | 75 | 
|           | 10.21 |                                    | Limitations on Sale and Leaseback Transactions                                           |  |    | 75 | 
|           | 10.22 |                                    | Tax Allocation Agreement                                                                 |  |    | 75 | 
|           | 10.23 |                                    | Fiscal Year                                                                              |  |    | 75 | 
|           | 10.24 |                                    | Holding Company Status                                                                   |  |    | 75 | 
|           | 10.25 |                                    | Limitation on
Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries |  |    | 75 | 
|           | 10.26 |                                    | Designation and Ownership of Subsidiaries                                                |  |    | 76 | 
|           | 10.27 |                                    | New Restricted Subsidiaries, Investments and Acquisitions                                |  |    | 76 | 
|           | 10.28 |                                    | Operating Leases                                                                         |  |    | 76 | 
|SECTION 11 |       | CONDITIONS                         |                                                                                          |  | 76 |   
|           | 11.1  |                                    | Documentary Conditions to Amendment Effective Date                                       |  |    | 76 | 
|           | 11.2  |                                    | All Credit Extensions                                                                    |  |    | 79 | 
|SECTION 12 |       | EVENTS OF DEFAULT AND THEIR EFFECT |                                                                                          |  | 79 |   
|           | 12.1  |                                    | Events of Default                                                                        |  |    | 79 | 
|           | 12.2  |                                    | Effect of Event of Default                                                               |  |    | 82 | 
|SECTION 13 |       | THE ADMINISTRATIVE AGENT           |                                                                                          |  | 82 |   
|           | 13.1  |                                    | Authorization                                                                            |  |    | 82 | 
|           | 13.2  |                                    | Indemnification                                                                          |  |    | 82 | 
|           | 13.3  |                                    | Exculpation                                                                              |  |    | 83 | 
|           | 13.4  |                                    | Credit Investigation                                                                     |  |    | 83 | 
|           | 13.5  |                                    | Administrative Agent and Affiliates                                                      |  |    | 83 | 
|           | 13.6  |                                    | Action on Instructions of the Lenders                                                    |  |    | 83 | 
|           | 13.7  |                                    | Funding Reliance                                                                         |  |    | 83 | 
|           | 13.8  |                                    | Collateral Matters                                                                       |  |    | 84 | 
|           | 13.9  |                                    | Resignation                                                                              |  |    | 84 | 



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|           |       |                     |                                                                           |  |    |    |  |      |  | 
|---------- | ----- | ------------------- | ------------------------------------------------------------------------- |  | -- | -- |  | ---- |  | 
|           |       |                     |                                                                           |  |    |    |  | Page
|           |       |                     |                                                                           |  |    |    |  |     
|           | 13.10 |                     | Assignment of Rights and Obligations of Original Administrative Agent     |  |    | 84 | 
|           | 13.11 |                     | The Sole Lead Arranger, the Syndication Agent and the Documentation Agent |  |    | 85 | 
|SECTION 14 |       | GUARANTY PROVISIONS |                                                                           |  | 85 |   
|           | 14.1  |                     | Guaranty                                                                  |  |    | 85 | 
|           | 14.2  |                     | Acceleration of Guaranty                                                  |  |    | 86 | 
|           | 14.3  |                     | Guaranty Absolute,
etc.                                                   |  |    | 86 | 
|           | 14.4  |                     | Reinstatement, etc.                                                       |  |    | 88 | 
|           | 14.5  |                     | Waiver, etc.                                                              |  |    | 88 | 
|           | 14.6  |                     | Waiver of Subrogation and Contribution                                    |  |    | 88 | 
|           | 14.7  |                     | Independent Credit Decision                                               |  |    | 88 | 
|SECTION 15 |       | GENERAL             |                                                                           |  | 89 |   
|           | 15.1  |                     | Waiver; Remedies; Amendments                                              |  |    | 89 | 
|           | 15.2  |                     | Confirmations                                                             |  |    | 90 | 
|           | 15.3  |                     | Notices                                                                   |  |    | 90 | 
|           | 15.4  |                     | Computations                                                              |  |    | 90 | 
|           | 15.5  |                     | Regulations U and X                                                       |  |    | 90 | 
|           | 15.6  |                     | Costs, Expenses and Taxes                                                 |  |    | 91 | 
|           | 15.7  |                     | Subsidiary References                                                     |  |    | 91 | 
|           | 15.8  |                     | Captions                                                                  |  |    | 91 | 
|           | 15.9  |                     | Assignments; Reallocation                                                 |  |    | 91 | 
|           | 15.10 |                     | Participations                                                            |  |    | 93 | 
|           | 15.11 |                     | Governing Law                                                             |  |    | 94 | 
|           | 15.12 |                     | Counterparts/Facsimile                                                    |  |    | 94 | 
|           | 15.13 |                     | Successors and Assigns                                                    |  |    | 94 | 
|           | 15.14 |                     | Indemnification by the Borrowers                                          |  |    | 94 | 
|           | 15.15 |                     | Survival of Indemnities                                                   |  |    | 96 | 
|           | 15.16 |                     | Confidentiality                                                           |  |    | 96 | 
|           | 15.17 |                     | Forum Selection and Consent to Jurisdiction                               |  |    | 96 | 
|           | 15.18 |                     | American Legal Terms                                                      |  |    | 97 | 
|           | 15.19 |                     | Judgment Currency                                                         |  |    | 97 | 
|           | 15.20 |                     | Waiver of Jury Trial                                                      |  |    | 98 | 



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|               |  |                                                  |  |  |  |  |  |      |  | 
|-------------- |  | ------------------------------------------------ |  |  |  |  |  | ---- |  | 
|               |  |                                                  |  |  |  |  |  | Page
|               |  |                                                  |  |  |  |  |  |     
|EXHIBIT A      |  | INTENTIONALLY OMITTED                            |  |  |  | 
|EXHIBIT B-1    |  | Form of Company Security Agreement               |  |  |  | 
|EXHIBIT B-2    |  | Form of U.K. Security Agreement                  |  |  |  | 
|EXHIBIT C-1    |  | Form of Hollinger International Guaranty         |  |  |  | 
|EXHIBIT C-2    |  | Form of U.S. Subsidiary Guaranty                 |  |  |  | 
|EXHIBIT C-3    |  | Form of U.K. Subsidiary Guaranty                 |  |  |  | 
|EXHIBIT D-1    |  | Form of Hollinger International Pledge Agreement |  |  |  | 
|EXHIBIT D-2    |  | Form of Company Pledge Agreement                 |  |  |  | 
|EXHIBIT D-3    |  | Form of U.S. Pledge Agreement                    |  |  |  | 
|EXHIBIT E      |  | Form of Assignment Agreement                     |  |  |  | 
|EXHIBIT F      |  | Form of Subsidiary Subordination Agreement       |  |  |  | 
|EXHIBIT G-1    |  | Form of Notice of Borrowing                      |  |  |  | 
|EXHIBIT G-2    |  | Form of Notice of Conversion/Continuation        |  |  |  | 
|EXHIBIT H      |  | Form of Tax Allocation Agreement                 |  |  |  | 
|SCHEDULE 1.1   |  | Commitments and Percentages                      |  |  |  | 
|SCHEDULE 1.2   |  | Pricing Grid                                     |  |  |  | 
|SCHEDULE 6.2.3 |  | Scheduled Term A Loan Payments                   |  |  |  | 
|SCHEDULE 6.2.4 |  | Scheduled Term B Loan Payments                   |  |  |  | 
|SCHEDULE 9.5   |  | Recent Developments                              |  |  |  | 
|SCHEDULE 9.6   |  | Litigation and Contingent Liabilities            |  |  |  | 
|SCHEDULE 9.8   |  | Subsidiaries and other Affiliates                |  |  |  | 
|SCHEDULE 9.9   |  | Welfare Plans                                    |  |  |  | 
|SCHEDULE 9.15  |  | Insurance                                        |  |  |  | 
|SCHEDULE 9.16  |  | Contracts; Labor Matters                         |  |  |  | 
|SCHEDULE 9.17  |  | Environmental and Safety and Health Matters      |  |  |  | 
|SCHEDULE 10.7  |  | Debt                                             |  |  |  | 
|SCHEDULE 10.8  |  | Liens                                            |  |  |  | 
|SCHEDULE 10.10 |  | Investments                                      |  |  |  | 
|SCHEDULE 10.13 |  | Transactions with Affiliates                     |  |  |  | 
|SCHEDULE 15.3  |  | Addresses for Notices                            |  |  |  | 



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FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 23, 2002
(as amended, supplemented or otherwise modified from time to time, this
Agreement), is entered into among HOLLINGER INTERNATIONAL PUBLISHING INC., a
Delaware corporation (the Company), TELEGRAPH GROUP LIMITED, a limited
liability company incorporated under the laws of England and Wales
(Telegraph), FIRST DT HOLDINGS LIMITED, a limited liability company
incorporated under the laws of England and Wales (FDTH), the undersigned
financial institutions and other Persons, together with their respective
successors and assigns (collectively the Lenders and each a Lender),
WACHOVIA BANK, N.A. (Wachovia Bank), as administrative agent, issuing bank
and security trustee for the Lenders, and WACHOVIA SECURITIES, INC. (Wachovia
Securities), as sole lead arranger and book runner (in such capacity, the
Sole Lead Arranger), TORONTO DOMINION (TEXAS), INC., as Syndication Agent,
and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent.

RECITALS

WHEREAS, the Company, Telegraph, certain other subsidiaries of the Company,
Toronto-Dominion (Texas), Inc. as Administrative Agent (in such capacity, as
security trustee, or in any similar agency capacity specified in the Existing
Credit Agreement (as defined below) and the other loan documents related
thereto Original Administrative Agent), The Toronto-Dominion Bank as Issuing
Bank (in such capacity, the Original Issuing Bank) and the Original Lenders
(as defined below) entered into that certain Fourth Amended and Restated Credit
Agreement dated as of April 30, 1999 (as amended or modified and in effect
immediately prior to the Amendment Effective Date, the Existing Credit
Agreement), whereby certain lenders party thereto (the Original Lenders)
agreed to make certain credit extensions, including revolving loans, term loans
and the issuance of letters of credit;

WHEREAS, the Company has requested the Lenders to amend and restate the
Existing Credit Agreement on the terms and conditions set forth in this
Agreement, to set forth, among other things, the terms and conditions under
which the Lenders hereafter will make credit extensions to certain of the
Borrowers and to re-allocate all credit extensions from the Original Lenders to
the Lenders in accordance with the terms hereof; it being the intention of the
Borrowers, the Lenders and the Administrative Agent that this Agreement and the
Loan Documents executed in connection herewith shall not effect the novation of
the obligations of any Borrower under the Existing Credit Agreement but be
merely a restatement and, where applicable, an amendment of and substitution
for the terms governing such obligations hereafter;

WHEREAS, the Existing Credit Extensions outstanding immediately prior to the
Amendment Effective Date pursuant to the Existing Credit Agreement shall be
deemed to be issued and outstanding hereunder for all purposes hereof and of
the Loan Documents after giving effect to the Amendment Effective Date and
shall thereafter be governed by the terms and conditions of this Agreement; and

WHEREAS, the Credit Extensions are and shall be secured by the Collateral
Documents and are and shall be guaranteed pursuant to the Guaranties (in each
case as and to the extent set forth therein);

NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein contained, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged,





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the Existing Credit Agreement is hereby amended and restated in its entirety to
read, and the parties hereto hereby agree, in each case effective as of the
Amendment Effective Date, as follows:

SECTION 1 Definitions.

When used herein (including in the Preamble and the Recitals) the following
terms shall have the following meanings (such definitions to be applicable to
both the singular and plural forms of such terms):

Acquisition means (a) any acquisition or merger by the Company or any
Restricted Subsidiary of or with any other Person which owns or operates a
Newspaper Business, which acquisition or merger has been approved and
recommended in writing by the Board of Directors of the Person to be acquired
or, if such Board approval is not required or practicable, which merger or
acquisition otherwise has been made and consummated without any hostile or
antagonistic measures, which Person shall then become consolidated with the
Company or any such Restricted Subsidiary in accordance with GAAP, or (b) any
acquisition by the Company or any Restricted Subsidiary of the assets of any
Newspaper Business which acquisition has been approved and recommended in
writing by the Board of Directors of the business whose assets are being
acquired or, if such Board approval is not practicable, which acquisition
otherwise has been made and approved without any hostile or antagonistic
measures.

Acquisition Debt means any Debt of the Company or any Restricted
Subsidiary to any Person other than the Company or any Restricted Subsidiary
(a) at any time or from time to time incurred, created or assumed in connection
with any Acquisition or (b) existing at the time any Person (including an
Unrestricted Subsidiary) becomes a Restricted Subsidiary but excluding in case
of clauses (a) and (b) any Debt of the Borrowers to the Administrative Agent
and the Lenders, or any of them, under this Agreement or under any other Loan
Document.

Administrative Agent means Wachovia Bank in its capacity as administrative
agent and security trustee for the Lenders hereunder, any sub-agents which
Wachovia Bank may appoint from time to time under any Facility and any
successor thereto in such capacity.

Affected Lender means any Lender that has given notice to the Company
(which has not been rescinded) of (a) any obligation by an Obligor to pay any
amount pursuant to Section 7.6 or 8.1 or (b) the occurrence of any
circumstances of the nature described in Section 8.2 or 8.3.

Affected Loan  see Section 8.3.

Affiliate means, with respect to any specified Person, (a) any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person or (b) any other Person that
owns, directly or indirectly, 10% or more of such Persons equity ownership or
Voting Stock or any officer or director of any such Person or other Person or
with respect to any natural Person, any Person having a relationship with such
Person by blood, marriage or adoption not more remote than first cousin. For
the purposes of this definition, control when used with respect to any
specified Person means the power to direct the management and policies of such
Person directly or indirectly, whether through ownership of voting securities,
by contract or otherwise; and the terms controlling and controlled have
meanings correlative to the foregoing.

Agreement  see the Preamble.

Alternate Base Rate means, at any time, the greater of (a) the Federal
Funds Rate plus 0.50% and (b) the U.S. Base Rate.

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Alternate Currencies means with (a) respect to Loans, Sterling and Euros,
and (b) with respect to Letters of Credit, Sterling or Canadian Dollars.

Amendment Effective Date  see Section 11.1.

APHI means American Publishing Holdings Inc., a Delaware corporation.

Applicable Commitment Fee Rate means 0.500% per annum.

Applicable Margin means (a) with respect to Revolving Loans and Term A
Loans, (i) in the case of Eurocurrency Loans the applicable rate set forth
beneath Eurocurrency Rate on the Pricing Grid;
provided, however, that
regardless of the applicable rate set forth beneath Eurocurrency Rate on the
Pricing Grid, the Applicable Margin at any time prior to the six month
anniversary of the Amendment Effective Date will not be less than 3.00% and
(ii) in the case of Floating Rate Loans, the applicable rate set forth beneath
Base Rate on the Pricing Grid, provided,
however, that regardless of the
applicable rate set forth beneath Base Rate on the Pricing Grid, the
Applicable Margin at any time prior to the six month anniversary of the
Amendment Effective Date will not be less than 2.00%, (b) with respect to Term
B Loans, (i) in the case of Eurocurrency Loans, 3.50% and (ii) in the case of
Floating Rate Loans, 2.50%, as such rates may be adjusted pursuant to Section
3.1(f) and (c) with respect to Incremental Loans, (i) in the case of
Eurocurrency Loans, the applicable rate set forth beneath Eurocurrency Rate
on the Pricing Grid as amended by the applicable Supplement and (ii) in the
case of Floating Rate Loans, the applicable rate set forth beneath Base Rate
on the Pricing Grid as amended by the applicable Supplement. The Applicable
Margin shall change on the third Business Day after the date the Administrative
Agent receives a Compliance Certificate pursuant to Section 10.1.3 showing a
change in the Total Leverage Ratio.

Applicable Proceeds Amount means (a) in the case of Net Cash Proceeds of
Asset Sales, 100% of such Net Cash Proceeds, (b) in the case of Debt Proceeds,
100% of such Debt Proceeds and (c) in the case of Net Cash Proceeds of Casualty
Events, 100% of such Casualty Proceeds.

Asset Reduction Date  see Section 6.1.2.

Asset Sale means (a) any sale, lease, transfer or other disposition
(including by way of merger or consolidation or Asset Swap) by the Company or
any Restricted Subsidiary of any asset (including the sale of the Capital Stock
of any Restricted Subsidiary) outside the ordinary course of business to a
Person other than the Company or a Restricted Subsidiary Obligor, or (b) any
sale or assignment with or without recourse of accounts receivable of the
Company or any Restricted Subsidiary to a Person other than the Company or a
Restricted Subsidiary Obligor. For purposes of this definition, the term
Asset Sale shall not include any transfer of property and assets (i) having a
market value of less than $1,000,000 (it being understood that if the market
value of the properties or assets being transferred exceeds $1,000,000, the
entire value and not just the portion in excess of $1,000,000 shall be deemed
to have been the subject of an Asset Sale), (ii) which are obsolete (in the
case of equipment) to the Companys and such Restricted Subsidiaries
businesses, or (iii) which occurred prior to the Amendment Effective Date.

Asset Swap means the exchange of the assets of any Newspaper Business
owned by the Company or any Restricted Subsidiary (Traded Newspaper Assets)
as an entirety or substantially as an entirety for all or substantially all of
the assets of another Newspaper Business (Traded-For Newspaper Assets) owned
by the Person (or an Affiliate of the Person) to whom such Traded Newspaper
Assets shall be transferred in such exchange.

Assignment Agreement  see Section 15.9.1.

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Board of Directors means the board of directors or equivalent body of a
Person or any duly authorized committee of such board or body.

Borrower means each of the Company, Telegraph, FDTH and each Incremental
Borrower (referred to collectively as the Borrowers).

Business Day means any day on which commercial banks are open for
commercial banking business in Charlotte, North Carolina and New York, New York
and, in the case of a Business Day which relates to a Eurocurrency Loan, on
which dealings in Dollars and Alternate Currencies are carried on in the London
interbank market in London, England.

Canadian Dollar and Cdn$ mean the lawful currency of Canada.

Capital Expenditures means all expenditures which, in accordance with
GAAP, would be required to be capitalized and shown on the consolidated balance
sheet of the Company and its Restricted Subsidiaries, but excluding (a)
Investments permitted by Section 10.10 and (b) expenditures made in connection
with the replacement, substitution or restoration of assets to the extent
financed from Net Cash Proceeds of Casualty Events.

Capital Lease means, with respect to any Person, any lease of (or other
agreement conveying the right to use) any real or personal property by such
Person which, in conformity with GAAP, is accounted for as a capital lease on
the balance sheet of such Person.

Capital Stock of any Person means any and all shares, interests,
participations or other equivalents (however designated) of such Persons
equity interests.

Cash Equivalent Investment means, at any time:



| |                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) any Debt, maturing not more than one year after such time,
issued or guaranteed by the United States Government;                                                                                                                                                                                                                                  
|
| | (b) securities issued or fully guaranteed or insured by the
government of a country which is a member of the Organization for
Economic Cooperation and Development or any agency thereof having
maturities of six months or less from the date of acquisition;                                                                                        
|
| | (c) commercial paper, Euro-commercial paper and any other marketable
securities, in each case maturing not more than one year from the date of
issue, which is issued by a corporation (except an Affiliate) after the
relevant date of determination rated at least A-1 by Standard & Poors or
P-1 by Moodys, at the time of investment;           
|
| | (d) any certificate of deposit or bankers acceptance or
eurocurrency time deposit, maturing not more than one year after the date
of issue, which is issued by a financial institution authorized to issue
such investments whose short-term debt securities are rated at least A-1
by Standard & Poors or P-1 by Moodys at the time of investment;
|
| | (e) any repurchase agreement with a term of one year or less which                                                                                                                                                                                                                                                                                    



| |                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------
| | (i) is entered into with any other commercial banking
institution of the stature referred to in clause (c),             
|
| | (ii) is secured by a fully perfected Lien on any obligation of
the type described in any of clauses (a) through (c), and

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| |                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) has a market value at the time such repurchase agreement
is entered into of not less than 100% of the repurchase obligation
of such commercial banking institution thereunder;



| |                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) investments in money market funds that invest solely in Cash
Equivalent Investments described in clauses (a) through (d); or                                                                                                                                                                                         
|
| | (g) investments in short-term asset management accounts offered by
any Lender for the purpose of investing in loans to any corporation
(other than an Affiliate) organized under the laws of any state of the
United States or of the District of Columbia and rated at least A-1 by
Standard & Poors or P-1 by Moodys.

Casualty Event means (a) any loss of or damage to assets of the Company or
any Restricted Subsidiary due to fire, flood, explosion, earthquake, terrorist
activity or other disaster or act of God and (b) the taking of assets of the
Company or any Restricted Subsidiary by seizure, compulsory purchase, eminent
domain or condemnation. For purposes of this definition, the term  Casualty
Event shall not include any Casualty Event with respect to property and assets
having a market value of less than $1,000,000 (it being understood that if the
market value of the properties or assets lost, damaged or taken exceeds
$1,000,000, the entire value and not just the portion in excess of $1,000,000
shall be deemed to have been the subject of a Casualty Event).

Casualty Reduction Date  see Section 6.1.2.

Change in Control means the occurrence of any of the following after the
Amendment Effective Date:

(a)  there is a report filed on Schedule 13D, 14D-1 or 14D-1F (or any
successor schedule, form or report) pursuant to the Exchange Act, disclosing
that any person (for purposes of this definition, as the term person is used
in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor
provision to either of the foregoing), other than any person consisting solely
of Lord Black (or his heirs, executors or legal representatives) and his
Affiliates, has become the beneficial owner (as the term beneficial owner is
defined under Rule 13d-3 or any successor rule or regulation promulgated under
the Exchange Act) of Voting Stock representing 50% or more of the total voting
power attached to all Voting Stock of Hollinger Inc. or Hollinger International
then outstanding; provided, however, that a person shall not be deemed to be
the beneficial owner of, or to own beneficially, (i) any securities tendered
pursuant to a tender or exchange offer made by or on behalf of such person or
any of such persons Affiliates until such tendered securities are accepted for
purchase or exchange thereunder, or (ii) any securities if such beneficial
ownership (A) arises solely as a result of a revocable proxy delivered in
response to a proxy or consent solicitation made pursuant to applicable law and
(B) is not also then reportable on Schedule 13D (or any successor schedule)
under the Exchange Act;

(b)  there is a report filed or required to be filed with any securities
commission or securities regulatory authority in Canada, disclosing that any
offeror (as the term offeror is defined in Section 89(1) of Securities Act
(Ontario) for the purpose of Section 101 of such Securities Act or any
successor provision of the foregoing) other than any person consisting solely
of Lord Black (or his heirs, executors or legal representatives) and his
Affiliates, has acquired beneficial ownership (within the meaning of the
Securities Act (Ontario)) of, or the power to exercise control or direction
over, or securities convertible into, any voting or equity shares of Hollinger
Inc. that together with such offerors securities (as the term offerors
securities is defined in Section 89(1) of the Securities Act (Ontario) or
any successor provision thereto in relation to the voting or equity shares
of Hollinger Inc.) would constitute Voting Stock of Hollinger Inc. representing
50% or more of the total voting power attached to all Voting Stock of Hollinger
Inc. then outstanding;

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(c)  Hollinger International shall cease to own, directly or indirectly,
100% of the Capital Stock of any Borrower, other than the Company Preference
Shares;

(d)  there is consummated a consolidation (involving a business
combination) or merger of Hollinger International, (i) in which Hollinger
International is not the continuing or surviving corporation or (ii) pursuant
to which any Voting Stock of Hollinger International would be reclassified,
changed or converted into or exchanged for cash, securities or other property,
other than (in each case) a consolidation or merger of Hollinger International
in which the holders of the Voting Stock of Hollinger International immediately
prior to the consolidation or merger have, directly or indirectly, 50% or more
of the Voting Stock of the continuing or surviving corporation immediately
after such transaction;

(e)  Lord Black (or his heirs, executors and legal representatives) and his
Affiliates cease to beneficially own and control the voting of, directly or
indirectly, Voting Stock of Hollinger International representing a greater
percentage of the total voting power attached to the Voting Stock of Hollinger
International than the percentage beneficially owned and controlled, directly
or indirectly, by any other single shareholder of Hollinger International
together with its Affiliates;

(f)  during any period of 12 consecutive months, a majority of the members
of the Board of Directors or other equivalent governing body of Hollinger
International or any Borrower shall cease to be composed of individuals (i) who
were members of that board or equivalent governing body on the first day of
such period, (ii) whose election or nomination to that board or equivalent
governing body was approved by individuals referred to in clause (i) above
constituting at the time of such election or nomination at least a majority of
that board or equivalent governing body or (iii) whose election or nomination
to that board or other equivalent governing body was approved by individuals
referred to in clauses (i) and (ii) above constituting at the time of such
election or nomination at least a majority of that board or equivalent
governing body (excluding, in the case of both clause (ii) and clause (iii),
any individual whose initial nomination for, or assumption of office as, a
member of that board or equivalent governing body occurs as a result of an
actual or threatened solicitation of proxies or consents for the election or
removal of one or more directors by any person or group other than a
solicitation for the election of one or more directors by or on behalf of the
board of directors); or

(g)  any Change in Control or Change of Control, as defined in the
documentation for the New High Yield Notes.

Code means the Internal Revenue Code of 1986, as amended.

Collateral means, collectively, all of the property and assets that are
from time to time subject to the Collateral Documents.

Collateral Document means each Security Agreement, each Pledge Agreement,
each Subsidiary Note, each Subsidiary Security Agreement, and any other
document executed from time to time pursuant to which a Lien is granted in
favor of the Administrative Agent to secure the obligations of any Borrower
under the Loan Documents or the obligations of any Obligor under any Loan
Document to which it is party, including any documents executed pursuant to
Section 10.18 or 10.27.

Company  see the Preamble.

Company Pledge Agreement means the Fourth Amended and Restated Company
Pledge Agreement dated as of the Amendment Effective Date among the Company,
certain of its Restricted Subsidiaries and the Administrative Agent and each
other Pledge Agreement substantially in the form of Exhibit D-2, as such
Company Pledge Agreements may be amended, supplemented or otherwise modified
from time to time.

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Company Preference Shares means shares of preferred stock of the Company
issued to an Affiliate of the Company, provided that such shares do not
constitute Voting Stock.

Company Security Agreement means the Third Amended and Restated Security
Agreement dated as of the Amendment Effective Date among the Company, certain
of its U.S. Subsidiaries and the Administrative Agent substantially in the form
of Exhibit B-1, as amended, supplemented or otherwise modified from time to
time.

Compliance Certificate  see Section 10.1.3.

Computation Date means, at any time, the last day of the Computation
Period most recently ended.

Computation Period means, for each Fiscal Quarter, the four consecutive
Fiscal Quarters ending on the last day of such Fiscal Quarter.

Consolidated Net Income (Loss) of the Financial Group means, for any
period, the consolidated net income (or loss (and treating loss as a negative
number) of the Financial Group for such period as determined in accordance with
GAAP, adjusted by excluding, without duplication, to the extent included in
calculating such Consolidated Net Income (Loss), (a) all extraordinary gains
and losses, (b) the portion of consolidated net income (or loss) of the
Financial Group allocable to Investments in unconsolidated Persons (other than
Unrestricted Subsidiaries) to the extent that cash dividends or distributions
have not actually been received by a member of the Financial Group, (c) the
portion of consolidated net income (or loss) of the Financial Group allocable
to Unrestricted Subsidiaries (or to payments received therefrom), (d) any gain
or loss realized upon the termination of any employee pension benefit plan, (e)
aggregate gains and losses (less all fees and expenses relating thereto) in
respect of dispositions of assets (including, without limitation, sales of
shares of Unrestricted Subsidiaries or unconsolidated Persons and non-cash
writeoffs of assets (provided that there are no continuing cash expenses
related to such write-offs)) other than in the ordinary course of business, (f)
the net income of any Restricted Subsidiary to the extent that the declaration
of dividends or similar distributions by such Restricted Subsidiary of that
income is not at the time permitted, directly or indirectly, by operation of
the terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulations applicable to such Restricted
Subsidiary or its stockholders, (g) any gain from the collection of proceeds of
life insurance policies, (h) any gain arising from the acquisition of any
securities, or the extinguishment, under GAAP, of any Debt of the Financial
Group, (i) aggregate gains or losses relating to foreign currency transactions
or translations or (j) redundancy costs relating to the elimination of jobs.
In calculating the Consolidated Net Income (Loss) of the Financial Group, the
Consolidated Net Income (Loss) of Restricted Subsidiaries that are not Wholly
Owned Restricted Subsidiaries will be included only to the extent of the
Financial Groups common equity interest in such Restricted Subsidiaries, as
provided in the definition of Operating Cash Flow.

Contributed Cash Flow means on any date of any assets sold or proposed to
be sold (or deemed disposed of) in any Asset Sale, or of any assets consisting
of Traded Newspaper Assets or Traded-For Newspaper Assets included or proposed
to be included in any Asset Swap, the Operating Cash Flow generated by such
assets for the period of four Fiscal Quarters ended on or (if such date shall
not be the last day of a Fiscal Quarter) most recently prior to such date.

Credit Extension means making any Loan, issuing any Letter of Credit or
extending the stated expiry date of any existing Letter of Credit, as the case
may be.

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CST
Real Estate means the real estate, including land, building and
fixtures, located at 401 North Wabash Avenue, Chicago, Illinois, where the
Company currently maintains its headquarters, and all improvements thereon.

CST
Real Estate Transactions means the sale or other disposition (other
than to an Affiliate), including contribution to a new joint venture entity, of
all or any portion of the interest of the Company or a Restricted Subsidiary in
the CST Real Estate.

Debt means, with respect to any Person, without duplication, (a) all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services (or other obligations to former owners of
acquired businesses), excluding any trade payables and other accrued current
liabilities arising in the ordinary course of business, but including, without
limitation, all obligations, contingent or otherwise, of such Person in
connection with any letters of credit issued under letter of credit facilities,
acceptance facilities or other similar facilities and in connection with any
agreement to purchase, redeem, exchange, convert or otherwise acquire for value
any Capital Stock of such Person, or any warrants, rights or options to acquire
such Capital Stock, now or hereafter outstanding, (b) all obligations of such
Person evidenced by bonds, notes, debentures or other similar instruments, (c)
all indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even if
the rights and remedies of the seller or lender under such agreement in the
event of default are limited to repossession or sale of such property), but
excluding trade payables arising in the ordinary course of business, (d) all
obligations under Hedging Agreements of such Person related to the settlement
or termination of those agreements as of the date of determination, (e) all
Capital Lease obligations of such Person, (f) all Debt referred to in clauses
(a) through (e) above of other Persons and all dividends of other Persons, the
payment of which is secured by (or for which the holder of such Debt has an
existing right, contingent or otherwise, to be secured by) any Lien, upon or
with respect to property (including, without limitation, accounts and contract
rights) owned by such Person, even though such Person has not assumed or become
liable for the payment of such Debt, (g) all Guarantee Obligations of such
Person, (h) all Redeemable Capital Stock and (without duplication) all
Preferred Stock of Restricted Subsidiaries other than Redeemable Capital Stock
or Preferred Stock held by Restricted Subsidiary Obligors or the Company,
valued at the greater of its voluntary or involuntary maximum fixed repurchase
price plus accrued and unpaid dividends, (i) any other obligation, liability or
instrument which is treated as indebtedness under GAAP, (j) all Debt of any
partnership of which such Person is a general partner, and (k) any amendment,
supplement, modification, deferral, renewal, extension, refunding or
refinancing of any Debt of the types referred to in clauses (a) through (j)
above. For purposes hereof, the maximum fixed repurchase price of any
Redeemable Capital Stock or Preferred Stock which does not have a fixed
repurchase price shall be calculated in accordance with the terms of such
Redeemable Capital Stock or Preferred Stock as if such Redeemable Capital Stock
or Preferred Stock were purchased on any date on which Debt shall be required
to be determined pursuant to this Agreement, and if such price is based upon,
or measured by, the fair market value of such Redeemable Capital Stock or
Preferred Stock, such fair market value to be determined in good faith by the
Board of Directors of such Person.

Debt Proceeds means the aggregate Net Cash Proceeds from the issuance of
any Debt by the Company or any Restricted Subsidiary of the Company other than
Debt issued pursuant to Sections 10.7(a) through (i), Sections 10.7(k) through
(m), and Section 10.7(j); provided, however, that the Net Cash Proceeds from
the issuance of any Debt issued pursuant to Section 10.7(j) shall only be
excluded from this definition to the extent that such Net Cash Proceeds are
concurrently utilized in connection with an Acquisition otherwise permitted
hereunder (which Acquisition shall be consummated concurrently with the
issuance of such Debt).

Determination Date  see Section 2.13.

Dollar and the sign $ mean lawful money of the United States of America.

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Dollar Equivalent means, (a) with respect to Dollars or an amount
denominated in Dollars, such amount, and (b) with respect to any amount
denominated in an Alternate Currency, at any time for the determination
thereof, the equivalent amount of Dollars obtained by converting such amount
denominated in an Alternate Currency involved in such computation into Dollars
at the spot rate as quoted by the Administrative Agent for the purchase of
Dollars with such Alternate Currency through the FX Trading Office at
approximately 12:00 p.m. (New York City time) two Business Days prior to the
date on which such computation is made.

Dormant Subsidiaries means Restricted Subsidiaries which are inactive or
have minimal assets as shown on Schedule 9.8 or certified by the Company to the
Administrative Agent.

DTH means DT Holdings Limited, a limited liability company incorporated
under the laws of England and Wales.

Eligible Assignee means (a) a commercial bank organized under the laws of
the United States or any State thereof, and having a combined capital and
surplus of at least $100,000,000; (b) a commercial bank organized under the
laws of any other country which is a member of the Organization for Economic
Cooperation and Development (the OECD), or a political subdivision of any
such country, and having a combined capital and surplus of at least
$100,000,000; (c) a Person that is engaged in the business of purchasing or
investing in bank loans and that is (i) a Subsidiary of a Lender, (ii) a
Subsidiary of a Person of which a Lender is a Subsidiary, (iii) a Person of
which a Lender is a Subsidiary; or (iv) administered or managed by the same
investment adviser as a Lender or other Person described in clause
(c)(i), (ii)
or (iii); and (d) finance companies, mutual funds, pension funds, insurance
companies, and other investors or financial institutions (except the Borrower
or an Affiliate of the Borrower) engaged in the making of or investing in bank
loans, it being understood that this definition shall not be construed to
require any assignee of Loans or Revolving Commitments hereunder to be exempt
from U.K. Recipient Taxes.

Employee Benefit Plan means any employee benefit plan, pension plan or
welfare plan, other than a multiemployer plan as such term is defined in
Section 3(37) of ERISA, which is maintained or contributed to for the benefit
of the employees of the Company or any of its Subsidiaries which, under
applicable law, (a) is required to be funded through a trust or similar funding
vehicle or (b) creates or could result in a Lien on any property of the Company
or any of its Subsidiaries.

Environmental Laws means any national, federal, State or local law,
statute, ordinance, regulation, rule, order, consent decree, permit, settlement
agreement, judicial or administrative decision, injunction or requirement of
any governmental authority, including the European Community, which relates to
or otherwise imposes liability or standards of conduct concerning discharges,
releases or threatened releases of noises, odors or any Regulated Materials
into ambient air, ground or surface water or land, or otherwise relating to the
manufacture, processing, generation, distribution, use, treatment, storage,
disposal, cleanup, transport or handling of Regulated Materials, including the
Resource Conservation and Recovery Act, the Comprehensive Environmental
Response, Compensation and Liability Act, any so-called Superfund or
Superlien law, the Toxic Substances Control Act, the Environmental Protection
Act (Canada), the Transportation of Dangerous Goods Act (Canada), the Hazardous
Products Act (Canada), the Environmental Protection Act (Ontario), the Water
Resources Act (Ontario), the Gasoline Handling Act (Ontario), any similar law
in effect in Israel or the United Kingdom, and any other applicable federal,
State, provincial, or local statute, law, ordinance, code, rule, regulation,
order, decree or other officially-promulgated and legally binding policy
regulating, relating to, or imposing liability or standards of conduct
(including permit requirements and emission or effluent
restrictions) concerning any Regulated Materials, as now or at any time
hereafter in effect applicable to the Company or any of its Restricted
Subsidiaries.

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ERISA means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time.
References to sections of ERISA also refer to any successor sections.

ERISA Affiliate means any corporation, trade or business that is, along
with the Company or any of its Subsidiaries, a member of a controlled group of
corporations or a controlled group of trades or businesses, as described in
Section 414 of the Code or Section 4001 of ERISA.

Euro means the single currency of Participating Member States of the
European Union.

Eurocurrency Loan means any Tranche A Loan, Tranche B Loan, Term A Loan,
Term B Loan or Incremental Loan which bears interest at a rate determined by
reference to the Eurocurrency Rate (Reserve Adjusted).

Eurocurrency Rate means, with respect to any Eurocurrency Loan for any
Interest Period,

(a) with respect to Eurocurrency Loans denominated in Dollars, the
rate appearing on Page 3750 of the Telerate Service (or on any successor
or substitute page of such service, or any successor to or substitute for
such service, providing rate quotations comparable to those currently
provided on such page of such service, as determined by the
Administrative Agent from time to time acting reasonably for purposes of
providing quotations of interest rates applicable to Dollar deposits in
the London interbank market) at approximately 11:00 a.m., London time,
two Business Days prior to the commencement of such Interest Period, as
the rate for Dollar deposits with a maturity comparable to such Interest
Period. In the event that such rate is not available at such time for
any reason, then the Eurocurrency Rate with respect to such Eurocurrency
Loans for such Interest Period shall be the rate of interest (rounded, if
necessary, to the next higher 1/16 of 1%) of the rate per annum at which
Dollar deposits in immediately available funds are offered by the
Administrative Agents Lending Office in the relevant interbank market at
or about 11:00 a.m. (London time), two Business Days prior to the first
day of such Interest Period, in the approximate amount of the relevant
Eurocurrency Loan and having a maturity approximately equal to such
Interest Period; and

(b) with respect to Eurocurrency Loans denominated in an Alternate
Currency, the rate appearing on Page 3750 (or 3740 in the case of
Canadian Dollars) of the Telerate Service (or on any successor or
substitute pages of such service, or any successor to or substitute for
such service, providing rate quotations comparable to those currently
provided on such pages of such service, as determined by the
Administrative Agent from time to time acting reasonably for purposes of
providing quotations of interest rates applicable to deposits in such
Alternate Currency in the London interbank market) at approximately 11:00
a.m., London time, two Business Days prior to the commencement of such
Interest Period, as the rate for deposits in such Alternate Currency (as
applicable) with a maturity comparable to such Interest Period. In the
event that such rate is not available at such time for any reason, then
the Eurocurrency Rate with respect to such Eurocurrency Loan for such
Interest Period shall be the rate of interest (rounded, if necessary, to
the next higher 1/16 of 1%) equal to the rate at which deposits in the
relevant Alternate Currency in immediately available funds are offered by
the Administrative Agents Lending Office in the London interbank market
at or about 11:00 a.m. (London time) two Business Days prior to the
beginning of such Interest Period in the approximate amount of the
relevant Eurocurrency Loan and having a maturity approximately equal to
such Interest Period.

Eurocurrency Rate (Reserve Adjusted) means, relative to any Loan to be
made, continued or maintained as, or converted into, a Eurocurrency Rate Loan,
for any Interest Period, a rate per annum (rounded upwards, if necessary, to
the nearest 1/16 of 1%) determined pursuant to the following formula:

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|                   |  |   |  |                                        
|------------------ |  | - |  | ---------------------------------------
|                   |  |   |  | Eurocurrency Rate                      
|Eurocurrency Rate  |  | = |  |                                        
|(Reserve Adjusted) |  |   |  | 1.00  Eurocurrency Reserve Percentage.

Eurocurrency Reserve Percentage means, with respect to any Eurocurrency
Loan denominated in the applicable currency for any Interest Period, a
percentage (expressed as a decimal) equal to the daily average during such
Interest Period of the percentage in effect on each day of such Interest
Period, as prescribed by the Board of Governors of the Federal Reserve System
(or any successor) or any similar governmental authority relevant to Alternate
Currencies, for determining the aggregate maximum reserve requirements
applicable to Eurocurrency Liabilities pursuant to Regulation D of the Board
of Governors of the Federal Reserve System or any other then applicable
regulation of such Board of Governors or other similar governmental authority
which prescribes reserve requirements applicable to Eurocurrency Liabilities
as presently defined in Regulation D or other relevant reserve requirements
applicable to Loans in Alternate Currencies.

Event of Default means any of the events described in Section 12.1.

Excess Cash Flow means, as of the last day of any Computation Period, the
sum of (a) Operating Cash Flow minus (b) Fixed Charges, in each case with
respect to such Computation Period.

Excess Cash Flow Payment means, with respect to any Fiscal Year, a
percentage of Excess Cash Flow for such Fiscal Year determined in accordance
with the following table:

|                      |  |             |    |  
|--------------------- |  | ----------- | -- | -
|Net Leverage Ratio    |  | % of Excess
|at end of Fiscal Year |  | Cash Flow  
|                      |  |            
|* 5.00                |  |             | 50 | %
|*
4.00 but < 5.00     |  |             | 25 | %
|<4.00                 |  |             | 0  | %



---

|* |  | greater than or equal to
|- |  | ------------------------

Excess Cash Flow Basket  see Section 10.9(b).

Exchange Act means the Securities Exchange Act of 1934, as amended.

Excluded Taxes  see definition of Taxes.

Existing Credit Agreement  see the Recitals.

Existing Credit Extensions means the loans and letters of credit
outstanding under the Existing Credit Agreement immediately prior to the
Amendment Effective Date.

Facility means each of (a) the Tranche A Commitments and the Tranche A
Credit Extensions made thereunder (the Tranche A Facility), (b) the Tranche B
Commitments and the Tranche B Credit Extensions made thereunder (the Tranche B
Facility), (c) the Commitments of the Term A Lenders to make Term A Loans and
the Term A Loans made thereunder (the Term A Loan Facility), (d) the
commitments of the Term B Lenders to make Term B Loans and the Term B Loans
made thereunder (the Term B Loan Facility), and (e) the commitments of the
Incremental Lenders under each tranche of
Loans established pursuant to Section 3 to make Incremental Loans and the
Incremental Loans made thereunder (each tranche an Incremental Facility).

FDTH  see the Preamble.

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Federal Funds Rate means, for any period, a fluctuating interest rate per
annum equal for each day during such period to (a) the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day
(or, if such day is not a Business Day, for the preceding Business Day) by the
Federal Reserve Bank of New York; or (b) if such rate is not so published for
any day which is a Business Day, the average of the quotations at approximately
2:00 p.m. (New York City time) for such day on such transactions received by
the Administrative Agent from three federal funds brokers of recognized
standing selected by it.

Fee Letter means the Fee Letter dated November 7, 2002 among Wachovia
Securities, Wachovia Bank, and the Company, as the same may be amended or
otherwise modified from time to time by the parties thereto.

Financial Group means the Borrowers and their Restricted Subsidiaries.

Fiscal Quarter means a fiscal quarter of a Fiscal Year.

Fiscal Year means the fiscal year of the Company and its Restricted
Subsidiaries, which period shall be the 12-month period ending on December 31
of each year. References to a Fiscal Year with a number corresponding to any
calendar year (e.g., Fiscal Year 2002) refer to the Fiscal Year ending on
December 31 of such calendar year.

Fixed Charge Coverage Ratio means, as of the last day of any Computation
Period, the ratio of (a) Operating Cash Flow of the Financial Group for such
Computation Period to (b) the sum, without duplication, of (i) Fixed Charges of
the Financial Group plus (ii) Restricted Payments of the Financial Group, in
each case for the same period.

Fixed Charges means, with respect to any Computation Period, the sum,
without duplication, of:



| |                                                                                                  
| | -------------------------------------------------------------------------------------------------
| | (a) Interest Expense (not including amortization of financing costs) for
such Computation Period;



| |     
| | ----
| | plus



| |                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------
| | (b) all scheduled principal payments on Total Funded Debt, including any
Synthetic Leases, during such Computation Period;



| |     
| | ----
| | plus



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) all federal, State, local and foreign income taxes (actually paid in
cash, net of refunds received during such Computation Period), excluding
taxes paid or refunds received in cash relating to Consolidated Net
Income for any period prior to the first Fiscal Quarter after the
Amendment Effective Date for which financial reports are available or
relating to gains or losses on Asset Sales, to the extent otherwise
included herein;



| |     
| | ----
| | plus



| |                                                              
| | -------------------------------------------------------------
| | (d) Capital Expenditures made during such Computation Period;

provided that during the first year following the Amendment Effective
Date, Fixed Charges shall be determined as follows:

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| |                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) after the end of the first Fiscal Quarter after the Amendment
Effective Date for which financial reports are available, but prior
to the end of the second Fiscal Quarter after the Amendment
Effective Date for which financial reports are available, on an
annualized basis using the financial information for such first
Fiscal Quarter;                            
|
| | (ii) after the end of the second Fiscal Quarter after the Amendment
Effective Date for which financial reports are available, but prior
to the end of the third Fiscal Quarter after the Amendment
Effective Date for which financial reports are available, on an
annualized basis using the financial information for such first and
second Fiscal Quarters; and           
|
| | (iii) after the end of the third Fiscal Quarter after the Amendment
Effective Date for which financial reports are available, but prior
to the end of the fourth Fiscal Quarter after the Amendment
Effective Date for which financial reports are available, on an
annualized basis using the financial information for such first,
second and third Fiscal Quarters.       
|
| | (iv) after the end of the fourth Fiscal Quarter after the Amendment
Effective Date for which financial reports are available, but prior
to the end of the fifth Fiscal Quarter after the Amendment
Effective Date for which financial reports are available, on an
annualized basis using the financial information for such first,
second, third and fourth Fiscal Quarters.

provided, further, however, that in each case, Interest Expense for the
first Fiscal Quarter after the Amendment Effective Date for which
financial reports are available, but prior to the end of the second
Fiscal Quarter for which financial reports are available, shall be
calculated for such Fiscal Quarter on an annualized quarterly basis
(based on the number of days elapsed in a 90-day Fiscal Quarter) using
Interest Expense for the period from the Amendment Effective Date through
the end of such Fiscal Quarter, excluding Interest Expense on the 1996
Senior Subordinated Notes and the 1997 Senior Subordinated Notes (to the
extent such interest expense is otherwise included in this definition).

Floating Rate Loan means any Tranche A Loan, Term A Loan, Term B Loan or
Incremental Loan which bears interest at or by reference to the Alternate Base
Rate.

FX Trading Office means the foreign exchange trading center of the
Administrative Agent located in London, England, or whatever other office the
Administrative Agent may from time to time designate acting reasonably.

GAAP means generally accepted accounting principles in the United States,
consistently applied, as in effect from time to time.

Group  see Section 2.4.

Guarantee Obligation means any agreement, undertaking or arrangement by
which any Person guarantees or endorses (by direct or indirect agreement,
contingent or otherwise, to provide funds for payment, to supply funds to or
otherwise to invest in a debtor, or otherwise to assure a creditor against
loss) any indebtedness, obligation or other liability of any other Person
(other than by endorsements of instruments in the course of collection), or
guarantees the payment of dividends or other distributions upon the shares of
any other Person. The amount of any Persons obligation under any Guarantee
Obligation shall (subject to any limitation set forth therein) be deemed
to be the outstanding principal amount of the debt, obligation or other
liability guaranteed or endorsed thereby.

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##### Table of Contents



Guaranteed Obligations  see Section 14.1.

Guaranties means the Hollinger International Guaranty, each U.S.
Subsidiary Guaranty, and each U.K. Subsidiary Guaranty.

Guarantor  see Section 14.1.

HCNLP means Hollinger Canadian Newspapers, Limited Partnership, a limited
partnership established under the laws of the Province of Ontario, and any
Subsidiary thereof. HCNLP is a limited partnership formed under the Limited
Partnerships Act(Ontario), a limited partner of which is only liable for any
of its liabilities or any of its losses to the extent of the amount that the
limited partner has contributed or agreed to contribute to its capital and the
limited partners pro rata share of any undistributed income.

Hedging Agreement means any interest rate, currency or commodity swap
agreement, interest rate cap agreement, interest rate collar agreement, or
other agreement or arrangement designed to protect a Person against
fluctuations in interest rates, currency exchange rates or commodity prices.

Hollinger Inc. means Hollinger Inc., a corporation continued under the
laws of Canada.

Hollinger International means Hollinger International Inc., a Delaware
corporation.

Hollinger International Guaranty means the Fourth Amended and Restated
Hollinger International Guaranty dated as of the Amendment Effective Date
substantially in the form of Exhibit C-1 executed by Hollinger International in
favor of the Lenders and the Administrative Agent, as further amended,
supplemented or otherwise modified from time to time.

Hollinger International Pledge Agreement means the Amended and Restated
Pledge Agreement dated as of the Amendment Effective Date substantially in the
form of Exhibit D-1 between Hollinger International and the Administrative
Agent, as amended, supplemented or otherwise modified and supplemented from
time to time.

HUKH means Hollinger UK Holdings Limited, a limited liability company
incorporated under the laws of England and Wales.

including shall not be limiting and means including without limitation.

Incremental Borrower  see Section 3.1.

Incremental Facility  see Section 3.1.

Incremental Lender means, at any time, any Lender which has a commitment
to make an Incremental Loan under Section 3 or which is owed an Incremental
Loan; the initial Incremental Lenders shall be set forth on a Schedule to the
applicable Supplement for such Incremental Loans.

Incremental Loan  see Section 3.

Incremental Loan Offer  see Section 6.2.5(d).

Incremental Percentage means, with respect to any tranche of Incremental
Loans, relative to any Incremental Lender at any time, the percentage which
such Incremental Lenders then outstanding,

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##### Table of Contents



aggregate principal amount of all
Incremental Loans is of the aggregate principal amount of Incremental Loans of
all Incremental Lenders of such tranche.

Incremental Reduction Percentage means the percentage which (a) the sum of
the aggregate outstanding principal amount of all Incremental Loans is of (b)
the sum of (i) the aggregate outstanding principal amount of all Term A Loans,
plus (ii) the aggregate outstanding principal amount of all Term B Loans, plus
(iii) the aggregate outstanding principal amount of all Incremental Loans.

Indemnified Liability  see Section 15.14.

Indemnified Party  see Section 15.14.

Individual Outstanding Revolving Amount means, with respect to any
Revolving Lender, the sum of (a) the Dollar Equivalent of the aggregate
principal amount of such Revolving Lenders Revolving Loans outstanding on such
date, plus (b) the Dollar Equivalent of the aggregate amount of such Revolving
Lenders participation in the Stated Amount of outstanding Letters of Credit.

Individual Revolving Commitment means, with respect to any Revolving
Lender, the amount of such Revolving Lenders Revolving Percentage times the
Total Revolving Commitments, it being understood that each Revolving Lenders
Individual Revolving Commitment shall be the total amount such Revolving Lender
is obligated to extend to the Company and Telegraph under the Tranche A
Commitments and the Tranche B Commitments, notwithstanding that the Tranche A
Commitments and the Tranche B Commitments of such Revolving Lender may exceed
its Individual Revolving Commitment. The initial amount of the Individual
Revolving Commitment of each Revolving Lender is set forth in Schedule 1.1.

Intellectual Property means all patents and patent applications, trade and
service marks and trade and service mark applications (and all goodwill
associated with such applications), all brand and trade names, all copyrights
and rights in the nature of copyright, all design rights, all registered
designs and applications for registered designs, all trade secrets, know-how
and all other intellectual property rights owned by members of the Financial
Group throughout the world or the interests of any member of the Financial
Group in any of the foregoing, and all rights under any agreements entered into
by or for the benefit of any member of the Financial Group relating to the use
or exploitation of any such rights.

Intercompany Debt means all Debt owed by the Company and/or any Restricted
Subsidiary to Hollinger Inc., Hollinger International or any other Affiliate
other than the Company or any Restricted Subsidiary.

Interest Coverage Ratio means, as of the last day of any Computation
Period, the ratio of (a) Operating Cash Flow for such Computation Period to (b)
total Interest Expense for such Computation Period;

provided, that during the first year following the Amendment Effective Date,
for the purpose of calculation of the Interest Coverage Ratio during such
period, Interest Expense shall be determined as follows:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) after the end of the first Fiscal Quarter after the Amendment
Effective Date for which financial reports are available, but prior to
the end of the second Fiscal Quarter after the Amendment Effective Date
for which financial reports are available, on an annualized basis (based
on the number of days elapsed in a 365-day year) using Interest Expense
for the period
from the Amendment Effective Date through the end of such first Fiscal
Quarter, excluding

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Interest Expense on the 1996 Senior Subordinated
Notes and the 1997 Senior Subordinated Notes (to the extent such interest
expense is otherwise included in this definition);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (ii) after the end of the second Fiscal Quarter after the Amendment
Effective Date for which financial reports are available, but prior to
the end of the third Fiscal Quarter after the Amendment Effective Date
for which financial reports are available, on an annualized basis (based
on the number of days elapsed in a 365-day year) using Interest Expense
for the period from the Amendment Effective Date through the end of such
second Fiscal Quarter, excluding Interest Expense on the 1996 Senior
Subordinated Notes and the 1997 Senior Subordinated Notes (to the extent
such interest expense is otherwise included in this definition);    
|
| | (iii) after the end of the third Fiscal Quarter after the Amendment
Effective Date for which financial reports are available, but prior to
the end of the fourth Fiscal Quarter after the Amendment Effective Date
for which financial reports are available, on an annualized basis (based
on the number of days elapsed in a 365-day year) using Interest Expense
for the period from the Amendment Effective Date through the end of such
third Fiscal Quarter, excluding Interest Expense on the 1996 Senior
Subordinated Notes and the 1997 Senior Subordinated Notes (to the extent
such interest expense is otherwise included in this definition); and
|
| | (iv) after the end of the fourth Fiscal Quarter after the Amendment
Effective Date for which financial reports are available, but prior to
the end of the fifth Fiscal Quarter after the Amendment Effective Date
for which financial reports are available, on an annualized basis (based
on the number of days elapsed in a 365-day year) using Interest Expense
for the period from the Amendment Effective Date through the end of such
fifth Fiscal Quarter, excluding Interest Expense on the 1996 Senior
Subordinated Notes and the 1997 Senior Subordinated Notes (to the extent
such interest expense is otherwise included in this definition).     

Interest Expense means the net sum of consolidated interest expense,
payments with respect to any guaranty of or dividends on Redeemable Capital
Stock or Preferred Stock (to the extent actually made during such period), and
commitment fees and letter of credit fees of the Company and its Restricted
Subsidiaries for such period accrued on Total Funded Debt minus interest
income, in each case, of the Borrowers and their Restricted Subsidiaries
(except for interest income earned on Trustee Proceeds).

Interest Period  see Section 5.3.

Investment means, with respect to any Person, directly or indirectly:



| |                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) any loan or advance or other extension of credit (including
guarantees) or capital contribution (by means of any transfer of cash or
other property to others or any payment for property or services for the
account or use of others) made by such Person to any other Person;
|
| | (b) any ownership or similar interest held by such Person in any
other Person; and                                                                                                                                                                                                  
|
| | (c) any other items that are or would be classified as investments
on a balance sheet prepared in accordance with GAAP.                                                                                                                                                             

The amount of any Investment shall be the original principal or capital amount
thereof less all returns of principal or equity thereon (and without adjustment
by reason of the financial condition of such other Person) and shall, if made
by the transfer or exchange of property other than cash, be deemed to have been
made in an original principal or capital amount equal to the fair market value
of such property.

Israeli Subsidiary means each of JPEH, JPPL and Palestine Post, and any
Subsidiaries thereof.

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Issuing Bank means Wachovia Bank in its capacity as issuer of Letters of
Credit.

JPEH means Jerusalem Post Employees Holding (1983) Ltd., an Israeli
corporation.

JPPL means Jerusalem Post Publications Limited, an Israeli corporation.

Lender  see the Preamble.

Lending Office means (a) with respect to any Lender, the office or offices
of such Lender which shall be making or maintaining the Tranche A Loans,
Tranche B Loans, Term A Loans, Term B Loans or Incremental Loans that are
Eurocurrency Loans of such Lender hereunder or such other office or offices at
which such Lender determines its Eurocurrency Rate and (b) with respect to the
Administrative Agent, the office or offices of the Administrative Agent which
shall receive payments or disburse borrowings in Dollars and Alternate
Currencies as the Administrative Agent designates to the Lenders and the
Company from time to time. A Lending Office may be either a domestic or
foreign office.

Letter of Credit means a standby letter of credit having terms and
provisions which are permitted by this Agreement and which otherwise are
reasonably satisfactory to the Issuing Bank.

Letter of Credit Application means a letter of credit application in the
form then used by the Issuing Bank for standby letters of credit (with
appropriate adjustments to indicate that any letter of credit issued thereunder
is to be issued pursuant to, and subject to the terms and conditions of, this
Agreement).

Lien means, when used with respect to any Person, any interest of any
other Person in any real or personal property, asset or other right owned or
being purchased or acquired by such Person which secures payment or performance
of any obligation and shall include any mortgage, lien, encumbrance, charge or
other security interest of any kind, whether arising by contract, as a matter
of law, by judicial process or otherwise.

Loan Documents means this Agreement, the Fee Letter, the Guaranties, the
Letter of Credit Applications, the Subordination Agreements and the Collateral
Documents.

Loans means each of the Tranche A Loans, the Tranche B Loans, the Term A
Loans, the Term B Loans and the Incremental Loans.

Local Time means (a) with respect to Dollar Loans, New York City time, (b)
with respect to Loans denominated in Sterling, London time and (c) with respect
to Loans denominated in Euros, Brussels time.

Management Fees means any management, consulting, non-competition,
advisory or other similar fees or payments, or any interest thereon, or
corporate expense reimbursements payable by the Company or any of its
Restricted Subsidiaries to Hollinger Inc., Hollinger International or any other
Affiliate other than the Company or any Restricted Subsidiary.

Margin Stock means any margin stock as defined in any of Regulations T,
U and X of the Board of Governors of the Federal Reserve System.

Material Adverse Effect means a material adverse effect on (a) the
condition (financial or otherwise), operations, business, prospects, properties
or assets of (i) the Company and its U.S. Subsidiaries and the Israeli
Subsidiaries, taken as a whole, (ii) FDTH and its Restricted Subsidiaries,
taken as a whole, or (iii) the Company and the Restricted Subsidiaries,
taken as a whole; or (b) the ability of the Company and the Restricted
Subsidiary Obligors taken as a whole to timely and fully perform any

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##### Table of Contents



of their payment or other material obligations under this Agreement or any other Loan
Document to which they are a party.

Moodys means Moodys Investors Service, Inc. or any successor rating
agency.

Multiemployer Plan means a multiemployer plan, as defined in Section
4001(a)(3) of ERISA, to which the Company, any of its Subsidiaries, or any
ERISA Affiliate, is making or accruing an obligation to make contributions, or
has within any of the preceding five plan years made or accrued an obligation
to make contributions.

Negative Trade Differential means with respect to any Asset Swap the
amount, if any, by which the Contributed Cash Flow of the Traded Newspaper
Assets included in such Asset Swap (as determined in good faith by the Board of
Directors of the Company) as of the date of such Asset Swap exceeds the
Contributed Cash Flow of the Traded-For Newspaper Assets included in such Asset
Swap (as so determined).

Net Cash Proceeds means (a) with respect to any Asset Sale by any Person,
the proceeds thereof in the form of cash or cash equivalents including payments
of principal and interest in respect of deferred payment obligations and, with
respect to the contribution of the CST Real Estate in connection with the CST
Real Estate Transactions, any proceeds in excess of $35,000,000 received from
the joint venture entity created in connection therewith when received in the
form of, or stock or other assets when disposed of for, cash or cash
equivalents (except to the extent that such obligations are financed or sold
with recourse to the Company or any Restricted Subsidiary) net of (i) brokerage
commissions and other reasonable fees and expenses (including fees and expenses
of counsel and investment bankers) related to such Asset Sale, (ii) provisions
for all taxes payable as a result of such Asset Sale, provided,
however, that
in the event such taxes are not actually paid or any reserve therefor is
reduced, the amount of such unpaid taxes or reserve reduction shall be deemed
to be Net Cash Proceeds which are received on the date on which it is
determined that such taxes will not be paid or such reserve is reduced, (iii)
payments made to retire indebtedness where payment of such indebtedness is
secured by the assets or properties the subject of such Asset Sale, (iv)
amounts required to be paid to any Person (other than the Company or any
Restricted Subsidiary) owning a beneficial interest in the assets subject to
the Asset Sale, and (v) appropriate amounts to be provided by the Company or
any Restricted Subsidiary, as the case may be, as a reserve, in accordance with
GAAP, against any liabilities associated with such Asset Sale and retained by
the Company or any such Restricted Subsidiary, as the case may be, after such
Asset Sale, including pension and other post-employment benefit liabilities,
liabilities related to environmental matters and liabilities under any
indemnification obligations associated with such Asset Sale, (b) with respect
to any issuance or sale of Capital Stock or options, warrants or rights to
purchase Capital Stock, or debt securities or Capital Stock that have been
converted into or exchanged for Capital Stock, the proceeds of such issuance or
sale in the form of cash or cash equivalents, including payments in respect of
deferred payment obligations when received in the form of, or stock or other
assets when disposed of for, cash or cash equivalents (except to the extent
that such obligations are financed or sold with recourse to the Company or any
of its Subsidiaries), net of attorneys fees, accountants fees and brokerage,
consultation, underwriting and other fees and expenses actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof, (c) with respect to the issuance of Debt, the proceeds of such
issuance net of attorneys fees, accountants fees and brokerage, consultation,
underwriting and other fees and expenses actually incurred in connection with
such issuance and (d) with respect to any Casualty Event, the amount of
insurance proceeds, condemnation awards or other recoveries (other than
business interruption insurance) net of attorneys fees and other fees and
expenses actually incurred in connection with the collection of such payments,
in each case as reflected in a certificate from the Company delivered to the
Administrative Agent.

