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Exhibit 10.27

EXECUTION COPY

Form of Third Amended and Restated Guaranty by
Guarantors (as defined therein), Wachovia Bank, N.A. and Lenders (as defined therein)
dated as of December 23, 2002

THIRD AMENDED AND RESTATED GUARANTY

THIS THIRD AMENDED AND RESTATED GUARANTY (this Guaranty) dated as of
December 23, 2002, is made by the undersigned (collectively, the Guarantors
and each individually a Guarantor), in favor of the Secured Parties and the
Administrative Agent (each as defined below).

W I T N E S S E T H:

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

WHEREAS, each of the Guarantors executed and delivered that certain Second
Amended and Restated Guaranty, dated as of April 30, 1999, (as amended or
modified and in effect on the Amendment Effective Date, the Original
Guaranty), guarantying the obligations of the Company, Telegraph and the other
borrowers under the Existing Credit Agreement; and

WHEREAS, the Company desires to refinance the Existing Credit Extensions,
add additional borrowers thereunder and obtain a revolving loan commitment (to
include availability for revolving loans and the issuance of letters of credit)
and term loans; 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, Wachovia Bank, N.A., as administrative agent (in such capacity the
Administrative Agent, issuing bank, and security trustee for the Lenders, and
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

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

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

WHEREAS, it is in the best interests of each Guarantor to execute this
Guaranty inasmuch as such Guarantor 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 good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in order to induce the
Lenders to make the Loans, and issue or participate in Letters of Credit
(including the initial Credit Extensions) to the Borrowers pursuant to the
Amended and Restated Credit Agreement, each Guarantor agrees, for the benefit
of the Administrative Agent and the other Secured Parties, as follows:

ARTICLE I.

DEFINITIONS

SECTION 1.1. Certain Terms. The following terms (whether or not
underscored) when used in this Guaranty, including its preamble and recitals,
shall have the following meanings (such definitions to be equally applicable to
the singular and plural forms thereof):

Administrative Agent is defined in the Credit Agreement.

Amended and Restated Credit Agreement is defined in the fourth recital.

Borrowers is defined in the fourth recital.

Company is defined in the first recital.

FDTH is defined in the fourth recital.

Guaranteed Obligations is defined in Section 2.1 hereof.

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Guaranteed Obligor means each of the Borrowers, each Guarantor and, [from
and after the date upon which the 1996 Senior Subordinated Notes and the 1997
Senior Subordinated Notes are paid in full or amended in such a manner as to
not prohibit such guaranty,] Hollinger International.

Guarantor is defined in the preamble.

Guaranty is defined in the preamble.

Hedging Agreements means all agreements that are defined to be Hedging
Agreements in the Amended and Restated Credit Agreement that are entered into
between any Borrower and a Qualified Hedge Counterparty.

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

Lender is defined in the fourth recital.

Loan Documents means those agreements and other documents defined as Loan
Documents in the Amended and Restated Credit Agreement and, in addition, all
Hedging Agreements.

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

Secured Parties means the Lenders, the Issuing Bank, the Administrative
Agent and each Qualified Hedge Counterparty.

Telegraph is defined in the first recital.

SECTION 1.2. Amended and Restated Credit Agreement Definitions. Unless
otherwise defined herein or the context otherwise requires, capitalized terms
used in this Guaranty, including its preamble and recitals, have the meanings
provided in the Amended and Restated Credit Agreement.

SECTION 1.3. Subsidiary Note Acceleration. Each Guarantor which is the
maker of a Subsidiary Note pledged to the Administrative Agent for the benefit
of the Secured Parties hereby consents to acceleration of its Subsidiary Note
in accordance with the terms of Section 6(c) of the Company Pledge Agreement.

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ARTICLE II.

GUARANTY PROVISIONS

SECTION 2.1. Guaranty. (a) Each Guarantor 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 the Guaranteed Obligors to each of the
Lenders, the Issuing Bank, the Administrative Agent and each Qualified Hedge
Counterparty, 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 Amended and Restated
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 Guaranteed Obligations), and agrees to
pay any and all reasonable expenses (including, without limitation, reasonable
fees and expenses of counsel) incurred by the Administrative Agent or any other
Secured Party in enforcing any rights under this Guaranty or any other Loan
Document. Without limiting the generality of the foregoing, each Guarantors
liability shall extend to all amounts that constitute part of the Guaranteed
Obligations and would be owed by any Guaranteed Obligor to any Secured Party
under or in respect of the Loan Documents but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving such Guaranteed Obligor.

