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Exhibit 10.28

EXECUTION COPY

Form of Third Amended and Restated Security Agreement among
Hollinger International Publishing Inc. and its Subsidiaries (as defined therein)
and Wachovia Bank, N.A. dated as of December 23, 2002

THIRD AMENDED AND RESTATED SECURITY AGREEMENT

THIS THIRD AMENDED AND RESTATED SECURITY AGREEMENT (this Agreement)
dated as of December 23, 2002 is among HOLLINGER INTERNATIONAL PUBLISHING INC.,
a Delaware corporation (the Company) and the Subsidiaries of the Company
listed on the signature pages hereof and such other persons or entities which
from time to time become parties hereto as debtors (collectively with the
Company, the Debtors and individually each a Debtor) and WACHOVIA BANK,
N.A., in its capacity as administrative agent for the Lenders referred to below
(in such capacity, the Administrative Agent).

W I T N E S S E T H

WHEREAS, the Company, Telegraph Group Limited ( Telegraph), certain
other borrowers, The Toronto-Dominion Bank, as issuing bank and Toronto
Dominion (Texas), Inc., as administrative agent (in such capacity, together
with any successors in such capacity) entered into that certain Fourth Amended
and Restated Credit Agreement dated as of April 30, 1999 (as amended or
modified and in effect on the Amendment Effective Date, the Existing Credit
Agreement), whereunder certain financial institutions agreed to make loans and
to issue letters of credit and bankers acceptances (such loans, letters of
credit and bankers acceptances outstanding on the Amendment Effective Date,
collectively the Existing Credit Extensions); and

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

WHEREAS, in connection with the Original Guaranty, the Debtors executed
that certain Second Amended and Restated Company Security Agreement dated as of
April 30, 1999 among the Debtors and the Administrative Agent (the Original
Company Security Agreement); and

WHEREAS, the Company desires to refinance the Existing Credit Extensions,
add additional borrowers thereunder and obtain a revolving loan commitment (to
include availability for revolving loans and the issuance of letters of credit)
and term loans; and

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

Company Security Agreement





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to time made thereto, the Amended and Restated Credit Agreement) to set
forth, among other things, the terms and conditions under which the Lenders
thereafter will make credit extensions to the Borrowers; it being the intention
of the Company, the Lenders, and the Administrative Agent that the Amended and
Restated Credit Agreement and the Loan Documents executed in connection
therewith shall not effect the novation of the obligations of the Borrowers
under the Existing Credit Agreement but be merely a restatement and, where
applicable, an amendment of and substitution for the terms governing such
obligations hereafter; and

WHEREAS, in connection with the Amended and Restated Credit Agreement,
each of the Debtors (other than the Company) is executing and delivering an
amended and restated guaranty of even date herewith (the Guaranty) of the
obligations of the Borrowers under the Amended and Restated Credit Agreement;
and

WHEREAS, pursuant to Section 14 of the Amended and Restated Credit
Agreement the Company has guaranteed the obligations of the other Borrowers
under the Amended and Restated Credit Agreement; and

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

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

WHEREAS, the obligations of the Company under the Amended and Restated
Credit Agreement and of each other Debtor under the Guaranty are to be secured
pursuant to this Agreement;

NOW, THEREFORE, for and in consideration of any loan, advance or other
financial accommodation heretofore or hereafter made to any Borrower by the
Lenders or any of them, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

1.          Definitions. When used herein,(a) the terms Account, Account Debtor,
Certificated Security, Chattel Paper, Commercial Tort Claims, Commodity
Account, Commodity Contract, Deposit Account, Document, Equipment, Financial
Asset, Fixture, Goods, Instrument, Inventory, Investment Property,
Letter-of-Credit Rights, Proceeds, Security, Securities Account, Security
Entitlement and Uncertificated Security shall have the respective meanings
assigned to such terms in the Uniform Commercial Code (as defined below) and
(b) the following terms have the following meanings (such definitions to be
applicable to both the singular and plural forms of such terms):

Administrative Agent  see the Preamble.

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Amended and Restated Credit Agreement  see the Recitals.

Agreement  see the Preamble.

Assignee Deposit Account  see Section 4.

Collateral means, with respect to any Debtor, all property and rights of
such Debtor in which a security interest is granted hereunder.

Commitments has the meaning assigned to such term in the Amended and
Restated Credit Agreement.

Company  see the Preamble.

Computer Hardware and Software means, with respect to any Debtor, (a) all
of such Debtors rights (including rights as licensee and lessee) with respect
to computer and other electronic data processing hardware, whether now owned or
hereafter acquired by such Debtor, including, without limitation, all
integrated computer systems, central processing units, memory units, display
terminals, printers, features, computer elements, card readers, tape drives,
hard and soft disk drives, compact disk drives, cables, electrical supply
hardware, generators, power equalizers, accessories and all peripheral devices
and other related computer hardware; (b) all of such Debtors rights (including
rights as licensee and lessee) with respect to software programs, whether now
owned or hereafter acquired by such Debtor, designed for use on the computers
and electronic data processing hardware described in clause (a) above,
including, without limitation, all operating system software, utilities and
application programs in whatsoever form (source code and object code in
magnetic tape, disk or hard copy format or any other listings whatsoever); (c)
all of such Debtors rights (including rights as licensee and lessee) with
respect to any firmware associated with any of the foregoing, whether now owned
or hereafter acquired by such Debtor; and (d) all of such Debtors rights
(including rights as licensee and lessee) with respect to documentation for
hardware, software and firmware described in the preceding clauses (a), (b) and
(c) above, whether now owned or hereafter acquired by such Debtor, including,
without limitation, flow charts, logic diagrams, manuals, specifications,
training materials, charts and pseudo codes.

Contract Right means, with respect to any Debtor, any right of such Debtor
under a contract for the sale or lease of goods or the rendering of services,
(i) to receive moneys due and to become due thereunder, (ii) to receive
proceeds of any insurance, indemnity, warranty or guaranty with respect
thereto, (iii) with respect to claims of such Debtor for damages arising out of
or for breach of or default thereunder, and (iv) to terminate such contract, to
perform thereunder and to compel performance and otherwise exercise all
remedies thereunder.

Debtor  see the Preamble.

Default means the occurrence of any of the following events: (a) any Event
of Default or (b) any warranty of any Debtor herein being untrue or misleading
in any material respect and, with the result that the Administrative Agents
security interest in, or rights and remedies with respect to any material
portion of the Collateral of such Debtor is impaired or otherwise adversely
affected.

Event of Default has the meaning assigned to such term in the Credit
Agreement.

General Intangibles means, with respect to any Debtor, all of such
Debtors general intangibles as defined in Uniform Commercial Code as in
effect in New York on the date hereof

Company Security Agreement

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and, in any event, includes (without limitation) all of such Debtors
trademarks, trade names, patents, copyrights, trade secrets, customer lists,
inventions, designs, software programs, mask works, goodwill, registrations,
licenses, franchises, tax refund claims, guarantee claims, security interests
and rights to indemnification.

Guaranty  see the Recitals.

Intellectual Property means all past, present and future: trade secrets
and other proprietary information; trademarks, service marks, business names,
designs, logos, indicia, and/or other source and/or business identifiers and
the goodwill of the business relating thereto or symbolized thereby and all
registrations or applications for registrations which have heretofore been or
may hereafter be issued thereon throughout the world (provided that no security
interest shall be granted in United States intent-to-use trademark applications
to the extent that, and solely during the period in which, the grant of a
security interest therein would impair the validity or enforceability of such
intent-to-use trademark applications under applicable federal law)
(collectively Trademarks); copyrights (including, without limitation,
copyrights for computer programs) and copyright registrations or applications
for registrations which have heretofore been or may hereafter be issued
throughout the world and all tangible property embodying the copyrights;
unpatented inventions (whether or not patentable); patent applications and
patents; industrial designs, industrial design applications and registered
industrial designs; license agreements related to any of the foregoing set
forth in this definition and income therefrom; books, records, writings,
computer tapes or disks, flow diagrams, specification sheets, source codes,
object codes and other physical manifestations, embodiments or incorporations
of any of the foregoing set forth in this definition; the right to sue for all
past, present and future infringements of any of the foregoing set forth in
this definition; and all common law and other rights throughout the world in
and to all of the foregoing set forth in this definition.

Lender  see the Recitals.

Liabilities means, as to each Debtor, all obligations (monetary or
otherwise) of such Debtor under or in connection with the Amended and Restated
Credit Agreement, the Guaranty, Letters of Credit or Letter of Credit
Applications, any other Loan Document or any other document or instrument
(including any Hedging Agreement (as defined in the Amended and Restated Credit
Agreement) entered into with a Qualified Hedge Counterparty (as defined in the
Amended and Restated Credit Agreement) executed in connection therewith,
howsoever created, arising or evidenced, whether direct or indirect, absolute
or contingent, now or hereafter existing, or due or to become due including,
without limitation, any post-petition interest accruing during any bankruptcy
reorganization of any Debtor or other similar proceeding.

Loan Document has the meaning assigned to such term in the Amended and
Restated Credit Agreement.

Non-Tangible Collateral means, with respect to any Debtor, such Debtors
Accounts, Contract Rights and General Intangibles.

Permitted Liens  see clause (i) of Section 3.

Secured Party  see the Guaranty.

Subsidiary has the meaning assigned to such term in the Amended and
Restated Credit Agreement.

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Uniform Commercial Code means the Uniform Commercial Code as in effect in
the State of New York on the date of this Agreement, as the same may be amended
from time to time; provided, however, as used in Section 8 hereof, Uniform
Commercial Code means the Uniform Commercial Code as in effect from time to
time in the applicable jurisdiction.

