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EXHIBIT 10.19

Execution Copy

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

Hollinger International Publishing Inc.

$300,000,000

9% Senior Notes due 2010

PURCHASE AGREEMENT

December 16, 2002

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

Ladies and Gentlemen:

Hollinger International Publishing Inc., a Delaware corporation (the
Company), and Hollinger International Inc., a Delaware corporation (the
Parent Guarantor), confirm their agreement with Wachovia Securities, Inc.
(the Initial Purchaser) on the terms set forth herein.

1.     Notes. The Company proposes to issue and sell to the Initial Purchaser
$300,000,000 principal amount of its 9% Senior Notes due 2010 (the Notes),
guaranteed on a senior basis by the Parent Guarantor (the Note Guarantee).
The Notes are to be issued under an indenture (the Indenture) to be dated as
of the Closing Date (as defined in Section 3 hereof) among the Company, the
Parent Guarantor and Wachovia Trust Company, National Association, as trustee
(the Trustee). This Agreement, the Registration Rights Agreement dated the
date hereof among the Initial Purchaser, the Company and the Parent Guarantor
(the Registration Rights Agreement) and the Indenture are hereinafter
collectively referred to as the Transaction Documents and the execution and
delivery of the Transaction Documents and the transactions contemplated herein
and therein are hereinafter referred to as the Note Transactions.

The offer and sale of the Notes to the Initial Purchaser will be made
without registration of the Notes (and the Note Guarantee) under the Securities
Act of 1933, as amended (the Securities Act), in reliance upon certain
exemptions from the registration requirements of the Securities Act. The
Initial Purchaser has advised the Company and the Parent Guarantor that it will
offer and sell the Notes purchased by it hereunder in accordance with Section 4
hereof as soon as it deems advisable.

In connection with the sale of the Notes, the Company has prepared a
preliminary offering memorandum, dated December 10, 2002 (the Preliminary
Memorandum), and a final offering memorandum, dated the date hereof (the
Final Memorandum). Each of the Preliminary Memorandum and the Final
Memorandum sets forth certain information concerning the Company, the Notes,
the Transaction Documents and the Note Transactions. As used herein, the term
Preliminary Memorandum and Final Memorandum shall include in each case the
documents incorporated by reference therein. The Company hereby confirms that
it has





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authorized the use of the Preliminary Memorandum and the Final Memorandum,
and any amendment or supplement thereto, in connection with the offer and sale
of the Notes by the Initial Purchaser. Unless stated to the contrary, all
references herein to the Final Memorandum are to the Final Memorandum as of the
date hereof (the Execution Date) and are not meant to include any amendment
or supplement, or any information incorporated by reference therein, subsequent
to the Execution Date.

2.     Representations and Warranties of the Company and the Parent Guarantor.
The Company and the Parent Guarantor jointly and severally represent and
warrant to, and agree with, the Initial Purchaser that:

(a)  The Preliminary Memorandum, at the date thereof, did not contain any
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. The Final Memorandum, at the date
hereof, does not and at the Closing Date will not (and any amendment or
supplement thereto, at the date thereof and at the Closing Date, will not),
contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; provided, however, that the Company
makes no representations or warranties as to the information contained in or
omitted from the Preliminary Memorandum or the Final Memorandum (or any
amendment or supplement thereto) in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of the Initial
Purchaser specifically for inclusion therein, as specified in Section 11.

(b)  Each of the Company, the Parent Guarantor and their direct and
indirect subsidiaries has been duly organized and each is validly existing
under the laws of the jurisdiction in which it is chartered or organized. Each
of the Company, the Parent Guarantor and their direct and indirect subsidiaries
organized in the United States is in good standing under the laws of the
jurisdiction in which it is chartered or organized and is duly qualified to do
business as a foreign corporation (or, if applicable, partnership or limited
liability company) under the laws of each jurisdiction which requires such
qualification wherein it owns or leases material properties or conducts
material business, except in such jurisdictions in which the failure to be so
incorporated or organized and validly existing or to so qualify, in the
aggregate, would not have a Material Adverse Effect. Material Adverse Effect
shall mean a material adverse change in or effect on the business, condition
(financial or otherwise), properties, net worth, results of operations or
prospects, whether or not in the ordinary course of business, of the Company,
the Parent Guarantor and their direct and indirect subsidiaries, considered as
one enterprise.

(c)  Each of the Company, the Parent Guarantor and their direct and
indirect subsidiaries has full corporate (or, if applicable, partnership or
limited liability company) power to own or lease their respective properties
and conduct their respective businesses as described in the Final Memorandum;
and each of the Company and the Parent Guarantor has full corporate power to
enter into the Transaction Documents and to carry out all the terms and
provisions hereof and thereof to be carried out by it.

(d)  Each of the Company and the Parent Guarantor has an authorized, issued
and

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outstanding capitalization as set forth in the Final Memorandum. All of
the issued shares of capital stock of the Company and the Parent Guarantor have
been duly authorized and validly issued and are fully paid and nonassessable.

(e)  The issued shares of capital stock of each of the Companys direct and
indirect subsidiaries have been duly authorized and validly issued, are fully
paid and nonassessable and, except as otherwise set forth in the Final
Memorandum, (i) in the case of shares of material subsidiaries, are owned of
record and beneficially by the Company, either directly or through wholly-owned
subsidiaries, and (ii) all such shares are free and clear of any pledge, lien,
encumbrance, security interest, restriction on voting or transfer, preemptive
rights or other defect in title or any claim of any third party, except as
provided by the Senior Credit Facility (as defined in the Final Memorandum) or
as described in the Final Memorandum.

(f)  No direct or indirect subsidiary of the Company is prohibited,
directly or indirectly, from paying any dividends to the Company, from making
any other distribution on such subsidiarys capital stock, from repaying to the
Company any loans or advances to such subsidiary from the Company or from
transferring any of such subsidiarys property or assets to the Company or any
other subsidiary of the Company, except as provided by applicable laws or
regulations, by the Indenture, by the Senior Credit Facility or as described in
or contemplated by the Final Memorandum.

(g)  There are no outstanding (i) securities or obligations of the Company
convertible into or exchangeable for any capital stock of the Company, (ii)
warrants, rights or options to subscribe for or purchase from the Company, any
such capital stock or any such convertible or exchangeable securities or
obligations or (iii) obligations of the Company to issue such shares, any such
convertible or exchangeable securities or obligations, or any such warrants,
rights or options.

(h)  KPMG LLP, who has certified certain financial statements included in
the Final Memorandum and delivered its reports with respect to the audited
consolidated financial statements and schedules in the Final Memorandum, is an
independent public accountant with respect to the Company and the Parent
Guarantor within the meaning of the Securities Act and the applicable rules and
regulations thereunder.

(i) The consolidated financial statements (including the notes thereto) of
the Parent Guarantor and the Publishing  Restricted Group included in the
Final Memorandum fairly present in all material respects the financial position
of the Parent Guarantor and the Publishing  Restricted Group and their
results of operations as of the dates and for the periods specified therein;
since the date of the latest of such financial statements, there has been no
change nor any development or event involving a prospective change which has
had or could reasonably be expected to have a Material Adverse Effect; such
financial statements have been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods involved
(except as otherwise expressly noted in the notes thereto or elsewhere in the
Final Memorandum); and the other financial and statistical information and data
included in the Final Memorandum are accurately presented and, in the case of
financial information and data, prepared on a basis consistent with such
financial statements and/or the books and records of the Company, the Parent
Guarantor and their subsidiaries.

