##### 



Exhibit 10.25

EXHIBIT D-1

Form of Hollinger International Amended and Restated Pledge Agreement
Among Hollinger International Inc. and Wachovia Bank, N.A.
dated as of December 23, 2002

HOLLINGER INTERNATIONAL PLEDGE AGREEMENT

THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this Agreement) dated as of
December 23, 2002, is between HOLLINGER INTERNATIONAL INC., a Delaware
corporation (the Pledgor), and WACHOVIA BANK, N.A., in its capacity as
administrative agent for the Lenders referred to below (in such capacity, the
Administrative Agent).

W I T N E S S E T H:

WHEREAS, the Pledgor executed that certain Third Amended and Restated
Guaranty dated as of April 30, 1999, in favor of certain financial
institutions, and Toronto Dominion (Texas), Inc. (in its capacity as defined
below) (as amended or modified and in effect on the Amendment Effective Date,
the Original Guaranty) in connection with that certain Fourth Amended and
Restated Credit Agreement, dated as of April 30, 1999 (as amended or modified
and in effect on the Amendment Effective Date, the Existing Credit Agreement)
among Hollinger International Publishing Inc. (the Company), Telegraph Group
Limited (Telegraph), certain other borrowers, The Toronto-Dominion Bank
(Toronto-Dominion), as issuing bank and Toronto Dominion (Texas) Inc., as
administrative agent (in such capacity, together with any successors in such
capacity); and

WHEREAS, in connection with the Original Guaranty, the Pledgor and Toronto
Dominion (Texas), Inc., as administrative agent entered into that certain Third
Amended and Restated Pledge Agreement dated as of April 30, 1999 (the 1999
Pledge Agreement); and

WHEREAS, in connection with the Original Guaranty, the Pledgor,
Toronto-Dominion and Toronto Dominion (Texas), Inc., in its capacities as
administrative agent, and HII entered into that certain Pledge Agreement dated
as of August 23, 2001 (the 2001 Pledge Agreement); and

WHEREAS, the Company has requested various financial institutions
(together with their respective successors and assigns, collectively the
Lenders and each individually a Lender) to amend and restate the Existing
Credit Agreement on the terms and conditions set forth in the Fifth Amended and
Restated Credit Agreement, dated as of even date herewith, among the Company,
Telegraph and First DT Holdings Limited (FDTH and, together with the Company
and Telegraph, each a Borrower and collectively, the Borrowers), the
Lenders, the Administrative Agent, Wachovia Securities, Inc., as sole lead
arranger and book runner, Toronto Dominion (Texas), Inc., as Syndication Agent
and General Electric Capital Corporation, as Documentation Agent (together with
all amendments and other modifications, if any, from time to time made thereto,
the Amended and Restated Credit Agreement) to set forth, among other things,
the terms and conditions under which the Lenders thereafter will make credit
extensions to the Borrowers; it being the intention of the Company, the
Lenders, and the Administrative Agent that the Amended and Restated Credit
Agreement and the Loan Documents executed in





---



##### 



connection therewith shall not effect the novation of the obligations of
the Borrowers under the Existing Credit Agreement but be merely a restatement
and, where applicable, an amendment of and substitution for the terms governing
such obligations hereafter; and

WHEREAS, in connection with the Amended and Restated Credit Agreement, the
Pledgor is executing and delivering an amended and restated guaranty of even
date herewith (the Hollinger International Guaranty) of the obligations of
the Borrowers under the Amended and Restated Credit Agreement; and

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

WHEREAS, the Pledgor desires to amend and restate the 1999 Pledge
Agreement and the 2001 Pledge Agreement to recognize the addition of new
Borrowers, and the termination of certain indebtedness of the Pledgor secured
thereby, it being the intention of the Pledgor, the Lenders and the
Administrative Agent that this Pledge Agreement and the Loan Documents executed
in connection herewith shall not effect a novation of the obligations of
Pledgor under the 1999 Pledge Agreement and the 2001 Pledge Agreement but be
merely a restatement and where applicable, an amendment of and substitution for
the terms governing such obligations hereafter; and