(b)  Each Guarantor, and by its acceptance of this Guaranty, the
Administrative Agent and each other Secured Party hereby confirms that it is
the intention of all such Persons that this Guaranty and the Obligations of
each Guarantor hereunder not constitute a fraudulent transfer or conveyance for
purposes of Bankruptcy Law (as hereinafter defined), the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign,
federal or state law to the extent applicable to this Guaranty and the
Obligations of each Guarantor hereunder. To effectuate the foregoing
intention, the Administrative Agent, the other Secured Parties and the
Guarantors hereby irrevocably agree that the Obligations of each Guarantor
under this Guaranty at any time shall be limited to the maximum amount as will
result in the Obligations of each Guarantor under this Guaranty not
constituting a fraudulent transfer or conveyance. For purposes hereof,
Bankruptcy Law means any proceeding of the type referred to in Section 12.1.4
of the Credit Agreement or Title 11, U.S. Code or any similar foreign, federal
or state law for the relief of debtors.

(c)  Each Guarantor hereby unconditionally and irrevocably agrees that in
the event any payment shall be required to be made to any Secured Party under
this Guaranty or any other guaranty, such Guarantor will contribute, to the
maximum extent permitted by law, such amounts to each other Guarantor and each
other guarantor so as to maximize the aggregate amount paid to the Secured
Parties under or in respect of the Loan Documents.

(d)  This Guaranty constitutes a guaranty by each 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

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demand or enforce any remedy whatsoever against any of the Guaranteed
Obligors (or any other Person) before or as a condition to the obligations of
such Guarantor hereunder.

SECTION
2.2. Acceleration of Guaranty. Each Guarantor agrees that, in the
event of any Event of Default under Section 12.1.4 of the Amended and Restated
Credit Agreement, and if such event shall occur at a time when any of the
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 Guaranteed Obligations were then due and
payable.

SECTION
2.3. Guaranty Absolute, etc. This Guaranty shall in all respects
be a continuing, absolute, unconditional and irrevocable guaranty of payment by
each Guarantor, and shall remain in full force and effect until all 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 commitments under the Facilities, all Letters of Credit,
all Hedging Agreements and any other commitments by the Administrative Agent or
any other Secured Party to the Guaranteed Obligors shall have terminated (even
if the Letters of Credit shall have been cash collateralized). Each Guarantor
guarantees that the Guaranteed Obligations shall be paid strictly in accordance
with the terms of the Amended and Restated Credit 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 Guaranty, including the guaranty
hereunder of such additional Guaranteed Obligations. The liability of each
Guarantor under this Guaranty shall be absolute, unconditional and irrevocable
irrespective of:



| |                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------
| | (a) any lack of validity, legality or enforceability of the Amended
and Restated Credit 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 Guaranteed Obligors or any other Person
(including any other guarantor) under the provisions of the Amended
and Restated Credit Agreement, any other Loan Document or
otherwise, or to join any such Person in any action against any of
the Guaranteed Obligors 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;

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 the Amended and
Restated Credit 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 Collateral or any other collateral,
or proceeds thereof, to all or any of the Guaranteed Obligations, or any
manner of sale or other disposition of any Collateral or any other
collateral for all or any of the Guaranteed Obligations or any other
Obligations of any Guaranteed Obligor under the Loan Documents or any
other assets of any Guaranteed Obligor or any of its Subsidiaries;



| |                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (h) any failure of any Secured Party to disclose to any Guaranteed
Obligor any information relating to the business, condition (financial or
otherwise), operations, performance, properties or prospects of any other
Guaranteed Obligor now or hereafter known to such Secured Party (each
Guarantor waiving any duty on the part of the Secured Parties to disclose
such information);



| |                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------
| | (i) any change, restructuring or termination of the corporate
structure or existence of any Guaranteed Obligor or any of its
Subsidiaries;



| |                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (j) the failure of any other Person to execute or deliver this
Guaranty or any other 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



| |                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (k) any other circumstances (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
Guaranteed Obligor, any surety or any other guarantor.

SECTION 2.4. Reinstatement, etc.Each Guarantor agrees that this Guaranty
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 the 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
Guaranteed Obligor, any other Person or otherwise, as though such payment had
not been made.

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SECTION 2.5. Waiver, etc.Each Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Guaranteed Obligations and this Guaranty 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 Guaranteed Obligor or any
other Person (including any other guarantor) or entity or any collateral
securing any Guaranteed Obligations.