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(j)  Each of the Company, the Parent Guarantor and their direct and
indirect subsidiaries maintains a system of internal accounting controls
sufficient to provide reasonable assurances that (i) transactions are executed
in accordance with managements general or specific authorizations; (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain asset accountability; (iii) access to assets is permitted only in
accordance with managements general or specific authorization; and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

(k)  The Transaction Documents have been duly authorized by all necessary
corporate action of the Company and the Parent Guarantor and, when duly
executed and delivered by the Company and the Parent Guarantor and, as the case
may be, by the Trustee, will constitute legal, valid and binding obligations of
the Company and the Parent Guarantor, enforceable against the Company and the
Parent Guarantor in accordance with their terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or similar laws affecting enforcement of creditors rights generally
and except as enforcement thereof is subject to general principles of equity.

(l)  The Indenture conforms in all material respects to the requirements of
the Trust Indenture Act of 1939, as amended (the TIA) and to the rules and
regulations of the Securities and Exchange Commission (the Commission)
applicable to an indenture that is qualified thereunder.

(m)  The Notes and the Note Guarantee have been duly authorized by all
necessary corporate action for issuance and sale pursuant to this Agreement
and, when executed, authenticated, issued and delivered in the manner provided
for in the Indenture and sold and paid for as provided in this Agreement, the
Notes and the Note Guarantee will constitute legal, valid and binding
obligations of the Company and the Parent Guarantor, respectively, entitled to
the benefits of the Indenture and enforceable against the Company and the
Parent Guarantor in accordance with their terms and the terms of the Indenture,
except as the enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws affecting enforcement of creditors
rights generally and except as enforcement thereof is subject to general
principles of equity.

(n)  The issuance, offering and sale of the Notes to the Initial Purchaser
by the Company pursuant to this Agreement and the compliance by the Company and
the Parent Guarantor with the other provisions of the Transaction Documents
herein and therein set forth do not (i) require the consent, approval,
authorization, order, registration or qualification of, or filing with, any
governmental authority or court, or body or arbitrator having jurisdiction over
the Company or the Parent Guarantor, or (ii) conflict with, result in a breach
or violation of, or constitute a default under (A) any indenture, mortgage,
deed of trust or loan agreement, (B) any material agreement or material
instrument to which the Company, the Parent Guarantor or any of their direct or
indirect subsidiaries is a party or by which the Company, the Parent Guarantor
or any of their subsidiaries or any of their respective properties is bound,
except for those the

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conflict, breach, violation or default of which would not result in a
Material Adverse Effect, (C) the charter or by-laws of the Company, the Parent
Guarantor or any of their subsidiaries, or (D) any statute, rule or regulation
or any judgment, order or decree of any governmental authority or court or any
arbitrator applicable to the Company, the Parent Guarantor or any of their
subsidiaries, except for any statute, rule or regulation or any judgment, order
or decree of any governmental authority or court or any arbitrator the
noncompliance with which would not result in a Material Adverse Effect or
materially and adversely affect the consummation by the Company or the Parent
Guarantor of the Note Transactions.

(o)  No legal or governmental proceedings or investigations are pending or
threatened to which the Company, the Parent Guarantor or any of their direct
and indirect subsidiaries is a party or to which the property of the Company,
the Parent Guarantor or any of their subsidiaries is subject that are not
described in the Preliminary Memorandum or the Final Memorandum, except for
such proceedings or investigations that, if the subject of an unfavorable
decision, ruling or finding, would not, singly or in the aggregate, result in a
Material Adverse Effect or materially and adversely affect the consummation of
the Note Transactions.

(p)  Except for information required to be disclosed pursuant to Items 402
and 403 of Regulation S-K under the Securities Act, no relationship, direct or
indirect, exists between or among the Company, the Parent Guarantor or any of
their direct or indirect subsidiaries, on the one hand, and the directors,
officers, shareholders, customers or suppliers of the Company, the Parent
Guarantor or any of their subsidiaries on the other hand, that would be
required by the Securities Act to be described in a prospectus were the Notes
being issued and sold in a public offering, that is not described in the
Preliminary Memorandum and the Final Memorandum.

(q)  None of the Company or the Parent Guarantor is now nor after giving
effect to the issuance of the Notes and the execution, delivery and performance
of the Transaction Documents and the consummation of the Note Transactions,
will be (i) insolvent, (ii) left with unreasonably small capital with which to
engage in its anticipated businesses or (iii) incurring debts or other
obligations beyond its ability to pay such debts or obligations as they become
due.

(r)  Neither the Company nor the Parent Guarantor has distributed and,
prior to the later of (i) the Closing Date and (ii) the completion of the
distribution of the Notes, will distribute any offering material in connection
with the offering and sale of the Notes other than the Preliminary Memorandum,
the Final Memorandum or any amendment or supplement thereto.

(s)  Each of the Company, the Parent Guarantor and their direct and
indirect subsidiaries has good and marketable title in fee simple to all items
of real property and marketable title to all personal property owned by each of
them, in each case except as provided by the Senior Credit Facility or as set
forth in the Final Memorandum, free and clear of any pledge, lien, encumbrance,
security interest or other defect or claim of any third party, except such as
do not have a Material Adverse Effect. Any leased real property held by the
Company, the Parent Guarantor or their subsidiaries is held under valid,
subsisting and enforceable leases, with such exceptions as do not have a
Material Adverse Effect.

(t)  No prohibited transaction (as defined in Section 406 of the Employee
Retirement Income Security Act of 1974, as amended, including the regulations
and published

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interpretations thereunder (ERISA), or Section 4975 of the Internal
Revenue Code of 1986, as amended from time to time (the Code)) or
accumulated funding deficiency (as defined in Section 302 of ERISA) or any of
the events set forth in Section 4043(c) of ERISA (other than events with
respect to which the 30-day notice requirement under Section 4043 of ERISA has
been waived) has occurred, exists or is reasonably expected to occur with
respect to any employee benefit plan (as defined in Section 3(3) of ERISA)
which the Company or any of the Companys direct or indirect subsidiaries
maintains, contributes to or has any obligation to contribute to, or with
respect to which the Company or any of the Companys direct or indirect
subsidiaries has any liability, direct or indirect, contingent or otherwise (a
Plan) which would have a Material Adverse Effect; each Plan is in compliance
in all material respects with applicable law, including ERISA and the Code; the
Company and the Companys direct or indirect subsidiaries have not incurred and
do not expect to incur liability under Title IV of ERISA with respect to the
termination of, or withdrawal from, any Plan; and each Plan that is intended to
be qualified under Section 401(a) of the Code is so qualified in all material
respects and nothing has occurred, whether by action or failure to act, which
could reasonably be expected to cause the loss of such qualification. No labor
dispute with the employees of the Company or any of its direct and indirect
subsidiaries exists or is threatened or imminent which could result in a
Material Adverse Effect.

(u)  No proceeding looking toward merger, consolidation, liquidation or
dissolution of the Company or the Parent Guarantor, or the sale of all or
substantially all of the assets of the Company, the Parent Guarantor or their
subsidiaries is pending or contemplated.

(v)  Each of the Company, the Parent Guarantor and their direct and
indirect subsidiaries owns or otherwise possesses adequate rights to use all
material patents, trademarks, service marks, trade names and copyrights,
licenses, all applications and registrations for each of the foregoing, and all
other material proprietary rights and confidential information necessary to
conduct their respective businesses as currently conducted; and none of the
Company, the Parent Guarantor and any of their direct or indirect subsidiaries
has received any notice, or is otherwise aware, of any infringement of or
conflict with the rights of any third party with respect to any of the
foregoing which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would result in a Material Adverse Effect.