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Net Leverage Ratio means, as of any time, the ratio of (a) the sum of (i)
Total Funded Debt as of such time minus (ii) the amount of cash (excluding any
cash collateralizing Original Letters of Credit) held by the Borrowers and
their Restricted Subsidiaries in excess of $5,000,000 as of such time to (b)
Operating Cash Flow for the Computation Period most recently ended.

New High Yield Notes  see Section 11.1.19.

New Investments Basket   see Section 10.10(d).

Newspaper Business means (a) the business of publishing and distributing
(including distributing by electronic means) newspapers, magazines and other
paid or free publications having national, regional, local or targeted markets,
including publications having limited or no news or editorial content such as
shoppers or other total market coverage publications and similar
publications, (b) the ownership and operation of consumer e-commerce vehicles
that complement the foregoing and (c) the ownership and operation of
Investments permitted under Section 10.10.

1996 Senior Subordinated Indenture means that certain Indenture dated as
of February 1, 1996, as amended by First Supplemental Indenture dated February
27, 1997, and Second Supplemental Indenture dated March 4, 1999 between the
Company and State Street Bank & Trust Company, as Trustee, relating to the 1996
Senior Subordinated Notes, as the same may hereafter be amended, amended and
restated, supplemented or otherwise modified in accordance with the terms
thereof and hereof and in effect.

1996 Senior Subordinated Notes means the 9 1/4% Senior Subordinated Notes
due February 1, 2006 of the Company issued under the 1996 Senior Subordinated
Indenture.

1997 Senior Indenture means that certain Senior Indenture dated as of
March 15, 1997, as amended by First Supplemental Indenture dated as of March 4,
1999 and the Second Supplemental Indenture dated March 1, 2002 between the
Company and State Street Bank & Trust Company, as Trustee, relating to the 1997
Senior Notes, as the same may hereafter be amended, amended and restated,
supplemented or otherwise modified in accordance with the terms thereof and
hereof and in effect.

1997 Senior Notes means the 8 5/8% Senior Notes due March 15, 2005 of the
Company issued under the 1997 Senior Indenture.

1997 Senior Subordinated Indenture means that certain Senior Subordinated
Indenture dated March 15, 1997, as amended by First Supplemental Indenture
dated as of December 23, 1998 and Second Supplemental Indenture dated as of
March 4, 1999 between the Company and State Street Bank & Trust Company, as
Trustee, relating to the 1997 Senior Subordinated Notes, as the same may
hereafter be amended, amended and restated, supplemented or otherwise modified
in accordance with the terms thereof and hereof and in effect.

1997 Senior Subordinated Notes means the 9 1/4% Senior Subordinated Notes
due March 15, 2007 of the Company issued under the 1997 Senior Subordinated
Indenture.

Non-Wholly Owned Restricted Subsidiary means any Restricted Subsidiary
other than a Wholly Owned Restricted Subsidiary.

Notice
of Borrowing means a notice substantially in the form of
Exhibit G-1 or such other form as may be acceptable to the Administrative Agent.

Notice of Conversion/Continuation means a notice substantially in the form
of Exhibit G-2 or such other form as may be acceptable to the Administrative
Agent.

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Obligations means all obligations of the Borrowers or any other Obligor
under this Agreement and any other Loan Document.

Obligor means each Borrower, Hollinger International and each other Person
(other than the Administrative Agent, any Lender or the Issuing Bank) from time
to time obligated under any Loan Document.

Occupational Safety and Health Law means the Occupational Safety and
Health Act of 1970 and any other federal, state, local or foreign statute, law,
ordinance, code, rule, regulation, order or decree regulating, relating to or
imposing liability or standards of conduct concerning employee health and/or
safety.

Operating Cash Flow means, for any period, an amount equal to the
Consolidated Net Income (Loss) of the Financial Group for such period, plus, to
the extent deducted in calculating such Consolidated Net Income, (a) Interest
Expense and other financing costs and expenses for such period, (b)
depreciation and amortization (including, without limitation, amortized
telemarketing center costs) for such period, (c) all taxes, whether or not
deferred, in each case, expensed in such period, and (d) other non-cash
expenses (other than any non-cash expense to the extent that it represents an
accrual of or reserve for cash expenses in any future period or amortization of
a pre-paid cash expense that was paid in a prior period) and all extraordinary
and non-recurring expenses as determined in accordance with GAAP for such
period.

For purposes of calculating Operating Cash Flow for the four Fiscal Quarters
most recently completed prior to any date on which an action is taken that
requires a calculation of the Senior Secured Leverage Ratio, the Total Leverage
Ratio and/or the Net Leverage Ratio, (a) any Person that is a Restricted
Subsidiary on such date (or would become a Restricted Subsidiary in connection
with the transaction that requires the determination of such ratio) shall be
deemed to have been a Restricted Subsidiary at all times during such period,
(b) any Person that is not a Restricted Subsidiary on such date (or would cease
to be a Restricted Subsidiary in connection with the transaction that requires
the determination of such ratio) shall be deemed not to have been a Restricted
Subsidiary at any time during such period, (c) if any Borrower or any
Restricted Subsidiary shall have in any manner acquired or disposed of any
operating business during or subsequent to such period, such calculation shall
be made on a pro forma basis on the assumption that such acquisition or
disposition has been completed on the first day of such period and (d) in the
case of a Restricted Subsidiary that is not a Wholly Owned Restricted
Subsidiary, the determination of the percentage of the Operating Cash Flow of
such Restricted Subsidiary that is to be included in the calculation of the
Senior Secured Leverage Ratio, the Total Leverage Ratio and the Net Leverage
Ratio shall be made on a pro forma basis on the assumption that the percentage
of the Companys common equity interest in such Restricted Subsidiary on the
first day of such period was equivalent to its common equity interest on the
date of the determination (it being understood, in the case of foregoing clause
(c), that if such pro forma calculations have been made in accordance with
Regulation S-X under the Exchange Act, such method of calculation (but not
necessarily the adjustments) shall be presumed to be acceptable). For the
purposes of this definition, the determination of the percentage of the
Operating Cash Flow of a Restricted Subsidiary that is not a Wholly Owned
Restricted Subsidiary that is to be included in the calculation of Operating
Cash Flow shall be made on a quarter by quarter basis based on the percentage
of the Companys common equity interest in such Restricted Subsidiary on the
last day of each quarter during the relevant period (it being understood that,
if such pro forma calculations for a quarter shall have been made in accordance
with Regulation S-X under the Exchange Act, such method of calculation (but not
necessarily the adjustments) shall be presumed to be acceptable).

Option Tax Indemnity Agreement means the letter agreement dated May 31,
1996 between FDTH and West Ferry relating to tax indemnification in connection
with the options proposals made pursuant to the Scheme.

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Organic Document means, relative to any Person, its certificate of
incorporation, its by-laws, its memorandum and articles of association,
partnership agreement, operating agreement, share designations or similar
organizational documents and all shareholder agreements, voting trusts and
similar arrangements applicable to any of its authorized shares of Capital
Stock.

Original
Administrative Agent  see the Recitals.

Original Issuing Bank  see the Recitals.

Original Lenders  see the Recitals.

Original Letters of Credit mean letters of credit issued by the Original
Issuing Bank which are cash collateralized and are not part of the Facilities.

Outside Payments  see the Section 10.9(b).

Palestine Post means The Palestine Post Limited, an Israeli corporation.

Paper
Purchase & Management Limited means Paper Purchase &
Management Limited, a limited liability company incorporated under the laws of England and
Wales.

Participant  see Section 15.10.

Participating Member State means any member state of the European
Community that adopts or has adopted the Euro as it lawful currency in
accordance with legislation of the Community relating to Economic and Monetary
Union.

Payment Date  see Section 6.2.4(d).

PBGC means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

Pension Plan means (a) a pension plan, as such term is defined in
Section 3(2) of ERISA, which is subject to title IV of ERISA (other than a
Multiemployer Plan), and to which the Company, any Subsidiary, or any ERISA
Affiliate may have any liability, including any liability by reason of having
been a substantial employer within the meaning of Section 4063 of ERISA at any
time during the preceding five years or by reason of being deemed to be a
contributing sponsor under Section 4069 of ERISA and (b) a pension plan, as
such term is defined in the Pension Benefits Act (Ontario) or under other
applicable pension laws, and to which the Company or any Subsidiary or any
trade or business of any of them may have any actual, contingent or potential
liability at any time during the preceding five years.

Permitted Payments  see Section 10.9(c).

Person means any natural person, corporation, partnership, limited
liability company, trust, association, governmental authority or unit, or any
other entity, whether acting in an individual, fiduciary or other capacity.

Pledge Agreements means the Hollinger International Pledge Agreement, the
Company Pledge Agreement, and each U.S. Pledge Agreement.

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Preferred Stock means, with respect to any Person, any Capital Stock of
any class or classes (however designated) which is preferred as to the payment
of dividends or distributions, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such Person, over the
Capital Stock of any other class in such Person.

Prepayment Premium  see Section 6.2.7(b).

Pricing Grid means the Pricing Grid set forth on Schedule 1.2.

Printing Joint Ventures means each of West Ferry (unless West Ferry has
become a Wholly Owned Restricted Subsidiary), Trafford Park and Paper Purchase
& Management Limited.

Purchase Money Lien  see Section 10.8(d).

Qualified Hedge Counterparty means any Person which, at the time the
applicable Hedging Agreement was entered into, was Wachovia Bank, a Lender or
an Affiliate of a Lender.

Recipient Taxes  see Section 7.6(a).

Redeemable Capital Stock means any Capital Stock that, either by its
terms, by the terms of any security into which it is convertible or
exchangeable or otherwise, is, or upon the happening of an event or passage of
time would be, required to be redeemed prior to the latest Stated Maturity Date
or is redeemable at the option of the holder thereof at any time prior to the
latest Stated Maturity Date, or is convertible into or exchangeable for debt
securities at any time prior to the latest Stated Maturity Date at the option
of the holder thereof; provided, however, that Redeemable Capital Stock shall
not include any Redeemable Capital Stock of the Company or any of its
Restricted Subsidiaries so long as such shares are owned by the Company or a
Restricted Subsidiary or by Hollinger International or one of its Affiliates
(provided such shares are pledged to the Administrative Agent).

Regulated Materials means any toxic substance, hazardous substance,
hazardous material, hazardous chemical or hazardous waste defined or qualifying
as such in (or for the purposes of) any Environmental Law, or any pollutant or
contaminant, and shall include, but not be limited to, petroleum, including
crude oil or any fraction thereof which is liquid at standard conditions of
temperature or pressure (60 degrees Fahrenheit and 14.7 pounds per square inch
absolute), any radioactive material, including, but not limited to, any source,
special nuclear or by-product material as defined at 42 U.S.C.
section 2011 et
seq., as amended from time to time, polychlorinated biphenyls and asbestos in
friable form or condition.

Related
Fund means, with respect to any Lender that is a fund that invests
in bank loans, any other fund that invests in bank loans and is managed or
advised by the same investment advisor as such Lender or by an Affiliate of
such investment advisor.

Required Lenders means Lenders having an aggregate Voting Percentage of
more than 50%.

Required Revolving Lenders means Revolving Lenders holding more than 50%
of the Revolving Commitments or, if such Revolving Commitments have expired or
terminated, more than 50% of the Revolving Loans.

Restricted Payments  see Section 10.9(a).

Restricted Subsidiary means each Subsidiary of any Borrower, other than
any Subsidiary designated from time to time by the Board of Directors of the
applicable Borrower as an Unrestricted

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Subsidiary in accordance with Section 10.26 of this Agreement or which is
otherwise an Unrestricted Subsidiary hereunder.

Restricted Subsidiary Obligor means any Restricted Subsidiary which is a
Borrower or Guarantor.

Restricted Subsidiary Investments  see Section 10.9(b)(iv).

Revolving Commitment Termination Date means the earliest of (a) September
30, 2008, and (b) such other date on which the Revolving Commitments shall
terminate pursuant to Section 12.

Revolving Commitments means the Tranche A Commitments and the Tranche B
Commitments.

Revolving Lender means, at any time, any Lender which then has a Revolving
Commitment or is owed a Revolving Loan or has a participation in any Letter of
Credit.

Revolving Loan means each of the Tranche A Loans and the Tranche B Loans.

Revolving Percentage means, relative to any Revolving Lender, the
percentage which (a) the amount of such Revolving Lenders Individual Revolving
Commitment is of (b) the aggregate amount of the Total Revolving Commitments of
all Revolving Lenders. The initial Revolving Percentage for each Revolving
Lender is set forth opposite such Revolving Lenders name on Schedule 1.1.

Scheme means the acquisition in August, 1996 by FDTH of the publicly held
shares of Telegraph not owned by FDTH or any of its Affiliates which was
effected by way of a Scheme of Arrangement under Section 425 of the Companies
Act of 1985.

SEC means the Securities and Exchange Commission.

Secured Obligations means, collectively, (a) the Obligations, and (b) any
obligation of a Borrower under any Hedging Agreement with a Qualified Hedge
Counterparty.

Security Agreements means the Company Security Agreement and each U.K.
Security Agreement.

Security Trustee means Wachovia Bank, N.A. in its capacity as security
trustee with respect to Loan Documents granting collateral security by the U.K.
Obligors.

Senior Secured Funded Debt means Total Funded Debt which constitutes
secured Total Funded Debt (excluding in any event the New High Yield Notes and
excluding in any event any other unsecured Total Funded Debt).

Senior Secured Leverage Ratio means, as of any time, the ratio of (a)
Senior Secured Funded Debt as of such time to (b) Operating Cash Flow for the
most recently ended Computation Period.

Sole Lead Arranger means Wachovia Securities.

Standard & Poors means Standard and Poors Ratings Services, a division
of The McGraw Hill Companies, Inc. or any successor rating agency.

State means any state in the United States or the District of Columbia.

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Stated Amount means, with respect to any Letter of Credit at any date of
determination, the maximum aggregate amount available thereunder at any time
during the then ensuing term of such Letter of Credit under any and all
circumstances, plus the aggregate amount of all unreimbursed payments and
disbursements under such Letter of Credit.

Stated Maturity Date means (a) in the case of Term A Loans, September 30,
2008, (b) in the case of Term B Loans, September 30, 2009, and (c) in the case
of Incremental Loans, the date set forth in the applicable Supplement.

STDS means Sun Times Distribution Systems, Inc., a Delaware corporation.

Sterling and £ mean the lawful currency of the United Kingdom of Great
Britain and Northern Ireland.

Subordination Agreements means the Subsidiary Subordination Agreement, and
any other subordination agreement which may be executed from time to time by
the Company or any Restricted Subsidiary in favor of the Administrative Agent.

Subsidiary means any Person, a majority of the Voting Stock, membership
interests or other equity interests (in the case of Persons other than
corporations) of which is at the time owned, directly or indirectly, by the
Company and/or its other Subsidiaries. Unless the context otherwise requires,
each reference to Subsidiaries herein shall be a reference to Subsidiaries of
the Company; provided that none of HCNLP, West Ferry, Trafford Park, Paper
Purchase & Management Limited, The Newspaper Licensing Agency Limited, Brand
Movers Limited, Great West Newspaper Group Ltd., DTY Limited, ECO Log
Environmental Risk Information Service Ltd. and Fundata Canada Inc. shall be
deemed a Subsidiary of the Company for purposes of this Agreement unless and
until such time as the Company directly or indirectly owns 100% of the Voting
Stock of such Person.

Subsidiary Notes means, collectively, any promissory note issued, now or
in the future, by any Restricted Subsidiary of the Company in favor of the
Company or another Restricted Subsidiary which is a Restricted Subsidiary
Obligor each substantially in form and substance satisfactory to the
Administrative Agent and any extensions, renewals or amendments of any of the
foregoing.

Subsidiary Security Agreements means, collectively, any security agreement
or other security or collateral instrument or documents in form and substance
approved by the Administrative Agent issued or given by any Restricted
Subsidiary in favor of the Company or another Restricted Subsidiary which is a
Restricted Subsidiary Obligor, as the case may be, to secure Debt of such
Restricted Subsidiary under a Subsidiary Note.

Subsidiary Subordination Agreement means the subordination agreement dated
as of the Amendment Effective Date among certain Restricted Subsidiaries and
the Administrative Agent, substantially in the form of Exhibit F, as amended,
supplemented or otherwise modified from time to time.

Supplement  see Section 3.3.

Synthetic Lease means a lease transaction under which the parties intend
that (a) the lease will be treated as an operating lease by the lessee
pursuant to Statement of Financial Accounting Standards No. 13, as amended, and
(b) the lessee will be entitled to various benefits ordinarily available to
owners (as opposed to lessees) of like property. Debt under a Synthetic Lease
shall be an amount equal to the sum of (i) all rental obligations of such
Person as lessee under Synthetic Leases which are attributable to

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principal and (ii) all payment obligations of such Person under Synthetic
Leases assuming such Person exercises the option to purchase the leased
property at the end of the lease term.

TAHL means Telegraph Australian Holdings Limited, a company incorporated
under the laws of England and Wales and domesticated in the United States.

Tax Allocation Agreement means a tax allocation agreement substantially in
the form of Exhibit G executed by the Company and its Restricted Subsidiaries
incorporated in the United States, as amended, modified or supplemented from
time to time.

Tax Indemnity Agreements means, collectively, (a) the DT Holdings Limited
Group Relief Agreement dated June 23, 1992 among DTH, FDTH and Telegraph, (b)
the Deed of Indemnity dated June 23, 1992 entered into by Hollinger Inc., DTH
and FDTH in favor of Telegraph, (c) the Agreement Relating to the Surrender of
Advance Corporation Tax dated June 23, 1992 among DTH, FDTH and Telegraph and
(d) the Option Tax Indemnity Agreement.

Taxes and Tax, relative to any Person, means taxes, assessments or other
governmental charges, levies, imposts, deductions, charges or withholdings, and
all liabilities with respect thereto imposed upon such Person, its income or
any of its properties, franchises or assets (excluding, in the case of payments
made to a Lender or the Administrative Agent, the following taxes (all of the
following taxes being Excluded Taxes): (a) taxes imposed upon or measured by
the overall net income of such Lender or the Administrative Agent (including
franchise taxes imposed in lieu thereof) by the jurisdiction under the laws of
which such Lender or the Administrative Agent, as the case may be, is organized
or any political subdivision thereof or by the jurisdiction in which such
Lenders or the Administrative Agents Lending Office or principal office is
located or any political subdivision thereof, or (b) any branch profits taxes
imposed by the United States of America or any similar tax imposed by any other
jurisdiction described in clause (a) above).

Telegraph  see the Preamble.

Term A Lender means, at any time, any Lender which has a commitment to
make a Term A Loan under Section 2.1.3 or which is owed a Term A Loan; the
initial Term A Lenders are set forth on Schedule 1.1 as those Lenders with an
amount set forth across from their name under the heading Term A Loan.

Term A Loans means the Term A Loans made pursuant to Section 2.1.3.

Term A Percentage means, relative to any Term A Lender at any time, the
percentage which such Term A Lenders then outstanding, aggregate principal
amount of all Term A Loans is of the aggregate principal amount of Term A Loans
of all Term A Lenders. The initial Term A Percentage for each Term A Lender is
set forth opposite such Term A Lenders name on Schedule 1.1.

Term A Reduction Percentage means the percentage which (a) the sum of the
aggregate outstanding principal amount of Term A Loans is of (b) the sum of (i)
the aggregate outstanding principal amount of all Term A Loans plus (ii) the
aggregate outstanding principal amount of all Term B Loans plus (iii) the
aggregate outstanding principal amount of all Incremental Loans.

Term B Lender means, at any time, any Lender which has a commitment to
make a Term B Loan under Section 2.1.4 or which is owed a Term B Loan; the
initial Term B Lenders are set forth on Schedule 1.1 as those Lenders with an
amount set forth across from their name under the heading Term B Loan.

Term B Loan Offer  see Section 6.2.4(d).

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Term B Loans means the Term B Loans made pursuant to Section 2.1.4.

Term B Percentage means, relative to any Term B Lender at any time, the
percentage which such Term B Lenders then outstanding, aggregate principal
amount of all Term B Loans is of the aggregate principal amount of Term B Loans
of all Term B Lenders. The initial Term B Percentage for each Term B Lender is
set forth opposite such Term B Lenders name on Schedule 1.1.

Term B Reduction Percentage means the percentage which (a) the sum of the
aggregate outstanding principal amount of Term B Loans is of (b) the sum of (i)
the aggregate outstanding principal amount of all Term A Loans plus (ii) the
aggregate outstanding principal amount of all Term B Loans plus (iii) the
aggregate outstanding principal amount of all Incremental Loans.

Term Lenders means, collectively, the Term A Lenders and the Term B
Lenders.

Term Loan Reduction Amount means (a) with respect to Term A Loans, an
amount equal to the Term A Reduction Percentage of the Applicable Proceeds
Amount or Excess Cash Flow Payment, as the case may be, (b) with respect to
Term B Loans, an amount equal to the Term B Reduction Percentage of the
Applicable Proceeds Amount or Excess Cash Flow Payment, as the case may be and
(c) with respect to Incremental Loans, the Incremental Reduction Percentage of
the Applicable Proceeds Amount or Excess Cash Flow Payment, as the case may be.

Term Loans means, collectively, the Term A Loans and the Term B Loans.

Toronto Dominion means Toronto Dominion (Texas), Inc.

Total Funded Debt means Debt of the Financial Group pursuant to clauses
(a), (b), (d) (to the extent provided for in the last sentence of this
definition), (e), (f), (g), (h), (i), (j), and (k) (to the extent it
constitutes Debt described in the foregoing clauses) of the definition of Debt
including Capital Leases, Synthetic Leases, guarantees, and the outstanding
redeemable preference shares of any Restricted Subsidiary held by Persons other
than the Company or the Restricted Subsidiaries minus (to the extent otherwise
included in the aggregate Debt of the Financial Group) (x) Debt of the Company
to Restricted Subsidiaries and Debt of Restricted Subsidiaries to the Company
or to other Restricted Subsidiaries and (y) Original Letters of Credit. In the
event the amount of net obligations of the Company and its Restricted
Subsidiaries, if any, under Hedging Agreements (excluding Hedging Agreements
with respect to the Loans) (determined on a mark-to-market basis) exceeds
$10,000,000, the amount of such entire net obligations shall be included as
Total Funded Debt.

Total Leverage Ratio means, as of any time, the ratio of (a) Total Funded
Debt as of such time to (b) Operating Cash Flow for the most recently ended
Computation Period.

Total Outstanding Revolving Amount means, on any date, the sum of (a) the
Dollar Equivalent of the aggregate outstanding principal amount of all
Revolving Loans plus (b) the Dollar Equivalent of the Stated Amount of all
outstanding Letters of Credits as of such date.

Total Return Equity Swap means the OTC Single Forward Share Purchase
Transaction dated October 1, 1998, the Equity Forward Purchase Transaction
dated September 30, 1998, and any other forward share purchase arrangements
entered into by Hollinger International, together with any amendments,
modifications, or extensions thereof.

Total Revolving Commitments means $45,000,000, as reduced in accordance
with Section 6 hereof.

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Traded Newspaper Assets  see definition of Asset Swap.

Traded-For Newspaper Assets  see definition of Asset Swap.

Trafford Park means Trafford Park Printers Limited, a limited liability
company incorporated under the laws of England and Wales.

Tranche A Commitment means as to any Revolving Lender the commitment of
such Revolving Lender to make Tranche A Loans to and to issue or participate in
Tranche A Letters of Credit for the account of the Company pursuant to Section
2.1.1. The initial amount of the Tranche A Commitment of each Revolving Lender
is set forth on Schedule 1.1.

Tranche A Credit Extension means making any Tranche A Loan or issuing or
extending the expiry date of any Tranche A Letter of Credit.

Tranche A Letters of Credit  see Section 2.1.1.

Tranche A Loans  see Section 2.1.1.

Tranche A Outstanding Amount means, on any date, the sum of (a) the Dollar
Equivalent of the aggregate outstanding principal amount of all Tranche A Loans
plus (b) the Dollar Equivalent of the Stated Amount of all outstanding Tranche
A Letters of Credit as of such date.

Tranche B Commitment means as to any Revolving Lender the commitment of
such Revolving Lender to make Tranche B Loans to and to issue or participate in
Tranche B Letters of Credit for the account of Telegraph pursuant to Section
2.1.2. The initial amount of the Tranche B Commitment of each Revolving Lender
is set forth on Schedule 1.1.

Tranche
B Credit Extension  means making any Tranche B Loan or issuing or
extending the expiry date of any Tranche B Letter of Credit.

Tranche B Letters of Credit  see Section 2.1.2.

Tranche B Loans  see Section 2.1.2.

Tranche B Outstanding Amount means, on any date, the sum of (a) the Dollar
Equivalent of the aggregate outstanding principal amount of all Tranche B Loans
plus (b) the Dollar Equivalent of the Stated Amount of all outstanding Tranche
B Letters of Credit as of such date.

Treaty Lender  see Section 7.7.

Trilon Financing means the loan agreement and related documentation dated
September 30, 2002 between Hollinger International and Trilon International
Inc., as amended or otherwise modified prior to the Amendment Effective Date.

Trustee Proceeds means (a) the portion of the proceeds of Loans made on
the Amendment Effective Date which are deposited by the Administrative Agent
with the applicable Trustees on the Amendment Effective Date pursuant to
Section 11.1.18, and (b) any other funds deposited with such applicable
Trustees, in each case, pending their application as payment of the 1996 Senior
Subordinated Notes and the 1997 Senior Subordinated Notes.

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U.K. Obligor means any of HUKH, DTH, FDTH, Telegraph and each other U.K.
Subsidiary which is an Obligor, but shall not include TAHL.

U.K./Non U.S. Exemption Agreement  see Section 7.6.

U.K. Security Agreement means any debenture substantially in the form of
Exhibit B-2 (with such changes therein as are acceptable to the Administrative
Agent) executed pursuant to this Agreement on the Amendment Effective Date
(including each U.K. Security Agreement referred to in Section 11.1.7) or which
may hereafter be executed from time to time by any Restricted Subsidiary, as
such U.K. Security Agreements may be amended, supplemented or otherwise
modified from time to time.

U.K. Subsidiary means each Restricted Subsidiary incorporated under the
laws of England and Wales.

U.K. Subsidiary Guaranty means any guarantee substantially in the form of
Exhibit C-3 (with such changes therein as are acceptable to the Administrative
Agent) executed pursuant to this Agreement on the Amendment Effective Date
(including each U.K. Subsidiary Guaranty dated the Amendment Effective Date
referred to in Section 11.1.5) or which may hereafter be executed from time to
time by any U.K. Subsidiary, as such U.K. Subsidiary Guarantees may be amended,
supplemented, or otherwise modified from time to time.

U.K./U.S. Exemption Agreement  see Section 7.6.

Unmatured Event of Default means any event which if it continues uncured
will, with lapse of time or notice or lapse of time and notice, constitute an
Event of Default.

Unrestricted Subsidiary means any Subsidiary of any Borrower, which is not
a Restricted Subsidiary; provided, however, that a Person may not be designated
as an Unrestricted Subsidiary unless (a) the creditors of such Person have no
direct or indirect recourse (including recourse with respect to the payment of
principal or interest on indebtedness of such Unrestricted Subsidiary) to the
Borrowers or a Restricted Subsidiary and (b) a default by such Person on any of
its indebtedness will not result in, or permit any holder of indebtedness of
the Borrowers or a Restricted Subsidiary to declare, a default on such
indebtedness of the Borrowers or a Restricted Subsidiary or cause the payment
thereof to be accelerated or payable prior to its stated maturity. Any
subsidiary of an Unrestricted Subsidiary, and any subsidiary of any Borrower
organized under the laws of Canada or any province or territory thereof, and
each of Hollinger Digital Inc. and each of its Subsidiaries shall be an
Unrestricted Subsidiary.

U.S. Base Rate means the rate per annum determined by the Administrative
Agent to be the rate of interest announced by Wachovia Bank in Charlotte, North
Carolina as its reference rate for the determination of interest rates for
loans of varying maturities in Dollars to United States residents of varying
degrees of creditworthiness and being quoted at such time by Wachovia Bank in
Charlotte, North Carolina as its prime rate from time to time, changing when
and as said rate changes, it being understood that such rate is not necessarily
the lowest rate of interest provided to borrowers by the quoting institution.

U.S. Exemption Agreement  see Section 7.6.

U.S. Exemption Representation  see Section 7.6.

U.S. Pledge Agreement means a pledge agreement substantially in the form
of Exhibit D-3 (with such changes therein as are acceptable to the
Administrative Agent) executed pursuant to this Agreement on the Amendment
Effective Date (including each U.S. Pledge Agreement referred to in Section
11.1.6)

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or which may hereafter be executed from time to time with respect to the
Capital Stock of any U.S. Subsidiary, as such U.S. Pledge Agreements may be
amended, supplemented or otherwise modified from time to time.

U.S. Subsidiary means any Restricted Subsidiary organized under the laws
of any state in the United States of America or the District of Columbia.

U.S. Subsidiary Guaranty means the Third Amended and Restated Guaranty
dated as of the Amendment Effective Date executed by the U.S. Subsidiaries and
TAHL in favor of the Lenders and the Administrative Agent substantially in the
form of Exhibit C-2, as amended, supplemented or otherwise modified from time
to time.

Voting Percentage means, relative to any Lender at any time, the
percentage which:



| |                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) the sum of (i) such Lenders aggregate principal amount of Term
A Loans, plus (ii) such Lenders aggregate principal amount of Term B
Loans, plus (iii) such Lenders aggregate principal amount of Incremental
Loans, plus (iv) such Lenders Individual Revolving Commitment or,
following the termination of the Revolving Commitments, its Individual
Outstanding Revolving Amount

is of



| |                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) the sum of (i) the aggregate principal amount of all Term A
Loans, plus (ii) the aggregate principal amount of all Term B Loans, plus
(iii) the aggregate principal amount of Incremental Loans, plus (iv) the
Total Revolving Commitments or, following the termination of the
Revolving Commitments, the Total Outstanding Revolving Amount.

Each Lenders initial Voting Percentage is set forth opposite such Lenders
name on Schedule 1.1.

Voting Stock means stock of the class or classes pursuant to which the
holders thereof have the general voting power under ordinary circumstances to
elect at least a majority of the board of directors, managers or trustees
(irrespective of whether or not at the time stock of any other class or classes
shall have or might have voting power by reason of the happening of any
contingency).

Wachovia Bank  see the Preamble.

Wachovia Securities  see the Preamble.

Welfare Plan means a welfare plan, as such term is defined in Section
3(1) of ERISA, other than a multiemployer plan as such term is defined in
Section 3(37) of ERISA, or any other employee benefit plan or arrangement in
respect of which or in connection with which a Lien may arise pertaining to any
contribution obligation or other obligation thereunder as a matter of statute
or by operation of law, other than a Pension Plan or a multiemployer plan as
such term is defined in Section 3(37) of ERISA, to which the Company or any
Subsidiary or any trade or business of any of them may have any actual,
contingent or potential liability at any time during the preceding five years.

West Ferry means West Ferry Printers Limited, a limited liability company
incorporated under the laws of England and Wales.

Wholly Owned Restricted Subsidiary means a Restricted Subsidiary, all the
outstanding Capital Stock (other than directors qualifying shares) of which
are owned by the Company or another Wholly Owned Restricted Subsidiary.

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Withdrawal Liability has the meaning specified in Part I of Subtitle E of
Title IV of ERISA.

SECTION
2  Commitments of the Lenders; Types of Loans; Letters
of Credit; Borrowing Loan Accounts.

2.1 Commitments.

2.1.1 Tranche A Commitment. On and subject to the terms and conditions of
this Agreement, (a) each of the Revolving Lenders, severally and for itself
alone, agrees to make loans to the Company on a revolving basis (the Tranche A
Loans) from time to time before the Revolving Commitment Termination Date in
such Revolving Lenders Revolving Percentage of such aggregate amounts as the
Company may from time to time request from all Revolving Lenders under the
aggregate Tranche A Commitments, provided that (i) the aggregate principal
amount of all Tranche A Loans which all Revolving Lenders shall have
outstanding at any one time shall not exceed an amount equal to (A) the
aggregate amount of the Tranche A Commitments minus (B) the Stated Amount of
all outstanding Tranche A Letters of Credit and (ii) the making of such Loans
shall be subject to the limitation contained in Section 2.2(c); and (b) the
Issuing Bank agrees to issue Letters of Credit at the request of and for the
account of the Company (the Tranche A Letters of Credit), from time to time
before the Revolving Commitment Termination Date and, as more fully set forth
in Section 2.7, each Revolving Lender agrees to purchase a participation in
each such Tranche A Letter of Credit, provided that (i) the aggregate Stated
Amount of all Tranche A Letters of Credit shall not at any time exceed the
lesser of (A) the Dollar Equivalent of $25,000,000 or (B) an amount equal to
(x) the aggregate amount of the Tranche A Commitments minus (y) the aggregate
principal amount of all outstanding Tranche A Loans and (ii) the issuance of
such Letters of Credit shall be subject to the limitations contained in Section
2.2(e).

2.1.2 Tranche B Commitment. On and subject to the terms and conditions of
this Agreement, (a) each of the Revolving Lenders, severally and for itself
alone, agrees to make loans to Telegraph on a revolving basis (the Tranche B
Loans) from time to time before the Revolving Commitment Termination Date in
such Revolving Lenders Revolving Percentage of such aggregate amounts as
Telegraph may from time to time request from all Revolving Lenders under the
aggregate Tranche B Commitments, provided that (i) the aggregate principal
amount of all Tranche B Loans which all Revolving Lenders shall have
outstanding at any one time shall not exceed an amount equal to (A) the
aggregate amount of the Tranche B Commitments minus (B) the Stated Amount of
all outstanding Tranche B Letters of Credit and (ii) the making of such Loans
shall be subject to the limitations contained in Section 2.2(c); and (b) the
Issuing Bank agrees to issue Letters of Credit at the request and for the
account of Telegraph (the Tranche B Letters of Credit) from time to time
before the Revolving Commitment Termination Date and, as more fully set forth
in Section 2.7, each Revolving Lender agrees to purchase a participation in
each such Tranche B Letter of Credit, provided that (i) the aggregate Stated
Amount of all Tranche B Letters of Credit shall not at any time exceed the
lesser of (A) the Dollar Equivalent of $25,000,000 or (B) an amount equal to
(x) the aggregate amount of all Tranche B Commitments minus (y) the aggregate
principal amount of all outstanding Tranche B Loans and (ii) the issuance of
such Letters of Credit shall be subject to the limitations contained in Section
2.2(e).

2.1.3 Term A Loan Commitment. On and subject to the terms and conditions
of this Agreement, each of the Term A Lenders, severally and for itself alone,
agrees to make, on the Amendment Effective Date, a loan to FDTH equal to its
Term A Percentage of the aggregate principal amount of Term A Loans requested
by FDTH from all Term A Lenders on such date; provided that the aggregate Term
A Loans requested shall not exceed $45,000,000.

2.1.4 Term B Loan Commitment. On and subject to the terms and conditions
of this Agreement, each of the Term B Lenders, severally and for itself alone,
agrees to make, on the Amendment Effective Date, a loan to FDTH equal to its
Term B Percentage of the aggregate principal

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amount of Term B Loans requested
by FDTH from all Term B Lenders on such date; provided that the aggregate Term
B Loans requested shall not exceed $220,000,000.

2.2  Lenders Not Required To Make Credit Extensions. The Borrowers may not
request, and no Revolving Lender will be required to make, any Credit Extension
if, immediately after giving effect to such Credit Extension, and the
application of the proceeds thereof to the extent applied to the repayment of
Credit Extensions,



| |                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------
| | (a) the Tranche A Outstanding Amount would exceed the aggregate
amount of the Tranche A Commitments,                    
|
| | (b) the Tranche B Outstanding Amount would exceed the aggregate
amount of the Tranche B Commitments,                    
|
| | (c) the Total Outstanding Revolving Amount would exceed the Total
Revolving Commitments,                                
|
| | (d) such Lenders Individual Outstanding Revolving Amount would
exceed such Lenders Individual Revolving Commitment, or
|
| | (e) the aggregate Stated Amount of all Letters of Credit would
exceed $25,000,000.                                      

2.3  Various Types of Loans.  (a)  Revolving Loans may be borrowed in
Dollars, or Alternate Currencies. Each Revolving Loan denominated in Dollars
shall be either a Floating Rate Loan or a Eurocurrency Loan (each a type of
Loan), as the Company or Telegraph, as the case may be, shall specify in the
related notice of borrowing or conversion pursuant to Section 2.4 or 2.5. Each
Revolving Loan denominated in an Alternate Currency shall be a Eurocurrency
Loan.

(b)  Term A Loans and Term B Loans may be borrowed in Dollars. Each Term A
Loan and Term B Loan may be divided into types which are either a Floating Rate
Loan or a Eurocurrency Loan, as FDTH shall specify in the related notice of
borrowing or conversion pursuant to Section 2.4 or 2.5.

(c)  Incremental Loans may be borrowed in Dollars or Sterling as indicated
in the applicable Supplement. Each Incremental Loan denominated in Dollars
shall be either a Floating Rate Loan or a Eurocurrency Loan (each a type of
Loan), as the applicable Borrower shall specify in the related notice of
borrowing or conversion pursuant to Section 2.4 or 2.5. Each Incremental Loan
denominated in Sterling shall be a Eurocurrency Loan.

(d)  Floating Rate Loans and Eurocurrency Loans may be outstanding at the
same time, provided that (i) not more than 12 different Interest Periods in the
aggregate shall be in effect at any one time under the Facilities, (ii) the
aggregate principal amount of each Eurocurrency Loan denominated in Dollars
shall at the time of each borrowing and conversion be at least $1,000,000 and
an integral multiple of $500,000, (iii) the aggregate principal amount of each
Eurocurrency Loan denominated in an Alternate Currency shall at all times be at
least the Dollar Equivalent of $1,000,000 and an integral multiple of
$500,000 and (iv) the aggregate principal amount of each Floating Rate
Loan shall at the time of each borrowing be at least the lesser of (A)
$1,000,000 and an integral multiple of $500,000 and (B) the remaining amount of
the applicable Facility. All borrowings, conversions and repayments of Loans,
subject to Section 4, shall be effected so that, within each Facility, each
Revolving Lender in the applicable Facility will have a pro rata share
(according to its Revolving Percentage) of all types and Groups of Revolving
Loans, each Term A Lender will have a pro rata share (according to its Term A
Percentage) of all types and Groups of Term A Loans, each Term B Lender will
have a pro rata share (according to its Term B Percentage) of all types and
Groups of Term B Loans and each Incremental

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Lender will have a pro rata share
(according to its Incremental Percentage) of all types and Groups of the
applicable tranche of Incremental Loans.

2.4  Borrowing Procedures. A Borrower shall give telephonic notice
(promptly followed by an executed Notice of Borrowing) to the Administrative
Agent of its proposed Loan not later than (a) in the case of a Floating Rate
Loan, 12:00 p.m. (New York City time) at least one Business Day prior to the
proposed date of such borrowing, and (b) in the case of a Eurocurrency Loan,
12:00 p.m. (New York City time) at least three Business Days prior to the
proposed date of such borrowing. Eurocurrency Loans having the same Interest
Period are sometimes called a Group. Each such notice shall be effective
upon receipt by the Administrative Agent, shall be irrevocable, and shall
specify the date, amount and type of borrowing and, in the case of a
Eurocurrency Loan, the applicable currency and initial Interest Period
therefor; provided, however, that anything in this Section 2.4 to the contrary
notwithstanding, any Loans advanced on the Amendment Effective Date shall be
advanced as Floating Rate Loans. Promptly upon receipt of such notice, the
Administrative Agent shall advise each Lender thereof. Not later than 12:00
p.m. (New York City time) on the date of a proposed borrowing, each Lender
shall provide the Administrative Agent (by fed wire) at the Administrative
Agents designated Lending Office with immediately available funds in the
applicable currency covering such Lenders applicable percentage of such
borrowing and, subject to the satisfaction of the conditions precedent set
forth in Section 11 with respect to such borrowing, the Administrative Agent
shall pay over the requested amount to the applicable Borrower on the requested
borrowing date. Each borrowing shall be on a Business Day. Each borrowing
denominated in Dollars shall be in an aggregate amount of at least $1,000,000
and an integral multiple of $500,000 and the aggregate principal amount of each
Group of Eurocurrency Loans in an Alternate Currency shall at all times be the
Dollar Equivalent of at least $1,000,000 and an integral multiple of $500,000.
To the extent funds are received from the Lenders, the Administrative Agent
shall make such funds available to the applicable Borrower (i) with respect to
Floating Rate Loans, at the Administrative Agents office in New York and (ii)
with respect to Eurocurrency Loans at the Administrative Agents Lending Office
for such currency, in each case by wire transfer to the account the applicable
Borrower shall have specified in its borrowing request in compliance with this
Agreement.

2.5  Procedures for Conversion of Type of Loan. Subject to the provisions
of Section 2.2, any Borrower may convert all or any part of its outstanding
Tranche A Loans, Tranche B Loans, Term A Loans, Term B Loans or Incremental
Loans into Loans of a different type by giving telephonic notice (promptly
followed by an executed Notice of Continuation/Conversion) to the
Administrative Agent not later than 10:00 a.m. (New York City time) (a) in the
case of conversion of a Floating Rate Loan into a Eurocurrency Loan in the same
currency, at least three Business Days prior to the proposed date of
conversion, and (b) in the case of conversion of a Eurocurrency Loan in one
currency to a Floating Rate Loan of the same currency on any date other than
the last day of the applicable Interest Period, at least two Business Days
prior to the proposed date of conversion. Each such notice shall be effective
upon receipt by the Administrative Agent, shall be irrevocable, and shall
specify the date and amount of such conversion, the Loan to be so converted,
the type of Loan to be converted into and, in the case of a conversion into a
Eurocurrency Loan, the initial
Interest Period therefor. Promptly upon receipt of such notice, the
Administrative Agent shall advise each Lender thereof. Subject to Sections 2.11 and 2.12, such Loan shall be so converted on the requested date of
conversion. Each conversion shall be on a Business Day. Notwithstanding the
foregoing, no Borrower shall be entitled to convert (a) Loans denominated in
one currency into Loans in another currency, (b) Eurocurrency Loans denominated
in an Alternate Currency into a Floating Rate Loan, (c) Loans under one
Facility into Loans under another Facility or (d) during the continuance of any
Event of Default, convert Floating Rate Loans into Eurocurrency Loans.

2.6  Letter of Credit Procedures. The Company or Telegraph, as the case
may be, shall give notice to the Issuing Bank of the proposed issuance of each
Letter of Credit on a Business Day which is at least three Business Days (or
such lesser period as to which the Issuing Bank may agree) prior to the

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proposed date of issuance of such Letter of Credit. Each such notice shall be
accompanied by a Letter of Credit Application, duly executed by the Company or
Telegraph, as the case may be (and if a Restricted Subsidiary is to be a
co-applicant, such Restricted Subsidiary), and in all respects satisfactory to
the Issuing Bank, together with such other documentation as the Issuing Bank
may reasonably request in support thereof, it being understood that each Letter
of Credit Application shall specify, among other things, the date on which the
proposed Letter of Credit is to be issued, the amount of the Letter of Credit,
the expiration date of such Letter of Credit (which shall not be later than the
earlier of (x) one year from the date of issuance and (y) five Business Days
prior to the Revolving Commitment Termination Date), the currency in which such
Letter of Credit is to be issued and whether such Letter of Credit is to be
transferable in whole or in part. Subject to the satisfaction of the
conditions precedent set forth in Section 11 with respect to the issuance of
such Letter of Credit, the Issuing Bank shall issue such Letter of Credit on
the requested issuance date. The Company shall not be entitled to request the
issuance of a Letter of Credit for the account of any Unrestricted Subsidiary,
any U.K. Obligor or any Restricted Subsidiary which is not a Restricted
Subsidiary Obligor and shall only be entitled to request Letters of Credit
denominated in Dollars. Telegraph shall not be entitled to request the
issuance of a Letter of Credit for the account of any Person other than itself
or a U.K. Obligor and shall only be entitled to request Letters of Credit
denominated in Sterling.

2.7 Participations in Letters of Credit. Concurrently with the
issuance of each Letter of Credit, the Issuing Bank shall be deemed to have
sold and transferred to each other Revolving Lender, and each other Revolving
Lender shall be deemed irrevocably and unconditionally to have purchased and
received from the Issuing Bank, without recourse or warranty, an undivided
interest and participation, to the extent of such other Revolving Lenders
Revolving Percentage, in such Letter of Credit and the applicable Borrowers
reimbursement obligations with respect thereto. For the purposes of this
Agreement, the unparticipated portion of each Letter of Credit shall be deemed
to be the Issuing Banks participation therein. The Issuing Bank hereby
agrees, upon request of any Revolving Lender, to deliver to such Revolving
Lender a list of all outstanding Letters of Credit, together with such
information related thereto as such other Lender may reasonably request.

2.8 Reimbursement Obligations. Each Borrower hereby unconditionally and
irrevocably agrees to reimburse the Issuing Bank for each payment or
disbursement made by the Issuing Bank under any Letter of Credit issued at its
request whether or not for its account honoring any demand for payment made by
the beneficiary thereunder, in each case on the date that such payment or
disbursement is made. Any amount not reimbursed on the date of such payment or
disbursement shall bear interest from and including the date of
such payment or disbursement to but not including the date that the
Issuing Bank is reimbursed by the applicable Borrower therefor, payable on
demand, at a rate per annum equal to (x) in the case of Letters of Credit
denominated in Dollars, the sum of the Alternate Base Rate plus the Applicable
Margin from time to time in effect (plus, at any time an Event of Default
exists, 2%), and (y) in the case of Letters of Credit denominated in Sterling,
the higher of (1) the sum of the Eurocurrency Rate (Reserve Adjusted) plus the
Applicable Margin from time to time in effect (plus, at any time an Event of
Default exists, 2%) and (2) the sum of the Alternate Base Rate plus the
Applicable Margin from time to time in effect (plus, at any time an Event of
Default exists, 2%). The Issuing Bank shall notify the applicable Borrower and
the Administrative Agent whenever any demand for payment is made under any
Letter of Credit by the beneficiary thereunder; provided,
however, that the
failure of the Issuing Bank to so notify the applicable Borrower or the
Administrative Agent shall not affect the rights of the Issuing Bank or the
Revolving Lenders in any manner whatsoever.

2.9 Limitation on the Issuing Banks Obligations. In determining whether
to pay under any Letter of Credit, the Issuing Bank shall have no obligation to
the Borrowers or any Revolving Lender other than to confirm that any documents
required to be delivered under such Letter of Credit appear to have been
delivered and appear to comply on their face with the requirements of such
Letter of Credit. Any action taken or omitted to be taken by the Issuing Bank
under or in connection with any Letter of

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Credit, if taken or omitted in the
absence of gross negligence and willful misconduct, shall not impose upon the
Issuing Bank any liability to the Borrowers or any Revolving Lender and shall
not reduce or impair any Borrowers reimbursement obligations set forth in
Section 2.8 or the obligations of the Lenders pursuant to Section 2.10.

2.10 Funding by Lenders to the Issuing Bank. If the Issuing Bank makes
any payment or disbursement under any Letter of Credit and the applicable
Borrower has not reimbursed the Issuing Bank in full for such payment or
disbursement by 10:00 a.m. (New York City time) on the date of such payment or
disbursement or if any reimbursement received by the Issuing Bank from the
applicable Borrower is or must be returned or rescinded upon or during any
bankruptcy, insolvency or reorganization of such Borrower or otherwise, each
Revolving Lender shall be obligated to pay to the Issuing Bank, in full or
partial payment of the purchase price of its participation in such Letter of
Credit, its pro rata share (according to its Revolving Percentage) of such
payment or disbursement (but no such payment shall diminish the obligations of
any Borrower under Section 2.8), and the Administrative Agent shall promptly
notify each Revolving Lender thereof. Each Revolving Lender irrevocably and
unconditionally agrees, severally and for itself alone, to so pay to the
Administrative Agent in immediately available funds for the Issuing Banks
account the amount of such Revolving Lenders Revolving Percentage of such
payment or disbursement. If and to the extent any Revolving Lender shall not
have made such amount available to the Administrative Agent by 2:00 p.m. (New
York City time) on the Business Day on which such Lender receives notice from
the Administrative Agent of such payment or disbursement (it being understood
that any such notice received after noon, New York City time, on any Business
Day shall be deemed to have been received on the next following Business Day),
such Revolving Lender agrees to pay interest on such amount to the
Administrative Agent for the Issuing Banks account forthwith on demand for
each day from and including the date such amount was to have been delivered to
the Administrative Agent to but excluding the date such amount is paid, at a
rate per annum equal to (a) for the first three days after demand, the Federal
Funds Rate from time to time in effect and (b) thereafter, the Alternate Base
Rate from time to time in effect. Any Revolving Lenders failure to make
available to the Administrative Agent its Revolving Percentage of any such
payment or disbursement shall not relieve any other Revolving Lender of its
obligation hereunder to make available to the Administrative Agent such other
Revolving Lenders Revolving Percentage of such payment, but no Revolving
Lender shall be responsible for the failure of any other Revolving Lender to make available to the Administrative Agent such other
Revolving Lenders Revolving Percentage of any such payment or disbursement.

2.11 Warranty. Each notice of borrowing and/or of conversion pursuant to
Section 2.4 or 2.5 and the delivery of each Letter of Credit Application
pursuant to Section 2.6 shall automatically constitute a warranty by the
Borrowers to the Administrative Agent and each Lender to the effect that on the
date of such requested borrowing or conversion or the issuance of the requested
Letter of Credit, as the case may be, (a) the warranties contained in Section 9
(excluding Sections 9.4, 9.6, 9.8 and 9.15 through 9.17) of this Agreement
shall be true and correct as of such requested date as though made on the date
thereof and (b) no Event of Default or Unmatured Event of Default shall have
then occurred and be continuing or would reasonably be expected to result
therefrom.

2.12 Conditions. Notwithstanding any other provision of this Agreement,
(a) no Lender shall be obligated to make any Loan, (b) no Lender shall be
obligated to convert into or permit the continuation at the end of the
applicable Interest Period of any Eurocurrency Loan, and (c) the Issuing Bank
shall not be obligated to issue any Letter of Credit if, in any such case, an
Event of Default or Unmatured Event of Default exists or would result
therefrom.

2.13 Determination of Dollar Equivalents. The Administrative Agent will
determine the Dollar Equivalent with respect to any Credit Extension
denominated in an Alternate Currency (a) on the date of any requested Credit
Extension or date of any requested continuation of any Credit Extension
denominated in an Alternate Currency, (b) as of the last Business Day of each
month, and (c) during the

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occurrence and continuation of an Event of Default,
such other dates as may be requested by the Required Lenders (but in no event
more frequently than once a week) (each such date being a Determination
Date).

2.14 Commitments Several. The failure of any Lender to make a requested
Loan on any date shall not relieve any other Lender of its obligation to make a
Loan on such date, but no Lender shall be responsible for the failure of any
other Lender to make any Loan to be made by such other Lender.

2.15 Loan Accounts. Each Lender shall record in its records the date and
amount of each Loan made by such Lender, each repayment or conversion thereof
and, in the case of each Eurocurrency Loan, the dates on which each Interest
Period for such Loan shall begin and end. The aggregate unpaid principal
amount so recorded shall be rebuttable presumptive evidence of the principal
amount owing and unpaid on such Lenders Loans. The failure to so record any
such amount or information or any error in so recording any such amount or
information shall not, however, limit or otherwise affect the obligations of
the Borrowers hereunder to repay when due the principal amount of the Loans
together with all interest accruing thereon.

2.16 Requesting Promissory Notes. Each Lender may, upon written request
to the Administrative Agent and the applicable Borrower, cause to have prepared
by the Administrative Agent and executed by the applicable Borrower,
and delivered to such Lender, promissory notes evidencing the Obligations
of such Borrower to such Lender.

SECTION 3 Incremental Facility.

3.1 Incremental Facility. The Company shall have the right, from time to
time, to request additional term loans (each such loan an Incremental Loan)
pursuant to an incremental facility (the Incremental Facility), provided that
at the time any tranche of Incremental Loans is issued pursuant to the
Incremental Facility, (a) no Unmatured Event of Default or Event of Default
shall have occurred and be continuing or result from the issuance of such
Incremental Loans, (b) the Company shall have delivered to the Administrative
Agent a Compliance Certificate, completed on a pro forma basis, giving effect
to the Incremental Loans, (c) the aggregate principal amount of all tranches
under the Incremental Facility hereunder shall not exceed $200,000,000, (d)
each tranche must be a term loan which is governed by the terms of this
Agreement and the other Loan Documents with terms and conditions no more
restrictive than those in effect with respect to the then existing Facilities,
(e) the Company or a Restricted Subsidiary Obligor which is a U.K. Subsidiary
or a U.S. Subsidiary must be the borrower (an Incremental Borrower)
thereunder, (f) the weighted average life and final maturity of each tranche
shall be at least six months longer than the weighted average life and final
maturity of the Term B Loans, (g) the applicable interest rates may differ from
the then existing Facilities, provided, however, if the Applicable Margin for
any tranche of Incremental Loans is more than 25 basis points higher than the
Applicable Margin for the Term B Loans, the Applicable Margin for the Term B
Loans shall be proportionately adjusted such that the Applicable Margin for any
tranche of Incremental Loans is no more than 25 basis points higher than the
Applicable Margin for the Term B Loans, and (h) any Incremental Loans shall be
issued at a price (including upfront fees and original issue discount, if any)
not lower than 99.50% of par.

3.2 Request for Incremental Facility. The Company shall provide notice to
the Administrative Agent of its desire for an Incremental Facility, the
proposed Incremental Borrower and amount thereof, and specifying the time
period within which each Lender is requested to respond (which shall in no
event be less than ten Business Days from the date of delivery of such notice
to the Lenders). Each Lender shall have the option (in its sole and complete
discretion) to subscribe for its proportionate share (or, if agreed to by the
Company and the Administrative Agent, more or less than its proportionate
share) of such proposed Incremental Facility according to its then-existing
Voting Percentage. In the

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event that Lenders do not subscribe for the entire
proposed Incremental Facility, one or more Persons meeting the qualifications
of an Eligible Assignee may be added as an Incremental Lender, subject to the
approval of the Company and the Administrative Agent.

3.3 Documentation of Incremental Facility. The terms of any tranche of
the Incremental Facility shall be set forth in a supplement to this Agreement
(a Supplement) in form and substance satisfactory to the Administrative
Agent, executed by the Administrative Agent, the Company, the applicable
Incremental Borrower and the Incremental Lenders with respect to such tranche
of the Incremental Facility. The applicable Incremental Borrower shall execute
and deliver to the Administrative Agent such assumptions, guarantees, security
documents, opinions and other documents as may be reasonably required by the
Administrative Agent. The consent of the Lenders who are not Incremental
Lenders shall not be necessary to the effectiveness of a Supplement provided
that it otherwise complies with the conditions of this Section 3 and such
Supplement may make technical changes to this Agreement to provide for
such tranche of the Incremental Facility.

SECTION 4 Interlender Agreements.

4.1 Allocation of Payments Prior to Acceleration. Prior to the
acceleration of the Loans of any Borrower following the occurrence of an Event
of Default, all payments by such Borrower of principal of, and interest on,
Credit Extensions of such Borrower shall be allocated to the Lenders as
follows, after giving effect to any reallocation:



| |                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) All payments of principal of, or interest on, Floating Rate
Revolving Loans of such Borrower shall be payable to each Revolving
Lender ratably in accordance with the aggregate principal amount of
Floating Rate Revolving Loans made by such Revolving Lender.                                                                                                                   
|
| | (b) All payments of principal of, or interest on, Eurocurrency
Revolving Loans of such Borrower in any currency and having any Interest
Period shall be payable to each Revolving Lender ratably in accordance
with the aggregate principal amount of such Eurocurrency Revolving Loans
denominated in such currency made by such Revolving Lender and having the
same Interest Period.
|
| | (c) All payments of principal of, or interest on, Term A Loans shall
be payable to the Term A Lenders ratably in accordance with each Term A
Lenders respective Term A Percentage.                                                                                                                                                                                                    
|
| | (d) Except as otherwise provided in Section 6.2.4, all payments of
principal of, or interest on, Term B Loans shall be payable to the Term B
Lenders ratably in accordance with each Term B Lenders respective Term B
Percentage.                                                                                                                                                     
|
| | (e) Except as otherwise provided in the applicable Supplement, all
payments of principal of, or interest on any tranche of Incremental Loans
shall be payable to the applicable Incremental Lenders ratably in
accordance with each Incremental Lenders respective Incremental
Percentage of such tranche.                                                                            
|
| | (f) All payments of any other amounts with respect to any principal,
interest or any other monetary Obligations of such Borrower (other than
those under Section 7.6, Section 8 or Section 15.14) shall be payable to
each Lender ratably in accordance with each Lenders respective
proportionate interest therein.                                                                  

4.2 Allocation of Payments After Acceleration. (a) Upon acceleration
of the Obligations pursuant to Section 12.2, to the extent necessary, each
Lender shall be deemed to have purchased for cash

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without recourse or warranty
from the other Lenders a participation interest in the Credit Extensions owing
to or participated in by each other Lender such that, after giving effect to
such purchase, each Lender shall have a participation in each Credit Extension
under each Facility made to any Borrower ratably in accordance with its
respective Voting Percentage.

(b)  If under any applicable bankruptcy, insolvency or other similar law,
any Lender receives a secured claim in lieu of a setoff to which this Section
applies, such Lender shall, to the extent practicable, exercise its rights in
respect of such secured claim in a manner consistent with the rights of the
Lenders entitled under this Section to share in the benefits of any recovery on
such secured claim. Each Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section may, to the fullest
extent permitted by law, exercise all its rights of payment (including pursuant
to Section 7.4) with respect to such participation as fully as if such Lender
were the direct creditor of such Borrower in the amount of such participation.

(c)  After acceleration of the Obligations pursuant to Section 12.2, all
payments of principal of, and interest on, Credit Extensions shall be allocated
to the Lenders as follows:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) On the date of acceleration of the Obligations pursuant to
Section 12.2 (but before giving effect to the deemed purchase referred to
above), the Administrative Agent shall compute the Voting Percentage for
each Lender.                                                                                                                                                                                                                                                                                                                                                                       
|
| | (ii) To the extent that amounts are received by the Administrative
Agent following the declaration of acceleration of the Obligations
pursuant to Section 12.2, the Administrative Agent shall pay all payments
of principal of, or interest on, Credit Extensions, or other Obligations
to each Lender ratably in accordance with such Lenders Voting
Percentage, regardless of the Obligor from which such payment is received
or the currency in which such payment is received and each Lender shall
determine the order of application of such payments to the Obligations
owed to such Lender.
|
| | (iii) Each Lender hereby authorizes the Administrative Agent to
effect such conversions of currencies as are necessary to effect the
provisions of this Section, at such times and at such rates as the
Administrative Agent may in a commercially reasonable manner determine.
At each Lenders option and upon prior written notification to the
Administrative Agent, any Alternate Currency Obligation of such Lender
shall be paid in Dollars.                                                                                                                                                  

4.3 Distribution of Collateral Proceeds.  (a)  All cash proceeds
received by the Administrative Agent in respect of any sale of, collection
from, or other realization upon all or any part of the Collateral after an
acceleration pursuant to Section 12.2 shall be distributed in whole or in part
by the Administrative Agent in the following order of priority:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) to the Administrative Agent in an amount equal to the Secured
Obligations owing to the Administrative Agent in such capacity, for
reasonable costs, fees, expenses or indemnities in connection with its
actions under the Loan Documents as of the date of such distribution and,
to the extent that the Lenders have reimbursed the Administrative Agent
for any such costs, fees or expenses, to the Lenders in an amount equal
to the amount so reimbursed;                                                                                                    
|
| | (ii) to the Lenders and the Qualified Hedge Counterparties in an
amount equal to the Secured Obligations due and owing to such Persons as
of the date of such distribution and to the Administrative Agent, to be
retained as Collateral in an amount equal to the undrawn amounts of
Letters of Credit, the reimbursement obligations for which when incurred
would constitute Secured Obligations; provided that in the event such
reimbursement obligations become owing to any Lender, the Administrative
Agent shall pay to such Lender the amount of cash held as

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Collateral therefore pursuant to this
clause (ii) and; provided, further, that to
the extent any such Letters of Credit shall expire or terminate undrawn
the amount held as Collateral therefor
pursuant to this clause in respect of such reimbursement obligations
shall be applied in accordance with the order of priorities set out in
this Section 4.3;                                                                                                                                                                                                                                                                                                                                                         
|
| | (iii) to the Administrative Agent to be retained as Collateral an
amount equal to any other contingent Secured Obligations not included in
clause (ii) above; provided that in the event such contingent Secured
Obligations become owing to the holder thereof, then the Administrative
Agent shall pay to such Person such amount of cash held as Collateral
therefore pursuant to this clause; and provided, further, that in the
event such contingent Secured Obligations fail to become absolute, then
the amount of cash held as Collateral therefor pursuant to this clause in
respect of such Secured Obligations shall be applied in accordance with
the order of priorities set out in this Section 4.3; and
|
| | (iv) to the extent of any surplus (but only after payment in full of
all Secured Obligations, direct or contingent, and whether or not then
due and payable) if any, to the Person lawfully entitled thereto, except
as may be provided otherwise by law, it being understood that the
Borrowers shall remain liable to the extent of any deficiency between the
amount of the proceeds of the Collateral and the aggregate of the sums
referred to in clauses (i) through (iii) of this Section 4.3.                                                                                                                                                                                                                  

During the pendency of any legal proceeding to determine whether any claim of
any Person is a Secured Obligation hereunder, the Administrative Agent shall
segregate any funds allocable to the Person whose claim is the subject of such
proceeding and hold such segregated funds until the matter has been resolved by
a final, non-appealable order of a court of competent jurisdiction. In the
event that funds to be distributed by the Collateral Agent pursuant to clause
(ii) or (iii) of this Section 4.3 shall be insufficient to pay in full the
Secured Obligations referred to therein, distributions made pursuant to any
such clause shall be made pro rata based on the aggregate amount of Secured
Obligations held by each Person referred to therein.