SECTION 2.6. Waivers and Contribution.(a) 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 the Guaranteed Obligors or any other Person that arise from the
existence, payment, performance or enforcement of such Guarantors obligations
under this Guaranty 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 the Guaranteed Obligors 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 the Guaranteed Obligors or any other Person, directly or
indirectly, in cash or other property or by setoff 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
commitments under the Facilities, all Letters of Credit, all Hedging Agreements
and any other commitments by the Administrative Agent or any other Secured
Party to the Guaranteed Obligors 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.

(b)  Each Guarantor hereby unconditionally and irrevocably waives any right
to revoke this Guaranty and acknowledges that this Guaranty is continuing in
nature and applies to all Guaranteed Obligations, whether existing now or in
the future.

(c)  Each Guarantor hereby unconditionally and irrevocably waives (i) any
defense arising by reason of any claim or defense based upon an election of
remedies by any Secured Party that in any manner impairs, reduces, releases or
otherwise adversely affects the subrogation, reimbursement, exoneration,
contribution or indemnification rights or other rights to proceed against any
of the other Guaranteed Obligors, any other guarantor or any other Person or
any Collateral and (ii) any defense based on any right of setoff or
counterclaim against or in respect of the Obligations.

(d)  Each Guarantor acknowledges that the Administrative Agent may, without
notice to or demand upon and without affecting the liability under this
Guaranty, foreclose with respect to any Collateral by nonjudicial sale, and
each Guarantor hereby waives any defense to the recovery by the Administrative
Agent and the other Secured Parties of any deficiency after such nonjudicial
sale.

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(e)  Each Guarantor hereby unconditionally and irrevocably waives any duty
on the part of any Secured Party to disclose to such Guarantor any matter, fact
or thing relating to the business, condition (financial or otherwise),
operations, performance, properties or prospects of any other Guaranteed
Obligor or any of its Subsidiaries now or hereafter known by such Secured
Party.

(f)  Each Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by the Amended and
Restated Credit Agreement and that the waivers set forth in this Section are
knowingly made in contemplation of such benefits.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to make Loans and issue
or participate in Letters of Credit under the Amended and Restated Credit
Agreement, each Guarantor represents and warrants with respect to itself to the
Administrative Agent and the other Secured Parties that:

SECTION 3.1. Organization, etc.Such Guarantor is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation; such Guarantor 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 such Guarantor has full corporate power and
authority to own its property and conduct its business as presently conducted
by it.

SECTION 3.2. Authorization; No Conflict.The execution and delivery by
such Guarantor of this Guaranty and each other Loan Document to which it is
intended to be a party, and the performance by such Guarantor of its
obligations under each Loan Document to which it is intended to be a party are
within the corporate powers of such Guarantor, have been duly authorized by all
necessary corporate action on the part of such Guarantor (including any
necessary shareholder 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 such Guarantor, (b) contravene or
conflict with, or result in a breach of, any provision of the articles of
association or other organizational documents of such Guarantor or of any
agreement, indenture, instrument or other document, or any judgment, order or
decree, which is binding on such Guarantor or (c) result in, or require, the
creation or imposition of any Lien on any property of such Guarantor (other
than pursuant to the Loan Documents).

SECTION 3.3. Validity and Binding Nature.This Guaranty is, and upon the
execution and delivery thereof each other Loan Document to which such Guarantor
is intended to be a party will be, the legal, valid and binding obligation of
such Guarantor, enforceable against such Guarantor in accordance with its
terms, except that enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other

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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).

SECTION 3.4. Independent Credit Decision.Such 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 Guaranteed
Obligor 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 Guaranteed Obligor.

SECTION 3.5. Conditions Precedent.There are no conditions precedent to
the effectiveness of this Guaranty that have not been satisfied or waived.

ARTICLE IV.

INDEMNIFICATION

SECTION 4.1. General Indemnity.Without limitation on any other
Obligations of any Guarantor or remedies of the Secured Parties under this
Guaranty, each Guarantor shall, to the fullest extent permitted by law,
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
connection with or as a result of any failure of any Guaranteed Obligations to
be the legal, valid and binding obligations of any Guaranteed Obligor
enforceable against such Guaranteed Obligor in accordance with their terms.

SECTION 4.2. Additional Provision.Each Guarantor hereby also agrees that
none of the Indemnified Parties shall have any liability (whether direct or
indirect, in contract, tort or otherwise) to any of the Guarantors or any of
their respective Affiliates or any of their respective officers, directors,
employees, agents and advisors, and each Guarantor hereby agrees not to assert
any claim against any Indemnified Party 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 the
proceeds of the Advances or Letters of Credit, the Loan Documents or any other
transactions contemplated by the Loan Documents.