Unmatured Event of Default has the meaning assigned to such term in the
Amended and Restated Credit Agreement.

Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to such terms in the Amended and Restated Credit
Agreement.

2.     Grant of Security Interest. As security for the payment of all
Liabilities, each Debtor hereby assigns to the Administrative Agent for the
benefit of the Lenders and the other Secured Parties, and grants to the
Administrative Agent for the benefit of the Lenders and the other Secured
Parties, a continuing security interest in, the following, whether now or
hereafter existing or acquired:



| |                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | All of such Debtors right, title and interest in and to the following,
in each case, as to each type of property described below, whether now
owned or hereafter acquired by such Debtor, wherever located, and whether
now or hereafter existing or arising:



| | (a) |  | all accounts (including, without limitation,
health-care-insurance receivables), chattel paper (including,
without limitation, tangible chattel paper and electronic
chattel paper), instruments (including, without limitation,
promissory notes), deposit accounts, letter-of-credit rights,
general intangibles (including, without limitation, payment
intangibles) and other obligations of any kind, whether or not
arising out of or in connection with the sale or lease of
goods or the rendering of services and whether or not earned
by performance, and all rights now or hereafter existing in
and to all supporting obligations and in and to all security
agreements, mortgages, liens, leases, letters of credit and
other contracts securing or otherwise relating to the
foregoing property, and all other Accounts;
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | all Chattel Paper;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (c) |  | all Commercial Tort Claims;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (d) |  | all Computer Hardware and Software and all rights
with respect thereto, including, without limitation, any and
all licenses, options, warranties, service contracts, program
services, test rights, maintenance rights, support rights,
improvement rights, renewal rights and indemnifications, and
any substitutions, replacements, additions or model
conversions of any of the foregoing;                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (e) |  | all Contract Rights;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (f) |  | all Deposit Accounts including, without
limitation, the deposit accounts described on Schedule IV
hereto, and all funds and financial assets from time to time
credited thereto, all interest, dividends, distributions,
cash,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

Company Security Agreement

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| |     |  | instruments and other property from time to time received,

receivable or otherwise distributed in respect of or in
exchange for any or all of such funds and financial assets,
and all certificates and instruments, if any, from time to
time representing or evidencing any such Deposit Accounts;
all promissory notes, certificates of deposit, deposit
accounts, checks and other instruments from time to time
delivered to or otherwise possessed by the Administrative
Agent for or on behalf of such Debtor, including, without
limitation, those delivered or possessed in substitution for
or in addition to any or all of the then existing Collateral;
and all interest, dividends, distributions, cash, instruments
and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or
all of the then existing Collateral;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (g) |  | all Documents;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (h) |  | all General Intangibles;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (i) |  | all equipment (including, without limitation, all
Equipment) in all of its forms, including, without limitation,
all machinery, tools, motor vehicles, vessels, aircraft,
furniture and fixtures, and all parts thereof and all
accessions thereto and all software related thereto,
including, without limitation, software that is embedded in
and is part of the equipment;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (j) |  | all inventory (including, without limitation, all
Inventory) in all of its forms, including, without limitation,
(i) all raw materials, work in process, finished goods and
materials used or consumed in the manufacture, production,
preparation or shipping thereof, (ii) goods in which such
Debtor has an interest in mass or a joint or other interest or
right of any kind (including, without limitation, goods in
which such Debtor has an interest or right as consignee) and
(iii) goods that are returned to or repossessed or stopped in
transit by such Debtor), and all accessions thereto and
products thereof and documents therefor, and all software
related thereto, including, without limitation, software that
is embedded in and is part of the inventory and all other
Inventory and all other Inventory;                                                                
|
| | (k) |  | all Fixtures, and all accessions, additions,
attachments, improvements, substitutions and replacements
thereto and therefor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (l) |  | all Instruments;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (m) |  | all Intellectual Property;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (n) |  | all investment property (including, without
limitation, all (A) Securities, including Certificated
Securities or Uncertificated Securities, (B) Security
Entitlements, (C) Securities Accounts, (D) Commodity Contracts
and (E) Commodity Accounts) in which such Debtor has now, or
acquires from time to time hereafter, any right, title or
interest in any manner, and the certificates or instruments,
if any, representing or evidencing such                                                                                                                                                                                                                                                                                                                                                                                                                                               

Company Security Agreement

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| |     |  | investment property, and all dividends, distributions, return
of capital, interest, distributions, value, cash, instruments
and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or
all of such investment property and all subscription
warrants, rights or options issued thereon or with respect
thereto;
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (o) |  | all Letter-of-Credit Rights and letters of credit
(as such term is defined in Article 5 of the Uniform
Commercial Code);                                                                                                                                                                                                                                                       
|
| | (p) |  | all money (of every jurisdiction whatsoever); and                                                                                                                                                                                                                                                                                                                              
|
| | (q) |  | to the extent not included in the foregoing, all
personal property of any kind or description;                                                                                                                                                                                                                                                                                 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | together with all books, records, writings, databases, information in
whatever form and other property relating to, used or useful in
connection with, evidencing, embodying, incorporating or referring to any
of the foregoing, and all Proceeds, products, offspring, rents, issues,
profits distributions on, rights arising out of, returns of and from, and
any and all claims and/or insurance payments arising out of the loss,
nonconformity or interference with the use of, defects or infringement of
rights in, or damage to any of the foregoing; provided,
however, that to
the extent that the provisions of any lease or license of Computer
Hardware and Software or Intellectual Property prohibit (which
prohibition is enforceable under applicable law) the assignment thereof,
and the grant of a security interest therein, such Debtors rights in
such lease or license shall be excluded from the foregoing assignment and
grant for so long as such prohibition continues, it being
understood that
upon request of the Administrative Agent, such Debtor will in good faith
use all reasonable efforts to obtain consent for the creation of a
security interest in favor of the Administrative Agent in such Debtors
rights under such lease or license; and provided further, that to the
extent that the grant of a security interest by CST Member LLC in its
membership interest in 401 North Wabash LLC would constitute a violation
of the Organic Documents of 401 North Wabash LLC with respect to 1% of
the 50% in which the security interest is granted hereunder, such
interest shall be excluded from the foregoing assignment and grant to the
extent and until such time such prohibition continues.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Each Debtor who executed a Trademark Security Agreement dated February 7,
1996, as amended, modified or supplemented from time to time (each an
Existing Trademark Security Agreement) in connection with the Original
Company Security Agreement agrees and acknowledges that such Existing
Trademark Security Agreement remains in full force and effect and is
hereby ratified and confirmed and from and after the date hereof, each
reference to the Credit Agreement therein shall be deemed to be a
reference to the Amended and Restated Credit Agreement.

3.     General Warranties. Each Debtor warrants that: (a) no financing
statement (other than any which may have been filed on behalf of or properly
assigned to the Administrative Agent or in connection with security interests
or liens expressly permitted by the Amended and Restated Credit Agreement
(Permitted Liens) covering any of the Collateral is

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on file in any public office; (b) such Debtor is and will be the lawful
owner of all Collateral, free of all liens and claims whatsoever, other than
the security interest created hereunder and Permitted Liens, with full power
and authority to execute this Agreement and perform such Debtors obligations
hereunder, and to subject the Collateral to the security interest hereunder;
(c) all written information with respect to Collateral and Account Debtors set
forth in any schedule, certificate or other writing at any time heretofore or
hereafter furnished by such Debtor to the Administrative Agent or any Lender,
and all other written information heretofore or hereafter furnished by such
Debtor to the Administrative Agent or any Lender, is and will be true and
correct in all material respects as of the date furnished; (d) such Debtors
true legal name as registered in the jurisdiction of such Debtors
organization, state of organization, organizational identification number as
designated by the state of such Debtors organization, chief executive office
and principal place of business are as set forth on Schedule I hereto; (e) each
other location where such Debtor maintains a place of business or where any
Collateral is located is set forth on Schedule II hereto and no Collateral is
in the possession of any bailee, warehouseman, agent or processor except as
specifically described on Schedule II hereto; (f) except as disclosed on
Schedule I, such Debtor is not now known and during the five years preceding
the date hereof has not previously been known by any trade name; (g) except as
disclosed on Schedule I, during the five years preceding the date hereof, such
Debtor has not been known by any legal name different from the one set forth on
the signature page of this Agreement; (h) (i) Schedule III hereto contains a
complete listing of all of such Debtors Intellectual Property which has been
registered under any registration statute, and (ii) such Debtor does not own
any patents; (i) the execution and delivery of this Agreement and the
performance by such Debtor of its obligations hereunder are within such
Debtors corporate powers, have been duly authorized by all necessary corporate
action, have received all necessary governmental approval (if any shall be
required), and do not and will not contravene or conflict with any provision of
law or of the organizational documents of such Debtor or of any agreement,
indenture, instrument or other document, or any judgment, order or decree,
which is binding upon such Debtor; (j) this Agreement is a legal, valid and
binding obligation of such Debtor, enforceable in accordance with its terms,
except that the enforceability of this Agreement may be limited by bankruptcy,
insolvency, fraudulent conveyance, fraudulent transfer, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors rights generally and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law) and creates
a valid and, except for Permitted Liens, after all appropriate financing
statements are filed, all appropriate filings are made with the U.S. Patent and
Trademark Office, and all appropriate action is taken with respect to the
Chattel Paper, the Certificated Securities and the Deposit Accounts, all of
which action has been taken, first priority security interest in the Collateral
and such security interest is entitled to all rights, priorities and benefits
afforded by the Uniform Commercial Code; (k) such Debtor is in compliance with
the requirements of all applicable laws (including, without limitation, the
provisions of the Fair Labor Standards Act), rules, regulations and orders of
every governmental authority, except for any non-compliance which would not be
reasonably likely to materially and adversely affect any material portion of
the Collateral of such Debtor; (l) such Debtor has no Commercial Tort Claims
(as defined in Section 9-102(13) of the Uniform Commercial Code Code) other
than those listed in Schedule V hereto; and (m) such Debtor maintains no
deposit accounts other than (i) those described on Schedule IV hereto, and (ii)
those in which the Debtor maintains an aggregate of no more (when aggregated
with all amounts held by all other Debtors in accounts not listed on Schedule
IV hereto) than

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$10,000,000 during the first 90 days after the Amendment Effective Date,
and $3,000,000 at any time thereafter.