WHEREAS, the Pledgor has duly authorized the execution, delivery and
performance of this Agreement; and

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

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

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



| |                                  
| | ---------------------------------
| | Collateral see Section 2 hereof.



| |                                                                                                               
| | --------------------------------------------------------------------------------------------------------------
| | Defaultmeans the occurrence of any Event of Default (as defined in
the Amended and Restated Credit Agreement).



| |                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------
| | Issuermeans the issuer of any of the shares of stock or other
securities representing all or any of the Collateral.



| |                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Liabilitiesmeans all obligations (monetary or otherwise) of the
Pledgor, howsoever created, arising or evidenced, whether direct or
indirect, absolute or contingent, now or hereafter existing, or due or to
become due including, without limitation, any post-petition
interest accruing during any bankruptcy reorganization of the
Pledgor or other similar

Hollinger International Pledge Agreement

2



---



##### 





| |                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | proceeding, which arise out of or in connection with the Hollinger
International Guaranty, this Agreement, any other Loan Document or other
document or instrument executed in connection therewith.



| |                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Loan Documenthas the meaning assigned to such term in the Amended
and Restated Credit Agreement.                                                                                      
|
| | Makermeans the maker of any of the Subsidiary Notes or other
chattel paper representing any or all of the Collateral.                                                                 
|
| | Qualified Hedge Counterpartymeans Wachovia Bank, N.A. and each
other Person who, on the date the applicable Hedging Agreement is entered
into is a Lender or an affiliate of a Lender.
|
| | Secured Partieshas the meaning assigned to such term in the
Hollinger International Guaranty.                                                                                         

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

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



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  All equity interests owned by the Pledgor in any Borrower or other
Restricted Subsidiary, including without limitation, all Entity Interests and
all of the shares of stock and other securities described in Schedule Ihereto
listed under the Pledgors name, all of the certificates and/or instruments
representing such equity interests, shares of stock and other securities and
all cash, securities, dividends, distributions, returns of capital,
instruments, rights and other property at any time and from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of such equity interests, shares or other securities;
|
| | (b)  All additional shares of stock of any of the Issuers listed in
Schedule Iand all additional shares of stock or other equity interests of any
Borrower or other Restricted Subsidiary, at any time and from time to time
acquired by the Pledgor in any manner, all of the certificates representing
such additional shares or other equity interests, and all interest, cash,
instruments, securities, dividends, rights and other property at any time and
from time to time received, receivable or otherwise distributed in respect of
or in exchange for any or all of such shares;                                                                                             
|
| | (c)  All of the Subsidiary Notes, Subsidiary Security Agreements,
instruments and chattel paper described in Schedule IIhereto listed under the
Pledgors name, all indebtedness evidenced thereby or related thereto, all
other indebtedness owed to the Pledgor by any Borrower or Restricted
Subsidiary, all substitutes for or additions to any of the foregoing,                                                                                                                                                                                                                                                                                                                    

Hollinger International Pledge Agreement

3



---



##### 





| |                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | and any interest, products, proceeds or other property at any time and
from time to time received, receivable or otherwise distributed in respect of
or in exchange for any or all of the foregoing;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d)  All additional Subsidiary Notes, Subsidiary Security Agreements,
instruments and chattel paper of any of the Makers listed in Schedule IIhereto
or any other Subsidiary of the Pledgor at any time and from time to time
acquired by the Pledgor in any manner, all additional indebtedness evidenced
thereby or related thereto, all other additional indebtedness of any Borrower
or Restricted Subsidiary at any time and from time to time acquired by the
Pledgor, all substitutes for or additions to any of the foregoing, and any
interest, products, proceeds or other property at any time and from time to
time received, receivable or otherwise distributed in respect of or in exchange
for any or all of the foregoing;
|
| | (e)  All other property hereafter delivered to the Administrative Agent in
substitution for or in addition to any of the foregoing, all certificates and
instruments representing or evidencing such property, and, subject to Section 5
hereof, all cash, securities, interest, dividends, rights and other property at
any time and from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all thereof; and                                                                                                                                                                                                                                                                             
|
| | (f)  All products and proceeds of all of the foregoing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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