(w)  Each of the Company, the Parent Guarantor and their direct and
indirect subsidiaries is insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts and with such
deductibles as are prudent in the businesses in which they are engaged, except
where the failure to have such would not have a Material Adverse Effect; and
none of the Company, the Parent Guarantor and any such subsidiary has any
reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business at a cost that
would not have a Material Adverse Effect.

(x)  Each of the Company, the Parent Guarantor and their direct and
indirect subsidiaries possesses all certificates, authorizations and permits
issued by the appropriate federal, state or foreign regulatory authorities
necessary to conduct their respective businesses, except where the failure to
have such would not have a Material Adverse Effect, and none of the Company,
the Parent Guarantor and any such subsidiary has received any notice of
proceedings

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relating to the revocation or modification of any such certificate,
authorization or permit which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would result in a Material Adverse
Effect.

(y)  Environmental Matters:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Each of the Company, the Parent Guarantor and their direct and
indirect subsidiaries is and has been in compliance with all applicable
laws, statutes, ordinances, rules, regulations, orders, judgments,
decisions, decrees, standards, and requirements (Legal Requirements)
relating to: human health and safety; pollution; management, disposal or
release of any chemical substance, product or waste; and protection,
cleanup, remediation or corrective action relating to the environment or
natural resources (Environmental Law);



| |                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) Each of the Company, the Parent Guarantor and their direct and
indirect subsidiaries has obtained and is in compliance with the
conditions of all permits, authorizations, licenses, approvals, and
variances necessary under any Environmental Law for the continued conduct
in the manner now conducted of the business of each of the Company and
any such subsidiary (Environmental Permits);



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) There are no past or present conditions or circumstances,
including but not limited to pending changes in any Environmental Law or
Environmental Permits, that are likely to interfere with the conduct of
the business of each of the Company, the Parent Guarantor and their
direct and indirect subsidiaries in the manner now conducted or which
would interfere with compliance with any Environmental Law or
Environmental Permits; and



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) There are no past or present conditions or circumstances at, or
arising out of, the business, assets and properties of each of the
Company, the Parent Guarantor and their direct and indirect subsidiaries
or any businesses, assets or properties formerly leased, operated or
owned by each of the Company, the Parent Guarantor and any such
subsidiary, including but not limited to on-site or off-site disposal or
release of any chemical substance, product or waste, which may give rise
to: (i) liabilities or obligations for any cleanup, remediation or
corrective action under any Environmental Law; (ii) claims arising under
any Environmental Law for personal injury, property damage, or damage to
natural resources; (iii) liabilities or obligations incurred by the
Company, the Parent Guarantor and any such subsidiary to comply with any
Environmental Law; or (iv) fines or penalties arising under any
Environmental Law;

except in each case for any noncompliance or conditions or circumstances that,
singly or in the aggregate, would not result in a Material Adverse Effect.

(z)  No default exists, and no event has occurred that, with notice or
lapse of time or both, would constitute a default in the due performance and
observation of any term, covenant or condition of any indenture, mortgage, deed
of trust, lease or other agreement or instrument to which each of the Company,
the Parent Guarantor and any of their direct and indirect subsidiaries is a
party or by which the Company, the Parent Guarantor and any such subsidiary,

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or any of their respective properties, is bound which would have or which,
after notice or lapse of time or both, would have a Material Adverse Effect.

(aa)  Each of the Company, the Parent Guarantor and their direct and
indirect subsidiaries has filed all foreign, federal, state and local tax
returns that are required to be filed or have requested extensions thereof and
have paid all taxes required to be paid by them and any other assessment, fine
or penalty levied against them, to the extent that any of the foregoing is due
and payable, except for any such assessment, fine or penalty that is currently
being contested in good faith and for which the Company and the Parent
Guarantor retains adequate reserves and except in each case for any
noncompliance that, singly or in the aggregate, would not result in a Material
Adverse Effect.

(bb)  Neither the Company nor the Parent Guarantor is, nor after giving
effect to the sale of the Notes and the application of the proceeds thereof as
described in the Final Memorandum, will be an investment company, or a
company controlled by an investment company, within the meaning of the
Investment Company Act of 1940, as amended (the Investment Company Act),
without taking account of any exemption arising out of the number of holders of
the securities of the Company.

(cc)  None of the Company, the Parent Guarantor, any of their Affiliates
(as defined in Rule 501(b) of Regulation D under the Securities Act
(Regulation D)), and any person acting on its or their behalf (other than the
Initial Purchaser and its agents, as to which the Company makes no
representation or warranty) has, directly or indirectly, made offers or sales
of any security, or solicited offers to buy any security, under circumstances
that would require the registration of the Notes under the Securities Act.

(dd)  None of the Company, the Parent Guarantor, any of their Affiliates,
and any person acting on its or their behalf (other than the Initial Purchaser
and its agents, as to which the Company makes no representation or warranty)
has engaged in any form of general solicitation or general advertising (within
the meaning of Regulation D) in connection with any offer or sale of the Notes
in the United States.

(ee)  None of the Company, the Parent Guarantor, any of their Affiliates
and any person acting on its or their behalf (other than the Initial Purchaser
and its agents, as to which the Company makes no representation or warranty)
has engaged in any directed selling efforts with respect to the Notes, and each
of them has complied with the offering restrictions requirement of Regulation S
under the Securities Act (Regulation S). Terms used in this paragraph have
the meanings given to them by Regulation S.

(ff) None of the Company, the Parent Guarantor and any of their Affiliates
has taken, directly or indirectly, any action designed to cause or result in,
or which has constituted or which might reasonably be expected to cause or
result in, stabilization or manipulation of the price of any security of the
Company or the Parent Guarantor to facilitate the sale or resale of the Notes;
nor has the Company, the Parent Guarantor or any of their Affiliates paid or
agreed to pay to any person any compensation for soliciting another to purchase
any securities of the Company or the Parent Guarantor (except as contemplated
by this Agreement) to facilitate the sale or resale of the Notes.

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(gg)  The Notes satisfy the eligibility requirements of Rule 144A(d)(3)
under the Securities Act.

(hh)  Assuming the accuracy of the representations and warranties of the
Initial Purchaser in Section 4 hereof and compliance by the Initial Purchaser
with the procedures set forth in Section 4 hereof, it is not necessary in
connection with the offer, sale and delivery of the Notes to the Initial
Purchaser in the manner contemplated by this Agreement, the Preliminary
Memorandum and the Final Memorandum to register any of the Notes or the Note
Guarantee under the Securities Act or to qualify the Indenture under the Trust
Indenture Act.

Each certificate signed by any officer of the Company or the Parent
Guarantor and delivered to the Initial Purchaser or its counsel shall be deemed
to be a representation and warranty by the Company or the Parent Guarantor, as
the case may be, to the Initial Purchaser as to the matters covered thereby.

3.     Purchase, Sale and Delivery of the Notes. On the basis of the
representations, warranties, agreements and covenants herein contained and
subject to the terms and conditions herein set forth, the Company agrees to
issue and sell $300,000,000 principal amount of Notes, and the Initial
Purchaser agrees to purchase from the Company the principal amount of Notes set
forth opposite its name in Schedule 1 hereto at a purchase price equal to
97.25% of the principal amount thereof. One or more certificates in definitive
form or global form, as instructed by the Initial Purchaser, and in such
denomination or denominations and registered in such name or names as the
Initial Purchaser requests upon notice to the Company at least 48 hours prior
to the Closing Date, shall be delivered by or on behalf of the Company to the
Initial Purchaser for the account of the Initial Purchaser, against payment by
or on behalf of the Initial Purchaser of the purchase price therefor by wire
transfer in same-day funds to the Company. Such delivery of and payment for
the Notes shall be made at 10:00 A.M., New York City time, on December 23,
2002, or at such other time or date as the Initial Purchaser and the Company
may agree upon, such time and date of delivery against payment being herein
referred to as the Closing Date. The Company will make such certificate or
certificates for the Notes available for checking by the Initial Purchaser at
the New York offices of Shearman & Sterling (Counsel for the Initial
Purchaser) at least 24 hours prior to the Closing Date.