4.     Collections,
etc. (a) Until such time as the Administrative Agent shall
notify such Debtor in writing of the revocation of such power and authority
which notification shall remain in effect only so long as any Default has
occurred and is continuing, each Debtor (i) may, in the ordinary course of its
business, at its own expense, sell, lease or furnish under contracts of service
any of the Inventory normally held by such Debtor for such purpose, and use and
consume, in the ordinary course of its business, any raw materials, work in
process or materials normally held by such Debtor for such purpose, (ii) will,
at its own expense, endeavor to collect, as and when due, all amounts due under
any of the Non-Tangible Collateral, including the taking of such action with
respect to such collection as the Administrative Agent may reasonably request
or, in the absence of such request, as such Debtor may deem advisable, and
(iii) may grant, in the ordinary course of business, to any party obligated on
any of the Non-Tangible Collateral, any rebate, refund or allowance to which
such party may be lawfully entitled, and may accept, in connection therewith,
the return of Goods, the sale or lease of which shall have given rise to such
Non-Tangible Collateral. The Administrative Agent, however, may, at any time
that a Default exists and is continuing, after first notifying the Company of
its intention to do so, whether before or after any revocation of such power
and authority or the maturity of any of the Liabilities, notify any parties
obligated on any of the Non-Tangible Collateral to make payment to the
Administrative Agent of any amounts due or to become due thereunder and enforce
collection of any of the Non-Tangible Collateral by suit or otherwise and
surrender, release or exchange all or any part thereof, or compromise or extend
or renew for any period (whether or not longer than the original period) any
indebtedness thereunder or evidenced thereby. Upon request of the
Administrative Agent during the existence of a Default, each Debtor will, at
its own expense, notify any parties obligated on any of the Non-Tangible
Collateral to make payment directly to the Administrative Agent of any amounts
due or to become due thereunder.

(b)  During the existence of a Default, all items or amounts which are
delivered by any Debtor to the Administrative Agent on account of partial or
full payment or otherwise as proceeds of any of the Collateral shall be
deposited to the credit of a deposit account (each an Assignee Deposit
Account) of such Debtor with the Administrative Agent, or a bank designated by
the Administrative Agent, as security for payment of the Liabilities. No
Debtor shall have any right to withdraw any funds deposited in the applicable
Assignee Deposit Account. The Administrative Agent may, from time to time, in
its discretion, and shall upon request of the applicable Debtor made not more
than once in any week, apply all or any of the then balance, representing
collected funds, in the Assignee Deposit Account, toward payment of the
Liabilities, whether or not then due, in such order of application as the
Administrative Agent may determine, and the Administrative Agent may, from time
to time, in its discretion, release all or any of such balance to the
applicable Debtor.

(c)  Upon the occurrence and during the continuance of a Default the
Administrative Agent is authorized to endorse, in the name of the applicable
Debtor, any item, howsoever received by the Administrative Agent, representing
any payment on or other proceeds of any of the Collateral.

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(d)  No Debtor shall maintain any Deposit Account or deposit any items or
amounts in any Deposit Account, except: (i) Deposit Accounts maintained with
the Administrative Agent (which accounts shall, in the discretion of the
Administrative Agent, be subject to a control agreement of the type described
in clause (ii) below in form and substance acceptable to the Administrative
Agent) (ii) Deposit Accounts as to which each respective Debtor, the
Administrative Agent and the depositary bank have entered into an agreement in
form and substance acceptable to the Administrative Agent that the depositary
bank will comply with instructions originated by the Administrative Agent
directing disposition of the funds in the account without further consent by
such Debtor and (iii) other Deposit Accounts which do not contain aggregate
balances in excess of $3,000,000 at any time.

(e)  Each Debtor hereby appoints the Administrative Agent as the
attorney-in-fact for such Debtor for the purpose of carrying out the provisions
of this Agreement and taking any action and executing or completing any
instruments which the Administrative Agent may deem reasonably necessary or
advisable to accomplish the purposes hereof, which appointment as
attorney-in-fact is irrevocable and coupled with an interest; provided that the
Administrative Agent shall not exercise its rights as such attorney in fact
unless a Default exists. Notwithstanding any other provision herein or in the
other Loan Documents, the Administrative Agent may at any time make any and all
filings deemed reasonably necessary in furtherance of this Agreement, the other
Loan Documents and the purposes hereof and thereof, including without
limitation, Uniform Commercial Code financing statements showing any Debtor
hereunder as Debtor thereunder (which financing statements may be filed in
advance of the Amendment Effective Date) in all appropriate jurisdictions,
which financing statements may describe the collateral in which a security
interest is granted by each such Debtor as all assets of such Debtor.

5.     Certificates, Schedules and Reports. Each Debtor will from time to
time, as the Administrative Agent may reasonably request, deliver to the
Administrative Agent such schedules, certificates and reports respecting all or
any of the Collateral at the time subject to the security interest hereunder,
and the items or amounts received by such Debtor in full or partial payment of
any of the Collateral, as the Administrative Agent may reasonably request. Any
such schedule, certificate or report shall be executed by a duly authorized
officer of such Debtor and shall be in such form and detail as the
Administrative Agent may reasonably specify. Each Debtor shall immediately
notify the Administrative Agent of the occurrence of any event causing any loss
or depreciation in the value of its Inventory or other Goods which is material
to such Debtor, and such notice shall reasonably specify the amount of such
loss or depreciation.

6.     Agreements
of the Debtors. (a) Each Debtor (i) will, upon request of the
Administrative Agent, execute such financing statements and other documents
(and pay the cost of filing or recording the same in all public offices
reasonably deemed appropriate by the Administrative Agent) and do such other
acts and things (including, without limitation, delivery to the Administrative
Agent of any Instruments or Certificated Securities which constitute
Collateral), all as the Administrative Agent may from time to time reasonably
request, to establish and maintain a valid and perfected security interest in
the Collateral (free of all other liens, claims and rights of third parties
whatsoever, other than Permitted Liens) to secure the payment of the
Liabilities, to enable the Administrative Agent to exercise and enforce its
rights and remedies hereunder with respect to any Collateral of such Debtor and
to provide evidence

Company Security Agreement

10



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that the Administrative Agent may deem reasonably necessary that all such
action has been taken; (ii) hereby authorizes the Administrative Agent to file
financing statements describing the collateral as all property or words of
similar import, and to file other documents without its signature (to the
extent allowed by applicable laws); (iii) shall not change its state of
organization or its name, identity or organizational structure such that any
financing statement filed to perfect the Administrative Agents interests under
this Agreement would become seriously misleading, unless such Debtor shall have
given the Administrative Agent not less than 30 days prior written notice of
such change (provided that this Section 7(a)(iii) shall not be deemed to
authorize any change or transaction prohibited under the Amended and Restated
Credit Agreement); (iv) will keep all its Collateral (other than Non-Tangible
Collateral) at, and will not maintain any place of business or locate any such
Collateral at any location other than, its address(es) shown on Schedules I and
II hereto or at such other addresses of which such Debtor shall have given the
Administrative Agent not less than 30 days prior written notice; (v) will keep
its records concerning the Non-Tangible Collateral in such a manner as will
enable the Administrative Agent or its designees to determine at any time the
status of the Non-Tangible Collateral; (vi) will furnish the Administrative
Agent such information concerning such Debtor, the Collateral and the Account
Debtors as the Administrative Agent may from time to time reasonably request;
(vii) will permit the Administrative Agent and its designees, from time to
time, on reasonable notice and at reasonable times and intervals during normal
business hours (or at any time without notice during the existence of a
Default) to inspect such Debtors Collateral, and to inspect, audit and make
copies of and extracts from all records and all other papers in the possession
of such Debtor pertaining to the Collateral and the Account Debtors, and will,
upon request of the Administrative Agent during the existence of a Default,
deliver to the Administrative Agent all of such records and papers; (viii)
will, upon request of the Administrative Agent, stamp on its records concerning
the Collateral, and add on all Chattel Paper constituting a portion of the
Collateral, a notation, in form satisfactory to the Administrative Agent, of
the security interest of the Administrative Agent hereunder; (ix) except as
permitted by the Amended and Restated Credit Agreement, will not sell, lease,
assign or create or permit to exist any lien on or security interest in any
Collateral other than Permitted Liens and liens and security interests in favor
of the Administrative Agent; (x) will at all times keep all its Collateral
insured as provided in the Amended and Restated Credit Agreement, and cause all
such policies covering such Collateral to provide that loss thereunder shall be
payable to the Administrative Agent as its interest may appear and such
policies or certificates thereof shall, if the Administrative Agent so
requests, be deposited with or furnished to the Administrative Agent; (xi) will
take such actions as are reasonably necessary to keep its Inventory in good
repair and condition, ordinary wear and tear excepted and in producing such
Inventory, shall comply with all requirements of applicable law, including,
without limitation, the Fair Labor Standards Act; (xii) will take such actions
as are reasonably necessary to keep its Equipment and other Goods used by such
Debtor in its business in good repair and condition and in good working or
running order, ordinary wear and tear excepted; (xiii) will promptly pay when
due all license fees, registration fees, taxes, assessments and other charges
which may be levied upon or assessed against the ownership, operation,
possession, maintenance, transfer or use of its Collateral (except tax contests
permitted by the Amended and Restated Credit Agreement); (xiv) will, upon
written request of the Administrative Agent, (A) cause to be noted on the
applicable certificate, in the event any of its Collateral is covered by a
certificate of title, the security interest of the Administrative Agent in the
Collateral covered thereby, and (B)