ARTICLE V.

SUBORDINATION

Each Guarantor hereby subordinates any and all debts, liabilities and
other Obligations owed to it by each Borrower (the Subordinated Obligations)
to the Guaranteed Obligations to the extent and in the manner hereinafter set
forth in this Article:

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SECTION 5.1. Prohibited Payments, etc.Except during the continuance of
an Event of Default or an Unmatured Event of Default (including the
commencement and continuation of any proceeding under any Bankruptcy Law
relating to any Borrower), each Guarantor may receive regularly scheduled
payments from any Borrower on account of the Subordinated Obligations. After
the occurrence and during the continuance of any Event of Default or Unmatured
Event of Default (including the commencement and continuation of any proceeding
under any Bankruptcy Law relating to any Borrower), however, unless the
Administrative Agent otherwise agrees, no Guarantor shall demand, accept or
take any action to collect any payment on account of the Subordinated
Obligations.

SECTION 5.2. Prior Payment of Guaranteed Obligations.In any proceeding
under any Bankruptcy Law relating to any Borrower, each Guarantor agrees that
the Secured Parties shall be entitled to receive payment in full in cash of all
Guaranteed Obligations (including all interest and expenses accruing after the
commencement of a proceeding under any Bankruptcy Law, whether or not
constituting an allowed claim in such proceeding (Post Petition Interest))
before such Guarantor receives payment of any Subordinated Obligations.

SECTION 5.3. Turn-Over.After the occurrence and during the continuance
of any Event of Default or Unmatured Event of Default (including the
commencement and continuation of any proceeding under any Bankruptcy Law
relating to any Borrower), each Guarantor shall, if the Administrative Agent so
requests, collect, enforce and receive payments on account of the Subordinated
Obligations as trustee for the Secured Parties and deliver such payments to the
Administrative Agent on account of the Guaranteed Obligations (including all
Post Petition Interest), together with any necessary endorsements or other
instruments of transfer, but without reducing or affecting in any manner the
liability of such Guarantor under the other provisions of this Guaranty.

SECTION 5.4. Administrative Agent Authorization.After the occurrence and
during the continuance of any Event of Default or Unmatured Event of Default
(including the commencement and continuation of any proceeding under any
Bankruptcy Law relating to any Borrower), the Administrative Agent is
authorized and empowered (but without any obligation to so do), in its
discretion, (i) in the name of each Guarantor, to collect and enforce, and to
submit claims in respect of, Subordinated Obligations and to apply any amounts
received thereon to the Guaranteed Obligations (including all Post Petition
Interest), and (ii) to require each Guarantor (A) to collect and enforce, and
to submit claims in respect of, Subordinated Obligations and (B) to pay any
amounts received on such obligations to the Administrative Agent for
application to the Guaranteed Obligations (including any and all Post Petition
Interest).

ARTICLE VI.

MISCELLANEOUS PROVISIONS

SECTION 6.1. Loan Document.This Guaranty is a Loan Document executed
pursuant to the Amended and Restated Credit Agreement and shall (unless
otherwise expressly indicated herein) be construed, administered and applied in
accordance with the terms and provisions thereof.

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SECTION 6.2. Covenants.Each Guarantor covenants and agrees that, so long
as any part of the Guaranteed Obligations shall remain unpaid, any Letter of
Credit shall be outstanding, or any Lender shall have any commitment under the
Facilities, such Guarantor will perform and observe, and cause each of its
Subsidiaries to perform and observe, all of the terms, covenants and agreements
set forth in the Loan Documents on its or their part to be performed or
observed or that any Borrower has agreed to cause each Guarantor or such
Subsidiaries to perform or observe.

SECTION 6.3. Binding on Successors, Transferees and Assigns; Assignment of
Guaranty.This Guaranty shall be binding upon each Guarantor and its
respective successors, transferees and assigns, and all references herein to
the Guaranteed Obligors and any Guarantor, respectively, shall be deemed to
include any of such Persons successor or successors, whether intermediate or
remote. Any Lender may from time to time, in accordance with Section 15.9 of
the Amended and Restated Credit Agreement, without notice to any Guarantor,
assign or transfer any or all of the Guaranteed Obligations or any interest
therein; and, notwithstanding any such assignment or transfer or any subsequent
assignment or transfer thereof, such Guaranteed Obligations shall be and remain
Guaranteed Obligations for the purpose of this Guaranty, and each and every
immediate and successive assignee or transferee of any of the Guaranteed
Obligations or of any interest therein shall, to the extent of the interest of
such assignee or transferee in the Guaranteed Obligations, be entitled to the
benefits of this Guaranty and shall be protected to the same extent as if such
assignee or transferee were a Lender.