4.     Offering of the Notes and the Initial Purchasers Representations and
Warranties. The Initial Purchaser represents and warrants to and agrees with
the Company that:

(a)  It is an accredited investor (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act).

(b) It (and any person acting on its behalf) has not offered or sold, and
it (and any person acting on its behalf) will not offer or sell, any Notes
except (i) to those it reasonably believes to be qualified institutional buyers
(as defined in Rule 144A under the Securities Act) (QIBs) in transactions
meeting the requirements of Rule 144A, or (ii) in accordance with the
restrictions set forth in Regulation S. In connection with each sale pursuant
to clause (i) above, the Initial Purchaser (and any person acting on its
behalf) has taken or will take reasonable steps to ensure that the purchaser of
such Notes is aware that such sale is being made in reliance upon Rule 144A.

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(c)  Neither it nor any person acting on its behalf has made or will make
offers or sales of the Notes other than in accordance with Rule 144A or
Regulation S and therefore not by means of any form of general solicitation or
general advertising (within the meaning of Regulation D).

(d)  At or prior to the confirmation of any sale of any Notes sold in
reliance on Regulation S, it (and any person acting on its behalf) will have
sent to each distributor, dealer or other person receiving a selling
concession, fee or other remuneration that purchases Notes from it during the
restricted period (as defined in Regulation S) a confirmation or notice
substantially to the following effect:

The Notes covered hereby have not been registered under the U.S.
Securities Act of 1933, as amended (the Securities Act), and may not be
offered or sold within the United States, or to or for the account or benefit
of U.S. persons, (i) as part of their distribution at any time; or (ii)
otherwise until 40 days after the later of the commencement of the offering of
the Notes and the Closing Date, except in either case in accordance with
Regulation S or Rule 144A under the Securities Act. Terms used above have the
meanings given to them by Regulation S.

(e)  (i) It has not offered or sold and, prior to the expiration of a
period of six months from the closing of the offering of the Notes, will not
offer or sell any Notes to persons in the United Kingdom except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will not
result in an offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulation 1995 (as amended); (ii) it has only
communicated or caused to be communicated and will only communicate or cause to
be communicated any invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act
2000 (the FMSA)) received by it in connection with the issue or sale of any
Notes in circumstances in which section 21(1) of the FSMA does not apply to the
Company; and (iii) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in relation to the
Notes in, from or otherwise involving the United Kingdom.

5.     Covenants of the Company and the Parent Guarantor. The Company and the
Parent Guarantor, jointly and severally, covenant and agree with the Initial
Purchaser that:

(a)  The Company will furnish to the Initial Purchaser and to Counsel for
the Initial Purchaser as soon as reasonably possible, without charge, during
the period referred to in paragraph (c) below, as many copies of the Final
Memorandum and any amendments and supplements thereto as they reasonably may
request. The Company will pay the expenses of printing or other production of
all documents relating to the offering of the Notes and will reimburse the
Initial Purchaser for payment of the required PORTAL (as defined below) filing
fee.

(b)  Prior to the completion of the distribution of the Notes by the
Initial Purchaser, the Company will not make any amendment or supplement to the
Final Memorandum to which the Initial Purchaser reasonably objects.

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(c)  At any time prior to the completion of the distribution of the Notes
by the Initial Purchaser, if any event occurs as a result of which the Final
Memorandum, as then amended or supplemented, would include any untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, or if it should be necessary to amend or supplement the Final
Memorandum to comply with applicable law, the Company will promptly (i) notify
the Initial Purchaser of the same; (ii) subject to the requirements of
paragraph (b) of this Section 5, prepare and provide to the Initial Purchaser
pursuant to paragraph (a) of this Section 5, an amendment or supplement that
will correct such statement or omission or effect such compliance; and (iii)
supply any supplemented or amended Final Memorandum to the Initial Purchaser
and Counsel for the Initial Purchaser without charge in such quantities as may
be reasonably requested.

(d)  The Company will (i) qualify the Notes and the Note Guarantee for sale
by the Initial Purchaser under the laws of such jurisdictions as the Initial
Purchaser may designate and (ii) will maintain such qualifications for so long
as required for the sale of the Notes by the Initial Purchaser;
provided, that
the Company will not be required to qualify to do business in any jurisdiction
in which it is not then so qualified, to file any general consent to service of
process or to take any other action which would subject it to general service
of process or to taxation in any such jurisdiction where it is not then so
subject and the Company will not be obligated to file a registration statement
or a prospectus, except as contemplated by the Registration Rights Agreement,
or to take any similar action in any jurisdiction. The Company will promptly
advise the Initial Purchaser of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Notes for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose.

(e)  At any time prior to the completion of the distribution of the Notes
by the Initial Purchaser; (1) the Company, whenever it, the Parent Guarantor or
any of their subsidiaries publishes or makes available to the public (by filing
with any regulatory authority or securities exchange or by publishing a press
release or otherwise) any information that would reasonably be expected to be
material in the context of the issuance of the Notes under this Agreement,
shall promptly notify the Initial Purchaser as to the nature of such
information or event; (2) the Company will likewise notify the Initial
Purchaser of (i) any decrease in the rating of the Notes or any other debt
securities of the Company or the Parent Guarantor by any nationally recognized
statistical rating organization (as defined in Rule 436(g)(2) under the
Securities Act) or (ii) any notice or public announcement given of any intended
or potential decrease in any such rating or that any such securities rating
agency has under surveillance or review, with possible negative implications,
its rating of the Notes, as soon as the Company becomes aware of any such
decrease, notice or public announcement; and (3) the Company will also deliver
to the Initial Purchaser, as soon as available and without request, copies of
its and the Parent Guarantors yearly and quarterly filings under the
Securities Exchange Act of 1934 (the Exchange Act).

(f)  The Company will not, and will not permit any of its Affiliates to,
resell any of the Notes that have been acquired by any of them, other than
pursuant to an effective registration statement under the Securities Act or in
accordance with Rule 144 under the Securities Act.

(g)  Except as contemplated in the Registration Rights Agreement, none of the

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Company or any of its Affiliates, nor any person acting on its or their
behalf (other than the Initial Purchaser or any of its Affiliates, as to whom
the Company makes no covenant) will, directly or indirectly, make offers or
sales of any security, or solicit offers to buy any security, under
circumstances that would require the registration of the Notes under the
Securities Act.

(h)  None of the Company or any of its Affiliates, nor any person acting on
its or their behalf (other than the Initial Purchaser or any of its Affiliates,
as to whom the Company makes no covenant) will engage in any form of general
solicitation or general advertising (within the meaning of Regulation D) in
connection with any offer or sale of the Notes.

(i)  So long as any of the Notes are restricted securities within the
meaning of Rule 144(a)(3) under the Securities Act, at any time that the
Company is not then subject to Section 13 or 15(d) of the Exchange Act, the
Company will provide at its expense to each holder of the Notes and to each
prospective purchaser (as designated by such holder) of the Notes, upon the
request of such holder or prospective purchaser, any information required to be
provided by Rule 144A(d)(4) under the Securities Act. (This covenant is
intended to be for the benefit of the holders, and the prospective purchasers
designated by such holders from time to time, of the Notes.)