Company Security Agreement

11



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deliver all such certificates to the Administrative Agent or its
designees; (xv) will take all steps reasonably necessary to protect, preserve
and maintain all of its rights in the Collateral; (xvi) will keep all of the
tangible Collateral, Deposit Accounts and Investment Property at the places
specified in Section 3, or upon 30 days prior written notice to the
Administrative Agent, at such other places designated in such notice, provided
that any such specified place shall be within the United States; (xvii) will
reimburse the Administrative Agent for all expenses, including reasonable
attorneys fees and legal expenses, incurred by the Administrative Agent in
seeking to collect or enforce any rights in respect of such Debtors
Collateral; and (xviii) will cause each insurance policy maintained by such
Debtor with respect to the Collateral to (i) name such Debtor and the
Administrative Agent as insured parties thereunder (without any representation
or warranty by or obligation upon the Administrative Agent) as their interests
may appear, (ii) contain the agreement by the insurer that any loss thereunder
shall be payable to the Administrative Agent notwithstanding any action,
inaction or breach of representation or warranty by such Debtor, (iii) provide
that there shall be no recourse against the Administrative Agent for payment of
premiums or other amounts with respect thereto and (iv) provide that at least
10 days prior written notice of cancellation or of lapse shall be given to the
Administrative Agent by the insurer.

(b)  Any expenses incurred in protecting, preserving and maintaining any
Collateral shall be borne by the applicable Debtor. Whenever a Default shall
be existing, the Administrative Agent shall have the right to bring suit to
enforce any or all of the Intellectual Property or licenses thereunder and to
directly enforce against the applicable obligors all obligations with respect
to any Collateral, in which event the applicable Debtor shall at the request of
the Administrative Agent do any and all lawful acts and execute any and all
proper documents required by the Administrative Agent in aid of such
enforcement and such Debtor shall promptly, upon demand, reimburse and
indemnify the Administrative Agent for all reasonable costs and expenses
incurred by the Administrative Agent in the exercise of its rights under this
Section 7. Notwithstanding the foregoing, the Administrative Agent shall have
no obligations or liabilities regarding any of the Collateral by reason of, or
arising out of, this Agreement.

(c)  With respect to its Intellectual Property, each Debtor agrees to
execute or otherwise authenticate an agreement, in substantially the form set
forth in Annex A hereto or otherwise in form and substance satisfactory to the
Administrative Agent (an Intellectual Property Security Agreement), for
recording the security interest granted hereunder to the Administrative Agent
in such Intellectual Property with the U.S. Patent and Trademark Office, the
U.S. Copyright Office and any other governmental authorities necessary to
perfect the security interest hereunder in such Intellectual Property.

(d)  Each Debtor agrees that should it obtain an ownership interest in any
item of Intellectual Property after the date hereof (After-Acquired
Intellectual Property) (i) the provisions of this Agreement shall
automatically apply thereto, and (ii) any such After-Acquired Intellectual
Property and, in the case of trademarks, the goodwill symbolized thereby, shall
automatically become part of the Collateral subject to the terms and conditions
of this Agreement with respect thereto. Each Debtor shall give prompt written
notice to the Administrative Agent identifying the After-Acquired Intellectual
Property, and such Debtor shall execute and deliver to the Administrative Agent
with such written notice, or otherwise authenticate, an agreement

Company Security Agreement

12



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substantially in the form of Annex B hereto or otherwise in form and
substance satisfactory to the Administrative Agent (an IP Security Agreement
Supplement) covering such After-Acquired Intellectual Property which IP
Security Agreement Supplement shall be recorded with the U.S. Patent and
Trademark Office, the U.S. Copyright Office and any other governmental
authorities necessary to perfect the security interest hereunder in such
After-Acquired Intellectual Property.

7.     Default. (a) Whenever a Default shall be existing, the Administrative
Agent may exercise from time to time any and all rights and remedies available
to it under applicable law, in addition to those described in this Section
below. Each Debtor agrees, in case of Default, (i) to assemble, at its
expense, all its Inventory, Equipment and other Goods (other than Fixtures) at
a convenient place or places acceptable to the Administrative Agent, and (ii)
at the Administrative Agents request, to execute all such documents and do all
such other things which may be reasonably necessary or desirable in order to
enable the Administrative Agent or its nominee to be registered as owner of the
Intellectual Property with any competent registration authority and to
otherwise enforce its rights with respect to any Collateral. Any notification
of intended disposition of any of the Collateral required by law shall be
deemed reasonably and properly given if given at least five days before such
disposition. Any and all proceeds of any disposition by the Administrative
Agent of any of the Collateral may be applied by the Administrative Agent to
payment of expenses in connection with the Collateral, including reasonable
attorneys fees and legal expenses, and any balance of such proceeds may be
applied by the Administrative Agent toward the payment of such of the
Liabilities, and in such order of application, as the Administrative Agent may
from time to time elect.

(b)  Each Debtor hereby agrees and acknowledges that a commercially
reasonable disposition of any Collateral, including, without limitation,
Inventory, Equipment, Computer Hardware and Software or Intellectual Property
may be by lease or license of, in addition to the sale of, such Collateral.
Each Debtor further agrees and acknowledges that a disposition (i) made in the
usual manner on any recognized market, (ii) at the price current in any
recognized market at the time of disposition and (iii) in conformity with
reasonable commercial practices among dealers in the type of property subject
to the disposition shall be deemed commercially reasonable.

(c)  Each Debtor hereby appoints the Administrative Agent as such Debtors
attorney-in-fact, with full power and authority in the place of such Debtor and
in the name of such Debtor, in Administrative Agents discretion, to take any
action and to execute any instrument that it may deem necessary to accomplish
the purposes of this Agreement.

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

Company Security Agreement

13



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(b)  All notices hereunder shall be in writing (including, without
limitation, facsimile transmission) and shall be sent to the applicable party
at, in the case of a Debtor other than the Company, its address set forth below
its signature on the Guaranty, and in the case of the Company and the
Administrative Agent, at its address set forth below its signature to the
Amended and Restated Credit Agreement, and in each case, at such other address
as such party may, by written notice received by the other parties hereto, have
designated as its address for such purpose. Notices sent by facsimile
transmission shall be deemed to have been given when sent; notices sent by mail
shall be deemed to have been given [three Business Days after] the date when
sent by registered or certified mail, postage prepaid [or, if earlier, when
received]; and notices sent by hand delivery shall be deemed to have been given
when received.

(c)  Each of the Debtors agrees to indemnify, defend and save and hold
harmless the Administrative Agent, each other Lender, and each other Secured
Party and each of their Affiliates and their respective officers, directors,
employees, agents and advisors (each, an Indemnified Party) from and against,
and shall pay on demand, any and all claims, damages, losses, liabilities and
expenses (including, without limitation, reasonable fees and expenses of
counsel) that may be incurred by or asserted or awarded against any Indemnified
Party, in each case arising out of or in connection with or resulting from this
Agreement (including, without limitation, enforcement of this Agreement),
except to the extent such claim, damage, loss, liability or expense is found in
a final, non-appealable judgment by a court of competent jurisdiction to have
resulted from such Indemnified Partys gross negligence or willful misconduct.
Each of the Debtors agrees to pay all reasonable expenses (including reasonable
attorneys fees and legal expenses) paid or incurred by the Administrative
Agent, any Lender or any other Secured Party in endeavoring to collect the
Liabilities of such Debtor, or any part thereof, and in connection with (i) the
administration of this Agreement, (ii) the custody, preservation, use or
operation of, or the sale of, collection from or other realization upon, any of
the Collateral of such Debtor, (iii) the exercise or enforcement of any of the
rights of the Administrative Agent, the other Lenders, or the other Secured
Parties hereunder or (iv) the failure by such Debtor to perform or observe any
of the provisions hereof, and such obligations will themselves be Liabilities.

(d)  No delay on the part of the Administrative Agent in the exercise of
any right or remedy shall operate as a waiver thereof, and no single or partial
exercise by the Administrative Agent of any right or remedy shall preclude
other or further exercise thereof or the exercise of any other right or remedy.

(e)  This Security Agreement shall remain in full force and effect until
all Liabilities have been paid in full and all Commitments, Letters of Credit
and Hedging Agreements entered into with a Lender or an affiliate thereof have
terminated. If at any time all or any part of any payment theretofore applied
by the Administrative Agent or any Lender to any of the Liabilities is or must
be rescinded or returned by the Administrative Agent or such Lender for any
reason whatsoever (including, without limitation, the insolvency, bankruptcy or
reorganization of any Debtor), such Liabilities shall, for the purposes of this
Agreement, to the extent that such payment is or must be rescinded or returned,
be deemed to have continued in existence, notwithstanding such application by
the Administrative Agent or such Lender, and this Agreement shall continue to
be effective or be reinstated, as the case may be, as to such

Company Security Agreement

14



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Liabilities, all as though such application by the Administrative Agent or
such Lender had not been made.

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

(g)  The rights and privileges of the Administrative Agent hereunder shall
inure to the benefit of its successors and assigns.