(b)  Until the Administrative Agent shall have distributed cash held by it
pursuant hereto, the Administrative Agent may invest such cash in Cash
Equivalent Investments and such Cash Equivalent Investments shall be retained
by the Administrative Agent as Collateral.

4.4 No Effect on Obligors. Nothing in this Section 4 shall affect the
rights and obligations of the Obligors under the Loan Documents.

SECTION
5 Interest and Fees.

5.1 Interest Rates. Each Borrower promises to pay interest on the unpaid
principal amount of each Loan for the period commencing on the date of such
Loan until such Loan is paid in full, as follows:



| |                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) at all times while such Loan is a Floating Rate Loan, at a rate
per annum equal to the sum of the Alternate Base Rate from time to time
in effect plus the Applicable Margin; and                                 
|
| | (b) at all times while such Loan is a Eurocurrency Loan, at a rate
per annum equal to the sum of the Eurocurrency Rate (Reserve Adjusted)
applicable to each Interest Period for such Loan plus the Applicable
Margin;

provided, however, that at any time an Event of Default has occurred and is
continuing, the interest rate applicable to (i) each Floating Rate Loan shall
be the sum of (x) the applicable Base Rate plus (y) the Applicable Margin plus
(z) 2% and (ii) each Eurocurrency Loan shall be the higher of (x) the sum of (A)

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the Eurocurrency Rate (Reserve Adjusted) plus (B) the Applicable Margin
plus (C) 2%, and (y) the sum of (A) the Alternate Base Rate plus (B) the
Applicable Margin plus (C) 2%.

5.2 Interest Payment Dates. Accrued interest on each Floating Rate Loan
shall be payable quarterly in arrears on the last Business Day of each Fiscal
Quarter and at maturity, commencing with the first of such dates to occur after
the date of such Loan. Accrued interest on each Eurocurrency Loan shall be
payable on the last day of each Interest Period relating to such Loan and, in
the case of Eurocurrency Loans with Interest Periods in excess of three months,
on each three-month anniversary of such Eurocurrency Loan and at maturity.
After maturity of any Loan, accrued interest on such Loan shall be payable on
demand.

5.3 Interest Periods. Each Interest Period for a Eurocurrency Loan
shall commence on the date such Eurocurrency Loan is made or converted from a
Floating Rate Loan, or (if such Eurocurrency Loan is a continuation of a prior
Eurocurrency Loan) on the expiration of the immediately preceding Interest
Period for such continued Eurocurrency Loan, and shall end on the date which is
one, two, three, or six months thereafter (and nine and twelve month options if
available from all of the Lenders participating in such Loan), as the
applicable Borrower may specify:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) in the case of an Interest Period which commences on the date a
Eurocurrency Loan is made or converted from a Floating Rate Loan, in the
related notice of borrowing or conversion pursuant to Section 2.4 or 2.5,
or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (b) in the case of a succeeding Interest Period with respect to any
continued Eurocurrency Loan, by telephonic notice (promptly followed by
an executed Notice of Continuation/Conversion) to the Administrative
Agent not later than 10:00 a.m. (New York City time) at least three
Business Days prior to the first day of such succeeding Interest Period,
it being understood that (i) each such notice shall be effective upon
receipt by the Administrative Agent and (ii) if the applicable Borrower
fails to give such notice or an Event of Default has occurred and is
continuing at the time of such notice, such Eurocurrency Loan, if
denominated in Dollars, shall automatically become a Floating Rate Loan
at the end of its then-current Interest Period or, if denominated in an
Alternate Currency, shall be continued as a Eurocurrency Loan denominated
in an Alternate Currency for an Interest Period of one month at a rate
per annum equal to the sum of (A) the Eurocurrency Rate (Reserve
Adjusted) plus (B) the Applicable Margin.

Each Interest Period that begins on the last day of a calendar month (or on a
day for which there is no numerically corresponding day in the appropriate
subsequent calendar month) shall end on the last Business Day of the
appropriate subsequent calendar month. Each Interest Period which would
otherwise end on a day which is not a Business Day shall end on the immediately
succeeding Business Day (unless such immediately succeeding Business Day is the
first Business Day of a calendar month, in which case such Interest Period
shall end on the immediately preceding Business Day). No Borrower may select
any Interest Period for a Eurocurrency Loan which would end after the Revolving
Commitment Termination Date or Stated Maturity Date, as the case may be, or
which would cause such Borrower to prepay such Eurocurrency Loans on a date on
which scheduled Loan payments for the applicable Facility are due.

5.4 Setting and Notice of Eurocurrency Rates. The applicable Eurocurrency Rate for each Interest Period shall be
determined by the Administrative Agent and notice thereof shall be given by the
Administrative Agent promptly to the applicable Borrower and each Lender. Each
determination of the applicable Eurocurrency Rate by the Administrative Agent
shall be conclusive and binding upon the parties hereto, in the absence of
demonstrable error. The Administrative Agent shall, upon written request of
any Borrower or any Lender, deliver to such Borrower or such Lender a statement
showing the computations used by the Administrative Agent in determining any
applicable Eurocurrency Rate hereunder.

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5.5 Computation of Interest. Interest shall be computed on Eurocurrency
Loans for the actual number of days elapsed on the basis of a year of 360 days
or, where the practice in the relevant interbank market differs, in accordance
with that market practice as determined by the Administrative Agent. Interest
shall be computed on Floating Rate Loans for the actual number of days elapsed
on the basis of a year of 365 or 366 days, as the case may be. The applicable
interest rate for each Floating Rate Loan shall change simultaneously with each
change in the Alternate Base Rate.

5.6 Commitment Fee. The Company shall pay to the Administrative Agent for
the account of each Revolving Lender a commitment fee equal to the Applicable
Commitment Fee Rate on the daily average of the unused amount of such Revolving
Lenders Individual Revolving Commitment. Such commitment fee shall accrue
from the Amendment Effective Date to but excluding the Revolving Commitment
Termination Date. Such commitment fee shall be payable in arrears on the last
Business Day of each Fiscal Quarter and on the Revolving Commitment Termination
Date, in each case for the period then ending for which such commitment fee
shall not have been theretofore paid. The commitment fee shall be computed for
the actual number of days elapsed on the basis of a year of 365 or 366 days, as
the case may be.

5.7
Letter of Credit Fees. (a)  The Company and Telegraph agree to
pay to the Administrative Agent for the account of the Revolving Lenders pro
rata according to their respective Revolving Percentages a letter of credit fee
for each Letter of Credit requested by such Borrower in an amount per annum of
the daily average of the aggregate Stated Amount of such Letter of Credit
(excluding any unreimbursed payment or disbursement thereunder) equal to the
Applicable Margin for Eurocurrency Loans from time to time.

(b)  The Company and Telegraph agree to pay to the Issuing Bank a fronting
fee in an amount equal to 1/8 of 1% per annum of the daily average of the
aggregate Stated Amount of each Letter of Credit requested by such Borrower
(excluding any unreimbursed payment or disbursement thereunder).

(c) 
The fees payable pursuant to clauses (a) and (b) above shall be
computed for the actual number of days elapsed on the basis of a year of 360
days and shall be payable in arrears on the last Business Day of each Fiscal
Quarter and on the Revolving Commitment Termination Date for the period from
and including the date of the issuance of the applicable Letter of Credit to
but excluding the date such payment is due or, if earlier, the date on which
such Letter of Credit expired or was terminated or was fully drawn.

(d)  In addition, with respect to each Letter of Credit requested by such
Borrower, the Company and Telegraph agree to pay to the Issuing Bank such fees
and expenses as the Issuing Bank
customarily requires in connection with the issuance, amendment, transfer,
negotiation, processing and/or administration of letters of credit.

5.8 Additional Fees. The Company agrees to pay to the Administrative
Agent and the Sole Lead Arranger such additional fees at such times and in such
amounts as set forth in the Fee Letter.

SECTION
6 Reduction or Termination of the Commitments; Repayments.

6.1 Reduction or Termination of the Commitments.

6.1.1 Voluntary Reduction or Termination of Revolving Commitments. (a)
The Company may from time to time prior to the Revolving Commitment Termination
Date, on at least three Business Days prior written notice received by the
Administrative Agent (which shall promptly advise each Revolving Lender
thereof), permanently reduce the Total Revolving Commitments to an amount not
less

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than the Total Revolving Outstanding Amount. Any reduction in the Total
Revolving Commitments shall permanently reduce the Tranche A Commitments and
Tranche B Commitments dollar for dollar. Any such reduction shall be in an
aggregate amount of $1,000,000 or integral multiples thereof.

(b)  The Company may at any time on like notice prior to the Revolving
Commitment Termination Date terminate all the Revolving Commitments upon
payment in full of the Total Revolving Outstanding Amount hereunder and the
expiration, cancellation or cash collateralization (on terms satisfactory to
the Administrative Agent and the Issuing Bank) of all outstanding Letters of
Credit.

(c)  All reductions of the Tranche A Commitments and Tranche B Commitments
shall be pro rata among the Revolving Lenders according to their Revolving
Percentages.

6.1.2 Mandatory Revolving Commitment Reduction. (a) Asset Sales. In the
event the Term A Loans, the Term B Loans and the Incremental Loans have been
paid in full, on the 270th day after the receipt by the Company or any of its
Restricted Subsidiaries of Net Cash Proceeds of any Asset Sales in an aggregate
amount greater than $10,000,000 since the Amendment Effective Date (an Asset
Reduction Date), the Total Revolving Commitments shall, without further
action, automatically and permanently be reduced by an amount equal to such Net
Cash Proceeds; provided that the foregoing shall not apply if the Company shall
have provided the Administrative Agent within such 270-day period with
satisfactory evidence that the Company or a Restricted Subsidiary has entered
into binding commitments to reinvest such Net Cash Proceeds, and in any event
such Net Cash Proceeds shall have been reinvested no later than the earlier of
(i) the occurrence of an Event of Default and (ii) 360 days after the receipt
of such Net Cash Proceeds by the Company or such Restricted Subsidiary in
similar assets located (x) in the United Kingdom if the assets disposed of in
such Asset Sale were located in the United Kingdom or (y) in the United States,
if such assets were not located in the United Kingdom. If such Net Cash
Proceeds are not so reinvested after the Company or a Restricted Subsidiary has
entered into binding commitments to reinvest such Net Cash Proceeds and has
provided the Administrative Agent with satisfactory evidence thereof as set
forth above, then the Asset Reduction Date shall be the date which is one
Business Day after the earliest of (A) the date on which such commitment
expires, (B) the occurrence of an Event of Default or (C) the expiration of
such 360-day period.

(b)  Debt Proceeds. In the event the Term A Loans, Term B Loans and the
Incremental Loans have been paid in full, on each date that is one Business Day
after the receipt of any Debt Proceeds, the Total Revolving Commitments shall,
without further action, automatically and permanently be reduced by an amount
equal to such Debt Proceeds.

(c)  Casualty Events. In the event the Term A Loans, Term B Loans and the
Incremental Loans have been paid in full, on the 270th day after the receipt by
the Company or any of its Restricted Subsidiaries of Net Cash Proceeds
resulting from a Casualty Event (a Casualty Reduction Date), the Total
Revolving Commitments shall, without further action, automatically and
permanently be reduced by an amount equal to the Net Cash Proceeds from such
Casualty Event; provided that the foregoing shall not apply if the Company
shall have provided the Administrative Agent within such 270-day period with
satisfactory evidence that the Company or such Restricted Subsidiary has
entered into binding commitments to use such Net Cash Proceeds to restore,
repair or replace the affected assets, and in any such event Net Cash Proceeds
shall have been used to restore, repair or replace the affected assets no later
than the earlier of (i) the occurrence of an Event of Default and (ii) 360 days
after the receipt of such Net Cash Proceeds by the Company or such Restricted
Subsidiary. If such Net Cash Proceeds are not so reinvested after the Company
or a Restricted Subsidiary has entered into binding commitments to reinvest
such Net Cash Proceeds and has provided the Administrative Agent with
satisfactory evidence thereof in accordance with the above, then the Casualty
Reduction Date shall be the date which is one Business Day after the earliest
of (x) the date on which such commitment expires, (y) the occurrence of an
Event of Default or (z) the expiration of such 360-day period.

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(d)  Excess Cash Flow Payments. In the event the Term A Loans, the Term B
Loans and the Incremental Loans have been paid in full, on April 15 of each
year, commencing on April 15, 2004, the Total Revolving Commitment shall,
without further action, automatically and permanently be reduced by an amount
equal to the Excess Cash Flow Payment.

6.1.3 Application of Mandatory Revolving Commitment Reductions to
Revolving Facilities. Mandatory commitment reductions shall be applied pro
rata on a dollar for dollar basis to each of the Tranche A Commitments and the
Tranche B Commitments.

6.2 Prepayments.

6.2.1 Mandatory Prepayments due to Revolving Commitment Reductions. If,
after giving effect to any reduction of the Revolving Commitments pursuant to
Section 6.1, (a) the Total Outstanding Revolving Amount under any Facility
exceeds the aggregate amount of the Revolving Commitments for such Facility,
the Borrower or Borrowers under such Facility will make an immediate repayment
of Credit Extensions in an amount equal to such excess (rounded upward, if
necessary, to an integral multiple of $250,000) or (b) the Total Outstanding
Revolving Amount exceeds the Total Revolving Commitments, the Company will make
an immediate repayment of Credit Extensions in an amount equal to such excess
(rounded upward, if necessary, to an integral multiple of $250,000).

6.2.2 Mandatory Prepayments of Revolving Loans due to Currency
Fluctuations. Promptly (and in any event within three Business Days) following
receipt of any notice that the Administrative Agent shall have determined on
any Determination Date that the Dollar Equivalent of the aggregate amount of
all Credit Extensions under any Facility in respect of Revolving Commitments
exceeds the Revolving Commitments for such Facility then in effect, the
Borrower or Borrowers under such Facility shall make a mandatory prepayment of
the outstanding principal amount of the Credit Extensions under such Facility
in an amount equal to such excess.

6.2.3 Term A Loan Payments. (a) Scheduled Payments. (i) FDTH shall, on
each of the dates set forth in Schedule 6.2.3, make a payment equal to the
percentage of the original aggregate principal amount of the Term A Loans set
forth against such date.

(ii)  On the applicable Stated Maturity Date, FDTH shall repay all
outstanding Term A Loans in full.

(b)  Net Cash Proceeds, Excess Cash Flow Payments. (i) Allocation of
Term Loan Reduction Amount. In the event of receipt of Debt Proceeds or Net
Cash Proceeds of any Asset Sale or Casualty Event (subject to the limitations
set forth below), or if any Excess Cash Flow Payment is due, FDTH shall repay
Term A Loans in the applicable Term Loan Reduction Amount. In determining the
amount to be offered to each Term A Lender, the Administrative Agent shall
determine the Term A Reduction Percentage as of such date.

(ii)  Debt Proceeds. On the date which is one Business Day after receipt
of Debt Proceeds, FDTH shall repay Term A Loans in an amount equal to each Term
A Lenders Term A Percentage of the applicable Term Loan Reduction Amount of
such Debt Proceeds allocated to the Term A Loans pursuant to Section 6.2.3(b)(i).

(iii)  Asset Sales. On each Asset Reduction Date, FDTH shall repay Term A
Loans in an amount equal to each Term A Lenders Term A Percentage of the
applicable Term Loan Reduction Amount resulting from such Asset Sale allocated
to the Term A Loans pursuant to Section 6.2.3(b)(i); provided that the
foregoing shall not apply if the Company shall have provided the Administrative
Agent within such 270-day period with satisfactory evidence that the Company or
such Restricted Subsidiary, as

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the case may be, has entered into commitments to
reinvest such Net Cash Proceeds, and in any event such Net Cash Proceeds shall
have been reinvested no later than the earlier of (x) the occurrence of an
Event of Default and (y) 360 days after the receipt of such Net Cash Proceeds,
in similar assets located (A) in the United Kingdom, if the assets disposed of
in such Asset Sale were located in the United Kingdom or (B) in the United
States, if such assets were not located in the United Kingdom. If such Net Cash
Proceeds are not so reinvested after the Company or a Restricted Subsidiary has
entered into binding commitments to reinvest such Net Cash Proceeds and has
provided the Administrative Agent with satisfactory evidence thereof as set
forth above, then the payment described above shall be made on the date which
is one Business Day after the earliest of (1) the date on which such commitment
expires, (2) the occurrence of an Event of Default or (3) the expiration of
such 360 day period.

(iv)  Casualty Proceeds. On each Casualty Reduction Date, FDTH shall repay
Term A Loans in an amount equal to each Term A Lenders Term A Percentage of
the applicable Term Loan Reduction Amount of the Net Cash Proceeds relating to
such Casualty Event allocated to the Term A Loans pursuant to Section 6.2.3(b)(i); provided, that the foregoing shall not apply if the Company or a
Restricted Subsidiary, as the case may be, shall have provided the
Administrative Agent within such 270-day period
with satisfactory evidence that the Company or a Restricted Subsidiary, as
the case may be, has entered into commitments to restore, repair or replace the
affected assets, and in any event such Net Cash Proceeds shall have been used
to restore, repair or replace the affected assets no later than the earlier of
(x) the occurrence of an Event of Default and (y) 360 days after the receipt of
such Net Cash Proceeds. If such Net Cash Proceeds are not so used after the
Company or a Restricted Subsidiary has entered into binding commitments to
reinvest such Net Cash Proceeds and has provided the Administrative Agent with
satisfactory evidence thereof as set forth above, then a payment described
above shall be made on the date which is one Business Day after the earliest of
(A) the date on which such commitment expires, (B) the occurrence of an Event
of Default or (C) the expiration of such 360 day period.

(c)  Excess Cash Flow. On April 15 of each year, commencing on April 15,
2004, FDTH shall repay Term A Loans in an amount equal to such Term A Lenders
Term A Percentage of the applicable Term Loan Reduction Amount of such Excess
Cash Flow Payment allocated to the Term A Loans pursuant to Section 6.2.3(b)(i).

(d)  Refused Loan Payments. On each date that is one Business Day after a
Term B Loan Offer pursuant to Section 6.2.4(d) has expired, FDTH shall repay
Term A Loans in an amount equal to such Term A Lenders Term A Percentage of
the offered prepayment which was not accepted by the Term B Lenders. On each
date that is one Business Day after an offer to prepay Incremental Loans
pursuant to the applicable Supplement has expired, FDTH shall repay Term A
Loans in an amount equal to such Incremental Lenders Incremental Percentage of
the offered prepayment which was not accepted by the Incremental Lenders.

(e)  Application of Payments. All prepayments pursuant to this Section 6.2.3 shall be applied to unpaid scheduled installments of the Term A Loans of
such accepting Term A Lender pro rata.

6.2.4
Term B Loan Payments. (a) Scheduled Payments. (i) FDTH shall,
on each of the dates set forth in Schedule 6.2.4, make a payment equal to the
percentage of the original aggregate principal amount of the Term B Loans set
forth against such date.

(ii)  On the applicable Stated Maturity Date, FDTH shall repay all
outstanding Term B Loans in full.

(b)  Net Cash Proceeds. (i) Allocation of Term Loan Reduction Amount.
In the event of receipt of Debt Proceeds or Net Cash Proceeds of any Asset Sale
or Casualty Event (subject to limitations set forth below) or in the event an
Excess Cash Flow Payment is due, FDTH shall offer to repay Term B

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Loans in an
amount equal to such Term B Lenders Term B Percentage of the applicable Term
Loan Reduction Amount of such Debt Proceeds, Net Cash Proceeds of Asset Sales
or Casualty Events or Excess Cash Flow Payment, in each case in accordance with
Section 6.2.4(d).

(ii)  Debt Proceeds. On the date which is one Business Day after receipt
of Debt Proceeds, FDTH shall offer to repay Term B Loans in an amount equal to
such Term B Lenders Term B Percentage of the applicable Term Loan Reduction
Amount of such Debt Proceeds allocated to Term B Loans pursuant to Section 6.2.4(b)(i), in each case in accordance with Section 6.2.4(d).

(iii)  Asset Sales. On each Asset Reduction Date, FDTH shall offer to
repay Term B Loans in an amount equal to such Term B Lenders Term B Percentage
of the Term Loan Reduction Amount resulting from such Asset Sale allocated to
the Term B Loans pursuant to Section 6.2.4(b)(i); provided
that the foregoing shall not apply if the Company or a Restricted
Subsidiary, as the case may be, shall have provided the Administrative Agent
within such 270-day period, with satisfactory evidence that the Company or such
Restricted Subsidiary, as the case may be, has entered into commitments to
reinvest such Net Cash Proceeds, and in any event such Net Cash Proceeds shall
have been reinvested not later than the earlier of (x) the occurrence of an
Event of Default and (y) 360 days after the receipt of such Net Cash Proceeds,
in similar assets located (A) in the United Kingdom, if the assets disposed of
in such Asset Sale were located in the United Kingdom, or (B) in the United
States if such assets were not located in the United Kingdom. If such assets
are not so reinvested after the Company or a Restricted Subsidiary has entered
into binding commitments to reinvest such Net Cash Proceeds and has provided
the Administrative Agent with satisfactory evidence thereof as set forth above,
then the offer described above shall be made on the date which is one Business
Day after the earliest of (1) the date on which such commitment expires, (2)
the occurrence of an Event of Default or (3) the expiration of such 360 day
period.

(iv)  Casualty Proceeds. On each Casualty Reduction Date, FDTH shall
offer to repay Term B Loans in an amount equal to such Term B Lenders Term B
Percentage of the Term Loan Reduction Amount of the Net Cash Proceeds relating
to such Casualty Event allocated to the Term B Loans pursuant to Section 6.2.4(b)(i); provided that the foregoing shall not apply if the Company or such
Restricted Subsidiary, as the case may be, shall have provided the
Administrative Agent within such 270-day period, with satisfactory evidence
that the Company or a Restricted Subsidiary, as the case may be, has entered
into commitments to restore, repair or replace the affected the assets and in
any event such Net Cash Proceeds shall have been used to restore the subject
assets no later than the earlier of (x) the occurrence of an Event of Default
and (y) 360 days after the receipt of such Net Cash Proceeds. If such Net Cash
Proceeds are not so used after the Company or a Restricted Subsidiary has
entered into binding commitments to reinvest such Net Cash Proceeds and has
provided the Administrative Agent with satisfactory evidence thereof as set
forth above, then a payment described above shall be made on the date which is
one Business Day after the earliest of (A) the date on which such commitment
expires, (B) the occurrence of an Event of Default or (C) the expiration of
such 360 day period.

(c)  Excess Cash Flow Payments. On April 15 of each year, commencing on
April 15, 2004, FDTH shall offer to repay Term B Loans in an amount equal to
such Term B Lenders Term B Percentage of the Term Loan Reduction Amount of
each Excess Cash Flow Payment allocated to the Term B Loans pursuant to Section 6.2.4(b)(i) in each case in accordance with Section 6.2.4(d). All prepayments
pursuant to this Section 6.2.4(c) shall be made without any Prepayment Premium.

(d)  Term B Loan Offer. Within five days following the receipt of any Debt
Proceeds, upon the making of any voluntary prepayment pursuant to Section
6.2.6(d) or (e), on each Asset Reduction Date, on each Casualty Reduction Date
and on each date an Excess Cash Flow Payment is due, FDTH shall offer to prepay
Term B Loans in an amount equal to the Term Loan Reduction Amount allocable to

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such Debt Proceeds, Net Cash Proceeds of Asset Sales or Casualty Events or
Excess Cash Flow Payment pursuant to Section 6.2.4(b)(i) (the Term B Loan
Offer) in accordance with the following procedure:

(i)  FDTH shall send the Administrative Agent and each Term B Lender a
notice setting forth (x) the event giving rise to the Term B Loan Offer, a
calculation of the Term Loan Reduction Amount and the prepayment amount
allocable to such Term B Lenders Term B Loans; (y) that the Term B Lender has
the right to require FDTH to repay Term B Loans in an amount equal to the
applicable Term Loan Reduction Amount; and (z) the proposed date of repayment
(the Payment Date) of the Term B Loans (which shall be a Business Day no
earlier than 10 Business Days nor later than 20 Business Days from the date
such Term B Loan Offer is mailed).

(ii)  Term B Lenders electing to have Term B Loans repaid will be required
to provide notice thereof to FDTH and the Administrative Agent at the address
specified in the notice at least three
Business Days prior to the Payment Date, such election to be irrevocable.
Such election shall set forth the principal amount of Term B Loans which such
Term B Lender elects to have repaid.

(iii)  Each Term B Loan Offer shall expire on the applicable Payment Date.

(iv)  Notwithstanding the foregoing, in the event that (x) such Term B
Loan Offer is accompanied by a Prepayment Premium or (y) the Term A Loans have
been repaid in full and FDTH is making a mandatory prepayment in order to
comply with any of the financial covenants set forth in Section 10.6 (in which
case no Prepayment Premium is required to be paid), the Term B Lenders shall
not have the right to refuse any mandatory prepayment set forth in such Term B
Loan Offer.

(v)  On the applicable Payment Date, FDTH shall repay Term B Loans
together with any applicable Prepayment Premium or, if applicable, shall repay
those Term B Loans as to which an election of repayment has been made in
accordance with clause (ii) above.

(e)  All prepayments shall be applied to the unpaid scheduled installments
of the Term B Loans of such accepting Term B Lender pro rata.

6.2.5 Incremental Loan Payments. (a) Scheduled Payments. Each
Incremental Borrower shall make payments of such Incremental Borrowers
Incremental Loans on the dates and in the amounts set forth in the applicable
Supplement.

(b)  Net Cash Proceeds. (i) Allocation of Term Loan Reduction Amount.
In the event of receipt of Debt Proceeds or Net Cash Proceeds of any Asset
Sale or Casualty Event (subject to limitations set forth below) or in the event
an Excess Cash Flow Payment is due, each Incremental Borrower shall offer to
repay Incremental Loans in an amount equal to such Incremental Lenders
Incremental Percentage of the applicable Term Loan Reduction Amount of such
Debt Proceeds, Net Cash Proceeds of Asset Sales or Casualty Events or Excess
Cash Flow Payment, in each case in accordance with Section 6.2.5(d).

(ii)  Debt Proceeds. On the date which is one Business Day after receipt
of Debt Proceeds, each Incremental Borrower shall offer to repay Incremental
Loans in an amount equal to such Incremental Lenders Incremental Percentage of
the applicable Term Loan Reduction Amount of such Debt Proceeds allocated to
Incremental Loans pursuant to Section 6.2.5(b)(i), in each case in accordance
with Section 6.2.5(d).

(iii)  Asset Sales. On each Asset Reduction Date, each Incremental Borrower
shall offer to repay Incremental Loans in an amount equal to such Incremental
Lenders Incremental Percentage of the Term Loan Reduction Amount resulting
from such Asset Sale allocated to the Incremental Loans

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pursuant to Section 6.2.5(b)(i); provided that the foregoing shall not apply if the Company or a
Restricted Subsidiary, as the case may be, shall have provided the
Administrative Agent within such 270-day period, with satisfactory evidence
that the Company or such Restricted Subsidiary, as the case may be, has entered
into commitments to reinvest such Net Cash Proceeds, and in any event such Net
Cash Proceeds shall have been reinvested not later than the earlier of (x) the
occurrence of an Event of Default and (y) 360 days after the receipt of such
Net Cash Proceeds, in similar assets located (A) in the United Kingdom, if the
assets disposed of in such Asset Sale were located in the United Kingdom, or
(B) in the United States if such assets were not located in the United Kingdom.
If such assets are not so reinvested after the Company or a Restricted
Subsidiary has entered into binding commitments to reinvest such Net Cash
Proceeds and has provided the Administrative Agent with satisfactory evidence
thereof as set forth above,
then the offer described above shall be made on the date which is one
Business Day after the earliest of (1) the date on which such commitment
expires, (2) the occurrence of an Event of Default or (3) the expiration of
such 360 day period.

(iv)  Casualty Proceeds. On each Casualty Reduction Date, each
Incremental Borrower shall offer to repay Incremental Loans in an amount equal
to such Incremental Lenders Incremental Percentage of the Term Loan Reduction
Amount of the Net Cash Proceeds relating to such Casualty Event allocated to
the Incremental Loans pursuant to Section 6.2.5(b)(i); provided that the
foregoing shall not apply if the Company or such Restricted Subsidiary, as the
case may be, shall have provided the Administrative Agent within such 270-day
period, with satisfactory evidence that the Company or a Restricted Subsidiary,
as the case may be, has entered into commitments to restore, repair or replace
the affected the assets and in any event such Net Cash Proceeds shall have been
used to restore the subject assets no later than the earlier of (x) the
occurrence of an Event of Default and (y) 360 days after the receipt of such
Net Cash Proceeds. If such Net Cash Proceeds are not so used after the Company
or a Restricted Subsidiary has entered into binding commitments to reinvest
such Net Cash Proceeds and has provided the Administrative Agent with
satisfactory evidence thereof as set forth above, then a payment described
above shall be made on the date which is one Business Day after the earliest of
(A) the date on which such commitment expires, (B) the occurrence of an Event
of Default or (C) the expiration of such 360 day period.

(c)  Excess Cash Flow Payments. On April 15 of each year, commencing on
April 15, 2004, each Incremental Borrower shall offer to repay Incremental
Loans in an amount equal to such Incremental Lenders Incremental Percentage of
the Term Loan Reduction Amount of each Excess Cash Flow Payment allocated to
the Incremental Loans pursuant to Section 6.2.5(b)(i) in each case in
accordance with Section 6.2.5(d). All prepayments pursuant to this Section 6.2.5(c) shall be made without any Prepayment Premium.

(d)  Incremental Loan Offer. Within five days following the receipt of any
Debt Proceeds, upon the making of any voluntary prepayment pursuant to Section
6.2.6(f) or (g), on each Asset Reduction Date, on each Casualty Reduction Date
and on each date an Excess Cash Flow Payment is due, each Incremental Borrower
shall offer to prepay Incremental Loans in an amount equal to the Term Loan
Reduction Amount allocable to such Debt Proceeds, Net Cash Proceeds of Asset
Sales or Casualty Events or Excess Cash Flow Payment pursuant to Section 6.2.5(b)(i) (the Incremental Loan Offer) in accordance with the following
procedure:

(i)  Each Incremental Borrower shall send the Administrative Agent and
each Incremental Lender a notice setting forth (x) the event giving rise to the
Incremental Loan Offer, a calculation of the Term Loan Reduction Amount and the
prepayment amount allocable to such Incremental Lenders Incremental Loans; (y)
that the Incremental Lender has the right to require such Incremental Borrower
to repay Incremental Loans in an amount equal to the applicable Term Loan
Reduction Amount; and (z) the proposed date of repayment (the Payment Date)
of the Incremental Loans (which shall be a Business

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Day no earlier than 10
Business Days nor later than 20 Business Days from the date such Incremental
Loan Offer is mailed).

(ii)  Incremental Lenders electing to have Incremental Loans repaid will
be required to provide notice thereof to each Incremental Borrower and the
Administrative Agent at the address specified in the notice at least three
Business Days prior to the Payment Date, such election to be irrevocable. Such
election shall set forth the principal amount of Incremental Loans which such
Incremental Lender elects to have repaid.

(iii)  Each Incremental Loan Offer shall expire on the applicable Payment
Date.

(iv)  Notwithstanding the foregoing, in the event that (x) such Incremental
Loan Offer is accompanied by a Prepayment Premium or (y) the Incremental Loans
have been repaid in full and such Incremental Borrower is making a mandatory
prepayment in order to comply with any of the financial covenants set forth in
Section 10.6 (in which case no Prepayment Premium is required to be paid), the
Incremental Lenders shall not have the right to refuse any mandatory prepayment
set forth in such Incremental Loan Offer.

(v)  On the applicable Payment Date, each Incremental Borrower shall
repay Incremental Loans together with any applicable Prepayment Premium or, if
applicable, shall repay those Incremental Loans as to which an election of
repayment has been made in accordance with clause (ii) above.

(e)  All prepayments shall be applied to the unpaid scheduled installments
of the Incremental Loans of such accepting Incremental Lender pro rata

6.2.6 Voluntary Prepayments. (a) A Borrower may from time to time prepay
its Revolving Loans in whole or in part, provided that such Borrower shall give
the Administrative Agent (which shall promptly advise each Revolving Lender)
not less than three Business Days prior written notice thereof, specifying the
Revolving Loans to be prepaid and the date and amount of prepayment.

(b)  FDTH may prepay its Term A Loans in whole, provided that FDTH (x)
simultaneously prepays its Term B Loans and Incremental Loans in whole and (y)
gives the Administrative Agent (which shall promptly advise each Term A Lender,
Term B Lender and Incremental Lender) not less than five Business Days prior
written notice thereof, specifying the date and amount of prepayment.

(c)  FDTH may from time to time prepay its Term A Loans in part, provided
that FDTH (x) makes a simultaneous offer to make a pro rata repayment of Term B
Loans and its Incremental Loans and (y) gives the Administrative Agent not less
than five Business Days prior written notice thereof, together with a Term B
Loan Offer and the appropriate notice for the Incremental Loans, specifying the
date and amount of prepayment of the Term A Loans.

(d)  FDTH may from time to time offer to repay its Term B Loans in part,
provided that FDTH (x) simultaneously makes a pro rata prepayment of Term A
Loans and offers to make a pro rata repayment of its Incremental Loans and (y)
submits a Term B Loan Offer in accordance with Section 6.2.4(d) and the
appropriate notice for the Incremental Loans setting forth the date and amount
of the prepayment; provided, further that if the Term A Loans have been prepaid
in full and FDTH is making a voluntary prepayment in order to comply with any
of the financial covenants set forth in Section 10.6, FDTH may from time to
time prepay on a pro rata basis (without submitting a Term B Loan Offer and the
appropriate notice for the Incremental Loans and without paying a Prepayment
Premium) its Term B Loans and Incremental Loans in part by giving five Business
Days prior written notice thereof to the Administrative Agent (which shall
promptly advise each Term B Lender and each Incremental Lender), specifying the
date and amount of prepayment, and the Term B Lenders and the Incremental
Lenders

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shall not have the right to reject such prepayment of the Term B Loans
and Incremental Loans; and provided, further that if such Term B Loan Offer is
accompanied by a Prepayment Premium, the Term B Lenders shall not have the
right to refuse any voluntary prepayment set forth in such Term B Loan Offer.

(e)  FDTH may repay its Term B Loans in whole, provided that FDTH (x)
simultaneously prepays its outstanding Term A Loans and Incremental Loans in
whole, (y) submits the appropriate notice for the Incremental Loans setting
forth the date and amount of the prepayment and (z) gives the
Administrative Agent (which shall promptly advise each Term A Lender, Term
B Lender and Incremental Lender) not less than five Business Days prior
written notice thereof, specifying the date and amount of prepayment.

(f)  Any Incremental Borrower may from time to time offer to repay on a pro
rata basis its Incremental Loans in part by submitting the appropriate notice
for the Incremental Loans setting forth the date and amount of the prepayment
(subject to the right of the applicable Incremental Lenders to refuse such
prepayment as set forth in the applicable Supplement), provided that (i) if the
Term A Loans have been prepaid in full and such Incremental Borrower is making
a voluntary prepayment in order to comply with any of the financial covenants
set forth in Section 10.6, such Incremental Borrower may from time to time
prepay on a pro rata basis (without submitting the appropriate notice for the
Incremental Loans) its Incremental Loans in part by giving five Business Days
prior written notice thereof to the Administrative Agent (which shall promptly
advise each Incremental Lender), specifying the date and amount of prepayment,
and the Incremental Lenders shall not have the right to reject such prepayment
of the Incremental Loans, and (ii) if such notice of prepayment is accompanied
by a Prepayment Premium, the applicable Incremental Lenders shall not have the
right to refuse any voluntary prepayment set forth in such notice of
prepayment.

(g)  Any Incremental Borrower may repay its Incremental Loans in whole,
provided that such Incremental Borrower (x) submits the appropriate notice for
the Incremental Loans setting forth the date and amount of the prepayment and
(y) gives the Administrative Agent (which shall promptly advise each Term A
Lender, Term B Lender and Incremental Lender) not less than five Business Days
prior written notice thereof, specifying the date and amount of prepayment.

(h)  Voluntary prepayments of the Term A Loans shall be applied to
scheduled installments of the Term A Loans pro rata. Voluntary prepayments of
the Term B Loans shall be applied to scheduled installments of the Term B Loans
of the Term B Lenders remaining unpaid pro rata. Voluntary prepayments of the
Incremental Loans shall be applied as set forth in the applicable Supplement.

(i)  Each partial prepayment of Loans shall be in a principal amount of at
least $1,000,000 and an integral multiple of $500,000 (or, in the case of Loans
denominated in Alternate Currencies, the Dollar Equivalent of $1,000,000 and an
integral multiple of $500,000).

6.2.7 All Prepayments. (a) All prepayments of Loans shall be allocated
pro rata among the Lenders according to their respective pro rata shares of the
prepaid Loans, in accordance with Section 4.2, Section 4.3, Section 6.2.3,
Section 6.2.4 or Section 6.2.5 (if applicable) and any prepayment of a Loan
shall include accrued interest to the date of prepayment on the principal
amount being repaid. Any prepayment of a Eurocurrency Loan on a day other than
the last day of an Interest Period therefor shall be subject to Section 8.4.

(b)  Except as otherwise expressly set forth herein, all prepayments of
Term B Loans and Incremental Loans (other than Excess Cash Flow Payments) shall
be subject to the following premium (a Prepayment Premium):

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| |                                                                                               
| | ----------------------------------------------------------------------------------------------
| | (i) with respect to Incremental Loans, the premium set forth in the
applicable Supplement; and
|
| | (ii) with respect to Term B Loans, the premium set forth below for
the applicable period:     

|                                                                                                                               |  |         |     |  
|------------------------------------------------------------------------------------------------------------------------------ |  | ------- | --- | -
|Period                                                                                                                         |  | Premium
|                                                                                                                               |  |        
|On or prior to the first anniversary of the Amendment Effective Date                                                           |  |         | 102 | %
|Day after the first anniversary of the Amendment Effective Date
through the second anniversary of the Amendment Effective Date |  |         | 101 | %
|Thereafter                                                                                                                     |  |         | 0%. |  

6.2.8 Revolving Commitment Termination Date. On the Revolving Commitment
Termination Date, (a) the Company shall repay to the Lenders the aggregate
principal amount of all Tranche A Loans outstanding on such date and shall
deliver to the Administrative Agent cash collateral in Dollars or Canadian
Dollars, as applicable, consisting of Cash Equivalent Investments or other cash
collateral acceptable to the Issuing Bank in an amount equal to the Dollar
Equivalent of the Stated Amount of all Tranche A Letters of Credit and (b)
Telegraph shall repay to the Lenders the aggregate principal amount of all
Tranche B Loans outstanding on such date and shall deliver to the
Administrative Agent cash collateral in Sterling or Dollars, as applicable,
consisting of Cash Equivalent Investments or other cash collateral acceptable
to the Issuing Bank in an amount equal to the Stated Amount of all Tranche B
Letters of Credit.

SECTION 7 Making and Proration of Payments; Setoff; Taxes.

7.1 Making of Payments. (a) All payments of principal or interest on
the Credit Extensions, and of all fees, shall be made by the Borrowers in the
applicable currency without set-off or counterclaim to the Administrative Agent
in immediately available funds at its designated Lending Office not later than
1:00 p.m. (Local Time) on the date due; and funds received after that hour
shall be deemed to have been received by the Administrative Agent on the next
following Business Day. The Administrative Agent shall promptly remit to each
Lender its share of all such payments received in collected funds by the
Administrative Agent for the account of such Lender; provided, however, that
the Administrative Agent shall only be obligated to pay receipts in Alternate
Currencies to accounts in the country of such currencies.

(b)  All payments under Sections 8.1 and 8.4 shall be made by the Borrowers
directly to the Lender or Lenders entitled thereto.

7.2 Application of Certain Payments. Except as otherwise expressly
provided herein, each payment of principal shall be applied to such Credit
Extensions as the Borrowers shall direct by notice to be received by the
Administrative Agent on or before the date of such payment or, in the absence
of such notice, as the Administrative Agent shall determine in its reasonable
discretion. Concurrently with each remittance to any Lender of its share of
any such payment, the Administrative Agent shall advise such Lender as to the
application of such payment.

7.3 Due Date Extension. If any payment of principal or interest with respect to any of the
Credit Extensions, or of any fees, falls due on a day which is not a Business
Day, then, except as

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otherwise provided in Section 5.3, such due date shall be
extended to the next following Business Day and, in the case of principal,
additional interest shall accrue and be payable for the period of any such
extension.

7.4 Setoff. Each Borrower agrees that the Administrative Agent and each
Lender have all rights of set-off and bankers lien provided by applicable law,
and in addition thereto, each Borrower agrees that at any time any Event of
Default has occurred and is continuing, the Administrative Agent and each
Lender may apply to any Obligation of such Borrower hereunder or under any
other Loan Document, whether or not then due, any and all balances, credits,
deposits, accounts or moneys of such Borrower then or thereafter with the
Administrative Agent or such Lender.

7.5 Proration of Payments. If any Lender shall obtain any payment or
other recovery (whether voluntary, involuntary, by application of offset or
otherwise) on account of principal of or interest on any Credit Extension (or
on account of its participation in any Letter of Credit) in excess of its pro
rata share of payments and other recoveries obtained by all Lenders on account
of principal of and interest on Credit Extensions (or such participations) then
held by them (other than (a) any non-pro rata interest payment resulting from a
Credit Extension being an Affected Loan or (b) any payment resulting from
replacement of a Lender pursuant to Section 8.7), such Lender shall purchase
from the other Lenders such participation in the Credit Extensions (or
sub-participations in Letters of Credit) held by them as shall be necessary to
cause such purchasing Lender to share the excess payment or other recovery
ratably with each of them; provided, however, that if all or any portion of the
excess payment or other recovery is thereafter recovered from such purchasing
Lender, the purchase shall be rescinded and the purchase price restored to the
extent of such recovery.

7.6 Tax Matters. (a) All payments by the Obligors in respect of
principal, interest, fees, indemnities and other amounts payable hereunder and
under the other Loan Documents shall be made to the recipient thereof without
setoff or counterclaim and free and clear of, and without withholding or
deduction for or on account of, any present or future Taxes now or hereafter
imposed on such recipient or its income, property, assets or franchises (such
recipients Recipient Taxes), except to the extent that such withholding or
deduction is required by applicable law. If any such withholding or deduction
is required by applicable law, the Borrowers shall take such steps as the
relevant Lender shall reasonably request to assist such Lender in recovering
such Taxes.

If any Obligor shall be required under applicable law to withhold or deduct any
Taxes from or in respect of any sum payable hereunder or under any other Loan
Document to any Lender or the Administrative Agent, the applicable Borrower
will:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) pay to the relevant authorities the full amount so required to
be withheld or deducted;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (B) promptly forward to the Administrative Agent an official receipt
or other documentation satisfactory to the Administrative Agent
evidencing such payment to such authorities; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (C) except to the extent that such withholding or deduction results
from the breach by the recipient (other than because of a change in law
or in the interpretation or application thereof on or after the date of
this Agreement) of its U.S. Exemption Agreement, U.K./U.S. Exemption
Agreement or U.K./Non U.S. Exemption Agreement, or such recipients U.S.
Exemption Representation, pay to the Administrative Agent for the account
of the relevant recipient such additional amount as is necessary to
ensure that the net amount actually received by such recipient will equal
the full amount such recipient would have received had no such
withholding or deduction been required.

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(b) In consideration of the Borrowers agreements in clause (a) of this
Section 7.6,



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) each Lender which is not organized under the laws of the United
States or a State thereof hereby agrees (such Lenders U.S. Exemption
Agreement), to the extent permitted by applicable law (including any
applicable double taxation treaty), to execute and deliver to the Company
and the Administrative Agent (x) as soon as reasonably practicable and in
any event no later than the first scheduled payment date after the
Amendment Effective Date (or, in the case of any Lender not a party to
this Agreement as of the Amendment Effective Date, the date such Lender
becomes a party to this Agreement), a United States Internal Revenue
Service Form  W-8BEN, or W-8ECI (or applicable successor form), completed
by such Lender acting reasonably and claiming a complete exemption from
withholding or deduction for or on account of U.S. Recipient Taxes of
such Lender, as the case may be, and (y) a new Form W-8BEN or a new
W-8ECI (or successor form), as appropriate, upon the expiration or
obsolescence of any previously delivered Form W-8BEN or W-8ECI (or
applicable successor form) or any relevant change in law or treaty.                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (ii) each Lender which is organized under the laws of the United
States or a State thereof, to the extent permitted by applicable law
(including any applicable double taxation treaty), hereby agrees (such
Lenders U.K/U.S. Exemption Agreement), to the extent necessary, to
avoid any withholding or deduction required by applicable law, to execute
and deliver to the Company and the Administrative Agent (x) as soon as
reasonably practicable and in any event no later than the first scheduled
payment date after the Amendment Effective Date (or, in the case of any
Lender not a party to this Agreement as of the Amendment Effective Date,
the date such Lender becomes a party to this Agreement), an Inland
Revenue Form FD-13 (or successor form), completed by such Lender acting
reasonably and claiming a complete exemption from withholding or
deduction for or on account of U.K. Recipient Taxes of such Lender, as
the case may be, and (y) a new Form FD-13 (or successor form), as
appropriate, upon the expiration of any previously delivered Form.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (iii) If a Lender is not organized under the laws of the United
States or a State thereof but is exempt (in whole or in part) from
withholding or deduction for or on account of U.K. Recipient Taxes, under
applicable law (including any applicable double taxation treaty), such
Lender hereby agrees, to the extent permitted by applicable law with
respect to itself only (such Lenders U.K./Non U.S. Exemption
Agreement), to the extent necessary to avoid any withholding or
deduction required by applicable law, to execute and deliver to its Tax
authority in its jurisdiction of residence (with a copy to the applicable
Borrower and the Administrative Agent) (x) within 20 Business Days of the
Amendment Effective Date (or, in the case of any Lender not a party to
this Agreement as of the Amendment Effective Date, the date such Lender
becomes a party to this Agreement), the appropriate Inland Revenue Form
with respect to such double taxation treaty (or successor form),
completed by such Lender acting reasonably and claiming a complete
exemption, as the case may be, from withholding or deduction for or on
account of U.K. Recipient Taxes of such Lender, and (y) a new Inland
Revenue Form upon the expiration of any previously delivered Form. The
Borrowers agree that no Lender shall be
required to disclose the identity of or request Inland Revenue Forms
from the beneficial owners represented by such Lender even if such
failure results in a Borrower being obligated to make payments pursuant
to Section 7.6(a).

(c)  Each Lender hereby represents and warrants (such Lenders U.S.
Exemption Representation) to the Company that on the Amendment Effective Date
(or, if later, the date it becomes a party to this Agreement) it is entitled to
receive payments of principal of, and interest on, Loans made by such Lender
without withholding or deduction for or on account of such Lenders Recipient
Taxes imposed by the United States of America.

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(d) The Borrowers jointly and severally agree to indemnify each Lender and
the Administrative Agent for the full amount of taxes and for the full amount
of Taxes of any kind imposed or asserted by any jurisdiction on amounts payable
in each case under this Section 7.6, imposed on or paid by such Lender or the
Administrative Agent, as the case may be, and any liability (including
penalties, additions to tax, interest and expenses) arising therefrom or with
respect thereto. Amounts payable by the Borrowers under the indemnity set
forth in this clause (d) shall be paid within 20 Business Days from the date on
which the applicable Lender or the Administrative Agent, as the case may be,
makes written demand therefor.

(e) If any Lender in its sole discretion acting in good faith determines
that it has finally and irrevocably received a refund in respect of Taxes, to
the extent that, pursuant to this Section 7.6, such Lender already has received
an additional amount from any Borrower attributable to such Taxes giving rise
to the refund, such Lender shall pay over the refund to such Borrower net of
all out-of-pocket expenses and without interest (other than interest paid by
the relevant governmental authority with respect to the refund); provided,
however, that such Borrower shall, upon request of such Lender, repay the
refund (plus penalties, interest or other charges imposed by the relevant
governmental authority) to such Lender if such Lender is required to repay the
refund to the relevant governmental authority. Nothing contained herein shall
(i) require such Lender to make its tax returns (or any other information
relating to its taxes which it deems confidential) available to such Borrower
or any other Person or (ii) interfere with the right of a Lender to manage its
tax affairs as such Lender deems appropriate.

(f)  (i) All consideration or other amounts payable under a Loan
Document by any party to any Lender, the Administrative Agent, the Issuing Bank
or the Sole Lead Arranger shall be deemed to be exclusive of any VAT (as
defined below). If any VAT is chargeable on any supply made by any such Person
to any party in connection with a Loan Document, that party shall pay to such
Person (in addition to and at the same time as paying the consideration or
other amount) an amount equal to the amount of the VAT.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  Where a Loan Document requires any party to reimburse any Lender,
the Administrative Agent, the Issuing Bank or the Sole Lead Arranger for any
costs or expenses, that party shall also at the same time pay and indemnify
such Person against all VAT incurred by such Person in respect of the costs or
expenses to the extent that such Person reasonably determines that it is not
entitled to credit or repayment of the VAT.
|
| | (iii)  For purposes of this clause (f), VAT means value added tax as
provided for in the United Kingdom Value Added Tax Act 1994 and any other Tax
of a similar nature whether imposed by the United Kingdom or any other
jurisdiction.                                                                                                                                                                                               

(g)  All obligations provided for in this Section 7.6 shall survive
repayment of the Obligations and any termination of this Agreement.

SECTION 8 Increased Costs; Special Provisions for Eurocurrency Loans.

8.1 Increased Costs.  (a)  If, after the Amendment Effective Date, the
adoption of any applicable law, rule or regulation, or any change therein, or
any change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or any Lending Office of
such Lender) with any request or directive (whether or not having the force of
law) of any such authority, central bank or comparable agency:

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) shall subject any Lender (or any Lending Office of such Lender)
to any tax, duty or other charge with respect to its Credit Extensions or
its obligation to make Credit Extensions, or shall change the basis of
tax on payments to any Lender of the principal of or interest on its
Credit Extensions or any other amounts due under this Agreement in
respect of its Credit Extensions or its obligation to make Credit
Extensions (except for changes in the rate of tax on the overall net
income of such Lender or its Lending Office imposed by the jurisdiction
under the laws of which such Lender is organized or any political
subdivision thereof or by the jurisdiction in which such Lenders
principal executive office or Lending Office is located); or
|
| | (ii) shall impose, modify or deem applicable any reserve (including
any reserve imposed by the Board of Governors of the Federal Reserve
System, but excluding any reserve included in the determination of
interest rates pursuant to Section 5), special deposit or similar
requirement against assets of, deposits with or for the account of, or
credit extended by any Lender (or any Lending Office of such Lender); or                                                                                                                                                                                                                                                                                                                                               
|
| | (iii) shall impose on any Lender (or its Lending Office) any other
condition affecting its Credit Extensions or its obligation to make
Credit Extensions;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

and the result of any of the foregoing is to increase the cost to (or in the
case of Regulation D of the Board of Governors of the Federal Reserve System,
to impose a cost on) such Lender (or any Lending Office of such Lender) of
making or maintaining any Eurocurrency Loan, or to reduce the amount of any sum
received or receivable by such Lender (or its Lending Office) under this
Agreement with respect thereto, then within 10 days after demand by such Lender
(which demand shall be accompanied by a statement setting forth in reasonable
detail the basis for and a calculation of the amount of such demand, a copy of
which shall be furnished to the Administrative Agent), the Borrowers shall pay
directly to such Lender such additional amount or amounts as will compensate
such Lender for such increased cost or such reduction.

(b)  If any Lender shall reasonably determine that the adoption or phase-in
of any applicable law, rule or regulation regarding capital adequacy, or any
change therein, or any change in the interpretation or administration thereof
by any governmental authority, central bank or comparable agency charged with
the interpretation or administration thereof, or compliance by any Lender (or
its Lending Office) or any Person controlling such Lender with any request or
directive regarding capital adequacy (whether or not having the force of law)
of any such authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on such Lenders or such controlling
Persons capital as a consequence of such Lenders obligations hereunder
(including such Lenders
obligations under the Revolving Commitments) to a level below that which
such Lender or such controlling Person could have achieved but for such
adoption, change or compliance (taking into consideration such Lenders or such
controlling Persons policies with respect to capital adequacy) by an amount
deemed by such Lender or such controlling Person to be material, then from time
to time, within 10 days after demand by such Lender (which demand shall be
accompanied by a statement setting forth in reasonable detail the basis for and
a calculation of the amount of such demand, a copy of which shall be furnished
to the Administrative Agent), the Borrowers shall pay to such Lender such
additional amount or amounts as will compensate such Lender or such controlling
Person for such reduction.

8.2 Basis for Determining Interest Rate Inadequate or Unfair. If with
respect to any Interest Period:



| |                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) deposits in Dollars or Alternate Currencies (in the applicable
amounts) are not being offered to the Administrative Agent in the
interbank eurocurrency market for such Interest Period, or the
Administrative Agent otherwise reasonably determines (which determination
shall be binding and conclusive on the Borrowers) that by reason of
circumstances affecting the interbank

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | eurocurrency market adequate and
reasonable means do not exist for ascertaining the applicable
Eurocurrency Rate;                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (b) two or more Lenders having an aggregate Revolving Percentage,
Incremental Percentage or Term A Percentage or Term B Percentage, as the
case may be, of 30% or more advise the Administrative Agent that the
Eurocurrency Rate (Reserve Adjusted) for its Loans as determined by the
Administrative Agent will not as determined in good faith by such Lenders
adequately and fairly reflect the cost to such Lenders of maintaining or
funding such Loans for such Interest Period (taking into account any
amount to which such Lenders may be entitled under Section 8.1); or
|
| | (c) Lenders having an aggregate Revolving Percentage, Incremental
Percentage or Term A Percentage or Term B Percentage, as the case may be,
of 30% or more advise the Administrative Agent that the making or funding
of Eurocurrency Loans has become impracticable as a result of an event
occurring after the date of this Agreement which in the opinion of such
Lenders materially affects such Loans;                                                                                                                                                                        

then the Administrative Agent shall promptly notify the other parties hereto
and, so long as such circumstances shall continue, (i) no Revolving Lender,
Incremental Lender or Term A Lender or Term B Lender, as the case may be, shall
be under any obligation to make, or convert any Floating Rate Loan into,
Eurocurrency Loans in the applicable currency and (ii) on the last day of the
current Interest Period for each Eurocurrency Loan in the applicable currency,
such Loan shall, unless then repaid in full, automatically convert to a
Floating Rate Loan.

8.3 Changes in Law Rendering Eurocurrency Loans Unlawful. In the event
that any change in (including the adoption of any new) applicable laws or
regulations, or any change in the interpretation of applicable laws or
regulations by any governmental or other regulatory body charged with the
administration thereof, should make it (or in the good faith judgment of any
Lender cause a substantial question as to whether it is) unlawful for any
Lender to make, maintain or fund Eurocurrency Loans, then such Lender shall
promptly notify each of the other parties hereto and, so long as such
circumstances shall continue, (a) such Lender shall have no obligation to make,
or convert any Floating Rate Loan into, Eurocurrency Loans (but shall make
Floating Rate Loans concurrently with the making of, or conversion into,
Eurocurrency Loans by the Lenders which are not so affected, in each case in an
amount equal to such Lenders pro rata share of all Eurocurrency Loans which
would be made or converted at such time in the absence of such
circumstances) and (b) on the last day of the current Interest Period for each
Eurocurrency Loan of such Lender (or, in any event, on such earlier date as may
be required by the relevant law, regulation or interpretation), such
Eurocurrency Loan shall, unless then repaid in full, automatically convert to a
Floating Rate Loan; provided, however, that each Eurocurrency Loan denominated
in an Alternate Currency must be repaid and reborrowed as a Floating Rate Loan
on such date. Each Floating Rate Loan made by a Lender which, but for the
circumstances described in the foregoing sentence, would be a Eurocurrency Loan
(an Affected Loan) shall remain outstanding for the same period as the Group
of Eurocurrency Loans of which such Affected Loan would be a part absent such
circumstances.

8.4 Funding Losses. Each Borrower hereby agrees that upon demand by any
Lender (which demand shall be accompanied by a statement setting forth the
basis for the calculations of the amount being claimed, a copy of which shall
be furnished to the Administrative Agent) such Borrower will indemnify such
Lender against any net loss or expense which such Lender may sustain or incur
(including any net loss or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund or
maintain any Eurocurrency Loan), as reasonably determined by such Lender, as a
result of (a) any payment or prepayment or conversion of any Eurocurrency Loan
of such Lender on a date other than the last day of an Interest Period for such
Loan (including any conversion

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pursuant to Section 8.3) or (b) any failure of
such Borrower to borrow or convert any Loans on a date specified therefor in a
notice of borrowing or conversion pursuant to this Agreement. For this
purpose, all notices to the Administrative Agent pursuant to this Agreement
shall be deemed to be irrevocable.

8.5 Right of Lenders to Fund through Other Offices. Each Lender may, if
it so elects, fulfill its commitment as to any Eurocurrency Loan by causing a
foreign branch or Affiliate of such Lender to make such Loan; provided that in
such event for the purposes of this Agreement such Loan shall be deemed to have
been made by such Lender and the obligation of the Borrowers to repay such Loan
shall nevertheless be to such Lender and shall be deemed held by it, to the
extent of such Loan, for the account of such branch or Affiliate.

8.6 Discretion of Lenders as to Manner of Funding. Notwithstanding any
provision of this Agreement to the contrary, each Lender shall be entitled to
fund and maintain its funding of all or any part of its Loans in any manner it
sees fit, it being understood, however, that for the purposes of this Agreement
all determinations hereunder shall be made as if such Lender had actually
funded and maintained each Eurocurrency Loan during each Interest Period for
such Loan through the purchase of deposits having a maturity corresponding to
such Interest Period and bearing an interest rate equal to the Eurocurrency
Rate for such Interest Period.

8.7 Mitigation of Circumstances; Replacement of Affected Lenders. (a)
Each Lender shall promptly notify the Company and the Administrative Agent of
any event of which it has knowledge which will result in, and will use
reasonable commercial efforts available to it (and not, in such Lenders good
faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid,
(i) any obligation by a Borrower to pay any amount pursuant to Section 7.6
(other than with respect to U.K. Recipient Taxes) or 8.1 and (ii) the
occurrence of any circumstances of the nature described in Section 8.2 or 8.3
(and, if any Lender has given notice of any such event described in clause (i)
or (ii) above and thereafter such event ceases to exist, such Lender shall
promptly so notify the Company and
the Administrative Agent). Without limiting the foregoing, each Lender
will designate a different funding office if such designation will avoid (or
reduce the cost to the Borrowers of) any event described in clause (i) or (ii)
of the preceding sentence and such designation will not, in such Lenders sole
judgment, be otherwise disadvantageous to such Lender.

(b)  At any time any Lender is an Affected Lender, the Company may replace
such Affected Lender as a party to this Agreement with one or more other
bank(s) or financial institution(s) reasonably satisfactory to the
Administrative Agent and, in the case of a Revolving Lender, the Issuing Bank
and, upon notice from the Company, such Affected Lender shall assign pursuant
to an Assignment Agreement, and without recourse or warranty, its Revolving
Commitment, if any, its Loans, its participation in Letters of Credit, if any,
and all of its other rights and obligations hereunder to such replacement
bank(s) or other financial institution(s) for a purchase price equal to the sum
of the principal amount of the Loans so assigned, all accrued and unpaid
interest thereon, its ratable share of all accrued and unpaid commitment fees
and Letter of Credit fees, any amounts payable under Section 8.4 as a result of
such Lender receiving payment of any Eurocurrency Loan prior to the end of an
Interest Period therefor and all other obligations owed to such Affected Lender
hereunder.