(j)  The Company will use its best efforts to cause the Notes to be
designated Private Offerings, Resales and Trading through Automated Linkages
(PORTAL) market securities in accordance with the rules and regulations
adopted by the National Association of Securities Dealers, Inc. relating to
trading in PORTAL and to be eligible for clearance and settlement through DTC.

(k)  The Company will apply the net proceeds from the sale of the Notes as
set forth under Use of Proceeds in the Final Memorandum.

(l)  Until completion of the distribution, neither the Company nor any of
its Affiliates will take, directly or indirectly, any action designed to cause
or result in, or which has constituted or which might reasonably be expected to
cause or result in, stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Notes.

(m)  The Company will not, directly or indirectly, offer, sell, grant any
option to purchase or otherwise dispose of any debt securities of the Company
(other than the Notes offered pursuant to this Agreement) for a period of 180
days after the date hereof, without the prior written consent of Wachovia
Securities, Inc., such consent not to be unreasonably withheld.

(n)  Neither the Company nor any of its Affiliates, nor any person acting
on its or their behalf (other than the Initial Purchaser or its agents, as to
which the Company makes no covenant) will engage in any directed selling
efforts with respect to the Notes, and each of them will comply with the
offering restrictions requirement of Regulation S. Terms used in this
paragraph have the meanings given them by Regulation S.

(o)  Each Note will bear a legend substantially to the following effect
until such legend shall no longer be necessary or advisable because the Notes
are no longer subject to the restrictions on transfer described therein:

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE SECURITIES ACT), AND ACCORDINGLY, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER, OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF, THE SECURITIES ACT, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
JURISDICTION AND IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS CONTAINED
IN THE INDENTURE UNDER WHICH THIS NOTE WAS ISSUED.

6.     Expenses. The Company will pay all costs and expenses incident to the
performance of the obligations of the Company under this Agreement, whether or
not the Note Transactions are consummated or this Agreement is terminated
pursuant to Section 10 hereof, including all costs and expenses incident to (i)
the printing or other production of documents with respect to the Note
Transactions, including any costs of printing the Preliminary Memorandum and
Final Memorandum and any amendment or supplement thereto, this Agreement and
any blue sky memoranda; (ii) all arrangements relating to the delivery to the
Initial Purchaser of copies of the foregoing documents; (iii) the fees and
disbursements of the counsel, the accountants, the Trustee and any other
experts or advisors retained by the Company; (iv) preparation, issuance and
delivery to the Initial Purchaser of any certificates evidencing the Notes; (v)
the qualification of the Notes under state securities and blue sky laws, and
the maintenance of such qualifications, including filing fees and fees and
disbursements of counsel for the Initial Purchaser relating thereto; (vi) the
fees and expenses, if any, incurred in connection with the admission of the
Notes for trading in the PORTAL market; and (vii) the fees of any agency that
rates the Notes. If the sale of the Notes provided for herein is not
consummated because any condition to the obligations of the Initial Purchaser
set forth in Section 7 hereof is not satisfied, because this Agreement is
terminated pursuant to Section 10(a) hereof or because of any failure, refusal
or inability on the part of the Company or the Parent Guarantor to perform all
obligations and satisfy all conditions on their part to be performed or
satisfied hereunder other than by reason of a default by the Initial Purchaser,
the Company will reimburse the Initial Purchaser upon demand for all reasonable
out-of-pocket expenses (including counsel fees and disbursements) that shall
have been incurred by them in connection with the proposed purchase and sale of
the Notes. The Company shall not in any event be liable to the Initial
Purchaser for the loss of anticipated profits from the transactions covered by
this Agreement.

7.     Conditions to the Initial Purchasers Obligations. The obligations of
the Initial Purchaser to purchase and pay for the Notes shall be subject to the
accuracy of the representations and warranties of the Company and the Parent
Guarantor in Section 2 hereof, in each case as of the Execution Date and as of
the Closing Date, as if made on and as of the Closing Date, to the accuracy of
the statements of the officers of the Company and the Parent Guarantor made
pursuant to the provisions hereof, to the performance by the Company and the
Parent Guarantor of their covenants and agreements hereunder and to the
following additional conditions:

(a)  The Initial Purchaser shall have received an opinion, dated the
Closing Date, of (i) the general counsel for the Company and the Parent
Guarantor, and (ii) Torys LLP, special counsel for the Company and the Parent
Guarantor, in each case in form and substance

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satisfactory to the Initial Purchaser, to the effect set forth in Exhibit A-1 and Exhibit A-2 hereto.

(b)  The Initial Purchaser shall have received an opinion, dated the
Closing Date, of Stikeman Elliott, U.K. counsel for the Company and the Parent
Guarantor, in form and substance satisfactory to the Initial Purchaser, to the
effect set forth in Exhibit B hereto.

(c)  The Initial Purchaser shall have received an opinion, dated the
Closing Date, of Counsel for the Initial Purchaser, with respect to the
issuance and sale of the Notes and such other related matters as the Initial
Purchaser may reasonably require, and the Company shall have furnished to such
counsel such documents as it may reasonably request for the purpose of enabling
it to pass upon such matters.

(d)  The Initial Purchaser shall have received a comfort letter from KPMG
LLP, the independent public accountant for the Company and the Parent
Guarantor, dated as of the date hereof, addressed to the Initial Purchaser and
in form and substance satisfactory to the Initial Purchaser and Counsel for the
Initial Purchaser. In addition, the Initial Purchaser shall have received a
bring-down comfort letter from KPMG LLP, dated as of the Closing Date,
addressed to the Initial Purchaser and in form and substance satisfactory to
the Initial Purchaser and Counsel for the Initial Purchaser. References to the
Final Memorandum in this paragraph (d) with respect to either letter referred
to above shall include any amendment or supplement thereto at the date of such
letter.

(e)  The Senior Credit Facility, with terms substantially the same as those
described in the Final Memorandum, shall have been executed and delivered by
the parties thereto, and the closing conditions to the initial borrowings
thereunder shall have been satisfied.

(f)  The Initial Purchaser shall have received a certificate, dated the
Closing Date, of the Chief Executive Officer and the Chief Financial Officer of
each of the Company and the Parent Guarantor to the effect that:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the representations and warranties of the Company and the Parent
Guarantor in this Agreement are true and correct as if made on and as of
the Closing Date; the Final Memorandum, as amended or supplemented as of
the Closing Date, does not include any untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which they were
made, not misleading; and the Company and the Parent Guarantor have
performed all covenants and agreements and satisfied all conditions on
their part to be performed or satisfied at or prior to the Closing Date;
and



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) neither the Company, the Parent Guarantor nor any of their
subsidiaries has sustained any loss or interference with their respective
businesses or properties from fire, flood, hurricane, accident or other
calamity, whether or not covered by insurance, or from any labor dispute
or any legal or governmental proceeding that has had a Material Adverse
Effect, and there has not been any material adverse change in the
business, operations, properties, assets, liabilities, net worth,
condition (financial or otherwise) or prospects of the Company, the
Parent Guarantor and their subsidiaries, considered as one enterprise,
except in each case as described in or contemplated by the Final
Memorandum

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| |                                                    
| | ---------------------------------------------------
| | (exclusive of any amendment or supplement thereto).

(g)  The Notes shall have received initial ratings of not less than B by
Standard & Poors and B2 by Moodys, and, subsequent to the Execution Date,
there shall not have been any decrease in the rating of the Notes by any
nationally recognized statistical rating organization (as defined for
purposes of Rule 436(g)(2) under the Securities Act) or any notice or public
announcement given of any intended or potential decrease in any such rating or
that any such securities rating agency has under surveillance or review, with
possible negative implications, its rating of the Notes.