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

3.    Warranties; Further Assurances. The Pledgor warrants to the
Administrative Agent and each other Secured Party that: (a) the Pledgor is (or
at the time of any future delivery, pledge, assignment or transfer thereof will
be) the legal and equitable owner of the Collateral free and clear of all
liens, security interests and encumbrances of every description whatsoever
other than the security interest created hereunder; (b) assuming continuous
possession by the Administrative Agent, the pledge and delivery of the
Collateral pursuant to this Agreement will create a valid perfected security
interest in the Collateral in favor of the Administrative Agent; (c) no
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or any other third party which
has not been obtained, made or taken, is required for (i) the grant by the
Pledgor of the security interest granted hereunder or for the execution,
delivery or performance of this Agreement by the Pledgor, (ii) the perfection
or maintenance of the security interest created hereunder (including the first
priority nature of such security interest), or (iii) the exercise by the
Administrative Agent of its voting or other rights provided for in this
Agreement or the remedies in respect of the Collateral pursuant to this
Agreement, except as may be required in connection with the disposition of any
portion of the securities pledged hereunder by laws affecting the offering and
sale of securities

Hollinger International Pledge Agreement

4



---



##### 



generally; (d) all shares of stock referred to in Schedule I hereto are
duly authorized, validly issued, fully paid and non-assessable; (e) no consent,
approval, authorization, order, registration or qualification of or with any
governmental agency or body or any court or any other Person is required for
the sale of any of the Collateral in accordance with the provisions of this
Agreement, except for such as have been obtained or made and except as may be
required in connection with the disposition of any portion of the securities
pledged hereunder by laws affecting the offering and sale of securities
generally; (f) as to each Issuer whose name appears in Schedule Ihereto, the
Collateral represents on the date hereof not less than the applicable percent
(as shown in Schedule Ihereto) of the total shares of capital stock issued and
outstanding of such Issuer; (g) the information contained in Schedule I hereto
is true and accurate in all respects, and reflects all equity interests owned
by the Pledgor in any Borrower or any Restricted Subsidiary; and (h) the
information contained in Schedule II hereto is true and accurate in all
respects, and reflects all indebtedness owed to the Pledgor by any Borrower or
Restricted Subsidiary.

So long as any of the Liabilities shall be outstanding or any commitment
shall exist on the part of the Administrative Agent or any Secured Party with
respect to the creation of any Liabilities, the Pledgor (i) shall not, without
the express prior written consent of the Administrative Agent, (x) sell,
assign, exchange, pledge or otherwise transfer, encumber, or grant any option,
warrant or other right to purchase any Collateral which is pledged hereunder,
or (y) otherwise diminish or impair any of its rights in, to or under any of
the Collateral; (ii) as to each Issuer whose name appears on Schedule Ihereto,
shall continue to own and keep pledged hereunder not less than the applicable
percent (as shown in Schedule Ihereto) of the total shares of capital stock
issued and outstanding of such Issuer; (iii) shall execute such Uniform
Commercial Code financing statements and other documents (and pay the costs of
filing and recording or re-filing and re-recording the same in all public
offices reasonably deemed necessary or appropriate by the Administrative Agent)
and do such other acts and things, all as the Administrative Agent may from
time to time reasonably request, to establish and maintain a valid, perfected
security interest in the Collateral, including, without limitation, marking the
Pledgors stock transfer books and records to reflect such security interest
(free of all other liens, claims and rights of third parties whatsoever), to
secure the performance and payment of the Liabilities; (iv) will execute and
deliver to the Administrative Agent such stock powers, endorsements and similar
documents relating to the Collateral, satisfactory in form and substance to the
Administrative Agent, as the Administrative Agent may reasonably request; (v)
will upon the request of the Administrative Agent, upon the occurrence and
during the continuance of an Event of Default, notify each issuer of the
indebtedness pledged hereunder that such indebtedness is subject to the
security interest granted hereunder; and (vi) will furnish the Administrative
Agent or any other Secured Party with such information concerning the
Collateral as the Administrative Agent or such other Secured Party may from
time to time reasonably request, and will permit the Administrative Agent or
any other Secured Party or any designee of the Administrative Agent or any
other Secured Party, from time to time at reasonable times and on reasonable
notice, to inspect, audit and make copies of and extracts from all records and
all other papers in the possession of the Pledgor which pertain to the
Collateral as set forth in Section 10.2 of the Amended and Restated Credit
Agreement, and will, upon request of the Administrative Agent at any time when
a Default has occurred and is continuing, deliver to the Administrative Agent
all of such records and papers.