SECTION 6.4. Amendments, etc.No amendment to or waiver of any provision
of this Guaranty, nor consent to any departure by any Guarantor herefrom, shall
in any event be effective unless the same shall be in writing and signed by the
Administrative Agent and each Guarantor, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given.

SECTION 6.5. Addresses for Notices to the Guarantors.All notices
hereunder to any Guarantor shall be in writing (including via facsimile) and
shall be sent to it at the address or facsimile number set forth below its
signature hereto or at such other address or facsimile number as may be
designated by such Guarantor in a written notice received by the Administrative
Agent. 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
received when received.

SECTION 6.6. No Waiver; Remedies; Security.In addition to, and not in
limitation of, Section 2.3and Section 2.5, no failure on the part of the
Administrative Agent or any other Secured Party to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by
law. Pursuant to the Amended and Restated Credit Agreement, (a) this Guaranty
has been delivered to the Administrative Agent and (b) the Administrative Agent
has been authorized to enforce this Guaranty on behalf of itself and each of
the other Secured Parties. All payments by any Guarantor pursuant to this
Guaranty shall be made to the Administrative Agent and applied
to costs, expenses, fees or the ratable

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benefit of the Secured Parties, as
applicable. This Guaranty is secured by various Collateral Documents delivered
by one or more of the Guarantors and reference is made to such Collateral
Documents for a description of the collateral security for this Guaranty, the
nature and extent of such Collateral and the rights of the parties in and to
such Collateral.

SECTION 6.7. Captions.Section captions used in this Guaranty are for
convenience of reference only, and shall not affect the construction of this
Guaranty.

SECTION 6.8. Setoff.In addition to, and not in limitation of, any rights
of the Administrative Agent or any other Secured Party under applicable law,
the Administrative Agent or any other Secured Party shall, upon the occurrence
of any Event of Default, have the right to appropriate and apply to the payment
of the obligations of each Guarantor owing to it hereunder, whether or not then
due, and each Guarantor hereby grants to the Administrative Agent and each of
the other Secured Parties a continuing security interest in, any and all
balances, credits, deposits, accounts or moneys of such Guarantor then or
thereafter maintained with the Administrative Agent or such other Secured Party
and any and all property of every kind or description or in the name of such
Guarantor now or hereafter, for any reason or purpose whatsoever, in the
possession or control of, or in transit to, the Administrative Agent or such
other Secured Party or any agent or bailee therefor.

SECTION 6.9. Fees and Expenses.Each Guarantor further agrees to pay all
reasonable expenses (including reasonable attorneys fees and legal expenses)
paid or incurred by the Administrative Agent or any other Secured Party in
endeavoring to collect the Guaranteed Obligations, or any part thereof, in
realizing upon or protecting any Collateral for this Guaranty, and in enforcing
this Guaranty against such Guarantor.

SECTION 6.10. Severability.Wherever possible each provision of this
Guaranty shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Guaranty shall be prohibited by or
invalid under such 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 Guaranty.

SECTION 6.11. Governing Law, Entire Agreement, Counterparts, etc. THIS
GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.This Guaranty and the other Loan Documents constitute the
entire understanding among the parties hereto with respect to the subject
matter hereof and thereof and supersede any prior agreements, written or oral,
with respect thereto. This Guaranty may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, and
each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Guaranty. Delivery of
an executed counterpart of a signature page to this Guaranty by telecopier
shall be effective as delivery of an original executed counterpart of this
Agreement. At any time after the date of this Guaranty, one or more additional
persons or entities may become parties hereto by executing and delivering to
the Administrative Agent a counterpart of this Guaranty. Immediately upon such
execution and delivery (and without any further action), each such
additional person or entity will become a party to, and will be bound by
all the terms of, this Guaranty.