(h)  On or before the Closing Date, the Company shall have furnished to the
Initial Purchaser and Counsel for the Initial Purchaser evidence satisfactory
to the Initial Purchaser that each part of the Transactions (as defined in the
Final Memorandum) has occurred or will occur contemporaneously with the Closing
Date.

(i)  On or before the Closing Date, the Initial Purchaser and Counsel for
the Initial Purchaser shall have received such further certificates, documents
or other information as they may have reasonably requested from the Company and
the Parent Guarantor.

All opinions, certificates, letters and documents delivered pursuant to
this Agreement will comply with the provisions hereof only if they are
reasonably satisfactory to the Initial Purchaser and Counsel for the Initial
Purchaser. The Company shall furnish to the Initial Purchaser such conformed
copies of such opinions, certificates, letters and documents in such quantities
as the Initial Purchaser and Counsel for the Initial Purchaser shall reasonably
request.

8.     Indemnification and Contribution. The Company and the Parent
Guarantor, jointly and severally, agree to indemnify and hold harmless the
Initial Purchaser and each person, if any, who controls (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) the Initial
Purchaser against any losses, claims, damages or liabilities, joint or several,
to which the Initial Purchaser or such controlling person may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
(i) any untrue statement or alleged untrue statement of any material fact
contained in the Preliminary Memorandum or the Final Memorandum or any
amendment or supplement thereto; or (ii) the omission or alleged omission to
state in the Preliminary Memorandum or the Final Memorandum or any amendment or
supplement thereto, a material fact required to be stated therein or necessary
to make the statements therein not misleading, and will reimburse, as incurred,
the Initial Purchaser and such controlling person for any legal or other
expenses reasonably incurred by the Initial Purchaser or such controlling
person in connection with investigating, defending against or appearing as a
third-party witness in connection with any such loss, claim, damage, liability
or action; provided, that the Company and the Parent Guarantor will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in any Preliminary Memorandum,
the Final Memorandum or any amendment or supplement thereto, in reliance upon
and in conformity with written information furnished to the Company by the
Initial Purchaser specifically for use therein as set forth in Section 11
hereof ; and providedfurther that this indemnity agreement with respect to any
untrue statement or alleged untrue statement in or

15



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omission or alleged omission from the Preliminary Memorandum shall not
inure to the benefit of the Initial Purchaser (or any person controlling the
Initial Purchaser) from whom the person asserting any such losses, claims,
damages or liabilities purchased Notes, if a copy of the Final Memorandum (as
then amended or supplemented) was not sent or given by or on behalf of the
Initial Purchaser to such person at or prior to the written confirmation of the
initial sale of the Notes to such person and if the Final Memorandum (as so
amended or supplemented) would have corrected the defect giving rise to such
loss, claim, damage or liability. The Company and the Parent Guarantor will
not, without the prior written consent of the Initial Purchaser, settle or
compromise or consent to the entry of any judgment in any pending or threatened
claim, action, suit or proceeding in respect of which indemnification may be
sought hereunder (when the Initial Purchaser or any person who controls the
Initial Purchaser within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act is an actual or potential party to such claim, action, suit or
proceeding) unless such settlement, compromise or consent includes an
unconditional release of the Initial Purchaser and such controlling persons
from all liability arising out of such claim, action, suit or proceeding.

(b)  The Initial Purchaser will indemnify and hold harmless the Company and
the Parent Guarantor, their respective directors, officers, and each person, if
any, who controls any of the Company and the Parent Guarantor within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
against any losses, claims, damages or liabilities to which the Company, the
Parent Guarantor, any such directors or officers of the Company and the Parent
Guarantor or any such controlling person of the Company and the Parent
Guarantor may become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in the Preliminary Memorandum or the
Final Memorandum or any amendment or supplement thereto, or (ii) the omission
or the alleged omission to state therein a material fact required to be stated
in the Preliminary Memorandum or the Final Memorandum or any amendment or
supplement thereto, necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of the Initial Purchaser specifically for use therein as set forth in
Section 11 hereof, and subject to the limitation set forth immediately
preceding this clause, will reimburse as incurred, any legal or other expenses
reasonably incurred by the Company or the Parent Guarantor or any such
directors or officers or such controlling person in connection with
investigating, defending against or appearing as a third party witness in
connection with, any such loss, claim, damage, liability or action in respect
thereof.

(c)  Promptly after receipt by an indemnified party under this Section 8 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party under this
Section 8, notify such indemnifying party of the commencement thereof; but the
failure so to notify such indemnifying party will not relieve such indemnifying
party from any liability which it may have to such indemnified party otherwise
than under this Section 8. In case any such action is brought against any
indemnified party, and such indemnified party notifies the relevant
indemnifying party of the commencement thereof, such indemnifying party will be
entitled to participate therein and, to the extent that it may wish, to assume
the defense thereof, jointly with any other indemnifying party similarly

16



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notified, with counsel reasonably satisfactory to such indemnified party;
provided, that if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded, based on advice of outside counsel, that there may
be one or more legal defenses available to it and/or other indemnified parties
which are different from or additional to those available to the indemnifying
party, the indemnifying party shall not have the right to direct the defense of
such action on behalf of such indemnified party or parties and such indemnified
party or parties shall have the right to select separate counsel to defend such
action on behalf of such indemnified party or parties. After notice from an
indemnifying party to an indemnified party of its election so to assume the
defense thereof and approval by such indemnified party of counsel appointed to
defend such action, such indemnifying party will not be liable to such
indemnified party under this Section 8 for any legal or other expenses, other
than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof, unless (i) such
indemnified party shall have employed separate counsel in accordance with the
proviso to the next preceding sentence or (ii) such indemnifying party does not
promptly retain counsel reasonably satisfactory to such indemnified party or
(iii) such indemnifying party has authorized the employment of counsel for such
indemnified party at the expense of the indemnifying party. It is understood
that an indemnifying party shall not be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. After such notice from an
indemnifying party to an indemnified party, such indemnifying party will not be
liable for the costs and expenses of any settlement of such action effected by
such indemnified party without the consent of such indemnifying party.

(d)  In circumstances in which the indemnity agreement provided for in the
preceding paragraphs of this Section 8 is unavailable or insufficient, for any
reason, to hold harmless an indemnified party in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) (Losses), the Company
and the Parent Guarantor, on the one hand, and the Initial Purchaser, on the
other, in order to provide for just and equitable contribution, agree to
contribute to the amount paid or payable by such indemnified party as a result
of such Losses to which the Company and the Parent Guarantor, on the one hand,
and the Initial Purchaser, on the other, may be subject, in such proportion as
is appropriate to reflect the relative benefits received by the Company and the
Parent Guarantor, on the one hand, and the Initial Purchaser, on the other,
from the offering of the Notes or (ii) if the allocation provided by the
foregoing clause (i) is unavailable for any reason, not only such relative
benefits but also the relative fault of the Company and the Parent Guarantor,
on the one hand, and the Initial Purchaser, on the other, in connection with
the statements or omissions or alleged statements or omissions that resulted in
such Losses. The relative benefits received by the Company and the Parent
Guarantor on the one hand and the Initial Purchaser on the other shall be
deemed to be in the same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Company and the Parent Guarantor
bear to the total underwriting discounts and commissions received by the
Initial Purchaser from the Company in connection with the purchase of the Notes
hereunder. The relative fault of the parties shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company, the Parent Guarantor or the
Initial Purchaser, the parties intent, relative knowledge, access to
information and opportunity to

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correct or prevent such statement or omission, and any other equitable
considerations appropriate in the circumstances. The Company, the Parent
Guarantor and the Initial Purchaser agree that it would not be just and
equitable if contribution were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to above. Notwithstanding any other provision of this
paragraph (d), the Initial Purchaser shall not be obligated to make
contributions hereunder that in the aggregate exceed the total underwriting
discounts and commissions received by the Initial Purchaser from the Company in
connection with the purchase of the Notes hereunder, and no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this paragraph
(d), each person, if any, who controls the Initial Purchaser within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act shall
have the same rights to contribution as the Initial Purchaser, and each
director or officer of the Company or the Parent Guarantor and each person, if
any, who controls the Company or the Parent Guarantor within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have
the same rights to contribution as the Company or the Parent Guarantor,
respectively.