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

(i)  No amendment or waiver of any provision of this Agreement, and no
consent to any departure by any Debtor herefrom, shall in any event be
effective unless the same shall be in writing and signed by the Administrative
Agent, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given. No failure on the part
of the Administrative Agent, any other Lender or any other Secured Party to
exercise, and no delay in exercising any right hereunder, shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other
right.

(j)  At any time after the date of this Agreement, one or more additional
persons or entities may become parties hereto by executing and delivering to
the Administrative Agent a counterpart of this Agreement. Immediately upon
such execution and delivery (and without any further action), each such
additional person or entity will become a party to, and will be bound by all
the terms of, this Agreement.

(k)  The obligations of each Debtor under this Agreement are independent of
the Secured Obligations or any other Obligations of any other Obligor under or
in respect of the Loan Documents, and a separate action or actions may be
brought and prosecuted against each Debtor to enforce this Agreement,
irrespective of whether any action is brought against such Debtor or any other
Obligor or whether such Debtor or any other Obligor is joined in any such
action or actions. All rights of the Administrative Agent, the other Lenders,
and the other Secured Parties and the pledge, assignment and security interest
hereunder, and all obligations of each Debtor hereunder, shall be irrevocable,
absolute and unconditional irrespective of, and each hereby irrevocably waives
(to the maximum extent permitted by applicable law) any defenses it may now
have or may hereafter acquire in any way relating to, any or all of the
following:

Company Security Agreement

15



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| | (i)    |  | any lack of validity or enforceability of any Loan Document or
any other agreement or instrument relating thereto;                                                                                                                                                                                                                                                                                                                                                                        
| | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)   |  | any change in the time, manner or place of payment of, or in
any other term of, all or any of the Secured Obligations or any other
Obligations of any other Obligor under or in respect of the Loan
Documents or any other amendment or waiver of or any consent to any
departure from any Loan Document, including, without limitation, any
increase in the Secured Obligations resulting from the extension of
additional credit to any Obligor or any of its Subsidiaries or otherwise;
|
| | (iii)  |  | any taking, exchange, release or non-perfection of any
Collateral or any other collateral, or any taking, release or amendment
or waiver of or consent to departure from any guaranty, for all or any of
the Secured Obligations;                                                                                                                                                                                                                                                         
|
| | (iv)   |  | any manner of application of any Collateral or any other
collateral, or proceeds thereof, to all or any of the Secured
Obligations, or any manner of sale or other disposition of any Collateral
or any other collateral for all or any of the Secured Obligations or any
other Obligations of any other Obligor under or in respect of the Loan
Documents or any other assets of any Obligor or any of its Subsidiaries;                                                                 
|
| | (v)    |  | any change, restructuring or termination of the corporate
structure or existence of any Obligor or any of its Subsidiaries;                                                                                                                                                                                                                                                                                                                                                               
|
| | (vi)   |  | any failure of any Secured Party to disclose to any Obligor any
information relating to the business, condition (financial or otherwise),
operations, performance, assets, nature of assets, liabilities or
prospects of any other Obligor now or hereafter known to such Secured
Party (each Debtor waiving any duty on the part of the Secured Parties to
disclose such information);                                                                                                   
|
| | (vii)  |  | the failure of any other Person to execute this Agreement or
any other Collateral Document, guaranty or agreement or the release or
reduction of liability of any Debtor or other grantor or surety with
respect to the Secured Obligations; or                                                                                                                                                                                                                                           
|
| | (viii) |  | any other circumstance (including, without limitation, any
statute of limitations) or any existence of or reliance on any
representation by any Secured Party that might otherwise constitute a
defense available to, or a discharge of, such Grantor or any other
Grantor or a third party grantor of a security interest.                                                                                                                                                               

(l)  This Agreement shall continue to be effective or be reinstated, as the
case may be, if at any time any payment of any of the Secured Obligations is
rescinded or must otherwise be returned by any Secured Party or by any other
Person upon the insolvency, bankruptcy or reorganization of any Obligor or
otherwise, all as though such payment had not been made.

(m)  ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED
EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED,
HOWEVER,

Company Security Agreement

16



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THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY
MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENTS OPTION, IN THE COURTS OF ANY
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH DEBTOR
HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF
THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE.
EACH DEBTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY
REGISTERED MAIL, POSTAGE PREPAID, TO THE ADDRESS SET FORTH ON SCHEDULE I HERETO
(OR SUCH OTHER ADDRESS AS IT SHALL HAVE SPECIFIED IN WRITING TO THE
ADMINISTRATIVE AGENT AS ITS ADDRESS FOR NOTICES HEREUNDER) OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH DEBTOR HEREBY EXPRESSLY
AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

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

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

(p)  The obligations of each Debtor, in respect of any sum due to the
Administrative Agent or any Lender hereunder shall, notwithstanding any
judgment in a currency (the Judgment Currency) other than the currency in
which such sum was originally denominated (the Original Currency), be
discharged only to the extent that following receipt by the Administrative
Agent or such Lender of any sum adjudged to be so due in the Judgment Currency,
the Administrative Agent or such Lender, in accordance with normal banking
procedures, purchases the Original Currency with the Judgment Currency. If the
amount of

Company Security Agreement

17



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Original Currency so purchased is less than the sum originally due to the
Administrative Agent or such Lender, such Debtor agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the
Administrative Agent or such Lender, as the case may be, against such loss, and
if the amount of Original Currency so purchased exceeds the sum originally due
to the Administrative Agent or such Lender, as the case may be, the
Administrative Agent or such Lender agrees to remit such excess to such Debtor.

Company Security Agreement

18



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

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

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

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

| |           
| | ----------
| | Attention:

Company Security Agreement



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##### 



| |                                                   | 
| | ------------------------------------------------- | 
| | OKLAHOMA AIRPLANE LLC                            
|
| | By:  APAC-95 Oklahoma
Holdings, Inc., its Manager
|
|
|
| | By:                                               | 
| | Name:                                             | 
| | Title:                                            | 

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

| |                                           | 
| | ----------------------------------------- | 
| | CST MEMBER LLC                           
|
| | By:  Chicago Sun-Times, Inc., its Manager
|
|
|
| | By:                                       | 
| | Name:                                     | 
| | Title:                                    | 

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

Company Security Agreement



---



##### 



| |                                                               | 
| | ------------------------------------------------------------- | 
| | HGP, PARTNERSHIP                                             
|
| | By:  Hollinger International Publishing Inc., general partner
|
|
|
| | By:                                                           | 
| | Name:                                                         | 
| | Title:                                                        | 
|
|
| | By:  The Johnstown Tribune Company, its general partner      
|
|
| | By:                                                           | 
| | Name:                                                         | 
| | Title:                                                        | 

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

| |                                             | 
| | ------------------------------------------- | 
| | WACHOVIA BANK, N.A. as Administrative Agent
|
|
|
| | By:                                         | 
| | Name:                                       | 
| | Title:                                      | 

| |                |                                                                       
| | -------------- | ----------------------------------------------------------------------
| | Address:       | One Wachovia Center,
301 South College Street
Charlotte, NC 28288-0604
|
| | Facsimile No.: | (704) 374-4092                                                        
|
| | Attention:     | Joe Mynatt                                                            

Company Security Agreement



---



##### 



| |                                                                                                                                                                                                                                                                                   | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | The undersigned is executing a counterpart of this Third Amended and Restated Security Agreement dated as of , 2002 for purposes of becoming a party hereto and represents and warrants that the information on the attached Schedules is true and correct as to the undersigned:
|
| |                                                                                                                                                                                                                                                                                  
|
|
| | By:                                                                                                                                                                                                                                                                               | 
| | Name:                                                                                                                                                                                                                                                                             | 
| | Title:                                                                                                                                                                                                                                                                            | 
|
| | Date:                                                                                                                                                                                                                                                                             | 

Company Security Agreement



---



##### 















SCHEDULE ITO SECURITY AGREEMENT

|                                            |  |                       |          |              |  |                        |         |  |  |  |  | 
|------------------------------------------- |  | --------------------- | -------- | ------------ |  | ---------------------- | ------- |  |  |  |  | 
|                                            |  |                       |          |              |  | Other Names in Prior 5
|                                            |  |                       |          |              |  | Years (whether as     
|                                            |  |                       |          |              |  | result of name change,
|                                            |  |                       |          | State        |  | merger or other       
|                                            |  |                       |          | Organization |  | corporate             
|Legal Name and Chief Executive Office1      |  | State of Organization |          | Number       |  | reorganization)       
|                                            |  |                       |          |              |  |                       
|Hollinger International Publishing
    Inc. |  |                       | Delaware |              |  |                        | 2569811 |  |  |  |  | 
|Alliance News Inc.                          |  |                       | Delaware |              |  |                        | 3045110 |  |  |  |  | 
|American Publishing (1991) Inc.             |  |                       | Delaware |              |  |                        | 2107464 |  |  |  |  | 
|American Publishing Company                 |  |                       | Delaware |              |  |                        | 2547829 |  |  |  |  | 
|American Publishing Company of New York     |  |                       | Delaware |              |  |                        | 2136253 |  |  |  |  | 
|APAC-90 Oklahoma Holdings, Inc.             |  |                       | Delaware |              |  |                        | 2264361 |  |  |  |  | 






|  |                                                                                                                                      
|- | -------------------------------------------------------------------------------------------------------------------------------------
|1 | Unless otherwise noted, the Chief Executive
    Office for each company is 401 North Wabash, Chicago, Cook
    County, Illinois 60611