8.8 Conclusiveness of Statements; Survival of Provisions. Determinations
and statements of any Lender pursuant to Section 8.1, 8.2, 8.3 or 8.4 shall be
conclusive absent demonstrable error. Lenders may use reasonable averaging and
attribution methods in determining compensation under Sections 8.1 and 8.4, and
the provisions of such Sections shall survive repayment of the Loans,
cancellation or expiration of the Letters of Credit and any termination of this
Agreement.

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SECTION 9 Warranties.

To induce the Administrative Agent and the Lenders to enter into this
Agreement, the Issuing Bank to issue Letters of Credit and the Lenders to make
Loans, and purchase participations in Letters of Credit hereunder, each
Borrower warrants to the Administrative Agent, the Issuing Bank and the Lenders
as follows:

9.1 Organization, etc. Each Borrower is a corporation duly organized,
validly existing, and in good standing under the laws of its jurisdiction of
incorporation; each Restricted Subsidiary is a corporation duly organized,
validly existing and in good standing under the jurisdiction of its
incorporation; each Borrower and each Restricted Subsidiary is duly qualified
to do business in each jurisdiction where the nature of its business makes such
qualification necessary, except where the failure to be so qualified would not
have a Material Adverse Effect; and each Borrower and each Restricted
Subsidiary has full corporate power and authority to own its property and
conduct its business as presently conducted by it.

9.2 Authorization; No Conflict; Compliance with Laws. The execution and
delivery by each Borrower of this Agreement and each other Loan Document to
which it is a party, the borrowings hereunder, the execution and delivery by
each other Obligor of each Loan Document to which it is a party and the
performance by each of the Borrowers and each other Obligor of its obligations
under each Loan Document to which it is a party are within the corporate powers
of each Borrower and each other Obligor, as applicable, have been duly
authorized by all necessary corporate action on the part of each Borrower and
each other Obligor (including any
necessary shareholder and partner action), have received all necessary
governmental approval (if any shall be required), and do not and will not (a)
violate any provision of law or any order, decree or judgment of any court or
other government agency which is binding on the Borrowers or any Restricted
Subsidiary, (b) contravene or conflict with, or result in a breach of, any
provision of the Organic Documents of the Borrowers or any Restricted
Subsidiary or of any agreement, indenture, instrument or other document, or any
judgment, order or decree, which is binding on the Company or any Restricted
Subsidiary or (c) result in, or require, the creation or imposition of any Lien
on any property of the Borrowers or any Restricted Subsidiary (other than
pursuant to the Loan Documents). No Borrower or Restricted Subsidiary is in
violation of any law, rule, regulation (including, without limitation under the
Patriot Act, the Trading with the Enemy Act, the foreign assets control
regulations of the United States Treasury Department and Executive order 13224
of September 23, 2001) binding upon it which could have a Material Adverse
Effect.

9.3 Validity and Binding Nature. This Agreement is, and upon the
execution and delivery thereof each other Loan Document to which any Borrower
is a party will be, the legal, valid and binding obligation of such Borrower,
enforceable against such Borrower in accordance with its terms, except that
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors rights generally and by general principles of equity (regardless of
whether enforcement is sought in equity or at law); and each Loan Document to
which any other Obligor is a party will be, upon the execution and delivery
thereof by such Obligor, the legal, valid and binding obligation of such
Obligor, enforceable against such Obligor in accordance with its terms, except
that enforceability may be limited by bankruptcy, insolvency, fraudulent
conveyance, fraudulent transfer, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors rights generally and by
general principles of equity (regardless of whether enforcement is sought in
equity or at law).

9.4 Financial Information. (a) The audited consolidated financial
statements of Hollinger International as at December 31, 2001, and the
unaudited consolidated financial statements of Hollinger International as at
September 30, 2002, copies of which have been delivered to the Lenders, in each
case (i) are true and correct in all material respects, (ii) have been prepared
in accordance with GAAP

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consistently applied throughout the periods involved
(except as disclosed therein) and (iii) present fairly in all material respects
the consolidated financial condition of Hollinger International and its
Subsidiaries at such dates and the results of their operations for the periods
then ended.

(b)  The forecasted consolidated balance sheet, profits and loss statement
and cash flow statement of the Financial Group together with supporting details
and statement of underlying assumptions dated November 7, 2002, copies of which
have been delivered to each Lender, have been prepared by the Company in light
of the past operations of the business of the Financial Group and represent, as
of the date of this Agreement, the good faith estimate of the Company and its
senior management of the most probable course of the business of the Financial
Group after giving effect to such transactions.

9.5 No Material Adverse Change. Except as disclosed in Schedule 9.5, from
December 31, 2001 to the Amendment Effective Date, no event has occurred which,
individually or in the aggregate with other events, has had or is reasonably
likely to have a Material Adverse Effect.

9.6 Litigation and Contingent Liabilities. As of the Amendment Effective
Date, no litigation (including derivative actions), arbitration proceeding or
governmental proceeding is pending or, to the Companys knowledge, threatened
against the Company or any Restricted Subsidiary which, if adversely
determined, might have a Material Adverse Effect, except as set forth in
Schedule 9.6. Other than any liability incident to such litigation or
proceedings, as of the Amendment Effective Date neither the Company, nor any
Restricted Subsidiary has any material contingent liabilities not provided for
or disclosed in the financial statements referred to in clause (a) of Section
9.4 or listed in Schedule 9.6.

9.7 Ownership of Properties; Liens. Each of the Company and each
Restricted Subsidiary owns good and marketable title to, or a valid leasehold
interest in, all of its properties and assets, real and personal, tangible and
intangible, of any nature whatsoever (including patents, trademarks, trade
names, service marks and copyrights), except to the extent any failure to do so
would not reasonably be expected to have a Material Adverse Effect, free and
clear of all Liens, charges and claims (including infringement claims with
respect to patents, trademarks, copyrights and the like) except as permitted
pursuant to Section 10.8.

9.8 Subsidiaries. The Company has no Subsidiaries except those listed in
Schedule 9.8 as of the Amendment Effective Date and such Schedule contains a
true and complete description of all Dormant Subsidiaries and all Unrestricted
Subsidiaries (in each case labeled as such), as well as a true and complete
description of the corporate ownership structure of the Financial Group as it
will be immediately after the Amendment Effective Date, including details of
all minority shareholdings held in any member of the Financial Group, all
partnership and joint venture arrangements in which any member of the Financial
Group participates and all loans within the Financial Group in excess of
$1,000,000.

9.9 Pension, Welfare and Employee Benefit Plans. Except as disclosed to
the Lenders in writing prior to the date of this Agreement, during the
twelve-consecutive-month period prior to the date of the execution and delivery
of this Agreement or the making of any Credit Extension hereunder, (a) no steps
have been taken to terminate any Pension Plan or Welfare Plan which would be
reasonably likely to result in the Company or any of its Subsidiaries being
required to make a contribution to such Pension Plan or Welfare Plan, or
incurring a liability or obligation to such Pension Plan or Welfare Plan, in
excess of $2,000,000, (b) no contribution failure has occurred with respect to
any Pension Plan or Welfare Plan sufficient to give rise to a Lien under
Section 302(f) of ERISA or any other applicable law, and (c) each member of the
Financial Group is in compliance with applicable laws and contracts relating to
pension schemes (if any) from time to time operated by it or in which it
participates and each pension scheme is adequately provided for and funded in
accordance with applicable law. No condition exists or event or transaction
has occurred with respect to any Pension Plan or Welfare Plan which could
result in the

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incurrence by the Company or any of its Subsidiaries of any
material liability, fine or penalty under ERISA, the Code or any other
applicable law. Except as set forth on Schedule 9.9, the Company and its
Restricted Subsidiaries have no contingent liability with respect to any
post-retirement benefit under a Welfare Plan, other than liability for
continuation coverage described in Part 6 of subtitle B of title I of ERISA.
Each Employee Benefit Plan is in compliance in all material respects with all
laws, regulations and rules applicable thereto and the respective requirements
of the governing documents for such Employee Benefit Plan, except for any
non-compliance the consequences of which, in the aggregate, would not result in
a material obligation to pay money. With respect to any Employee Benefit Plan
of a Restricted Subsidiary organized outside the United States, (x) the
aggregate of the accumulated benefit obligations under all Employee Benefit
Plans does not exceed the current fair
market value of the assets held in the trusts or similar funding vehicles
for such Employee Benefit Plans, and (y) reasonable reserves have been
established in accordance with prudent business practice or where required by
ordinary accounting practices in the jurisdiction in which such Employee
Benefit Plan is maintained. There are no material actions, suits or claims
(other than routine claims for benefits) pending or, to the knowledge of the
Company, threatened against it or any of its Subsidiaries with respect to any
Employee Benefit Plan. None of the Company, any of its Subsidiaries or any
ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal
Liability exceeding $2,000,000 to any Multiemployer Plan.

9.10 Investment Company Act. Neither the Company nor any Restricted
Subsidiary is an investment company or a company controlled by an
investment company, within the meaning of the Investment Company Act of 1940,
as amended.

9.11 Public Utility Holding Company Act. Neither the Company nor any
Restricted Subsidiary is a holding company, or a subsidiary company of a
holding company, or an affiliate of a holding company or of a subsidiary
company of a holding company, within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

9.12 Regulations U and X. Neither the Company nor any of its Restricted
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying
Margin Stock.

9.13 Taxes. Each of the Company and each Restricted Subsidiary has filed
all income tax and other material tax returns and reports required by law to
have been filed by it and has paid all income taxes and other material taxes
and governmental charges thereby shown to be owing, except (a) as disclosed on
Schedule 9.6 and (b) for any such taxes or charges which are being diligently
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set aside on its books.

9.14 Solvency, etc. On the Amendment Effective Date (with respect to each
of the Borrowers and each Restricted Subsidiary listed on Schedule 9.8 which is
a Restricted Subsidiary Obligor), and immediately prior to and after giving
effect to each Credit Extension and the use of the proceeds thereof (with
respect to the Borrowers only), (a) the assets of each such Person will exceed
its liabilities, (b) each such Person will be solvent, will be able to pay its
debts as they mature, will own property with fair saleable value greater than
the amount required to pay its debts and will have capital sufficient to carry
on its business as then constituted, and (c) each such person which is
incorporated under the laws of England and Wales or Scotland will not be unable
to pay its debts within the meaning of Section 123 of the Insolvency Act 1986.

9.15 Insurance. Set forth on Schedule 9.15 is a complete and accurate summary of the
property, casualty and business interruption insurance program carried by the
Company and its Restricted Subsidiaries on the date of this Agreement,
including the insurers(s) name(s), policy number(s), expiration date(s),
amount(s) of coverage, type(s) of coverage, the annual premium(s), exclusions,

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deductibles and self-insured retention and a description in reasonable detail
of (a) any retrospective rating plan, fronting arrangement or other
self-insurance or risk assumption agreed to by the Company or any Restricted
Subsidiary or imposed upon the Company or any Restricted Subsidiary by any such
insurer and (b) any self-insurance program that is in effect.

9.16 Contracts; Labor Matters. Except as disclosed on Schedule 9.16: (a)
neither the Company nor any Restricted Subsidiary is a party to any contract or
agreement, or is subject to any charge, corporate restriction, judgment, decree
or order, which has a Material Adverse Effect; (b) no material labor contract
to which the Company or any Restricted Subsidiary is a party or is otherwise
subject is scheduled to expire prior to the Revolving Commitment Termination
Date; (c) neither the Company nor any Restricted Subsidiary has, within the
two-year period preceding the date of this Agreement, taken any action which
would have constituted or resulted in a plant closing or mass layoff within
the meaning of the Federal Worker Adjustment and Retraining Notification Act of
1988 or any similar applicable federal, State, local or foreign law or
redundancy on a large scale, and the Company has no reasonable expectation that
any such action is or will be required at any time prior to the Revolving
Commitment Termination Date; and (d) on the Amendment Effective Date there are
no strikes or walkouts relating to any labor contracts to which the Company or
any Restricted Subsidiary is a party or is otherwise subject.

9.17 Environmental and Safety and Health Matters. Except as disclosed on
Schedule 9.17, the Company and each of its Subsidiaries and each property,
operation and facility that the Company or any Subsidiary may own, operate or
control (a) complies in all material respects with (i) all applicable
Environmental Laws and (ii) all applicable Occupational Safety and Health Laws;
(b) is not subject to any judicial or administrative proceeding alleging the
violation of any Environmental Law or Occupational Safety and Health Law; (c)
has not received any notice (i) that it may be in violation of any
Environmental Law or Occupational Safety and Health Law, or (ii) threatening
the commencement of any proceeding relating to allegedly unlawful, unsafe or
unhealthy conditions or (iii) alleging that it is or may be responsible for any
response, cleanup, or corrective action, including any remedial
investigation/feasibility study, under any Environmental Law or Occupational
Safety and Health Law; (d) has not received any notice that it is the subject
of federal or State investigation evaluating whether any investigation,
remedial action or other response is needed to respond to (i) a spillage,
disposal or release or threatened release into the environment of any Regulated
Material, or (ii) any alleged violation of any Occupational Safety and Health
Law; (e) has not filed any notice under or relating to any Environmental Law or
Occupational Safety and Health Law indicating or reporting (i) any past or
present spillage, disposal or release (other than permitted releases) into the
environment of, or treatment, storage or disposal of (other than permitted
releases), any Regulated Material in excess of quantities requiring
notification under any Environmental Law, or (ii) any violation of any
Occupational Safety and Health Law and (f) to the best knowledge of the Company
has no material contingent liability in connection with (i) any actual or
potential spillage, disposal or release into the environment of, or otherwise
with respect to, any Regulated Material, whether on any premises owned or
occupied by the Company or any Subsidiary or on any other premises or (ii) any
unsafe or unhealthful condition. Except as disclosed on Schedule 9.17, there
are no Regulated Materials on, in or under any property or facilities, owned,
operated or controlled by the Company or any Subsidiary (except Regulated
Materials used in the ordinary course of the business of the Company and its
Subsidiaries and used, stored, handled, treated and disposed of in all material
respects in accordance with all applicable Environmental Laws and Occupational
Safety and Health Laws) that, under applicable Environmental
Laws or Occupational Safety and Health Laws (x) impose or could reasonably
be expected to impose a liability for removal, remediation, or other cleanup or
damage to natural resources, in an amount equal to or greater than $500,000;
(y) could reasonably be expected to have a Material Adverse Effect; or (z)
could reasonably be expected to result in the imposition of a Lien on the
property or other assets of the Company or its Subsidiaries.

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9.18 Information. All written information heretofore or contemporaneously
herewith furnished by or on behalf of the Company or any Restricted Subsidiary
to the Administrative Agent or any Lender for purposes of or in connection with
this Agreement and the transactions contemplated hereby (including without
limitation the information contained in the Confidential Information Memorandum
dated November, 2002 heretofore distributed to the Lenders) is, and all written
information hereafter furnished by or on behalf of the Company or any
Restricted Subsidiary to the Administrative Agent or any Lender pursuant hereto
or in connection herewith will be, when taken in its entirety with all other
written information provided hereunder, true and accurate in every material
respect on the date as of which such information is dated or certified, and
none of such information is or will be incomplete by omitting to state any
material fact necessary to make such information not misleading; provided,
however, that no representation is made as to any assumption or projection
included in any budget, business plan or other material except that such
assumptions or projections represent the reasonable good faith beliefs of the
Company. The Company has heretofore furnished to the Administrative Agent true
and complete final copies (in each case as in full force and effect) of all the
documents relating to New High Yield Notes, the Tax Indemnity Agreements, the
Tax Allocation Agreement, the 1996 Senior Subordinated Indenture, the 1997
Senior Subordinated Indenture, the 1997 Senior Indenture, and the Co-Operation
Agreement dated June 23, 1992 between Hollinger, Inc. and Telegraph.

9.19 Permitted Indebtedness, etc. The obligations of the Borrowers under
this Agreement and the other Loan Documents constitute Pari Passu
Indebtedness, Permitted Indebtedness and, in the case of Indebtedness of
FDTH and Telegraph hereunder, Permitted Subsidiary Indebtedness under the New
High Yield Notes.

9.20 Financial Assistance. The granting of the security interests, the
giving of the guarantees, and the incurrence of Loans and other Obligations by
Telegraph and the other U.K. Obligors as contemplated by the Loan Documents and
the implementation and consummation of any of the transactions contemplated
herein has not constituted or involved, and will not constitute or involve, any
arrangement amounting to unlawful financial assistance for the acquisition of
shares within the meaning of Section 151 of the Companies Act 1985.

9.21 Intellectual Property. The Intellectual Property required in order
to conduct the business of each member of the Financial Group (a) is
beneficially owned by or licensed to members of the Financial Group free from
any licenses to third parties which are materially prejudicial to the use of
that Intellectual Property, (b) will not be materially adversely affected by
the transactions contemplated by this Agreement and the other Loan Documents,
and (c) has not lapsed or been cancelled in any respect which would have a
Material Adverse Effect. All steps necessary have been taken to protect and
maintain such Intellectual Property, including, without limitation, paying
renewal fees where failure to do so would have or be reasonably likely to have
a Material Adverse Effect. No member of the Financial Group materially
infringes on any intellectual property right of any third party, and where the
Intellectual Property required in order to
conduct the business of the Financial Group is subject to any right,
permission to use, or license granted to or by any member of the Financial
Group, such agreement has not been breached in any way or terminated by any
party to the extent such breach or termination would have or be reasonably
likely to have a Material Adverse Effect.

SECTION
10 Covenants.

Until the Stated Maturity Date and thereafter until all obligations of the
Borrowers hereunder and under the other Loan Documents are paid in full and all
Letters of Credit have been terminated or expired (regardless of whether such
Letters of Credit have been cash collateralized), the Company agrees, and each
Borrower with respect to itself and its Restricted Subsidiaries agrees that,
unless at any time the Required Lenders shall otherwise expressly consent in
writing, it will:

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10.1 Reports, Certificates and Other Information. Furnish to the
Administrative Agent (with sufficient copies for each Lender, to be promptly
distributed by the Administrative Agent to each Lender) at its office:

10.1.1 Annual Report. Promptly when available and in any event within 90
days after the close of each Fiscal Year, a copy of the annual report of
Hollinger International and its Subsidiaries for such Fiscal Year, including
therein consolidated balance sheets of Hollinger International and such
Subsidiaries as of the end of such Fiscal Year and consolidated statements of
earnings and cash flows of Hollinger International and such Subsidiaries for
such Fiscal Year, which report (a) shall be prepared in accordance with GAAP
and certified by independent auditors of recognized national standing selected
by Hollinger International and reasonably acceptable to the Required Lenders,
in an audit report which shall be without qualification as to going concern or
scope and (b) shall be accompanied by a written statement from such auditors to
the effect that in making the examination necessary for the signing of such
audit report they have not become aware of any Event of Default or Unmatured
Event of Default that has occurred and is continuing or, if they have become
aware of any such event, describing it in reasonable detail.

10.1.2 Quarterly Reports. Promptly when available and in any event within
15 days following the date on which the report on Form 10-Q for Hollinger
International is required to be filed with the SEC for the first three Fiscal
Quarters of each Fiscal Year, consolidated balance sheets of Hollinger
International and its Subsidiaries as of the end of such Fiscal Quarter and
consolidated statements of earnings and consolidated statements of cash flows
for such Fiscal Quarter and for the period beginning with the first day of such
Fiscal Year and ending on the last day of such Fiscal Quarter, including a
comparison with the corresponding Fiscal Quarter and period of the previous
Fiscal Year and prepared in accordance with GAAP, together with a certificate
signed by one of the chief executive officer, the chief financial officer, the
chief operating officer or the Vice President-Finance of the Company to the
effect that such financial statements fairly present in all material respects
the financial condition and results of operations of Hollinger International
and such Subsidiaries as of the dates and periods indicated, subject to changes
resulting from normal year-end adjustments.

10.1.3 Certificates. Within 5 Business Days of the furnishing of a copy
of each annual report pursuant to Section 10.1.1 and contemporaneously with the
furnishing of each set of statements pursuant to Section 10.1.2, a duly
completed certificate in form and substance acceptable to the Administrative
Agent acting reasonably (a Compliance Certificate), with appropriate
insertions, dated the date of such annual report or such quarterly statements
and signed by one of the chief executive officer, the chief financial officer,
the Vice President-Finance, the chief operating officer or the controller of
the Company,
containing a computation of each of the financial ratios and restrictions
set forth in Section 10 and to the effect that such officer has not become
aware of any Event of Default or Unmatured Event of Default that has occurred
and is continuing or, if there is any such event, describing it and the steps,
if any, being taken to cure it.

10.1.4 Reports to SEC and to Shareholders. Promptly upon the filing or
sending thereof, a copy of (a) any annual, periodic or special report or
registration statement (inclusive of exhibits thereto) filed by the Company or
any of its Restricted Subsidiaries with the SEC or any securities exchange and
(b) any report, proxy statement or similar communication to the public
shareholders of the Company or any of its Restricted Subsidiaries, if any.

10.1.5 Notice of Default, Litigation and ERISA Matters. Promptly (and in
any event within one Business Day in the case of clause (a) and within five
days in the case of clauses (b) through (i)) after any officer of the Company
or any Restricted Subsidiary learns of any of the following, written notice
describing the same and the steps being taken by the Company or the Restricted
Subsidiary affected thereby with respect thereto: (a) the occurrence of an
Event of Default or an Unmatured Event of Default;

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(b) any litigation,
arbitration or governmental investigation or proceeding not previously
disclosed by the Company to the Lenders which has been instituted or, to the
knowledge of the Company, is threatened against the Company or any Restricted
Subsidiary or to which any of the properties of any thereof is subject which
has had or is reasonably likely to have a Material Adverse Effect; (c) any
material adverse development which occurs in any litigation, arbitration or
governmental investigation or proceeding previously disclosed on Schedule 9.6
or pursuant to clause (b); (d) the institution of any steps by the Company, any
of its Subsidiaries or any other Person to terminate any Pension Plan if as a
result of such transaction any Borrower or Restricted Subsidiary could be
required to make a contribution to such Pension Plan in excess of $1,000,000,
or the failure to make a required contribution to any Pension Plan if such
failure is sufficient to give rise to a Lien under Section 302(f) of ERISA, or
the taking of any action with respect to a Pension Plan which could result in
the requirement that the Company furnish a bond or other security to the PBGC
or such Pension Plan, or the occurrence of any event with respect to any
Pension Plan which could result in the incurrence by the Company or any
Restricted Subsidiary of any material liability, fine or penalty, or any
material increase in the contingent liability of the Company or any Restricted
Subsidiary with respect to any post-retirement Welfare Plan benefit; (e) the
imposition of Withdrawal Liability by any Multiemployer Plan, (f) the
reorganization or termination, within the meaning of Title IV of ERISA, of any
such Multiemployer Plan, (g) the amount of liability incurred, or that may be
incurred, by the Company, any of its Subsidiaries, or any ERISA Affiliate in
connection with any event described in clauses (e) and (f); (h) the occurrence
of any other event or circumstance which has had or is reasonably likely to
have a Material Adverse Effect; and (i) the occurrence of any Casualty Event,
the Net Cash Proceeds of which are expected to be $10,000,000 or more.

10.1.6 Subsidiaries. (a) Within 15 days following the formation or
acquisition of any Restricted Subsidiary, written notice of such formation or
acquisition and (b) together with each Compliance Certificate delivered with an
annual report pursuant to Section 10.1.1, a written report of any change in the
list of the Subsidiaries of the Company or any other Borrower since the end of
the previous Fiscal Year (or, in the case of the first such report, since the
Amendment Effective Date).

10.1.7 Management Reports. Promptly upon the request of the
Administrative Agent or any Lender, copies of all detailed financial and
management reports submitted to the Company or any of its Restricted
Subsidiaries by independent auditors in connection with any annual or interim
audit made by such auditors of the books of the Company or any Restricted
Subsidiary.

10.1.8 Insurance Information. Not later than 90 days after the end of
each Fiscal Year, a complete and accurate summary of the property, business
interruption and casualty insurance program of the Company or its Restricted
Subsidiaries containing substantially the same information with respect to
such insurance program as the information set forth on Schedule 9.15; and
promptly upon the occurrence thereof, a written report of any change in the
Companys insurance program which will materially reduce the amount or scope of
coverage of any type of insurance.

10.1.9 Annual Budget. Not later than the earlier of (a) the date the
annual report is required to be delivered pursuant to Section 10.1.1 and (b)
the date on which preparation of such budget is completed, a copy of the
Companys annual budget for the next succeeding Fiscal Year.

10.1.10 Other Information. Promptly from time to time, such other
information concerning (a) the Company and its Restricted Subsidiaries and (b)
transactions between the Company or any Restricted Subsidiary and any other
Affiliate as any Lender or the Administrative Agent may reasonably request.

10.2 Books, Records and Inspections. Keep, and cause each Restricted
Subsidiary to keep, proper books and records in which full and correct entries
shall be made sufficient to allow the preparation of financial statements in
accordance with GAAP; permit, and cause each Restricted Subsidiary to permit,
on reasonable notice and at reasonable times and intervals during normal
business

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hours any Lender, the Administrative Agent or any representative
thereof to (a) visit and inspect the properties of the Company or any of its
Restricted Subsidiaries, (b) inspect and make extracts from and copies of their
respective books and records, and (c) discuss with their respective principal
officers their respective businesses, operations and financial matters. The
Company and each of its Restricted Subsidiaries will (i) after the occurrence
and during the continuance of any Event of Default and (ii) otherwise with the
consent of the Company, which consent shall not be unreasonably withheld, also
permit any Lender, the Administrative Agent or any representative thereof to
discuss with the Companys independent auditors their respective businesses,
operations and financial matters; provided that the Company is given reasonable
prior notice of and an opportunity to attend any meeting between such auditors
and any Lender, the Administrative Agent or any representative thereof at which
such issues will be discussed. The Company will pay all reasonable
out-of-pocket costs and expenses incurred by the Administrative Agent in
connection with all visits, discussions, and examinations by the Administrative
Agent.

10.3 Insurance. Maintain, and cause each Restricted Subsidiary to
maintain, with reputable, financially sound insurance companies (in all cases
rated at least A- by A.M. Best & Co. or the equivalent in the applicable
jurisdiction), insurance to such extent and against such hazards and
liabilities as is customarily maintained by companies similarly situated (and,
in any event, such insurance as may be required by any law or governmental
regulation or any court order or decree); and, upon request of the
Administrative Agent, furnish to the Administrative Agent a certificate setting
forth in reasonable detail the nature and extent of all insurance maintained by
the Company and its Restricted Subsidiaries.

10.4 Compliance with Laws; Maintenance of Property; Payment of Taxes and
Liabilities. (a) Comply, and cause each Restricted Subsidiary to comply, in
all material respects with all applicable laws, rules, regulations and orders
(including, without limitations, under the Patriot Act, the Trading with the
Enemy Act, the foreign assets control regulations of the United States Treasury
Department and Executive Order 13224 of September 23, 2001) the noncompliance
with which would be reasonably likely to have a Material Adverse Effect; (b)
maintain or cause to be maintained, and cause each Restricted Subsidiary to
maintain or cause to be maintained, in good repair, working order and condition
all material properties used in its business, and make, and cause each
Restricted Subsidiary to make, all appropriate repairs, renewals and
replacements of such properties; (c) pay, and cause each Subsidiary to pay,
prior to delinquency, all taxes and other governmental charges against it or
any of its
property; provided, however, that the foregoing shall not require the
Company or any Subsidiary to pay any such tax or charge so long as it shall
contest the validity thereof in good faith by appropriate proceedings and shall
set aside on its books adequate reserves with respect thereto; and (d) not, and
not permit any Restricted Subsidiary to, file or consent to the filing of any
consolidated income tax return with any Person other than Hollinger
International, the Company and its Subsidiaries.

10.5 Maintenance of Existence, etc. Maintain and preserve, and (subject
to Section 10.11) cause each Restricted Subsidiary to maintain and preserve,
(a) its existence and good standing in the jurisdiction of its incorporation
(provided that the Company may dissolve Dormant Subsidiaries) and (b) its
qualification and good standing as a foreign corporation in each jurisdiction
where the nature of its business makes such qualification necessary (except in
those instances in which the failure to be qualified or in good standing would
not be reasonably likely to result in a Material Adverse Effect).

10.6 Financial Covenants.

10.6.1 Total Leverage Ratio. Not permit the Total Leverage Ratio to
exceed the ratio set forth opposite such period under the column heading
Required Ratio in the table below.

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|                                          |  |                |           | 
|----------------------------------------- |  | -------------- | --------- | 
|Period                                    |  | Required Ratio
|                                          |  |               
|Amendment Effective Date through 06/30/03 |  |                | 5.75:1.00 | 
|07/01/03 through 09/30/03                 |  |                | 5.50:1.00 | 
|10/01/03 through 12/31/03                 |  |                | 5.25:1.00 | 
|01/01/04 through 06/30/04                 |  |                | 5.00:1.00 | 
|07/01/04 through 12/31/04                 |  |                | 4.75:1.00 | 
|01/01/05 through 06/30/05                 |  |                | 4.50:1.00 | 
|07/01/05 through 06/30/06                 |  |                | 4.00:1.00 | 
|07/01/06 and thereafter                   |  |                | 3.50:1.00 | 

10.6.2 Senior Secured Leverage Ratio. Not permit the Senior Secured
Leverage Ratio to exceed the ratio set forth opposite such period under the
heading Required Ratio in the table below.

|                                          |  |                |           | 
|----------------------------------------- |  | -------------- | --------- | 
|Period                                    |  | Required Ratio
|                                          |  |               
|Amendment Effective Date through 12/31/02 |  |                | 3.25:1.00 | 
|01/01/03 through 06/30/03                 |  |                | 3.00:1.00 | 
|07/01/03 through 12/31/03                 |  |                | 2.75:1.00 | 
|01/01/04 through 12/31/04                 |  |                | 2.50:1.00 | 
|01/01/05 and thereafter                   |  |                | 2.25:1.00 | 

10.6.3 Interest Coverage Ratio. Not permit the Interest Coverage Ratio to
be less than the ratio set forth opposite the applicable period below as of any
Computation Period falling within such period.

|                                          |  |                |           | 
|----------------------------------------- |  | -------------- | --------- | 
|Period                                    |  | Required Ratio
|                                          |  |               
|Amendment Effective Date through 06/30/03 |  |                | 2.00:1.00 | 
|07/01/03 through 06/30/04                 |  |                | 2.25:1.00 | 
|07/01/04 through 12/31/05                 |  |                | 2.50:1.00 | 
|01/01/06 through 06/30/06                 |  |                | 2.75:1.00 | 
|07/01/06 and thereafter                   |  |                | 3.00:1.00 | 

10.6.4 Fixed Charge Coverage Ratio. Not permit the Fixed Charge Coverage
Ratio to be less than the ratio set forth opposite the applicable period below
as of any Computation Period falling within such period.

|                                          |  |                |           | 
|----------------------------------------- |  | -------------- | --------- | 
|Period                                    |  | Required Ratio
|                                          |  |               
|Amendment Effective Date through 12/31/05 |  |                | 1.05:1.00 | 
|01/01/06 and thereafter                   |  |                | 1.15:1.00 | 

10.6.5 Computation of Financial Covenants. If at any time any change in
GAAP would affect the computation of any financial ratio or requirement set
forth in any Loan Document, and any Borrower

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or the Required Lenders shall so
request, the Administrative Agent, the Lenders and the Borrowers shall
negotiate in good faith to amend such ratio or requirement to preserve the
original intent thereof in light of such change in GAAP (subject to the
approval of the Required Lenders); provided that, until so amended, (a) such
ratio or requirement shall continue to be computed in accordance with GAAP
prior to such change therein and (b) the Borrowers shall provide to the
Administrative Agent and the Lenders financial statements and other documents
required under this Agreement or as reasonably requested hereunder setting
forth a reconciliation between calculations of such ratio or requirement made
before and after giving effect to such change in GAAP.

10.7 Limitations on Debt. Not, and not permit any Restricted Subsidiary
to, create, incur, assume or suffer to exist any Debt, except:

(a)  the Obligations;

(b)  Debt of any Borrower or Restricted Subsidiary Obligors to any other
Borrower or other Restricted Subsidiary Obligors; provided that:



| |                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) any such Debt shall be either (x) incurred in connection with
cash management activities, or (y) evidenced by a Subsidiary Note which
shall have been delivered and assigned or pledged to the Administrative
Agent; and                     
|
| | (ii) to the extent such Debt is owed by one of the Borrowers, the
holder of such Debt has previously executed and delivered to the
Administrative Agent a subordination agreement in form and substance
satisfactory to the Administrative Agent;

(c)  Hedging Agreements entered into by the Borrowers;

(d)  Guarantee Obligations in respect of any obligation of the Company or
any Restricted Subsidiary permitted under this Agreement (other than clauses
(j) and (m));

(e)  Debt in respect of taxes, assessments or governmental charges to the
extent that payment thereof shall not at the time be required to be made in
accordance with Section 10.4;

(f)  Debt outstanding on the Amendment Effective Date and listed on
Schedule 10.7 under the heading Continuing Debt with a principal amount not
exceeding $20,000,000;

(g)  Debt of Telegraph under guaranties of printing equipment leases for
the Printing Joint Ventures not exceeding $65,000,000 in the aggregate at any
time outstanding;

(h)  (A) Debt hereafter incurred by Restricted Subsidiaries in connection
with Purchase Money Liens, (B) Acquisition Debt and (C) unsecured Debt not
otherwise permitted under this Section 10.7,
provided that the aggregate
principal amount of all such Debt of the Company and its Restricted
Subsidiaries under this clause (h) shall not exceed $25,000,000 at any one time
outstanding;

(i)  Debt of the Company in a principal amount not to exceed $300,000,000
under the New High Yield Notes;

(j)  unsecured Debt of the Company which has amounts, maturities,
amortization, yield, covenants, defaults and other terms acceptable to the
Administrative Agent and the Required Lenders;

(k)  Debt incurred by Telegraph to purchase the shares in West Ferry not
owned by Telegraph as of the Amendment Effective Date; provided that the
Company has first requested such Debt pursuant

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to the Incremental Facility, if
available on terms reasonably agreeable to the Company, provided,
further, that
if such Debt is not incurred under the Incremental Facility, such Debt shall
mature at least six months after the final maturity of the Term B Loans and the
holder of such Debt has entered into an inter-creditor agreement reasonably
satisfactory to the Administrative Agent;

(l)  debt of Restricted Subsidiaries which are not Restricted Subsidiary
Obligors pursuant to Section 10.10(d);

(m)  unsecured Intercompany Debt outstanding on the Amendment Effective
Date and listed on Schedule 10.7 under the heading Intercompany Debt, as well
as unsecured Intercompany Debt of the Company to be incurred in the future;
provided that all such Debt described herein shall be subordinate to the
Secured Obligations pursuant to terms (including, without limitation, as to
covenants, defaults and other matters) acceptable to the Administrative Agent,
which terms, in any event, shall specify that no payment of principal or
interest may be made or scheduled with respect to any such Debt so long as any
Secured Obligations remain outstanding or any of the Lenders have any
commitment hereunder; and

(n)  the Original Letters of Credit;

provided, however, that in any event, neither the Company nor any of its
Restricted Subsidiaries shall be entitled to create, incur or assume any Debt
permitted under this Section 10.7 if at such time an Unmatured Event of Default
or Event of Default shall have occurred and be continuing or would result
therefrom.

10.8 Liens. Not, and not permit any Restricted Subsidiary to, create or permit to
exist any Lien on any of its real or personal properties, assets or rights of
whatsoever nature (whether now owned or hereafter acquired), except:

(a)  Liens for taxes or other governmental charges not at the time
delinquent or thereafter payable which arise by operation of law without
penalty or being contested in good faith by appropriate proceedings and, in
each case, for which it maintains adequate reserves in accordance with GAAP
(and in the case of the U.K. Subsidiaries, generally accepted accounting
principles in the United Kingdom) provided that any such Liens with respect to
Canadian taxes do not attach to any property of the Company or its Restricted
Subsidiaries;

(b)  Liens arising in the ordinary course of business constituting (i)
Liens of carriers, warehousemen, mechanics and materialmen and other similar
Liens imposed by law and (ii) Liens incurred in connection with workers
compensation, unemployment compensation and other types of social security
(excluding Liens arising under ERISA)) or in connection with surety and appeal
bonds, bids, performance bonds and similar obligations for sums not overdue or
being contested in good faith by appropriate proceedings and not involving any
deposits or advances or borrowed money or the deferred purchase price of
property or services, and, in each case, for which it maintains adequate
reserves, or Liens similar to the Liens described in the foregoing clauses (i)
and (ii) and owing in the ordinary course of business;

(c)  Liens identified on Schedule 10.8;

(d)  any Lien arising in connection with the acquisition, construction or
improvement of tangible personal property by the Company, or a Restricted
Subsidiary and attaching only to the property being acquired, constructed or
improved, if the Lien and the Debt secured thereby does not exceed 100% of the
cost of such acquisition, construction or improvement (subject to the
limitations of Section 10.7(h)) (such Lien being a Purchase Money Lien);

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(e)  attachments, judgments and other similar Liens, for sums not exceeding
$5,000,000 ($3,000,000 with respect to any single Restricted Subsidiary)
(excluding any portion thereof which is covered by insurance so long as the
insurer is likely to be able to pay and reasonably acceptable in the judgment
of the Administrative Agent) arising in connection with court proceedings,
provided the execution or other enforcement of such Liens is effectively stayed
and claims secured thereby are being actively contested in good faith and by
appropriate proceedings and have been bonded off or for which adequate reserves
are maintained;

(f)  easements, party wall agreements, rights of way, restrictions, minor
defects or irregularities in title and other similar Liens not interfering in
any material respect with the ordinary conduct of the business of the Company
and its Restricted Subsidiaries taken as a whole;

(g)  leases or subleases granted by the Company or any Restricted
Subsidiary in the ordinary course of its business;

(h)  extensions, renewals or replacements of any Lien permitted by the
foregoing provisions of this Section 10.8, but only if the principal amount of
the Debt secured thereby immediately prior to such extension, renewal or
replacement is not increased and such Lien is not extended to any other
property;

(i)  Liens pursuant to the Subsidiary Security Agreements;

(j)  Liens in favor of the Administrative Agent for the benefit of the
Lenders; and

(k) 
Liens securing Debt permitted pursuant to
Section 10.7(k), provided
that such Liens are limited to the assets of West Ferry purchased or improved
with the proceeds of such Debt.

10.9 Limitation on Restricted Payments. (a) Not, and not permit any
Restricted Subsidiary to, directly or indirectly:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) declare or pay any dividend or make any other distribution or
payment on or in respect of the Companys Capital Stock, or make any
payment or other distribution to (including dividends or distributions of
the Capital Stock of any Restricted Subsidiary), or make any other
payment to the direct or indirect holders (in their capacities as such)
of the Companys Capital Stock (other than dividends or distributions
payable in shares of the Companys Capital Stock or in options, warrants
or other rights to acquire such Capital Stock);
|
| | (ii) purchase, redeem or otherwise acquire or retire for value any
Capital Stock of the Company or any Capital Stock of any Affiliate of the
Company (other than Capital Stock of any Wholly Owned Restricted
Subsidiary that is a Restricted Subsidiary Obligor or Capital Stock of a
Person that, immediately following such repurchase, will become a Wholly
Owned Restricted Subsidiary that is a Restricted Subsidiary Obligor or
other rights to acquire such Capital Stock);                                                                       
|
| | (iii) make any principal or interest payment on, or repurchase,
redeem, defease, retire or otherwise acquire for value, any Intercompany
Debt, except as specifically permitted under the terms of the
Subordination Agreement applicable thereto;                                                                                                                                                                                                                                                                                                        
|
| | (iv) make any principal payment on, or repurchase, redeem, defease,
retire or otherwise acquire for value, prior to the scheduled date
thereof (as scheduled on the Amendment Effective Date) any other Debt
outstanding as of the Amendment Effective Date (other than the Facilities
and any Debt of any Restricted Subsidiary Obligor that is not a Borrower
to any                                                                                                                                                                                    

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| |                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Borrower or other Restricted Subsidiary Obligor outstanding as of
the Amendment Effective Date) or any subordinated Debt;                                     
|
| | (v) declare or pay any dividend or distribution on any Capital Stock
of any Restricted Subsidiary to any Person, other than any such dividend
or distribution:



| |                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) on Capital Stock of a Restricted Subsidiary held by the
Company or any of its Wholly Owned Restricted Subsidiaries, or                          
|
| | (B) on Capital Stock of a Restricted Subsidiary held by any
other Person (other than an Affiliate of the Company or an
Affiliate of such Affiliate),

in each case, made on a pro rata basis consistent with the ownership
interests in such Capital Stock to the owners of such Capital Stock, provided
that no Unmatured Event of Default or Event of Default shall have occurred and
be continuing;



| |                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------
| | (vi) incur, create or assume any guarantee of Debt of any Affiliate
of the Company, except as otherwise permitted hereunder;
|
| | (vii) pay any Management Fees; or                                                                                           
|
| | (viii) designate any Restricted Subsidiary as an Unrestricted
Subsidiary;                                                   

(any of the payments described in paragraphs (i) through (vii) above, other
than any such action that is a Permitted Payment (as defined below),
collectively, Restricted Payments).

(b) Notwithstanding the foregoing clause (a), provided that no Unmatured
Event of Default or Event of Default shall have occurred and be continuing or
would reasonably be expected to result from the payment or making thereof, the
Company and its Restricted Subsidiaries may make the following distributions
and investments (Outside Payments):



| |                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) distributions to Hollinger International and to any Affiliate of
Hollinger International, including payments with respect to Intercompany Debt;                                                  
|
| | (ii) investments in Unrestricted Subsidiaries and unconsolidated entities;                                                                                                                           
|
| | (iii) principal payments, repurchases, redemptions, defeasances,
retirements or other acquisitions for value of Debt under the New High Yield
Notes prior to the scheduled maturity date thereof; and
|
| | (iv) Investments in any Restricted Subsidiary which is not a Restricted
Subsidiary Obligor in the form of capital contributions or loans and advances
(Restricted Subsidiary Investments);         

provided that such Outside Payments shall not exceed in the aggregate an amount
equal to the applicable percentage of Excess Cash Flow set forth below (at any
time, and as reduced from time to time through utilization, the Excess Cash
Flow Basket):

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|                   |  |                       |    |  
|------------------ |  | --------------------- | -- | -
|Net Leverage Ratio |  | % of Excess Cash Flow
|                   |  |                      
|* 5.00             |  |                       | 25 | %
|*
4.00 but < 5.00  |  |                       | 50 | %
|<4.00              |  |                       | 75 | %



---

|* |  | greater than or equal to
|- |  | ------------------------

provided, further, however, that (A) Restricted Subsidiary Investments may be
made using the New Investments Basket or the Excess Cash Flow Basket; (B)
Restricted Subsidiary Investments made using the New Investments Basket shall
not reduce the Excess Cash Flow Basket; and (C) all Restricted Subsidiary
Investments shall reduce the New Investments Basket prior to reducing the
Excess Cash Flow Basket.

For purposes of determining compliance with this Section 10.9(b):

(i) compliance shall be determined at the time of making of the Outside
Payment by determining the Net Leverage Ratio and Excess Cash Flow for the last
four Fiscal Quarters for which financial reports are available, and determining
aggregate Outside Payments (including the proposed new Outside Payment on a pro
forma basis) for the current Fiscal Quarter and the last three Fiscal Quarters
for which financial reports are available; and

(ii)  during the first year following the Amendment Effective Date,
compliance shall be determined at the time of making of each Outside Payment by
determining the Excess Cash Flow as follows:



| |                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) after the end of the first Fiscal Quarter after the Amendment
Effective Date for which financial reports are available , but prior to
the end of the second Fiscal Quarter after the Amendment Effective Date for which financial reports are available,
using the financial information for such first Fiscal Quarter;                              
|
| | (B) after the end of the second Fiscal Quarter after the Amendment
Effective Date for which financial reports are available, but prior to
the end of the third Fiscal Quarter after the Amendment Effective Date
for which financial reports are available, using the financial
information for such first and second Fiscal Quarters;                   
|
| | (C) after the end of the third Fiscal Quarter after the Amendment
Effective Date for which financial reports are available, but prior to
the end of the fourth Fiscal Quarter after the Amendment Effective Date
for which financial reports are available, using the financial
information for such first, second, and third Fiscal Quarters; and       
|
| | (D) after the end of the fourth Fiscal Quarter after the Amendment
Effective Date for which financial reports are available, but prior to
the end of the fifth Fiscal Quarter after the Amendment Effective Date
for which financial reports are available, using the financial
information for such first, second, third and fourth Fiscal Quarters; and

in each case aggregate Outside Payments (including the proposed Outside Payment
on a pro forma basis) shall be determined on a cumulative basis since the
Amendment Effective Date.

Notwithstanding anything in this Section 10.9 to the contrary, provided that no
Unmatured Event of Default or Event of Default shall have occurred and be
continuing or would reasonably be expected to result from the payment or making
thereof, the Company and its Restricted Subsidiaries may make

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Outside Payments of the type described in Section 10.9(b)(ii) (such Outside Payments being
Special Outside Payments) in an aggregate amount not to exceed $5,000,000 (as
reduced from time to time through utilization or other reductions, the Special
Outside Payments Basket); provided, however, that (x) the aggregate amount of
such Special Outside Payments shall reduce the Excess Cash Flow Basket, (y) any
utilization or other reduction of the Excess Cash Flow Basket shall reduce the
Special Outside Payments Basket, and (z) the Special Outside Payments Basket
shall be permanently reduced to zero at the time at which the sum of (i) the
Excess Cash Flow Basket and (ii) the aggregate amount of all Outside Payments
made since Amendment Effective Date (other than Special Outside Payments)
equals or exceeds $5,000,000.

(c)  Notwithstanding the foregoing, so long as no Unmatured Event of
Default or Event of Default has occurred and is continuing or would result
therefrom, the foregoing provisions will not prohibit the following actions
(such payments being referred to as Permitted Payments):



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  payments under the Tax Indemnity Agreements;                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (ii)  tax payments pursuant to the Tax Allocation Agreement to the
extent that the aggregate amount of such payments do not exceed the
aggregate amount of the tax payments that the Company and its Restricted
Subsidiaries would have been required to make if they alone constituted a
single consolidated tax group;                                                                                                                         
|
| | (iii)  payments of Management Fees in an amount not to exceed the
greater of (x) $22,000,000 or (y) 2.5% of total revenue of the Borrowers
and their Restricted Subsidiaries for any Fiscal Year;                                                                                                                                                                                                                                                
|
| | (iv)  incurring, creating or assuming any guarantee of Debt of the
Company or any Restricted Subsidiary permitted under
Section 10.7;                                                                                                                                                                                                                                                                                                            
|
| | (v)  (A) distributions to Hollinger International and to any
Affiliate thereof not a Restricted Subsidiary and (B) investments in
Unrestricted Subsidiaries and unconsolidated entities with the proceeds
of (x) the amount of dividends or other distributions received from
Unrestricted Subsidiaries after the Amendment Effective Date and (y) the
sale of Capital Stock of Unrestricted Subsidiaries after the Amendment
Effective Date; and
|
| | (vi)  redemptions of the 1997 Senior Subordinated Notes and the 1996
Senior Subordinated Notes as provided herein.                                                                                                                                                                                                                                                                                                                               

10.10  Investments. Not, and not permit any Restricted Subsidiary to,
make, incur, assume or suffer to exist any Investment in any other Person,
except:

(a)  Investments existing on the Amendment Effective Date and identified in
Schedule 10.10;

(b)  Cash Equivalent Investments;

(c)  Investments by the Company in Restricted Subsidiary Obligors (subject
to the limitation in Section 10.7(b)) or by any Restricted Subsidiary Obligor
in the Company or any other Restricted Subsidiary Obligor, in the form of
contributions to capital or loans or advances; provided that, (i) any loans are
made in compliance with Section 10.7, and (ii) immediately before and after
giving effect to such Investment, no Unmatured Event of Default or Event of
Default shall have occurred and be continuing;

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(d)  Investments by the Company or any Restricted Subsidiary in any
Restricted Subsidiary which is not a Restricted Subsidiary Obligor in the form
of capital contributions or loans and advances (i) that are existing on the
date hereof, or (ii) that, together with all Investments permitted under
Section 10.10(k) in cases where the entity in which the Investment is made is
not a Restricted Subsidiary Obligor, do not exceed $25,000,000 (such amount, as
reduced from time to time, being the New Investments Basket) from and after
the Amendment Effective Date;

(e)  loans or advances to officers and employees of the Company or of any
Restricted Subsidiary for travel or other ordinary business expenses not in
excess of $250,000 in the aggregate at any time;

(f)  extensions of credit in the nature of accounts receivable or notes
receivable arising from the sale of goods and services in the ordinary course
of business;

(g)  shares of stock, obligations or other securities received in
settlement of claims arising in the ordinary course of business;

(h)  Investments (i) by Telegraph to consummate the purchase of the shares
in West Ferry not owned by Telegraph on the Amendment Effective Date which, to
the extent financed with Debt, shall be consistent with Section 10.7(k) and
(ii) constituting Debt of Telegraph under guaranties permitted under Section
10.7 (g);

(i)  Investments in a new joint venture entity to be created for the
purpose of the CST Real Estate Transactions, provided that such Investments
shall not exceed the contribution of the CST Real Estate and cash contributions
in an aggregate amount of $2,000,000;

(j)  Investments permitted under Section 10.9(b)(ii); and

(k)  other Investments (subject to the limitations specified in Section
10.10(d)) by the Company or any Restricted Subsidiary in the Newspaper Business
that result in the Company and the Restricted Subsidiaries having, or
continuing to have, a majority interest in the applicable entity in which such
Investment is made and such entity shall be a Restricted Subsidiary; provided
that the Company shall, and shall cause each Restricted Subsidiary to, grant a
Lien in favor of the Lenders in each such Investment and to execute such
documents, take such action and provide such opinions of counsel as the
Administrative Agent deems necessary or advisable to create and perfect such
Liens and further provided that immediately before and after giving effect to
such Investment, no Unmatured Event of Default or Event of Default shall have
occurred and be continuing.

Notwithstanding any provision in this Section 10.10, neither the Company nor
any of its Restricted Subsidiaries shall make any Investments in any Restricted
Subsidiaries which are not formed in a jurisdiction which permits such
Restricted Subsidiary to provide Guarantees and/or Collateral Documents on not
less favorable a basis than that provided by a U.K. Subsidiary unless otherwise
agreed to by the Administrative Agent.

10.11 Mergers, Consolidations, Sales, Acquisitions. Not, and not permit
any Restricted Subsidiary to, be a party to any merger, consolidation or Asset
Sale, or to purchase or otherwise acquire all or substantially all of the
assets or any stock of any class of, or any partnership or joint venture
interest in, any other Person, except for

(a) (i) any such merger or consolidation, sale, transfer,
conveyance, lease or assignment of or by any Wholly Owned Restricted
Subsidiary into, with or to any other Wholly Owned Restricted Subsidiary,
provided such Subsidiaries are incorporated in the same country and are

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Restricted Subsidiary Obligors (or the surviving Subsidiary is a
Restricted Subsidiary Obligor) and (ii) any such merger of the Company
under Section 15.13;

(b) any such purchase or other acquisition by the Company or any
Wholly Owned Restricted Subsidiary of the assets or stock of any Wholly
Owned Restricted Subsidiary;

(c) Asset Sales and Asset Swaps provided (i) Asset Sales and Asset
Swaps are (x) on an arms-length basis for fair market value and (y) do
not result in any payments (whether in the form of non-competition
payments, fees or otherwise) to any Affiliate other than the Company or a
Restricted Subsidiary Obligor unless consented to by the Required
Lenders, (ii) all action required under Section 10.18, or otherwise
necessary to perfect for the benefit of the Administrative Agent security
interests and/or charges in all assets obtained in connection with any
such Asset Swap, shall have been taken, and (iii) no Event of Default or
Unmatured Event of Default has occurred and is continuing or would result
therefrom and provided further, no Asset Sale of accounts receivable
(except as part of the Newspaper Business being sold) shall be permitted
and no Asset Sale or Asset Swap shall be permitted if (x) on a cumulative
basis, the sum of (1) the Negative Trade Differential plus (2) the
Contributed Cash Flow of all assets proposed to be sold, swapped or
otherwise transferred and all assets sold, swapped or otherwise
transferred since the Amendment Effective Date, in each case for the
Computation Period preceding the date of the Asset Sale or Asset Swap
contributed more than 5% of Operating Cash Flow of the Company and its
Restricted Subsidiaries, as the case may be, for such period or (y) in
the case of Asset Swaps, the applicable Obligor has not complied with the
provisions of Section 10.11(d);

(d) Acquisitions (including Asset Swaps) provided (i) no Event of
Default or Unmatured Event of Default has occurred and is continuing or
would result therefrom, (ii) the applicable Borrower complies with
Sections 6, 10.10(k), 10.18 and 10.27, (iii) the applicable Obligor
pledges and assigns to the Lenders all assets, property or business
acquired promptly after the date of such Acquisition, and (iv) five
Business Days prior to any Acquisition having a purchase price in excess
of $25,000,000 or any Asset Swap having an implied purchase price of
$75,000,000 or more, the Company shall have provided to the
Administrative Agent and the Lenders a certificate pursuant to a form
acceptable to the Administrative Agent acting reasonably setting forth
(A) a complete description of and financial information (including
financial projections) relating to such Acquisition or Asset Swap, (B)
the total purchase price of such Acquisition or Asset Swap and the manner
of payment thereof, (C) a calculation of the covenants in Section 10.6
before and after giving effect to such Acquisition or Asset Swap,
demonstrating compliance with such covenants, and (D) certifying as to
the matters in clauses d(i) and (ii); provided, however that Dormant
Subsidiaries and other Restricted Subsidiaries which are not Restricted
Subsidiary Obligors shall not make any Acquisition or Asset Swap; and

(e) Investments permitted under Section 10.10 (other than under
Section 10.10(k)).

10.12 Use of Proceeds. Not use or permit any proceeds of any Credit
Extension to be used, either directly or indirectly, for the purpose, whether
immediate, incidental or ultimate, of purchasing or carrying any Margin
Stock. The Borrowers will use the proceeds of Credit Extensions (together with
proceeds of the New High Yield Notes in the case of clauses (b) and (d) below):



(a) in the case of Letters of Credit, for working capital and
general corporate purposes;

(b) to finance a distribution to Hollinger International on the
Amendment Effective Date which shall be used immediately (or so long as
no defaults or unmatured defaults arise under any

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indebtedness of
Hollinger International as a result of any such delay, as soon as
commercially possible) to repay existing indebtedness of Hollinger
International (including, without limitation, the Total Return Equity
Swap and the Trilon Financing) on terms satisfactory to the
Administrative Agent, acting reasonably, and after applying such funds
for the payment in full of all such indebtedness (together with any
expenses related thereto), for general corporate purposes;

(c) to make
Restricted Payments permitted under Section 10.9;

(d) to immediately deposit funds to redeem and/or purchase the 1997
Senior Subordinated Notes, and the 1996 Senior Subordinated Notes;

(e) to fund ongoing Capital Expenditures, working capital and
permitted Acquisitions;

(f) to pay fees and expenses relating to the Facilities and the
transactions related thereto; and

(g) for working capital needs (including interest on Debt) and
general corporate purposes of the Company and its Restricted Subsidiaries
(subject to any limitations hereunder, including with respect to any
availability to the Borrowers).

10.13 Transactions with Affiliates. Not, and not permit any Restricted Subsidiary to, enter into or cause,
suffer or permit to exist any transaction, arrangement or contract with any of
its other Affiliates (other than the Company or any other Restricted
Subsidiary) which is on terms which are less favorable than are obtainable from
any Person which is not one of its Affiliates, other than those expressly
permitted hereunder, and those existing on the Amendment Effective Date and set
forth on Schedule 10.13. Without limiting the foregoing, the Company will not,
and will not permit any Restricted Subsidiary to, pay any management,
consulting or similar fee to any Affiliate other than (a) Management Fees to
the extent permitted under Section 10.9(b) or (c)(iii), and (b) any such
payment from the Company or a Restricted Subsidiary to the Company or another
Wholly Owned Restricted Subsidiary.

10.14 Employee Benefit Plans. Maintain, and cause each Restricted
Subsidiary to maintain, each Pension Plan in compliance in all material
respects with all applicable requirements of law and regulations.

10.15 Environmental Covenants.

10.15.1 Environmental Response Obligation. (a) Comply, and cause each
Subsidiary to comply, with any applicable federal, State or provincial judicial
or administrative order requiring the performance at any real property owned,
operated or leased by the Company or any Subsidiary (or in which such Person
has a direct or indirect interest) of activities in response to the release or
threatened release of a Regulated Material, except for the period of time that
the Company or such Subsidiary is diligently in good faith contesting such
order; (b) notify the Administrative Agent within ten days of the receipt of
any written claim, demand, proceeding, action or notice of liability by any
Person arising out of or relating to the release or threatened release of a
Regulated Material which is reasonably likely to give rise to cleanup or
remediation liabilities under Environmental Laws; and (c) notify the
Administrative Agent within ten days of any release, threat of release, or
disposal of Regulated Material reported by the Company or any Subsidiary to any
governmental or regulatory authority at any real property owned, operated, or
leased by the Company or any Subsidiary which are reasonably likely to give
rise to cleanup or remediation liabilities under Environmental Laws.

10.15.2 Environmental Liabilities. (a) Comply, and cause each Subsidiary
to comply, in all material respects with all Environmental Laws the
noncompliance with which would be reasonably likely

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to have a Material Adverse
Effect; (b) without limiting clause (a), not commence disposal of any Regulated
Material into or onto any real property owned, operated or leased by the
Company or any Subsidiary in violation of any Environmental Law; and (c)
without limiting clause (a), not allow any Lien imposed pursuant to any law,
regulation or order relating to Regulated Materials or the disposal thereof to
remain on any real property owned, operated or leased by the Company or any
Subsidiary.

10.16 Unconditional Purchase Obligations. Not, and not permit any
Restricted Subsidiary to, enter into or be a party to any contract for the
purchase of materials, supplies or other property or services, if such contract
requires that payment be made by it regardless of whether or not delivery is
ever made of such materials, supplies or other property or services.

10.17 Inconsistent Agreements. Not, and not permit any Restricted
Subsidiary to, enter into any agreement containing any provision which would be
violated or breached by any borrowing by any Borrower hereunder or by the
performance by the Company or any Restricted Subsidiary of any of its
obligations hereunder or under any other Loan Document.

10.18 Further Assurances. Take, and cause each Restricted Subsidiary to
take, such actions as the Administrative Agent may reasonably request from time
to time (including the execution and delivery of guaranties, security
agreements, pledge agreements, stock powers, financing statements and other
documents, the filing or recording of any of the foregoing, and the delivery of
stock certificates and other collateral with respect to which perfection is
obtained by possession) as the Administrative Agent shall reasonably require to
give effect to the provisions hereof or of any Loan Document, and to create or
perfect any of the security interests contemplated hereunder or thereunder,
including, without limitation, to ensure that (a) the obligations of the
Company (including its obligations under Section 14) hereunder and under the
other Loan Documents are secured by 65% of the issued and outstanding Capital
Stock of DTH and Palestine Post, 50% of the issued and outstanding Capital
Stock of JPEH, 80% of the issued and outstanding Capital Stock of STDS, 100% of
the Capital Stock of all other U.S. Subsidiaries and HUKH and guaranteed by
HUKH, TAHL and all U.S. Subsidiaries (other than STDS) (including, promptly
upon the acquisition or creation thereof, any U.S. Subsidiary created or
acquired after the date hereof), 100% of all Debt owing to Hollinger
International or any of its U.S. Subsidiaries, and substantially all assets of
each U.S. Subsidiary, (b) the obligations of each U.S. Subsidiary under its
Subsidiary Note (other than any Subsidiary Notes from U.S. Subsidiaries which
are party to the Company Security Agreement) are secured by substantially all
of the assets of such U.S. Subsidiary (other than real property), and (c) the
obligations of Telegraph and FDTH hereunder and under the other Loan Documents
are (i) secured by (x) (A) all the Collateral described in Section 10.18(a),
and (B) 100% of the Capital Stock and Subsidiary Notes of HUKH and the U.K.
Subsidiaries (which do not include TAHL and other than UKMAX Limited, Hollinger
Telegraph New Media Limited, Telegraph (British) Limited and Electronic
Telegraph Limited), and (y) substantially all the assets (other than real
property and the capital stock of Trafford Park and Paper Purchase & Management
Limited) of HUKH and each of their Restricted Subsidiaries (other than Dormant
Subsidiaries, Hollinger Telegraph New Media Limited, Hollinger Telegraph New
Media Holdings Limited, Telegraph Publishing Limited, and The Spectator (1828)
Limited) and (ii) guaranteed by each other Borrower and such Borrowers
Restricted Subsidiaries (other than Dormant Subsidiaries, Hollinger Telegraph
New Media Limited, Hollinger Telegraph New Media Holdings Limited, The
Spectator (1828) Limited, Telegraph Publishing Limited, and the Israeli
Subsidiaries) subject, in each case, to such exceptions as the Administrative
Agent or the Required Lenders may from time to time permit. Notwithstanding
the foregoing, the Administrative Agent and the Lenders shall not be entitled
to exercise their rights with respect to the capital stock of West Ferry
(unless West Ferry has become a Wholly Owned Restricted Subsidiary) until such
time as the Obligations have been accelerated in accordance with Section 12.2.