4.     Holding in Name of Administrative Agent, etc. The Administrative Agent
may from time to time after the occurrence and during the continuance of a
Default, without notice to

Hollinger International Pledge Agreement

5



---



##### 



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

5.     Voting Rights, Dividends, Payments, etc.(a) Notwithstanding certain
provisions of Sections 2and 4hereof, so long as the Administrative Agent has
not given the notice referred to in paragraph (b)below:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) The Pledgor shall be entitled to exercise any and all voting or
consensual rights and powers and stock purchase or subscription rights or
other similar rights to acquire equity interests (but any such exercise
by the Pledgor of stock purchase or subscription rights or other similar
rights to acquire equity interests may be made only from funds of the
Pledgor not comprising part of the Collateral as defined in the Amended
and Restated Credit Agreement) relating or pertaining (to the extent that
the Pledgor is otherwise entitled to exercise such rights) to the
Collateral constituting stock or any part thereof for any purpose;
provided, however, that the Pledgor agrees that it will not exercise any
such rights or powers in any manner which would have a material adverse
effect on the value of such Collateral or any part thereof.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) The
Pledgor shall, subject to the provisobelow, be entitled to
receive and retain (to the extent that the Pledgor is otherwise entitled
to receive and retain dividends in respect of the Collateral) any and all
lawful dividends payable in respect of the Collateral constituting stock
which are paid in cash by any Issuer if such dividends are permitted by
the Amended and Restated Credit Agreement; provided,
however, that all
dividends and distributions in respect of such Collateral or any part
thereof made in shares of stock or other property or otherwise
representing any return of capital, whether resulting from a subdivision,
combination or reclassification of such Collateral or any part thereof or
received in exchange for such Collateral or any part thereof or as a
result of any merger, consolidation, acquisition or other exchange of
assets to which any Issuer may be a party or otherwise or as a result of
any exercise of any stock purchase or subscription right, shall be and
become part of the Collateral hereunder and, if received by the Pledgor,
shall be forthwith delivered to the Administrative Agent in due form for

Hollinger International Pledge Agreement

6



---



##### 





| |                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------
| | transfer (i.e., endorsed in blank or accompanied by stock or bond
powers executed in blank) to be held for the purposes of this Agreement.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (3) The Administrative Agent shall execute and deliver, or cause to
be executed and delivered, to the Pledgor, all such proxies, powers of
attorney, dividend orders and other instruments as the Pledgor may
request for the purpose of enabling the Pledgor to exercise the rights
and powers which it is entitled to exercise pursuant to clause (1)above
and to receive the dividends which it is authorized to retain pursuant to
clause (2)above.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (4) Subject to any restrictions contained herein or in any other
Loan Document, the Pledgor shall be entitled to (a) collect all regular
payments made or proceeds received with respect to Collateral
constituting the Subsidiary Notes or relating to any other indebtedness
pledged hereunder, and (b) enforce and prosecute all rights and remedies
available under any of the Subsidiary Notes or Subsidiary Security
Agreements, or under the documents governing or evidencing any other
indebtedness pledged hereunder.