(e)  The obligations of the Company and the Parent Guarantor under this
Section 8 shall be in addition to any liability which the Company and the
Parent Guarantor may otherwise have and the obligations of the Initial
Purchaser under this Section 8 shall be in addition to any liability which the
Initial Purchaser may otherwise have.

9.     Survival. The respective representations, warranties, agreements,
covenants, indemnities and other statements of the Company and the Parent
Guarantor, their respective officers, and the Initial Purchaser set forth in
this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement shall remain in full force and effect, regardless of (i) any
investigation made by or on behalf of the Company, the Parent Guarantor, any of
their respective officers, directors or subsidiaries or any controlling person
referred to in Section 8 hereof or the Initial Purchaser and (ii) delivery of
and payment for the Notes. The respective agreements, covenants, indemnities
and other statements set forth in Sections 6 and 8 hereof shall remain in full
force and effect, regardless of any termination or cancellation of this
Agreement.

10.     Termination. (a) This Agreement may be terminated in the sole
discretion of the Initial Purchaser by notice to the Company given at any time
at or prior to the Closing Date in the event that the Company or the Parent
Guarantor shall have failed, refused or been unable to perform all obligations
and satisfy all conditions on its part to be performed or satisfied hereunder
at or prior thereto or if, at or prior to the Closing Date (i) trading in the
Parent Guarantors common stock shall have been suspended by the Commission or
trading in securities generally on the New York Stock Exchange or the Nasdaq
National Market shall have been suspended or minimum or maximum prices shall
have been established on any such exchange or market; (ii) a banking moratorium
shall have been declared by New York or United States authorities or there has
been a material disruption in securities settlement, payment or clearance
services in the United States; or (iii) there shall have been (A) an outbreak
or escalation of hostilities between the United States and any foreign power,
(B) an outbreak or escalation of any other insurrection or armed conflict
involving the United States or (C) any other calamity or crisis or material
adverse change in general economic, political or financial conditions which has

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an effect on the U.S. financial markets that, in the sole judgment of the
Initial Purchaser, makes it impracticable or inadvisable to proceed with the
offer, sale and delivery of the Notes as contemplated by the Final Memorandum.

(b)  Termination of this Agreement pursuant to this Section 10 shall be
without liability of any party to any other party except as provided in
Sections 6 and 8 hereof.

11.     Information
Supplied by Initial Purchaser. The statements set forth
under the heading Plan of Distribution in the Preliminary Memorandum and the
Final Memorandum, to the extent such statements relate to the Initial
Purchaser, constitute the only information furnished by the Initial Purchaser
to the Company for the purposes of Sections 2(a) and 8 hereof.

12.     Notices. All communications hereunder shall be in writing and, if
sent to the Initial Purchaser, shall be delivered or sent by mail, telex or
facsimile transmission and confirmed in writing to Wachovia Securities, Inc.,
One Wachovia Center, 301 South College Street, Charlotte, North Carolina
28288-0604, Attention: High Yield Origination, and, if sent to the Company or
the Parent Guarantor, shall be delivered or sent by mail, telex or facsimile
transmission and confirmed in writing to the Company at Hollinger International
Publishing Inc., 401 North Wabash Avenue, Chicago, Illinois 60611, Attention:
President.

13.     Successors. This Agreement shall inure to the benefit of and shall be
binding upon the Initial Purchaser, the Company and the Parent Guarantor and
their respective successors and legal representatives, and nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any other
person any legal or equitable right, remedy or claim under or in respect of
this Agreement, or any provisions herein contained, this Agreement and all
conditions and provisions hereof being intended to be and being for the sole
and exclusive benefit of the Initial Purchaser, the Company and the Parent
Guarantor and their respective successors and legal representatives, and for
the benefit of no other person, except that (i) the indemnities of the Company
and the Parent Guarantor contained in Section 8 of this Agreement shall also be
for the benefit of any person or persons who control the Initial Purchaser
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act and (ii) the indemnities of the Initial Purchaser contained in
Section 8 of this Agreement shall also be for the benefit of the directors and
officers of the Company and the Parent Guarantor, and any person or persons who
control the Company or the Parent Guarantor within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act.

14.     Applicable
Law. The validity and interpretation of this Agreement,
and the terms and conditions set forth herein, shall be governed by and
construed in accordance with the laws of the State of New York.

15.     Consent
to Jurisdiction and Service of Process.

(a)  All judicial proceedings arising out of or relating to this Agreement
may be brought in any state or federal court of competent jurisdiction in the
State of New York, which jurisdiction is non-exclusive.

(b)  Each party agrees that any service of process or other legal summons
in connection with any proceeding may be served on it by mailing a copy thereof
by registered

19



---



##### 



mail, or a form of mail substantially equivalent thereto, postage prepaid,
addressed to the served party at its address as provided for in Section 12
hereof. Nothing in this Section shall affect the right of the parties to serve
process in any other manner permitted by law.

16. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Counterparts may be
delivered by facsimile transmission.

20



---



##### 



If the foregoing correctly sets forth our understanding, please indicate
your acceptance thereof in the space provided below for that purpose, whereupon
this letter shall constitute an agreement binding the Company, the Parent
Guarantor and the Initial Purchaser.

| |  |  |  |                                        
| |  |  |  | ---------------------------------------
| |  |  |  | Very truly yours,                      
| |  |  |  |                                        
| |  |  |  | HOLLINGER INTERNATIONAL PUBLISHING INC.
| |  |  |  |                                        
| |  |  |  | By:                                    
| |  |  |  | Name:                                  
| |  |  |  | Title:                                 
| |  |  |  |                                        
| |  |  |  |                                        
| |  |  |  | HOLLINGER INTERNATIONAL INC.           
| |  |  |  |                                        
| |  |  |  |                                        
| |  |  |  | By:                                    
| |  |  |  | Name:                                  
| |  |  |  | Title:                                 

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.



WACHOVIA SECURITIES, INC.



By:
Name:
Title:

21



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##### 



Exhibit A

FORM OF OPINION OF THE GENERAL COUNSEL
FOR THE COMPANY AND THE PARENT GUARANTOR



|1. |  | There are no legal or governmental proceedings
pending or, to my knowledge, threatened against or
affecting
the Company or the Parent Guarantor (i) asserting the
invalidity of the Transaction Documents, the Notes or the Note
Guarantee; (ii) seeking to prevent the consummation of the
Note Transactions; or (iii) that would be likely to impair
materially the ability of the Company or the Parent Guarantor
to perform its obligations under the Transaction Documents;
and (b) there are no legal or governmental proceedings pending
or, to my knowledge, threatened against or affecting the
Company or the Parent Guarantor that would be required to be
described in a prospectus filed pursuant to the Securities Act
of 1933, in each case other than as described in the Final
Memorandum.            
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | In my capacity as counsel to the Company and the
Parent Guarantor, I have examined a copy of the Final
Memorandum. I have also reviewed and participated in
discussions concerning the preparation of the Final Memorandum
with officers and employees of the Company and the Parent
Guarantor, with the Companys outside counsel and auditors and
with representatives of and counsel to the Initial Purchaser.
On the basis of the foregoing, no facts came to my attention
which gave me reason to believe that the Final Memorandum, as
of its date or the date hereof, contained or contains an
untrue statement of a material fact or omitted or omits to
state a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading.