10.19 Amendments to Certain Documents. Not, and not permit any Restricted
Subsidiary to, make or agree to any amendment to or modification of, or waive
any of its rights under, any of the terms

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of (a) the documents relating to the
1997 Senior Notes or, once executed, Debt incurred under Section 10.7(j)
(except to the extent that such amendment or modification would extend the
maturities or delete covenants), (b) the Tax Allocation Agreement, (c) any Tax
Indemnity Agreement, (d) the Subsidiary Notes or the Subsidiary Security
Agreements without the consent of the Administrative Agent, (g) the
Co-Operation Agreement dated June 23, 1992 between Hollinger Inc. and
Telegraph, (h) the Organic Documents of the Company or any Restricted
Subsidiary with respect to the Capital Stock (including designation of new
series of shares or imposing restrictions on the transfer of Capital Stock)
without the consent of the Administrative Agent, (i) the Organic Documents of
the Printing Joint Ventures without the consent of the Administrative Agent, or
(j) the New High Yield Notes or any of the documentation relating thereto in
any manner that
would (i) increase the interest rate on the New High Yield Notes or change
(to earlier dates) the dates upon which principal and interest are due thereon;
(ii) alter the redemption or prepayment provisions thereof; (iii) alter the
covenants and events of default in a manner that would make such provisions
more onerous or restrictive to the Company or any Restricted Subsidiary; or
(iv) otherwise increase the obligations of the Company or any Restricted
Subsidiary in respect of the New High Yield Notes.

10.20 Conduct of Business. Not, and not permit any Restricted Subsidiary
to, engage in any business other than the Newspaper Business; provided that
such Investments in any event must be made in accordance with Section 10.10(k).

10.21 Limitations on Sale and Leaseback Transactions. Not, and not permit
any Restricted Subsidiary to, enter into any arrangement with any Person
providing for the leasing by the Company or any Restricted Subsidiary of any
real or tangible personal property, which property has been or is to be sold or
transferred by the Company or such Restricted Subsidiary to such Person in
contemplation of such leasing.

10.22 Tax Allocation Agreement. Not, and not permit any Restricted
Subsidiary to, enter into any tax sharing or similar agreement or arrangement,
other than (a) the Tax Allocation Agreement and (b) the Tax Indemnity
Agreements.

10.23 Fiscal Year. Not, and not permit any Restricted Subsidiary to,
change its Fiscal Year.

10.24 Holding Company Status. Not permit (a) JPEH or Palestine Post to
own any Subsidiaries other than the Subsidiaries owned by such Person on the
Amendment Effective Date, and (b) unless such Person has executed the U.K.
Guaranty and the U.K. Security Agreement, Hollinger Telegraph New Media
Holdings Limited, Hollinger Telegraph New Media Limited or The Spectator (1828)
Limited to own any assets other than Newspaper Businesses owned on the
Amendment Effective Date

10.25 Limitation on Dividends and Other Payment Restrictions Affecting
Restricted Subsidiaries. Not, and not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to (a) pay dividends or make any other distribution on
its Capital Stock to the Company or any other Restricted Subsidiary, (b) pay
any Debt owed to the Company or any other Restricted Subsidiary, (c) make any
Investment in the Company or (d) transfer any of its properties or assets to
the Company or any Restricted Subsidiary, except (i) any encumbrance or
restriction, with respect to a Restricted Subsidiary that is not a Restricted
Subsidiary of the Company on the Amendment Effective Date, in existence at the
time such Person becomes a Restricted Subsidiary of the Company and not
incurred in connection with, or in contemplation of, such Person becoming a
Restricted Subsidiary and the terms of such restrictions are acceptable to the
Administrative Agent, and (ii) customary provisions restricting subletting or
assignment of any lease governing a leasehold interest of the Company or any
Restricted Subsidiary.

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10.26 Designation and Ownership of Subsidiaries. Not designate any
Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted
Subsidiary as a Restricted Subsidiary under this Agreement.

10.27 New Restricted Subsidiaries, Investments and Acquisitions. As soon
as available and in any event within thirty (30) days after the date of any
Acquisition or Investment or the formation of any new Restricted Subsidiary of
the Company or any of its Restricted Subsidiaries, the Company and its
Restricted Subsidiaries, as appropriate, shall, consistent with Section 10.18,
(a) if applicable, cause such Restricted Subsidiary to execute and deliver (i)
a counterpart of the applicable Security Agreement and (ii) a counterpart of
the applicable Guaranty; (b) pledge and assign to the Administrative Agent for
the benefit of the Lenders each Subsidiary Note and all of the issued and
outstanding shares of Capital Stock or other instruments or securities
evidencing ownership of such Restricted Subsidiary beneficially owned by the
Company or any of the Companys Restricted Subsidiaries, as the case may be, as
additional collateral for the Obligations, to constitute part of the Collateral
and to be held by the Administrative Agent on behalf of the Lenders in
accordance with the terms of the applicable Pledge Agreement (together with
such stock powers, transfers, endorsements, allonges, instruments, financing
statements and other documentation as in the opinion of the Administrative
Agent are appropriate); and (c) provide evidence of necessary authorizations
and one or more opinions of counsel in form and substance reasonably
satisfactory to the Required Lenders which in the opinion of the Required
Lenders is appropriate with respect to such Acquisition, Investment or new
Restricted Subsidiary. Any such document or agreement executed or issued
pursuant to this Section 10.27 shall be a Loan Document for purposes of this
Agreement.

10.28 Operating Leases. Not, and not permit any Restricted Subsidiary to,
create or suffer to exist any obligations for the payment of rent for any
property under lease or agreement to lease if the aggregate annual rental
payments for all such operating leases for the four Fiscal Quarters immediately
following such date of determination shall exceed $10,000,000 (exclusive of
payments under the guarantees of leases permitted under Section 10.7 (g)).

SECTION
11 Conditions.

11.1 Documentary Conditions to Amendment Effective Date. This Agreement
shall be and become effective on the date (the Amendment Effective Date) on
which the Company, Telegraph, FDTH, the Lenders and the Administrative Agent
shall have executed and delivered this Agreement and the Administrative Agent
shall have received (or, in the case of Section 11.1.12, the Administrative
Agent shall be satisfied that such conditions are met) all of the following,
each duly executed and dated the Amendment Effective Date (or such earlier date
as shall be satisfactory to the Administrative Agent) in form and substance
satisfactory to the Administrative Agent:

11.1.1 Resolutions. Certified copies of resolutions of the Board of
Directors (and in the case of FTDH or Telegraph, their shareholders) of each
Borrower authorizing or (save in the case of FTDH or Telegraph) ratifying the
execution, delivery and performance by each Borrower of this Agreement and the
other Loan Documents to which each Borrower is a party and certified copies of
resolutions of the Board of Directors (and, in the case of U.K. Obligors, their
shareholders) of each other Obligor required to execute a Loan Document
pursuant to this Section 11.1 authorizing or (save in the case of any U.K.
Obligor) ratifying the execution, delivery and performance by such Obligor
of the Loan Documents to which such Obligor is a party.

11.1.2 Organic Documents. Certified copies of all Organic Documents and
good standing certificates (provided that such certificates are generally
provided in the applicable jurisdiction) in each jurisdiction in which
existence is necessary in the conduct of business, of each Borrower, each other

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Obligor, and each other
Subsidiary whose shares are to be pledged pursuant to a
Collateral Document, and Hollinger International.

11.1.3 Incumbency and Signature Certificates. A certificate of the
Secretary or an Assistant Secretary or, in the case of any U.K. Obligor, a
director of each such Obligor, in each case, dated as of the Amendment
Effective Date, certifying the names of the officer or officers of such Obligor
authorized to sign the Loan Documents to which such Obligor is a party,
together with a sample of the true signature of each such officer (it being
understood that the Administrative Agent and each Lender may conclusively rely
on each such certificate until formally advised by a like certificate of any
changes therein).

11.1.4 Consents, etc. Certified copies of all documents evidencing any
necessary corporate action, consents and governmental approvals (if any)
required for the execution, delivery and performance of the Loan Documents by
each Obligor.

11.1.5 Guaranties. (a) The Hollinger International Guaranty, (b) the U.S.
Subsidiary Guaranty, and (c) a U.K. Subsidiary Guaranty executed by all the
U.K. Subsidiaries (other than Telegraph, FDTH, The Spectator (1828) Limited,
Hollinger Telegraph New Media Holdings Limited, Hollinger Telegraph New Media
Limited, UKMax Limited and Dormant Subsidiaries).

11.1.6 Pledge Agreements. (a) The Hollinger International Pledge
Agreement; (b) the Company Pledge Agreement; and (c) a U.S. Pledge Agreement
covering the Preferred Stock of LHAT Corporation owned by certain U.K.
Subsidiaries; together, in the case of each Pledge Agreement, with the stock
certificates or instruments (including the Subsidiary Notes) to be pledged
thereunder and any necessary allonges, stock powers, and stock transfer forms
executed in blank and any necessary financing statements.

11.1.7 Security Agreements. (a) The Company Security Agreement; and (b) a
U.K. Security Agreement executed by HUKH and its Restricted Subsidiaries (other
than The Spectator (1828) Limited, Hollinger Telegraph New Media Holdings
Limited and/or Hollinger Telegraph New Media Limited and Dormant Subsidiaries);
together, in the case of each Security Agreement, with such notices, financing
statements or other registration forms as are necessary to perfect the
Administrative Agents Lien on any Collateral granted under such Security
Agreement.

11.1.8 Subordination Agreements. The Subsidiary Subordination Agreement.

11.1.9 Control Agreements. A control agreement with respect to all
deposit accounts of the Company and its Restricted Subsidiaries held by each of
LaSalle National Bank and each other bank required for compliance with the
terms of each Loan Document, in each case in form and substance satisfactory to
the Administrative Agent.

11.1.10 Process Agent Letter. A letter from Hollinger International, in
form and substance satisfactory to the Administrative Agent, dated the
Amendment Effective Date, or a date reasonably close to the Amendment Effective
Date, whereby Hollinger International acknowledges and accepts its appointment
by each of the Company and each of the other Obligors who have executed Loan
Documents, as agent for service of process.

11.1.11 Compliance Certificate. A duly completed Compliance Certificate,
dated the date of the most recently ended Fiscal Quarter and signed by one of
the chief executive officer, the chief financial officer, the chief operating
officer or Vice President-Finance of the Company, containing a computation of
each of the financial ratios and restrictions set forth in Sections 10.6.1,
10.6.2 and 10.7 and to the effect that such officer has not become aware of any
Event of Default or Unmatured Event of Default that has occurred and is
continuing.

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11.1.12 Capital Markets. Prior to the Amendment Effective Date, there
shall not have been any material disruption of or material adverse condition in
the financial, banking, or capital markets that, in the reasonable good faith
judgment of the Sole Lead Arranger, could materially impair the syndication of
the Facilities.

11.1.13 No Material Adverse Effect. Evidence that, except as disclosed on
Schedule 9.5, since December 31, 2001, no event has occurred which,
individually or in the aggregate, has had or is reasonably likely to have a
Material Adverse Effect.

11.1.14 Fees. The Borrowers shall have paid all fees (including, without
limitation, ticking fees) and expenses then due and payable to the
Administrative Agent, the Sole Lead Arranger or any Lender under this Agreement
(including, to the extent then billed, all amounts payable pursuant to Section
15.6).

11.1.15 Opinions of Counsel. The opinions of (a) Mark S. Kipnis,
Corporate Counsel for certain Obligors, (b) Torys LLP, New York counsel for the
Obligors, and (c) Stikeman, Elliott, U.K. counsel to certain Obligors.

11.1.16 U.K. Procedural Requirements. The Administrative Agent shall have
received a certificate dated as of the Amendment Effective Date from the chief
executive or chief financial officer or any director of each of the applicable
U.K. Subsidiaries, certifying that (a) as of the Amendment Effective Date, each
of such U.K. Subsidiaries has implemented and consummated the provisions and
procedures set out in Sections 155-158 of the Companies Act 1985 and (b) save
as disclosed, the granting of the security interest and the giving of the
guarantees contemplated by the Loan Documents do not constitute unlawful
financial assistance within the meaning of Section 151 of the Companies Act
1985, which certificate shall be reasonably acceptable in form, scope and
substance to the Administrative Agent and its counsel, together with evidence
satisfactory to the Administrative Agent (including net asset letters prepared
by the auditors of the U.K. Obligors addressed to the Administrative Agent in
substantially the form set out in Technical Release FRAG 26/94 issued on behalf
of the Institute of Chartered Accountants in England and Wales and on behalf of
itself, the Issuing Bank, the Administrative Agent and the Lenders copies of
the statutory declarations required to be provided by the directors of each
relevant U.K. Obligor and attached auditors reports or other documents
required to ensure that the requirements of Section 154 to 158 of the Companies
Act 1985 have been complied with so far as they relate to the Loan Documents
and compliance with the terms thereof) with respect thereto.

11.1.17 Debt Rating. The Facilities shall be rated at least B+ and Ba2 by
Standard & Poors and Moodys, respectively.

11.1.18 Delivery of Redemption Notices. The Company shall have delivered
evidence satisfactory to the Administrative Agent, that prior to or
simultaneously with the initial Credit Extension, instructions shall have been
given to the applicable Trustee to deliver the required Redemption Notices to
redeem in whole the (a) 1996 Senior Subordinated Notes for an amount of
$257,847,969.98 and (b) the 1997 Senior Subordinated Notes for an amount of
$285,903,715.28, and the Company shall have given irrevocable instructions to
the Administrative Agent to deposit $543,751,685.26 of the Loans made on the
Amendment Effective Date directly with the applicable Trustees for redemption
of the 1996 Senior Subordinated Notes and the 1997 Senior Subordinated Notes.

11.1.19 Issuance of New High Yield Notes. The Company shall have
delivered evidence, satisfactory to the Administrative Agent, that prior to or
contemporaneously with the Initial Credit Extension, the Company shall have
issued a minimum of $300,000,000 principal amount of unsecured notes on
standard and customary terms and conditions reasonably satisfactory to the
Administrative Agent, including without limitation, a maturity of at least one
year longer than the final maturity of the Term B Loans (the New High Yield
Notes).

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11.1.20 Evidence of Payment of Hollinger International Indebtedness. The
Administrative Agent shall have received evidence satisfactory to it that prior
to or contemporaneously with the Initial Credit Extension, (a) the Total Return
Equity Swap shall be settled in full, and (b) the Trilon Financing shall be
repaid in full.

11.1.21 No Default, etc. The following shall be true, and the
Administrative Agent shall have received a certificate dated as of Amendment
Effective Date from the Company to the following effect: (a) No Event of
Default or Unmatured Event of Default shall have occurred and be continuing or
would result from the making of a Credit Extension; (b) the warranties of the
Borrowers contained in Section 9 shall be true and correct as of the Amendment
Effective Date, with the same effect as though made on such date; and (c)
except as disclosed in Schedule 9.5, since December 31, 2001, no event
(including any labor controversy, litigation, arbitration, governmental
investigation or proceeding or environmental matter) shall have occurred which,
in the reasonable good faith judgment of the Required Lenders, may have a
Material Adverse Effect.

11.1.22 Other. The Administrative Agent shall have received such other
documents as the Administrative Agent or any Lender may reasonably request.




11.2 All Credit Extensions. The obligation of each Lender to make each
Loan and of the Issuing Bank to issue each Letter of Credit is subject to the
following further conditions precedent that:

11.2.1 No Default, etc. The following shall be true, and each request for
a Credit Extension shall be deemed a representation and warranty to the effect
that: (a) No Event of Default or Unmatured Event of Default has occurred and
is continuing or will result from the making of such Credit Extension; (b) the
warranties of the Borrowers contained in Section 9 (excluding, in the case of
all Credit Extensions, other than Credit Extensions made on the Amendment
Effective Date, Sections 9.4, 9.5, 9.6, 9.8 and 9.15 through 9.17) are true and
correct as of the date of such requested Credit Extension, with the same effect
as though made on such date; and (c) except as disclosed in Schedule 9.5, since
December 31, 2001, no event (including any labor controversy, litigation,
arbitration, governmental investigation or proceeding or environmental matter)
has occurred which, in the reasonable good faith judgment of the Required
Lenders, has any reasonable likelihood of having a Material Adverse Effect.

11.2.2 Confirmatory Certificate. If requested by the Administrative
Agent, the Administrative Agent shall have received a certificate dated the
date of such requested Credit Extension and signed by a duly authorized
representative of each Borrower as to the matters set out in clauses (a), (b)
and (c) of Section 11.2.1 (it being understood that each request by a Borrower
for a Credit Extension shall be deemed to constitute a warranty by the
Borrowers that the conditions precedent set forth in Section 11.2.1 will be
satisfied at the time of the making of such Credit Extension), together with
such other documents as the Administrative Agent or any Lender may reasonably
request in support thereof.




SECTION
12 Events of Default and Their Effect.




12.1 Events of Default. Each of the following shall constitute an Event
of Default under this Agreement:

12.1.1 Non-Payment of the Loans, etc. Default in the payment when due of
the principal of any Loan; or default, and continuance thereof for three
Business Days, in the payment when due of any interest on any Loan, any
reimbursement obligation with respect to any Letter of Credit or any fee or
other amount payable by any Borrower hereunder or under any other Loan
Document.

12.1.2 Default under Other Debt. (a) Default in the payment when due
(subject to any applicable grace period), whether by acceleration or otherwise,
of any other Debt of Hollinger

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International, any intermediate Subsidiary
between Hollinger International and the Company, the Company or any Restricted
Subsidiary, or (b) default in the performance or observance of any obligation
or condition (subject to any applicable grace period) with respect to any such
other Debt of Hollinger International, any intermediate Subsidiary between
Hollinger International and the Company, any Borrower, any Restricted
Subsidiary, or any other Obligor, if, in the case of either clause
(a) or (b)
above, the effect of such default is to permit the holder of such Debt to
accelerate the maturity of (or there is matured and unpaid) such other Debt
aggregating $5,000,000 ($3,000,000 with respect to any single Restricted
Subsidiary) or more.

12.1.3 Other Material Obligations. Default in the payment when due,
whether by acceleration or otherwise, or in the performance or observance of,
any material obligation of, or condition agreed to by, the Company or any
Restricted Subsidiary with respect to any material purchase or lease of goods
or services (except only to the extent that the existence of any such default
is being contested by the Company or such Restricted Subsidiary in good faith
and by appropriate proceedings and appropriate reserves have been made in
respect of such default) but only if the aggregate liability of the Company and
the Restricted Subsidiaries in respect of all such purchases and leases so
affected shall exceed $5,000,000 ($3,000,000 with respect to any single
Restricted Subsidiary).

12.1.4 Bankruptcy, Insolvency, etc. Hollinger International, any
intermediate Subsidiary between Hollinger International and the Company, any
Borrower, any Restricted Subsidiary or any other Obligor becomes insolvent or
generally fails to pay, or admits in writing its inability or refusal to pay,
debts as they become due; or Hollinger International, any intermediate
Subsidiary between Hollinger International and the Company, any Borrower, any
such Restricted Subsidiary or any other Obligor applies for, consents to, or
acquiesces in the appointment of a trustee, receiver, administrator, liquidator
or other custodian for Hollinger International, any intermediate Subsidiary
between Hollinger International and the Company, any Borrower, such Restricted
Subsidiary or such other Obligor or any property thereof, or makes a general
assignment for the benefit of creditors; or, in the absence of such
application, consent or acquiescence, a trustee, receiver, administrator,
liquidator or other custodian is appointed for Hollinger International, any
intermediate Subsidiary between Hollinger International and the Company, any
Borrower, any Restricted Subsidiary or any other Obligor or for a substantial
part of the property of any thereof and, in the case of any Person other than a
U.K. Subsidiary, is not discharged within 60 days; or any bankruptcy,
insolvency, reorganization, debt arrangement, or other case or proceeding under
any bankruptcy or insolvency law, or any dissolution, liquidation proceeding or
winding up (except the voluntary dissolution, not under any bankruptcy or
insolvency law, of a Restricted Subsidiary), is commenced in respect of
Hollinger International, any intermediate Subsidiary between Hollinger
International and the Company, any Borrower, any Restricted Subsidiary or any
other Obligor and if such case or proceeding is not commenced by Hollinger
International, any intermediate Subsidiary between
Hollinger International and the Company, any Borrower, such Restricted
Subsidiary or such other Obligor, it is consented to or acquiesced in by
Hollinger International, any intermediate Subsidiary between Hollinger
International and the Company, such Borrower, such Restricted Subsidiary or
such other Obligor, or, in the case of any such Person other than a U.K.
Subsidiary remains for 60 days undismissed; Hollinger International, any
intermediate Subsidiary between Hollinger International and the Company, any
Borrower, any Restricted Subsidiary or any other Obligor takes any corporate
action to authorize, or in furtherance of, any of the foregoing.

12.1.5 Non-Compliance with Provisions of This Agreement. Failure by any
Borrower or any Restricted Subsidiary to comply with or to perform any covenant
set forth in Section 10.3, 10.5, 10.6, 10.7 through 10.13, 10.19, 10.26 or
10.27; failure by any Borrower or any Restricted Subsidiary to comply with or
to perform any covenant set forth in Section 10.18 and continuance of such
failure for five days after notice thereof to the Company from the
Administrative Agent or any Lender (or, if such failure cannot be cured with
reasonable diligence within said five day period, such longer period up to a
total of 60 days after notice thereof provided the Company promptly commences a
cure within such five day

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period and diligently pursues the same); failure by
any Borrower or any other Obligor to comply with or to perform any other
provision of this Agreement or any other Loan Document (and not constituting an
Event of Default under any of the other provisions of this Section 12) and
continuance of such failure for 30 days (or, if such failure cannot be cured
with reasonable diligence within said 30 day period, such longer period up to a
total of 60 days provided that the Company promptly commences a cure within
such 30 day period and diligently pursues the same).

12.1.6 Warranties. Any warranty made by any Obligor herein or in any
other Loan Document is breached or is false or misleading in any material
respect, or any schedule, certificate, financial statement, report, notice or
other writing furnished by the Company or any other Obligor to the
Administrative Agent or any Lender is false or misleading in any material
respect on the date as of which the facts therein set forth are stated or
certified.

12.1.7 Pension Plans. (a) Institution of any steps by the Company or any
other Person to terminate a Pension Plan if as a result of such termination any
Borrower or any Restricted Subsidiary could be required to make a contribution
to such Pension Plan, or could incur a liability or obligation to such Pension
Plan, in excess of $5,000,000; (b) a contribution failure occurs with respect
to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of
ERISA or otherwise; or (c) the Company, any of its Subsidiaries or any ERISA
Affiliate is notified by the sponsor of a Multiemployer Plan that it has
incurred Withdrawal Liability to such Multiemployer Plan in an amount that,
when aggregated with all other amounts required to be paid to Multiemployer
Plans by the Company, its Subsidiaries or the ERISA Affiliates as Withdrawal
Liability (determined on the date of such notification) exceeds $5,000,000.

12.1.8 Judgments. Final judgments which exceed an aggregate of $5,000,000
($3,000,000 with respect to any single Restricted Subsidiary) (excluding any
portion thereof which is covered by insurance so long as the insurer is
reasonably likely to be able to pay) shall be rendered against Hollinger
International, any Borrower or any Restricted Subsidiary and shall not have
been discharged or vacated or had execution thereof stayed pending appeal
within 30 days after entry or filing of such judgments.

12.1.9 Invalidity of Guaranty, etc. Any Guaranty shall cease to be in
full force and effect with respect to any Obligor (other than as expressly
permitted hereunder or under any other Loan Document); any Obligor shall fail
(subject to any applicable grace period) to comply with or to perform any
applicable provision of any Guaranty, or any Obligor (or any Person by, through
or on behalf of such Obligor) shall contest in any manner the validity, binding
nature or enforceability of any Guaranty.

12.1.10 Invalidity of Collateral Documents, etc. Any Collateral Document
or any Subordination Agreement shall cease to be in full force and effect with
respect to the Company or any other Obligor
(other than as expressly permitted hereunder or under any other Loan
Document); or any Borrower or any other Obligor shall fail (subject to any
applicable grace period) to comply with or to perform any applicable provision
of any Collateral Document or any Subordination Agreement, or any Borrower or
any other Obligor (or any Person by, through or on behalf of any Borrower or
any other Obligor) shall contest in any manner the validity, binding nature or
enforceability of any Collateral Document or any Subordination Agreement.

12.1.11 Change in Control. A Change in Control shall occur.

12.1.12 Material Adverse Effect. The Required Lenders shall have
reasonably determined in good faith that an event has occurred or a condition
exists that has had or will have a Material Adverse Effect.

12.1.13 Ownership of Restricted Subsidiaries. Except as expressly
permitted hereunder, the Company shall fail to own, for any reason (other than
in connection with an Asset Sale permitted

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hereunder), directly or indirectly,
free and clear of all Liens (except the Lien of the Administrative Agent and
Liens permitted by Section 10.8), 100% of the issued and outstanding Capital
Stock of (a) the Restricted Subsidiaries (other than STDS) existing on the
Amendment Effective Date and (b) any Wholly Owned Restricted Subsidiary formed
after the Amendment Effective Date.

12.2 Effect of Event of Default. If any Event of Default described in
Section 12.1.4 shall occur, the Revolving Commitments (if they have not
theretofore terminated) shall immediately terminate and all Obligations
hereunder shall become immediately due and payable and the Borrowers shall
become immediately obligated to deliver to the Administrative Agent cash
collateral in an amount equal to the outstanding face amount of all Letters of
Credit for which the Issuing Bank is liable, all without presentment, demand,
protest or notice of any kind; and, in the case of any other Event of Default,
the Administrative Agent may (and upon written request of the Required Lenders
shall) declare the Revolving Commitments (if they have not theretofore
terminated) to be terminated and/or declare all Obligations hereunder to be due
and payable, and/or demand that the Borrowers immediately deliver to the
Administrative Agent cash and Cash Equivalent Investments and other cash
collateral acceptable to the Issuing Bank in an amount equal to the outstanding
face amount of all Letters of Credit for which the Issuing Bank is liable,
whereupon the Revolving Commitments (if they have not theretofore terminated)
shall immediately terminate and/or all Obligations hereunder shall become
immediately due and payable and/or the Borrowers shall immediately become
obligated to deliver to the Administrative Agent cash collateral in an amount
equal to the face amount of all Letters of Credit for which the Issuing Bank is
liable, all without presentment, demand, protest or notice of any kind. The
Administrative Agent shall promptly advise the Company of any such declaration,
but failure to do so shall not impair the effect of such declaration.
Notwithstanding the foregoing, the effect as an Event of Default of any event
described in Sections 12.1.1, 12.1.4, 12.1.9 or 12.1.10 may be waived by the
written concurrence of all of the Lenders, and the effect as an Event of
Default of any other event described in this Section 12 may be waived by the
written concurrence of the Required Lenders. Any cash collateral delivered
hereunder shall be held by the Administrative Agent and applied to obligations
arising in connection with any drawing under a Letter of Credit. After the
expiration or termination of all Letters of Credit, such cash collateral shall
be applied by the Administrative Agent to any remaining Obligations of such
Borrower hereunder and any excess shall be delivered to the applicable Borrower
or as a court of competent jurisdiction may direct.




SECTION 13 The Administrative Agent.




13.1 Authorization. Each Lender authorizes and appoints the
Administrative Agent to act on behalf of such Lender to the extent provided
herein or in any other Loan Document or any other document or instrument
delivered hereunder or in connection herewith, and to take such other action as
may be reasonably incidental thereto and authorizes and appoints the
Administrative Agent to act as security trustee in connection with the
Subordination Agreements and the Collateral Documents governed by English law.
Without limiting the forgoing or any other provision in the Loan Documents, the
Administrative Agent may at any time make any and all filings deemed reasonably
necessary in furtherance of this Agreement, the other Loan Documents and the
purposes hereof and thereof, including without limitation, Uniform Commercial
Code financing statements showing any Borrower or other Obligor as Debtor
thereunder (which financing statements may be filed in advance of the Amendment
Effective Date) in all appropriate jurisdictions, which financing statements
may describe the collateral in which a security interest is granted by each
such Debtor as all assets of such Debtor. The Administrative Agent
acknowledges that, in its capacity as Administrative Agent and security
trustee, it holds the Collateral under the Collateral Documents for the benefit
of and in trust for itself and the Lenders.




13.2 Indemnification. Each Lender agrees to reimburse and indemnify the
Administrative Agent for, and hold the Administrative Agent harmless against, a
share (determined in accordance with its

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respective Voting Percentage) of any
loss, damage, penalty, action, judgment, obligation, cost, disbursement,
liability or expense (including reasonable attorneys fees) incurred without
gross negligence or willful misconduct on the part of the Administrative Agent
arising out of or in connection with the performance of its respective
obligations or the exercise of its respective powers hereunder or under any
other Loan Document or any other document or instrument delivered hereunder or
in connection herewith, as well as the costs and expenses of defending against
any claim against the Administrative Agent arising hereunder or thereunder.




13.3 Exculpation. The Administrative Agent shall be entitled to rely upon
advice of counsel concerning legal matters, and upon this Agreement, any other
Loan Document and any schedule, certificate, statement, report, notice or other
writing which it believes to be genuine or to have been presented by a proper
Person. Neither the Administrative Agent nor any of its directors, officers,
employees or agents shall (a) be responsible for any recitals, representations
or warranties contained in, or for the execution, validity, genuineness,
effectiveness or enforceability of, this Agreement, any other Loan Document or
any other instrument or document delivered hereunder or in connection herewith,
(b) be responsible for the validity, genuineness, perfection, effectiveness,
enforceability, existence, value or enforcement of any collateral security, (c)
be under any duty to inquire into or pass upon any of the foregoing matters, or
to make any inquiry concerning the performance by any Borrower or any other
Obligor of its obligations, or (d) in any event, be liable as such for any
action taken or omitted by it or them, except for its or their own gross
negligence or willful misconduct. The agency hereby created shall in no way
impair or affect any of the rights and powers of, or impose any duties or
obligations upon, the Administrative Agent in its individual capacity.




13.4 Credit Investigation. Each Lender acknowledges that it has made such
inquiries and taken such care on its own behalf as would have been the case had
such Lenders Revolving Commitments been granted, the Letters of Credit been
issued and such Lenders Loans been made directly by such Lender to the
Borrowers without the intervention of the Administrative Agent or any other
Lender. Each Lender agrees and
acknowledges that the Administrative Agent makes no representations or
warranties about the creditworthiness of the Borrowers or any other party to
this Agreement or any other Loan Document or with respect to the legality,
validity, sufficiency or enforceability of this Agreement or any other Loan
Document or the value of any security therefor.




13.5 Administrative Agent and Affiliates. The Administrative Agent in its
individual capacity shall have the same rights and powers hereunder as any
other Lender and may exercise or refrain from exercising the same as though it
were not the Administrative Agent, and the Administrative Agent and its
Affiliates may accept deposits from, make loans to and generally engage in any
kind of business with the Borrowers or any Affiliate thereof as if it were not
the Administrative Agent hereunder.




13.6 Action on Instructions of the Lenders. As to any matters not
expressly provided for by this Agreement (including enforcement of any Loan
Document or collection of the Credit Extensions), the Administrative Agent
shall not be required to exercise any discretion or take any action, but the
Administrative Agent shall in all cases be fully protected in acting or
refraining from acting upon the written instructions from the Lenders. In no
event will the Administrative Agent be required to take any action which
exposes the Administrative Agent to personal liability or which is contrary to
this Agreement, any other Loan Document or applicable law. The relationship
between the Administrative Agent and the Lenders is and shall be that of agent
and principal only and nothing herein contained shall be construed to
constitute the Administrative Agent a trustee for any Lender or any holder of a
participation in any Credit Extension or to impose on the Administrative Agent
duties and obligations other than those expressly provided for herein.




13.7 Funding Reliance. (a) Unless the Administrative Agent receives
notice from a Lender by 11:00 a.m. (Local Time) on the day of a proposed
borrowing that such Lender will not make available

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to the Administrative Agent
the amount which would constitute its Revolving Percentage, Incremental
Percentage or Term A Percentage or Term B Percentage, as applicable, of such
borrowing in accordance with Section 2.4, the Administrative Agent may assume
that such Lender has made such amount available to the Administrative Agent
and, in reliance upon such assumption, make a corresponding amount available to
the applicable Borrower. If and to the extent such Lender has not made any
such amount available to the Administrative Agent, such Lender and such
Borrower jointly and severally agree to repay such amount to the Administrative
Agent forthwith on demand, together with interest thereon at the interest rate
applicable to Credit Extensions comprising such borrowing (or, in the case of
any Lender which repays such amount within three Business Days, the Federal
Funds Rate). Nothing set forth in this clause (a) shall relieve any Lender of
any obligation it may have to make any Credit Extension hereunder.

(b)  Unless the Administrative Agent receives notice from the applicable
Borrower prior to the due date for any payment hereunder that such Borrower
does not intend to make such payment, the Administrative Agent may assume that
such Borrower has made such payment and, in reliance upon such assumption, make
available to each Lender its share of such payment. If and to the extent that
such Borrower has not made any such payment to the Administrative Agent, each
Lender which received a share of such payment shall repay such share (or the
relevant portion thereof) to the Administrative Agent forthwith on demand,
together with interest thereon at the Federal Funds Rate. Nothing set forth in
this clause (b) shall relieve any Borrower of any obligation it may have to
make any payment hereunder.




13.8 Collateral Matters. The Lenders irrevocably authorize the
Administrative Agent, at its option and in its discretion, to release any Lien
granted to or held by the Administrative Agent upon any Collateral (a) upon
termination of the Revolving Commitments and any Hedging Agreements with any
Lender and payment in full of all Secured Obligations; (b) constituting
property sold or to be sold or disposed of as part of or in connection with any
disposition permitted hereunder; (c) constituting property in which the Company
or any Restricted Subsidiary owned no interest at the time the Lien was granted
or at any time thereafter; (d) constituting property leased to the Company or
any Restricted Subsidiary under a lease which has expired or been terminated in
a transaction permitted under this Agreement or is about to expire and which
has not been, and is not intended by the Company or such Restricted Subsidiary
to be, renewed or extended; or (e) subject to Section 15.1(b), if approved,
authorized or ratified in writing by the Required Lenders. Upon request by the
Administrative Agent at any time, the Lenders will confirm in writing the
Administrative Agents authority to release particular types or items of
Collateral pursuant to this Section 13.8.




13.9 Resignation. The Administrative Agent may resign as such at any time
upon at least 30 days prior notice to the Company and the Lenders. The
Lenders shall (with, so long as no Event of Default or Unmatured Event of
Default exists, the prior written consent of the Company, which shall not be
unreasonably withheld or delayed) as promptly as practicable appoint a
successor Administrative Agent. If no successor shall have been so appointed,
and shall have accepted such appointment, within 30 days after the giving of
notice of such resignation, then the retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative Agent, which shall be
a Lender or a commercial bank having a combined capital, surplus and undivided
profits of at least $500,000,000. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested
with all rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from all
further duties and obligations under this Agreement. After any resignation
pursuant to this Section 13.9, the provisions of this Section 13 shall inure to
the benefit of the retiring Administrative Agent as to any actions taken or
omitted to be taken by it while it was Administrative Agent hereunder.




13.10
Assignment of Rights and Obligations of Original Administrative Agent. (a) In consideration of the Administrative Agent acting as such, effective as of the Amendment Effective Date

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and commencing thereupon, the
Original Administrative Agent hereby transfers and assigns to the
Administrative Agent for the benefit of itself, the other Lenders and the other
secured parties identified herein or in the other Loan Documents, (i) all of
the Original Administrative Agents right, title, and interest in and to (A)
all security interests and other interests in all collateral (the Existing
Collateral) relating to the Existing Credit Agreement and the other Loan
Documents (as defined in the Existing Credit Agreement), (B) all Collateral
Documents (as defined in the Existing Credit Agreement), and (C) all other
certificates, instruments, notes, agreements or other documents evidencing or
otherwise relating to the Existing Collateral (all items described in clauses
(B) and (C) being collectively, the Existing Collateral Documents), and (ii)
all of the Original Administrative Agents rights and obligations as
Administrative Agent (as defined in the Existing Credit Agreement) under the
Existing Credit Agreement and the other Loan Documents (as defined in the
Existing Credit Agreement)

(b)  In connection with the transfer and assignment described in the
foregoing clause (a), the Original Administrative Agent hereby (i) agrees to
(A) deliver to the Administrative Agent in due course
all originals in the possession of the Original Administrative Agent of
each Existing Collateral Document, and (B) take any and all other action that
the Administrative Agent may reasonably deem necessary or desirable to give
effect to such transfer and assignment, and (ii) authorizes the Administrative
Agent to take any and all action the Administrative Agent may reasonably deem
necessary or desirable to give effect to such transfer and assignment,
including without limitation, the filing (in any jurisdiction) of any Uniform
Commercial Code financing statements necessary or desirable to assign to the
Administrative Agent or otherwise deal with any existing Uniform Commercial
Code financing statements and any other filings and recordings covering any
Existing Collateral, naming the Original Administrative Agent as secured party.




13.11 The Sole Lead Arranger, the Syndication Agent and the Documentation
Agent. It is understood and agreed by all parties hereto that neither the
Arranger, nor the Syndication Agent, nor the Documentation Agent shall have any
duties or responsibilities under this Agreement and shall have no liability for
any actions taken or not taken in connection with this Agreement or the other
Loan Documents.




SECTION 14 Guaranty Provisions.

14.1 Guaranty. Each of the Company, Telegraph and FDTH (each referred to
in this Section 14 as a Guarantor) guarantees certain Obligations of the
other Borrowers as follows:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) the Company hereby absolutely, unconditionally and irrevocably,
and jointly and severally, as primary obligor and not merely as surety,
guarantees the full and prompt payment when due, whether by acceleration
or otherwise, and at all times thereafter, of all Obligations (monetary
or otherwise) of Telegraph and FDTH to each of the Secured Parties (as
defined below) which arise out of or in connection with this Agreement,
any Letter of Credit or Letter of Credit Application, any Hedging
Agreement or any other Loan Document, in each case as the same may be
amended, modified, extended or renewed from time to time, in each case
howsoever created, arising or evidenced, whether direct or indirect,
absolute or contingent, now or hereafter existing, or due or to become
due (all such obligations being herein collectively called the
Company
Guaranteed Obligations),
|
| | (b) Telegraph hereby absolutely, unconditionally and irrevocably,
and jointly and severally, as primary obligor and not merely as surety,
guarantees the full and prompt payment when due, whether by acceleration
or otherwise, and at all times thereafter, of all Obligations (monetary
or otherwise) of FDTH to each of the Secured Parties, howsoever created,
arising or evidenced, whether direct or indirect, absolute or contingent,
now or hereafter existing, or due or to become due, which arise out of or
in connection with the Credit Agreement, any Hedging                                                                                                                                                                                                                                                                                                                            

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Agreement or any
other Loan Document, in each case as the same may be amended, modified,
extended or renewed from time to time (all such obligations being herein
collectively called the Telegraph Guaranteed Obligations), and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (c) FDTH hereby absolutely, unconditionally and irrevocably, and
jointly and severally, as primary obligor and not merely as surety,
guarantees the full and prompt payment when due, whether by acceleration
or otherwise, and at all times thereafter, of all Obligations (monetary
or otherwise) of Telegraph to each of the Secured Parties, howsoever
created, arising or evidenced, whether direct or indirect, absolute or
contingent, now or hereafter existing, or due or to become due, which
arise out of or in connection with the Credit Agreement, any Letter of
Credit or Letter of Credit Application, any Hedging Agreement or any
other Loan Document, in each case as the
same may be amended, modified, extended or renewed from time to time
(all such obligations being herein collectively called the FDTH
Guaranteed Obligations).

The Company Guaranteed Obligations, the Telegraph Guaranteed Obligations and
the FDTH Guaranteed Obligations are herein collectively referred to as the
Guaranteed Obligations, and any reference to the Guaranteed Obligations of
any of the Borrowers shall be construed as a reference to, in the case of the
Company, the Companys Guaranteed Obligations, in the case of the Telegraph,
the Telegraph Guaranteed Obligations, and in the case of FDTH, the FDTH
Guaranteed Obligations. Without limiting the generality of the foregoing, the
respective liabilities of FDTH and Telegraph under this Section 14 shall extend
to all amounts that constitute part of, in the case of FDTH, the FDTH
Guaranteed Obligations and, in the case of Telegraph, the Telegraph Guaranteed
Obligations, and would be owed by, in the case of Telegraph, FDTH and in the
case of FDTH, Telegraph, to any Secured Party under or in respect of the Loan
Documents or the applicable Hedging Agreements but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving such Borrower. The holders of
any Guaranteed Obligations (including the Administrative Agent) are herein
collectively referred to as the Secured Parties and individually as a
Secured Party.

The
obligations of each Guarantor under this Section 14 constitute a guaranty
by such Guarantor of payment when due and not of collection and each Guarantor
specifically agrees that it shall not be necessary or required that the
Administrative Agent or any other Secured Party exercise any right, assert any
claim or demand or enforce any remedy whatsoever against any Borrower (or any
other Person) before or as a condition to the obligations of such Guarantor
hereunder.

Any term
or provision of this Section 14 or any other Loan Document to the
contrary notwithstanding, the aggregate maximum amount of the Guaranteed
Obligations for which each Guarantor shall be liable shall not exceed the
maximum amount for which such Guarantor can be liable without rendering the
obligations of such Guarantor under this Section 14 or any other Loan Document
as it relates to such Guarantor, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer.




14.2 Acceleration of Guaranty. Each Guarantor agrees that, in the event
of any Event of Default under Section 12.1.4, and if such event shall occur at
a time when any of its Guaranteed Obligations are not then due and payable,
such Guarantor shall pay to the Administrative Agent for the account of the
Administrative Agent and the other Secured Parties forthwith the full amount
which would be payable hereunder by such Guarantor if all its Guaranteed
Obligations were then due and payable.




14.3 Guaranty Absolute, etc. The obligations of each Guarantor under this
Section 14 shall in all respects be continuing, absolute, unconditional and
irrevocable, and shall remain in full force and effect until all its Guaranteed
Obligations have been paid in full, finally and indefeasibly, all obligations
of such Guarantor hereunder shall have been paid in full, finally and
indefeasibly, and the Revolving Commitments, all Letters of Credit, all Hedging
Agreements and any other commitments by Administrative Agent or the other
Secured Parties to the Borrowers shall have terminated. Each

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Guarantor
guarantees that its Guaranteed Obligations shall be paid strictly in accordance
with the terms of this Agreement and each other Loan Document under which they
arise, regardless of any law, regulation or order now or hereafter in effect in
any jurisdiction affecting any of such terms or the rights of the
Administrative Agent or any other Secured Party with respect thereto. The
creation or existence from time to time of additional Guaranteed Obligations to
the Administrative Agent or the other Secured Parties or any of them is hereby
authorized, without notice to any Guarantor, and shall in no way impair the
rights of the Administrative Agent or the other Secured Parties or the
obligations of any Guarantor under this Section 14, including the guaranty
hereunder of such additional Guaranteed Obligations. The liability of
each Guarantor under this Section 14 shall be absolute, unconditional and
irrevocable irrespective of:



| |                                                                                                   
| | --------------------------------------------------------------------------------------------------
| | (a) any lack of validity, legality or enforceability of this
Agreement or any other Loan Document;
|
| | (b) the failure of the Administrative Agent or any other Secured
Party:                           



| |                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) to assert any claim or demand or to enforce any right or remedy
against any of the Borrowers or any other Person (including any
other guarantor) under the provisions of this Agreement or any
other Loan Document or otherwise, or to join any such Person in any
action against any of the Borrowers or any other Person, or
|
| | (ii) to exercise any right or remedy against any other guarantor
of, or collateral securing, any Guaranteed Obligations;                                                                                                                                                                                                          



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Guaranteed Obligations, or any other
extension, compromise or renewal of any Guaranteed Obligation;                                                                                                                                                                                                                                                                                                                            
|
| | (d) any reduction, limitation, impairment or termination of any
Guaranteed Obligations for any reason, including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to
(and each Guarantor hereby waives any right to or claim of) any defense
or setoff, counterclaim, recoupment or termination whatsoever by reason
of the invalidity, illegality, nongenuineness, irregularity, compromise,
unenforceability of, or any other event or occurrence affecting, any
Guaranteed Obligations;
|
| | (e) any amendment to, rescission, waiver, or other modification of,
or any consent to departure from, any of the terms of this Agreement or
any other Loan Document;                                                                                                                                                                                                                                                                                                                                                                 
|
| | (f) (i) any addition, exchange, release, surrender or non-perfection
of any collateral or (ii) any amendment to or waiver or release or
addition of, or consent to departure from, any other guaranty held by the
Administrative Agent or any other Secured Party, securing or supporting
any of the Guaranteed Obligations;                                                                                                                                                                                                         
|
| | (g) any manner of application of any Collateral, or the proceeds
thereof, to all or any of the Guaranteed Obligations, or any manner of
sale or other disposition of any Collateral for all or any of the
Guaranteed Obligations or any other obligation of any Borrower under the
Loan Documents or any other assets of any Borrower or any of its
Subsidiaries;                                                                                                                                                                    
|
| | (h) any change, restructuring or termination of the corporate
structure or existence of any Borrower or any of its Subsidiaries;                                                                                                                                                                                                                                                                                                                                                                                                     

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| |                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the failure of any other Person to execute or deliver any
guaranty or agreement, or the release or reduction of liability of any
Guarantor or any other guarantor or surety with respect to the Guaranteed
Obligations; or                       
|
| | (j) any other circumstance (including, without limitation, any
statute of limitations) which might otherwise constitute a defense
available to, or a legal or equitable discharge of, any Guarantor, any
Borrower, any surety or any other guarantor.




14.4 Reinstatement, etc. Each Guarantor agrees that its obligations under this Section 14 shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment (in whole or in part) of any of its Guaranteed Obligations is
rescinded or must otherwise be restored by the Administrative Agent or any
other Secured Party, upon the insolvency, bankruptcy or reorganization of any
Borrower, any other Person or otherwise, as though such payment had not been
made.




14.5 Waiver, etc. Each Guarantor hereby waives promptness, diligence,
notice of acceptance and any other notice with respect to any of the Guaranteed
Obligations and its obligations under this Section 14 and any requirement that
the Administrative Agent or any other Secured Party protect, secure, perfect or
insure any security interest or Lien, or any property subject thereto, or
exhaust any right or take any action against any Borrower or any other Person
(including any other guarantor) or entity or any collateral securing any
Guaranteed Obligations.




14.6 Waiver of Subrogation and Contribution. Until the Guaranteed
Obligations have been paid in cash indefeasibly in full, each Guarantor hereby
irrevocably waives any claim or other rights which it may now or hereafter
acquire against any Borrower or any other Person that arise from the existence,
payment, performance or enforcement of such Guarantors obligations under this
Section 14 or any other Loan Document, including any right of subrogation,
reimbursement, contribution, exoneration, or indemnification, any right to
participate in any claim or remedy of the Administrative Agent or any other
Secured Party against any Borrower or any other Person or any collateral which
the Administrative Agent or any other Secured Party now has or hereafter
acquires, whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, including the right to take or receive from
any Borrower or any other Person, directly or indirectly, in cash or other
property or by set-off or in any manner, payment or security on account of such
claim or other rights. If any amount shall be paid to any Guarantor in
violation of the preceding sentence and the Guaranteed Obligations shall not
have been paid in cash indefeasibly in full and the Revolving Commitments, all

Letters of Credit, all Hedging Agreements and any other commitments by the
Lenders, the Administrative Agent or any other Secured Party to any Borrower
shall not have been terminated, such amount shall be deemed to have been paid
to such Guarantor for the benefit of, and held in trust for, the Administrative
Agent and the other Secured Parties, and shall forthwith be paid to the
Administrative Agent to be credited and applied upon the Guaranteed
Obligations, whether matured or unmatured. Each Guarantor acknowledges that it
will receive direct and indirect benefits from the financing arrangements
contemplated by this Agreement and that the waiver set forth in this Section is
knowingly made in contemplation of such benefits.




14.7 Independent Credit Decision. Each Guarantor has, independently and
without reliance upon the Administrative Agent or any other Secured Party and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Guaranty and each other
Loan Document to which it is or is to be a party, and such Guarantor has
established adequate means of obtaining from each Borrower on a continuing
basis information pertaining to, and is now and on a continuing basis will be
completely familiar with, the business, condition (financial or otherwise),
operations, performance, properties and prospects of such Borrower.

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SECTION 15 General.




15.1 Waiver; Remedies; Amendments. (a) No delay or failure on the
part of the Administrative Agent or any Lender in the exercise of any right,
power or remedy shall operate as a waiver thereof, nor shall any single or
partial exercise by any of them of any right, power or remedy preclude other or
further exercise thereof, or the exercise of any other right, power or remedy.
The remedies herein provided are cumulative and not exclusive of any remedies
provided by law. No amendment, modification or waiver of, or consent with
respect to, any provision of this Agreement shall in any event be effective
unless the same shall be in writing and signed and delivered by the Company and
by Lenders having an aggregate Voting Percentage of not less than the aggregate
Voting Percentage expressly designated herein with respect thereto or, in the
absence of such designation as to any provision of this Agreement, by the
Required Lenders, and then any such amendment, modification, waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

(b)  No amendment, modification, waiver or consent:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) shall amend, modify or waive any condition precedent to (x) the
Credit Extensions on the Amendment Effective Date without the consent of
all Lenders or (y) any Credit Extension under the Revolving Commitments
without the consent of the Required Revolving Lenders, or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (ii) shall (w) extend or increase the amount of any Revolving
Commitment, (x) reduce the principal amount of any Loans, (y) change the
date for payment of any principal of or interest on the Credit Extensions
(including, without limitation, any change to (A) any scheduled date for
any such payment, or (B) the Stated Maturity Date) or any fees payable
hereunder, or (z) reduce the rate of interest or discount on any Credit
Extensions or any fees payable hereunder, without the consent of all
Lenders directly affected thereby, or                                                                                                                                                                                                                                                                                                       
|
| | (iii) shall (x) release any Person from its obligations under any
Guaranty or release any substantial part of the Collateral granted under
the Collateral Documents except Collateral having a fair market value of
less than $5,000,000 in the aggregate or as otherwise permitted under
this Agreement or the Collateral Documents or (y) change the definition
of Required Lenders or the aggregate Voting Percentage required to effect
an amendment, modification, waiver or consent or to amend Section 4
(Interlender Agreements) or this Section 15.1 without the consent of all
Lenders or (z) change the definition of Required Revolving Lenders
without the consent of all Revolving Lenders, or                                                                                                                                              
|
| | (iv) shall, in the reasonable judgment of the Administrative Agent,
affect adversely the interests, rights or obligations of the Revolving
Lenders in a manner substantially different from the effect of such
amendment, waiver or consent on the Term Lenders, unless consented to by
the Required Revolving Lenders, it being understood that (x) any
amendment, waiver or consent that has the effect of curing or waiving any
Event of Default or Unmatured Event of Default and that contemplates an
advance in connection with such amendment, waiver or consent shall
require the consent of the Required Revolving Lenders and (y) any
amendment, waiver or consent that has the effect of shortening the
maturity or any payment scheduled hereunder with respect to the Term
Loans shall require the consent of the Required Revolving Lenders;

(c)  No provisions of Section 13 shall be amended, modified or waived
without the consent of the Administrative Agent. No provision relating to the
aggregate amount of Letters of Credit that may be
issued, or of Section 2.6, 2.7, 2.8, 2.9, 2.12(c), 5.7(b) or 5.7(d), shall
be amended, modified or waived without the consent of the Issuing Bank.

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(d)  The Fee Letters may be amended with the consent of the parties
thereto.

(e)  Unless otherwise prohibited by law, if any change occurs in a currency
or currency unit of any country or if more than one currency or currency unit
are at the same time recognized by the central bank of any relevant country as
the lawful currency of such country, then:



| |                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) any reference in the Loan Documents to, and any obligations
arising under the Loan Documents in, the currency of that country shall
be translated into, or paid in, the currency or currency unit designated
by the Administrative Agent after consultation with the Company; and                                                 
|
| | (ii) any translation from one currency or currency unit to another
shall be at the official rate of exchange recognized by that central bank
for the conversion of such currency or currency unit into the other,
rounded up or down to the nearest whole unit of such other currency by
the Administrative Agent (acting reasonably).

(f)  If a change in any currency of any relevant country occurs (including
in consequence of the European Monetary Union), this Agreement will be amended
to the extent to which the Administrative Agent, acting reasonably and in
consultation with the Company, determines to be necessary to comply with any
generally accepted conventions and market practice in the relevant interbank
market and otherwise to reflect the change in currency and to put the Lenders
in the same position, so far as is possible and the Obligors in the same
position, so far as possible, that they would have been in respectively if no
change in currency had occurred.




15.2 Confirmations. Each Borrower and each Lender agree from time to
time, upon written request received by it from the other, to confirm to the
other in writing (with a copy of each such confirmation to the Administrative
Agent) the aggregate unpaid principal amount of such Lenders Loans then
outstanding under this Agreement.




15.3 Notices. Except as otherwise provided in Sections 2.4, 2.5, 2.6 and
5.3, all notices hereunder shall be in writing (including facsimile
transmission) and shall be sent to the applicable party at its address shown on
Schedule 15.3 or at such other address as such party may, by written notice
received by the other parties hereto, have designated as its address for such
purpose. Notices sent by facsimile transmission shall be deemed to have been
given when sent; notices sent by mail shall be deemed to have been given three
Business Days after the date when sent by registered or certified mail, postage
prepaid; and notices sent by hand delivery shall be deemed to have been given
when received. For purposes of Sections 2.4, 2.5, 2.6 and 5.3, the
Administrative Agent shall be entitled to rely on telephonic instructions from
any Person that the Administrative Agent in good faith believes is an
authorized officer or employee of any Borrower and the Borrowers shall hold the
Administrative Agent and each Lender harmless from any loss, cost or expense
resulting from any such reliance.




15.4 Computations. Where the character or amount of any asset or
liability or item of income or expense is required to be determined, or any
consolidation or other accounting computation is required to be made, for the
purpose of this Agreement, such determination or calculation shall, to the
extent applicable and except as otherwise specified in this Agreement, be made
in accordance with GAAP applied on a basis consistent with that used in the
preparation of the audited financial statements of Hollinger International
referred to in clause (a) of Section 9.4.




15.5 Regulations U and X. Each Lender represents that it in good faith is
not relying, either directly or indirectly, upon any Margin Stock as collateral
security for the extension or maintenance by it of any credit provided for in
this Agreement.

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15.6 Costs, Expenses and Taxes. Each Borrower agrees to pay on demand (a)
all reasonable out-of-pocket costs and expenses of the Sole Lead Arranger
(including the reasonable fees and charges of counsel for the Sole Lead
Arranger and of local counsel, if any, who may be retained by said counsel)
incurred on or prior to the Amendment Effective Date in connection with the
preparation, execution and delivery of this Agreement and the other Loan
Documents and all other documents provided for herein or delivered or to be
delivered hereunder or in connection herewith and in connection with prior
unconsummated financings, (b) all reasonable out-of-pocket costs and expenses
of the Administrative Agent (including the reasonable fees and charges of
counsel for the Administrative Agent and of local counsel, if any, who may be
retained by said counsel) in connection with the preparation, execution,
delivery and administration of this Agreement, the other Loan Documents and all
other documents provided for herein or delivered or to be delivered hereunder
or in connection herewith (including any amendment, supplement or waiver to any
Loan Document and the consideration of legal considerations related to any Loan
Document), and (c) all reasonable out-of-pocket costs and expenses (including
reasonable attorneys fees, court costs and other legal expenses) incurred by
the Administrative Agent and each Lender after an Event of Default in
connection with (i) enforcing any Loan Documents or Obligation or any security
therefor or exercising or enforcing any other right or remedy available by
reason of such Event of Default; (ii) any refinancing or restructuring of the
credit arrangements provided under this Agreement in the nature of work-out
or in any insolvency or bankruptcy proceeding; (iii) commencing, defending or
intervening in any litigation or in filing a petition, complaint, answer,
motion or other pleadings in any legal proceeding relating to any Loan
Document, the Obligations, or otherwise related to or arising out of the
transactions contemplated hereby or by any of the other Loan Documents; and
(iv) taking any other action in or with respect to any suit or proceeding
(bankruptcy or otherwise) described in clauses (i) through (iii) above. Each
Lender agrees to reimburse the Administrative Agent for such Lenders pro rata
share (based on its respective Voting Percentage) of any such costs and
expenses of the Administrative Agent not paid by the Borrowers. In addition,
the Borrowers agree to pay, and to save the Administrative Agent and the
Lenders harmless from all liability for, any stamp or other taxes which may be
payable in connection with the execution and delivery of this Agreement, the
borrowings hereunder or the execution and delivery of any other Loan Document
or any other document provided for herein or delivered or to be delivered
hereunder or in connection herewith. All obligations provided for in this
Section 15.6 shall survive repayment of the Obligations and any termination of
this Agreement.




15.7 Subsidiary References. The provisions of this Agreement relating to
Subsidiaries of the Company shall apply only during such times as the Company
has one or more Subsidiaries.




15.8 Captions. Section captions used in this Agreement are for convenience only and
shall not affect the construction of this Agreement.




15.9 Assignments; Reallocation.

15.9.1 Assignments. Any Lender may, with the prior written consent of the
Company (at all times other than during the existence of an Event of Default),
the Issuing Bank (in the case of the assignment of a Revolving Commitment or a
Credit Extension under any Revolving Commitment) and the Administrative Agent
(which consents shall not be unreasonably delayed or withheld and shall not be
applicable in the case of assignment of Loans to an Affiliate of such Lender or
a Related Fund of any Lender or to any other Lender), at any time assign and
delegate to one or more Eligible Assignees, all or any portion of such Lenders
Loans and/or Revolving Commitments hereunder, subject to the following
conditions:



| |                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) each Assignment and delegation of Revolving Loans and Revolving
Commitments shall be a constant, not a varying, percentage of all the
assigning Revolving Lenders Individual Revolving Commitment,
participation in Letters of Credit and Revolving Loans hereunder in a
minimum aggregate amount equal to the lesser of (x) the sum of the
assigning Revolving

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| |                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Lenders remaining Revolving Loans, participation in
Letters of Credit and (to the extent not used) Individual Revolving
Commitment hereunder and (y) $1,000,000 in the aggregate or such lesser
amount agreed to by the Company and the Administrative Agent; and                                                                                                                                    
|
| | (b) any assignment of Term A Loans shall be in a minimum aggregate
amount equal to the lesser of (x) the assigning Term A Lenders remaining
Term A Loans and (y) $1,000,000 or such lesser amount agreed to by the
Company and the Administrative Agent;                                                                                                                                             
|
| | (c) any assignment of Term B Loans shall be in a minimum aggregate
amount equal to the lesser of (x) the assigning Term B Lenders remaining
Term B Loans and (y) $1,000,000 or such lesser amount agreed to by the
Company and the Administrative Agent; provided, however, that a Term B
Lender may assign smaller amounts of its Term B Loans to different funds
managed by such Term B Lender; and
|
| | (d) any assignment of any Incremental Loans shall be in the minimum
aggregate amount set forth in the applicable Supplement;                                                                                                                                                                                                                                                                          

provided, however, that (i) no assignment and delegation may be made to any
Person if, at the time of such assignment and delegation, the Borrowers would
be obligated to pay any greater amount under Section 8 to the Eligible Assignee
than the Borrowers are then obligated to pay to the assigning Lender under such
Section and (ii) the Borrowers, the Issuing Bank and the Administrative Agent
shall be entitled to continue to deal solely and directly with such Lender in
connection with the interests so assigned and delegated to an Eligible Assignee
until the date when all of the following conditions shall have been met:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) five Business Days (or such lesser period of time as the
Administrative Agent and the assigning Lender shall agree) shall have
passed after written notice of such assignment and delegation, together
with payment instructions, addresses and related information with respect
to such Eligible Assignee, shall have been given to the Company and the
Administrative Agent by such assigning Lender and the Eligible Assignee,                                                     
|
| | (B) the assigning Lender and the Eligible Assignee shall have
executed and delivered to the Company and the Administrative Agent an
assignment agreement substantially in the form of
Exhibit E (an
Assignment Agreement), together with any documents required to be
delivered thereunder, which Assignment Agreement shall have been accepted
by the Administrative Agent, the Issuing Bank and, at all times other
than during the existence of an Event of Default, the Company, and
|
| | (C) the assigning Lender or the Eligible Assignee shall have paid
the Administrative Agent a processing fee of $3,500 (and in the case of
assignments on the same day by a Lender to more than one fund managed or
advised by the same investment advisor, only a single $3,500 processing
fee shall be payable for all such assignments by such Lenders to such
funds).                                                                                                                  

From and after the date on which the conditions described above have been met,
(A) such Eligible Assignee shall be deemed automatically to have become a party
hereto and, to the extent that rights and obligations hereunder have been
assigned and delegated to such Eligible Assignee pursuant to such Assignment
Agreement, shall have the rights and obligations of a Lender hereunder,
including, without limitation, the right to request promissory notes evidencing
Obligations owed to it in accordance with Section 2.16, and (B) the assigning
Lender, to the extent that rights and obligations hereunder have been assigned
and delegated by it pursuant to such Assignment Agreement, shall be released
from its obligations hereunder. The Administrative Agent shall prepare all
necessary documents, if any, in connection with assignments. Accrued interest
on that part of such Lenders Obligations being assigned shall be paid as
provided in the Assignment Agreement. Accrued interest and fees on that part
of such Lenders Obligations not being assigned

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shall be paid as provided in the Assignment Agreement. Accrued interest and
fees on that part of such Lenders Obligations not being assigned shall be paid
to the assigning Lender. Accrued interest and accrued fees shall be paid at
the same time or times provided in this Agreement. Any attempted assignment
and delegation not made in accordance with this Section 15.9.1 shall be null
and void.