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

6.     Remedies. Whenever a Default shall exist and be continuing, the
Administrative Agent may exercise from time to time any rights and remedies
available to it under the Uniform Commercial Code as in effect in New York or
otherwise available to it. Without limiting the foregoing, whenever a Default
shall exist and be continuing, the Administrative Agent (a) may, to the fullest
extent permitted by applicable law, without notice, advertisement, hearing or
process of law of any kind, (i) sell any or all of the Collateral, free of all
rights and claims of the Pledgor therein and thereto, at any public or private
sale or brokers board and (ii) bid for and purchase any or all of the
Collateral at any such public sale; (b) shall have the right, for and in the
name, place and stead of the Pledgor, to execute endorsements, assignments,
stock powers and other instruments of conversion, conveyance or transfer with
respect to all or any of the Collateral; and (c) may, with respect to the
Collateral consisting of the Subsidiary Notes or relating to any other
indebtedness pledged hereunder, declare the underlying loans immediately due,
payable and collectible without notice to the Pledgor, regardless of maturity
and in that event the underlying loans and obligations shall become immediately
due, payable, and collectible; and thereupon the Administrative Agent may then
or at any time thereafter, in addition to the remedies of the Administrative
Agent and the other Secured Parties set forth in the Amended and Restated
Credit Agreement and the Hollinger International Guaranty, collect

Hollinger International Pledge Agreement

7



---



##### 



from the Pledgor any payments or collections theretofore received by the
Pledgor pursuant to Section 5hereof, or sell, assign, transfer and deliver the
whole of the Collateral, or any part thereof, or additions thereto, or
substitutions therefor, in such order as the Administrative Agent may elect, at
public or private sale, at such price or prices, and upon such terms and
conditions as the Administrative Agent in its sole and absolute discretion may
determine, without demand, advertisement or notice of any kind. The Pledgor
hereby expressly waives, to the fullest extent permitted by applicable law, any
and all notices, advertisements, hearings or process of law in connection with
the exercise by the Administrative Agent of any of its rights and remedies
during the continuance of a Default. If any notification of intended
disposition of any of the Collateral is required by law, such notification, if
mailed, shall be deemed reasonably and properly given if mailed by certified or
registered mail at least twenty (20) days before such disposition, postage
prepaid, addressed to the Pledgor, either at the address of the Pledgor shown
below, or at any other address designated to the Administrative Agent in
accordance with Section 8hereof. Any proceeds of any of the Collateral may be
applied by the Administrative Agent to the payment of expenses in connection
with the Collateral, including, without limitation, reasonable attorneys fees
and legal expenses, and any balance of such proceeds may be applied by the
Administrative Agent toward the payment of such of the Liabilities, and in such
order of application, as the Administrative Agent may from time to time elect
(and, after payment in full of all Liabilities, any excess shall be delivered
to the Pledgor or as a court of competent jurisdiction shall direct).

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

7.     Termination or Release. This Agreement and the security interest
granted hereby shall terminate when all the Liabilities have been indefeasibly
paid in full and the Lenders have no further commitment to lend under the
Amended and Restated Credit Agreement. The Administrative Agent shall execute
and deliver to the Pledgor, at the Pledgors expense, all documents that the
Pledgor shall reasonably request to evidence such termination or release. Any
execution and delivery of documents pursuant to this Section 7shall be without
recourse to or warranty by the Administrative Agent. If at any time all or any
part of any payment theretofore applied by the Administrative Agent or any
other Secured Party to any of the obligations under the Facilities is or must
be rescinded or returned by the Administrative Agent or such other Secured
Party for any reason whatsoever (including, without limitation, the insolvency,
bankruptcy or reorganization of the Pledgor), such obligations shall, for the
purposes of this Agreement, to the extent that such payment is or must be
rescinded or returned, be deemed to have continued in existence,
notwithstanding such application by the Administrative

Hollinger International Pledge Agreement

8



---



##### 



Agent or such other Secured Party, and this Agreement shall continue to be
effective or be reinstated, as the case may be, as to such obligations, all as
though such application by the Administrative Agent or such other Secured Party
had not been made.

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

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

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

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

All obligations of the Pledgor and all rights, powers and remedies of the
Administrative Agent and the Secured Parties expressed herein are in addition
to all other rights, powers and

Hollinger International Pledge Agreement

9



---



##### 



remedies possessed by them, including, without limitation, those provided
by applicable law or in any other written instrument or agreement relating to
any of the Liabilities or any security therefor.

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

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

This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, and each such counterpart
shall be deemed to be an original, but all such counterparts shall together
constitute one and the same Agreement. Delivery of an executed counterpart of
a signature page to this Agreement by telecopier shall be effective as delivery
of an original executed counterpart of this Agreement.

ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED
EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT
ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT THE ADMINISTRATIVE AGENTS OPTION, IN THE COURTS OF ANY
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF THE
ADMINISTRATIVE AGENT AND THE PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS
TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF
ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH OF THE ADMINISTRATIVE AGENT AND
THE PLEDGOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY
REGISTERED MAIL, POSTAGE PREPAID, TO THE ADDRESS OF THE PLEDGOR SPECIFIED IN,
OR PURSUANT TO, THE AMENDED AND RESTATED CREDIT AGREEMENT OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. THE PLEDGOR HEREBY EXPRESSLY
AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT
THE PLEDGOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
COURT OR FROM ANY LEGAL

Hollinger International Pledge Agreement

10



---



##### 



PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, THE PLEDGOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

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

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

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

Hollinger International Pledge Agreement

11



---



##### 



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

| |  |                              |                                                 | 
| |  | ---------------------------- | ----------------------------------------------- | 
| |  | HOLLINGER INTERNATIONAL INC.
| |  |                              |                                                 | 
| |  | By:                          |                                                
| |  | Name:                        |                                                 | 
| |  | Title:                       |                                                 | 
| |  |                              |                                                 | 
| |  | Address:                     | 401 North Wabash Avenue
Chicago, Illinois 60611
| |  |                              |                                                 | 
| |  | Facsimile No.:               | (312) 321-0629                                 
| |  | Attention:                   |                                                 | 

Hollinger International Pledge Agreement



---



##### 



| |  |                                             
| |  | --------------------------------------------
| |  | WACHOVIA BANK, N.A., as
Administrative Agent
| |  |                                             

| |  |                       |  |                                                                      
| |  | --------------------- |  | ---------------------------------------------------------------------
| |  | By:                   |  |                                                                      
| |  |                       |  |                                                                      
| |  | Name:                 |  |                                                                      
| |  |                       |  |                                                                      
| |  | Title:                |  |                                                                      
| |  |                       |  |                                                                      
| |  |                       |  |                                                                      
| |  | Address:              |  | One Wachovia Center
301 South College Street
Charlotte, NC 28288-0604
| |  |                       |  |                                                                      
| |  | Facsimile:
Attention: |  | (704) 374-4092
Joe Mynatt                                            
| |  |                       |  |                                                                      
| |  |                       |  |                                                                      
| |  |                       |  |                                                                      

Hollinger International Pledge Agreement



---



##### 



SCHEDULE I
TO HOLLINGER INTERNATIONAL PLEDGE AGREEMENT

STOCK

HOLLINGER INTERNATIONAL INC.

|                                            |  |          |             |               |  |                           |  |                   |  |                 
|------------------------------------------- |  | -------- | ----------- | ------------- |  | ------------------------- |  | ----------------- |  | ----------------
|ISSUER                                      |  | Cert No. |             | No. of Shares |  | %                         |  | Total Outstanding
|                                            |  |          |             |               |  |                           |  |                  
|Hollinger International Publishing
    Inc. |  |          | 3,4,5,6,7,8 |               |  | 110 share of common stock |  | 100               |  | 110 common stock

Hollinger International Pledge
Agreement



---



##### 



SCHEDULE II

TO HOLLINGER INTERNATIONAL PLEDGE
AGREEMENT

list of all debt owing from a Restricted
Subsidiary to Hollinger International


USD unless otherwise stated


|                                      |  |        |            |          |  |  |     | 
|------------------------------------- |  | ------ | ---------- | -------- |  |  | --- | 
|Hollinger International Inc.          |  | Amount |            | Currency
|                                      |  |        |            |         
|Hollinger UK Holdings Limited         |  |        | 915,167.00 |          |  |  | USD | 
|Midwest Suburban Publishing, Inc.     |  |        | 50.00      |          |  |  | USD | 
|Pioneer Newspapers Inc.               |  |        | 50.00      |          |  |  | USD | 
|Telegraph Australian Holdings Limited |  |        | 19,276.30  |          |  |  | USD | 
|Telegraph Group Limited               |  |        | 4,105.00   |          |  |  | USD | 

Hollinger International Pledge
Agreement