Company Security Agreement



---



##### 



|                                       |  |                       |          |              |  |                        |                |  |  |                                                                |  | 
|-------------------------------------- |  | --------------------- | -------- | ------------ |  | ---------------------- | -------------- |  |  | -------------------------------------------------------------- |  | 
|                                       |  |                       |          |              |  | Other Names in Prior 5
|                                       |  |                       |          |              |  | Years (whether as     
|                                       |  |                       |          |              |  | result of name change,
|                                       |  |                       |          | State        |  | merger or other       
|                                       |  |                       |          | Organization |  | corporate             
|Legal Name and Chief Executive Office1 |  | State of Organization |          | Number       |  | reorganization)       
|                                       |  |                       |          |              |  |                       
|APAC-95 Oklahoma Holdings, Inc.        |  |                       | Delaware |              |  |                        | 2540865        |  |  |                                                                |  | 
|APC 1993, Inc.                         |  |                       | Illinois |              |  |                        | 2365506        |  |  |                                                                |  | 
|APMS-93 Inc.                           |  |                       | Illinois |              |  |                        | 5761-533-8     |  |  |                                                                |  | 
|Chicago Group Acquisition Inc.         |  |                       | Illinois |              |  |                        | 3058295        |  |  |                                                                |  | 
|Chicago Sun-Times Features, Inc.       |  |                       | Delaware |              |  |                        | 2127172        |  |  |                                                                |  | 
|Chicago Sun-Times, Inc.                |  |                       | Delaware |              |  |                        | 2092698        |  |  |                                                                |  | 
|CST Member LLC                         |  |                       | Delaware |              |  |                        | 3477657        |  |  |                                                                |  | 
|Digital Chicago Inc.                   |  |                       | Illinois |              |  |                        | 5971-909-2     |  |  |                                                                |  | 
|Fox Valley Publications, Inc.          |  |                       | Delaware |              |  |                        | 2181758        |  |  | American Publishing Company of Arkansas (name changed in 2000)
|HGP, Partnership                       |  |                       | New York |              |  |                        | Not applicable |  |  |                                                                |  | 
|Hollinger NCI Holdings, LLC            |  |                       | Delaware |              |  |                        | 3539939        |  |  |                                                                |  | 



---



##### 



|                                       |  |                       |          |              |  |                        |         |  |  |                                             |  | 
|-------------------------------------- |  | --------------------- | -------- | ------------ |  | ---------------------- | ------- |  |  | ------------------------------------------- |  | 
|                                       |  |                       |          |              |  | Other Names in Prior 5
|                                       |  |                       |          |              |  | Years (whether as     
|                                       |  |                       |          |              |  | result of name change,
|                                       |  |                       |          | State        |  | merger or other       
|                                       |  |                       |          | Organization |  | corporate             
|Legal Name and Chief Executive Office1 |  | State of Organization |          | Number       |  | reorganization)       
|                                       |  |                       |          |              |  |                       
|HTH Benholdco LLC                      |  |                       | Delaware |              |  |                        | 2680034 |  |  |                                             |  | 
|HTH Holdings Inc.                      |  |                       | Delaware |              |  |                        | 2674588 |  |  |                                             |  | 
|LHAT Corporation                       |  |                       | Delaware |              |  |                        | 3035932 |  |  |                                             |  | 
|Midwest Suburban Publishing, Inc.      |  |                       | Delaware |              |  |                        | 2085017 |  |  | Daily Southtown Inc. (name changed in 1997)
|Oklahoma Airplane LLC                  |  |                       | Delaware |              |  |                        | 2870503 |  |  |                                             |  | 
|Pioneer Newspapers Inc.                |  |                       | Delaware |              |  |                        | 2180338 |  |  |                                             |  | 
|Reach Chicago Inc.                     |  |                       | Delaware |              |  |                        | 3031486 |  |  |                                             |  | 
|Sun Telemarketing Inc.                 |  |                       | Delaware |              |  |                        | 3544406 |  |  |                                             |  | 
|Sun-Times Distribution Systems, Inc.   |  |                       | Delaware |              |  |                        | 2137843 |  |  |                                             |  | 
|Sun-Times PRD Inc.                     |  |                       | Delaware |              |  |                        | 2811272 |  |  | APC Wishingwell Inc. (Name changed in 1998)
|TAHL (2002) Inc.                       |  |                       | Delaware |              |  |                        | 3509180 |  |  |                                             |  | 



---



##### 



|                                         |  |                       |            |              |  |                        |         |  |  |                                                                |  | 
|---------------------------------------- |  | --------------------- | ---------- | ------------ |  | ---------------------- | ------- |  |  | -------------------------------------------------------------- |  | 
|                                         |  |                       |            |              |  | Other Names in Prior 5
|                                         |  |                       |            |              |  | Years (whether as     
|                                         |  |                       |            |              |  | result of name change,
|                                         |  |                       |            | State        |  | merger or other       
|                                         |  |                       |            | Organization |  | corporate             
|Legal Name and Chief Executive Office1   |  | State of Organization |            | Number       |  | reorganization)       
|                                         |  |                       |            |              |  |                       
|Telegraph Australian Holdings Limited    |  |                       | Delaware   |              |  |                        | 2846617 |  |  |                                                                |  | 
|The Johnstown Tribune Publishing Company |  |                       | Delaware   |              |  |                        | 2086038 |  |  |                                                                |  | 
|The Post-Tribune Company                 |  |                       | Delaware   |              |  |                        | 2148386 |  |  | American Publishing Company of Illinois (name changed in 2001)
|The Red Streak Holdings Company          |  |                       | Delaware   |              |  |                        | 3375368 |  |  | Sun Pioneer Inc.(name changed in 2002)                        
|The Sun-Times Company                    |  |                       | Delaware   |              |  |                        | 2092697 |  |  |                                                                |  | 
|Valley Cable TV, Inc.                    |  |                       | California |              |  |                        | 1678363 |  |  |                                                                |  | 



---



##### 



SCHEDULE II

TO SECURITY AGREEMENT

Principal Places of Business (other than Chief
Executive Office) and

Other Locations where Collateral is
Located


1.     Midwest Suburban
Publishing, Inc.



| |                                                
| | -----------------------------------------------
| | 5959 South Harlem, Chicago, Illinois           
|
| | 6901 W. 159th Street, Tinley Park,
    Illinois

2.     Fox Valley
Publications, Inc.



| |                                                  
| | -------------------------------------------------
| | 3101 N. Route 30, Plainfield, Illinois, 60544    
|
| | 101 S. River Street, Aurora, Illinois, 60506     
|
| | 300 Lake Street, Elgin, Illinois, 60120          
|
| | 300 Caterpillar Drive, Joliet, Illinois, 60436   
|
| | 2383 Delany Road, Waukegan, Illinois, 60085      
|
| | 1500 W. Ogden Avenue, Naperville, Illinois, 60540

3.     Chicago
Sun-Times, Inc.



| |                                           
| | ------------------------------------------
| | 132 East Delaware #4801, Chicago, Illinois
|
| | 2800 S. Ashland Avenue, Chicago, Illinois 
|
| | 930 Lee Street, Elk Grove, Illinois       

4.     Pioneer
Newspapers Inc. (d/b/a Pioneer Press Newspaper)



| |                                            
| | -------------------------------------------
| | 8701 West Lake Avenue, Glenview Illinois   
|
| | 130 South Prospect, Park Ridge, Illinois   
|
| | 440 East Ogden, Hinsdale, Illinois         
|
| | 850 North Milwaukee, Vernon Hills, Illinois



---



##### 



5.     Hollinger
International Inc.



| |                                                   
| | --------------------------------------------------
| | 712 5th Avenue, 18th
    Floor, New York, New York
|
| | 635 Park Avenue, 1st Floor, New York,
    New York

Company Security Agreement



---



##### 



SCHEDULE IIITO SECURITY AGREEMENT

PATENTS

None.



---



##### 



TRADEMARKS

|                        |  |              |            |      |  |            |          |              |  |  |      |  |  |                                 
|----------------------- |  | ------------ | ---------- | ---- |  | ---------- | -------- | ------------ |  |  | ---- |  |  | --------------------------------
|                        |  | Registration |            |      |  | Expiration |          |             
|Trademark Name          |  | Number       |            | Type |  | Date       |          | Entity Owner
|                        |  |              |            |      |  |            |          |             
|To Your Good Health     |  |              | 831,085    |      |  |            | US       |              |  |  | 2007 |  |  | Chicago Sun-Times, Inc.         
|All That Zazz           |  |              | 1,521,762  |      |  |            | US       |              |  |  | 2009 |  |  | Chicago Sun-Times, Inc.         
|Between the Lines       |  |              | 80,597     |      |  |            | IL       |              |  |  | 2007 |  |  | Chicago Sun-Times, Inc.         
|Chicago Daily News      |  |              | 084817     |      |  |            | IL       |              |  |  | 2005 |  |  | Chicago Sun-Times, Inc.         
|Chicago Sun-Times       |  |              | 1442078    |      |  |            | IL       |              |  |  | 2007 |  |  | Chicago Sun-Times, Inc.         
|Digital Chicago         |  |              | 2,398,173  |      |  |            | US       |              |  |  | 2020 |  |  | Digital Chicago Inc.            
|Digital Chicago         |  |              | 084855     |      |  |            | IL       |              |  |  | 2005 |  |  | Digital Chicago Inc.            
|Elite                   |  |              | 085171     |      |  |            | IL       |              |  |  | 2005 |  |  | Midwest Suburban Publishing Inc.
|H Logo                  |  |              | 75/174,624 |      |  |            | US       |              |  |  | 2006 |  |  | Hollinger Intl.                 
|Hollinger Digital       |  |              | 2,271,219  |      |  |            | US       |              |  |  | 2009 |  |  | Hollinger Intl.                 
|Hollinger International |  |              | 2149847    |      |  |            | US       |              |  |  | 2006 |  |  | Hollinger Intl.                 
|Hollinger International |  |              | 2107696    |      |  |            | UK & IRL |              |  |  | 2006 |  |  | Hollinger Intl.                 
|Quick Takes             |  |              | 084603     |      |  |            | IL       |              |  |  | 2005 |  |  | Chicago Sun-Times, Inc.         
|Red Streak              |  |              | pending    |      |  |            | IL       |              |  |  |      |  |  | Chicago Sun-Times, Inc.         
|Sun-Times               |  |              | 966535     |      |  |            | US       |              |  |  | 2003 |  |  | Chicago Sun-Times, Inc.         
|T.V. Prevue             |  |              | 979443     |      |  |            | US       |              |  |  | 2004 |  |  | Chicago Sun-Times, Inc.         
|The Smart Shopper       |  |              | 048969     |      |  |            | IL       |              |  |  | 2005 |  |  | Chicago Sun-Times, Inc.         
|Between the lines       |  |              | 2,200,687  |      |  |            | US       |              |  |  |      |  |  | Chicago Sun-Times, Inc.         
|Zipnet                  |  |              | 1,789,918  |      |  |            | US       |              |  |  |      |  |  | Chicago Sun-Times, Inc.         
|City Scene              |  |              | 79,687     |      |  |            | IL       |              |  |  |      |  |  | Chicago Sun-Times, Inc.         
|Beat the Champions      |  |              | 50,512     |      |  |            | IL       |              |  |  |      |  |  | Chicago Sun-Times, Inc.         
|Hollinger Digital       |  |              | 2,107,801  |      |  |            | UK       |              |  |  |      |  |  | Hollinger International Inc.    