Notwithstanding the foregoing provisions of this Section 15.9.1 or any other
provisions of this Agreement, (i) any Lender may at any time assign all or any
portion of its Loans to any central bank (but no such assignment shall release
any Lender from any of its obligations hereunder) and (ii) any Term B Lender or
Incremental Lender that is a fund that invests in bank loans may (without the
consent of or notice to the Company or the Administrative Agent) pledge all or
any portion of its rights in connection with this Agreement to the trustee for
holders of obligations owed, or securities issued, by such fund as security for
such obligations or securities, provided that any foreclosure or other exercise
of remedies by such trustee shall be subject to the provisions of this Section
regarding assignments in all respects. No assignment or pledge described in
the preceding sentence shall release the assigning Lender from its obligations
hereunder.

The Administrative Agent, acting solely for this purpose as an agent of the
Borrowers, shall maintain at one of its offices a copy of each Assignment
Agreement delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Revolving Commitments of, and principal
amount of and interest on the Loans and Letters of Credit owing to, each Lender
pursuant to the terms hereof from time to time (the Register). The entries
in the Register shall be conclusive, and the Borrowers, the Administrative
Agent, the Issuing Bank and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. No
assignment of any Loans or Letters of Credit shall be effective until such
transfer is recorded by the Administrative Agent. The Register shall be
available for inspection by the Company, the Issuing Bank and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.

15.9.2 Re-allocations. The credit extensions and commitments made by the
Original Lenders and outstanding pursuant to the Existing Credit Agreement
shall be assigned and re-allocated among the Lenders so that, and credit
extensions and commitments shall be made by the Lenders pursuant to this
Agreement so that, from and after the Amendment Effective Date, the respective
commitments and credit extensions of the Lenders shall be as set forth on
Schedule 1.1. The credit extensions and commitments of the Original Lenders
which shall cease to be Lenders hereunder shall be purchased at par, plus
accrued interest to (but excluding) the Amendment Effective Date, and the
Administrative Agent and the Borrowers shall make suitable adjustments for the
commitments and credit extensions of Existing Lenders that remain Lenders
hereunder. Credit extensions made by Original Lenders which remain Lenders
hereunder shall, effective as of the Amendment Effective Date, be evidenced and
governed by this Agreement and the Loan Documents.

15.10 Participations. Any Lender may, without the consent of or notice to
the Company and the Administrative Agent, at any time sell to one or more
commercial banks or other Persons participating interests in any Loan owing to
such Lender, the Revolving Commitment of such Lender, the direct or
participation interest of such Lender in any Letter of Credit or any other
interest of such Lender hereunder (any Person purchasing any such participating
interest being herein called a Participant) provided that such sale shall be
of a constant and not a varying percentage of the selling Lenders Individual
Revolving Commitment, Letters of Credit and Revolving Loans. In the event of a
sale by a Lender of a participating interest to a Participant, (x) the
Borrowers and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lenders rights and
obligations hereunder and (y) all amounts payable by the Borrowers shall be
determined as if such Lender had not sold such participation
and shall be paid directly to such Lender. No Participant shall have any
direct or indirect voting rights hereunder except with respect to any of the
events described in Section 15.1(b). Each Lender agrees to

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incorporate the
requirements of the preceding sentence into each participation agreement which
such Lender enters into with any Participant. Each Borrower agrees that if
amounts outstanding under this Agreement are due and payable (as a result of
acceleration or otherwise), each Participant shall be deemed to have the right
of setoff in respect of its participating interest in amounts owing under this
Agreement and with respect to any Letter of Credit to the same extent as if the
amount of its participating interest were owing directly to it as a Lender
under this Agreement; provided that such right of setoff shall be subject to
the obligation of each Participant to share with the Lenders, and the Lenders
agree to share with each Participant, as provided in Section 7.5. Each
Borrower also agrees that each Participant shall be entitled to the benefits of
Section 8 as if it were a Lender (provided that no Participant shall receive
any greater compensation pursuant to Section 8 than would have been paid to the
participating Lender if no participation had been sold).

15.11 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Whenever possible each
provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining
provisions of this Agreement. All obligations of the Borrowers and rights of
the Administrative Agent and the Lenders expressed herein or in any other Loan
Document shall be in addition to and not in limitation of those provided by
applicable law.

15.12 Counterparts/Facsimile. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts and each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same Agreement.
Loan Documents may be transmitted and/or signed by facsimile. The
effectiveness of any such documents and signatures shall, subject to any
applicable law, have the same force and effect as manually-signed originals and
shall be binding on the Borrowers, the Lenders, the Issuing Bank, and the
Administrative Agent. The Administrative Agent and Issuing Bank may also
require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided, however, that the failure to
request or deliver the same shall not limit the effectiveness of any facsimile
document or signature.

15.13 Successors and Assigns. This Agreement shall be binding upon the
Borrowers, the Lenders and the Administrative Agent and their respective
successors and assigns, and shall inure to the benefit of the Borrowers, the
Lenders, the Issuing Bank and the Administrative Agent and the permitted
successors and assigns of the Lenders, the Issuing Bank and the Administrative
Agent. No Borrower shall be permitted to assign its Obligations under this
Agreement or any Loan Document without the written consent of all Lenders;
provided, however, that the Company may assign its obligations under this
Agreement and the Loan Documents to a newly-formed Delaware corporation which
(x) is the survivor of a merger with the Company and (y) had no assets or
liabilities immediately prior to such merger provided that (A) such merged
corporation shall execute all documents with respect to the assumption of this
Agreement and the other Loan Documents and such other documents as may be
requested by the Administrative Agent in connection therewith, (B) no Unmatured
Event of Default or Event of Default shall have occurred and be continuing or
result from such merger and (C) such merger will not adversely affect the
Lenders.

15.14 Indemnification by the Borrowers. (a)  In consideration of the
execution and delivery of this Agreement by the Administrative Agent and the
Lenders and the agreement to extend the Term A Loans, the Term B Loans and the
Revolving Commitments provided hereunder, each Borrower hereby agrees to
indemnify, exonerate and hold the Issuing Bank, the Administrative Agent, the
Sole Lead Arranger, each Lender and each of the officers, directors, employees,
and agents of the Issuing Bank, the Administrative Agent, the Sole Lead
Arranger and each Lender and trustees and advisors managing any

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Lender
(collectively the Indemnified Parties and individually each an Indemnified
Party) free and harmless from and against any and all actions, causes of
action, suits, losses, liabilities, damages and expenses, including reasonable
attorneys fees and charges (collectively therein called the Indemnified
Liabilities), incurred by the Indemnified Parties or any of them as a result
of, or arising out of, or relating to (i) any tender offer, merger, purchase of
stock, purchase of assets or other transaction financed or proposed to be
financed in whole or in part, directly or indirectly, with the proceeds of any
of the Loans or Letters of Credit or (ii) the execution, delivery, performance
or enforcement of this Agreement or any other Loan Document by any of the
Indemnified Parties, except for any such Indemnified Liabilities as to any
Indemnified Party which is found in a final, non-appealable judgment by a court
of competent jurisdiction to be arising on account of such Indemnified Partys
bad faith, gross negligence or willful misconduct. In the case of an
investigation, litigation or other proceeding to which the indemnity in this
Section 15.14 applies, such indemnity shall be effective whether or not such
investigation, litigation or proceeding is brought by any Borrower, its
directors, shareholders, affiliates or creditors or an Indemnified Party,
whether or not any Indemnified Party is otherwise a party thereto and whether
or not the transactions contemplated hereunder are consummated. The Borrowers
also agree not to assert any claim against the Administrative Agent, any Lender
or any of their affiliates, or any of their respective officers, directors,
employees, agents and advisors, on any theory of liability, for special,
indirect, consequential or punitive damages arising out of or otherwise
relating to the Facilities, the actual or proposed use of proceeds of the
Loans, the Loan Documents or any of the transactions, contemplated by the Loan
Documents. If and to the extent that the foregoing undertaking may be
unenforceable for any reason, each Borrower hereby agrees to make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law. Nothing set forth above
shall be construed to relieve any Indemnified Party from any obligation it may
have under this Agreement.

(b) 
Without limiting the provisions of clause (a) above, each Borrower
agrees to reimburse each Indemnified Party for, and indemnify each Indemnified
Party against, any and all losses, claims, damages, penalties, judgments,
liabilities and expenses (including reasonable attorneys and consultants
fees) which any Indemnified Party may pay, incur or become subject to arising
out of or relating to the use, handling, release, emission, discharge,
transportation, storage, treatment or disposal of any Regulated Material at any
real property owned or leased by the Company or any Restricted Subsidiary or
used by the Company or any Restricted Subsidiary in its business or operations,
except to the extent caused by the acts or omissions of such Indemnified Party.

(c)  An Indemnified Party shall promptly notify the Company in writing as
to any action, claim, suit, proceeding or investigation for which indemnity may
be sought, but the omission so to notify the Company will not relieve the
Borrowers from any liability which it may have to any Indemnified Party
hereunder to the extent that the Company is not materially prejudiced as a
result of such failure. After such notice to the Company, the Company shall be
entitled to participate in, and to the extent that it shall elect by written
notice delivered to such Indemnified Party promptly after receiving the
aforesaid notice of such Indemnified Party, to assume the defense thereof with
counsel reasonably satisfactory to such Indemnified Party to represent such
Indemnified Party in such action, claim, suit, proceeding or
investigation and shall pay as incurred the reasonable fees and expenses
of such counsel related to such action, claim, suit, proceeding or
investigation. In any action, claim, suit, proceeding or investigation, any
Indemnified Party shall have the right to retain its own separate counsel at
such Indemnified Partys own expense and not subject to reimbursement by the
Borrowers; provided, however, that the Borrowers shall pay as incurred the fees
and expenses of such counsel incurred in connection with investigating,
preparing, defending, paying, settling or compromising any action, claim, suit,
proceeding or investigation if (i) the parties to such action, claim, suit,
proceeding or investigation include both the Indemnified Parties and the
Company and there may be legal defenses available to such Indemnified Party
which are different from or additional to those available to the Company; (ii)
the use of counsel chosen by the Company to represent both the Company and such
Indemnified Party would present such

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counsel with an actual or potential
conflict of interest; (iii) the Company shall not have employed satisfactory
counsel to represent such Indemnified Party within a reasonable time after
notice of the institution of such action, claim, suit, proceeding or
investigation; or (iv) the Company shall authorize such Indemnified Party to
employ separate counsel (in addition to any local counsel) at the expense of
the Borrowers.

(d) Each Indemnified Party agrees that without the Companys prior written
consent (not to be unreasonably withheld or delayed), it will not settle,
compromise or consent to the entry of any judgment in or otherwise seek to
terminate any claim, action, suit, proceeding or investigation in respect of
which indemnification could be sought hereunder unless such settlement,
compromise, consent or termination (i) includes an unconditional release of the
Borrowers and the Indemnified Parties from any liabilities arising out of such
claim, action, suit, proceeding or investigation and (ii) does not include an
admission of fault or culpability on the part of the Company, its Affiliates or
its officers, directors or agents; provided, however, that any Lender may seek
a dismissal of any claim, action, suit, proceeding or investigation as to
itself without the consent of the Borrower.

15.15 Survival of Indemnities. All obligations provided for in Section
14.13 and in any other indemnity provided the Issuing Bank, the Administrative
Agent, the Sole Lead Arranger or any Lender in any other Loan Document shall
survive repayment of the Obligations and any termination of this Agreement or
any of the other Loan Documents.

15.16 Confidentiality. The Administrative Agent, the Issuing Bank and the
Lenders shall hold all non-public information obtained pursuant to the
requirements of this Agreement which has been identified as such by the Company
in accordance with their customary procedures for handling confidential
information of this nature and in accordance with safe and sound commercial
lending practices and, in any event, may make disclosure on the same
confidential basis as provided for herein that is reasonably required by any
actual or bona fide potential transferee or participant in connection with the
contemplated transfer of any Loan or participation therein or in any Letter of
Credit or as required or requested by any governmental agency or representative
thereof or any self-regulatory organization with authority over the
Administrative Agent, such Issuing Bank or such Lender (including, without
limitation, the National Association of Insurance Commissioners) or pursuant to
legal process or to any direct or indirect contractual counterparty in any
swap, hedge or similar agreement (or to any such contractual counterpartys
professional advisor), so long as such contractual counterparty (or such
professional advisor) agrees to be bound by the provisions of this Section
15.16; provided that, unless prohibited by applicable law or court order, the
Administrative Agent, the Issuing Bank and each Lender shall promptly notify
the Company of any request by any governmental agency or representative thereof
(other than any such request in connection with an (a) examination of the
financial condition of the Administrative Agent, the Issuing Bank or such
Lender by such governmental agency or (b) risk-based capital oversight of
insurance company investments by the
National Association of Insurance Commissioners) for disclosure of any
such non-public information prior to disclosure of such information.

15.17 Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS
OF THE STATE OF NEW YORK OR IN ANY FEDERAL COURT OF THE UNITED STATES OF
AMERICA SITTING IN NEW YORK CITY, NEW YORK PROVIDED, HOWEVER, THAT AT THE
ADMINISTRATIVE AGENTS OPTION, ANY SUCH LITIGATION MAY BE BROUGHT AND
MAINTAINED AND/OR ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER
PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENTS OPTION, IN THE COURTS OF
ANY JURISDICTION WHERE SUCH BORROWER, COLLATERAL OR OTHER PROPERTY MAY BE
FOUND. EACH OF THE BORROWERS, THE ISSUING BANK, THE ADMINISTRATIVE AGENT AND
EACH LENDER HEREBY EXPRESSLY

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AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK AND ANY FEDERAL COURT OF THE UNITED STATES OF
AMERICA SITTING IN NEW YORK CITY; FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET
FORTH ABOVE. EACH OF THE BORROWERS, THE ISSUING BANK, THE ADMINISTRATIVE AGENT
AND EACH LENDER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY
REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE
STATE OF NEW YORK. EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY
SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.

15.18 American Legal Terms. References to any legal term or concept
(including those for any action, remedy, method of judicial proceeding,
document, statute, court official, governmental authority or agency) shall in
respect of any jurisdiction other than the United States be construed as
references to the term or concept which most nearly corresponds to it in that
jurisdiction.

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

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

Delivered at New York, New York, as of the day and year first above written.

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

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| |                         | 
| | ----------------------- | 
|
| | TELEGRAPH GROUP LIMITED
|
|
|
| | By:                     | 
|
|
| | Name:                   | 
|
|
| | Title:                  | 

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| |                           | 
| | ------------------------- | 
|
| | FIRST DT HOLDINGS LIMITED
|
|
|
| | By:                       | 
|
|
| | Name:                     | 
|
|
| | Title:                    | 

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| |                                                                                         | 
| | --------------------------------------------------------------------------------------- | 
|
| | WACHOVIA BANK, N.A.
as Lender, Administrative Agent,
Issuing Bank, and Security Trustee
|
|
|
| | By:                                                                                     | 
|
|
| | Name:                                                                                   | 
|
|
| | Title:                                                                                  | 

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| |                                                                 | 
| | --------------------------------------------------------------- | 
|
| | WACHOVIA SECURITIES, INC.
as Sole Lead Arranger and Book Runner
|
|
|
| | By:                                                             | 
|
|
| | Name:                                                           | 
|
|
| | Title:                                                          | 

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| |                                                                                                | 
| | ---------------------------------------------------------------------------------------------- | 
|
| | TORONTO DOMINION (TEXAS), INC. as Lender,
Syndication Agent, and Original
Administrative Agent
|
|
|
| | By:                                                                                            | 
|
|
| | Name:                                                                                          | 
|
|
| | Title:                                                                                         | 

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| |                                                                        | 
| | ---------------------------------------------------------------------- | 
|
| | GENERAL ELECTRIC CAPITAL CORPORATION
as Lender and Documentation Agent
|
|
|
| | By:                                                                    | 
|
|
| | Name:                                                                  | 
|
|
| | Title:                                                                 | 

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| |                                    | 
| | ---------------------------------- | 
|
| | LA SALLE BANK NATIONAL ASSOCIATION
|
|
|
| | By:                                | 
|
|
| | Name:                              | 
|
|
| | Title:                             | 

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| |                        | 
| | ---------------------- | 
|
| | ROYAL BANK OF SCOTLAND
|
|
|
| | By:                    | 
|
|
| | Name:                  | 
|
|
| | Title:                 | 

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SCHEDULE 1.1

COMMITMENTS AND PERCENTAGES

|                                     |  |            |             |            |  |            |            |            |  |        |            |            |  |        |      |            |  |            |            |  |  |  |      |   |  |   |             |  |  |  |      |   |  |  |      |  
|------------------------------------ |  | ---------- | ----------- | ---------- |  | ---------- | ---------- | ---------- |  | ------ | ---------- | ---------- |  | ------ | ---- | ---------- |  | ---------- | ---------- |  |  |  | ---- | - |  | - | ----------- |  |  |  | ---- | - |  |  | ---- | -
|                                     |  | Individual |             | Maximum    |  | Maximum    |            |            |  |        |            |            |  |        |      |            |  |            |            |  |  |  |      |   |  |   |             |  |  | 
|                                     |  | Revolving  |             | Tranche A  |  | Tranche B  |            | Revolving  |  | Term A |            | Term A     |  | Term B |      | Term B     |  | Voting    
|Lender                               |  | Commitment |             | Commitment |  | Commitment |            | Percentage |  | Loan   |            | Percentage |  | Loan   |      | Percentage |  | Percentage
|                                     |  |            |             |            |  |            |            |            |  |        |            |            |  |        |      |            |  |           
|Wachovia Bank, NA                    |  |            | $9,500,000  |            |  | $          | 9,500,000  |            |  | $      | 9,500,000  |            |  |        | 21.1 | %          |  | $          | 14,500,000 |  |  |  | 32.2 | % |  | $ | 208,000,000 |  |  |  | 94.5 | % |  |  | 74.8 | %
|                                    
|General Electric
Capital Corporation |  |            | $11,000,000 |            |  | $          | 11,000,000 |            |  | $      | 11,000,000 |            |  |        | 24.4 | %          |  | $          | 9,000,000  |  |  |  | 20.0 | % |  | $ | 9,000,000   |  |  |  | 4.1  | % |  |  | 9.4  | %
|                                    
|Toronto Dominion (Texas), Inc.       |  |            | $8,500,000  |            |  | $          | 8,500,000  |            |  | $      | 8,500,000  |            |  |        | 18.9 | %          |  | $          | 5,500,000  |  |  |  | 12.2 | % |  | $ | 3,000,000   |  |  |  | 1.4  | % |  |  | 5.5  | %
|                                    
|LaSalle Bank
National
Association    |  |            | $8,500,000  |            |  | $          | 8,500,000  |            |  | $      | 8,500,000  |            |  |        | 18.9 | %          |  | $          | 8,500,000  |  |  |  | 18.9 | % |  | $ | 0           |  |  |  | 0.0  | % |  |  | 5.5  | %
|                                    
|Royal Bank
of Scotland               |  |            | $7,500,000  |            |  | $          | 7,500,000  |            |  | $      | 7,500,000  |            |  |        | 16.7 | %          |  | $          | 7,500,000  |  |  |  | 16.7 | % |  | $ | 0           |  |  |  | 0.0  | % |  |  | 4.8  | %
|                                    
|Totals                               |  |            | $45,000,000 |            |  | $          | 45,000,000 | 1          |  | $      | 45,000,000 | 1          |  |        | 100  | %          |  | $          | 45,000,000 |  |  |  | 100  | % |  | $ | 220,000,000 |  |  |  | 100  | % |  |  | 100  | %
|                                    



---

|1 |  | Provided that the aggregate amount of (a) Tranche A Credit Extensions and
(b) Tranche B Credit Extensions shall not exceed $45,000,000 at any time.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------





---



##### Table of Contents






SCHEDULE 1.2

PRICING GRID

|                     |  |                                 |       |                   |  |  |       |  
|-------------------- |  | ------------------------------- | ----- | ----------------- |  |  | ----- | -
|                     |  | Applicable Margin for Revolving
|                     |  | Loans and Term A Loans         
|                     |  |                                
|Total Leverage Ratio |  | Base Rate                       |       | Eurocurrency Rate
|                     |  |                                 |       |                  
|* 5.50x              |  |                                 | 2.250 | %                 |  |  | 3.250 | %
|                    
|* 5.00x but < 5.50x  |  |                                 | 2.000 | %                 |  |  | 3.000 | %
|                    
|* 4.50x but < 5.00x  |  |                                 | 1.750 | %                 |  |  | 2.750 | %
|                    
|* 4.00x but < 4.50x  |  |                                 | 1.500 | %                 |  |  | 2.500 | %
|                    
|* 3.50x but < 4.00x  |  |                                 | 1.250 | %                 |  |  | 2.250 | %
|                    
|* 3.00x but < 3.50x  |  |                                 | 1.000 | %                 |  |  | 2.000 | %
|                    
|* 2.50x but < 3.00x  |  |                                 | 0.750 | %                 |  |  | 1.750 | %
|                    
|< 2.50x              |  |                                 | 0.500 | %                 |  |  | 1.500 | %
|                    



---

|* |  | Greater than or equal to
|- |  | ------------------------





---



##### Table of Contents






SCHEDULE 6.2.3

SCHEDULED TERM A LOAN PAYMENTS

|                   |  |                            |      |  
|------------------ |  | -------------------------- | ---- | -
|                   |  | Percentage of Term A Loans
|Date               |  | Originally Outstanding    
|                   |  |                           
|December 31, 2003  |  |                            | 2.50 | %
|                  
|March 31, 2004     |  |                            | 2.50 | %
|June 30, 2004      |  |                            | 2.50 | %
|September 30, 2004 |  |                            | 2.50 | %
|December 31, 2004  |  |                            | 3.75 | %
|                  
|March 31, 2005     |  |                            | 3.75 | %
|June 30, 2005      |  |                            | 3.75 | %
|September 30, 2005 |  |                            | 3.75 | %
|December 31, 2005  |  |                            | 5.00 | %
|                  
|March 31, 2006     |  |                            | 5.00 | %
|June 30, 2006      |  |                            | 5.00 | %
|September 30, 2006 |  |                            | 5.00 | %
|December 31, 2006  |  |                            | 6.25 | %
|                  
|March 31, 2007     |  |                            | 6.25 | %
|June 30, 2007      |  |                            | 6.25 | %
|September 30, 2007 |  |                            | 6.25 | %
|December 31, 2007  |  |                            | 7.50 | %
|                  
|March 31, 2008     |  |                            | 7.50 | %
|June 30, 2008      |  |                            | 7.50 | %
|September 30, 2008 |  |                            | 7.50 | %
|                  





---



##### Table of Contents






SCHEDULE 6.2.4

SCHEDULED TERM B LOAN PAYMENTS

|                   |  |                            |       |  
|------------------ |  | -------------------------- | ----- | -
|                   |  | Percentage of Term B Loans
|Date               |  | Originally Outstanding    
|                   |  |                           
|March 31, 2003     |  |                            | .50   | %
|June 30, 2003      |  |                            | .25   | %
|September 30, 2003 |  |                            | .25   | %
|December 31, 2003  |  |                            | .25   | %
|                  
|March 31, 2004     |  |                            | .25   | %
|June 30, 2004      |  |                            | .25   | %
|September 30, 2004 |  |                            | .25   | %
|December 31, 2004  |  |                            | .25   | %
|                  
|March 31, 2005     |  |                            | .25   | %
|June 30, 2005      |  |                            | .25   | %
|September 30, 2005 |  |                            | .25   | %
|December 31, 2005  |  |                            | .25   | %
|                  
|March 31, 2006     |  |                            | .25   | %
|June 30, 2006      |  |                            | .25   | %
|September 30, 2006 |  |                            | .25   | %
|December 31, 2006  |  |                            | .25   | %
|                  
|March 31, 2007     |  |                            | .25   | %
|June 30, 2007      |  |                            | .25   | %
|September 30, 2007 |  |                            | .25   | %
|December 31, 2007  |  |                            | .25   | %
|                  
|March 31, 2008     |  |                            | .25   | %
|June 30, 2008      |  |                            | .25   | %
|September 30, 2008 |  |                            | .25   | %
|December 31, 2008  |  |                            | .25   | %
|                  
|March 31, 2009     |  |                            | .25   | %
|June 30, 2009      |  |                            | 46.75 | %
|September 30, 2009 |  |                            | 46.75 | %
|                  





---



##### Table of Contents



SCHEDULE 9.5
RECENT DEVELOPMENTS

Nil.



---



##### Table of Contents



SCHEDULE 9.6
LITIGATION AND CONTINGENT LIABILITIES

Nil.



---



##### Table of Contents



SCHEDULE 9.8

1.   Subsidiaries

|                                        |  |                               |  | 
|--------------------------------------- |  | ----------------------------- |  | 
|A.   Restricted Subsidiaries (Obligors) |  | Jurisdiction of Incorporation
|                                        |  |                              
|US Subsidiaries                         |  |                               |  | 
|Alliance News Inc.                      |  | Delaware                     
|American Publishing (1991) Inc.         |  | Delaware                     
|American Publishing Company             |  | Delaware                     
|American Publishing Company of New York |  | Delaware                     
|APAC-90 Oklahoma Holdings, Inc.         |  | Delaware                     
|APAC-95 Oklahoma Holdings, Inc.         |  | Delaware                     
|APC 1993, Inc.                          |  | Delaware                     
|APMS-93 Inc.                            |  | Illinois                     
|Chicago Group Acquisition Inc.          |  | Delaware                     
|Chicago Sun-Times Features, Inc.        |  | Delaware                     
|Chicago Sun-Times, Inc.                 |  | Delaware                     
|CST Member LLC                          |  | Delaware                     
|Digital Chicago Inc.                    |  | Illinois                     
|Fox Valley Publications, Inc.           |  | Delaware                     
|HGP, Partnership                        |  | New York                     
|Hollinger NCI Holdings, LLC             |  | Delaware                     
|HTH Benholdco LLC                       |  | Delaware                     
|HTH Holdings Inc.                       |  | Delaware                     
|LHAT Corporation                        |  | Delaware                     
|Midwest Suburban Publishing, Inc.       |  | Delaware                     



---



##### Table of Contents



|                                         |  |                               |  | 
|---------------------------------------- |  | ----------------------------- |  | 
|A.   Restricted Subsidiaries (Obligors)  |  | Jurisdiction of Incorporation
|                                         |  |                              
|Oklahoma Airplane LLC                    |  | Delaware                     
|Pioneer Newspapers Inc.                  |  | Delaware                     
|Reach Chicago Inc.                       |  | Delaware                     
|Sun-Times Distribution Systems, Inc.     |  | Delaware                     
|Sun-Times PRD Inc.                       |  | Delaware                     
|Sun Telemarketing Inc.                   |  | Delaware                     
|TAHL (2002) Inc.                         |  | Delaware                     
|Telegraph Australian Holdings Limited    |  | Delaware (and UK)            
|The Johnstown Tribune Publishing Company |  | Delaware                     
|The Post-Tribune Company                 |  | Delaware                     
|The Red Streak Holdings Company          |  | Delaware                     
|The Sun-Times Company                    |  | Delaware                     
|Valley Cable TV, Inc.                    |  | California                   
|                                        
|UK Subsidiaries                          |  |                               |  | 
|Creditscheme Limited                     |  | England and Wales            
|Deedtask Limited                         |  | England and Wales            
|DT Holdings Limited                      |  | England and Wales            
|First DT Holdings Limited                |  | England and Wales            
|Hollinger UK Holdings Limited            |  | England and Wales            
|Second DT Holdings Limited               |  | England and Wales            
|Telegraph Group Limited                  |  | England and Wales            



---



##### Table of Contents



|                                               |  |                               |  | 
|---------------------------------------------- |  | ----------------------------- |  | 
|A.   Restricted Subsidiaries (Obligors)        |  | Jurisdiction of Incorporation
|                                               |  |                              
|B.   Restricted Subsidiaries (non-Obligors)    |  |                               |  | 
|Hollinger Telegraph New Media Holdings Limited |  | England and Wales            
|Hollinger Telegraph New Media Limited          |  | England and Wales            
|The Spectator (1828) Limited                   |  | England and Wales            
|Telegraph Publishing Limited                   |  | England and Wales            
|Sugra (Bermuda) Limited                        |  | Bermuda                      
|All Israeli subsidiaries                       |  |                               |  | 
|                                              
|C.   Dormant Subsidiaries                      |  |                               |  | 
|                                              
|US Subsidiaries                                |  |                               |  | 
|American Publishing Company of North Carolina  |  | North Carolina               
|American Publishing Company of Ohio            |  | Delaware                     
|American Publishing Company of Pennsylvania    |  | Delaware                     
|American Publishing Holdings Inc.              |  | Delaware                     
|American Publishing Management Services, Inc.  |  | Illinois                     
|APAC-90 Inc.                                   |  | Delaware                     
|APAC-95 Inc.                                   |  | Delaware                     
|APC Missouri Holdings, Inc.                    |  | Delaware                     
|APMS-90 Inc.                                   |  | Illinois                     
|APMS-95 Inc.                                   |  | Illinois                     
|Meridian Star, Inc.                            |  | Delaware                     
|New Times Publishing, Inc.                     |  | California                   
|The Statesman-Examiner, Inc.                   |  | Delaware                     
|United Media Group Inc.                        |  | Indiana                      



---



##### Table of Contents



|                                        |  |                               |  | 
|--------------------------------------- |  | ----------------------------- |  | 
|A.   Restricted Subsidiaries (Obligors) |  | Jurisdiction of Incorporation
|                                        |  |                              
|The Crowley Publishing Corporation      |  | New York                     
|                                       
|UK Subsidiaries                         |  |                               |  | 
|Apollo Advertising Sales Limited        |  | England and Wales            
|Doubleclick Limited                     |  | England and Wales            
|Electronic Telegraph Limited            |  | England and Wales            
|HTNM Ventures Limited                   |  | England and Wales            
|Telegraph (British) Limited             |  | England and Wales            
|Telegraph Books Limited                 |  | England and Wales            
|Telegraph Publishing Limited            |  | England and Wales            
|Telegraph Trustees Limited              |  | England and Wales            
|The Evening Post Limited                |  | England and Wales            
|The Morning Post Limited                |  | England and Wales            
|The Sunday Telegraph Limited            |  | England and Wales            
|UKMAX Limited                           |  | England and Wales            
|Young Telegraph Limited                 |  | England and Wales            



---



##### Table of Contents



|                                                    |  |                               |  | 
|--------------------------------------------------- |  | ----------------------------- |  | 
|A.   Restricted Subsidiaries (Obligors)             |  | Jurisdiction of Incorporation
|                                                    |  |                              
|D.   Unrestricted Subsidiaries                      |  |                               |  | 
|                                                   
|Canadian Subsidiaries                               |  |                               |  | 
|Hollinger Canadian Publishing Holdings Co. (HCPH) |  | Nova Scotia                  
|All of the Canadian Subsidiaries of HCPH            |  |                               |  | 
|                                                   
|US Subsidiaries                                     |  |                               |  | 
|Hollinger Digital Inc. (subsidiary of HCPH)         |  | Delaware                     
|HTPC Corporation (subsidiary of HCPH)               |  | Maryland                     
|Northern Miner U.S.A., Inc. (subsidiary of HCPH)    |  | Delaware                     
|XSTMBusCommUSA Inc. (subsidiary of HCPH)            |  | Indiana                      
|XSTMHoldings Corp. (subsidiary of HCPH)             |  | Delaware                     
|XGEI, Inc. (subsidiary of HCPH)                     |  | California                   

2.   Corporate Ownership of Financial Group:



| |                                          
| | -----------------------------------------
| | See attached Appendix 1 to this Schedule.

3.   Minority Shareholdings in Financial Group:



| |                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Johnstown Tribune Publishing Company has a 1% interest in HGP,
Partnership.                                                                                             
|
| | Gordon L. Shankland has a 20% interest in Sun-Times Distribution Systems.
He owns 2,000 issued and outstanding shares of the Common Stock of
Sun-Times Distribution Systems.

4.   Partnerships and Joint Ventures in which any Member of Financial Group Participates:



| |                                      
| | -------------------------------------
| | See Schedule 10.10 to this Agreement.

5.   Loans within the Financial Group in excess of $1,000,000:



| |                                          
| | -----------------------------------------
| | See attached Appendix 2 to this Schedule.



---



##### Table of Contents



6.   Borrower and Restricted Subsidiary Obligors -Test for Solvency



| |                                          
| | -----------------------------------------
| | See attached Appendix 3 to this Schedule.



---



##### Table of Contents



(HOLLINGER INTERNATIONAL PUBLISHING INC. CORPORATE OWNERSHIP CHART)



---



##### Table of Contents



(AMERICAN PUBLISHING INC. ORG. CHART)



---



##### Table of Contents



(HOLLINGER UK GROUP COMPANIES ORG. CHART)



---



##### Table of Contents



SCHEDULE 1

OTHER/DORMANT COMPANIES

TGL



|A.   |  | The following companies are (i) other and (ii) dormant subsidiaries of
Telegraph Group Limited. In each case, Telegraph Group Limited owns 100%
of the shares.                                                
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(i)  |  | The Spectator (1828) Limited
Telegraph Publishing Limited                                                                                                                                                     
|    
|(ii) |  | The Evening Post Limited
The Sunday Telegraph Limited
The Morning Post Limited
Young Telegraph Limited
Telegraph Trustees Limited
Telegraph Books Limited
Doubleclick Limited
Apollo Advertising Sales Limited

HTNMH



|B. |  | The following companies are dormant subsidiaries of Hollinger Telegraph
New Media Holdings Limited. In each case Hollinger Telegraph New Media
Holdings Limited owns 100% of the shares.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Telegraph (British) Limited
Electronic Telegraph Limited
UKMAX Limited                                                                                                                  

FDTH



|C. |  | The following is a dormant subsidiary of First DT Holdings Limited. 100% of
the shares are owned.
|-- |  | -------------------------------------------------------------------------------------------------
|  
|   |  | HTNM Ventures Limited                                                                            



---



##### Table of Contents



Appendix 2 to Schedule 9.8

All loans owing within the Financial Group in excess of $1,000,000
USD unless otherwise stated

|                              |  |                                         |  |        |                |          |  |     |  |               
|----------------------------- |  | --------------------------------------- |  | ------ | -------------- | -------- |  | --- |  | --------------
|Debtor (A/P)                  |  | Creditor (A/R)                          |  | Amount |                | Currency |  | US$
|                              |  |                                         |  |        |                |          |  |    
|American Publishing Company   |  | Hollinger International Publishing Inc. |  |        | 2,600,000.00   |          |  | USD |  |               
|Chicago Sun-Times, Inc.       |  | Fox Valley Publications, Inc.           |  |        | 1,642,532.00   |          |  | USD |  |               
|Chicago Sun-Times, Inc.       |  | Hollinger International Publishing Inc. |  |        | 58,314,581.86  |          |  | USD |  |               
|Chicago Sun-Times, Inc.       |  | Midwest Suburban Publishing, Inc.       |  |        | 30,497,699.00  |          |  | USD |  |               
|Chicago Sun-Times, Inc.       |  | Pioneer Newspapers Inc.                 |  |        | 30,926,244.00  |          |  | USD |  |               
|Chicago Sun-Times, Inc.       |  | Post-Tribune Company, The               |  |        | 1,275,155.00   |          |  | USD |  |               
|Chicago Sun-Times, Inc.       |  | Telegraph Australian Holdings Limited   |  |        | 11,847,481.00  |          |  | USD |  |               
|DT Holdings Limited           |  | Hollinger International Publishing Inc. |  |        | 7,924,378.73   |          |  | USD |  |               
|DT Holdings Limited           |  | Telegraph Australian Holdings Limited   |  |        | 700,035.88     |          |  | GBP |  | 1,088,770.84  
|DT Holdings Limited           |  | Telegraph Group Limited                 |  |        | 14,000,000.00  |          |  | GBP |  | 21,774,300.68 
|First DT Holdings Limited     |  | DT Holdings Limited                     |  |        | 11,436,298.00  |          |  | GBP |  | 17,786,956.52 
|First DT Holdings Limited     |  | DT Holdings Limited                     |  |        | 10,000,000.00  |          |  | GBP |  | *14,202,000.00
|First DT Holdings Limited     |  | Hollinger International Publishing Inc. |  |        | 193,389,905.84 |          |  | GBP |  | 300,780,711.26
|First DT Holdings Limited     |  | Hollinger International Publishing Inc. |  |        | 4,506,304.13   |          |  | USD |  |               
|First DT Holdings Limited     |  | Telegraph Australian Holdings Limited   |  |        | 17,528,506.00  |          |  | GBP |  | 27,262,211.43 
|First DT Holdings Limited     |  | Telegraph Australian Holdings Limited   |  |        | 4,647,990.00   |          |  | GBP |  | 7,229,052.27  
|First DT Holdings Limited     |  | Telegraph Australian Holdings Limited   |  |        | 701,566.00     |          |  | GBP |  | 1,091,150.64  
|First DT Holdings Limited     |  | Telegraph Australian Holdings Limited   |  |        | 13,018,378.64  |          |  | GBP |  |               
|First DT Holdings Limited     |  | Telegraph Group Limited                 |  |        | 26,023,426.54  |          |  | USD |  |               
|First DT Holdings Limited     |  | Telegraph Group Limited                 |  |        | 40,659,566.01  |          |  | USD |  |               
|First DT Holdings Limited     |  | Second DT Holdings Limited              |  |        | 10,427,694.00  |          |  | GBP |  | 20,247,577.92 
|Fox Valley Publications, Inc. |  | Hollinger International Publishing Inc. |  |        | 106,578,325.54 |          |  | USD |  |               
|Fox Valley Publications, Inc. |  | Midwest Suburban Publishing, Inc.       |  |        | 1,421,531.00   |          |  | USD |  |               



---



##### Table of Contents



|                                          |  |                                         |  |        |                |          |  |     |  |              
|----------------------------------------- |  | --------------------------------------- |  | ------ | -------------- | -------- |  | --- |  | -------------
|Debtor (A/P)                              |  | Creditor (A/R)                          |  | Amount |                | Currency |  | US$
|                                          |  |                                         |  |        |                |          |  |    
|Hollinger International Publishing Inc.   |  | American Publishing Company             |  |        | 504,008,500.93 |          |  | USD |  |              
|Hollinger International Publishing Inc.   |  | Post-Tribune Company, The               |  |        | 1,656,420.04   |          |  | USD |  |              
|Hollinger International Publishing Inc.   |  | Telegraph Australian Holdings Limited   |  |        | 175,861,261.00 |          |  | USD |  |              
|Hollinger International Publishing Inc.   |  | Telegraph Australian Holdings Limited   |  |        | 134,635,314.71 |          |  | USD |  |              
|Hollinger International Publishing Inc.   |  | Telegraph Australian Holdings Limited   |  |        | 62,301,580.27  |          |  | USD |  |              
|Hollinger International Publishing Inc.   |  | Telegraph Australian Holdings Limited   |  |        | 38,782,476.00  |          |  | USD |  |              
|Hollinger International Publishing Inc.   |  | Telegraph Australian Holdings Limited   |  |        | 23,813,848.24  |          |  | USD |  |              
|Hollinger International Publishing Inc.   |  | Telegraph Australian Holdings Limited   |  |        | 20,017,740.11  |          |  | GBP |  | 31,133,735.14
|Hollinger International Publishing Inc.   |  | HGP, Partnership                        |  |        | 185,130,000.00 |          |  | USD |  |              
|Johnstown Tribune Publishing Company, The |  | HGP, Partnership                        |  |        | 1,870,000.00   |          |  | USD |  |              
|Midwest Suburban Publishing, Inc.         |  | American Publishing Company             |  |        | 2,500,000.00   |          |  | USD |  |              
|Midwest Suburban Publishing, Inc.         |  | Hollinger International Publishing Inc. |  |        | 4,725,257.17   |          |  | USD |  |              
|Pioneer Newspapers Inc.                   |  | Hollinger International Publishing Inc. |  |        | 6,410,668.27   |          |  | USD |  |              
|Post Tribune Company, The                 |  | American Publishing 1991 Inc.           |  |        | 17,391,000.00  |          |  | USD |  |              
|Post-Tribune Company, The                 |  | American Publishing Company             |  |        | 36,405,025.00  |          |  | USD |  |              
|Telegraph Australian Holdings Limited     |  | First DT Holdings Limited               |  |        | 3,641,323.42   |          |  | USD |  |              
|Telegraph Australian Holdings Limited     |  | Hollinger International Publishing Inc. |  |        | 3,947,825.38   |          |  | USD |  |              
|Telegraph Group Limited                   |  | Deedtask Limited                        |  |        | 1,695,546.00   |          |  | GBP |  | 2,637,094.89 
|Telegraph Group Limited                   |  | Telegraph Australian Holdings Limited   |  |        | 4,842,094.33   |          |  | GBP |  | 7,530,944.13 
|Telegraph Group Limited                   |  | Telegraph Australian Holdings Limited   |  |        | 19,982,618.29  |          |  | GBP |  | 31,079,109.93
|Telegraph Group Limited                   |  | Telegraph Australian Holdings Limited   |  |        | 6,260,347.39   |          |  | GBP |  | 9,736,763.32 

* as agreed between the parties



---



##### Table of Contents



Appendix 3 to Schedule 9.8

Borrower and Restricted Subsidiary Obligors
(As required for the Solvency Test set forth in section 9.14 of the Credit Agreement)

Hollinger International Publishing Inc.
Chicago Sun Times, Inc.
The Sun-Times Company
Pioneer Newspapers Inc.
Midwest Suburban Publishing Inc.
The Post-Tribune Company
DT Holdings Limited
First DT Holdings Limited
Second DT Holdings Limited
Telegraph Group Limited
Creditscheme Limited
Deedtask Limited
Hollinger UK Holdings Limited
HTNM Ventures Limited



---



##### Table of Contents



SCHEDULE 9.9
WELFARE PLANS



|   |  | U.S.                                                                                                                           
|-- |  | -------------------------------------------------------------------------------------------------------------------------------
|  
|1. |  | Chicago Sun-Times, Inc.
For retired employees who had been covered under the Chicago Sun-Times
group life insurance plans who:



| | (a) |  | retired after age 60 with at least 20 years of continuous
service, or
retired after age 65 with at least 10 years of continuous service,
and                                        
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | began participation in the life insurance plan prior to age
55, and                                                                                                                 
|
| | (c) |  | the current policy value is over $4,000, then the Company
will maintain a $1,000 group life insurance policy. The Chicago
Sun-Times, on behalf of the beneficiary, files all claims.



|2. |  | Midwest Suburban Publishing Inc.
|-- |  | --------------------------------



| | (a) |  | Star Publications, Inc. (now a division of Midwest)
| | --- |  | ---------------------------------------------------



| | (i)  |  | Group medical insurance for employees who
retire with 20 or more years of service.                                                                                                            
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | Company-paid dental coverage until age 65
for retired managers and department heads and their
eligible dependents. As of February, 1994 this coverage
was being provided for only one retiree.



|3. |  | Pioneer Newspapers Inc.
|-- |  | -----------------------



| | (a) |  | Does not offer any welfare benefits after retirement other than COBRA.
| | --- |  | ----------------------------------------------------------------------



|4. |  | The Post-Tribune Company
|-- |  | ------------------------



| | (a) |  | Does not offer any welfare benefits after retirement other than COBRA.
| | --- |  | ----------------------------------------------------------------------



|5. |  | Fox Valley Publications Inc.
|-- |  | ----------------------------



| | (a) |  | Does not offer any welfare benefits after retirement other than COBRA.
| | --- |  | ----------------------------------------------------------------------



|6. |  | Jerusalem Post
|-- |  | --------------



| | (a) |  | Post retirement benefits and pensions are state funded.
| | --- |  | -------------------------------------------------------



|7. |  | American Publishing Company and subsidiaries
|-- |  | --------------------------------------------



| | (a) |  | None
| | --- |  | ----



---



##### Table of Contents



SCHEDULE 9.15
INSURANCE



|1. |  | Property, Casualty and Business Interruption Insurance Programs Carried
by the Company and its Subsidiaries
|-- |  | -----------------------------------------------------------------------------------------------------------



| | A. |  | Telegraph Group Limited and Subsidiary Companies
| | -- |  | ------------------------------------------------



| |  |  | See attached summary prepared by AON Ltd. and
Perkins Slade Limited.
| | - |  | --------------------------------------------------------------------



| | B. |  | Hollinger International Inc., Hollinger Inc. and the
Ravelston Corporation and
Subsidiary Companies
| | -- |  | ---------------------------------------------------------------------------------------------------



| |  |  | See attached summary prepared by Aon Reed Stenhouse.
| | - |  | ----------------------------------------------------



|2. |  | Retrospective Rating Plans, Fronting Arrangements and Risk Assumption
Agreed to by the Company or any Restricted Subsidiary
|-- |  | ---------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Nil.                                                                                                                       
|  
|3. |  | Self-Assurance Programs                                                                                                    
|  
|   |  | Nil.                                                                                                                       





---



##### Table of Contents





|A. |  | Insurance Policies for Telegraph Group Limited and Subsidiary Companies
|-- |  | -----------------------------------------------------------------------

See attached summaries of the following policies held by Telegraph Group
Limited and its subsidiaries:



| | 1. |  | Property / Business Interruption Insurance
| | -- |  | ------------------------------------------



| | (a) |  | Material Damage Section      
| | --- |  | -----------------------------
|
| | (b) |  | Business Interruption Section



| | 2. |  | Short Period All Risks Facility     
| | -- |  | ------------------------------------
|
| | 3. |  | Employers Liability Insurance       
|
| | 4. |  | Public / Product Liability Insurance
|
| | 5. |  | Marine Insurance                    
|
| | 6. |  | Motor Fleet Insurance               

Date of Summary: November 27, 2002.

Produced By:

|                   |  |                      
|------------------ |  | ---------------------
|AON Ltd            |  | Perkins Slade Limited
|158 Edmund Street  |  | 3 Broadway           
|Birmingham         |  | Broad Street         
|B3 2HB             |  | Birmingham           
|                   |  | B15 1BQ              
|                   |  |                      
|Tel: 0121 253 3100 |  | Tel: 0121 698 8000   
|Fax: 0121 212 1200 |  | Fax: 0121 625 9000   





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##### Table of Contents



General Information

|                                  |  |                                                                                                                                                                                                                                                                                                                                                        
|--------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Description of Companys
Business |  | Publishers of newspapers, magazines, books and
maps; sponsors of the arts, sports and cultural
events; Restaurateurs; Property owners and / or
occupiers; Organizers and promoters of
exhibitions; Promoters of Off-Page reader
offers; Publishers of Data Electronically                                                                            
|                                  |  |                                                                                                                                                                                                                                                                                                                                                        
|Insured Title                     |  | Unless stated to the contrary on the relevant
summary pages, all policies are issued in the
following name:                                                                                                                                                                                                                                            
|                                  |  |                                                                                                                                                                                                                                                                                                                                                        
|                                  |  | The Telegraph Group Limited and The Spectator
(1828) Limited and / or Subsidiary Companies                                                                                                                                                                                                                                                             
|                                  |  |                                                                                                                                                                                                                                                                                                                                                        
|Subsidiary Companies              |  | Trading:                                                                                                                                                                                                                                                                                                                                               
|                                  |  |                                                                                                                                                                                                                                                                                                                                                        
|                                  |  | The Sunday Telegraph Limited
The Daily Telegraph Business Network Limited
Telegraph Publishing Limited
Business News Deliveries Limited
The Spectator (1828) Limited
Equalmission Limited
Telegraph Australian Holdings Limited
Deedtask Limited
Creditscheme Limited
UK Max Limited
Hollinger Telegraph New Media Limited
Thebestofbritish.com Limited
|                                  |  |                                                                                                                                                                                                                                                                                                                                                        
|                                  |  | Dormant:                                                                                                                                                                                                                                                                                                                                               
|                                  |  |                                                                                                                                                                                                                                                                                                                                                        
|                                  |  | Slobodon Limited
The Evening Post Limited
Yellov Limited
DT Developments Limited
The Morning Post Limited
Telegraph Trustees Limited
Young Telegraph Limited
Telegraph Books Limited
Doubleclick (UK) Limited                                                                                                                                          





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##### Table of Contents



1.  PROPERTY/BUSINESS INTERRUPTION INSURANCE

|                 |  |                                                            
|---------------- |  | -----------------------------------------------------------
|Insurers         |  | Factory Mutual                                             
|Policy Number    |  | UK020574                                                   
|Insurance Period |  | July 1, 2002  August 1, 2003                              
|Insured          |  | Telegraph Group Ltd and Associated and Subsidiary Companies
|Annual Premium   |  | £ 398,162.10 (Property/Business Interruption)              
|Including Tax    |  | £ 119,170.80 (Terrorism)                                   

1(a).  MATERIAL DAMAGE SECTION

|                         |  |                                                                                                                                                                                                                                                                    
|------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cover                    |  | All Risks of Loss or Damage, including Theft, subject to policy
definition and exclusions. Cover includes full Terrorism. Theft is
restricted to that involving entry to or exit from the premises by
forcible and violent means, other than for 1 Canada Square.
|                         |  |                                                                                                                                                                                                                                                                    
|Terrorism Risks          |  | Full All Risk Cover in UK                                                                                                                                                                                                                                          
|                         |  |                                                                                                                                                                                                                                                                    
|                         |  | Full cover in France and Spain                                                                                                                                                                                                                                     
|                         |  |                                                                                                                                                                                                                                                                    
|                         |  | Excluded in all other territories                                                                                                                                                                                                                                  
|                         |  |                                                                                                                                                                                                                                                                    
|Excesses                 |  | £15,000: Each and every loss (Combined Damage & Business
Interruption)                                                                                                                                                                                             
|                         |  |                                                                                                                                                                                                                                                                    
|Principal Excluded Risks |  | 1. Loss of market or loss of use, except to the extent provided by
this Policy.                                                                                                                                                                                    
|                         |  |                                                                                                                                                                                                                                                                    
|                         |  | 2. Loss or damage or deterioration arising from any delay.                                                                                                                                                                                                         
|                         |  |                                                                                                                                                                                                                                                                    
|                         |  | 3. Mysterious disappearance, loss or shortage disclosed on taking
inventory, or any unexplained loss.                                                                                                                                                              
|                         |  |                                                                                                                                                                                                                                                                    
|                         |  | 4. Loss resulting from voluntary parting with title or possession
of property if induced by any 
    fraudulent act or by false pretence.                                                                                                                          
|                         |  |                                                                                                                                                                                                                                                                    
|                         |  | 5. War risks.                                                                                                                                                                                                                                                      
|                         |  |                                                                                                                                                                                                                                                                    
|                         |  | 6. Seizure or destruction under quarantine or custom regulation, or
confiscation by order of any 
    governmental or public authority.                                                                                                                            
|                         |  |                                                                                                                                                                                                                                                                    
|                         |  | 7. Any dishonest act, including but not limited to theft, committed
alone or in collusion with others, 
    at any time:                                                                                                                                           
|                         |  |                                                                                                                                                                                                                                                                    
|                         |  | a. by any Director, trustee, officer, or employee of an Insured; or                                                                                                                                                                                                
|                         |  |                                                                                                                                                                                                                                                                    
|                         |  | b. by any Director, trustee, or officer of any business or entity
(other than a common carrier) engaged 
    by an Insured to do anything
in connection with property insured under this Policy.                                                                   





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##### Table of Contents



|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                               |  | This Policy does insure acts of damage intentionally caused by an
employee of an Insured or any individual specified in (b) above, and
done without the knowledge of the Insured. In no event does this
Policy cover loss by theft by any individual specified in (a) or (b)
above.                                                                                                                                                                                                                          
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Principal Excluded
Property    |  | A. currency, money, precious metal, or securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                               |  | B. vehicles of Directors or employees or vehicles otherwise insured
for physical loss or damage.                                                                                                                                                                                                                                                                                                                                                                                                             
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                               |  | C. property in transit, except as otherwise provided by this Policy.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                               |  | D. electronic data, programs and software, except when they are
stock in process, raw materials, supplies or other merchandise not
manufactured by the Insured or as otherwise provided by the DATA,
PROGRAMS OR SOFTWARE coverage of this Policy.                                                                                                                                                                                                                                                           
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Geographical Limits            |  | Worldwide except Afghanistan, Algeria, Angola, Armenia, Azerbaijan,
Bosnia-Herzegovina, Botswana, Burundi, Chechnya, Croatia, Cuba,
Democratic Republic of the Congo (former Zaire), Eritrea, Ethiopia,
Federal Republic of Yugoslavia, Haiti, Iran, Iraq, Kashmir, Lebanon,
Liberia, Libya, Montserrat, Myanmar (Burma), Nigeria, North Korea,
Paidstan, Rwanda, Somalia, Sri Lanka, Sudan, Turkish province of
Agri, Bingol, Bitlis, Diyarbakir, Elazig, Hakkari, Mardin, Mus, Siim
Urfa and Van and Yemen.
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Definition Of Insured
Premises |  | 1. Canada Square, Canary Wharf, London E14 5DT,                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                               |  | 2. Salters Hall, Fore Street, London EC2Y 5DT,                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                               |  | 3. Victory House, Meeting House Lane, Chatham, Kent ME4 4YU,                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                               |  | 4. Any overseas offices, as declared,                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                               |  | 5. Any other premises owned, occupied or used by the Insured, and
including the Insureds property whilst in transit by Road, Rail, or
inland waterway.                                                                                                                                                                                                                                                                                                                                                      
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Additional Interests           |  | A waiver of subrogation against West Ferry Printers Ltd. and
Trafford Park Printers is agreed.                                                                                                                                                                                                                                                                                                                                                                                                               
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Other Interests Protected      |  | Mercantile Credit Co. Limited                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Values Insured                 |  | As declared annually. See schedule attached.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Property Sub Limits            |  | Miscellaneous Unnamed Locations: £5,000,000 per location
Fine Arts (but not to exceed a £10,000 limit for irreplaceableFine
Arts not on a schedule on file with Insurers): £5,000,000                                                                                                                                                                                                                                                                                                                        





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##### Table of Contents



| |  |                                                                                                                                                               
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Valuable Papers and Records (but not to exceed a £10,000 limit for
Irreplaceable Valuable Papers and Records not on a schedule file
with Insurers): £5,000,000
| |  |                                                                                                                                                               
| |  | Professional Fees: £25,000 plus 50% of the amount recoverable under
policy in excess of £25,000                                                               
| |  |                                                                                                                                                               
| |  | Land & Water Contaminant or Pollutant Cleanup, Removal and Disposal:                                                                                          
| |  | £50,000 in the aggregate during any policy year                                                                                                               
| |  |                                                                                                                                                               
| |  | Earth Movement: £60,000,000 in the aggregate during any policy year                                                                                           
| |  |                                                                                                                                                               
| |  | Flood: £60,000,000 in the aggregate during any policy year                                                                                                    
| |  |                                                                                                                                                               
| |  | Miscellaneous Personal Property: £100,000                                                                                                                     





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##### Table of Contents



TELEGRAPH GROUP LIMITED  DECLARED PROPERTY & BUSINESS INTERRUPTION VALUES  2002 RENEWAL

|                            |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|--------------------------- |  | -------- | - | ---------- |  | ---------- | ------- | ------------ |  | ------- | -------- |  |  | ----- |  |  | ------- |  |  | 
|                            |  |          |   |            |  | Equipment  |         |              |  |         |          |  |  |       |  |  |         | 
|                            |  |          |   |            |  | Including  |         | Stock/       |  |         |          |  |  |       |  | 
|                            |  |          |   |            |  | Office     |         | Newsprint    |  |         |          |  |  | Total
|                            |  | Building |   | Contents & |  | Inventory/ |         | Bus.         |  | Insured
|Name & Address              |  | Value    |   | E.D.P.     |  | Misc.      |         | Interruption |  | Value  
|                            |  |          |   |            |  |            |         |              |  |        
|Elkens Storage &            |  |          |  |            |  |            |        |              |  |         | £15,000  |  |  | Incl. |  |  | 15,000  | 
|Marketing Support Ltd       |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|Unit 7, Wollaston           |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|Crescent, Wollaston         |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|Industrial Estate           |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|Basildon Essex SS13         |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|1QD UK (Warehouse for       |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|Publicity Material)         |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|                            |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|Apartment 21 at             |  |          |  |            |  |            | £50,000 |              |  |         |         |  |  | Incl. |  |  | 50,000  | 
|Building No. 4, JGMW       
|Diplomatic Compound        
|Beijing Peoples           
|Republic of China           |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|                            |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|The Daily Telegraph         |  |          |  |            |  |            | £20,000 |              |  |         |         |  |  | Incl. |  |  | 20,000  | 
|Jian Guo Men Wai            |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|Diplomatic Compound         |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|4-1-21 Beijing 100600       |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|Peoples Republic of        |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|China                       |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|                            |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|The Daily Telegraph, 13     |  |          |  |            |  |            | £50,000 |              |  |         |         |  |  | Incl. |  |  | 50,000  | 
|Square Marie-Louise Box    
|1 Brussels 1000 Belgium     |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|                            |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|21/23 West Ferry Road       |  |          |  |            |  |            |        |              |  |         | £500,000 |  |  | Incl. |  |  | 500,000 | 
|(Archive library and
store) |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|Isle of Dogs E14
UK         |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|                            |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|The Daily Telegraph,        |  |          |  |            |  |            | £50,000 |              |  |         |         |  |  | Incl. |  |  | 50,000  | 
|Box 4 Beit Agron,
Hillel   
|Street Jerusalem
Israel     |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|                            |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|The Daily Telegraph,        |  |          |  |            |  |            | £50,000 |              |  |         |         |  |  | Incl. |  |  | 50,000  | 
|P.O. Box 975 Auckland       |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|Park 2006 Johannesburg      |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 
|South Africa                |  |          |   |            |  |            |         |              |  |         |          |  |  |       |  |  |         |  |  | 





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##### Table of Contents



TELEGRAPH GROUP LIMITED  DECLARED PROPERTY & BUSINESS INTERRUPTION VALUES  2002 RENEWAL

|                        |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|----------------------- |  | -------- | ---------- | ---------- |  | ---------- | ---------- | ------------ |  | ------- | -------- |  |  | ----- | ------------ |  | ---------- |  | ------------ | 
|                        |  |          |            |            |  | Equipment  |            |              |  |         |          |  |  |       |              |  |            | 
|                        |  |          |            |            |  | Including  |            | Stock/       |  |         |          |  |  |       |              | 
|                        |  |          |            |            |  | Office     |            | Newsprint    |  |         |          |  |  | Total
|                        |  | Building |            | Contents & |  | Inventory/ |            | Bus.         |  | Insured
|Name & Address          |  | Value    |            | E.D.P.     |  | Misc.      |            | Interruption |  | Value  
|                        |  |          |            |            |  |            |            |              |  |        
|Multi-Story Car Park    |  |          | £8,088,000 |            |  |            |           |              |  |         |         |  |  | Incl. |              |  | £8,088,000 | 
|Lawn House Marsh Wall   |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|London E14 UK           |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|                        |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|City Office Fore Street |  |          | £411,000   |            |  |            | £1,626,000 |              |  |         |         |  |  | Incl. |              |  | £2,037,000 | 
|London EC2 UK           |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|                        |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|The Telegraph Group     |  |          |           |            |  |            |           |              |  |         |         |  |  |       | £305,407,000 |  |            |  | £305,407,000 | 
|Limited 1 Canada Square |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
| Canary Wharf          |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|London
E14 5DT UK       |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|                        |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|The Daily Telegraph,    |  |          |           |            |  |            | £50,000    |              |  |         |         |  |  | Incl. |              |  | £50,000    | 
|12/24 Sadovo           
|Samotechnaya, KV 51     |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|Moscow Russia           |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|                        |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|The Daily Telegraph,    |  |          |           |            |  |            | £50,000    |              |  |         |         |  |  | Incl. |              |  | £50,000    | 
|584 Broadway Suite 601  |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|New York NY USA         |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|                        |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|62-68 10117 Berlin      |  |          |           |            |  |            | £50,000    |              |  |         |         |  |  |       |             |  |            |  | £50,000      | 
|Germany                 |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|                        |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|242 Rue de Rivoli       |  |          |           |            |  |            | £50,000    |              |  |         |         |  |  | Incl. |              |  | £50,000    | 
|750001 Paris France     |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|                        |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|The Daily Telegraph,    |  |          |           |            |  |            | £50,000    |              |  |         |         |  |  | Incl. |              |  | £50,000    | 
|Suite 9041331          
|Pennsylvania Ave.      
|N.W
Washington D.C.    
|USA                     |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|                        |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|Electricity Substation  |  |          |           |            |  |            |           |              |  |         | £207,000 |  |  | Incl. |              |  | £207,000   | 
|(1 Canada Square        |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|Canary
Wharf) UK        |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|                        |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|Tenants Improvements    |  |          | £6,485,000 |            |  |            |           |              |  |         |         |  |  | Incl. |              |  | £6,485,000 | 
|(1 Canada Square       
|Canary
Wharf)           |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 
|UK                      |  |          |            |            |  |            |            |              |  |         |          |  |  |       |              |  |            |  |              | 