Ex. A



---



##### 



Exhibit A-2

FORM OF TORYS LLP OPINION



|1. |  | Each of the Company and the Parent Guarantor is
validly existing as a corporation in good standing under the
laws of the jurisdiction in which it is chartered or
organized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Each of the Company and the Parent Guarantor is
duly qualified to do business as a foreign corporation and is
in good standing under the laws of the State of Illinois.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|3. |  | Each of the Company and the Parent Guarantor has
full corporate power to own or lease its properties and
conduct its businesses as described in the Final Memorandum,
to enter into the Transaction Documents and to carry out their
obligations thereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|4. |  | To our knowledge, (a) there are no legal or
governmental proceedings pending or threatened against or
affecting the Company or the Parent Guarantor (i) asserting
the invalidity of the Transaction Documents, the Notes or the
Note Guarantee; (ii) seeking to prevent the consummation of
the Note Transactions; or (iii) that would be likely to impair
materially the ability of the Company or the Parent Guarantor
to perform its obligations under the Transaction Documents;
and (b) there are no legal or governmental proceedings pending
or threatened against or affecting the Company or the Parent
Guarantor that would be required to be described in a
prospectus filed pursuant to the Securities Act of 1933, in
each case other than as described in the Final Memorandum.
|  
|5. |  | The Purchase Agreement has been duly authorized,
executed and delivered by the Company and the Parent
Guarantor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|6. |  | The Indenture and the Registration Rights
Agreement have been duly authorized, executed and delivered by
the Company and the Parent Guarantor and (in the case of the
Indenture, assuming the due authorization, execution and
delivery thereof by the Trustee) constitute legal, valid and
binding obligations of the Company and the Parent Guarantor,
enforceable against them in accordance with their terms.                                                                                                                                                                                                                                                                                                                                                                            
|  
|7. |  | The Notes are in the form contemplated by the
Indenture, have been duly authorized by all necessary
corporate action for issuance and sale pursuant to the
Purchase Agreement and, assuming authentication by the
Trustee, constitute legal, valid and binding obligations of
the Company, entitled to the benefits of the Indenture and
enforceable in accordance with their terms and the terms of
the Indenture.                                                                                                                                                                                                                                                                                                                                                                          
|  
|8. |  | The Note Guarantee is in the form contemplated by
the Indenture, has been duly authorized by all necessary
corporate action for issuance and sale pursuant to the
Purchase Agreement and, assuming authentication by                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

Ex. A-2



---



##### 





|    |  | the Trustee, constitutes a legal, valid and binding
obligation of the Parent Guarantor entitled to the benefits
of the Indenture and enforceable in accordance with its terms
and the terms of the Indenture.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|9.  |  | The statements in the Final Memorandum (i) under
the captions Description of Notes and Exchange Offer;
Registration Rights and (ii) the descriptions or summaries of
contracts, agreements or other legal documents to which the
Company, the Parent Guarantor or any of their subsidiaries is
a party, or statements of law or legal conclusions (other than
matters of English law), insofar as such statements constitute
summaries of legal matters or documents, are a fair summary in
all material respects of the matters referred to therein.                                                                                                      
|   
|10. |  | The statements in the Final Memorandum under the
caption Certain United States Federal Tax Considerations,
insofar as such statements constitute a summary of the United
States federal tax laws referred to therein, are a fair
summary in all material respects of the United States federal
tax laws referred to therein.                                                                                                                                                                                                                                                                                                                                 
|   
|11. |  | In reliance on the representations, warranties
and covenants of the Company, the Parent Guarantor and the
Initial Purchaser in the Purchase Agreement and assuming the
compliance by all parties with the offering procedures set
forth in the Purchase Agreement, the offer and sale of the
Notes by the Company to the Initial Purchaser is exempt from
the registration requirements of the Securities Act and it is
not necessary to qualify the Indenture under the Trust
Indenture Act.                                                                                                                                                                  
|   
|12. |  | The issuance, offering and sale of the Notes to
the Initial Purchaser by the Company pursuant to the Purchase
Agreement and the compliance by the Company and the Parent
Guarantor with the Transaction Documents do not require the
consent, approval, authorization, order, registration or
qualification of, or filing with, any governmental authority
or court, or body or arbitrator having jurisdiction over the
Company or the Parent Guarantor, excluding state securities
laws.                                                                                                                                                                      
|   
|13. |  | The issuance, offering and sale of the Notes to
the Initial Purchaser by the Company pursuant to the Purchase
Agreement and the compliance by the Company and the Parent
Guarantor with the Transaction Documents do not conflict with,
result in a breach or violation of, or constitute a default
under, (i) to our knowledge, any agreement to which the
Company or the Parent Guarantor is bound; (ii) the charter or
by-laws of the Company or the Parent Guarantor; or (iii) any
statute, rule or regulation or any judgment, order or decree
of any governmental authority or court or any arbitrator
applicable to the Company or the Parent Guarantor.
|   
|14. |  | Each of the Company and the Parent Guarantor is
not an investment company, and is not a company controlled
by an investment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

Ex. A2-2



---



##### 





| |  | company, within the meaning of the Investment Company Act,
without taking account of any exemption arising out of the
number of holders of the securities of the Company.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, Torys LLP shall include in its opinion or a separate letter
the following language:



|15. |  | In our capacity as counsel to the Company and the
Parent Guarantor, we have examined a copy of the Final
Memorandum. We have also reviewed and participated in
discussions concerning the preparation of the Final Memorandum
with certain officers and employees of the Company and the
Parent Guarantor, with their auditors and with representatives
of and counsel to the Initial Purchaser. The limitations
inherent in the independent verification of factual matters
and in the role of outside counsel are such, however, that we
cannot and do not assume any responsibility for the accuracy,
completeness or fairness of any of the statements made in the
Final Memorandum, except as set forth in paragraphs 9 and 10
of our opinion addressed to you, dated the date hereof.             
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|16. |  | Subject to the limitations set forth in the
immediately preceding paragraph, we advise you that, on the
basis of the information we gained in the course of performing
the services referred to above, no facts came to our attention
which gave us reason to believe that the Final Memorandum
(other than the financial statements and schedules and other
financial and statistical data included or incorporated by
reference therein or omitted therefrom, as to which we have
not been requested to express a view), as of its date or the
date hereof, contained or contains an untrue statement of a
material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading.

Ex. A2-3



---



##### 



Exhibit B

FORM OF STIKEMAN ELLIOTT OPINION



|1. |  | Each of DT Holdings Limited (DTH), First DT
Holdings Limited (FDTH) and The Telegraph is a limited
liability company duly incorporated and validly existing under
the laws of England (and, so far as is discoverable from
public records in England and Wales, is not in liquidation),
with corporate power and authority to own or lease its
properties and to conduct its business as described in the
Final Memorandum.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Counsels opinion shall be limited to the laws of England.

Ex. B



---



##### 



SCHEDULE 1

INITIAL PURCHASER

|                          |       |                            |                       |             | 
|------------------------- | ----- | -------------------------- | --------------------- | ----------- | 
|                          |       |                            | Aggregate Principal  
|                          |       |                            | Amount of Notes to be
|Initial Purchaser         |       | Purchased from the Company
|                          |       |                           
|Wachovia Securities, Inc. |       | $                          | 300,000,000           |            
|                          |       |                            |                       |            
|                          | Total |                            | $                     | 300,000,000 | 

S-1