---



##### 



|                                     |  |              |             |      |  |            |    |              |  |  |  |  |  |                        
|------------------------------------ |  | ------------ | ----------- | ---- |  | ---------- | -- | ------------ |  |  |  |  |  | -----------------------
|                                     |  | Registration |             |      |  | Expiration |    |             
|Trademark Name                       |  | Number       |             | Type |  | Date       |    | Entity Owner
|                                     |  |              |             |      |  |            |    |             
|Hollinger                            |  |              | TMA 564,852 |      |  |            | CA |              |  |  |  |  |  | Chicago Sun-Times, Inc.
|Digital New York                     |  |              | 75/632,168  |      |  |            | US |              |  |  |  |  |  | Digital Chicago, Inc.  
|Antioch Review                       |  |              | 2,284,093   |      |  |            | US |              |  |  |  |  |  | Pioneer Newspapers Inc.
|Senior Class                         |  |              | 2,261,700   |      |  |            | US |              |  |  |  |  |  | Pioneer Newspapers Inc.
|North Shore and design               |  |              | 1,311,035   |      |  |            | US |              |  |  |  |  |  | Pioneer Newspapers Inc.
|The Evanston Review stylized letters |  |              | 261,511     |      |  |            | US |              |  |  |  |  |  | Pioneer Newspapers Inc.
|Wilmette Life stylized letters       |  |              | 261,512     |      |  |            | US |              |  |  |  |  |  | Pioneer Newspapers Inc.
|Winnetka Talk                        |  |              | 261,513     |      |  |            | US |              |  |  |  |  |  | Pioneer Newspapers Inc.
|Glencoe News                         |  |              | 261,333     |      |  |            | US |              |  |  |  |  |  | Pioneer Newspapers Inc.



---



##### 



COPYRIGHTS

|                                                                                                                                         |  |          |           |           |  |       |                    |  |  |                                                                    
|---------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | --------- | --------- |  | ----- | ------------------ |  |  | -------------------------------------------------------------------
|Name                                                                                                                                     |  | Reg. No. |           | Reg. Date |  | Owner
|                                                                                                                                         |  |          |           |           |  |      
|Ask pling anything                                                                                                                       |  |          | VA628098  |           |  |       | September 13, 1993 |  |  | Chicago Sun-Times Features, Inc.                                   
|Ask pling anything                                                                                                                       |  |          | VA628097  |           |  |       | September 14, 1993 |  |  | Chicago Sun-Times Features, Inc.                                   
|Ask pling anything                                                                                                                       |  |          | VA628096  |           |  |       | September 14, 1993 |  |  | Chicago Sun-Times Features, Inc.                                   
|Ask Pling Anything                                                                                                                       |  |          | VA628095  |           |  |       | September 14, 1993 |  |  | Chicago Sun-Times Features, Inc.                                   
|Chicago Sun-Times Metro
    Chicago Almanac: fascinating facts and offbeat offerings about
    the Windy City/Don Hayner and Tom McNamee |  |          | TX3653506 |           |  |       | July 14, 1993      |  |  | Chicago Sun-Times Features, Inc.                                   
|Chicago Sun-Times Metro
    Chicago Almanac: fascinating facts and offbeat offerings about
    the Windy City/Don Hayner and Tom McNamee |  |          | TX3230719 |           |  |       | January 21, 1992   |  |  | Chicago Sun-Times Inc. and Bonus Books, Inc.                       
|Chicago Sun-Times                                                                                                                        |  |          |           |           |  |       |                    |  |  | Chicago Sun-Times, Inc. (assigned from Newscorp
    Services, B.V.)
|CAWTS-CAWT table     construction utility                                                                                                |  |          | TX1117677 |           |  |       | April 18, 1983     |  |  | Chicago Sun-Times, Inc. (assigned from Newscorp
    Services, B.V.)



---



##### 



SCHEDULE IVTO SECURITY AGREEMENT

DEPOSIT ACCOUNTS

LA SALLE NATIONAL BANK

US Dollars:

|                                                                          |  |  |            | 
|------------------------------------------------------------------------- |  |  | ---------- | 
|The Sun-Times Company  Main
    Concentration Account                    |  |  | 2335939    | 
|Chicago Sun-Times Inc.  Accounts
    Payable                             |  |  | 5800384538 | 
|Chicago Sun-Times Inc.  Depository                                       |  |  | 5800384520 | 
|Chicago Sun-Times Inc. 
    ATM  Depository                             |  |  | 2335642    | 
|Pioneer Newspaper Inc.  Depository                                       |  |  | 5800322280 | 
|Midwest Suburban Publishing, Inc. 
    Depository                        |  |  | 5800322298 | 
|Fox Valley Publications, Inc. 
    Depository                            |  |  | 5800322306 | 
|Lerner (a division of Midwest Suburban
    Publishing, Inc.)  Depository |  |  | 5800322314 | 
|Chicago Sun-Times Inc.  Payroll                                          |  |  | 5800322322 | 
|Pioneer Newspapers Inc.  Payroll                                         |  |  | 2294106    | 
|Midwest Suburban Publishing, Inc. 
    Payroll                           |  |  | 5800384579 | 
|Fox Valley Publications, Inc.  Payroll                                   |  |  | 5800384504 | 
|Doings (a division of Chicago Group Acquisition
    Inc.)  Payroll       |  |  | 5800384512 | 
|Midwest Suburban Publishing, Inc. 
    Payroll                           |  |  | 5800384579 | 
|Hollinger International Publishing
    Inc.  Trust                       |  |  | 038933800  | 



---



##### 



SCHEDULE V
TO SECURITY AGREEMENT

COMMERCIAL TORT CLAIMS

None.



Company Security Agreement





---



##### 



Annex A to the
Security Agreement

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and
restated, supplemented or otherwise modified from time to time, the IP
Security Agreement) dated December ____, 2002 is made by the Persons listed on
the signature pages hereof (collectively, the Grantors) in favor of Wachovia
Bank, N.A. as administrative agent (the Administrative Agent) for the Secured
Parties (as defined in the Security Agreement referred to below).

WHEREAS, Hollinger International Publishing Inc., a Delaware corporation,
and certain of its affiliates entered into a Fifth Amended and Restated Credit
Agreement, dated as of December 23, 2002, (as amended, amended and restated,
supplemented or otherwise modified from time to time, the Credit Agreement),
with the Administrative Agent, Wachovia Securities, Inc., as sole lead arranger
and book runner, and the Lenders party thereto. Terms defined in the Credit
Agreement and not otherwise defined herein are used herein as defined in the
Credit Agreement.

WHEREAS, as a condition precedent to the extensions of credit by the
Administrative Agent, the other Lenders and the other Secured Parties under the
Credit Agreement from time to time, each Grantor has executed and delivered
that certain Company Security Agreement dated December 1, 2002 made by the
Grantors to the Administrative Agent (as amended, amended and restated,
supplemented or otherwise modified from time to time, the Security
Agreement).