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##### Table of Contents



TELEGRAPH GROUP LIMITED  DECLARED PROPERTY & BUSINESS INTERRUPTION VALUES  2002 RENEWAL

|                        |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|----------------------- |  | -------- | - | ---------- |  | ---------- | ----------- | ------------ |  | ------- | ---------- |  |  | ----- | - |  | ----------- |  | -------- | 
|                        |  |          |   |            |  | Equipment  |             |              |  |         |            |  |  |       |   |  |             | 
|                        |  |          |   |            |  | Including  |             | Stock/       |  |         |            |  |  |       |   | 
|                        |  |          |   |            |  | Office     |             | Newsprint    |  |         |            |  |  | Total
|                        |  | Building |   | Contents & |  | Inventory/ |             | Bus.         |  | Insured
|Name & Address          |  | Value    |   | E.D.P.     |  | Misc.      |             | Interruption |  | Value  
|                        |  |          |   |            |  |            |             |              |  |        
|Computer Equipment      |  |          |  |            |  |            | £825,000    |              |  |         |           |  |  |       |  |  |             |  | £825,000 | 
|Globix,
80  110        |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|New Oxford Street,      |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|London
UK               |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|                        |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|Finished product at     |  |          |  |            |  |            |            |              |  |         | £2,400,000 |  |  | Incl. |   |  | £2,400,000  | 
|printers premises       |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|anywhere in Europe      |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|                        |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|Football Trophy UK      |  |          |  |            |  |            | £5,000      |              |  |         |            |  |  |       |  |  |             |  | £5,000   | 
|                        |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|On any of the above     |  |          |  |            |  |            | £26,207,000 |              |  |         | £2,000,000 |  |  | Incl. |   |  | £28,207,000 | 
|premises or elsewhere   |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|the World where the     |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|insured is carrying on  |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|business. Worldwide     |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|                        |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|DT Picture Desk        |  |          |  |            |  |            | £104,500    |              |  |         |           |  |  |       |  |  |             |  | £104,500 | 
|Digital Cameras,        |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|Macintosh Laptops/      |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|Scanners etc. 1x600 and |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|2x300 NIKON Lenses      |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|Worldwide               |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|                        |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|ST Picture Desk  6 x   |  |          |  |            |  |            | £38,000     |              |  |         |           |  |  |       |  |  |             |  | £38,000  | 
|Mac/Scanner Worldwide   |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|                        |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|Sport  Cameras,        |  |          |  |            |  |            | £33,000     |              |  |         |           |  |  |       |  |  |             |  | £33,000  | 
|Lenses/Mac/Scanner      |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|                        |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|Jockey Trophy Anywhere  |  |          |  |            |  |            | £12,000     |              |  |         |           |  |  |       |  |  |             |  | £12,000  | 
|in UK Worldwide         |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|                        |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|Battle of Britain Maps  |  |          |  |            |  |            | £17,500     |              |  |         |           |  |  |       |  |  |             |  | £17,500  | 
|                        |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|Structure at Royal    |  |          |  |            |  |            |            |              |  |         | £70,000    |  |  | Incl. |   |  | £70,000     | 
|Horticultural Society   |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 
|Gardens, Wisley         |  |          |   |            |  |            |             |              |  |         |            |  |  |       |   |  |             |  |          | 





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##### Table of Contents



TELEGRAPH GROUP LIMITED  DECLARED PROPERTY & BUSINESS INTERRUPTION VALUES  2002 RENEWAL

|                          |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|------------------------- |  | -------- | - | ---------- |  | ---------- | -------- | ------------ |  | ------- | -------- |  |  | ----- | ----------- |  |  |  | ----------- | 
|                          |  |          |   |            |  | Equipment  |          |              |  |         |          |  |  |       |             |  |  | 
|                          |  |          |   |            |  | Including  |          | Stock/       |  |         |          |  |  |       |             | 
|                          |  |          |   |            |  | Office     |          | Newsprint    |  |         |          |  |  | Total
|                          |  | Building |   | Contents & |  | Inventory/ |          | Bus.         |  | Insured
|Name & Address            |  | Value    |   | E.D.P.     |  | Misc.      |          | Interruption |  | Value  
|                          |  |          |   |            |  |            |          |              |  |        
|West Ferry Printers       |  |          |  |            |  |            |         |              |  |         |         |  |  |       |            |  |  |  | 0           | 
|Ltd. West Ferry Rd.,
Isle |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|of Dogs London E14        |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|UK                        |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|                          |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|3 Beaufort Court, Marsh   |  |          |  |            |  |            | £30,000  |              |  |         |         |  |  |       |            |  |  |  | £30,000     | 
|Wall London E14 UK        |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|                          |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|Victory House, Chatham,   |  |          |  |            |  |            | £820,000 |              |  |         | £140,000 |  |  |       |            |  |  |  | £960,000    | 
|Kent Office               |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|                          |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|Victory House, Chatham,   |  |          |  |            |  |            | £90,000  |              |  |         |         |  |  |       |            |  |  |  | £90,000     | 
|Kent Tenants             
|Improvements              |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|                          |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|Printers in Brussels      |  |          |  |            |  |            | £50,000  |              |  |         |         |  |  |       |            |  |  |  | £50,000     | 
|Belgium                   |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|                          |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|Printers in Madrid Spain  |  |          |  |            |  |            | £60,000  |              |  |         |         |  |  |       |            |  |  |  | £60,000     | 
|                          |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|West Ferry Printers       |  |          |  |            |  |            |         |              |  |         |         |  |  |       | £550,000    |  |  |  | £550,000    | 
|Fixed Costs               |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|                          |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|Trafford Park Printers    |  |          |  |            |  |            |         |              |  |         |         |  |  |       | £280,000    |  |  |  | £280,000    | 
|Fixed Costs               |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|                          |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|Overseas Printers Fixed   |  |          |  |            |  |            |         |              |  |         |         |  |  |       | £80,000     |  |  |  | £80,000     | 
|Costs                     |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|                          |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|Magazines Fixed Costs     |  |          |  |            |  |            |         |              |  |         |         |  |  |       | £1,215,000  |  |  |  | £1,215,000  | 
|                          |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|Increased Cost of         |  |          |  |            |  |            |         |              |  |         |         |  |  |       | £5,000,000  |  |  |  | £5,000,000  | 
|Working                   |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|                          |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|Fines and Penalties       |  |          |  |            |  |            |         |              |  |         |         |  |  |       | £5,079,000  |  |  |  | £5,079,000  | 
|                          |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|Additional Increased      |  |          |  |            |  |            |         |              |  |         |         |  |  |       | £21,000,000 |  |  |  | £21,000,000 | 
|Cost of Working           |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|                          |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 
|Rent Payable Canary       |  |          |  |            |  |            |         |              |  |         |         |  |  |       | £17,455,000 |  |  |  | £17,455,000 | 
|Wharf                     |  |          |   |            |  |            |          |              |  |         |          |  |  |       |             |  |  |  |             | 





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##### Table of Contents



TELEGRAPH GROUP LIMITED  DECLARED PROPERTY & BUSINESS INTERRUPTION VALUES  2002 RENEWAL

|                |       |       |          |             |            |       |            |              |           |       |         |            |  |  |            |              |  |  |            |              | 
|--------------- | ----- | ----- | -------- | ----------- | ---------- | ----- | ---------- | ------------ | --------- | ----- | ------- | ---------- |  |  | ---------- | ------------ |  |  | ---------- | ------------ | 
|                |       |       |          |             |            |       | Equipment  |              |           |       |         |            |  |  |            |              |  |  |           
|                |       |       |          |             |            |       | Including  |              | Stock/    |       |         |            |  |  |            |              | 
|                |       |       |          |             |            |       | Office     |              | Newsprint |       |         |            |  |  | Total     
|                |       |       | Building |             | Contents & |       | Inventory/ |              | Bus.      |       | Insured
|Name & Address  |       | Value |          | E.D.P.      |            | Misc. |            | Interruption |           | Value
|                |       |       |          |             |            |       |            |              |           |      
|Newsprint Costs |       |       |         |             |            |       |           |              |           |       |        |            |  |  | £1,000,000 |              |  |  | £1,000,000 |             
|                |       |       |          |             |            |       |            |              |           |       |         |            |  |  |            |              |  |  |            |             
|                | Total |       |          | £14,984,000 |            |       |            | £30,388,000  |           |       |         | £5,332,000 |  |  |            | £357,066,000 |  |  |            | £407,770,000 | 
|                |       |       |          |             |            |       |            |              |           |       |         |            |  |  |            |              |  |  |            |             





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##### Table of Contents



1(b).  BUSINESS INTERRUPTION SECTION

|                                                |  |                                                                                                                                                                    
|----------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cover                                           |  | Consequential losses following damage insured under the Material Damage
Section.                                                                                   
|                                                |  |                                                                                                                                                                    
|Excess (Each And
Every Loss) Or
Deferred Period |  | £150,000 Excess each & Every Loss (combined Material Damage/Business
Interruption).                                                                                
|                                                |  |                                                                                                                                                                    
|                                                |  | £150,000 each and every loss following Damage at West Ferry Printers
Ltd. and/or Trafford Park Printers Ltd.                                                       
|                                                |  |                                                                                                                                                                    
|                                                |  | 24 Hour Time excess in respect of Service Interruption.                                                                                                            
|                                                |  |                                                                                                                                                                    
|Premises Insured                                |  | 1. The Insureds Premises.                                                                                                                                         
|                                                |  |                                                                                                                                                                    
|                                                |  | 2. Any location of Direct Suppliers or Customers.                                                                                                                  
|                                                |  |                                                                                                                                                                    
|                                                |  | 3. Premises of any supplier of Electricity, Gas, Fuel, Steam, Water,
Refrigeration, Outgoing Sewerage including the feedlines within the
policy territorial limits.

Sums Insured and Indemnity Periods

| |                                         |  |                   |              |                  |  |                  |  | 
| | --------------------------------------- |  | ----------------- | ------------ | ---------------- |  | ---------------- |  | 
| | Item                                    |  | Sum Insured       |              | Indemnity Period
| |                                         |  |                   |              |                 
| | Estimated Net Revenue                   |  |                   | £305,407,000 |                  |  | 18 months       
| |                                         |  |                   |              |                  |  |                  |  | 
| |                                         |  | Note: Based on an |              |                  |  |                 
| |                                         |  | annual (12 month) |              |                  |  |                 
| |                                         |  | figure of         |              |                  |  |                 
| |                                         |  |                   | £203,604,667 |                  |  |                  |  | 
| |                                         |  |                   |              |                  |  |                  |  | 
| | West Ferry Fixed
Costs                  |  |                   | £550,000     |                  |  | 2 weeks         
| |                                         |  |                   |              |                  |  |                  |  | 
| | Trafford Park Fixed
Costs               |  |                   | £280,000     |                  |  | 2 weeks         
| |                                         |  |                   |              |                  |  |                  |  | 
| | Magazine Fixed Costs                    |  |                   | £1,215,000   |                  |  | 4 weeks         
| |                                         |  |                   |              |                  |  |                  |  | 
| | Increased Cost of
Working (Kings
Cross) |  |                   | £5,000,000   |                  |  | 24 months       
| |                                         |  |                   |              |                  |  |                  |  | 
| | Fines and Penalties                     |  |                   | £5,079,000   |                  |  | Variable        
| |                                         |  |                   |              |                  |  | 12 weeks/4 weeks
| |                                         |  |                   |              |                  |  |                  |  | 
| | Additional Increased
Cost of Working    |  |                   | £21,000,000  |                  |  | 24 months       
| |                                         |  |                   |              |                  |  |                  |  | 
| | Rent Payable Canary
Wharf               |  |                   | £17,455,000  |                  |  | 36 months       
| |                                         |  |                   |              |                  |  |                  |  | 
| | Newsprint Costs                         |  |                   | £1,000,000   |                  |  | 24 months       





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##### Table of Contents



|                          |  |                                                     
|------------------------- |  | ----------------------------------------------------
|Inner Limits              |  |  £240M  West Ferry Printers/Trafford Park Printers
|                          |  |                                                     
|                          |  |  £2.5M  Any other supplier or Customer            
|                          |  |                                                     
|                          |  |  £5M  Accounts receivable                         
|                          |  |                                                     
|                          |  |  £5M  Commissions, Profits and Royalties          
|                          |  |                                                     
|                          |  |  £5M  Deferred Payments                           
|                          |  |                                                     
|                          |  |  £5M  Service Interruption (Utility Suppliers).   
|                          |  |                                                     
|Other Extensions          |  | Denial of Access/Egress to Premises.                
|                          |  |                                                     
|                          |  | 30 days Indemnity Period.                           
|                          |  |                                                     
|                          |  | £6M Limit.                                          
|                          |  |                                                     
|Definition of Net
Revenue |  | Revenue less the following costs:                   
|                          |  |                                                     
|                          |  | 1. Printers fixed and variable costs.               
|                          |  |                                                     
|                          |  | 2. Magazine and variable costs.                     
|                          |  |                                                     
|                          |  | 3. Per Insureds forecast as advised to Insurer.    





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##### Table of Contents



2.  SHORT PERIOD ALL RISKS FACILITY

|                             |  |                                                 
|---------------------------- |  | ------------------------------------------------
|Insurers                     |  | NIG                                             
|Policy Number                |  | TBA                                             
|Policy Period                |  | July 1, 2002  June 30, 2003                    
|Insured                      |  | Telegraph Group Ltd and all Subsidiary Companies
|Annual Premium Including Tax |  | £ 2,625.00                                      

|                           |  |                                                                                                       
|-------------------------- |  | ------------------------------------------------------------------------------------------------------
|Cover                      |  | All Risks of Loss or Damage.                                                                        
|                           |  |                                                                                                       
|Property Insured           |  | Property on loan to Telegraph and for which they are responsible, for photo shoots and
similar events.
|                           |  |                                                                                                       
|Sums Insured               |  | £75,000 in total any one event in the U.K.                                                            
|                           |  |                                                                                                       
|                           |  | £25,000 in total any one event overseas.                                                              
|                           |  |                                                                                                       
|Excess                     |  | £250 each and every claim where the total at risk is up to £5,000.                                    
|                           |  |                                                                                                       
|                           |  | £500 each and every claim where the total at risk exceed £5,000.                                      
|                           |  |                                                                                                       
|Principal Cover Conditions |  | 1. Cover excludes theft from unattended vehicles.                                                     
|                           |  | 2. The policy does not cover Motor Vehicles or Watercraft.                                            
|                           |  |                                                                                                       
|                           |  | 3. Cover is for a maximum of 30 days any one event.                                                   
|                           |  |                                                                                                       
|Arranging Cover            |  | Perkins Slade needs to be advised in advance when cover is required.                                  





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##### Table of Contents



3.  EMPLOYERS LIABILITY INSURANCE

|                             |  |                                                 
|---------------------------- |  | ------------------------------------------------
|Insurers                     |  | Royal & Sun Alliance                            
|Policy Number                |  | RKJ852084                                       
|Policy Period                |  | July 1, 2002  June 30, 2003 inclusive          
|Insured                      |  | Telegraph Group Ltd and all Subsidiary Companies
|Annual Premium
Including Tax |  | £ 73,500.00                                     

|                   |  |                                                                                                                                                                              
|------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cover              |  | Legal Liability to pay damages or compensation in respect of death, bodily injury,
illness or disease to your employees arising out of and in the course of their
employment.
|                   |  |                                                                                                                                                                              
|Limit of Liability |  | £10,000,000 any one occurrence, inclusive of costs.                                                                                                                          
|                   |  |                                                                                                                                                                              
|Territorial Limits |  | Anywhere in the world, subject to employees being employed by you in the U.K., but
excluding offshore work.                                                                  
|                   |  |                                                                                                                                                                              
|Jurisdiction       |  | Worldwide.                                                                                                                                                                   

| |                                          |  |     |             | 
| | ---------------------------------------- |  | --- | ----------- | 
| | Estimates for premium purposes:          |  |     |             | 
| |                                          |  |     |             | 
| | Reporters/New Photographers              |  |     | £21,676,000 | 
| | Printers/Production Staff                |  |     | £1,611,000  | 
| | Sales/Clerical/Administrative/Managerial |  |     | £23,204,000 | 
| | Manual Work away from your premises      |  | NIL
| | All Other Staff                          |  | NIL
| | Reporters Overseas                       |  |     | £572,000    | 

|                       |  |                                                                                                                                               
|---------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|Definition of Employee |  | 1. Any Director of the Insured.                                                                                                               
|                       |  |                                                                                                                                               
|                       |  | 2. Any person under a contract of service or apprenticeship with the Insured.                                                                 
|                       |  |                                                                                                                                               
|                       |  | 3. Any person supplied to or hired to or borrowed by the Insured.                                                                             
|                       |  |                                                                                                                                               
|                       |  | 4. Any labour master or person supplied by the Insured.                                                                                       
|                       |  |                                                                                                                                               
|                       |  | 5. Any person engaged by labour only sub-contractors.                                                                                         
|                       |  |                                                                                                                                               
|                       |  | 6. Any self-employed person performing work of a kind ordinarily
performed under a contract of
    service or apprenticeship with the Insured.





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##### Table of Contents



|                    |  |                                                                                                                                                                                                
|------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |  | 7. Any person supplied to the Insured under a contract or agreement, the terms of
which deem such person to be in the employment of the Insured for the duration of such
contract or agreement.
|                    |  |                                                                                                                                                                                                
|                    |  | 8. Any person in connection with a work experience/study scheme or similar scheme.                                                                                                             
|                    |  |                                                                                                                                                                                                
|Claims Notification |  | Policy conditions require notification to Insurers of any incident which may give rise
to a claim. The following should be notified to Perkins Slade:                                          
|                    |  |                                                                                                                                                                                                
|                    |  | 1. Any incident where an injured employee (or his representative) has intimated
verbally or in writing that a claim may be made.                                                               
|                    |  |                                                                                                                                                                                                
|                    |  | 2. Any incident which is notifiable to the Health and Safety Executive under the
RIDDOR regulations.                                                                                           
|                    |  |                                                                                                                                                                                                
|                    |  | 3. Any accident necessitating the calling of Ambulance or Medical Assistance.                                                                                                                  
|                    |  |                                                                                                                                                                                                
|                    |  | If in any doubt seek guidance form Perkins Slade.                                                                                                                                              





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##### Table of Contents



4.  PUBLIC/PRODUCT LIABILITY INSURANCE

|                             |  |                                                                
|---------------------------- |  | ---------------------------------------------------------------
|Insurers                     |  | AIG                                                            
|Policy Number                |  | 20002925                                                       
|Policy Period                |  | July 1, 2002  June 30, 2003 inclusive                         
|Insured                      |  | Telegraph Group Ltd and/or Associated and/or
Subsidiary Company
|Annual Premium Including Tax |  | £20,360.00                                                     

|                               |  |                                                                                                                                                                                                                                          |  |                                                                      
|------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------
|Cover                          |  | Legal Liability to pay damages or compensation in respect of third party
bodily injury or loss of or damage to third party material property,
nuisance, trespass (or interference with any easement, right of air, light,
water or way).
|                               |  |                                                                                                                                                                                                                                          |  |                                                                      
|                               |  | Cover includes pollution caused by a sudden identifiable unintended and
unexpected event which takes place in its entirety at a specific time and
place during the period of Insurance.                                                 
|                               |  |                                                                                                                                                                                                                                          |  |                                                                      
|Limit of Liability             |  | Public Liability:                                                                                                                                                                                                                        |  |                                                                      
|                               |  |                                                                                                                                                                                                                                          |  |                                                                      
|                               |  | Cdn. $5,000,000                                                                                                                                                                                                                          |  | Any one occurrence /unlimited
period of
Insurance.                   
|                               |  |                                                                                                                                                                                                                                          |  |                                                                      
|                               |  | Product Liability/Pollution:                                                                                                                                                                                                             |  |                                                                      
|                               |  |                                                                                                                                                                                                                                          |  |                                                                      
|                               |  | Cdn. $5,000,000                                                                                                                                                                                                                          |  | Any one occurrence,
and in the aggregate
any one period of
Insurance.
|Estimates
for
Premium Purposes |  | Turnover:                                                                                                                                                                                                                                |  |                                                                      
|                               |  |                                                                                                                                                                                                                                          |  |                                                                      
|                               |  | UK: £326,900,000.                                                                                                                                                                                                                        |  |                                                                      
|                               |  |                                                                                                                                                                                                                                          |  |                                                                      
|                               |  | Rest of World: £1,000,000.                                                                                                                                                                                                               |  |                                                                      
|                               |  |                                                                                                                                                                                                                                          |  |                                                                      
|                               |  | Shop Signs, etc:                                                                                                                                                                                                                         |  |                                                                      
|                               |  |                                                                                                                                                                                                                                          |  |                                                                      
|                               |  | Canopies/Canopies and Signs/Signs: aggregate value of £400                                                                                                                                                                              
|                               |  |                                                                                                                                                                                                                                          |  |                                                                      
|                               |  | Premium is non-adjustable                                                                                                                                                                                                                |  |                                                                      
|                               |  |                                                                                                                                                                                                                                          |  |                                                                      
|Readers Offers                 |  | Details of Reader Offers and procedures employed are lodged with Insurers.
Any departure there from should be notified to Perkins Slade. The policy
excludes marine and aviation risks.                                               





---



##### Table of Contents



|                    |  |                                                                                                                                                                   |  | 
|------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|Local Policies      |  | Separate local policies arranged for the following territories:                                                                                                  
|                    |  |                                                                                                                                                                   |  | 
|                    |  |  China                                                                                                                                                           |  | 
|                    |  |                                                                                                                                                                   |  | 
|                    |  |  France                                                                                                                                                          |  | 
|                    |  |                                                                                                                                                                   |  | 
|                    |  |  Russia                                                                                                                                                          |  | 
|                    |  |  South Africa.                                                                                                                                                   |  | 
|                    |  |                                                                                                                                                                   |  | 
|Claims Notification |  | Policy conditions require notification to Insurers of any incident which may
give rise to a claim. The following should be notified to Perkins Slade:            
|                    |  |                                                                                                                                                                   |  | 
|                    |  | 1. Any incident where a third party (or his representative) has intimated
verbally or in writing that a claim may be made for personal injury or
property damage.
|                    |  |                                                                                                                                                                   |  | 
|                    |  | 2. Any incident which is notifiable to the Health and Safety Executive.                                                                                          
|                    |  |                                                                                                                                                                   |  | 
|                    |  | 3. Any accident necessitating the calling of Ambulance or Medical Assistance.
If in any doubt seek guidance from Perkins Slade.                                  





---



##### Table of Contents



5.  MARINE INSURANCE

|                             |  |                                                    
|---------------------------- |  | ---------------------------------------------------
|Insurers                     |  | Royal & Sun Alliance                               
|Policy Number                |  | C063297B99AA                                       
|Policy Period                |  | July 1, 2002  June 30, 2003 inclusive             
|Insured                      |  | Telegraph Group Limited and/or Subsidiary Companies
|Annual Premium Including Tax |  | £7,000.00                                          

|                   |  |                                                                                                                                                                                                                                                      
|------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cover              |  | All Risks of Loss or damage to the Insured property.                                                                                                                                                                                                 
|                   |  |                                                                                                                                                                                                                                                      
|Excess             |  | £2,500 each and every claim.                                                                                                                                                                                                                         
|                   |  |                                                                                                                                                                                                                                                      
|Insured Property   |  | Printed Magazines.                                                                                                                                                                                                                                   
|                   |  |                                                                                                                                                                                                                                                      
|Voyages            |  | To U.K. from Western Europe.                                                                                                                                                                                                                         
|                   |  |                                                                                                                                                                                                                                                      
|Methods of Transit |  | Conveyances and/or Steamers                                                                                                                                                                                                                          
|                   |  |                                                                                                                                                                                                                                                      
|                   |  | Parcel Post                                                                                                                                                                                                                                          
|                   |  |                                                                                                                                                                                                                                                      
|                   |  | Air Freight                                                                                                                                                                                                                                          
|                   |  |                                                                                                                                                                                                                                                      
|                   |  | Rail                                                                                                                                                                                                                                                 
|                   |  |                                                                                                                                                                                                                                                      
|                   |  | Road                                                                                                                                                                                                                                                 
|                   |  |                                                                                                                                                                                                                                                      
|                   |  | Own Vehicles                                                                                                                                                                                                                                         
|                   |  |                                                                                                                                                                                                                                                      
|Limits             |  |                                                                                                                                                                                                                                                      
|                   |  |                                                                                                                                                                                                                                                      
|                   |  |  Any one vessel or conveyance: £1,000,000
 Any one location or loss: £2,000,000
 Postal Sendings: £5,000
 Engineers or Sales Reps Tools or Samples per Vehicle: £5,000
 Any one Road Vehicle/Trailer (owned or operated by the Insured): £40,000
|                   |  |                                                                                                                                                                                                                                                      
|Premium Basis      |  | Estimated annual sendings : £22,520,000                                                                                                                                                                                                              
|                   |  |                                                                                                                                                                                                                                                      
|Basis Of Valuation |  | Cost Insurance & Freight + charges + Duty if incurred + 10%, or as agreed with Insurers
prior to known and/or reported loss                                                                                                                          





---



##### Table of Contents



6.  MOTOR FLEET INSURANCE

|                             |  |                                                    
|---------------------------- |  | ---------------------------------------------------
|INSURERS                     |  | Royal & Sun Alliance                               
|POLICY NUMBER                |  | RKJ891964                                          
|POLICY PERIOD                |  | July 1, 2002 to June 30, 2003 inclusive            
|INSURED                      |  | Telegraph Group Limited and/or Subsidiary Companies
|ANNUAL PREMIUM INCLUDING TAX |  | £95,577.30                                         

|                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                            
|----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cover                   |  | Comprehensive, excluding Windscreen                                                                                                                                                                                                                                                                                                                                                                                        
|                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                            
|Terrorism Exclusion     |  | The Insurers shall not be liable in respect of any consequences of Terrorism except so far as is
necessary to meet the requirements of any road traffic legislation                                                                                                                                                                                                                                                        
|                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                            
|Definition of Terrorism |  | Terrorism shall mean any act including but not limited to the use of force or violence or the threat
thereof of any persons or group of persons whether acting alone or on behalf of or in connection with
any Organisation or government committed for political, religious, ideological or similar purposes
including the intention to influence any government or to put the public or any section of the public
in fear
|                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                            

|       |  |        |  |                                                                                                                                       
|------ |  | ------ |  | --------------------------------------------------------------------------------------------------------------------------------------
|Excess |  | £1,000 |  | Each and every claim arising out of Accidental Damage, Fire or Theft
No Additional own damage Excesses for young/inexperienced drivers
|       |  |        |  |                                                                                                                                       

|                    |  |                                             |  |                     
|------------------- |  | ------------------------------------------- |  | --------------------
|Limits of Indemnity |  | Vehicles                                    |  | Market Value        
|                    |  |                                             |  |                     
|                    |  | Manslaughter Defence                        |  | Unlimited           
|                    |  |                                             |  |                     
|                    |  | Medical Expenses                            |  | £250 per person     
|                    |  |                                             |  |                     
|                    |  | Rugs, Clothing and Personal Effects         |  | £250 per person     
|                    |  |                                             |  |                     
|                    |  | Passenger Liability                         |  | Unlimited           
|                    |  |                                             |  |                     
|                    |  | Third Party Injury                          |  | Unlimited           
|                    |  |                                             |  |                     
|                    |  | Property Damages:                           |  |                     
|                    |  |                                             |  |                     
|                    |  | (i) Commercial Vehicles
(ii) Other vehicles |  | £5,000,000
Unlimited
|                    |  |                                             |  |                     
|                    |  | Motor Uninsured Loss Recovery               |  | £50,000             





---



##### Table of Contents



|                                    |  |                                                                                                                                                                                                      
|----------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Certificates                        |  | Blanket certificates of Insurance apply                                                                                                                                                              
|                                    |  |                                                                                                                                                                                                      
|                                    |  | Specified certificate required for P1 TOU (Previously P283 CPL) owned by D. W. Coulson and R444 MJL
owned by Peter Lohmeyer                                                                          
|                                    |  |                                                                                                                                                                                                      
|Theft Restriction                   |  | The policy does not cover loss of or damages due to the theft or attempted theft occurring whilst the
insured vehicle is left unlocked with the ignition key inside the vehicle.                     
|                                    |  |                                                                                                                                                                                                      
|                                    |  | It is recommended that the Insured alert all vehicle users to this restriction                                                                                                                       
|                                    |  |                                                                                                                                                                                                      
|Insured Vehicles and
Permitted Uses |  | Vehicles of the Insured                                                                                                                                                                              
|                                    |  |                                                                                                                                                                                                      
|                                    |  | Any Motor Car, Motorcycle, Minibus or Goods Carrying Vehicle which is your property or hired or lent or
leased to the Insured                                                                        
|                                    |  |                                                                                                                                                                                                      
|                                    |  | Use:Social Domestic and Pleasure purposes in connection with the Insureds business, and by principals
or directors in connection with any other businesses of which they are principals or directors
|                                    |  |                                                                                                                                                                                                      
|                                    |  | Excluding:                                                                                                                                                                                           
|                                    |  |                                                                                                                                                                                                      
|                                    |  | (i) Motor Cars speed testing, pace making or competitive driving                                                                                                                                    
|                                    |  |                                                                                                                                                                                                      
|                                    |  | (ii) Good Carrying Vehicles (i) speed testing, pace making or competitive driving or (ii) use for
hire or reward                                                                                    
|                                    |  |                                                                                                                                                                                                      
|                                    |  | Employee Vehicles                                                                                                                                                                                    
|                                    |  | Any Motor Car or Motorcycle owned by or hired or lent to your employees, excluding any motor car
provided by the Insured                                                                             
|                                    |  |                                                                                                                                                                                                      
|                                    |  | Use:In connection with your business only.                                                                                                                                                           
|                                    |  |                                                                                                                                                                                                      
|                                    |  | Excluding:                                                                                                                                                                                           
|                                    |  |                                                                                                                                                                                                      
|                                    |  | (i) Speed testing, pace making or competitive driving
 
(ii) Use for hire or reward                                                                                                                  
|                                    |  |                                                                                                                                                                                                      
|                                    |  | Third Party Vehicles                                                                                                                                                                                 
|                                    |  |                                                                                                                                                                                                      
|                                    |  | Any motor car or good carrying vehicle not belonging to or hired to or leased to or lent to the Insured                                                                                              
|                                    |  |                                                                                                                                                                                                      
|                                    |  | Use:For the movement of a vehicle to facilitate the passage of your own vehicle                                                                                                                      
|                                    |  |                                                                                                                                                                                                      





---



##### Table of Contents



|                           |  |                                                                                                                                                                                           
|-------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                           |  | Excluding:                                                                                                                                                                                
|                           |  |                                                                                                                                                                                           
|                           |  | (i) Speed testing, pace making or competitive driving
(ii) Use for hire or reward                                                                                                         
|                           |  |                                                                                                                                                                                           
|Drivers                    |  | Any authorized licensed driver (Authorised = Approved by the Company
in accordance with your own Car Policy)                                                                              
|                           |  |                                                                                                                                                                                           
|                           |  | Any Employee in respect of movement of Third Party vehicles to facilitate passage                                                                                                         
|                           |  |                                                                                                                                                                                           
|Principal Cover
Extensions |  | 1. Better Car Cover for Motor Cars up to 12 months old                                                                                                                                    
|                           |  |                                                                                                                                                                                           
|                           |  | 2. Occasional Business use cover in respect of Employees own vehicle used on your business. No
    contribution from Employees policy.                                                    
|                           |  |                                                                                                                                                                                           
|                           |  | 3. Third Party cover for unspecified trailers whether attached or detached.                                                                                                               
|                           |  |                                                                                                                                                                                           
|                           |  | 4. Movement of impeding vehicles                                                                                                                                                          
|                           |  |                                                                                                                                                                                           
|                           |  | 5. Joint Insureds indemnity clause                                                                                                                                                       
|                           |  |                                                                                                                                                                                           
|                           |  | 6. Driving by unlicensed drivers when a license is not required by the law                                                                                                                
|                           |  |                                                                                                                                                                                           
|                           |  | 7. The Insureds legal liability in respect of unauthorized use by any person                                                                                                             
|                           |  |                                                                                                                                                                                           
|                           |  | 8. Earthquake Damage to vehicles extended to include Continent of Europe                                                                                                                  
|                           |  |                                                                                                                                                                                           
|                           |  | 9. Riot and Civil Commotion damage extended to include Continent of Europe                                                                                                                
|                           |  |                                                                                                                                                                                           
|                           |  | 10. Customs and Excise Duty on the Continent of Europe                                                                                                                                    
|                           |  |                                                                                                                                                                                           
|                           |  | 11. Third Party Contingent Liability arising from the use of vehicles not belonging to the Insured or
      provided to the Insured                                                       
|                           |  |                                                                                                                                                                                           
|                           |  | 12. Third party indemnity to owners of vehicles hired, leased or loaned to you                                                                                                            
|                           |  |                                                                                                                                                                                           
|                           |  | 13. Unlimited cover for fitted audio/radio/office equipment/car phones etc. including removable items
      within vehicle or boot when locked and unattended  reinstatement as new basis
|                           |  |                                                                                                                                                                                           
|                           |  | 14. Comprehensive cover for two custom-built for-wheel trailers whilst attached or detached                                                                                               
|                           |  |                                                                                                                                                                                           
|                           |  | 15. 1953 Rolls Royce UYY 497 insured for Market Value of £65,000                                                                                                                          
|                           |  |                                                                                                                                                                                           





---



##### Table of Contents



|            |  |                                                                                                                                                                       
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  | 16. Legal Liability of Passengers for their negligent acts                                                                                                            
|            |  |                                                                                                                                                                       
|            |  | 17. Legal defence costs on charges of manslaughter or causing death by reckless driving or serious        harm                                                        
|            |  |                                                                                                                                                                       
|Foreign Use |  | Cover under this policy applies in all member countries of the European Community, Austria, Czech
Republic, Slovakia, Finland, Hungary, Norway, Sweden and Switzerland
|            |  |                                                                                                                                                                       
|            |  | Persons traveling overseas should carry with them a copy of the certificate of Insurance, as evidence
of Insurance, including Spanish bail Bond                       
|            |  |                                                                                                                                                                       
|            |  | Green Cards are required for visits outside these territories, and are available on request for Perkins
Slade                                                         
|            |  |                                                                                                                                                                       

|                                          |  |                                                                              |  |  |                                                                                                             | 
|----------------------------------------- |  | ---------------------------------------------------------------------------- |  |  | ----------------------------------------------------------------------------------------------------------- | 
|Vehicle Details on
Which Premium is Based |  | Cars                                                                         |  |  | 141                                                                                                         | 
|                                          |  |                                                                              |  |  |                                                                                                             | 
|                                          |  | Privately owned cars                                                         |  |  | 2                                                                                                           | 
|                                          |  |                                                                              |  |  |                                                                                                             | 
|                                          |  | Commercial vehicles (van)                                                    |  |  | 3                                                                                                           | 
|                                          |  |                                                                              |  |  |                                                                                                             | 
|                                          |  | Special types (Transit Minibus)                                              |  |  | 4                                                                                                           | 
|                                          |  |                                                                              |  |  |                                                                                                             | 
|                                          |  | Motorcycles                                                                  |  |  | 1                                                                                                           | 
|                                          |  |                                                                              |  |  |                                                                                                             | 
|                                          |  | Occasional Business Use:                                                     |  |  |                                                                                                             | 
|                                          |  |                                                                              |  |  |                                                                                                             | 
|                                          |  | (i) Less than £ 1,000 miles per annum
(ii) More than £ 1,000 miles per annum |  |  | 40
50                                                                                                       | 
|                                          |  |                                                                              |  |  |                                                                                                             | 
|DECLARATION/ADJUSTMENT
CONDITIONS         |  | Details Required:                                                            |  |  | Number of Cars
Number of Vans
Number of Special Types
Number of Motor Cycles
Number of Privately Owned Cars | 

| |  |                                                          
| |  | ---------------------------------------------------------
| |  | Due at Renewal                                           
| |  |                                                          
| |  | 2002/2003 Premium Rates per Vehicle:                     
| |  |                                                          
| |  | £593 + 5% Insurance Premium Tax                          
| |  |                                                          
| |  | £1,483 + 5% Insurance Premium Tax in respect of Landrover
| |  |                                                          





---



##### Table of Contents



|                                        |  |                                                                                                                     
|--------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------
|Vehicles On Loan To
Motoring Department |  | (1) Automatically Insured subject to any vehicle with value in excess of £1,000,000, or,                            
|                                        |  |                                                                                                                     
|                                        |  | (2) any vehicle being used for special testing, pace making or competitive driving, being notified
prior      to use





---



##### Table of Contents



B.  Insurance Policies for Hollinger International Inc., Hollinger Inc., Ravelston Corporation Limited and Subsidiary Companies.

See attached summaries of the following policies:



| | 1. |  | All Risks Property Damage & Business Interruption
| | -- |  | ---------------------------------------------------
|
| | 2. |  | Primary Umbrella Liability                         
|
| | 3. |  | First Excess Umbrella                              
|
| | 4. |  | Second Excess Umbrella                             
|
| | 5. |  | Third Excess Umbrella                              
|
| | 6. |  | Fourth Excess Umbrella                             
|
| | 7. |  | Five Excess Umbrella                               
|
| | 8. |  | Sixth Excess Umbrella                              

Except where noted otherwise, all values are in Canadian currency.

Produced By:

AON Reed Stenhouse





---



##### Table of Contents



1.  All Risks Property Damage & Business Interruption

|              |  |                                                                                                                                                                                                                                                                                                   
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Named Insured |  | The Ravelston Corporation Limited, Hollinger Inc., and
Hollinger International Inc. et al
and all subsidiary companies over which the named insured
exercises financial or management control, that existed, may
now exist or may hereafter be constituted                                        
|              |  |                                                                                                                                                                                                                                                                                                   
|Insurer       |  | Royal & Sun Alliance Insurance Company of Canada                                                                                                                                                                                                                                                  
|              |  |                                                                                                                                                                                                                                                                                                   
|Policy Number |  | 7170922                                                                                                                                                                                                                                                                                           
|              |  |                                                                                                                                                                                                                                                                                                   
|Policy Term   |  | July 1, 2002 to August 1, 2003                                                                                                                                                                                                                                                                    
|              |  |                                                                                                                                                                                                                                                                                                   
|              |  | Perils Insured                                                                                                                                                                                                                                                                                    
|              |  |                                                                                                                                                                                                                                                                                                   
|              |  | All Risks of Direct Physical Loss or Damage including Flood and
Earthquake, except as excluded                                                                                                                                                                                                    
|              |  |                                                                                                                                                                                                                                                                                                   
|              |  | Property and Business Interruption Coverage                                                                                                                                                                                                                                                       
|              |  |                                                                                                                                                                                                                                                                                                   
|              |  | Real and Personal Property owned by or for which the Named
Insured has an insurable interest                                                                                                                                                                                                      
|              |  |                                                                                                                                                                                                                                                                                                   
|              |  | Business Interruption (Profits Form, 18 months indemnity period
except 24 month indemnity period for Chicago Sun Times, Ashland
Avenue, Chicago, IL and North Wabash, Chicago, IL, 12 months
Rental Insurance, 90 day Ordinary Payroll, Contingent Business
Interruption and Service Interruption)
|              |  |                                                                                                                                                                                                                                                                                                   
|              |  | Extra Expense, and Expediting Expense                                                                                                                                                                                                                                                             
|              |  |                                                                                                                                                                                                                                                                                                   
|              |  | Inland Property in Transit is Included                                                                                                                                                                                                                                                            
|              |  |                                                                                                                                                                                                                                                                                                   
|              |  | Indemnity period for Chicago Sun Times, Ashland Avenue,
Chicago, IL and North Wabash, Chicago, IL                                                                                                                                                                                                 
|              |  |                                                                                                                                                                                                                                                                                                   
|              |  | Policy Form                                                                                                                                                                                                                                                                                       
|              |  |                                                                                                                                                                                                                                                                                                   
|              |  | Aon Manuscript wording                                                                                                                                                                                                                                                                            
|              |  |                                                                                                                                                                                                                                                                                                   
|              |  | Limits of Liability                                                                                                                                                                                                                                                                               
|              |  |                                                                                                                                                                                                                                                                                                   

| |  |                                                                                       |  |  |                 |  |  | 
| |  | ------------------------------------------------------------------------------------- |  |  | --------------- |  |  | 
| |  | Property Damage/ Business Interruption Combined, any one occurrence                   |  |  | C$1,200,000,000 | 
| |  |                                                                                      
| |  |                                                                                       |  |  |                 |  |  | 
| |  | Subject to the following Sublimits:                                                   |  |  |                 | 
| |  |                                                                                       |  |  |                 |  |  | 
| |  | Newly Acquired Locations, subject to reporting to Insurer(s) 90 days from acquisition |  |  | 25,000,000      | 
| |  |                                                                                      
| |  | Miscellaneous Unnamed Locations                                                       |  |  | 25,000,000      | 
| |  |                                                                                      
| |  | Extra Expense                                                                         |  |  | 25,000,000      | 
| |  |                                                                                      





---



##### Table of Contents



| |  |                                                                                |  |  |             |  |  | 
| |  | ------------------------------------------------------------------------------ |  |  | ----------- |  |  | 
| |  | Contingent Business Interruption                                               |  |  | 25,000,000  | 
| |  |                                                                               
| |  | Service Interruption
     (Property Damage and Business Interruption combined) |  |  | 25,000,000  | 
| |  |                                                                               
| |  | Expediting Expense                                                             |  |  | 15,000,000  | 
| |  |                                                                               
| |  | Denial of Access                                                               |  |  | 25,000,000  | 
| |  |                                                                               
| |  | Property in Transit                                                            |  |  | 5,000,000   | 
| |  |                                                                               
| |  | Accounts Receivable                                                            |  |  | 15,000,000  | 
| |  |                                                                               
| |  | Valuable Papers                                                                |  |  | 15,000,000  | 
| |  |                                                                               
| |  | California Earthquake Annual Aggregate                                         |  |  | 5,000,000   | 
| |  | BC & Quebec Earthquake Annual Aggregate                                        |  |  | 100,000,000 | 
| |  | All other Earthquake Annual Aggregate                                          |  |  | 500,000,000 | 
| |  |                                                                               
| |  | Flood Annual Aggregate                                                         |  |  | 500,000,000 | 
| |  |                                                                               
| |  | Builders' Risk                                                                 |  |  | 5,000,000   | 
| |  |                                                                               
| |  | Fines and Penalties                                                            |  |  | 5,000,000   | 
| |  |                                                                               
| |  | Professional Fees                                                              |  |  | 2,000,000   | 
| |  |                                                                               
| |  | Employees' Effects                                                             |  |  | 1,000,000   | 
| |  |                                                                               
| |  | Deductibles                                                                    |  |  |             | 
| |  |                                                                                |  |  |             |  |  | 
| |  | EDP  Electrical/Mechanical Breakdown                                           |  |  | 5,000       | 
| |  |                                                                               
| |  | Office Contents                                                                |  |  | 5,000       | 
| |  |                                                                               
| |  | Property in Transit                                                            |  |  | 5,000       | 
| |  |                                                                               
| |  | Accounts Receivable                                                            |  |  | 5,000       | 
| |  |                                                                               
| |  | Valuable Papers                                                                |  |  | 5,000       | 
| |  |                                                                               
| |  | Fine Arts                                                                      |  |  | 2,500       | 
| |  |                                                                               
| |  | All  other losses                                                              |  |  | 10,000      | 
| |  |                                                                               

| |  |                                                                                                                              
| |  | -----------------------------------------------------------------------------------------------------------------------------
| |  | With respect to the peril of Earthquake in California, 5% of TIV on a per
occurrence basis, subject to a minimum of $100,000.
| |  |                                                                                                                              
| |  | With respect to the peril of Earthquake in BC, 5% of TIV on a per occurrence
basis, subject to a minimum of $100,000.        
| |  |                                                                                                                              
| |  | With respect to the peril of Earthquake in Quebec, 3% of TIV on a per
occurrence basis, subject to a minimum of $100,000.    
| |  | Territorial Limits                                                                                                           
| |  |                                                                                                                              
| |  | Canada, USA including Puerto Rico, Israel                                                                                    
| |  |                                                                                                                              
| |  | Basis of Loss Settlement                                                                                                     
| |  |                                                                                                                              
| |  | Replacement Cost including Limited Bylaws Cover, except as provided in
policy                                                





---



##### Table of Contents



| |  |                                                                                        
| |  | ---------------------------------------------------------------------------------------
| |  | Principal Extensions                                                                   
| |  | Global Policy Extension                                                                
| |  | Builders Risk Extension                                                               
| |  |                                                                                        
| |  | Interdependent Business Interruption                                                   
| |  |                                                                                        
| |  | Gross Rents  12-month indemnity period                                                
| |  |                                                                                        
| |  | Denial of Access  8 weeks                                                             
| |  |                                                                                        
| |  | Canadian Currency Clause                                                               
| |  |                                                                                        
| |  | Principal Exclusions                                                                   
| |  |                                                                                        
| |  | Misinterpretation of Dates Exclusion                                                   
| |  |                                                                                        
| |  | War & Related Perils                                                                   
| |  |                                                                                        
| |  | Pollution & Contamination                                                              
| |  |                                                                                        
| |  | Watercraft, Aircraft & Automobiles                                                     
| |  |                                                                                        
| |  | Faulty Workmanship, Wear & Tear and Corrosion, etc.                                    
| |  |                                                                                        
| |  | Nuclear                                                                                
| |  |                                                                                        
| |  | Additional Insured/Loss Payees                                                         
| |  |                                                                                        
| |  | Automatically included as required                                                     
| |  | Termination                                                                            
| |  | 120 Days Notice except for non-payment of premium and statutory conditions
shall govern





---



##### Table of Contents



2.  Primary Umbrella Liability

|              |  |                                                                                                                                                                                                                                                           
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Named Insured |  | The Ravelston Corporation Limited, Hollinger Inc., and
Hollinger International Inc. et al
and all subsidiary companies over which the named insured
exercises financial or management control, that existed, may
now exist or may hereafter be constituted
|              |  |                                                                                                                                                                                                                                                           
|Insurer       |  | Liberty Mutual Insurance Company                                                                                                                                                                                                                          
|              |  |                                                                                                                                                                                                                                                           
|Policy Number |  | LQ1-B71-070002-062                                                                                                                                                                                                                                        
|              |  |                                                                                                                                                                                                                                                           
|Policy Term   |  | July 1, 2002 to July 1, 2003                                                                                                                                                                                                                              
|              |  |                                                                                                                                                                                                                                                           
|              |  | Coverage                                                                                                                                                                                                                                                  
|              |  |                                                                                                                                                                                                                                                           
|              |  | Provides catastrophe cover excess of the liability limits under the
General Liability, Media Liability, Automobile Liability, Watercraft Liability,
and Employers Liability policies                                                                      
|              |  |                                                                                                                                                                                                                                                           
|              |  | Policy Form                                                                                                                                                                                                                                               
|              |  |                                                                                                                                                                                                                                                           
|              |  | As agreed to and as per Insurer(s) policy wording(s) on a Follow Form
basis:                                                                                                                                                                              
|              |  |                                                                                                                                                                                                                                                           
|              |  | Follow Form Coverages:                                                                                                                                                                                                                                    
|              |  |                                                                                                                                                                                                                                                           
|              |  | Named Insured                                                                                                                                                                                                                                             
|              |  |                                                                                                                                                                                                                                                           
|              |  | Automobile                                                                                                                                                                                                                                                
|              |  |                                                                                                                                                                                                                                                           
|              |  | Contractual                                                                                                                                                                                                                                               
|              |  |                                                                                                                                                                                                                                                           
|              |  | Employee Benefits Liability                                                                                                                                                                                                                               
|              |  |                                                                                                                                                                                                                                                           
|              |  | Incidental Medical Malpractice                                                                                                                                                                                                                            
|              |  |                                                                                                                                                                                                                                                           
|              |  | Employers Liability                                                                                                                                                                                                                                       
|              |  |                                                                                                                                                                                                                                                           
|              |  | Punitive Damages                                                                                                                                                                                                                                          
|              |  |                                                                                                                                                                                                                                                           
|              |  | Real Property in Care, Custody and Control                                                                                                                                                                                                                
|              |  |                                                                                                                                                                                                                                                           
|              |  | Aircraft                                                                                                                                                                                                                                                  
|              |  |                                                                                                                                                                                                                                                           
|              |  | Limit of Liability                                                                                                                                                                                                                                        
|              |  |                                                                                                                                                                                                                                                           

| |  |                                   |  |                            |              |  |  | 
| |  | --------------------------------- |  | -------------------------- | ------------ |  |  | 
| |  | Bodily injury and Property Damage |  |                            | C$25,000,000 | 
| |  |                                  
| |  | Annual Aggregate                  |  | As per underlying policies |             
| |  |                                  
| |  |                                   |  |                            |              |  |  | 





---



##### Table of Contents



| |  |                                           |  |                                                                                     
| |  | ----------------------------------------- |  | ------------------------------------------------------------------------------------
| |  | Excess of Underlying Coverages and Limits
| |  |                                           |  |                                                                                     
| |  | Insurance Company                         |  | New Hampshire Insurance Company                                                     
| |  |                                           |  |                                                                                     
| |  | Coverage                                  |  | Public Liability (UK)                                                               
| |  |                                           |  |                                                                                     
| |  | Limit(s)                                  |  | Products & Completed Operations and Pollution,
occurrence & aggregate $5,000,000    
| |  |                                           |  |                                                                                     
| |  | Policy No                                 |  | 20002925                                                                            
| |  |                                           |  |                                                                                     
| |  | Term                                      |  | June 30, 2002 to June 30, 2003
(The Telegraph Group Ltd. & West Ferry Printers Ltd.)
| |  |                                           |  |                                                                                     
| |  |                                           |  |                                                                                     
| |  | Insurance Company                         |  | Westchester Surplus Lines Insurance Company                                         
| |  |                                           |  |                                                                                     
| |  | Coverage                                  |  | Media Liability (US & Israel Operations)                                            
| |  |                                           |  |                                                                                     
| |  | Limit(s)                                  |  | Each occurrence
& aggregate           US$5,000,000                                  
| |  |                                           |  |                                                                                     
| |  | Policy No                                 |  | CRLN00205606                                                                        
| |  |                                           |  |                                                                                     
| |  | Term                                      |  | July 1, 2002  July 1, 2003                                                         
| |  |                                           |  |                                                                                     
| |  |                                           |  |                                                                                     
| |  | Insurance Company                         |  | ACE Canada                                                                          
| |  |                                           |  |                                                                                     
| |  | Coverage                                  |  | Media Liability (Canadian Operations only)                                          
| |  |                                           |  |                                                                                     
| |  | Limit(s)                                  |  | Each occurrence
& aggregate
            $5,000,000                                  
| |  |                                           |  |                                                                                     
| |  | Policy No                                 |  | EOM0003273                                                                          
| |  |                                           |  |                                                                                     
| |  | Term                                      |  | July 1, 2002  July 1, 2003                                                         





---



##### Table of Contents



| |  |                   |  |                                                                                                                                                                                                                                                                      
| |  | ----------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Insurance Company |  | Insurance Corporation of British Columbia                                                                                                                                                                                                                            
| |  |                   |  |                                                                                                                                                                                                                                                                      
| |  | Coverage          |  | Automobile Liability                                                                                                                                                                                                                                                 
| |  |                   |  |                                                                                                                                                                                                                                                                      
| |  | Limit(s)          |  | Inclusive each
accident           $1,000,000                                                                                                                                                                                                                         
| |  |                   |  |                                                                                                                                                                                                                                                                      
| |  | Policy No         |  | ICBC uses the vehicle licence plate as the policy
number. At the time of renewal the following policy
numbers were in effect: 1814XB, 2700YB, 6362XF, 92013V,
BLK587, BLK589, BLK590, BLK594, BLK595, CMD904, CMD905,
DRV684, 0545XC, 5138DS, 5139DS, 9412DW, 9496BA.
| |  |                   |  |                                                                                                                                                                                                                                                                      
| |  | Term              |  | August 1, 2002 to August 1, 2003
(Sterling Newspapers Ltd.)                                                                                                                                                                                                          





---



##### Table of Contents



| |  |                   |  |                                                                                                                                                                                              
| |  | ----------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Insurance Company |  | Co-Operators General Insurance Company                                                                                                                                                       
| |  |                   |  |                                                                                                                                                                                              
| |  | Coverage          |  | Automobile Liability                                                                                                                                                                         
| |  |                   |  |                                                                                                                                                                                              
| |  | Limit(s)          |  | Inclusive each accident          $1,000,000                                                                                                                                                  
| |  |                   |  |                                                                                                                                                                                              
| |  | Policy No         |  | 3191543                                                                                                                                                                                      
| |  |                   |  |                                                                                                                                                                                              
| |  | Term              |  | July 31, 2002 to July 31, 2003
(Sterling Newspapers Ltd.)                                                                                                                                    
| |  |                   |  |                                                                                                                                                                                              
| |  |                   |  |                                                                                                                                                                                              
| |  | Insurance Company |  | Co-operators General Insurance Company                                                                                                                                                       
| |  |                   |  |                                                                                                                                                                                              
| |  | Coverage          |  | Automobile Liability                                                                                                                                                                         
| |  |                   |  |                                                                                                                                                                                              
| |  | Limit(s)          |  | Inclusive each accident          $1,000,000                                                                                                                                                  
| |  |                   |  |                                                                                                                                                                                              
| |  | Policy No         |  | 9255421                                                                                                                                                                                      
| |  |                   |  |                                                                                                                                                                                              
| |  | Term              |  | February 14, 2002 to February 14, 2003
(Sterling Newspapers Ltd.)                                                                                                                            
| |  |                   |  |                                                                                                                                                                                              
| |  |                   |  |                                                                                                                                                                                              
| |  | Insurance Company |  | Royal Insurance Company                                                                                                                                                                      
| |  |                   |  |                                                                                                                                                                                              
| |  | Coverage          |  | Automobile Liability                                                                                                                                                                         
| |  |                   |  |                                                                                                                                                                                              
| |  | Limit(s)          |  | Inclusive each accident          $2,000,000                                                                                                                                                  
| |  |                   |  |                                                                                                                                                                                              
| |  | Policy No         |  | 50047846A                                                                                                                                                                                    
| |  |                   |  |                                                                                                                                                                                              
| |  | Term              |  | November 20, 2001 to November 20, 2002
(Sterling Newspapers Ltd.)                                                                                                                            
| |  |                   |  |                                                                                                                                                                                              
| |  |                   |  |                                                                                                                                                                                              
| |  | Insurance Company |  | Insurance Corporation of British Columbia                                                                                                                                                    
| |  |                   |  |                                                                                                                                                                                              
| |  | Coverage          |  | Automobile Liability                                                                                                                                                                         
| |  |                   |  |                                                                                                                                                                                              
| |  | Limit(s)          |  | Inclusive each occurrence          $2,000,000                                                                                                                                                
| |  |                   |  |                                                                                                                                                                                              
| |  | Policy No         |  | ICBC uses the vehicle licence plate as the policy
number. At the time of renewal the following policy
numbers were in effect: 1814XB, 2700YB, 6362XF,
92013V, BLK587, BLK589, BLK590, BLK594,



---



##### Table of Contents



| |  | Policy No         |  | BLK595,
CMD904, CMD905, DRV684, 0545XC, 5138DS, 5139DS,
9412DW, 9496BA.     
| |  | ----------------- |  | ----------------------------------------------------------------------------
| |  |                   |  |                                                                             
| |  | Term              |  | July 26, 2001 to July 26, 2002
(Western Dominion Investment Company Limited)
| |  |                   |  |                                                                             
| |  | Insurance Company |  | Menora Insurance Company Limited                                            
| |  |                   |  |                                                                             
| |  | Coverage          |  | Automobile Liability                                                        
| |  |                   |  |                                                                             
| |  | Limit(s)          |  | NIS 500,000.00          (US$ 103,864.00)                                    

| |  |           |  |                                                                                      |  |                  
| |  | --------- |  | ------------------------------------------------------------------------------------ |  | -----------------
| |  | Policy No |  | 06-03-397178-03-5                                                                    |  | 06-33-379749-03-4
| |  |           |  | 06-33-391724-03-6                                                                    |  | 06-33-381212-03-1
| |  |           |  | 06-33-391725-03-3                                                                    |  | 06-33-372338-03-4
| |  |           |  | 06-33-370747-03-0                                                                    |  | 06-33-386686-03-9
|
| |  | Term      |  | December 31, 2001 to December 31, 2002
(Jerusalem Post Ltd. and Palestine Post Ltd.)



| |  |                   |  |                                                                                      |  |                  
| |  | ----------------- |  | ------------------------------------------------------------------------------------ |  | -----------------
| |  | Insurance Company |  | Menora Insurance Company Limited                                                    
|
| |  | Coverage          |  | Automobile Liability                                                                
|
| |  | Limit(s)          |  | NIS 281,251.00          (US$58,424.00)                                              
|
| |  | Policy No         |  | 06-34-343656-03-4                                                                    |  | 06-34-344464-04-3
| |  |                   |  | 06-34-343654-03-0                                                                    |  | 06-34-344208-03-6
| |  |                   |  | 06-34-343653-03-3                                                                    |  | 06-34-344088-03-8
|
| |  | Term              |  | December 31, 2001 to December 31, 2002
(Jerusalem Post Ltd. and Palestine Post Ltd.)