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SECTION 6.12. Forum Selection and Consent to Jurisdiction. ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTY 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 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 COLLATERAL OR OTHER
PROPERTY MAY BE FOUND. EACH GUARANTOR 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 GUARANTOR HEREBY IRREVOCABLY
APPOINTS HOLLINGER INTERNATIONAL INC., 712 FIFTH AVENUE, NEW YORK, NEW YORK
10019, USA (THE PROCESS AGENT), ATTENTION: MARK KIPNIS, AS ITS AGENT TO
RECEIVE, ON ITS BEHALF AND ON BEHALF OF ITS PROPERTY, SERVICE OF COPIES OF THE
SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH
LITIGATION. SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH
PROCESS TO EACH GUARANTOR IN CARE OF THE PROCESS AGENT AT THE PROCESS AGENTS
ABOVE ADDRESS, AND EACH GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE
PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF. EACH GUARANTOR 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
GUARANTOR 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.

SECTION 6.13. Waiver of Jury Trial. EACH GUARANTOR AND, BY ACCEPTING THE
BENEFITS HEREOF, THE ADMINISTRATIVE AGENT AND EACH OTHER SECURED PARTY HEREBY
WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS GUARANTY,
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
THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED
BEFORE A COURT AND NOT A JURY.

SECTION 6.14. Taxes.All payments to be made by each Guarantor to any
person hereunder shall be made free and clear of, and without deduction for or
on account of, tax unless

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such Guarantor is required by law to make such a
payment subject to the deduction or withholding of tax, in which case the sum
payable by such Guarantor 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.

SECTION 6.15. Judgment Currency.The obligations of each Guarantor, 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 Secured Party of any sum adjudged
to be so due in the Judgment Currency, the Administrative Agent or such 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 Secured Party, each Guarantor agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Administrative Agent or
such 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 Secured Party, as the case may be, the
Administrative Agent or such Secured Party agrees to remit such excess to such
Guarantor.

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IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.



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

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

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

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| |  |                       |  |                                                
| |  | --------------------- |  | -----------------------------------------------
| |  | OKLAHOMA AIRPLANE LLC
|
| |  | By:                   |  | APAC-95 Oklahoma Holdings, Inc., its Manager   
|
| |  | By:                   |  |                                                
| |  | Name:                 |  |                                                
| |  | Title:                |  |                                                
|
| |  | Address:              |  | 401 North Wabash Avenue
Chicago, Illinois 60611
| |  | Facsimile No.:        |  | (312) 321-0629                                 
| |  |                       |  |                                                
| |  | Attention:            |  |                                                
| |  |                       |  |                                                
| |  | CST MEMBER LLC       
| |  |                       |  |                                                
| |  |                       |  |                                                
| |  | By:                   |  | Chicago Sun-Times, Inc., its Manager           
| |  |                       |  |                                                
| |  | By:                   |  |                                                
| |  | Name:                 |  |                                                
| |  | Title:                |  |                                                
| |  |                       |  |                                                
| |  | Address:              |  | 401 North Wabash Avenue
Chicago, Illinois 60611
| |  | Facsimile No.:        |  | (312) 321-0629                                 
| |  |                       |  |                                                
| |  | Attention:            |  |                                                

U.S. Subsidiary Guaranty





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| |  |                  |                                                              |                                                
| |  | ---------------- | ------------------------------------------------------------ | -----------------------------------------------
| |  | HGP, PARTNERSHIP
|
|
| |  | By:              | Hollinger International Publishing Inc., its general partner
|
| |  | By:              |                                                             
| |  | Name:            |                                                              |                                                
| |  | Title:           |                                                              |                                                
|
| |  | By:              | The Johnstown Tribune Company, its general partner          
|
| |  | By:              |                                                             
| |  | Name:            |                                                              |                                                
| |  | Title:           |                                                              |                                                
|
| |  | Address:         |                                                              | 401 North Wabash Avenue
Chicago, Illinois 60611
| |  | Facsimile No.:   |                                                              | (312) 321-0629                                 
| |  |                  |                                                              |                                                
| |  | Attention:       |                                                              |                                                

U.S. Subsidiary Guaranty





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| |  |                                                                                                                                                           
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The undersigned is executing a counterpart
of this Third Amended and Restated Guaranty
dated as of ______ , 2002, for purposes of
becoming a party hereto:

| |  |                |  |                                   
| |  | -------------- |  | ----------------------------------
| |  |               
|
| |  | By:            |  |                                   
| |  | Name:          |  |                                   
| |  | Title:         |  |                                   
|
| |  | Address:       |  | 401 North Wabash
Chicago, IL 60611
| |  | Facsimile No.: |  | (312) 321-0629                    
| |  |                |  |                                   
| |  | Attention:     |  |                                   
| |  |                |  |                                   
| |  | Date:          |  | ______ , 200_                     

U.S. Subsidiary Guaranty