WHEREAS, under the terms of the Security Agreement, the Grantors have
granted to the Administrative Agent, for the ratable benefit of the Secured
Parties, a security interest in, among other property, certain intellectual
property of the Grantors, and have agreed as a condition thereof to execute
this IP Security Agreement for recording with the U.S. Patent and Trademark
Office, the United States Copyright Office and other governmental authorities.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

SECTION 1. Grant of Security.Each Grantor hereby grants to the
Administrative Agent for the ratable benefit of the Secured Parties a security
interest in all of such Grantors right, title and interest in and to the
following (the Collateral):



| | (i)  |  | the patents and patent applications set forth in Schedule A
hereto (the Patents);                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | the trademark and service mark registrations and applications
set forth in Schedule B hereto (provided that no security interest
shall be granted in United States intent-to-use trademark
applications to the extent that, and solely during the period in
which, the grant of a security interest therein would impair the
validity or enforceability of such intent-to-use trademark
applications under applicable federal law), together with the
goodwill symbolized thereby (the Trademarks);

Company Security Agreement





---



##### 





| | (iii) |  | all copyrights, whether registered or unregistered, now
owned or hereafter acquired by such Grantor, including, without
limitation, the copyright registrations and applications and
exclusive copyright licenses set forth in Schedule C hereto (the
Copyrights);                                                                                                       
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (iv)  |  | all reissues, divisions, continuations,
continuations-in-part, extensions, renewals and reexaminations of
any of the foregoing, all rights in the foregoing provided by
international treaties or conventions, all rights corresponding
thereto throughout the world and all other rights of any kind
whatsoever of such Grantor accruing thereunder or pertaining
thereto;
|
| | (v)   |  | any and all claims for damages and injunctive relief for
past, present and future infringement, dilution, misappropriation,
violation, misuse or breach with respect to any of the foregoing,
with the right, but not the obligation, to sue for and collect, or
otherwise recover, such damages; and                                                                      
|
| | (vi)  |  | any and all proceeds of, collateral for, income, royalties
and other payments now or hereafter due and payable with respect to,
and supporting obligations relating to, any and all of the
Collateral of or arising from any of the foregoing.                                                                                                                             

SECTION 2. Security for Obligations.The grant of a security interest in,
the Collateral by each Grantor under this IP Security Agreement secures the
payment of all Obligations of such Grantor and the other Obligors now or
hereafter existing under or in respect of the Loan Documents, whether direct or
indirect, absolute or contingent, and whether for principal, reimbursement
obligations, interest, premiums, penalties, fees, indemnifications, contract
causes of action, costs, expenses or otherwise. Without limiting the
generality of the foregoing, this IP Security Agreement secures, as to each
Grantor, the payment of all amounts that constitute part of the Secured
Obligations and that would be owed by such Grantor to any Secured Party under
the Loan Documents but for the fact that such Secured Obligations are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving an Obligor.

SECTION 3. Recordation.Each Grantor authorizes and requests that the
Register of Copyrights, the Commissioner for Patents and the Commissioner for
Trademarks and any other applicable government officer record this IP Security
Agreement.

SECTION 4. Execution in Counterparts.This IP Security Agreement may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.

SECTION 5. Grants, Rights and Remedies.This IP Security Agreement has
been entered into in conjunction with the provisions of the Security Agreement.
Each Grantor does hereby acknowledge and confirm that the grant of the
security interest hereunder to, and the rights and remedies of, the
Administrative Agent with respect to the Collateral are more fully set forth in
the Security Agreement, the terms and provisions of which are incorporated
herein by reference as if fully set forth herein

Company Security Agreement





---



##### 



SECTION 6. Assignment of Security.Toronto Dominion (Texas), Inc., as
administrative agent under the Existing Credit Agreement (as defined in the
Security Agreement), hereby transfers and assigns to the Administrative Agent
for the benefit of itself and the other Lenders and Secured Parties all of its
security interests and other rights in and to the Collateral.

SECTION 7. Governing Law.This IP Security Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York.

Company Security Agreement





---



##### 



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

| |  |                                |  |       
| |  | ------------------------------ |  | ------
| |  |                                |  |       
|
| |  | TORONTO DOMINION (TEXAS), INC.
|
| |  | By                             |  | Name: 
| |  |                                |  | Title:
|
| |  |                                |  |       
|
| |  | Address for Notices:          
|
| |  |                               
|
| |  |                               
|
| |  |                               
|
| |  |                               
|
| |  | [NAME OF BORROWER]            
|
| |  | By                             |  | Name: 
| |  |                                |  | Title:
|
| |  |                                |  |       
|
| |  | Address for Notices:          
|
| |  |                               
|
| |  |                               
|
| |  |                               
|
| |  |                                |  |       
|
| |  | [NAME OF GRANTOR]             
|
| |  | By                             |  | Name: 
| |  |                                |  | Title:
|
| |  |                                |  |       
|
| |  | Address for Notices:          
|
| |  |                               
|
| |  |                               
|
| |  |                               

Company Security Agreement





---



##### 



| |  |                      |  |       
| |  | -------------------- |  | ------
|
| |  |                      |  |       
|
| |  | [NAME OF GRANTOR]   
|
| |  | By                   |  | Name: 
| |  |                      |  | Title:
|
| |  |                      |  |       
|
| |  | Address for Notices:
|
| |  |                     
|
| |  |                     
|
| |  |                     
|
| |  | [ETC.]              

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Annex B to the
Security Agreement

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT (this IP
Security Agreement Supplement) dated ______, ______, is made by the Person
listed on the signature page hereof (the Grantor) in favor of
______ (______), as collateral agent (the
Collateral Agent) for the Secured Parties (as defined in the Security
Agreement referred to below).

WHEREAS, Hollinger International Publishing Inc., a Delaware corporation,
and certain of its affiliates entered into a Fifth Amended and Restated Credit
Agreement, dated as of December 23, 2002, (as amended, amended and restated,
supplemented or otherwise modified from time to time, the Credit Agreement),
with the Administrative Agent, Wachovia Securities, Inc., as sole lead arranger
and book runner, and the Lenders party thereto. Terms defined in the Credit
Agreement and not otherwise defined herein are used herein as defined in the
Credit Agreement.

WHEREAS, pursuant to the Credit Agreement, the Grantor and certain other
Persons have executed and delivered that certain Security Agreement dated
December ______, 2002 made by the Grantor and such other Persons to the Collateral
Agent (as amended, amended and restated, supplemented or otherwise modified
from time to time, the Security Agreement) and that certain Intellectual
Property Security Agreement dated ______ , ______ (as amended, amended and
restated, supplemented or otherwise modified from time to time, the IP
Security Agreement).

WHEREAS, under the terms of the Security Agreement, the Grantor has
granted to the Administrative Agent, for the ratable benefit of the Secured
Parties, a security interest in the Additional Collateral (as defined in
Section 1 below) of the Grantor and has agreed as a condition thereof to
execute this IP Security Agreement Supplement for recording with the U.S.
Patent and Trademark Office, the United States Copyright Office and other
governmental authorities.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Grantor agrees as follows:

SECTION 1. Grant of Security.Each Grantor hereby grants to the
Administrative Agent, for the ratable benefit of the Secured Parties, a
security interest in all of such Grantors right, title and interest in and to
the following (the Collateral):



| | (i)  |  | the patents and patent applications set forth in Schedule A
hereto (the Patents);                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | the trademark and service mark registrations and applications
set forth in Schedule B hereto (provided that no security interest
shall be granted in United States intent-to-use trademark
applications to the extent that, and solely during the period in
which, the grant of a security interest therein would impair the
validity or enforceability of such intent-to-use trademark
applications under applicable federal law), together with the
goodwill symbolized thereby (the Trademarks);

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| | (iii) |  | the copyright registrations and applications and exclusive
copyright licenses set forth in Schedule C hereto (the
Copyrights);                                                                                                                                                                                                                                           
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (iv)  |  | all reissues, divisions, continuations,
continuations-in-part, extensions, renewals and reexaminations of
any of the foregoing, all rights in the foregoing provided by
international treaties or conventions, all rights corresponding
thereto throughout the world and all other rights of any kind
whatsoever of such Grantor accruing thereunder or pertaining
thereto;
|
| | (v)   |  | all any and all claims for damages and injunctive relief for
past, present and future infringement, dilution, misappropriation,
violation, misuse or breach with respect to any of the foregoing,
with the right, but not the obligation, to sue for and collect, or
otherwise recover, such damages; and                                                                  
|
| | (vi)  |  | any and all proceeds of, collateral for, income, royalties
and other payments now or hereafter due and payable with respect to,
and supporting obligations relating to, any and all of the foregoing
or arising from any of the foregoing.                                                                                                                                 

SECTION 2. Supplement to Security Agreement.Schedule III to the Security
Agreement is, effective as of the date hereof, hereby supplemented to add to
such Schedule the Additional Collateral.

SECTION 3. Security for Obligations.The grant of a security interest in
the Additional Collateral by the Grantor under this IP Security Agreement
Supplement secures the payment of all Obligations of the Grantor now or
hereafter existing under or in respect of the Loan Documents, whether direct or
indirect, absolute or contingent, and whether for principal, reimbursement
obligations, interest, premiums, penalties, fees, indemnifications, contract
causes of action, costs, expenses or otherwise.

SECTION 4. Recordation.The Grantor authorizes and requests that the
Register of Copyrights, the Commissioner for Patents and the Commissioner for
Trademarks and any other applicable government officer to record this IP
Security Agreement Supplement.

SECTION 5. Grants, Rights and Remedies.This IP Security Agreement
Supplement has been entered into in conjunction with the provisions of the
Security Agreement. The Grantor does hereby acknowledge and confirm that the
grant of the security interest hereunder to, and the rights and remedies of,
the Administrative Agent with respect to the Additional Collateral are more
fully set forth in the Security Agreement, the terms and provisions of which
are incorporated herein by reference as if fully set forth herein.

SECTION 6. Governing Law.This IP Security Agreement Supplement shall be
governed by, and construed in accordance with, the laws of the State of New
York.



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IN WITNESS WHEREOF, the Grantor has caused this IP Security Agreement
Supplement to be duly executed and delivered by its officer thereunto duly
authorized as of the date first above written.

| |  |                      |  |       
| |  | -------------------- |  | ------
| |  | [NAME OF GRANTOR]   
|
| |  | By                   |  |       
| |  |                      |  | Name: 
| |  |                      |  | Title:
|
| |  | Address for Notices:
|
| |  |                     
|
| |  |                     
|
| |  |                     

Company Security Agreement