---



##### Table of Contents



| |  |                   |  |                                                                 
| |  | ----------------- |  | ----------------------------------------------------------------
| |  | Insurance Company |  | Liberty Mutual Insurance Company                                
|
| |  | Coverage          |  | Automobile Liability                                            
|
| |  | Limit(s)          |  | Inclusive each occurrence          US$1,000,000                 
|
| |  | Policy No         |  | AS2-41-004697-002                                               
|
| |  | Term              |  | January 1, 2002 to January 1, 2003
(The Sun-Times Company)      
|
|
| |  | Insurance Company |  | Liberty Mutual Insurance Company                                
|
| |  | Coverage          |  | Automobile Liability                                            
|
| |  | Limit(s)          |  | Inclusive each occurrence          US$1,000,000                 
|
| |  | Policy No         |  | AS2-641-004230-021                                              
|
| |  | Term              |  | January 1, 2002 to January 1, 2003
(American Publishing Company)
|
|
| |  | Insurance Company |  | Zurich North America/Canada                                     
|
| |  | Coverage          |  | Automobile Liability                                            
|
| |  | Limit(s)          |  | Inclusive each occurrence          $1,000,000                   
|
| |  | Policy No         |  | AF9995264                                                       
|
| |  | Term              |  | July 1, 2002 to July 1, 2003 (Hollinger Inc.)                   
|
|
| |  | Insurance Company |  | Liberty Mutual                                                  
|
| |  | Coverage          |  | Employers Liability                                             
|
| |  | Limit(s)          |  | Each occurrence/employee/policy          US$1,000,000           
| |  |                   |  |                                                                 
| |  | Policy No         |  | 40052333                                                        
| |  |                   |  |                                                                 
| |  | Term              |  | January 1, 2002 to January 1, 2003 (Sun-Times Company)          



---



##### Table of Contents



| |  |                   |  |                                                                              
| |  | ----------------- |  | -----------------------------------------------------------------------------
| |  | Policy Term       |  | July 1, 2002 to July 1, 2003                                                 
| |  |                   |  |                                                                              
| |  | Insurance Company |  | Liberty Mutual                                                               
| |  |                   |  |                                                                              
| |  | Coverage          |  | Employers Liability                                                          
| |  |                   |  |                                                                              
| |  | Limit(s)          |  | Each occurrence/employee/policy          US$1,000,000                        
| |  |                   |  |                                                                              
| |  | Policy No         |  | WC2-641-004230-011                                                           
| |  |                   |  |                                                                              
| |  | Term              |  | January 1, 2002 to January 1, 2003 (American Publishing Co.)                 
| |  |                   |  |                                                                              
| |  |                   |  |                                                                              
| |  | Insurance Company |  | Menora Insurance Company                                                     
| |  |                   |  |                                                                              
| |  | Coverage          |  | Employers Liability                                                          
| |  |                   |  |                                                                              
| |  | Limit(s)          |  | Each occurrence/employee/policy          US$5,000,000                        
| |  |                   |  |                                                                              
| |  | Policy No         |  | 06-04-001138-00-00                                                           
| |  |                   |  |                                                                              
| |  | Term              |  | March 31, 2002 to March 31, 2003 (Jerusalem Post/Palestine Post Publications)
| |  |                   |  |                                                                              
| |  |                   |  |                                                                              
| |  | Insurance Company |  | Royal & SunAlliance                                                          
| |  |                   |  |                                                                              
| |  | Coverage          |  | Employers Liability                                                          
| |  |                   |  |                                                                              
| |  | Limit(s)          |  | Each
occurrence/employee/policy          £10,000,000                         
| |  |                   |  |                                                                              
| |  | Policy No         |  | SMRKJ852084                                                                  
| |  |                   |  |                                                                              
| |  | Term              |  | July 1, 2002 to July 1, 2003 (Telegraph Group & West Ferry Printers Ltd.)    
| |  |                   |  |                                                                              
| |  |                   |  |                                                                              
| |  | Insurance Company |  | Chubb Insurance Company                                                      
| |  |                   |  |                                                                              
| |  | Coverage          |  | Watercraft Liability (Muskoka Lakes)                                         
| |  |                   |  |                                                                              
| |  | Limit(s)          |  | $2,000,000                                                                   
| |  |                   |  |                                                                              
| |  | Policy No         |  | 30100531                                                                     
| |  |                   |  |                                                                              
| |  | Term              |  | July 1, 2002 to July 1, 2003 (The Ravelston Corporation)                     



---



##### Table of Contents



| |  |                                                        |  |                                                        
| |  | ------------------------------------------------------ |  | -------------------------------------------------------
| |  | Insurance Company                                      |  | Chubb Insurance Company of Canada                      
| |  |                                                       
| |  | Coverage                                               |  | Watercraft Liability                                   
| |  |                                                       
| |  | Limit(s)                                               |  | Each occurrence          $1,000,000                    
| |  |                                                       
| |  | Policy No.                                             |  | 7617848                                                
| |  |                                                       
| |  | Term                                                   |  | December 14, 2001 to December 14, 2002 (Hollinger Inc.)
| |  |                                                       
| |  |                                                       
| |  | Insurance Company                                      |  | Chubb Insurance Company of Canada                      
| |  |                                                       
| |  | Coverage                                               |  | Watercraft Liability                                   
| |  |                                                       
| |  | Limit(s)                                               |  | Each occurrence          $1,000,000                    
| |  |                                                       
| |  | Policy No.                                             |  | 7617847                                                
| |  |                                                       
| |  | Term                                                   |  | December 14, 200 to December 14, 2002 (Hollinger Inc.) 
| |  |                                                       
| |  |                                                       
| |  | Insurance Company                                      |  | CGU Insurance Company                                  
| |  |                                                       
| |  | Coverage                                               |  | Watercraft Liability                                   
| |  |                                                       
| |  | Limit(s)                                               |  | Each occurrence          $1,000,000                    
| |  |                                                       
| |  | Policy No.                                             |  | PY32256                                                
| |  |                                                       
| |  | Term                                                   |  | November 25, 2001 to November 25, 2002                 
| |  |                                                       
| |  |                                                       
| |  | Defence Costs over and above the Limit(s) of Insurance

| |  |                                   |  |             
| |  | --------------------------------- |  | ------------
| |  | Retention                         |  |             
| |  |                                   |  |             
| |  | Any one occurrence                |  | Nil         
| |  |                                  
| |  | With respect to Multimedia        |  | US$2,800,000
| |  |                                  
| |  |                                   |  |             
| |  | Principal Endorsements/Extensions |  |             
| |  |                                   |  |             
| |  | Liberalization Clause             |  |             
| |  |                                   |  |             
| |  | Currency Clause                   |  |             



---



##### Table of Contents



| |  |                                                                                                                                                                  |  | 
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| |  | Principal Exclusions/Restricting Terms                                                                                                                          
| |  |                                                                                                                                                                 
| |  | Directors and Officers Errors & Omissions                                                                                                                       
| |  |                                                                                                                                                                 
| |  | Pollution  Sudden & Accidental, 15 days Detection & Reporting, IBC 2313 form                                                                                   
| |  |                                                                                                                                                                 
| |  | 60 day Reporting Requirement with respect to specific types of losses under
Multimedia Professional Liability                                                   
| |  |                                                                                                                                                                 
| |  | Asbestos                                                                                                                                                        
| |  |                                                                                                                                                                 
| |  | Liability arising out of any breach of Employee Retirement Income Security Act
(ERISA)                                                                          
| |  |                                                                                                                                                                 
| |  | Personal Property                                                                                                                                               
| |  |                                                                                                                                                                 
| |  | Insolvency Clause                                                                                                                                               
| |  |                                                                                                                                                                 
| |  | Employment related practices                                                                                                                                    
| |  |                                                                                                                                                                 
| |  | Professional Liability Exclusion, except for Multimedia Communications
Liability hazards for which coverage is afforded under the scheduled
underlying insurance
| |  |                                                                                                                                                                 
| |  | Nuclear Energy Liability                                                                                                                                        
| |  |                                                                                                                                                                 
| |  | Maintenance of Underlying Insurance                                                                                                                             
| |  |                                                                                                                                                                 
| |  | Non-business Activities Exclusion                                                                                                                               
| |  |                                                                                                                                                                 
| |  | Non-concurrency Endorsement                                                                                                                                     
| |  |                                                                                                                                                                 
| |  | Terrorism                                                                                                                                                       
| |  |                                                                                                                                                                 
| |  | Territorial Limits                                                                                                                                              
| |  |                                                                                                                                                                 
| |  | Worldwide                                                                                                                                                       
| |  |                                                                                                                                                                 
| |  | Cancellation                                                                                                                                                    
| |  |                                                                                                                                                                 
| |  | 90 Days Notice of Cancellation except for non-payment of premium and
statutory conditions shall govern.                                                         



---



##### Table of Contents



3.  First Excess Umbrella

|              |  |                                                                                                                                                                                                                                                           
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Named Insured |  | The Ravelston Corporation Limited, Hollinger Inc., and
Hollinger International Inc. et al
and all subsidiary companies over which the named insured
exercises financial or management control, that existed, may
now exist or may hereafter be constituted
|              |  |                                                                                                                                                                                                                                                           
|Insurer       |  | Chubb Insurance                                                                                                                                                                                                                                           
|              |  |                                                                                                                                                                                                                                                           
|Policy Number |  | 93630803                                                                                                                                                                                                                                                  
|              |  |                                                                                                                                                                                                                                                           
|Policy Term   |  | July 1, 2002 to July 1, 2003                                                                                                                                                                                                                              
|              |  |                                                                                                                                                                                                                                                           
|              |  | Policy Form                                                                                                                                                                                                                                               
|              |  |                                                                                                                                                                                                                                                           
|              |  | As agreed to and as per Insurer(s) policy wording(s) on a Follow Form
basis:                                                                                                                                                                              
|              |  |                                                                                                                                                                                                                                                           
|              |  | Follow Form Coverages:                                                                                                                                                                                                                                    
|              |  |                                                                                                                                                                                                                                                           
|              |  | Named Insured                                                                                                                                                                                                                                             
|              |  |                                                                                                                                                                                                                                                           
|              |  | Automobile                                                                                                                                                                                                                                                
|              |  |                                                                                                                                                                                                                                                           
|              |  | Contractual                                                                                                                                                                                                                                               
|              |  |                                                                                                                                                                                                                                                           
|              |  | Employee Benefits Liability                                                                                                                                                                                                                               
|              |  |                                                                                                                                                                                                                                                           
|              |  | Incidental Medical Malpractice                                                                                                                                                                                                                            
|              |  |                                                                                                                                                                                                                                                           
|              |  | Professional Liability                                                                                                                                                                                                                                    
|              |  |                                                                                                                                                                                                                                                           
|              |  | Punitive Damages                                                                                                                                                                                                                                          
|              |  |                                                                                                                                                                                                                                                           
|              |  | Real Property in Care, Custody and Control                                                                                                                                                                                                                
|              |  |                                                                                                                                                                                                                                                           
|              |  | Aircraft                                                                                                                                                                                                                                                  
|              |  |                                                                                                                                                                                                                                                           
|              |  | Multimedia Professional Liability                                                                                                                                                                                                                         
|              |  |                                                                                                                                                                                                                                                           
|              |  | Currency Clause                                                                                                                                                                                                                                           
|              |  |                                                                                                                                                                                                                                                           
|              |  | Coverage                                                                                                                                                                                                                                                  
|              |  |                                                                                                                                                                                                                                                           
|              |  | Provides catastrophe cover excess of the liability limits under the
General Liability, Media Liability, Automobile Liability, Watercraft Liability,
and Employers Liability policies                                                                      
|              |  |                                                                                                                                                                                                                                                           
|              |  | Limit of Liability                                                                                                                                                                                                                                        

| |  |                                                  |                            |             
| |  | ------------------------------------------------ | -------------------------- | ------------
| |  |                                                  |                            |             
| |  | Bodily Injury & Property Damage, each occurrence |                            | C$25,000,000
| |  |                                                 
| |  | Annual Aggregate                                 | As per underlying policies
| |  |                                                 
| |  |                                                  |                            |             
| |  | Excess of Underlying Coverages and Limits       



---



##### Table of Contents



| |  |                                                        |  |                                      
| |  | ------------------------------------------------------ |  | -------------------------------------
| |  | Insurance Company                                      |  | Liberty Mutual Insurance Company     
| |  |                                                        |  |                                      
| |  | Coverage                                               |  | Primary Umbrella Liability           
| |  |                                                        |  |                                      
| |  | Limit(s)                                               |  | $25,000,000 excess of various primary
| |  |                                                        |  |                                      
| |  | Policy No                                              |  | LQ1-B71-070002-062                   
| |  |                                                        |  |                                      
| |  | Policy Term                                            |  | July 1, 2002 to July 1, 2003         
| |  |                                                        |  |                                      
| |  |                                                        |  |                                      
| |  | Defence Costs over and above the Limit(s) of Insurance

| |  |                    |  |    
| |  | ------------------ |  | ---
| |  |                    |  |    
| |  | Retention         
| |  |                    |  |    
| |  | Any one occurrence |  | Nil
| |  |                   

| |  |                                                                                                                                                                 
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Principal Exclusions/Restricting Terms                                                                                                                          
| |  |                                                                                                                                                                 
| |  | Professional Liability Exclusion, except for Multimedia Communications
Liability hazards for which coverage is afforded under the scheduled
underlying insurance
| |  |                                                                                                                                                                 
| |  | Pollution  Sudden & Accidental, 15 days Detection and Reporting, IBC 2313
Form                                                                                 
| |  |                                                                                                                                                                 
| |  | Nuclear Energy Liability                                                                                                                                        
| |  |                                                                                                                                                                 
| |  | Maintenance of Underlying Insurance                                                                                                                             
| |  |                                                                                                                                                                 
| |  | Asbestos                                                                                                                                                        
| |  |                                                                                                                                                                 
| |  | ERISA                                                                                                                                                           
| |  |                                                                                                                                                                 
| |  | War & Terrorism                                                                                                                                                 
| |  |                                                                                                                                                                 
| |  | Currency Clause                                                                                                                                                 
| |  |                                                                                                                                                                 
| |  | All limits, premiums and deductibles are expressed in Canadian currency                                                                                         
| |  |                                                                                                                                                                 
| |  | Territorial Limits                                                                                                                                              
| |  |                                                                                                                                                                 
| |  | Worldwide                                                                                                                                                       
| |  |                                                                                                                                                                 
| |  | Cancellation                                                                                                                                                    
| |  |                                                                                                                                                                 
| |  | 90 Days Notice of Cancellation except for non-payment of premium and
statutory conditions shall govern                                                          



---



##### Table of Contents



4.  Second Excess Umbrella

|              |  |                                                                                                                                                                                                                                                           
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Named Insured |  | The Ravelston Corporation Limited, Hollinger Inc., and
Hollinger International Inc. et al
and all subsidiary companies over which the named insured
exercises financial or management control, that existed, may
now exist or may hereafter be constituted
|              |  |                                                                                                                                                                                                                                                           
|Insurer       |  | Allianz Insurance Company                                                                                                                                                                                                                                 
|              |  |                                                                                                                                                                                                                                                           
|Policy Number |  | XXK 0009 6883020                                                                                                                                                                                                                                          
|              |  |                                                                                                                                                                                                                                                           
|Policy Term   |  | July 1, 2002 to July 1, 2003                                                                                                                                                                                                                              
|              |  |                                                                                                                                                                                                                                                           
|              |  | Policy Form                                                                                                                                                                                                                                               
|              |  |                                                                                                                                                                                                                                                           
|              |  | As agreed with and as per policy to be issued by Insurer(s) including
Follow Form Basis                                                                                                                                                                   
|              |  |                                                                                                                                                                                                                                                           
|              |  | Coverage                                                                                                                                                                                                                                                  
|              |  |                                                                                                                                                                                                                                                           
|              |  | Provides catastrophe cover excess of the liability limits under the
General Liability, Media Liability, Automobile Liability, Watercraft Liability,
and Employers Liability policies                                                                      
|              |  |                                                                                                                                                                                                                                                           
|              |  | Limit of Liability                                                                                                                                                                                                                                        

| |  |                                                  |  |                           
| |  | ------------------------------------------------ |  | --------------------------
| |  |                                                  |  |                           
| |  | Bodily Injury & Property Damage, each occurrence |  | C$50,000,000              
| |  |                                                 
| |  | Annual Aggregate                                 |  | As per underlying policies
| |  |                                                 

| |  |                                           |  |                                         
| |  | ----------------------------------------- |  | ----------------------------------------
| |  | Excess of Underlying Coverages and Limits
| |  |                                           |  |                                         
| |  | Insurance Company                         |  | Chubb Insurance Company                 
| |  |                                           |  |                                         
| |  | Coverage                                  |  | First Excess Liability                  
| |  |                                           |  |                                         
| |  | Limit(s)                                  |  | $25,000,000                             
| |  |                                           |  |                                         
| |  | Policy No                                 |  | 93630803                                
| |  |                                           |  |                                         
| |  | Policy Term                               |  | July 1, 2002 to July 1, 2003            
| |  |                                           |  |                                         
| |  |                                           |  |                                         
| |  | Insurance Company                         |  | Liberty International                   
| |  |                                           |  |                                         
| |  | Coverage                                  |  | Primary Umbrella Liability              
| |  |                                           |  |                                         
| |  | Limit(s)                                  |  | $25,000,000 in excess of various primary
| |  |                                           |  |                                         
| |  | Policy No                                 |  | LQ1-B71-070002-062                      
| |  |                                           |  |                                         



---



##### Table of Contents



| |  |                                                        |  |                            
| |  | ------------------------------------------------------ |  | ---------------------------
| |  | Policy Term                                            |  | July 1,2002 to July
1, 2003
| |  |                                                        |  |                            
| |  | Defence Costs over and above the Limit(s) of Insurance
| |  |                                                        |  |                            
| |  | Retention                                             
| |  |                                                        |  |                            
| |  | Any one occurrence                                     |  | Nil                        
| |  |                                                       

| |  |                                                                                                        |  |                                                                                                                                                                 
| |  | ------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Principal Exclusions/Restricting Terms                                                                
| |  |                                                                                                       
| |  |                                                                                                       |  | Professional Liability Exclusion, except for
Multimedia Communications Liability hazards for which
coverage is afforded under the scheduled underlying
insurance
| |  |                                                                                                       
| |  |                                                                                                       |  | Pollution  Sudden & Accidental, 5 days Detection and
Reporting, IBC 2313 Form                                                                                  
| |  |                                                                                                       
| |  |                                                                                                       |  | Maintenance of Underlying Insurance                                                                                                                             
| |  |                                                                                                       
| |  |                                                                                                       |  | Asbestos                                                                                                                                                        
| |  |                                                                                                       
| |  |                                                                                                       |  | Nuclear Liability                                                                                                                                               
| |  |                                                                                                       
| |  |                                                                                                       |  | ERISA                                                                                                                                                           
| |  |                                                                                                       
| |  | Currency Clause                                                                                       
| |  |                                                                                                       
| |  | All limits, premiums and deductibles are expressed in Canadian currency                               
| |  |                                                                                                       
| |  | Territorial Limits                                                                                    
| |  |                                                                                                       
| |  | Worldwide                                                                                             
| |  |                                                                                                       
| |  | Cancellation                                                                                          
| |  |                                                                                                       
| |  | 90 Days Notice of Cancellation except for non-payment of premium and
statutory conditions shall govern



---



##### Table of Contents



5.  Third Excess Umbrella

|              |  |                                                                                                                                                                                                                                                           
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Named Insured |  | The Ravelston Corporation Limited, Hollinger Inc., and
Hollinger International Inc. et al
and all subsidiary companies over which the named insured
exercises financial or management control, that existed, may
now exist or may hereafter be constituted
|              |  |                                                                                                                                                                                                                                                           
|Insurer       |  | ACE INA                                                                                                                                                                                                                                                   
|              |  |                                                                                                                                                                                                                                                           
|Policy Number |  | XCP 397172                                                                                                                                                                                                                                                
|              |  |                                                                                                                                                                                                                                                           
|Policy Term   |  | July 1, 2002 to July 1, 2003                                                                                                                                                                                                                              
|              |  |                                                                                                                                                                                                                                                           
|              |  | Policy Form                                                                                                                                                                                                                                               
|              |  |                                                                                                                                                                                                                                                           
|              |  | As agreed to and as per Insurer(s) policy wording(s) on a Follow Form
basis:                                                                                                                                                                              
|              |  |                                                                                                                                                                                                                                                           
|              |  | Follow Form Coverages:                                                                                                                                                                                                                                    

| |  |                                                                                                                                                                                      |  |                                           
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------
| |  |                                                                                                                                                                                     |  | Named Insured                             
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Automobile                                
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Contractual                               
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Employee Benefits Liability               
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Incidental Medical Malpractice            
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Professional Liability                    
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Punitive Damages                          
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Real Property in Care, Custody and Control
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Aircraft                                  
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Multimedia Professional Liability         
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Currency Clause                           
| |  |                                                                                                                                                                                      |  |                                           
| |  | Coverage                                                                                                                                                                            
| |  |                                                                                                                                                                                      |  |                                           
| |  | Provides catastrophe cover excess of the liability limits under the
General Liability, Media Liability, Automobile Liability, Watercraft Liability,
and Employers Liability policies
| |  |                                                                                                                                                                                      |  |                                           
| |  | Limit of Liability                                                                                                                                                                  

| |  |                                                 |  |                           
| |  | ----------------------------------------------- |  | --------------------------
| |  |                                                 |  |                           
| |  | Excess of Primaries, each occurrence (combined) |  | C$25,000,000              
| |  |                                                
| |  | Annual Aggregate                                |  | As per underlying policies
| |  |                                                



---



##### Table of Contents



| |  |                                           |  |                             
| |  | ----------------------------------------- |  | ----------------------------
| |  | Excess of Underlying Coverages and Limits
| |  |                                          
| |  | Insurance Company                         |  | Allianz Insurance Company   
| |  |                                          
| |  | Coverage                                  |  | Second Excess Liability     
| |  |                                          
| |  | Limit(s)                                  |  | $50,000,000                 
| |  |                                          
| |  | Policy No.                                |  | XXK 0009 6883020            
| |  |                                          
| |  | Policy Term                               |  | July 1, 2002 to July 1, 2003
| |  |                                          
| |  |                                          
| |  | Insurance Company                         |  | Chubb Insurance Company     
| |  |                                          
| |  | Coverage                                  |  | First Excess Liability      
| |  |                                          
| |  | Limit(s)                                  |  | $25,000,000                 
| |  |                                          
| |  | Policy No.                                |  | 93630803                    
| |  |                                          
| |  | Policy Term                               |  | July 1, 2002 to July 1, 2003
| |  |                                          
| |  |                                          
| |  | Insurance Company                         |  | Liberty International       
| |  |                                          
| |  | Coverage                                  |  | Primary Umbrella Liability  
| |  |                                          
| |  | Limit(s)                                  |  | $25,000,000                 
| |  |                                          
| |  | Policy No.                                |  | LQ1-B71-070002-062          
| |  |                                          
| |  | Policy Term                               |  | July 1, 2002 to July 1, 2003
| |  |                                          

| |  |                                                        |  |    
| |  | ------------------------------------------------------ |  | ---
| |  | Defence Costs over and above the Limit(s) of Insurance
| |  |                                                        |  |    
| |  | Retention                                             
| |  |                                                        |  |    
| |  | Any one occurrence                                     |  | Nil
| |  |                                                       

| |  |                                        |  |                                                                                                                                                                 
| |  | -------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Principal Exclusions/Restricting Terms
| |  |                                       
| |  |                                       |  | Professional Liability Exclusion, except for Multimedia Communications Liability hazards for which coverage
is afforded under the scheduled underlying insurance



---



##### Table of Contents



| |  |                                                                                                        |  |                                                                             
| |  | ------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------
| |  |                                                                                                       |  | Pollution  Sudden & Accidental, 5 days Detection & Reporting,
IBC 2313 Form
| |  |                                                                                                       
| |  |                                                                                                       |  | Nuclear                                                                     
| |  |                                                                                                       
| |  |                                                                                                       |  | Asbestos                                                                    
| |  |                                                                                                       
| |  |                                                                                                       |  | War & Terrorism                                                             
| |  |                                                                                                       
| |  | Currency Clause                                                                                       
| |  |                                                                                                       
| |  | All limits, premiums and deductibles are expressed in Canadian currency                               
| |  |                                                                                                       
| |  | Territorial Limits                                                                                    
| |  |                                                                                                       
| |  | Worldwide                                                                                             
| |  |                                                                                                       
| |  | Cancellation                                                                                          
| |  |                                                                                                       
| |  | 90 Days Notice of Cancellation except for non-payment of premium and
statutory conditions shall govern





---



##### Table of Contents



6.  Fourth Excess Umbrella

|              |  |                                                                                                                                                                                                                                                           
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Named Insured |  | The Ravelston Corporation Limited, Hollinger Inc., and
Hollinger International Inc. et al
and all subsidiary companies over which the named insured
exercises financial or management control, that existed, may
now exist or may hereafter be constituted
|              |  |                                                                                                                                                                                                                                                           
|Insurer       |  | Chubb Insurance Company of Canada                                                                                                                                                                                                                         
|              |  |                                                                                                                                                                                                                                                           
|Policy Number |  | 7974 75 51                                                                                                                                                                                                                                                
|              |  |                                                                                                                                                                                                                                                           
|Policy Term   |  | July 1, 2002 to July 1, 2003                                                                                                                                                                                                                              
|              |  |                                                                                                                                                                                                                                                           
|              |  | Policy Form                                                                                                                                                                                                                                               
|              |  |                                                                                                                                                                                                                                                           
|              |  | As agreed to and as per Insurer(s) policy wording(s) on a Follow Form
basis:                                                                                                                                                                              
|              |  |                                                                                                                                                                                                                                                           
|              |  | Follow Form Coverages:                                                                                                                                                                                                                                    

| |  |                                                                                                                                                                                      |  |                                           
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Named Insured                             
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Automobile                                
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Contractual                               
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Employee Benefits Liability               
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Incidental Medical Malpractice            
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Professional Liability                    
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Punitive Damages                          
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Real Property in Care, Custody and Control
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Aircraft                                  
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Multimedia Professional Liability         
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Currency Clause                           
| |  |                                                                                                                                                                                      |  |                                           
| |  | Coverage                                                                                                                                                                            
| |  |                                                                                                                                                                                      |  |                                           
| |  | Provides catastrophe cover excess of the liability limits under the
General Liability, Media Liability, Automobile Liability, Watercraft Liability,
and Employers Liability policies

| |  |                                                 |  |                           
| |  | ----------------------------------------------- |  | --------------------------
| |  |                                                 |  |                           
| |  | Limit of Liability                             
| |  |                                                 |  |                           
| |  | Excess of Primaries, each occurrence (combined) |  | C$35,000,000              
| |  |                                                
| |  | Annual Aggregate                                |  | As per underlying policies
| |  |                                                



---



##### Table of Contents



| |  |                                           |  |                             
| |  | ----------------------------------------- |  | ----------------------------
| |  | Excess of Underlying Coverages and Limits
| |  |                                           |  |                             
| |  |                                           |  |                             
| |  | Insurance Company                         |  | ACE INA Insurance           
| |  |                                           |  |                             
| |  | Coverage                                  |  | Third Excess Liability      
| |  |                                           |  |                             
| |  | Limit(s)                                  |  | $25,000,000                 
| |  |                                           |  |                             
| |  | Policy No                                 |  | XCP397172                   
| |  |                                           |  |                             
| |  | Policy Term                               |  | July 1, 2002 to July 1, 2003
| |  |                                           |  |                             
| |  |                                           |  |                             
| |  | Insurance Company                         |  | Allianz Insurance Company   
| |  |                                           |  |                             
| |  | Coverage                                  |  | Second Excess Liability     
| |  |                                           |  |                             
| |  | Limit(s)                                  |  | $50,000,000                 
| |  |                                           |  |                             
| |  | Policy No                                 |  | XXK 0009 6883020            
| |  |                                           |  |                             
| |  | Policy Term                               |  | July 1, 2002 to July 1, 2003
| |  |                                           |  |                             
| |  |                                           |  |                             
| |  | Insurance Company                         |  | Chubb Insurance Company     
| |  |                                           |  |                             
| |  | Coverage                                  |  | First Excess Liability      
| |  |                                           |  |                             
| |  | Limit(s)                                  |  | $25,000,000                 
| |  |                                           |  |                             
| |  | Policy No                                 |  | 93630803                    
| |  |                                           |  |                             
| |  | Policy Term                               |  | July 1, 2002 to July 1, 2003
| |  |                                           |  |                             
| |  |                                           |  |                             
| |  | Insurance Company                         |  | Liberty International       
| |  |                                           |  |                             
| |  | Coverage                                  |  | Primary Umbrella Liability  
| |  |                                           |  |                             
| |  | Limit(s)                                  |  | $25,000,000                 
| |  |                                           |  |                             
| |  | Policy No                                 |  | LQ1-B71-070002-062          
| |  |                                           |  |                             
| |  | Policy Term                               |  | July 1, 2002 to July 1, 2003



---



##### Table of Contents



| |  |                                                        |  |    
| |  | ------------------------------------------------------ |  | ---
| |  | Defence Costs over and above the Limit(s) of Insurance
| |  |                                                        |  |    
| |  | Retention                                             
| |  |                                                        |  |    
| |  | Any one occurrence                                     |  | Nil
| |  |                                                       
| |  | Principal Exclusions/Restricting Terms                

| |  |                                                                                                        |  |                                                                                                                                                                 
| |  | ------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                       
| |  |                                                                                                       |  | Professional Liability Exclusion, except for Multimedia Communications Liability hazards for which coverage
is afforded under the scheduled underlying insurance
| |  |                                                                                                       
| |  |                                                                                                       |  | Pollution  Sudden & Accidental, 5 days Detection & Reporting,
IBC 2313 Form                                                                                    
| |  |                                                                                                       
| |  |                                                                                                       |  | Nuclear                                                                                                                                                         
| |  |                                                                                                       
| |  |                                                                                                       |  | Asbestos                                                                                                                                                        
| |  |                                                                                                       
| |  |                                                                                                       |  | War & Terrorism                                                                                                                                                 
| |  |                                                                                                       
| |  | Currency Clause                                                                                       
| |  |                                                                                                       
| |  | All limits, premiums and deductibles are expressed in Canadian currency                               
| |  |                                                                                                       
| |  | Territorial Limits                                                                                    
| |  |                                                                                                       
| |  | Worldwide                                                                                             
| |  |                                                                                                       
| |  | Cancellation                                                                                          
| |  |                                                                                                       
| |  | 90 Days Notice of Cancellation except for non-payment of premium and
statutory conditions shall govern



---



##### Table of Contents



7.  Fifth Excess Umbrella

|              |  |                                                                                                                                                                                                                                                           
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |  |                                                                                                                                                                                                                                                           
|Named Insured |  | The Ravelston Corporation Limited, Hollinger Inc., and
Hollinger International Inc. et al
and all subsidiary companies over which the named insured
exercises financial or management control, that existed, may
now exist or may hereafter be constituted
|              |  |                                                                                                                                                                                                                                                           
|Insurer       |  | ACE INA                                                                                                                                                                                                                                                   
|              |  |                                                                                                                                                                                                                                                           
|Policy Number |  | ET52843                                                                                                                                                                                                                                                   
|              |  |                                                                                                                                                                                                                                                           
|Policy Term   |  | July 1, 2002 to July 1, 2003                                                                                                                                                                                                                              
|              |  |                                                                                                                                                                                                                                                           
|              |  | Policy Form                                                                                                                                                                                                                                               
|              |  |                                                                                                                                                                                                                                                           
|              |  | As agreed to and as per Insurer(s) policy wording(s) on a Follow Form
basis:                                                                                                                                                                              
|              |  |                                                                                                                                                                                                                                                           
|              |  | Follow Form Coverages:                                                                                                                                                                                                                                    

| |  |                                                                                                                                                                                      |  |                                           
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Named Insured                             
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Automobile                                
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Contractual                               
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Employee Benefits Liability               
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Incidental Medical Malpractice            
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Professional Liability                    
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Punitive Damages                          
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Real Property in Care, Custody and Control
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Aircraft                                  
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Multimedia Professional Liability         
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Currency Clause                           
| |  |                                                                                                                                                                                      |  |                                           
| |  | Coverage                                                                                                                                                                            
| |  |                                                                                                                                                                                      |  |                                           
| |  | Provides catastrophe cover excess of the liability limits under the
General Liability, Media Liability, Automobile Liability, Watercraft Liability,
and Employers Liability policies

| |  |                                                 |  |                           
| |  | ----------------------------------------------- |  | --------------------------
| |  |                                                 |  |                           
| |  | Limit of Liability                             
| |  |                                                 |  |                           
| |  | Excess of Primaries, each occurrence (combined) |  | C$25,000,000              
| |  |                                                
| |  | Annual Aggregate                                |  | As per underlying policies
| |  |                                                



---



##### Table of Contents



| |  |                                           |  |                             
| |  | ----------------------------------------- |  | ----------------------------
| |  | Excess of Underlying Coverages and Limits
| |  |                                           |  |                             
| |  | Insurance Company                         |  | Chubb Insurance             
| |  |                                           |  |                             
| |  | Coverage                                  |  | Fourth Excess Liability     
| |  |                                           |  |                             
| |  | Limit(s)                                  |  | $35,000,000                 
| |  |                                           |  |                             
| |  | Policy No                                 |  | 7974 75 51                  
| |  |                                           |  |                             
| |  | Policy Term                               |  | July 1, 2002 to July 1, 2003
| |  |                                           |  |                             
| |  |                                           |  |                             
| |  | Insurance Company                         |  | ACE INA Insurance           
| |  |                                           |  |                             
| |  | Coverage                                  |  | Third Excess Liability      
| |  |                                           |  |                             
| |  | Limit(s)                                  |  | $25,000,000                 
| |  |                                           |  |                             
| |  | Policy No                                 |  | XCP397172                   
| |  |                                           |  |                             
| |  | Policy Term                               |  | July 1, 2002 to July 1, 2003
| |  |                                           |  |                             
| |  |                                           |  |                             
| |  | Insurance Company                         |  | Allianz Insurance Company   
| |  |                                           |  |                             
| |  | Coverage                                  |  | Second Excess Liability     
| |  |                                           |  |                             
| |  | Limit(s)                                  |  | $50,000,000                 
| |  |                                           |  |                             
| |  | Policy No                                 |  | XXK 0009 6883020            
| |  |                                           |  |                             
| |  | Policy Term                               |  | July 1, 2002 to July 1, 2003
| |  |                                           |  |                             
| |  |                                           |  |                             
| |  | Insurance Company                         |  | Chubb Insurance Company     
| |  |                                           |  |                             
| |  | Coverage                                  |  | First Excess Liability      
| |  |                                           |  |                             
| |  | Limit(s)                                  |  | $25,000,000                 
| |  |                                           |  |                             
| |  | Policy No                                 |  | 93630803                    
| |  |                                           |  |                             
| |  | Policy Term                               |  | July 1, 2002 to July 1, 2003



---



##### Table of Contents



| |  |                                                        |  |                             
| |  | ------------------------------------------------------ |  | ----------------------------
| |  | Insurance Company                                      |  | Liberty International       
| |  |                                                        |  |                             
| |  | Coverage                                               |  | Primary Umbrella Liability  
| |  |                                                        |  |                             
| |  | Limit(s)                                               |  | $25,000,000                 
| |  |                                                        |  |                             
| |  | Policy No                                              |  | LQ1-B71-070002-062          
| |  |                                                        |  |                             
| |  | Policy Term                                            |  | July 1, 2002 to July 1, 2003
| |  |                                                        |  |                             
| |  |                                                        |  |                             
| |  | Defence Costs over and above the Limit(s) of Insurance

| |  |                                        |  |    
| |  | -------------------------------------- |  | ---
| |  | Retention                             
| |  |                                        |  |    
| |  | Any one occurrence                     |  | Nil
| |  |                                       
| |  | Principal Exclusions/Restricting Terms

| |  |                                                                                                        |  |                                                                                                                                                                 
| |  | ------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                       
| |  |                                                                                                       |  | Professional Liability Exclusion, except for Multimedia Communications Liability hazards for which coverage
is afforded under the scheduled underlying insurance
| |  |                                                                                                       
| |  |                                                                                                       |  | Pollution  Sudden & Accidental, 5 days Detection & Reporting,
IBC 2313 Form                                                                                    
| |  |                                                                                                       
| |  |                                                                                                       |  | Nuclear                                                                                                                                                         
| |  |                                                                                                       
| |  |                                                                                                       |  | Asbestos                                                                                                                                                        
| |  |                                                                                                       
| |  |                                                                                                       |  | War & Terrorism                                                                                                                                                 
| |  |                                                                                                       
| |  | Currency Clause                                                                                       
| |  |                                                                                                       
| |  | All limits, premiums and deductibles are expressed in Canadian currency                               
| |  |                                                                                                       
| |  | Territorial Limits                                                                                    
| |  |                                                                                                       
| |  | Worldwide                                                                                             
| |  |                                                                                                       
| |  | Cancellation                                                                                          
| |  |                                                                                                       
| |  | 90 Days Notice of Cancellation except for non-payment of premium and
statutory conditions shall govern



---



##### Table of Contents



8.  Sixth Excess Umbrella

|              |  |                                                                                                                                                                                                                                                           
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |  |                                                                                                                                                                                                                                                           
|Named Insured |  | The Ravelston Corporation Limited, Hollinger Inc., and
Hollinger International Inc. et al
and all subsidiary companies over which the named insured
exercises financial or management control, that existed, may
now exist or may hereafter be constituted
|              |  |                                                                                                                                                                                                                                                           
|Insurer       |  | Royal & SunAlliance                                                                                                                                                                                                                                       
|              |  |                                                                                                                                                                                                                                                           
|Policy Number |  | 60386108                                                                                                                                                                                                                                                  
|              |  |                                                                                                                                                                                                                                                           
|Policy Term   |  | July 1, 2002 to July 1, 2003                                                                                                                                                                                                                              
|              |  |                                                                                                                                                                                                                                                           
|              |  | Policy Form                                                                                                                                                                                                                                               
|              |  |                                                                                                                                                                                                                                                           
|              |  | As agreed to and as per Insurer(s) policy wording(s) on a Follow Form
basis:                                                                                                                                                                              
|              |  |                                                                                                                                                                                                                                                           
|              |  | Follow Form Coverages:                                                                                                                                                                                                                                    

| |  |                                                                                                                                                                                      |  |                                           
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Named Insured                             
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Automobile                                
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Contractual                               
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Employee Benefits Liability               
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Incidental Medical Malpractice            
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Professional Liability                    
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Punitive Damages                          
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Real Property in Care, Custody and Control
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Aircraft                                  
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Multimedia Professional Liability         
| |  |                                                                                                                                                                                      |  |                                           
| |  |                                                                                                                                                                                     |  | Currency Clause                           
| |  |                                                                                                                                                                                      |  |                                           
| |  | Coverage                                                                                                                                                                            
| |  |                                                                                                                                                                                      |  |                                           
| |  | Provides catastrophe cover excess of the liability limits under the
General Liability, Media Liability, Automobile Liability, Watercraft Liability,
and Employers Liability policies

| |  |                                                 |  |                           
| |  | ----------------------------------------------- |  | --------------------------
| |  |                                                 |  |                           
| |  | Limit of Liability                             
| |  |                                                 |  |                           
| |  | Excess of Primaries, each occurrence (combined) |  | C$13,000,000              
| |  |                                                
| |  | Annual Aggregate                                |  | As per underlying policies
| |  |                                                



---



##### Table of Contents



| |  |                                           |  |                             
| |  | ----------------------------------------- |  | ----------------------------
| |  | Excess of Underlying Coverages and Limits
| |  |                                           |  |                             
| |  |                                           |  |                             
| |  | Insurance Company                         |  | Elliot Special Risks        
| |  |                                           |  |                             
| |  | Coverage                                  |  | Fifth Excess Liability      
| |  |                                           |  |                             
| |  | Limit(s)                                  |  | $25,000,000                 
| |  |                                           |  |                             
| |  | Policy No                                 |  | ET52843                     
| |  |                                           |  |                             
| |  | Policy Term                               |  | July 1, 2002 to July 1, 2003
| |  |                                           |  |                             
| |  |                                           |  |                             
| |  | Insurance Company                         |  | Chubb Insurance             
| |  |                                           |  |                             
| |  | Coverage                                  |  | Fourth Excess Liability     
| |  |                                           |  |                             
| |  | Limit(s)                                  |  | $35,000,000                 
| |  |                                           |  |                             
| |  | Policy No                                 |  | 7974 75 51                  
| |  |                                           |  |                             
| |  | Policy Term                               |  | July 1, 2002 to July 1, 2003
| |  |                                           |  |                             
| |  |                                           |  |                             
| |  | Insurance Company                         |  | ACE INA Insurance           
| |  |                                           |  |                             
| |  | Coverage                                  |  | Third Excess Liability      
| |  |                                           |  |                             
| |  | Limit(s)                                  |  | $25,000,000                 
| |  |                                           |  |                             
| |  | Policy No                                 |  | XCP397172                   
| |  |                                           |  |                             
| |  | Policy Term                               |  | July 1, 2002 to July 1, 2003
| |  |                                           |  |                             
| |  |                                           |  |                             
| |  | Insurance Company                         |  | Allianz Insurance Company   
| |  |                                           |  |                             
| |  | Coverage                                  |  | Second Excess Liability     
| |  |                                           |  |                             
| |  | Limit(s)                                  |  | $50,000,000                 
| |  |                                           |  |                             
| |  | Policy No                                 |  | XXK 0009 6883020            
| |  |                                           |  |                             
| |  | Policy Term                               |  | July 1, 2002 to July 1, 2003



---



##### Table of Contents



| |  |                                                        |  |                             
| |  | ------------------------------------------------------ |  | ----------------------------
| |  | Insurance Company                                      |  | Chubb Insurance Company     
| |  |                                                        |  |                             
| |  | Coverage                                               |  | First Excess Liability      
| |  |                                                        |  |                             
| |  | Limit(s)                                               |  | $25,000,000                 
| |  |                                                        |  |                             
| |  | Policy No                                              |  | 93630803                    
| |  |                                                        |  |                             
| |  | Policy Term                                            |  | July 1, 2002 to July 1, 2003
| |  |                                                        |  |                             
| |  |                                                        |  |                             
| |  | Insurance Company                                      |  | Liberty International       
| |  |                                                        |  |                             
| |  | Coverage                                               |  | Primary Umbrella Liability  
| |  |                                                        |  |                             
| |  | Limit(s)                                               |  | $25,000,000                 
| |  |                                                        |  |                             
| |  | Policy No                                              |  | LQ1-B71-070002-062          
| |  |                                                        |  |                             
| |  | Policy Term                                            |  | July 1, 2002 to July 1, 2003
| |  |                                                        |  |                             
| |  |                                                        |  |                             
| |  | Defence Costs over and above the Limit(s) of Insurance

| |  |                                        |  |    
| |  | -------------------------------------- |  | ---
| |  | Retention                             
| |  |                                        |  |    
| |  | Any one occurrence                     |  | Nil
| |  |                                       
| |  | Principal Exclusions/Restricting Terms

| |  |                                                                         |  |                                                                                                                                                                 
| |  | ----------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                        
| |  |                                                                        |  | Professional Liability Exclusion, except for Multimedia Communications Liability hazards for which coverage
is afforded under the scheduled underlying insurance
| |  |                                                                        
| |  |                                                                        |  | Pollution  Sudden & Accidental, 5 days Detection & Reporting,
IBC 2313 Form                                                                                    
| |  |                                                                        
| |  |                                                                        |  | Nuclear                                                                                                                                                         
| |  |                                                                        
| |  |                                                                        |  | Asbestos                                                                                                                                                        
| |  |                                                                        
| |  |                                                                        |  | War & Terrorism                                                                                                                                                 
| |  |                                                                        
| |  | Currency Clause                                                        
| |  |                                                                        
| |  | All limits, premiums and deductibles are expressed in Canadian currency
| |  |                                                                        
| |  | Territorial Limits                                                     
| |  |                                                                        
| |  | Worldwide                                                              





---



##### Table of Contents



| |  |                                                                                                       
| |  | ------------------------------------------------------------------------------------------------------
| |  | Cancellation                                                                                          
| |  |                                                                                                       
| |  | 90 Days Notice of Cancellation except for non-payment of premium and
statutory conditions shall govern





---



##### Table of Contents



SCHEDULE 9.16

CONTRACTS; LABOUR MATTERS

9.16(a): Contracts Subject to Corporate Restriction or Judgment

Nil.

9.16(b): Material Labor Contracts

|                                                                                                                                                            |  |                             |  | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- |  | 
|Guild (CWA) Post-Tribune, Gary, INStatus: Presently in negotiations                                                                                         |  | Contract Expired:  11/3/94 
|Electricians (IBEW) Local 134/Chicago Sun-TimeStatus: Presently in negotiations                                                                             |  | Contract Expired:  12/31/00
|Guild (CWA) Waukegan News-SunStatus: Presently in negotiations                                                                                              |  | Contract Expired:  2/28/02 
|Guild (CWA)/Pioneer Press, Inc.Status: Presently in negotiations                                                                                            |  | Contract Expires:  5/31/02 
|Guild (CWA)/Joliet Herald NewsStatus: Presently in negotiations                                                                                             |  | Contract Expires:  6/30/02 
|Typographical (CWA) (Printers)/Aurora Beacon-NewsStatus: Presently in negotiations                                                                          |  | Contract Expires:  6/30/02 
|Typographical (CWA) (Printers)/Elgin Courier-NewsStatus: Presently in negotiations                                                                          |  | Contract Expires:  7/31/02 
|Machinists (IAM)/Chicago Sun-TimesStatus: Presently in negotiations                                                                                         |  | Contract Expires:  9/30/02 
|Pressmen (GCIU)/(Plainfield) Fox Valley Publications                                                                                                        |  | Contract Expires: 12/31/02 
|Teamsters (Local 706) Drivers (Plainfield) Fox Valley
Publications Presently in negotiations(Union trying
to negotiate first contract with Fox Valley Pub.) | 
|Automobile Mechanics (IAM)/Chicago Sun-Times                                                                                                                |  | Contract Expires:  12/31/02
|United Steelworkers of America
(Midwest Suburban Publishing)                                                                                                |  | Contract Expires:  3/9/03  
|Mailers (CWA) Chicago Sun-Times                                                                                                                             |  | Contract Expires:  6/30/03 



---



##### Table of Contents



|                                                                                                                                       |  |                             |  | 
|-------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- |  | 
|Platemakers (GCIU) Chicago Sun-Times                                                                                                   |  | Contract Expires:  7/14/03 
|Photoengravers (GCIU) Chicago Sun Times                                                                                                |  | Contract Expires:  8/16/03 
|Printers (CWA) Post-Tribune, Gary, IN                                                                                                  |  | Contract Expires:  11/25/03
|Pressmen (GCIU) Post-Tribune, Gary, IN                                                                                                 |  | Contract Expires:  2/1/04  
|Guild (CWA)/Chicago Sun-Times                                                                                                          |  | Contract Expires:  9/30/04 
|Teamsters (IBEW) (Drivers)/Chicago Sun-TimesStatus: Recently reached a 3-year agreement                                                |  | Contract Expires:  12/15/04
|Typographical (CWA) Chicago Sun-Times                                                                                                  |  | Contract Expires:  12/31/04
|Paperhandlers (GCIU)/Chicago Sun-Times                                                                                                 |  | Contract Expires:  6/30/06 
|Pressmen (GCIU)/Chicago Sun-Times                                                                                                      |  | Contract Expires:  6/30/06 
|Operating Engineers/Chicago Sun-TimesStatus: Recently reached a 6-year agreement                                                       |  | Contract Expires:  5/31/08 
|Note:Typographical (CWA) (Printers)
Joliet Herald News                                                                                 |  | Contract Expires:  12/31/01
|This contract will not be renewed because all of the
3 printers in this bargaining unit have agreed to
accept the recent buyout offer.
|Typographical (CWA)
(Printers) Waukegan News-Sun                                                                                       |  | Contract Expires:  10/12/02
|This contract will not be renewed because all of the
printers in this bargaining unit agreed to accept
a buyout offer                  |  |                             |  | 

19(c): Actions Relating to Plant Closings or Mass Layoffs

Nil.

19(d): Strikes or Walkouts Relating to Labor Contracts

Nil.

2



---



##### Table of Contents



No further disclosure under the Credit Agreement.





---



##### Table of Contents



SCHEDULE 9.17

ENVIRONMENTAL AND SAFETY AND HEALTH MATTERS

Environmental Matters

Nil.

Safety Matters

The four pending OSHA investigations are:



|1. |  | Complaint No. 203878657  The investigation began on July 31, 2002 when
an employee notified OSHA, via telephone of hazardous conditions at the
Ashland plant. The allegations include (a) unsafe conditions and
potential employee injury resulting from employees required to work alone
in the reel room; (b) Employees exposed to potential injury in the reel
room while using the auto-load feature; and (c) Employees at risk for
slipping and failing because of excess oil, paper and paper dust on the
floor. After receiving the complaint, OSHA requested a written response
and a posting of the complaint, which were completed on August 4, 2002.
Although the investigation remains open for a period of six months, OSHA
has stated it will not conduct an onsite inspection at this time.                                      
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Complaint No 203878244  OSHA received a telephone complaint alleging a
threat of imminent harm to employees on August 23, 2002. OSHA conducted
an unannounced onsite inspection on August 28, 2002 and issued the
Complaint alleging eight potential violations. At the onsite inspection
CST provided copies of OSHA logs. The inspector took photos and indicated
he would return at a later date for employee interviews. We have retained
counsel and do not yet have the date for employee interviews, or any
follow-up visit from the inspector. The inspection will remain open for
six months during which time there will be employee interviews and CST
will be required to conduct training and develop written materials to
bring plant into compliance with standards. There will likely be modest
fines on some of the violations.
|  
|3. |  | Complaint No. 5-1260-03-0-Retaliation claim filed by Employee who was
terminated after giving statement in OSHA investigation. Finding of
liability is unlikely. Potential fines include backpay dating to
termination date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|4. |  | Complaint No. 5-1260-02-054 Retaliation claim filed by current employee
alleging retaliation following statements made in OSHA investigation.
Nominal fines possible but unlikely.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

The estimated aggregated exposure of these four claims is less than $50,000.

No further disclosure under the Credit Agreement.





---



##### Table of Contents



SCHEDULE 10.7
CONTINUING DEBT

|                                         |  |          |           |         |  |       |           |  |  |  |           | 
|---------------------------------------- |  | -------- | --------- | ------- |  | ----- | --------- |  |  |  | --------- | 
|                                         |  | LongTerm |           | Current |  | Total
|                                         |  |          |           |         |  |      
|Pioneer Newspapers Inc.                  |  |          | 500,000   |         |  |       |          |  |  |  | 500,000   | 
|American Publishing Company              |  |          | 2,017,718 |         |  |       | 952,866   |  |  |  | 2,970,584 | 
|Telegraph Group Limited  Capital Leases |  |          | 1,692,000 |         |  |       | 1,661,000 |  |  |  | 3,353,000 | 
|                                         |  |          |           |         |  |       |           |  |  |  |           | 
|                                         |  |          | 4,209,718 |         |  |       | 2,613,866 |  |  |  | 6,823,584 | 
|                                         |  |          |           |         |  |       |           |  |  |  |           | 





---



##### Table of Contents



SCHEDULE 10.8
LIENS

1.   Registrations in respect of Companies in the United Kingdom

Nil

2.   Registrations in respect of Companies in the United States of America

|                        |  |                                |  |         |  |              |                             |                        |                                                                                                                    |                                            
|----------------------- |  | ------------------------------ |  | ------- |  | ------------ | --------------------------- | ---------------------- | ------------------------------------------------------------------------------------------------------------------ | -------------------------------------------
|Debtor                  |  | Secured Party                  |  | Number  |  | Jurisdiction |                             | Collateral Description
|                        |  |                                |  |         |  |              |                             |                       
|Chicago Sun-Times,
Inc. |  | Konica Graphic Imaging         |  | 5355265 |  |              | Secretary of State
Illinois |                        | (1) One Computer to
proof software 
SN-CTP0387                                                                   
|                       
|                        |  |                                |  |         |  |              |                             |                        |                                                                                                                    | (1) One Konica
Platform 
1GHZ/PC133       
|                       
|                        |  |                                |  |         |  |              |                             |                        |                                                                                                                    | (1) One HP 1050C Plus
Printer 
SN-13124064
|                       
|                        |  |                                |  |         |  |              |                             |                        |                                                                                                                    | (1) One 36 Newsprint
End Roll Adapter     
|                       
|Chicago Sun-Times,
Inc. |  | Konica Graphic Imaging         |  | 5355273 |  |              | Secretary of State
Illinois |                        | (1) One Computer to
proof software 
SN-CTP0387                                                                   
|                       
|                        |  |                                |  |         |  |              |                             |                        |                                                                                                                    | (1) One Konica
Platform 
1GHZ/PC133       
|                       
|                        |  |                                |  |         |  |              |                             |                        |                                                                                                                    | (1) One HP 1050C Plus
Printer 
SN-13124064
|                       
|                        |  |                                |  |         |  |              |                             |                        |                                                                                                                    | (1) One 36 Newsprint
End Roll Adapter     
|                       
|N/A                     |  | Toronto Dominion
(Texas), Inc. |  | N/A     |  |              | N/A                         |                        | $2.2 million cash
collateral in account
number 0984 01
2009082 held as
security for the
Original Letters of
Credit



---



##### Table of Contents



Schedule 10:10
Investments
All amounts are in US$

|                                             |  |                                                         |  |               |            |              |         |    |            |  
|-------------------------------------------- |  | ------------------------------------------------------- |  | ------------- | ---------- | ------------ | ------- | -- | ---------- | -
|External Investments
 Restricted Group      |  | Type of Investment and/or Percentage Owned              |  | Sept 30, 2002 |            | Nov 30, 2002
|                                             |  |                                                         |  |               |            |             
|HIPI                                         |  |                                                         |  |               |            |              |         |    |            |  
|News Communications Inc.                     |  | 28% interest                                            |  | $             | 1,385,257  |              |         | $  | 1,385,257  |  
|FDR Collection                               |  | Items of historical importance                          |  | $             | 8,000,000  |              |         | $  | 8,000,000  |  
|Chicago Sun Times                            |  |                                                         |  |               |            |              |         |    |            |  
|U Click                                      |  | 100% interest                                           |  | $             | 8,000      |              |         | $  | 8,000      |  
|Chicago Computer Guide                       |  | 100% interest                                           |  | $             | 81,017     |              |         | $  | 0          |  
|City News Bureau                             |  | 50% interest                                            |  | $             | 6,256      |              |         | $  | 6,256      |  
|Newspaper National Network                   |  | 2.33% interest                                          |  | $             | 29,334     |              |         | $  | 29,334     |  
|Drive Chicago                                |  | 33% interest                                            |  | $             | 0          |              |         | ($ | 5,500      | )
|401 North Wabash Venture LLC                 |  | 50% interest, Trump Sun Times Joint Venture             |  | $             | 900,000    |              |         | $  | 900,000    |  
|Rabbi Trust                                  |  | Pension investment                                      |  | $             | 1,885,687  |              |         | $  | 1,885,687  |  
|Metro Sunday                                 |  | Old accounts receivable, stock given in lieu of payment |  | $             | 48,998     |              |         | $  | 48,998     |  
|Grand Rapids Telemarketing                   |  | 100% investment                                         |  | $             | 0          |              |         | $  | 20,000     |  
|Telegraph Group                              |  |                                                         |  |               |            |              |         |    |            |  
|Trafford Park Printers Ltd                   |  | 5000 A Ordinary Shares, 50%                             |  | $             | 11,221,998 |              |         | $  | 11,194,581 |  
|West Ferry Printers Ltd                      |  | 5000 A Ordinary Shares, 50%                             |  | $             | 8,583,925  |              |         | $  | 9,889,606  |  
|Newsprint
Management and Supply Services Ltd |  | 100 A Ordinary Shares, 50%                              |  | $             | 130,467    |              |         | $  | 129,245    |  
|Paper Purchase and Management Limited        |  | 100 A Ordinary Shares, 50%                              |  | $             | 157        |              |         | $  | 196        |  
|Lamponians Ltd.                              |  | 50 Ordinary Shares, 50%                                 |  | Nominal       |            |              | Nominal |   
|Press Association Ltd.                       |  | 60,000 Ordinary 10p shares                              |  | Nominal       |            |              | Nominal |   
|Oldham Estates plc                           |  | 10 Ordinary Shares                                      |  | Nominal       |            |              | Nominal |   



---



##### Table of Contents



|                                             |  |                                            |  |               |  |              |  |  |  | 
|-------------------------------------------- |  | ------------------------------------------ |  | ------------- |  | ------------ |  |  |  | 
|Investment in Unrestricted Group             |  | Type of Investment and/or Percentage Owned |  | Sept 30, 2002 |  | Nov 30, 2002
|                                             |  |                                            |  |               |  |             
|HIPI                                         |  |                                            |  |               |  |              |  |  |  | 
|Hollinger Canadian Publishing Holdings Co.   |  | 100 Common Shares (100%)                   |  |               |  |              |  |  |  | 
|HTH Holdings Inc.                            |  |                                            |  |               |  |              |  |  |  | 
|Hollinger Canadian Publishing Holdings Co.   |  | 44,745,000 Class B Voting Common Shares    |  |               |  |              |  |  |  | 
|HTH Benholdco Inc.                           |  |                                            |  |               |  |              |  |  |  | 
|Hollinger Canadian Publishing Holdings Co.   |  | 137,540,000 Class A Voting Common Shares   |  |               |  |              |  |  |  | 
|XSTM Holdings Corp.                          |  | 1000 Common Shares                         |  |               |  |              |  |  |  | 
|American
Publishing Management Services Inc. |  |                                            |  |               |  |              |  |  |  | 
|HC Holdings Company                          |  | 49,369 Common Shares                       |  |               |  |              |  |  |  | 

|                                                  |  |                                            |  |               |            |              |  |   |            | 
|------------------------------------------------- |  | ------------------------------------------ |  | ------------- | ---------- | ------------ |  | - | ---------- | 
|External Long Term
Receivables  Restricted Group |  | Type of Investment and/or Percentage Owned |  | Sept 30, 2002 |            | Nov 30, 2002
|                                                  |  |                                            |  |               |            |             
|Telegraph Group                                   |  |                                            |  |               |            |              |  |   |            | 
|Trafford Park Printers Ltd                        |  | Long term receivable                       |  | $             | 5,102,500  |              |  | $ | 5,054,725  | 
|West Ferry Printers Ltd                           |  | Deferred printing contract                 |  | $             | 43,066,532 |              |  | $ | 41,799,586 | 
|Paper Purchase and Management Limited             |  | Long term receivable                       |  | $             | 2,355,000  |              |  | $ | 2,332,950  | 
|Newspaper Licencing                               |  | Long term receivable                       |  | $             | 133,450    |              |  | $ | 132,201    | 
|American Publishing Group                         |  |                                            |  |               |            |              |  |   |            | 
|Horizon Group                                     |  | Long term receivable                       |  | $             | 4,859,000  |              |  | $ | 4,859,000  | 



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##### Table of Contents



SCHEDULE 10.13
TRANSACTIONS WITH AFFILIATES



|1. |  | Agreement between Hollinger Aviation Inc. and 3016296 Nova Scotia Company
dated February 1, 2002.                                                                                                                                                                                                     
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Business Opportunities Agreement between Hollinger Inc. and Hollinger
International Inc..                                                                                                                                                                                                             
|  
|3. |  | Services Agreements between Hollinger International Inc. and The
Ravelston Corporation Limited.                                                                                                                                                                                                       
|  
|4. |  | Services Agreement between Hollinger Inc., Hollinger International Inc.,
Hollinger Canadian Publishing Holdings Co., Hollinger Canadian Newspapers,
Limited Partnership, by its General Partner, Hollinger Canadian Newspapers
G.P. Inc. and Hollinger (Challenger) Holdings Co., dated June 17, 2002.
|  
|5. |  | Option Tax Indemnity Agreement dated May 31, 1996 between FDTH and West
Ferry (letter agreement).                                                                                                                                                                                                     
|  
|6. |  | Deed of Indemnity dated June 23, 1992 entered into by Hollinger Inc., DTH
and FDTH in favor of Telegraph.                                                                                                                                                                                             
|  
|7. |  | Co-operation Agreement dated June 23, 1992 between Hollinger Inc. and the
Telegraph.                                                                                                                                                                                                                  
|  
|8. |  | Amended and Restated Tax Allocation Agreement made as of February 1, 2001
between Hollinger International Inc., APAC-90, Inc., American Publishing
(1991) Inc., APC 1993, Inc., Valley Cable TV, Inc. and The Sun-Times
Company.                                                                      
|  
|9. |  | Employee Secondment Agreement dated December 20, 2002 between Hollinger
Canadian Publishing Holdings Co. and Hollinger International Publishing
Inc.                                                                                                                                                  





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##### Table of Contents






SCHEDULE 15.3

ADDRESSES FOR NOTICES

|                                        |  |                                                                                   
|--------------------------------------- |  | ----------------------------------------------------------------------------------
|HOLLINGER INTERNATIONAL PUBLISHING INC.
|                                        |  |                                                                                   
|Address:                                |  | 10 Toronto Street
Toronto, Ontario M5C2B7                                         
|                                        |  |                                                                                   
|Attention:                              |  | Jack Boultbee                                                                     
|Facsimile:                              |  | (416) 262-7261                                                                    
|                                        |  |                                                                                   
|With copies to:                         |  |                                                                                   
|                                        |  |                                                                                   
|Address:                                |  | 401 North Wabash Avenue, Suite 740
Chicago, Illinois 60611                        
|                                        |  |                                                                                   
|Attention:                              |  | Mark Kipnis                                                                       
|Facsimile:                              |  | (312) 321-0629                                                                    
|                                        |  |                                                                                   
|Address:                                |  | 712 Fifth Avenue, 18th Floor
New York, New York 10019                             
|                                        |  |                                                                                   
|Attention:                              |  | Robert Smith                                                                      
|Facsimile:                              |  | 212-586-0010                                                                      
|                                        |  |                                                                                   
|WACHOVIA BANK, N.A.                    
|                                        |  |                                                                                   
|Address:                                |  | One Wachovia Center,
301 South College Street
Charlotte, North Carolina 28288-0604
|                                        |  |                                                                                   
|Attention:                              |  | Joe Mynatt                                                                        
|Facsimile:                              |  | 704-374-4092                                                                      
|                                        |  |                                                                                   
|WACHOVIA SECURITIES, INC.              
|                                        |  |                                                                                   
|Address:                                |  | One Wachovia Center,
301 South College Street
Charlotte, North Carolina 28288-0604
|                                        |  |                                                                                   
|Attention:                              |  | Joe Mynatt                                                                        
|Facsimile:                              |  | 704-374-4092                                                                      
|                                        |  |                                                                                   
|TORONTO DOMINION (TEXAS), INC.         
|                                        |  |                                                                                   
|Address:                                |  | Suite 1700
909 Fannin Street
Houston, TX 77010                                    
|                                        |  |                                                                                   
|Attention:                              |  | Neva Nesbitt                                                                      
|Facsimile:                              |  | 713-951-9921                                                                      





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##### Table of Contents



|                                     |  |                                                           
|------------------------------------ |  | ----------------------------------------------------------
|GENERAL ELECTRIC CAPITAL CORPORATION
|                                     |  |                                                           
|Address:                             |  | 2325 Lakeview Parkway, Suite 700
Alpharetta, GA 30004-1976
|                                     |  |                                                           
|Attention:                           |  | Betty Cao                                                 
|Facsimile:                           |  | 202-585-0235                                              
|                                     |  |                                                           
|LASALLE BANK NATIONAL ASSOCIATION   
|                                     |  |                                                           
|Address:                             |  | 135 South LaSalle Street
Chicago, IL 60603                
|                                     |  |                                                           
|Attention:                           |  | Lavearn Hamilton                                          
|Facsimile:                           |  | 312-904-6373                                              
|                                     |  |                                                           
|ROYAL BANK OF SCOTLAND              
|                                     |  |                                                           
|Address:                             |  | 280 Bishops Gate, 9th Floor
London, England EC2M-4RB      
|                                     |  |                                                           
|Attention:                           |  | David Ellis                                               
|Facsimile:                           |  | 8011-44-207-375-8549